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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

          Friday, October 15, 2021, Vol. 22, No. 201

                           Headlines



A R M E N I A

ARMENIA: S&P Assigns 'B+/B' Sovereign Credit Ratings, Outlook Pos.


C Z E C H   R E P U B L I C

DRASLOVKA HOLDING: Moody's Gives 'B2' CFR & Rates $335MM Loan 'B2'
DRASLOVKA HOLDING: S&P Assigns Prelim. 'B' ICR, Outlook Stable


F R A N C E

CHROME HOLDCO: Moody's Affirms B2 CFR & Rates EUR300MM Add-on B1
EDUCATION GROUP: Moody's Assigns First Time B2 Corp. Family Rating
GRANDIR GROUP: S&P Assigns Prelim. 'B-' ICR, Outlook Positive
STAN HOLDING: Moody's Lowers CFR to B1, Outlook Stable


G E R M A N Y

KME SE: Fitch Raises LongTerm IDR to 'B-', Outlook Stable
OTIMA ENERGIE: Declared Insolvency Due to Soaring Energy Prices


H U N G A R Y

NITROGENMUVEK ZRT: Fitch Puts 'B-' LT IDR on Watch Negative


I R E L A N D

TIKEHAU CLO II: Fitch Assigns B-(EXP) Rating on Class F-R Debt


I T A L Y

AUTOFLORENCE 2: Fitch Assigns Final BB+ Rating on Class E Debt
AUTOFLORENCE 2: S&P Assigns B Rating on Class E Notes


N E T H E R L A N D S

SCIL IV LLC: Moody's Assigns 'B1' CFR & Rates EUR1.3BB Notes 'B1'
SCIL IV: S&P Assigns Preliminary 'BB-' LT ICR, Outlook Stable
SPECIALTY CHEMICALS: S&P Raises ICR to 'BB-', Outlook Stable


R U S S I A

KAZANORGSINTEZ: Fitch Raises LT IDR to 'BB-', Outlook Stable


S W E D E N

HEIMSTADEN BOSTAD: Fitch Gives Final 'BB+' on EUR600MM Securities


S W I T Z E R L A N D

PEACH PROPERTY: Fitch Raises LT IDR to 'BB', Outlook Stable


T U R K E Y

PETKIM PETROKIMYA: Fitch Raises LT IDR to 'B+', Outlook Stable


U K R A I N E

BANK ALLIANCE: S&P Affirms 'B-/B' ICRs, Outlook Stable


U N I T E D   K I N G D O M

DALIGAS: Ceases Trading, 9,000 Customers Affected
DOWSON PLC 2021-2: Moody's Assigns (P)Caa2 Rating to 2 Tranches
DOWSON PLC 2021-2: S&P Assigns Prelim. B- Rating on Class F Notes
GREENSILL CAPITAL: Credit Suisse Offers Free Services to Clients
PURE PLANET: Ceases Trading Over Rising Energy Prices

SILENTNIGHT: Senior KPMG Partner Accused of Untruthful Defense
TOGETHER FINANCIAL: Fitch Alters Outlook on 'BB-' LT IDR to Stable


X X X X X X X X

[*] BOOK REVIEW: Mentor X

                           - - - - -


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A R M E N I A
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ARMENIA: S&P Assigns 'B+/B' Sovereign Credit Ratings, Outlook Pos.
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S&P Global Ratings, on Oct. 12, 2021, assigned its 'B+' long-term
foreign- and local-currency sovereign credit ratings to Armenia. At
the same time, S&P assigned its 'B' short-term foreign- and local
currency ratings. The outlook is positive. S&P also assigned its
'BB-' transfer and convertibility assessment to Armenia.

Outlook

The positive outlook reflects Armenia's prospects for a continued
rapid economic expansion over the next two-to-three years. It also
reflects the potential for faster-than-anticipated reduction in
external leverage as well as stronger fiscal performance, beyond
our expectations.
Upside scenario

S&P could raise the ratings on Armenia over the next 12 months if
it sustained its strong economic performance with no major external
headwinds or pandemic-related challenges clouding the medium-term
growth prospects alongside sustained structural reform momentum. An
upgrade could also follow a larger-than-expected reduction in
external debt.

Downside scenario

S&P could revise the outlook to stable if GDP growth fails to pick
up, contrary to its expectations, or if the external deleveraging
trend reverses.

Rationale

S&P's ratings on Armenia are constrained by evolving institutional
settings, low income levels, high external indebtedness, and
sizable external financing needs. S&P also factors in the recent
erosion of public finances, albeit with well-contained debt
servicing costs. The ratings are supported by Armenia's positive
growth outlook, its fiscal consolidation plans, the availability of
external official funding, and a prudent policy framework that has
helped preserve economic stability despite severe and synchronized
shocks in 2020.

Institutional and economic profile: A strong recovery is underway

-- S&P expects real GDP growth of 6.3% in 2021 as Armenia recovers
from the pandemic- and war-induced shocks.

-- Domestic political stability has settled in following the
strong renewal of the government's mandate in the June elections.

-- S&P expects that near-term external security risks will remain
contained following last year's conflict.

S&P said, "We project Armenia's real GDP will expand by 6.3% in
2021 and 4.6% in 2022. The economic recovery is gaining momentum
following last year's deep recession triggered by the pandemic and
military conflict along the contact line in the Nagorno-Karabakh
conflict zone. We think that growth will come from robust exports
and private consumption. Export growth has been supported by
increasing demand for copper, which constitutes a quarter of
Armenia's goods exports; recovering services exports; and a
recovery in key trading partners. Private consumption benefits from
pent-up savings and a significant increase in worker
remittances--not only from Russia, which hosts as many as 200,000
Armenian seasonal workers (or almost 20% of Armenia's labor force),
but also from other countries, including the U.S., with an Armenian
diaspora. In the coming two years, we anticipate that investment
will play an increasingly important role as growth driver, for
example, through government investment in transport
infrastructure."

Armenia has weathered the impact of the pandemic and military
conflict without jeopardizing economic stability, despite
substantial external pressure, as reflected in a 9% currency
depreciation vis-a-vis the U.S. dollar in 2020. S&P attributes this
resilience at least in part to a credible fiscal and monetary
policy framework. Accumulated fiscal space from fiscal prudence has
allowed authorities to provide substantial support measures to the
pandemic-hit economy while maintaining fiscal stability. The
COVID-19 response was facilitated by the central bank's
accommodative policy stance as well.

In the three years before the pandemic, Armenia had posted an
average GDP growth of over 7% in per capita terms, a very strong
performance compared with that of peers. S&P expects that the
dependence on extractive industries (about 5% of gross value added
and over 40% of goods exports) will remain an important feature of
the Armenian economy, but also note that services exports had
increased before the pandemic--mainly travel, transport, and IT
services. S&P's projections for annual GDP growth of 4% on average
in 2022-2024 rest on the assumption that these sectors will recover
and continue to expand. Another factor supporting growth could be
the continuation of structural reforms directed at improving the
business environment and enhancing human capital.

At the same time, several risk factors could impair Armenia's
growth outlook. The country has strong trade links with Russia and
so depends on economic developments there. Russia is the most
important destination for Armenia's exports of both merchandise and
human capital. In turn, it is also the most important source
country of remittances, which proved to be a key transmission
channel when they decreased in the wake of the pandemic. Although
S&P expects the Russian economy to post a strong rebound of 4.0% in
2021 and expand by 2.6% in 2022, negative terms of trade shocks and
stronger international sanctions could weigh on its economic
performance. In addition, Armenia is somewhat susceptible to swings
in the international commodity markets, given the importance of
copper, gold, and other metals in its exports.

A resurgence of the pandemic continues to pose a looming risk,
especially in light of Armenia's low vaccination rates. The spread
of variants globally and possible resulting restrictions could
delay the recovery of the country's tourism sector, which had grown
substantially before the pandemic to contribute over 10% of GDP.

Armenia's economic performance is also sensitive to external
security risks emanating from potential large-scale military
actions along the contact line in the Nagorno-Karabakh conflict
zone. That said, following the six-week war and the ceasefire
mediated by Russia in late 2020, S&P does not expect a resurgence
of full-fledged military conflict, despite recurring skirmishes. In
the conflict's aftermath, a political crisis in Armenia ensued and
resulted in snap elections. In the June 2021 polls, the governing
alliance emerged victorious by a comfortable margin. This should
enable authorities to pursue their ambitious reform agenda, which
aims to improve the business environment, raise investments, reduce
poverty, and address structural impediments to higher growth.
Armenia's standby arrangement with the IMF will remain an anchor
for near-term structural reforms. At the same time, the government
has already improved governance and institutional efficiency since
coming into office in 2018. If successful, higher growth could help
reduce Armenia's high unemployment, curb outmigration, and
alleviate demographic pressures.

Flexibility and performance profile: Fiscal and external balance
sheets are set to improve

-- S&P projects Armenia's general government deficit to narrow to
around 2% of GDP over the next two-to-three years.

-- External deleveraging is set to resume following a surge in
external debt last year.

-- Inflationary pressures have prompted the Central Bank of
Armenia to start monetary tightening in late 2020.

S&P said, "We project that Armenia's general government deficit
will narrow to 4.1% of GDP in 2021 from 5.1% in 2020. Our
projections are slightly better than the government's own budgeted
deficit, because we factor in strong year-to-date revenue
outperformance. Over 2022-2024, we expect the general government
deficit to narrow further, to around 2% of GDP. This will follow
the economic recovery, a phase-out of pandemic-related support
measures, and revenue intake improvements. We understand that the
government is implementing tax-raising measures, for example in the
mining sector, through environmental taxes, and on property. In
that vein, we anticipate that recent and planned amendments to the
tax code as well as tax mobilization efforts will likely widen
Armenia's modest tax base, reflected by a comparatively low share
of tax revenue relative to GDP of 22%-23%. We also think that
despite the surge in government debt in 2020, the fiscal rules will
remain an effective anchor for consolidation, because they
prescribe a return of debt to below 60% of GDP in the near term.

"Net of liquid government assets, we project general government
debt to decrease to 48% by 2024 from 53% in 2021. The swift
reduction is because of exchange rate movements: the domestic
currency, the Armenian dram, has appreciated notably following
depreciation at the beginning of the year and almost three-quarters
of government debt outstanding is denominated in foreign currency,
predominantly the U.S. dollar. This means that the change in
government debt is significantly below the headline budget deficit
this year, but it also highlights risks to Armenia's debt metrics
should the dram depreciate. Still, we note the predominance of
concessional borrowing in the sovereign's public external debt.
Armenia will continue to benefit from funding from international
financial institutions if needed, with significant undisbursed
commitments already in place. At the same time, its international
partners provide access to funding, including the EU, which
recently pledged a EUR2.6 billion ($3.1 billion) economic support
and investment package.

"We also note Armenia's strong capital market access, demonstrated
by a $750 million 10-year Eurobond issued at a low 3.6% in February
2021 despite heightened political uncertainty. We therefore think
that international issuance will remain a strategic option for the
government but understand that authorities are planning to increase
issuance in domestic markets.

External pressures have abated notably since the end of 2020 as
external buffers have been replenished. This reflects the stronger
dram following the depreciating trend in 2020 and early 2021.
International reserves have increased to $3.2 billion in August
2021, exceeding their end-2019 level by 13%, bolstered by the
recent IMF's Special Drawing Rights allocation, which was
equivalent to $176 million. Sound exports, supported by soaring
copper prices and high remittances inflows, will help narrow the
current account deficit in 2021. S&P said, "As labor remittances
moderate and domestic demand sustains import growth, we expect the
current account deficit to widen again to just below 4% of GDP by
2024. External debt net of liquid external assets (narrow net
external debt, our preferred measure of external leverage) is set
to decline to below 100% of current account receipts by 2023 after
its surge to 130% in 2020. Gross external financing needs will
hover near 110% of current account receipts and usable reserves
over the next three years. External financing will likely be tilted
more toward debt-creating inflows, including concessional debt,
than foreign direct investment as we project rather moderate
foreign direct investment inflows."

To stem inflationary pressure, with consumer price index inflation
peaking at 8.8% in August, the Central Bank of Armenia has hiked
interest rates several times since December 2020, by a total of 300
basis points. This, and the recent dram appreciation, should help
bring inflation more toward the 4% target over the coming 12-36
months. S&P thinks that the Central Bank of Armenia's monetary
policy framework benefits from the institution's high degree of
operational independence and its improving credibility following
effective efforts to anchor inflation expectations. The dram is
free-floating, and the central bank intervenes from time to time,
such as in 2020, to prevent disorderly market conditions. However,
the relatively high dollarization and shallow domestic capital
markets in local currency somewhat inhibit the country's monetary
transmission channels.

Armenia's banking sector is well-capitalized, profitable, and
liquid. S&P said, "Although the sector's stability persevered
despite last year's shocks, we expect that nonperforming loans
(loans over one day overdue) could increase to up to 8.0% in
2021-2022, from 6.1% as of mid-2021. Dollarization of loans and
deposits has subsided recently, albeit from relatively high levels.
Nonresident deposits account for slightly over 20% of total
deposits and these stayed remarkably stable during last year's
shocks--especially when compared with peers that experienced
nonresident deposit outflows. We attribute this to a large share of
these deposits stemming from the Armenian diaspora, which
contributed to their relative stability even during the armed
conflict. Following three years of an annual average credit growth
rate of 15%, loans declined by 7% in first-half 2021. We expect
some lending revival in second-half 2021."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  NEW RATING

  ARMENIA

  Sovereign Credit Rating                B+/Positive/B
  Transfer & Convertibility Assessment   BB-




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C Z E C H   R E P U B L I C
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DRASLOVKA HOLDING: Moody's Gives 'B2' CFR & Rates $335MM Loan 'B2'
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Moody's Investors Service has assigned a B2 corporate family rating
and a B2-PD probability of default rating to Draslovka Holding
Alpha a.s. (Draslovka). Concurrently, Moody's has assigned B2
instrument ratings to the proposed $335 million guaranteed senior
secured term loan B and $30 million guaranteed senior secured
revolving credit facility (RCF). Both debt instruments will be
borrowed by Manchester Acquisition Sub LLC, a subsidiary of
Draslovka. The outlook on the ratings of both entities is stable.

The proceeds from the transaction will finance the purchase price
for the acquisition of The Chemours Company's (Ba3 negative) mining
solutions business (CMS) as well as refinance existing debt in
order to pay transaction fees and to fund $6 million of cash on
balance sheet. The restricted group will include Draslovka's legacy
business and the newly acquired CMS. The restricted group for the
proposed instruments will not include the acquisition of the sodium
cyanide (NaCN) assets of Sasol Limited (Ba2 negative), which
Draslovka's parent company will acquire.

RATINGS RATIONALE

Draslovka's B2 rating reflects the company's small scale and narrow
business profile, with limited diversification in terms of product,
customer, end market, and manufacturing footprint, which is
balanced by a strong market position and a starting leverage in
line with a B2 rating. In addition, the assigned rating reflects
Moody's expectations of moderately negative FCF generation in
2022.

Following the acquisition of CMS, Draslovka's sales will be heavily
geared towards gold mining, where its main product NaCN is used to
extract gold from ore. Around 86% of Draslovka's proforma sales for
the last twelve-month period ending June 2021 are generated with
the mining industry and the majority of these in North America.
Albeit the company's long term customer relationships the rating
also reflects the fact that the company's revenues are to some
degree concentrated on a few customers, with the ten largest NaCN
customers accounting for around 40% of revenues. The company
operates two plants, one with 120 KT of NaCN capacity in Memphis,
Tennessee and one 28 KT of NaCN capacity in Kolin, Czech Republic.
These concentration risks not only expose the company's revenue and
EBITDA generation to event risks such as strikes at customer mines,
loss of material customers or production disruptions but also to
changes in the production volumes of gold in its core markets. CMS'
performance during 2020 has been negatively impacted by a volume
decrease of around 21% and a decrease in revenues of 24% to $203
million from $269 million. The volume decline was partially driven
by the conscious decision to exit certain customer contracts, but
also a result of lower demand due to the COVID-19 pandemic and the
blockade of a customer mine. However, its adjusted EBITDA before
licensing income declined by $6 million, as CMS benefitted from
lower raw material prices and pricing for its volumes which were
sold under long-term contracts remained relatively stable. Around
80% of CMS revenues are generated under longer term contracts,
which provides the company with some certainty around pricing and
margin for these volumes. Furthermore, the company was able to
increase its income from licensing its production technologies
during 2020 to $16.5 million from $11 million in 2019, which served
as an additional mitigant to the pandemic related decline in
demand. Draslovka's performance during 2020 has remained relatively
stable compared to 2019. On a combined basis, Moody's adjusted
EBITDA increased to $83 million in 2020 from $81 million in 2019.
However, the licensing income in 2020 was at a level which Moody's
does not consider to be sustainable, although Moody's understands
that licensing income is expected to be a similar level in 2021.

Given Draslovka's strong market position in the North American
market, Moody's expect the company to be well positioned to benefit
from underlying market growth. The processing of increasingly lower
grade ores, which requires greater quantities of NaCN, will help
mitigate the negative impact on NaCN demand from a potentially
lower production in individual gold mines in the longer term.

In the context of Draslovka's narrow business profile, the pro
forma starting gross leverage of Moody's adjusted debt/EBITDA of
4.6x positions the company well in the B2 rating category. Moody's
expects that leverage will remain around this level in 2021 as the
positive effects from higher sales volumes on EBITDA will be
absorbed by higher raw material prices, which only can be passed on
to customers with a time lag. Moody's expects that the company will
further deleverage to below 4.5x in 2022 driven by continued
normalization of sales volume and gradual pass through of higher
raw material prices. Moody's view incorporates expectations that
planned changes to the technical process to capture excess ammonia
at its Memphis plant will provide additional EBITDA of around $15
million per annum from 2023 onwards, potentially supporting
deleveraging to around 4x in 2023.

During 2022, the company is planning to increase its capex to
around $56 million to facilitate operational improvements at its
Memphis plant, support debottlenecking at Kolin and expand its non
NaCN product offering. The most significant single investment
project will be the technological improvements to utilize excess
ammonia from the production process at the Memphis plant. Elevated
capex will lead to moderately negative FCF in 2022. However,
Moody's expects the shortfall in cash generation to be offset by
the sale of equipment from the company's stalled Laguna project to
the group's South African perimeter outside of the restricted
group.

ESG CONSIDERATIONS

Sodium cyanide is a highly toxic substance and accidents when
handling sodium cyanide can have severe environmental impact. In
particular new mining projects using cyanidation or building new
plants to manufacture NaCN can face strong opposition from
communities, environmental groups and other parties. For example,
lawsuits have also forced CMS to stop its investment into
additional capacity in Mexico. The company does not expect theses
lawsuits to have a further material financial impact on its
earnings or cash flows. In certain jurisdictions the use of sodium
cyanide is banned, due to environmental and health and safety
concerns. However, Moody's notes that around 90% of gold production
still relies on cyanidation as a technique due to a lack of
economically viable alternative, with less environmental impact.
Longer-term the company intends to increase the share of sales from
non NaCN products, and expects its product portfolio to be well
positioned to benefit from product substitution from less
sustainable products to its own products. However, the share of
these products for the time being remains small relative to the
revenues of the combined entity.

Draslovka is ultimately owned by Czech multi family office bpd
partners, while private ownership usually comprises a longer
investment horizon, privately held companies are typically less
transparent and show less independent board representation than
their listed counterparts. Moody's also notes that the South
African perimeter outside of restricted debt group constitutes a
material part of Draslovka's parents' operations and commercial
strategy.

LIQUIDITY PROFILE

Draslovka's liquidity profile is expected to remain adequate but is
initially relatively weak. Proforma the transaction, the company
has access to $6 million of starting cash and the initially undrawn
$30 million RCF. In combination with expected FFO generation of
around $50 million in 2022, these sources should be sufficient to
cover swings in working capital, mandatory debt amortization of
around $3.4 million and capital expenditures of around $56 million.
Draslovka's RCF is subject to a 5.1x Total Net Leverage maintenance
covenant, which Moody's expects to be met at all times.

STRUCTURAL CONSIDERATIONS

The guaranteed senior secured term loan B and the guaranteed senior
secured revolving credit facility are rated B2, in line with the
corporate family rating. This reflects their dominance in the
capital structure and the fact that they share the same guarantor
coverage and security package.

OUTLOOK

The stable outlook on Draslovka's B2 ratings reflects Moody's
expectation that Draslovka will maintain credit metrics in line
with Moody's expectations for the B2 rating. Furthermore, the
stable outlook assumes that Draslovka will smoothly integrate CMS.

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

Draslovka's rating could be upgraded if the company would achieve a
more diversified revenue mix with an increasing share of non NaCN
sales. An upgrade of the rating would also require Moody's adjusted
gross leverage to remain well below 4x on a sustainable basis and
its FCF / Debt to consistently remain around 10%. The establishment
of a track record of a balanced financial policy would also be a
prerequisite for a rating upgrade.

Negative rating pressure would arise if Draslovka's liquidity
profile weakens or the company would not maintain a liquidity
reserve of at least $20 million. Moody's could furthermore
downgrade Draslovka's rating, if its leverage would be close to 6x
and its FCF/debt would be consistently be in the low single
digits.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemical
Industry published in March 2019.


DRASLOVKA HOLDING: S&P Assigns Prelim. 'B' ICR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' preliminary long-term issuer
credit and issue ratings to Czech Republic-based Draslovka Holding
a.s. (Draslovka) and the proposed senior secured loans.

The stable outlook reflects S&P's expectation that Draslovka will
continue to increase its EBITDA, mainly due to higher volumes under
supportive market conditions, resulting in adequate liquidity and
below 4.5x adjusted debt to EBITDA (without preferred equity) in
the next 12 months.

Draslovka is acquiring Chemours Mining Solutions (CMS) for $520
million and will fund the transaction with $335 million of proposed
term loans plus equity.

Draslovka is acquiring CMS from (BB-/Stable/--), with the
transaction scheduled to close in fourth-quarter 2021.

The contemplated financing comprises a $335 million senior secured
term loan B (TLB) due in seven years and a $30 million senior
secured revolving credit facility (RCF) due in five years. The
transaction will be further supported by equity from Draslovka
shareholder, the multi-family office bpd partners a.s. (bpd).

The preliminary ratings reflect the aggressive leverage at
transaction close. This primarily includes the $335 million
proposed TLB, translating into about 4.3x S&P Global
Ratings-adjusted debt to EBITDA on a pro-forma basis at year-end
2021. S&P expects the combined group to generate annual adjusted
EBITDA of $80 million-$85 million in 2021-2022, supported by
expanding market demand and solid margins. This will lead to
leverage remaining below 4.5x debt to EBITDA in 2022 with moderate
deleveraging potential after supported by synergies at CMS's
production site.

S&P said, "Our assessment of Draslovka's financial risk also
reflects its constrained free operating cash flow (FOCF),
especially in 2022 due to higher-than-normal capital expenditures
(capex). Healthy margins and modest annual working capital outflows
should help the group to sustain fair FOCF of above $15 million per
year under historically normal capex of about $30 million. However,
capex will be higher than normal in the coming years, at up to
about $37 million in 2021, about $56 million in 2022, and about $40
million in 2023. This relates to catch-up in maintenance capex,
debottlenecking projects, and investments needed to modify
production processes and generate synergies at CMS's plants. As a
result, we anticipate FOCF will temporarily turn negative in 2022,
followed by a swift turnaround to positive from 2023.

"We note that bpd's financial policy could lead to much higher
leverage in the next 6-12 months. We understand that bpd is
considering syndicating up to half of the new equity amount to
strategic and/or financial investors in the form of common stock
and/or preferred equity in fourth-quarter-2021 or
first-quarter-2022. We view third-party-held preferred equity
certificates (PEC) as debt. With the potential addition of up to
$150 million of PECs in the capital structure, leverage will weaken
to above 6x adjusted debt to EBITDA, compared with 4.3x without
PECs.

"The main constraints on our assessment of Draslovka's business
profile include its relatively small size, high exposure to sodium
cyanide (NaCN) used by the gold mining industry, reliance on
production at two sites, and relatively high customer
concentration." With sales of $320 million-$340 million and EBITDA
of $80 million-$85 million on a pro-forma basis for 2021, Draslovka
is relatively small compared to other rated commodity chemical
players, making it more vulnerable to external changes/shocks than
larger companies. Although Draslovka is one of a few cyanide
producers with diversification into other nonmining products, the
combination with CMS leads to about 86% of group EBITDA generated
from NaCN--used for leaching in gold and silver mining. Gold mining
industry production levels depend on gold prices. Low gold prices
can lead to shutdowns at customers sites and lower demand for NaCN,
as seen in 2016 when prices plummeted. Other end markets include
electroplating (4%), tire and rubber manufacturing (4%),
agriculture (4%), and others (2%).

Given the large exposure to gold mining, the company's main
customers are large gold mines in the Americas, and the top 10
accounted for almost 50% of group revenue in 2020. Loss of key
customers, or shutdown at customers' mining sites will have a
material negative impact on the group's performance. In 2020,
nonrenewal of four contracts (some of which are decided by
management to protect margin) and mine shutdowns due to COVID-19
led to more than a 14% reduction in NaCN production at CMS. This
has been partially offset by new contract wins.

S&P said, "Moreover, we view asset concentration risks as high
given that the combined group only has two production sites, one in
Europe (Kolin, Czech Republic) and the other in the U.S. (Memphis,
Tennessee). Any extended turnarounds or unexpected outages will hit
output levels. In addition, production to some extent depends on
one key customer for hydrogen cyanide (HCN). About 40% of HCN
produced at CMS's Memphis site is sold directly to Mitsubishi
Chemicals onsite via a pipeline (with the remainder used to produce
NaCN), which generated 12.6% of group revenue in 2020. As
maintenance turnarounds at Mitsubishi and CMS are not synchronized
(to be improved in about two years), shutdowns at Mitsubishi can
also affect CMS's output. For example, NaCN production decreased
10% in 2019, driven by a Mitsubishi turnaround and unplanned
outages at CMS.

"We note that the Laguna project has resulted in high sunk costs,
including investments borne by the seller, and management expects
an exit from it.The Laguna project--involving investment in a 50
kiloton (kt) greenfield site for NaCN production in the center of
the Mexican mining cluster--has been halted due to pending legal
cases from the local community relating to environmental and human
rights concerns. This resulted in an about $37 million
restructuring provision in 2020 related to a dispute with a
subcontractor, which was settled in 2021 with about $26 million of
cash payments. Although the outcome is still uncertain, we assume
Laguna will be wound down in our base case, in line with
management's expectations." Invested machinery and equipment would
be sold to the Sasol site (also acquired by Draslovka, but outside
of the financing perimeter) at an arm's length basis, which is the
most cost-effective solution. Despite upside potential from
disposal and re-use of assets as expected by management, we think
that there is uncertainty on the amount and timing of cash inflows
and outflows in the planned exit process.

The business risk profile is supported by Draslovka's global
leading position in the niche market of cyanide-based chemicals for
the gold mining industry, which is seeing demand growth and has
only a few key competitors. The company has relatively high margins
with an advantageous cost position and potential improvements from
synergy realization. It also has good technological capabilities
with licensing income as an additional earnings stream, strong
customer relationships with contracted sales, and quarterly cost
pass-through.

Combined with CMS, Draslovka will become the largest pure player
for cyanide-based chemicals in terms of sales and EBITDA.It will be
the No. 2 NaCN producer worldwide (behind U.S.-based Cyanco) in
terms of sales volume with about 104 kt estimated for 2021. This
translates into about 8% global market share for Draslovka, given
about 1.3 metric tons per year (mtpa) global merchant NaCN supply
in 2021, which is a small niche market. Given that liquid/solution
NaCN is very difficult to transport and normally sold directly to
customers onsite, most NaCN manufacturers have a regional
footprint. Only a few players, including Draslovka and
Germany-headquartered CyPlus, operate manufacturing sites across
the globe. Among the few competitors for Draslovka, Cyanco focuses
more on liquid NaCN (about 60% in volume) sold in Nevada, U.S.
There are only two other competitors in the Americas outside the
U.S. (CyPlus/Röhm in Mexico and Proquigel in Brazil), which are
relatively small in capacity and can only supply selected regional
customers.

Draslovka benefits from solid market demand due to increasing
mining volumes amid elevated gold prices in recent years and more
complex ores and declining ore grades that require additional NaCN
to mine. At the same time, capacity additions are limited globally
for the next several years. According to management, NaCN capacity
is forecast to increase gradually by about 2.0% per year while
demand is expected to expand more than 4% per year until 2025.

Draslovka benefits from long-term relationships with blue-chip
mining customers, supported by NaCN's critical role for gold
production while only representing about 4% of a mine's cash costs.
CMS generates about 80% of sales from contracted customers with
minimum off-take volumes and selling price adjustments every
quarter to reflect feedstock price fluctuations. S&P considers the
group to be able to pass on raw material price changes to
customers, but with a time lag of three-to-six months.

More than 60% of CMS's costs are variable, of which about
two-thirds are raw materials including caustic soda, ammonia, and
natural gas, and it has access to low-cost feedstock in the U.S.
This, together with strong customer relationships, has resulted in
healthy profitability with a comfortably above 20% EBITDA margin,
compared with the 9%-17% average for the commodity chemical
industry. In addition, the transaction offers margin upside due to
synergies through replicating Draslovka's HCN production process at
the Memphis site, with by-product manufacturing and ammonia
utilization. This should bring about $15 million of EBITDA per year
in about 18 months and has relatively low realization risks.

The group benefits from effective production technology. Draslovka
possesses a proprietary reactor design and a competitive production
process, which allows for more than 10% lower raw material use. CMS
owns technology for HCN, NaCN, and ACN plants, which generated
license income of $8 million-$20 million in recent years,
supporting more resilient EBITDA. For example, in 2020 licensing
income compensated for volume-driven EBITDA declining due to
COVID-19. This resulted in stable EBITDA despite an about 20%
revenue decline. S&P expects licensing income of about $16 million
in 2021 (included in adjusted EBITDA), before declining to $5
million-$8 million per year from 2022.

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

"The stable outlook reflects our expectation that Draslovka will
continue to increase its EBITDA, mainly due to higher volumes under
supportive market conditions, resulting in adequate liquidity and
below 4.5x adjusted debt to EBITDA in the next 12 months. At the
current rating, we would expect the company to maintain adjusted
debt to EBITDA of about 6x, generate positive FOCF with a
normalized capex level, and maintain at least adequate liquidity.
The stable outlook also reflects our expectation of a smooth
integration of CMS with synergies achieved as planned in 18-24
months.

"We could lower the rating if liquidity deteriorates to less than
adequate due to much-lower-than-expected EBITDA, high growth capex,
and large working capital swings, or if leverage weakens to
materially above 6.0x adjusted debt to EBITDA, or FOCF remains
negative for a prolonged period without prospects of a swift
recovery. This could occur if there is a significant drop in
operating performance due to major unexpected disruptions at one of
the two production facilities, loss of key customers, or a
sustained drop in gold prices leading to much lower activity at
customers' gold mining operations. It could also happen if there is
material disruption in sourcing key raw materials from its major
suppliers.

"We could raise the rating if Draslovka sustains S&P Global
Ratings-adjusted debt to EBITDA well below 5x, generates positive
FOCF on a sustainable basis with a normal level of capex, and
maintains adequate liquidity. In addition, an upgrade hinges on a
strong commitment from the shareholder to maintain credit metrics
at a level commensurate with a higher rating."




===========
F R A N C E
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CHROME HOLDCO: Moody's Affirms B2 CFR & Rates EUR300MM Add-on B1
----------------------------------------------------------------
Moody's Investors Service has affirmed Chrome HoldCo's ("Cerba") B2
Corporate Family Rating and B2-PD Probability of Default ratings as
well as the B1 instrument ratings on EUR1525 million of senior
secured term loan B and EUR420 million senior secured notes issued
by Chrome BidCo. The Caa1 rating assigned to EUR325 million of
senior unsecured notes was also affirmed. Concurrently Moody's has
assigned a B1 instrument rating to EUR300 million of add-on to the
existing EUR1525 million senior secured term loan B issued by
Chrome BidCo. The outlook on Chrome HoldCo and Chrome BidCo is
stable.

The proceeds from the proposed senior secured term loan B, along
with EUR500 million of other secured debt and senior unsecured
debt, as well as equity will be used to finance the acquisition of
Lifebrain Srl.

RATINGS RATIONALE

The affirmation of Cerba's CFR follows the launch of the financing
of the Lifebrain Srl acquisition. Cerba will acquire Lifebrain for
an enterprise value of around EUR1.2 billion valuing Lifebrain at
around 10x LTM June 2021 Management EBITDA.

The action balances the strong strategic rationale of the Lifebrain
acquisition, the material equity contribution used to fund the
purchase price and the strong year-to-date operating performance of
both Cerba and Lifebrain with the high price paid for the
acquisition and the integration risk of a target company that has a
history of very strong external growth. Pro forma the closing of
the acquisition, Cerba will be weakly positioned in the B2 rating
category.

The acquisition of Lifebrain makes strategic sense. Cerba will
diversify its operations geographically reducing its high share of
revenue on the French laboratory market and will reinforce its
market position in the attractive Italian laboratory market. The
Italian laboratory market has strong organic growth prospects and a
benign regulatory environment with a high share of out of pockets
laboratory patients.

Through the Lifebrain acquisition, Cerba will also get a market
presence on the Austrian market, a laboratory market with strong
growth prospects as well as access to a sizeable PCR test facility
based in Austria.

The acquisition of Lifebrain will also offer Cerba a strong growth
platform that would have taken years to build on an organic basis
and through smaller bolt on acquisitions. Beyond the n°1 market
position of Cerba pro forma of the acquisition (by number of
laboratories) Lifebrain's good contacts in the Italian market will
give Cerba access to new external growth and consolidation
opportunities.

The owners of Cerba will inject EUR466 million of equity to fund
the acquisition of Lifebrain in order to mitigate the leverage
impact of the transaction on Cerba's balance sheet. The pro forma
leverage of the proposed acquisition will be broadly in line with
the pro forma leverage when EQT acquired a stake in Chrome HoldCo
earlier this year.

The operating performance of both Cerba and Lifebrain has been very
strong year-to- date June 2021. Cerba posted strong revenue and
EBITDA growth y-o-y (+77% and +162% respectively) but also exceeded
its budget for the first six months of the year. While the
operating performance was also supported by the covid testing
activity, Cerba's core business was back to pre-pandemic levels and
outperformed budget. Lifebrain's operating performance was also
very strong although Moody's caution that the contribution of covid
testing activities is stronger for Lifebrain than for Cerba. Covid
testing activity accounted for around 50% of Lifebrain's LTM June
2021 revenue but will however account for a small portion of the
overall Cerba pro forma EBITDA. This compares to around 30% for
Cerba over the same period.

Cerba will pay a significant premium to acquire Lifebrain. The
acquisition price values Lifebrain at 12.6x LTM June 2021
structuring EBITDA (pro forma of Cerba group synergies) and at
10.4x LTM June 2021 Management EBITDA. This is a high valuation
multiple compared to similar transactions that have been executed
in the laboratory market in the recent past. While the strong
strategic rationale mitigates the high premium to some extent, the
high price paid will put Cerba under pressure to realise the
synergies recognized and the strong organic growth foreseen over
the next 2-3 years. Leverage ratios are expected to weaken for the
requirements for the B2 rating category, debt/EBITDA is expected to
increase to around 7.0x or slightly more before it is expected to
be restored to below 7.0x by 2023. Cerba's rating benefits from its
track record of good free cash flow generation, Moody's expect
FCF/Debt to be around 5% over the next 2-3 years.

The rating doesn't factor in any dividend payouts over the next
years or further sizeable debt funded acquisitions.

The acquisition of Lifebrain is a sizeable transaction for Cerba
and bears execution risk. The very strong growth history of
Lifebrain (both organic and external) increases the integration
risk. Moody's gain some comfort from Cerba's strong track record in
pursuing acquisitions and integrating them as well as the company's
knowledge of the Italian market through its existing market
presence.

RATIONALE FOR THE STABLE OUTLOOK

The rating outlook is stable, based on the expectation of a
successful integration of Lifebrain and continued performance
improvements, supporting a recovery of credit metrics over the next
years.

LIQUIDITY

The liquidity profile of Cerba pro forma of the closing of the
transaction will be solid. Cerba will have EUR157 million of cash
on balance sheet pro forma of the closing of the acquisition
(EUR101 million cash overfunding from the financing of the
transaction) as well as full availability under its EUR400 million
revolving credit facility.

STRUCTURAL CONSIDERATIONS

The B1 ratings assigned to the upsized EUR1825 million senior
secured term loan B is one notch above the B2 CFR, reflecting the
loss absorption buffer from the EUR325 million of senior unsecured
debt that will be part of Cerba's capital structure pro forma of
the closing of the Lifebrain acquisition.

ESG CONSIDERATIONS

Cerba has an inherent exposure to social risks, given the highly
regulated nature of the healthcare industry and its sensitivity to
social pressure related to the affordability of and access to
healthcare services. Governance risks for Cerba include any
potential failure in internal control that could result in a loss
of accreditation or reputational damage and, as a result, could
harm its credit profile. Given its private equity ownership,
Moody's considers that Cerba has a relative aggressive financial
strategy characterised by a tolerance for high financial leverage
and shareholder-friendly policies. However when considering larger
M&A transactions, shareholders will support Cerba and contribute
equity if need be. Regular and smaller M&As will be financed
through own cash flow generation.

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

Positive pressure could arise over time if (1) the Moody's-adjusted
debt/EBITDA falls below 5.5x on a sustained basis and (2) the
Moody's-adjusted FCF/debt improves towards 10% on a sustained
basis.

Downward rating pressure could develop if (1) the leverage, as
measured by Moody's-adjusted debt/EBITDA, does not remain below
7.0x on a sustained basis, (2) the Moody's adjusted FCF/debt does
not remain close to 5% on a sustained basis and /or (3) the
company's liquidity deteriorates.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Chrome HoldCo

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Senior Unsecured Regular Bond/Debenture, Affirmed Caa1

Issuer: Chrome BidCo

Senior Secured Bank Credit Facility, Affirmed B1

Senior Secured Regular Bond/Debenture, Affirmed B1

Assignments:

Issuer: Chrome BidCo

Senior Secured Bank Credit Facility, Assigned B1

Outlook Actions:

Issuer: Chrome HoldCo

Outlook, Remains Stable

Issuer: Chrome BidCo

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Cerba Healthcare S.A.S., headquartered in Paris, France, is a
provider of clinical laboratory testing services in France,
Belgium, Luxembourg, Italy and Africa: The group generated revenue
of EUR1.3 billion for the full year 2020.


EDUCATION GROUP: Moody's Assigns First Time B2 Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service has assigned a first-time B2 corporate
family rating and a B2-PD probability of default rating to The
Education Group SAS (Grandir), the holding company within the
restricted group that will own Grandir SAS, a leading French-based
international provider of child care and early education.
Concurrently, Moody's has assigned a B2 rating to the EUR350
million first lien senior secured term loan B (TLB) due September
2028 and the EUR75 million first lien senior secured revolving
credit facility (RCF) due March 2028, both borrowed by The
Education Group SAS. The outlook is stable.

On July 19, 2021, funds managed by Infravia Capital Partners
(InfraVia) signed an agreement to acquire Grandir for a total
consideration of around EUR800 million. Shortly after, on July 27,
2021, Grandir announced that it had entered into exclusive
negotiations to acquire Sodexo's child care business, Liveli, for a
total consideration of around EUR200 million. The acquisitions will
have a sizeable equity contribution from InfraVia along with
significant reinvestment from Grandir's founder and Sodexo. The
equity contribution, together with the proceeds from the TLB, will
be used to (1) fund the combined enterprise value consideration of
around EUR1,000 million; (2) provide a cash over-funding of EUR20
million, and (3) pay transaction costs of EUR24 million.

"The B2 rating reflects Grandir's resilient busines model and good
industry demand dynamics supported by a favorable regulatory
environment and tax regime mainly in France, its largest market,"
says Víctor Garcia Capdevila, a Moody's Vice President -- Senior
Analyst and lead analyst for Grandir.

"However, the rating also factors in Grandir's high leverage, the
execution risks associated with its rapid and ambitious organic and
inorganic growth strategy, and its limited free cash flow
generation," adds Mr. Garcia.

RATINGS RATIONALE

Grandir's B2 CFR reflects (1) the positive industry demand dynamics
of the child care and early education business with supply-demand
imbalances in countries like France, Germany, Canada or the United
States; (2) its solid business model supported by a degree of
revenue visibility from long term contracts with corporates and
municipalities; (3) the favorable regulatory environment,
particularly in France, where the company generates around 70% of
consolidated revenues; (4) its resilient operating performance in
economic downturns and during the pandemic; (5) its growing
international diversification in a selected number of countries
with supportive child care policies and limited customer
concentration; (6) the large equity injection from the sponsor,
representing about 66% of the total acquisition price; and (7) the
potential for synergies from the combination with Liveli.

However, the rating is constrained by (1) the company's high
leverage post-transaction, with Moody's-adjusted gross leverage of
6.0x before lease adjustments (4.5x after lease adjustments) on a
proforma basis; (2) risks of potential adverse changes in the
regulatory landscape, particularly in France, although this is
mitigated by the long track record of the current regulatory and
tax incentives framework; (3) lower profitability margins compared
to peers mainly because of the acquisition of Liveli which is
margin dilutive; (4) potential for near term performance to be
affected by lower birth rates caused by the pandemic, although it
is mitigated by the structural deficit of seats in France and other
key markets; (5) pricing pressures in the business-to-business
segment led by an intensification of the competitive environment;
(6) execution risks associated with a rapid and ambitious inorganic
growth strategy and the expansion into new countries where the
operating environment might not be as favorable as in France; and
(7) modest free cash flow generation.

Moody's estimates that Grandir's revenue will grow by mid-single
digit in 2022 to EUR570 million driven by new nurseries and the
ramp up of openings in previous years. Moody's estimates the
company's EBITDA margin will increase slightly in 2022 to 22%
(2021:21.6%), driven mainly by a higher absorption of headquarter
and support functions costs, leading to an EBITDA in 2022 of around
EUR125 million (2021: EUR119 million).

Moody's base case scenario assumes slightly negative free cash flow
generation of around EUR3 million in 2021 and only modest positive
FCF of about EUR10 million in 2022. In the absence of debt funded
M&A, Moody's estimates that leverage could reduce to 5.6x in 2022
and 4.9x in 2023, before lease adjustments, and to 4.3x and 4.0x,
respectively, after lease adjustments.

However, given the highly fragmented nature of the early child care
education industry coupled with Grandir's proven appetite and track
record of inorganic growth, the company is highly likely to engage
in further debt funded acquisitions.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

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

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

Human capital is also a social consideration in Grandir's rating
because one of its biggest challenges is the shortage of staff.
Personnel expenses represent around 65% of the company's total
operating costs. High personnel turnover rates or wage inflation
could negatively affect the company's operating and financial
performance.

From a corporate governance perspective, Moody's highlights the
high leverage of the company, which is consistent with its majority
private equity ownership structure. Private equity firms tend to
have more tolerance for leverage and risk and comparatively are
less transparent than publicly listed companies. In addition, the
company has a track record of rapid inorganic growth. Moody's also
positively notes that the founder remains in the shareholding
structure and will continue as the group's CEO.

LIQUIDITY

Moody's views Grandir's liquidity as adequate. Cash balances at
closing are expected to be around EUR20 million, further supported
by the availability under the undrawn EUR75 million revolving
credit facility (RCF). The RCF is subject to a consolidated senior
secured net leverage springing covenant of 9.1x when drawings
exceed 40%. Moody's expects comfortable headroom under this
covenant over the next 12-18 months.

Moody's expects limited FCF generation in 2021 and 2022, although
intra-year working capital swings of around EUR15 million, owing to
the payment profile of social security grants, may lead to
temporary drawings under the RCF.

The company will have a long debt maturity profile with the RCF
maturing in April 2028 and the TLB in October 2028.

STRUCTURAL CONSIDERATIONS

Grandir's probability of default rating of B2-PD reflects the use
of an expected family recovery rate of 50%, as is consistent with
all first lien covenant-lite capital structures.

The EUR350 million TLB and the EUR75 million RCF are rated B2, in
line with the company's CFR. All facilities are guaranteed by the
company's subsidiaries and benefit from a guarantor coverage of not
less than 80% of the group's consolidated EBITDA. The security
package includes shares, bank accounts and intercompany receivables
of material subsidiaries.

The shareholder loan provided by Infravia and due 6 months after
the final debt maturity of the TLB has received equity credit under
Moody's methodologies.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects the resiliency of the business model,
the positive industry dynamics and Moody's expectation of a slight
reduction in leverage over the next two years in the absence of
debt funded acquisitions.

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

Upward pressure on the ratings could develop over time if
Moody's-adjusted gross debt to EBITDA declines below 4.5x before
lease adjustments or 3.5x after lease adjustments and the company
demonstrates a track record of generating material positive free
cash flows, leading to a FCF/Net debt ratio higher than 10%.

Conversely, downward pressure on the ratings could arise if
earnings deteriorate or the company engages in debt financed
acquisitions leading to Moody's-adjusted gross debt to EBITDA
sustainably above 6.0x before lease adjustments or 4.5x after lease
adjustments. Downward rating pressure could also arise if the
company's free cash flows are sustainably negative or its liquidity
profile deteriorates.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: The Education Group SAS

LT Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured Bank Credit Facility, Assigned B2

Outlook Actions:

Issuer: The Education Group SAS

Outlook, Assigned Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Grandir is a leading international provider of child care and early
education for infants and children under the age of six years, with
around 40,000 seats and 967 nurseries in 7 different countries. The
group has operations in France (70% of revenue in 2021PF), North
America (13%), UK (10%), Germany (6%), Spain (1%) and India (1%).
The business model is predominantly focused on business-to-business
(45% of revenue in 2021PF) followed by business-to-customer (30%)
and business-to-government (25%). In 2020, the group reported
revenue of EUR273 million and EBITDA of EUR45 million (before lease
adjustments). In 2021, including Liveli, revenue and EBITDA are
expected to be around EUR550 million and EUR60 million
respectively.

Following the transaction, the share capital of the group will be
owned by funds managed by Infravia Capital Partners (58%), the
founder & CEO (22%), Sodexo (19%) and the rest of the management
team (1%).


GRANDIR GROUP: S&P Assigns Prelim. 'B-' ICR, Outlook Positive
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' ratings to The
Grandir Group and its senior secured debt.

The positive outlook reflects S&P's expectation that the group will
generate at least break-even free operating cash flow (FOCF) after
lease payments and restructuring expenses in 2021, and positive
FOCF of EUR10 million-EUR15 million in 2022, such that S&P's
adjusted FOCF to debt metric exceeds 5% by year-end 2022.

Rating Action Rationale

On completion of the Liveli acquisition, Grandir will become the
largest private childcare provider in France, albeit with a limited
share of the overall market. The childcare market is highly
fragmented in all regions where Grandir operates. In France, where
Grandir generates about 70% of its revenue, the top-five private
players represent only 9% of the total market, which includes
state-owned and not-for-profit nurseries. With close to 400
nurseries, 12,000 seats, and EUR200 million of revenue in France in
2020, Grandir is the second largest player behind Babilou Family
SAS (B-/Stable/--) and benefits from good brand recognition,
supported by high service quality. In July 2021, Grandir started
exclusive negotiations to acquire Sodexo's childcare
activities--Liveli--the fourth largest private operator in France
with about 290 nurseries, 7,000 seats, and EUR125 million in
revenue in 2020. This acquisition is expected to close in the first
quarter of 2022, making Grandir a leading private player in France,
with a 22% share of the private childcare sector, but less than 4%
of the country's childcare market. Grandir will also be co-leader
of the Canadian market, the combined group's second largest country
of operations.

S&P said, "We believe Grandir's growth strategy through greenfield
expansion and acquisitions will constrain its deleveraging
prospects.We anticipate that Grandir's S&P Global Ratings-adjusted
debt to EBITDA will be around 6.2x at year-end 2021. Grandir's
proposed capital structure comprises a EUR350 million term loan B,
of which EUR50 million will be drawn at closing of the Liveli
acquisition in the first quarter of 2022. If the acquisition does
not go through, this additional EUR50 million will not be used,
although this is not our central scenario. In our model, we assume
the acquisition will be concluded in the stipulated time. The
capital structure also includes a EUR75 million undrawn revolving
credit facility (RCF) and EUR21 million in bilateral lines.
Including our assumption of about EUR190 million of lease
liabilities in 2021 (EUR305 million with Liveli), our adjusted debt
figure is about EUR510 million (EUR675 million with Liveli). We
exclude the shareholder loans from our debt metrics since we view
them as non-debt. We typically believe that financial sponsor
Infravia, Grandir's controlling shareholder, has low interest in
deleveraging the company. It has invested a large amount of equity
to acquire Grandir, with the total equity value representing more
than 65% of the total enterprise value, and we believe it will
contemplate market consolidation and expansion opportunities to
bolster the return on its investment.

"Grandir's cash flow generation will also be hampered by growth
capital expenditure (capex). Because we expect Grandir will
consider consolidating its market presence, we assume it will spend
EUR10 million-EUR15 million per year on greenfield expansion in
2021 and 2022. This is in addition to about EUR15 million of
maintenance and IT capex per year. These investments will constrain
the group's FOCF over the next two years. Although Grandir has
tight working capital management, which allows it to mitigate the
negative impact from the timing of French subsidy payments, we
anticipate that Grandir's FOCF after lease payments will be close
to breakeven in 2021 and moderately positive in 2022 at EUR10
million-EUR15 million.

"Despite its growth strategy, Grandir's scale and geographic
diversification still lags those of some peers we rate. Even after
acquiring Liveli, which will bring the group's revenue beyond
EUR550 million in 2022, we project that Grandir will remain 2x
smaller than U.S. peers Bright Horizons Family Solutions and KUEHG
Corp. We believe scale supports profitability and the ability to
absorb fixed costs, while acting as a barrier to entry in
fragmented markets." In particular, having a nationwide footprint
is a key competitive advantage for large corporate clients that
book seats for their employees' children. To that extent, Grandir's
brokerage business, which relies on a network of 1,300 partner
nurseries, is a capex-efficient way to expand coverage. Grandir has
a moderate presence outside France (about 30% of revenue). Pro
forma the acquisition of Liveli, Grandir operates in the U.S. and
Canada (13% of revenue), the U.K. (9%), Germany (6%), and Spain
(1%). It is comparably less diversified than Babilou, which
generates less than 40% of revenue in France (pro forma recent
acquisitions). Grandir's strategy is to focus on selected countries
with supportive macroeconomic and regulatory environments where it
can achieve critical mass.

Gandir's presence in subsidized markets and its employer-sponsored
model in France support revenue stability and predictability. In
France, Grandir operates essentially a B2B (business to business)
model, whereby corporations, municipalities, or state-owned
organizations book seats in Grandir's nurseries for their
employees' children. The fixed annual fees paid by the B2B
customers represent half of the group's revenue in France and come
on top of parents' contribution and state subsidies, which are
based on occupancy levels. Contracts with corporate clients have a
three-to-five-year term, and five-to-seven years for public
organizations, with very high renewal rates. Grandir bears limited
risk of client concentration because its five largest B2B clients
represent less than 5% of revenue. Grandir operates in regulated
and subsidized markets, further supporting business resiliency.
Although operating in such markets exposes the company to
regulatory risks, S&P believes Grandir is present in countries
where governments are generally supportive. This was demonstrated
during the pandemic, when public support in the form of subsidies
during lockdowns or furlough mechanisms, mitigated most of the
pandemic's impact on profitability. In the U.K., a B2C (business to
customer) market, Grandir's EBITDA declined by about 45% in 2020;
however, this market represents only 15% of the group's total
EBITDA.

The integration of Liveli will temporarily dilute the group's
profitability. S&P said, "We anticipate that the group's S&P Global
Ratings-adjusted EBITDA margin will decrease to about 18% in 2022,
from about 21% in 2021 for Grandir alone. Our adjusted EBITDA
figure includes EUR42 million of additions related to leases in
2022, which corresponds to our calculation of the average
lease-related expenses over 2021 and 2022. If we added back the
full lease-related expense pro forma Liveli, the adjusted EBITDA
margin would be 19.5%. Liveli's profitability is lower than
Grandir's because of its smaller scale and lower efficiency from
being part of a large conglomerate. The group will also incur
restructuring expenses that we include in our adjusted EBITDA
calculation. As it integrates Liveli, we believe Grandir can
improve its profitability through an increased commercialization
rate, better purchasing power, and more efficient absorption of
fixed costs from its overall larger scale." Yet this acquisition is
by far the largest Grandir has ever made, and its integration poses
execution risks that could delay margin recovery.

Long-term growth trends in the childcare market are favorable. The
market is supported by economic and demographic trends, such as an
increasing number of dual-earner households that require childcare
services. The increasing recognition of the importance of early
education is also fueling demand for high-quality care.
Furthermore, there is a significant supply-demand imbalance in the
countries where Grandir operates.

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

Outlook

S&P said, "The positive outlook reflects our expectation that
Grandir will generate at least break-even FOCF after lease payments
in 2021, and positive FOCF of EUR10 million-EUR15 million in 2022,
such that our adjusted FOCF-to-debt metric exceeds 5% by year-end
2022. This will be supported by EBITDA growth of EUR5 million-EUR10
million per year as occupancy rates recover to prepandemic levels
in the U.K. and U.S., Canada in particular expands organically with
the ramp-up of recently opened centers, and Grandir successfully
integrates Liveli. We also anticipate that the group will maintain
S&P Global Ratings-adjusted debt to EBITDA of 6.0x-6.5x over the
same period.

"We could raise our ratings on Grandir if the group meets its
operational targets and integrates Liveli with no material
disruption, such that FOCF after lease payments and restructuring
or exceptional costs is close to EUR10 million-EUR15 million or
higher in 2022, and our adjusted FOCF-to-debt ratio for Grandir
exceeds 5% sustainably. We would also need to see the owners
balancing debt and equity as sources of acquisition funding to
maintain adjusted leverage in line with our expectations.

"We could revise the outlook to stable if, in the next 12 months,
Grandir's operating performance is weaker than we currently expect,
translating into lower FOCF after lease payments. This could occur,
for example, in the event of further pandemic-related disruptions,
including cancellation of corporate contracts or refund requests;
if the integration of Liveli proved to be more cumbersome than
expected; or if the group incurred material restructuring or other
exceptional expenses related to acquisitions.

"We could also revise the outlook to stable if the group pursues a
more aggressive financial policy, including, for example,
debt-funded acquisitions that resulted in persistently very high
leverage."


STAN HOLDING: Moody's Lowers CFR to B1, Outlook Stable
------------------------------------------------------
Moody's Investors Service has downgraded Stan Holding S.A.S.'s
("Voodoo" or "the company") Corporate Family Rating to B1 from Ba3
and its Probability of Default Rating to B1-PD from Ba3-PD.
Concurrently, the rating agency has downgraded to B1 from Ba3 the
rating on the EUR220 million TLB and the EUR50 million revolving
credit facility, both due in 2025 and raised by Stan Holding S.A.S.
The outlook is stable.

"The downgrade reflects Voodoo's significant operating
underperformance compared to our initial expectations when we
assigned the rating in October 2020," says Agustin Alberti, a
Moody's Vice President-Senior Analyst and lead analyst for Voodoo.

"However, the rating also takes into account the supportive
fundamentals of the mobile gaming industry and the credit positive
implications of the EUR250 million equity injection received from a
new shareholder in August 2021, which will mainly be used to
accelerate its growth strategy through acquisitions," adds Mr.
Alberti.

RATINGS RATIONALE

At the time of the first rating assignment, the company laid out an
ambitious strategic plan leading to very high revenue and EBITDA
growth in 2021 and 2022. However, Moody's now forecasts that the
company will report flattish revenues in 2021 (on a like-for-like
basis, excluding FX and M&A), well below the rating agency's prior
expectations of around 30% growth. Moody's expects Voodoo's EBITDA
margin in 2021 to be around 10%-15%, significantly below the
initial forecast of more than 20%.

This underperformance has been caused by: (1) headwinds affecting
the existing hypercasual segment, including some technical issues
when launching new games on the Android platform, the delayed
expansion into Asia, and the release of a lower number of hit games
than initially forecasted; (2) the delay, revenue generation-wise,
in the organic expansion into the casual games segment; (3) the
negative impact from the introduction of data protection features
by Apple Inc ("Apple", Aa1 stable), requiring user opt-in approval
to access its data; and (4) the weaker US dollar, since the company
generates all of its revenues in US dollars while operating
expenses (other than user acquisition marketing campaigns) are
incurred in euros and the reporting currency is the euro.

Additionally, the company's investments in staff, new studios and
new games (marketing, acquisition costs) are expected to result in
margins in 2021 below historical levels. These investments should
translate in a ramp up in revenues in 2022.

Voodoo is implementing a number of measures to boost revenue growth
and improve margins, such as new partnerships to expand into Asia,
the improvement of internal models to adapt to the new data privacy
environment, and the completion of acquisitions in the hypercasual
and casual segments to accelerate growth. Voodoo recently announced
the acquisition of Beach Bum, a casual games studio headquartered
in Israel, which generated gross revenues of approximately $70
million in the last 12 months. This acquisition will help to
increase the share of the group's non-advertising revenues thanks
to in-app purchases and deliver synergies through the combination
of Voodoo's growth and ad monetization expertise and Beach Bum's
experience in in-app monetization and its proprietary gaming
platform. Moody's expects Voodoo's revenues to grow organically by
around 20% in 2022 on the back of all these initiatives, with a
small improvement in EBITDA margins.

The rating agency forecasts a high Moody's-adjusted gross
debt/EBITDA ratio in 2021 at around 5.0x (compared to 3.7x in
2020), with the expectation that it will improve towards 4.0x in
2022 on the back of strong EBITDA growth. Given its healthy cash
balance, Moody's-adjusted net debt/EBITDA ratio is projected to
stand at 3.2x in 2021 and improve towards 2.0x by 2022.

Moody's leverage forecasts take into consideration the EUR250
million equity funds received in August 2021 from a new
shareholder, Groupe Bruxelles Lambert ("GBL", A1 stable), which is
credit positive. GBL acquired EUR250 million of newly-issued
preferred shares translating into a c.16% equity stake on a fully
diluted basis at an enterprise value of EUR1.65 billion, a
valuation around 40% higher than a year ago, when Tencent Holdings
Limited ("Tencent", A1 stable) bought a 26% equity stake in Voodoo.
The rating agency also factors in that the company will use these
funds mainly to finance acquisitions.

Voodoo's B1 CFR reflects (1) its relevant position in the growing
mobile hypercasual games industry; (2) the growth opportunities
from its expansion in APAC and in new business segments, such as
casual games; and (3) Moody's expectations for decreasing leverage,
supported by EBITDA growth and solid free cash flow (FCF)
generation.

The rating is constrained by (1) the company's small scale and
scope of operations; (2) the volatility in operating performance
caused by the relatively short life cycle of hypercasual games; (3)
its exposure to the volatile and cyclical advertising industry; (4)
the low barriers to entry and fierce competition from existing and
new gaming rivals; (5) the need to develop a track record of
sustainable growth and improving profitability; and (6) the
currency mismatch from its high revenue concentration in US dollar
while its debt is euro denominated.

LIQUIDITY

Moody's considers Voodoo's liquidity profile to be good, supported
by its healthy cash balance of around EUR90 million by year end
2021 and positive FCF generation, which will be modest in 2021, but
will improve in 2022. Additionally, the company has access to a
EUR50 million revolving credit facility (RCF) due 2025, fully
undrawn.

The company will not have any material maturities until 2025, when
the RCF and the EUR220 million Term Loan B (TLB) mature. The debt
facilities contain one net leverage-based maintenance covenant set
at 5.0x, with ample headroom from 2021 estimated net leverage
level.

STRUCTURAL CONSIDERATIONS

Voodoo's probability of default rating of B1-PD reflects the use of
a 50% family recovery rate, as is customary for all first lien
covenant-lite capital structures.

The B1 rated TLB and RCF benefit from the same security and
guarantee structure and are rated at the same level as the CFR.
Voodoo's debt facilities are secured against share pledges, bank
accounts and receivables of key operating subsidiaries, and benefit
from guarantees from operating entities accounting for at least 80%
of group EBITDA.

RATIONALE FOR STABLE OUTLOOK

While Voodoo is initially weakly positioned in the B1 category
because of its high leverage, the stable outlook reflects Moody's
expectation that Voodoo's operating performance will improve in
2022 and its FCF generation will remain positive and growing. The
stable outlook also reflects Moody's expectation that the company
will improve its leverage towards 4.0x by 2022 and that it will
continue to manage its liquidity in a prudent manner.

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

Upward rating pressure could develop if the company (1) delivers
sustainable revenue growth, increasing its scale and business
diversification; (2) develops a track record of strong operating
performance over different cycles; (3) maintains its
Moody's-adjusted debt/EBITDA below 3.0x on a sustained basis; and
(4) continues to manage its liquidity prudently.

Downward rating pressure could be exerted if (1) Voodoo's operating
performance weakens beyond Moody's current expectations; (2)
Moody's-adjusted debt/EBITDA rises above 4.0x on a sustained basis;
or (3) FCF generation turns negative on a sustained basis or
liquidity deteriorates.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Stan Holding S.A.S.

Corporate Family Rating, Downgraded to B1 from Ba3

Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

Senior Secured Bank Credit Facility, Downgraded to B1 from Ba3

Outlook Actions:

Issuer: Stan Holding S.A.S.

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Voodoo, headquartered in Paris (France), is the one of the leading
hypercasual mobile game publishers globally. The company was
founded in 2013 and has offices in France, Germany, Turkey, UK,
Netherlands, Ukraine, Spain, Canada, Singapore, China, and Japan.




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

KME SE: Fitch Raises LongTerm IDR to 'B-', Outlook Stable
---------------------------------------------------------
Fitch Ratings has upgraded German-based manufacturer KME SE's
Long-Term Issuer Default Rating (IDR) to 'B-' from 'CCC+' and
senior secured rating to 'B'/'RR3' from 'B-'/'RR3' and placed the
senior secured rating on Rating Watch Positive (RWP). The Outlook
on the IDR is Stable.

The upgrade reflects Fitch's expectations of a material
deleveraging following KME's announced divestment of a 55% stake in
the group's special division to German private equity fund Paragon
Partners GmbH, with expected completion before end-2021. Further,
Fitch forecasts structurally higher copper prices and demand
recovery to drive a strengthening of the group's Fitch-adjusted
EBITDA margin in 2021 and onwards to levels above Fitch's previous
positive rating sensitivity.

The RWP on the senior secured rating is pending the expected
repayment of debt following the finalisation of the divestment.

KEY RATING DRIVERS

Divestment Expected to Improve Leverage: Although the planned
divestment of 55% of KME's special division will result in weaker
diversification, lower profitability and a somewhat smaller scale,
Fitch views it as credit positive. The loss in revenue is partly
offset by healthy growth prospects for the remaining copper
division. The proceeds will be used to repay intra-group
working-capital facilities (EUR60 million-EUR80 million), to
reinvest in the special division as a shareholder loan (EUR32
million) and to deleverage (about EUR200 million). As a result,
Fitch expects a materially reduced leverage from previous high
levels.

Leverage in Line with Rating: Following the divestment Fitch
forecasts funds from operations (FFO) gross leverage to decrease to
5.1x at end-2021, from 10.4x in 2020, and remain stable around 5x
in the medium to long term. This is well below Fitch's previous
positive rating sensitivity of 7x and in line with a 'B' rating in
Fitch's diversified industrials and capital goods ratings
navigator. Fitch views that a volatile business, such as KME's,
which is dependent on copper prices should be moderately leveraged
to better withstand market swings.

Low but Improving Profitability: Fitch expects a substantial
improvement in KME's Fitch-adjusted EBITDA margin in 2021 to 4.8%
(2.3% in 2020), mainly on higher copper prices, but also reflecting
the IFRS accounting of inventory valuation. Since a material part
of KME's EBITDA is generated in the special division, Fitch expects
the divestment to have a negative effect on profitability in 2022,
which to some extent will be offset by recently implemented price
increases. Fitch forecasts the EBITDA margin to remain around 4% in
the medium term, based on continued strong demand for copper. It is
above Fitch's previous rating sensitivity of 3%, but still somewhat
low and, in combination with thin free cash flow (FCF), constraints
the rating to the low single 'B' range.

Thin FCF Margin: Despite improving profitability in 2021, Fitch
expects the FCF margin to remain below 1%, due to high
working-capital outflow, mainly related to revenue growth and
restructuring costs. The FCF margin follows an expected decline in
profitability in 2022, but thereafter Fitch forecasts a recovery to
above 1% as interest costs decrease and working-capital outflow
stabilises. Fitch views this as a long-term sustainable level based
on KME's low-margin operating environment as a producer of copper
and copper alloy products.

Strong Demand for Copper: Copper prices have soared from their low
point in March 2020, driven by high demand globally with tight
inventories as a result. Fitch forecasts average copper prices to
reach USD9,200/tonne at end-2021 compared with USD6,200/tonne at
end-2020. In the medium term, Fitch expects prices to decrease
somewhat, as Chinese demand weakens, but to remain above
USD8,500/tonne. Long-term demand for copper will mainly be driven
by the global transition to a green economy with the increasing
production of electric vehicles as an important factor. Fitch
expects KME's revenue and profitability to continue to benefit from
high copper prices in the medium term.

Adequate Business Profile: KME's business profile is supported by
established and leading market positions in Europe within copper
products and a diversified customer base with long-term customer
relationships, ranging up to 20 years with some larger clients.
This limits the risks related to low entry barriers, which are an
effect of the highly commoditised processing of most copper
products. The business profile is constrained by KME's fairly small
scale and concentration on Europe, which will increase
post-divestment. This is partly mitigated by KME's exposure to
end-markets with firm growth prospects driven by investments in the
green economy.

DERIVATION SUMMARY

KME's scale is more or less in line with that of competitor Wieland
Group, but smaller than Aurubis Group's and aluminium processing
peer Constellium's. They all operate in a low-margin environment
due to their position in the value chain, but Constellium has
higher margins than KME. It is mainly due to lower basic metal
prices (aluminium versus copper), given Constellium's higher
value-added product portfolio.

KME's leverage has been higher than that of similarly rated peers
in the diversified industrials and capital goods sector, but
expected deleveraging will result in lower FFO gross leverage than
industrial belt manufacturer AMMEGA Group B.V.'s (B-/Stable) and
elevator manufacturer TK Elevator Holdco GmbH's (B/Stable). KME's
leverage will, however, remain higher than that of Constellium in
the medium to long term.

KEY ASSUMPTIONS

-- Revenue to increase 16% in 2021, as a result of high copper
    prices, price increases and demand recovery. Revenue to
    decline 13% in 2022, on disposal of the special division
    followed by low single-digit growth 2023-2024;

-- EBITDA margin to increase to 4.8% 2021, followed by a decline
    in 2022, due to the disposal of the special division;

-- Negative working-capital changes in 2021-2022, due to business
    recovery and high copper prices, despite the disposal, before
    normalising from 2023;

-- Disposal of the special division by end-2021;

-- Allocation of EUR200 million of proceeds from disposal to
    gross debt reduction;

-- Capex at around 1% sales for 2021-2024;

-- No dividends and M&A to 2024;

-- Extension of KME's borrowing-base facility and factoring lines
    on a regular basis.

KEY RECOVERY ASSUMPTIONS

-- Fitch's bespoke recovery for KME's senior secured debt is
    based on a liquidation approach;

-- The approach reflects the security package of the notes and
    the borrowing-base facility, which contains separate
    collateral;

-- The recovery analysis is based on KME's capital structure at
    end-June 2021 and before the disposal of the special division;

-- Fitch applies a discounted market value of KME's property and
    the net book value of the machinery and equipment related to
    the property;

-- A going-concern EBITDA of EUR40 million and a 4.0x distressed
    enterprise value/EBITDA multiple adjusted with a 10%
    administrative charge;

-- These assumptions result in a recovery rate for the senior
    secured rating within the 'RR3' range, which enables a one
    notch uplift to the debt rating from the IDR.

RATING SENSITIVITIES

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

-- FFO gross leverage sustainably below 5.0x;

-- FFO margin sustainably above 4%;

-- FCF margin above 2%;

-- Improving diversification.

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

-- FFO gross leverage consistently above 7.0x;

-- FFO interest coverage below 2.0x;

-- FFO margin below 2%;

-- Neutral to negative FCF margin.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: Fitch views KME's liquidity profile as adequate
for continued operations in the short term. This is based on EUR62
million of cash on the balance sheet at end-1H21, after adjusting
for not-readily-available cash of EUR5 million, as well as an
available EUR24 million shareholder working-capital facility line.

Fitch expects the disposal to be completed by end-2021, temporarily
boosting cash balance before expected debt repayment in 2022. KME
also has access to a committed EUR395 million borrowing-base
facility, which is highly utilised for outstanding letters of
credit, leaving no headroom for regular cash funding. Fitch expects
a negative working-capital change in 2021, due to high copper
prices combined with business recovery, before it normalises post
disposal in 2023-2024. Further, restructuring costs also weigh on
FCF generation, which Fitch forecasts to be neutral to positive to
2024.

Fitch assumes that KME will have continued access to
working-capital facilities based on its regular extension pattern
in the past as well as compliance with financial covenants under
the borrowing-base facility agreement and factoring programme. This
mitigates liquidity risks.

Refinancing Risk: Fitch believes the refinancing risk related to
the senior secured notes maturing in February 2023 is mitigated by
proceeds available post disposal. Fitch expects them to be
allocated to deleveraging. Fitch believes the business recovery in
2021 will allow KME to gain access to the capital market in the
next one year in case of partial refinancing of debt.

ISSUER PROFILE

Headquartered in Osnabrück, Germany, KME operates in the
downstream sector of the copper value chain where it produces
copper and copper alloy products from primary copper and copper
scraps. The operations are divided into the copper division and
special division and generate around EUR2 billion revenue p.a. KME
is fully owned by the Italian investment holding company Intek
Group S.p.A.

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.


OTIMA ENERGIE: Declared Insolvency Due to Soaring Energy Prices
---------------------------------------------------------------
Tom Kaeckenhoff and Vera Eckert at Reuters report that Otima
Energie, a small German power and gas retail company, on Oct. 13
declared itself insolvent, the latest victim of soaring energy
prices, while E.ON, Entega and EnBW temporarily withdrew their gas
deals from price comparison portal Verivox.

Suppliers across Europe are struggling with rocketing prices due to
factors ranging from insatiable Asian demand to Europe's carbon
policy and a period of lighter winds, Reuters discloses.

Otima from Neuenhagen near Berlin said it had stopped delivering
power at the close of business on Oct. 11, blaming an extreme rise
in wholesale market prices which raised the cost of advance
purchases and financial down payments, Reuters relates.  It added
that one of its own suppliers had stopped deliveries to the
company, Reuters notes.

Under German law Otima's customers will continue to receive energy,
with the biggest retailer active in their region putting them on a
general tariff which can be high but is renegotiable, Reuters
states.




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

NITROGENMUVEK ZRT: Fitch Puts 'B-' LT IDR on Watch Negative
-----------------------------------------------------------
Fitch Ratings has placed Nitrogenmuvek Zrt's Long-Term Issuer
Default Rating (IDR) of 'B-' and senior unsecured rating of 'B' on
Rating Watch Negative (RWN).

The RWN reflects uncertainty on the evolution and sustainability of
cash flows and liquidity as a result of high gas prices.

Sustained high gas prices, combined with a lack of market
acceptance for high fertiliser prices over an extended period,
would result in material monthly cash consumption, thereby reducing
the cash buffer built up by the company over the past two years.
Fitch views the current liquidity as sufficient to cover negative
free cash flow (FCF) and financial obligations for up to six months
of prolonged adverse market conditions. Fitch believes that the
evolution of liquidity must be watched closely due to the highly
volatile market environment.

The ratings of Nitrogenmuvek reflect its small scale with a
single-site operation, low geographical and product
diversification, high exposure to gas-price volatility and its
position at the upper end of the global ammonia cost curve as well
as ownership concentration. Rating strengths are its dominant
market share in Hungary as the only manufacturer of nitrogen
fertilisers with a focus on granulated calcium ammonium nitrate
(CAN).

KEY RATING DRIVERS

High Gas Prices: Fitch expects the rapid surge of gas prices in
Europe to have a severe impact on Nitrogenmuvek's 2021 results as
the company has curtailed its production by about 40% on average
for 21 days, and Fitch considers that further cuts are possible,
although not envisaged by the company. The volatility in prices is
hindering cash-flow forecasting and will influence different
production scenarios. Fitch currently expects 2021 EBITDA to be in
low single-digit billion Hungarian forint, down from HUF8.4 billion
in 1H21 and HUF22.8 billion in 2020. Reduced production would also
affect the company's ability to supply farmers for the 2022
planting season.

Cash Burn to Watch: In a scenario of prolonged high gas prices
requiring to curtail or shut down production, Fitch estimates that
Nitrogenmuvek's current cash of about HUF20 billion would be
sufficient to meet negative FCF and debt obligations for up to six
months. Fitch conservatively assumes that the company will resume
normal levels of production by the beginning of 2022, but believes
that a close monitoring of the market and of the company's
liquidity is necessary, should these conditions persist.

A recently concluded sizeable order at a high price alleviates
short-term cash pressure. Moreover, the company can monetise a
temporary off-market liquidity source, in case of further need. The
sustainability of its operations beyond that will depend on the
normalisation of market conditions and/or its ability to sell
fertilisers at high prices. A significant reduction of its cash
buffer would also limit its ability to overcome future production
challenges.

Limited Liquidity Sources: Fitch believes that the company can
obtain temporary additional liquidity by selling carbon allowances,
although it will need to buy them back by April 2022. No further
liquidity levers are accessible in the near term as its debt
documentation restricts the incurrence of additional debt, and few
assets can be monetised. Nitrogenmuvek has no material liquidity
back-up credit facilities. Its short-term debt obligations are
manageable as its EUR200 million bond (about HUF72 billion) is due
only in 2025, and the amortisation of other loans (about HUF19
billion) amounts to less than HUF4 billion per year.

Normalised Leverage in 2023: Fitch forecasts funds from operations
(FFO) gross leverage will exceed Fitch's negative sensitivity in
2021. Performance in 2022 will depend on the duration of high gas
prices and acceptation of high fertiliser prices by farmers.
However, Fitch expects leverage to return to within Fitch's rating
sensitivities from 2023 on normalised market conditions.

Single Asset Risk: Production depends on Nitrogenmuvek's sole
ammonia plant, which exposes the company to operational risk.
Although it has been more stable since the completion of the capex
programme that ended in 2018, after a period of recurring unplanned
outages, Fitch sees this single asset structure as a significant
constraint on the stability of cash flows.

Price and Gas Cost Volatility: Nitrogenmuvek lacks the product and
geographical diversification of its international peers, and is at
the upper part of the global ammonia cost curve, which leaves it
more exposed to nitrogen-price volatility than lower-cost
producers. It is also exposed to volatility in natural gas prices,
its main raw material, which it buys through spot or short-term
contracts. Fertiliser price volatility continues to be driven by
gas costs, weather patterns and uncertainties around global supply
and trade patterns. Moreover, plant maintenance must be performed
every three years for a period of 45-60 days, which can reduce
production by 12%-15% and adds volatility to metrics over time.

Favourable Regulation: Nitrogen fertilisers, in particular urea,
release ammonia into the atmosphere when applied to the soil.
Increasing legislative efforts to reduce greenhouse gas emissions
could be favourable to Nitrogenmuvek's main product, CAN, which is
a nitrogen-based fertiliser with the lowest amount of ammonia
losses.

Weak Corporate Governance: Nitrogenmuvek's rating factors in
ownership concentration. The company is involved in several
litigations and under an investigation by the Office of Economic
Competition on whether it infringed the provision of the Law of
Competition. Fitch expects a fine to be disclosed in 2021 or 2022,
which the company intends to appeal.

DERIVATION SUMMARY

Nitrogenmuvek has a smaller scale, higher product concentration and
weaker cost position and through-the-cycle profitability than
Fitch-rated EMEA nitrogen fertiliser producers PJSC Acron
(BB-/Stable) and EuroChem Group AG (BB/Stable). This is somewhat
mitigated by Nitrogenmuvek's sole-domestic producer status and
dominant share in landlocked Hungary, with high transportation
costs for competing importers.

Among its wider peer group, Roehm Holding GmbH (B-/Stable), a
European producer of methyl methacrylate, is a much larger and
diversified company with a strong cost position in Europe but is
also exposed to raw-material volatility and has higher leverage
since its carve-out from Evonik Industries AG to private-equity
fund Advent International. While Root Bidco Sarl (B/Stable) has
higher leverage than Nitrogenmuvek and limited diversification, it
operates on a larger scale and its rating reflects the stability of
its business profile due to a focus on specialty-crop nutrition,
crop protection and bio-control products as well its positioning in
higher-margin segments with favourable growth prospects.

KEY ASSUMPTIONS

-- Fertiliser prices generally following Fitch's global
    fertiliser and gas price assumptions to 2024;

-- Fertiliser sales volumes falling below 0.8mt in 2021,
    increasing to 1.1mt in 2022, and 1.2mt in 2023- 2024;

-- EBITDA falling to single-digit Hungarian forint billion in
    2021, recovering to HUF11 billion in 2022, and HUF16 billion
    in 2023 and HUF15 billion in 2024;

-- Dividends of HUF3 billion in 2024;

-- Capex of HUF2 billion annually 2021-2023, and HUF3 billion in
    2024 due to maintenance.

Key Recovery Analysis Assumptions

-- The recovery analysis assumes that Nitrogenmuvek would be
    liquidated rather than treated as going-concern, as the
    estimated value derived from the sale of the company's assets
    is higher than estimated going-concern enterprise value (EV)
    post restructuring.

-- The liquidation estimate reflects Fitch's view of the value of
    inventories and other assets that can be realised in a
    reorganisation and distributed to creditors.

-- Property, plant and equipment is discounted by 50%, the value
    of accounts receivables by 25% and the value of inventories by
    50%, in line with peers' and industry trends.

-- EUR200 million bond ranks pari passu with the company's bank
    debt.

-- After deduction of 10% for administrative claims, Fitch's
    waterfall analysis generated a waterfall generated recovery
    computation (WGRC) in the 'RR3' band, indicating a 'B'
    instrument rating. The WGRC output percentage on current
    metrics and assumptions was 66%.

RATING SENSITIVITIES

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

-- The ratings are on RWN, and Fitch therefore does not expect a
    positive rating action at least in the short term. However,
    return of market conditions supporting profitable sustained
    production, evidence of sufficient liquidity headroom over the
    next 12 months, FFO gross leverage below 7x and FFO net
    leverage below 6.5x on a sustained basis could lead to a
    removal of RWN and rating affirmation with a Stable Outlook.

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

-- Material deterioration in liquidity profile due to, among
    other things, continuously high gas prices and the company's
    inability to sell fertilisers at high prices leading to plant
    shutdown for a protracted period or unprofitable operations.

-- Sustained FFO gross leverage above 7.0x and FFO net leverage
    above 6.5x, continuous deterioration in EBITDA margin to below
    10% and sustainably negative FCF.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity Under Pressure: Fitch expects Nitrogenmuvek's available
cash of about HUF20 billion as of the beginning of October 2021 to
be sufficient to cover fixed costs and financial obligations up to
six months of reduced or halted production, although Fitch sees
such a duration as unlikely. Should the company continue to produce
despite the high gas prices but with limited ability to sell its
products, liquidity would run out in less than six months.

Although Fitch expects the company to rebuild its cash position
under mid-cycle gas and fertiliser prices, significant
deterioration of liquidity would weaken its ability to overcome
further operational challenges such as plant outages.

ISSUER PROFILE

Nitrogenmuvek is a privately-owned producer of nitrogen fertiliser
based in Hungary.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- EBITDA and FFO reduced by HUF181 million corresponding to
    depreciation of right-of-use assets and lease-related interest
    expense.

-- Lease liabilities of HUF597 million excluded from financial
    debt.

ESG CONSIDERATIONS

Nitrogenmuvek 's ESG Relevance Score for Governance Structure of
'4' reflects its concentrated ownership and ongoing investigations
over alleged infringement of the provision of the Law of
Competition, which has a negative impact on the credit profile, and
is relevant to the ratings in conjunction with other factors.

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




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

TIKEHAU CLO II: Fitch Assigns B-(EXP) Rating on Class F-R Debt
--------------------------------------------------------------
Fitch Ratings has assigned Tikehau CLO II DAC expected ratings.

DEBT                RATING
----                ------
Tikehau CLO II DAC

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

TRANSACTION SUMMARY

Tikehau CLO II DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
will be used to redeem the existing notes and buy additional assets
to fund a portfolio with a target par of EUR400 million. The
portfolio will be actively managed by Tikehau Capital Europe
Limited. The collateralised loan obligation (CLO) has a 4.63-year
reinvestment period and an 8.63-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 25.52.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is
62.29%.

Diversified Portfolio (Positive): The indicative top 10 obligor
limit and fixed-rate asset limit for the expected rating analysis
is 22% and 10%, respectively. The transaction also includes various
concentration limits, including a maximum exposure to the three
largest Fitch-defined industries in the portfolio at 40.0%. These
covenants ensure that the asset portfolio will not be exposed to
excessive concentration.

Portfolio Management (Neutral): The transaction has a 4.63-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Reduced Risk Horizon (Neutral): Fitch's analysis is based on a
stressed-case portfolio with a 7.63-year WAL. Under the agency's
CLOs and Corporate CDOs Rating Criteria, the WAL used for the
transaction stress portfolio was 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period, including the OC tests and Fitch
'CCC' limitation passing after reinvestment.

RATING SENSITIVITIES

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

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Tikehau CLO II DAC

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

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

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

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




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

AUTOFLORENCE 2: Fitch Assigns Final BB+ Rating on Class E Debt
--------------------------------------------------------------
Fitch Ratings has assigned Autoflorence 2 S.r.l.'s asset-backed
securities final ratings.

       DEBT                  RATING                PRIOR
       ----                  ------                -----
Autoflorence 2 S.r.l.

Class A IT0005456949    LT AA-sf   New Rating    AA-(EXP)sf
Class B IT0005456956    LT A+sf    New Rating    A(EXP)sf
Class C IT0005456964    LT BBB+sf  New Rating    BBB+(EXP)sf
Class D IT0005456972    LT BBBsf   New Rating    BBB-(EXP)sf
Class E IT0005456980    LT BB+sf   New Rating    BB(EXP)sf
Class F IT0005456998    LT NRsf    New Rating    NR(EXP)sf

TRANSACTION SUMMARY

The transaction is a 12-month revolving securitisation of Italian
auto loans originated by Findomestic Banca S.p.A., which
specialises in consumer lending and is part of BNP Paribas S.A.
(A+/Stable/F1).

The final ratings for the class B, D and E notes are one notch
higher than the expected ratings, due to a revised note margin
after pricing.

KEY RATING DRIVERS

Historical Performance as Peers: The securitised portfolio includes
loans for the acquisition of auto (new and used) and other vehicles
(motorcycles and recreational vehicles). Fitch has observed
historical performance broadly in line with non-captive auto loans
lenders in Italy. Asset assumptions were derived for each product
separately, reflecting different performance expectations and
product features. Fitch has assumed base-case lifetime default and
recovery rates of 3.2% and 20.0%, respectively, for the stressed
portfolio.

Risk from Revolving Period Mitigated: Fitch has determined the
composition of a stressed pool at the end of the revolving period
by combining the deal covenants on the portfolio mix with the
expected churning rate of the initial pool, and has observed very
limited migration to a worse quality composition. The transaction
also envisages early amortisation triggers, which Fitch considers
relatively loose compared with the expected portfolio performance.

Sequential Switch Softens Pro Rata: The class A to F notes can
repay pro rata until a sequential redemption event occurs, if
cumulative defaults on the portfolio exceed certain thresholds or a
principal deficiency is recorded. Fitch believes the switch to
sequential amortisation is unlikely during the first four years
after closing, given the portfolio performance expectations
compared with defined triggers. The mandatory switch to sequential
pay-down when the outstanding collateral balance falls below a
certain threshold successfully mitigates tail risk.

Payment Interruption Risk Mitigated: Principal can be drawn to
cover for senior fees and interest shortfall on classes A to C; if
principal drawings are insufficient to cover for shortfall and if
interest on classes B and C are not deferred, a liquidity reserve
available to classes A to C only can be used. Class D and E
interest is paid ultimately by the legal final maturity of the
notes unlike for classes A to C, which receive timely interest
payments when most senior.

'AA-sf' Sovereign Cap: Italian structured finance transactions are
capped at six notches above the rating of Italy (BBB-/Stable/F3),
which is the case for the class A notes. The Stable Outlook on the
rated notes reflects that on the sovereign Long-Term Issuer Default
Rating (IDR).

RATING SENSITIVITIES

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

-- The class A notes' rating is sensitive to changes in Italy's
    Long-Term IDR. A downgrade of Italy's IDR and the related
    rating cap for Italian structured finance transactions,
    currently 'AA-sf', could trigger a downgrade of the class A
    notes' rating.

-- Unexpected increases in the frequency of defaults or decreases
    in recovery rates that could produce loss levels higher than
    the base case and could result in rating action on the notes.
    For example, a simultaneous increase of the default base case
    by 25% and decrease of the recovery base case by 25% would
    lead to a one-notch downgrade of the class A notes, three
    notch downgrade of the class B and D notes, and two-notch
    downgrade of the class C and E notes.

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

-- The class A notes' rating is sensitive to changes in Italy's
    Long-Term IDR. An upgrade of Italy's IDR and the related
    rating cap for Italian structured finance transactions,
    currently 'AA-sf', could trigger an upgrade of the class A
    notes' rating if available credit enhancement is sufficient to
    compensate higher rating stresses.

-- For the class B, C, D and E notes, an unexpected decrease in
    the frequency of defaults or increase in recovery rates that
    would produce loss levels lower than the base case could
    result in rating action. For example, a simultaneous decrease
    in the default base case by 25% and increase in the recovery
    base case by 25% would lead to a one-notch upgrade of the
    class B notes, three-notch upgrade of the class C notes, and
    two-notch upgrade of the class D and E notes.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Autoflorence 2 S.r.l.

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

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

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

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

ESG CONSIDERATIONS

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


AUTOFLORENCE 2: S&P Assigns B Rating on Class E Notes
-----------------------------------------------------
S&P Global Ratings has assigned its credit ratings to Autoflorence
2 S.r.l.'s asset-backed floating-rate class A, B, C, D-Dfrd, and
E-Dfrd notes. At closing, Autoflorence 2 will also issue unrated
class F notes.

This is Findomestic Banca S.p.A's (Findomestic) second auto loan
transaction and the seventh ABS transaction we rate. The underlying
collateral comprises Italian loan receivables for new and used cars
and other vehicles, mainly motorcycles and campers. Findomestic
originated and granted the loans to its private customers. The
loans do not feature balloon payments.

The transaction revolves for 12 months if no stop-revolving
triggers are hit. The transaction has separate interest and
principal waterfalls. The interest waterfall features a principal
deficiency ledger mechanism, by which the issuer can use excess
spread to cure defaults.

A reserve provides liquidity support to the class A, B, and C notes
only. The issuer is able to use principal proceeds to cure interest
shortfalls for these classes of notes.

The notes amortize pro rata, unless one of the sequential
amortization events occurs. From that moment, the transaction will
switch permanently to sequential amortization.

The assets pays a monthly fixed interest rate, and the rated notes
pay one-month Euro Interbank Offered Rate (EURIBOR) plus a margin
subject to a floor of zero. The rated notes benefits from two
interest rate swaps which, in S&P's opinion, mitigate the risk of
potential interest rate mismatches between the fixed-rate assets
and floating-rate liabilities.

S&P said, "Our ratings on the class A, B, and C notes address the
timely payment of interest and ultimate payment of principal. Our
ratings on the class D-Dfrd and E-Dfrd instead address the ultimate
payment of interest and principal.

"The class C and D-Dfrd notes are able to withstand our stresses at
higher rating levels. Our structured finance sovereign risk
criteria constrain our ratings on the class C notes in this
transaction as they are not able to withstand our 'A' stresses. We
have therefore assigned the same rating of the sovereign, 'BBB'. We
have maintained a one-notch differential between the class C and
D-dfrd notes to account for the different position in the capital
structure and the different level of credit enhancement. We have
therefore assigned a 'BBB- (sf)' rating to the class D-Dfrd notes.

"The ratings on the class D-Dfrd and E-Drfd notes are one-notch
higher than the preliminary ones because these classes benefitted
from the large reduction in the cost of the class B to E-Dfrd notes
compared to what we initially modelled.

"Our operational and counterparty risk criteria do not cap our
ratings in this transaction."

  Ratings

  CLASS    RATING*    AMOUNT (MIL. EUR)
  A        AA (sf)     700.000
  B        A (sf)       28.000
  C        BBB (sf)     24.00
  D-Dfrd   BBB- (sf)    16.00
  E-Dfrd   B (sf)       16.00
  F        NR           16.00

*S&P's ratings on the class A, B, and C notes address the timely
payment of interest and ultimate payment of principal, while its
preliminary ratings on the class D-Dfrd and E-Dfrd address the
ultimate payment of interest and principal no later than the legal
final maturity date.
NR--Not rated.




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

SCIL IV LLC: Moody's Assigns 'B1' CFR & Rates EUR1.3BB Notes 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating and
a B1-PD probability of default rating to SCIL IV LLC. Moody's also
assigned B1 instrument ratings to the three proposed tranches of
EUR1.3 billion equivalent senior secured notes issued by SCIL. The
outlook is stable.

Concurrently, Moody's affirmed the B1 CFR and the B1-PD PDR of
Specialty Chemicals International B.V. (SCI BV) and existing
instrument ratings: the B1 rating of the EUR485 million guaranteed
senior secured term loan B1, the EUR100 million guaranteed senior
secured revolving credit facility (RCF) issued by Specialty
Chemicals Holding I B.V. and the B1 rating of the $60 million
guaranteed senior secured term loan B2 issued by Polynt Composites
USA, Inc. The outlook on these entities ratings was changed to
stable from positive. Moody's expects to withdraw these ratings
once the refinancing has taken place.

RATINGS RATIONALE

The B1 CFR incorporates (i) SCIL's leading market positions in
unsaturated polyester resin (UPR); (ii) a concentrated market
structure in N. America and W. Europe that, following a period of
consolidation, has resulted in more pricing discipline and capacity
rationalization supporting EBITDA margins in the mid-teens (%);
(iii) a capex-light business model with a capex/sales ratio at
about 2.0%-3.0% (expected to reach about 3.4% in 2022); and (iv)
expected moderate Moody's-adjusted gross leverage of around 3.8x in
2021 coupled with annual free cash flow (FCF) generation of at
least EUR100 million.

The rating also takes into account the expected price normalization
in 2022 that will result in lower gross profit and higher leverage
of around 4.6x in 2022. This would be at the weaker end of
expectations for the B1 rating. However, Moody's expects the
company to moderately de-leverage as a result of EBITDA growth in
subsequent years and to maintain a solid cash balance supported by
its strong FCF generation.

SCIL is exposed to raw material inputs derived from oil and other
petroleum feedstock. Its ability to maintain gross margins also
depends on the propensity to pass on higher raw material prices at
times of cost inflation. The company is exposed to cyclical end
markets such as building & construction and transportation that in
2020 accounted for 51% of group revenues.

SCIL's liquidity profile is good. At closing the company plans to
have EUR72 million of cash and cash equivalents available plus any
cash generated between August and closing of the transaction.
Moody's expect SCIL to generate annual funds from operations (FFO)
of around EUR170 million in 2022. The company invests about 3.5% of
its annual sales, or about EUR70 million in 2022. Assuming moderate
working capital fluctuations, Moody's expects annual free cash flow
(FCF) in excess of EUR100 million.

Upon close of the transaction, the company will be controlled by
funds managed by Black Diamond (BD), which, as is often the case in
private equity-sponsored transactions, has typically a higher
tolerance for leverage and governance is comparatively less
transparent. Moody's takes comfort that BD (i) has been invested in
SCI as a controlling (but not majority) anchor shareholder before
buying out its co-investor's share to become majority shareholder
in SCIL; and (ii) supports management's proposed medium-term
deleveraging target of a company-adjusted net leverage ratio below
3.0x (3.3x for the last twelve months per August 2021). Moody's
does not expect a significant change of SCIL's strategic direction
under BD majority ownership.

RATIONALE FOR STABLE OUTLOOK

The stable outlook factors in a demand and price normalization in
2022 after a very strong recovery in 2021. The stable outlook
assumes that SCIL will maintain Moody's-adjusted gross leverage of
between 3.0x-4.5x and RCF/debt of 10-15% through the cycle.

STRUCTURAL CONSIDERATIONS

Moody's aligned the B1 instrument rating of the proposed EUR1.3
billion equivalent senior secured notes with the B1 CFR. The
proposed notes rank pari passu with all present and future senior
secured indebtedness except for the proposed $100 million asset
based lending facility with inventories and receivables as asset
pledges and a new EUR85 million senior secured revolving credit
facility. The notes will benefit from a guarantor coverage test of
80% of adjusted EBITDA.

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

An upgrade requires expectations for maintenance of
Moody's-adjusted debt/EBITDA at 3.0x or below on a sustained basis
and an adjusted RCF/debt ratio sustainably above 15%. Liquidity
would also need to remain good and be supported by positive free
cash flow.

The ratings could be downgraded in case of a deterioration of end
markets, translating into material operational and financial
underperformance. Moody's-adjusted gross debt/EBITDA exceeding 4.5x
on a sustained basis; Retained Cash Flow (RCF)/debt ratio below 10%
on a sustained basis.

LIST OF AFFECTED RATINGS:

Issuer: SCIL IV LLC

Assignments:

LT Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B1-PD

Senior Secured Regular Bond/Debenture, Assigned B1

Outlook Actions:

Outlook, Assigned Stable

Issuer: Polynt Composites USA, Inc.

Affirmations:

BACKED Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

Outlook, Changed To Stable From Positive

Issuer: Specialty Chemicals Holding I B.V.

Affirmations:

BACKED Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

Outlook, Changed To Stable From Positive

Issuer: Specialty Chemicals International B.V.

Affirmations:

LT Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Outlook Actions:

Outlook, Changed To Stable From Positive

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

COMPANY PROFILE

SCIL IV LLC is the parent of Specialty Chemicals International B.V.
(SCI BV). SCI BV, is headquartered in the Netherlands and itself
the parent company of Polynt S.p.A. and Reichhold Holdings
International B.V. SCIL is a large global supplier of composite
resins, with competitive market shares in both the US and Europe in
unsaturated polyester resins (UPRs). UPRs are a chemical
intermediate used as finishing protective covering and coating in
the building and construction, transportation, marine and
automotive industries. Revenues were around EUR1.7 billion in 2020.
Following the Transactions, Black Diamond will indirectly hold the
entire issued share capital of the Parent other than a stake of
approximately 13% to 16%, depending on the exercise of certain
pre-emption rights in connection with the Equity Contribution, that
is expected to be held by minority investors.


SCIL IV: S&P Assigns Preliminary 'BB-' LT ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' long-term issuer
credit and issue ratings to SCIL IV LLC and its proposed EUR1.3
billion equivalent senior secured notes, with the recovery rating
of '3' reflecting its expectation of 65% recovery of the debt in
the event of a default.

The stable outlook reflects S&P's expectation that SCIL IV LLC will
report S&P Global Ratings-adjusted debt to EBITDA of about
3.8x-4.2x in 2021 and 2022, with continued positive free operating
cash flow (FOCF) and at least adequate liquidity.

Private equity firm Black Diamond Capital Management LLC (Black
Diamond) is acquiring Investindustrial's stake in SCIL IV LLC,
parent company of composites and coatings technology producer
Polynt Group (Polynt), increasing its shareholding to 85%.

In July 2021, Black Diamond agreed to acquire Investindustrial's
stake in Polynt, through holding company SCIL IV LLC. As part of
the proposed transaction, the company plans to issue:

-- EUR1.3 billion equivalent senior secured notes, due 2028; and

-- A EUR85 million super senior revolving credit facility (RCF)
due 2028.

Following the refinancing, the company will also maintain the
existing $100 million asset-backed loan (ABL) facility. S&P assumes
that both the RCF and the ABL will be undrawn at closing. The
acquisition and refinancing will be further supported by an equity
contribution from the shareholders. Following the transactions,
Black Diamond will indirectly hold almost all SCIL IV LLC's issued
share capital other than about 13%-16% expected to be held by
minority investors, depending on the exercise of certain preemption
rights in connection with the equity contribution

Polynt has a solid market position as a leading composites and
coatings technology producer. The group has an approximate 30%
market share in the niche unsaturated polyester resin (UPR) market
in the U.S. and about 40% in Europe. The group's global footprint,
with 36 plants across all key regions, provides proximity to
customers, resulting in low logistical costs and short lead times,
helping differentiate it from competitors.

S&P believes that Polynt has adequate geographical diversity, with
operations across all continents. The company generates most of its
sales in developed countries, with about 41% of revenue from Europe
and 45% from North America. Additionally, it has an expanding
presence in emerging markets, with 13% of sales in Asia and about
1% in Africa. This geographical exposure helps mitigate operating
result volatility during challenging economic times, as
demonstrated by the company's resilient performance during the
COVID-19 pandemic.

Polynt benefits from a flexible cost base and good vertical
integration. The company has a very flexible cost base, with about
70% of total costs related to raw materials and styrene and glycols
accounting for the majority. S&P said, "We note that Polynt has
shown increasing unit margins in recent years and the trend has
continued during the COVID-19 pandemic, mostly due to its good
ability to pass on raw material costs. Moreover, we note that
earnings volatility has reduced, thanks to the company's vertically
integrated business model and efficient pass through of raw
material costs. We believe that Polynt is one of the most
integrated players in the UPR space."

S&P said, "We view the group's product offering as more limited
compared to that of larger and more diversified chemicals
companies. The company generates more than 90%-95% of sales from
specialty chemical products, with many customized formulations for
composite resins and specialties. However, we believe that the
degree of product and services differentiation remains relatively
low due to the core technology being available to other players in
the market. The group relies heavily on composites and resins,
which account for nearly 80% of its sales in 2020. Partially
counterbalancing this assessment, we believe that, compared with
other direct composites competitors, Polynt has wider product
differentiation.

"Although Polynt serves a wide variety of end markets, we note that
most sales have cyclical exposure. Most of the company's products
are used in the construction and transportation industry, which we
view as cyclical markets mostly linked to GDP growth, accounting
for about 38% and 13% of revenue respectively. The remaining
exposure is 11% housing appliances, 10% electricity, 10% marine and
wind energy, and 18% related to food and beverage, food packaging,
aircraft interior materials, and tanks. Although we believe that
this end-market diversification is somewhat better than that of
other players, we note that Polynt's sales remain mostly
concentrated in highly cyclical sectors."

Polynt's profitability has considerably improved in 2020 and
first-half 2021 and should remain resilient in future years.
Historically, the company reported an EBITDA margin of about
11.0%-11.5%, below the 12%-20% average for the specialty chemicals
sector, mostly due to the competitive nature of the composites
industry, with many smaller regional producers and low
technological barriers to entry. Nevertheless, Polynt's margin is
comparable with that of the two other major global players in the
composites industry, Ineos Composites and Resins and AOC Aliancys,
and has significantly improved over the past two years. S&P said,
"Indeed, the company reported S&P Global Ratings-adjusted EBITDA
margin of about 13.3% in 2020, from 10.7% in 2019, and we expect it
to increase to about 17% in 2021. We believe that the improving
profitability is mostly due to favorable market momentum, with
strong demand for the company's products that supported price
increases, combined with tight global supply and the completion of
several operating efficiency initiatives."

S&P said, "We believe credit metrics will remain commensurate with
the current rating despite a forecast moderate EBITDA margin
decline and leverage increase. We expect that the exceptionally
favorable market conditions in 2021 will start to normalize from
2022, leading to lower gross value added per ton and EBITDA margin
slightly declining compared to 2021's high. Nevertheless, we
believe that Polynt's proven ability to pass on raw material price
increases and introduce higher prices, combined with recently
completed cost-saving initiatives, will mean EBITDA margin remains
at about 14%-16% in future years. Softening EBITDA margins should
lead to leverage increasing to 3.8x-4.2x in 2022 and 2023 from
about 3.6x at year-end 2021. However, we expect leverage to remain
commensurate with the current rating, at comfortably between 3.5x
and 4.5x. Moreover, we expect that Polynt will maintain solid FOCF,
given its asset-light business model with flexibility to postpone
growth capital expenditure (capex) under challenging market
conditions.

"We think Polynt's financial-sponsor ownership limits the potential
for leverage reduction over the near term. We do not deduct cash
from debt in our calculations, owing to Polynt's private-equity
ownership. In our base case, we expect S&P Global Ratings-adjusted
debt to EBITDA to remain at about 3.8x-4.2x in 2021-2023. That
said, we believe that the company might use some of the current
rating headroom to pursue bolt-on acquisitions and invest in growth
capex opportunities, although this is not factored into our
base-case scenario.

"The final ratings depend on our receipt and satisfactory review of
all final documentation and final terms of the transaction. The
preliminary ratings should not be construed as evidence of the
final ratings. At this stage, the proposed transaction includes
senior secured notes and a super senior RCF. If we do not receive
the final documentation within a reasonable time, or if the final
documentation and terms of the transaction depart from the
materials and terms reviewed, we reserve the right to withdraw or
revise our ratings. Potential changes include but are not limited
to utilization of the proceeds; the maturity, size, and conditions
of the facilities; financial and other covenants; security; and
ranking.

"The stable outlook reflects our view that Polynt will continue to
show resilient performance in 2021-2022, supported by improving
profitability and sustained strong market demand. We expect
adjusted debt to EBITDA will remain below 4.5x over the coming two
years and continued positive FOCF."

S&P could lower the rating if:

-- Material deterioration of market conditions, such as declining
demand in core end markets or loss of key customers, leads to
operating performance weakening materially, resulting in S&P Global
Ratings-adjusted debt to EBITDA sustainably above 4.5x or FOCF to
debt declining below 5%, with limited possibility of a swift
recovery.

-- The company pursues large debt-funded acquisitions, capital
investments, or shareholder distributions, leading to a significant
deterioration in credit metrics and highlighting a more aggressive
financial policy.

S&P consider an upgrade unlikely in the next couple of years.
However, this could happen if:

-- S&P Global Ratings-adjusted debt to EBITDA drops below 3.5x on
a sustainable basis, while FOCF remains solid; and

-- The sponsor shows a track record and a strong commitment to
maintaining lower leverage.


SPECIALTY CHEMICALS: S&P Raises ICR to 'BB-', Outlook Stable
------------------------------------------------------------
S&P Global Ratings raised its issuer credit ratings on Specialty
Chemicals International B.V. to 'BB-' from 'B+', and its issue
rating on the company's term loan B to 'BB' from 'BB-', with a
recovery rating of '2' (80% recovery).

The stable outlook reflects S&P's view that, according to the
current capital structure, Specialty Chemicals International's
funds from operations (FFO) to debt will remain well above 20% and
debt to EBITDA below 2x in 2021-2023, with strong free operating
cash flow (FOCF).

Black Diamond Capital Management LLC is acquiring
Investindustrial's stake in Specialty Chemicals International,
resulting in a new organizational and capital structure, alongside
refinancing of outstanding debt; as such, S&P expects to
discontinue the ratings on Specialty Chemicals International at
transaction closing.

Profitability improved considerably in 2020 and the first half of
2021 and should remain resilient in the future. Historically,
composites and coatings technology producer Polynt reported EBITDA
margins of 11.0%-11.5%, below the 12%-20% average for the specialty
chemicals sector. This was mainly due to the competitive nature of
the composites industry, with many small regional producers and low
technological barriers to entry. Nevertheless, Polynt's margin is
comparable with that of the two other major global players in the
composites industry, Ineos Composites and Resins and AOC Aliancys,
and has significantly improved over the past two years. The S&P
Global Ratings-adjusted EBITDA margin was about 13.3% in 2020, up
from 10.7% in 2019, and we expect it to strengthen to about 17% in
2021. S&P believes that the improving profitability is mostly due
to favorable market dynamics, with strong demand for the company's
products supporting price increases combined with tight global
supply and Polynt's completion of several operating efficiency
initiatives.

S&P said, "Although we anticipate EBITDA margins will soften as
market conditions normalize, we believe that they will remain above
historical levels, leading to improved credit metrics. We expect
the exceptionally favorable market conditions in 2021 will start to
normalize from 2022, leading to lower gross value added per ton and
slightly lower EBITDA margins than in 2021. Nevertheless, we
believe that, thanks to the company's ability to pass on raw
material price increases and its recently completed cost-savings
initiatives, the EBITDA margin will remain at 14%-16%. This leads
to our projection that FFO to debt will remain above 20% and debt
to EBITDA below 2x. Moreover, we expect that Polynt can maintain
solid FOCF generation, given its asset-light business model, with
flexibility to postpone growth capital expenditure under
challenging market conditions."

Specialty Chemicals International's position as the market leader
in composites and resins supports its business risk profile. The
group has an approximate 30% market share of the niche unsaturated
polyester resin (UPR) market in the U.S. and about 40% in Europe.
The group's global footprint, with 36 plants across all key
regions, provides proximity to customers, resulting in low
logistical costs and short lead times, helping differentiate
Specialty Chemicals International from competitors. Earnings
volatility has reduced, thanks to the group's vertically integrated
business model and efficient raw material cost pass-through.
Specialty Chemicals International is the most integrated player in
the UPR space. However, it is exposed to cyclical end markets,
especially construction and transportation, which accounted for
about 51% of sales in 2020. The group also relies heavily on
composites and resins for nearly 80% of its sales, despite many
customized formulas and a broad range of applications.

Private equity firm Black Diamond Capital Management LLC (Black
Diamond) is acquiring Investindustrial's stake in Specialty
Chemicals International BV, Polynt's parent company. In July 2021,
Black Diamond agreed to acquire Investindustrial's stake in Polynt.
Following the transaction, Black Diamond will indirectly hold the
entire issued share capital of the company other than a stake of
approximately 13% to 16%, depending on the exercise of certain
pre-emption rights in connection with the equity contribution,
which is expected to be held by minority investors. As part of the
transaction, there will be a new organizational and capital
structure and the refinancing of outstanding debt. S&P expects to
discontinue our ratings on Specialty Chemicals International at
closing of the transaction, which should take place by the end of
November 2021.

The stable outlook reflects S&P's expectation that Specialty
Chemicals International will continue to generate solid FOCF in the
next 12 months, with adjusted FFO to debt remaining above 20% and
debt to EBITDA below 2x.

S&P believes an upgrade is unlikely at this stage, given that the
ratings are constrained by the private equity owner's financial
policy.

S&P could lower the rating if:

-- A decline of core end markets or a loss of key customers led to
performance weakening materially, resulting in adjusted FFO to debt
falling below 12%; or

-- There is a large debt-funded acquisition or further significant
dividend payment that signaled a change in financial policy.

S&P believes the latter scenario is unlikely given that, following
the change in the company's ownership, over the next few months
there will be a new organizational and capital structure, as well
as refinancing of the outstanding debt.




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KAZANORGSINTEZ: Fitch Raises LT IDR to 'BB-', Outlook Stable
------------------------------------------------------------
Fitch Ratings has upgraded PJSC Kazanorgsintez's (KOS) Long-Term
Issuer Default Rating (IDR) to 'BB-' from 'B+'. The Outlook is
Stable. Fitch has also affirmed KOS's Short-Term IDR at 'B'.

The upgrade follows PAO SIBUR Holding's (BBB-/Stable) acquisition
of a 64% stake in KOS. KOS's 'BB-' rating reflects a one-notch
uplift applied to its 'b+' Standalone Credit Profile (SCP) due to
overall weak to moderate parent-subsidiary ties with SIBUR. SIBUR
gained control over KOS as a result of a deal with TAIF group,
KOS's previous majority shareholder. Under the terms of the deal,
TAIF's shareholders transferred all shares in TAIF to SIBUR and
received 15% of SIBUR's shares as well as around USD3 billion of
bonds issued by SIBUR. The transaction includes TAIF's
petrochemical and energy assets only.

KEY RATING DRIVERS

Weak to Moderate Ties with New Parent: Fitch currently assesses
legal ties between KOS and its parent SIBUR as weak, due to lack of
guarantees or cross-default with SIBUR's debt. Fitch estimates that
KOS is unlikely to qualify as a material subsidiary of SIBUR until
at least 2024, based on 10% of consolidated revenue or assets
criterion stated in SIBUR's Eurobonds, and therefore KOS's default
would not trigger a cross-default with SIBUR. Fitch is not aware if
SIBUR has any plans to guarantee KOS's bank debt.

Fitch views KOS's operational ties with SIBUR as moderate because
KOS will retain significant autonomy in its operations, although
SIBUR is likely to approve key decisions and potentially establish
common management. Fitch expects KOS to continue raising debt
independently at least in the short term. Fitch assesses strategic
ties between the two companies as weak, due to KOS's limited
contribution to the group's financial results.

The overall weak-to-moderate linkage supports a one notch uplift to
KOS's SCP of 'b+' in line with Fitch's Parent and Subsidiary
Linkage Rating criteria.

Leverage to Rise: KOS's 'b+' SCP reflects Fitch's expectations that
the company will maintain a conservative financial profile. Its
funds from operations (FFO) net leverage should stay comfortably
below Fitch's negative guideline of 3x in 2021-2024, even as the
company resumes expansionary investments. At end-June 2021, KOS had
a net cash position due to its low debt. The rating also factors in
KOS's small size relative to larger and more diversified EMEA
peers, single-site operations and limited feedstock flexibility.

New Investment Cycle 2020-2024: KOS aims to invest more than RUB65
billion under a new expansionary programme, of which around RUB14
billion had been spent as of 30 June 2021. New projects include
construction of a power generating unit and expansion of KOS's high
density polyethylene (HDPE), ethylene-vinyl acetate (EVA) and
polycarbonate capacities. The increase in petrochemical production
will be aligned with Nizhnekamskneftekhim's (NKNH) expansion of
ethylene output post-2023, which will be used as feedstock at KOS.
Both NKNH and KOS were part of the privately held TAIF group and
have recently become SIBUR's subsidiaries.

Potential State Subsidies: From 2022, the RUB65 billion capex
programme will allow KOS to benefit from new government subsidies
in the form of a reverse excise on ethane, aimed at encouraging
investments in the petrochemical industry. The company will need to
conclude an investment agreement with the Russian government to
receive these subsidies. Fitch forecasts roughly RUB5 billion of
annual tax benefits related to ethane, supporting EBITDA margins
above 25%, despite the moderation in polyethylene (PE) prices in
the medium term.

Negative FCF: Fitch assumes that KOS will spend around RUB20
billion a year in 2021-2024 on expansion and maintenance, up from
around RUB7 billion in 2020. Fitch also assumes that KOS will
continue to distribute 70% of the previous year's profits to
shareholders despite the investment cycle. Higher capex and
significant dividends will translate into negative free cash flow
(FCF) for 2021-2024.

Prices to Normalise: Depressed PE prices in 2020 have reversed in
2021 due to strong demand recovery and supply shortages. The price
surge was particularly acute in Europe, which spilled over to the
Russian domestic market and considerably boosted KOS's revenue and
EBITDA. Its 1H21 EBITDA grew more than three times relative to
1H20. Despite the recovery in 2021, prices will likely to decline
in the following years due to increasing global PE production
capacity.

Longer-Term Demand Fundamentals: Petrochemical product growth
normally exceeds that of GDP because of growing per capita plastic
use. In developed markets, per capita usage is stabilising or even
falling for certain plastics, such as PE. However, Fitch believes
global plastic market saturation is a long way off, especially in
emerging markets. The PE market will still grow in the long term,
even if the use of select plastics for certain applications starts
decreasing and production of virgin plastics moderates.

DERIVATION SUMMARY

KOS is comparable with its EMEA peers Nitrogenmuvek Zrt
(B-/Positive) and Petkim Petrokimya Holdings A.S. (B+/Stable) in
terms of single-site operations and modest portfolio
diversification. However, it has larger scale, a higher domestic
market share and a more advantageous cost position. It also has
smaller scale and weaker diversification than SIBUR. KOS's
financial profile remains the strongest among these peers with
immaterial debt at end-June 2021, although it will weaken after
2021 due to increased capex, but leverage will remain well below
Fitch's negative rating sensitivity.

KEY ASSUMPTIONS

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

-- Average realised PE prices growing 60% in 2021 yoy, falling
    20% in 2022 and 5% in 2023;

-- Broadly stable PE sales volumes in 2021-2024;

-- Polycarbonate and EVA sales materially increasing by 2024 in
    accordance with the expansionary plan;

-- Raw material prices broadly following changes in the sales
    prices of final products with a lag;

-- Capex of RUB20 billion a year for 2021-2024 driven by new
    growth projects;

-- Dividends averaging RUB8 billion a year in 2022-2024;

-- New debt is raised in 2021-2024 to fund expansionary capex.

RATING SENSITIVITIES

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

-- Stronger ties with SIBUR;

-- Substantial improvements in the business profile, with greater
    self-sufficiency, scale and/or product diversification.

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

-- Weaker ties with SIBUR;

-- Aggressive capex leading to FFO net leverage above 3x (2021E:
    0.2x) on a sustained basis and FFO interest coverage falling
    below 3x;

-- Increasing reliance on FX debt leading to a material FX
    mismatch between debt and earnings.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity to Deteriorate: KOS had RUB1 billion of outstanding debt
and RUB2 billion of cash and cash equivalents at 30 June 2021.
Fitch projects it to have around RUB12 billion of negative FCF in
2021 due to increased dividends. Fitch forecasts KOS to have large
negative FCF in 2022-2024 due to planned massive investments in its
petrochemical complex. Fitch expects the company to depend on debt
financing to fund this discretionary capex plan. KOS raised a
EUR147 million 15-year loan in early 2021 to invest in the 250
megawatt power generating unit.

ISSUER PROFILE

KOS is the one of the leading Russian polyethylene producers. The
company is also the sole domestic producer of polycarbonates and
EVA. It operates a single integrated production site in the
Republic of Tatarstan (BBB/Stable).

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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HEIMSTADEN BOSTAD: Fitch Gives Final 'BB+' on EUR600MM Securities
------------------------------------------------------------------
Fitch Ratings has assigned Heimstaden Bostad AB's EUR600 million
perpetual capital securities a final rating of 'BB+'. The hybrid
securities qualify for 50% equity credit.

The capital securities are subordinated to the company's senior
unsecured debt and have no formal maturity date. The securities
were issued with a final amount of EUR600 million and a fixed
3.625% coupon, which resets at its first reset date in January
2027.

The final rating is in line with the expected rating that Fitch
assigned to the hybrid on 4 October 2021.

KEY RATING DRIVERS

SECURITIES

Hybrid Notched off IDR: The perpetual hybrid securities are rated
two notches below Heimstaden Bostad AB's Long-Term Issuer Default
Rating (IDR) of 'BBB'. This reflects the hybrids' deeply
subordinated status, ranking behind senior creditors and senior
only to equity (ordinary and preference shares), with coupon
payments deferrable at the discretion of the issuer and no formal
maturity date. It also reflects the hybrids' greater loss severity
and higher risk of non-performance relative to senior
obligations'.

Equity Treatment: Under Fitch's hybrid criteria, the securities
qualify for 50% equity credit due to deep subordination, a
remaining effective maturity of at least five years, full
discretion to defer coupons for at least five years and limited
events of default. Equity credit is limited to 50%, given the
cumulative interest coupon, a feature that is more debt-like in
nature.

Effective Maturity Date: Although the hybrids are perpetual, Fitch
deems their effective maturity to be at the second step-up date in
January 2047, 20 years after the first reset date, in accordance
with the agency's Corporate Hybrids Treatment and Notching
Criteria. From this date, the issuer will no longer be subject to
replacement language, which discloses the intent to redeem the
instrument with the proceeds from similar instruments or equity.
The instrument's equity credit would change to 0% five years before
the effective maturity date in January 2042. The coupon step-up
remains within Fitch's aggregate threshold rate of 100bp.

Special Redemption Event Call: The hybrids include Heimstaden
Bostad's right to redeem the hybrid bonds should the company's
Akelius portfolio acquisition not go ahead. This right to redeem
has not affected Fitch's view of the permanence of the instrument
as Fitch expects the acquisition to proceed, subject to regulatory
approval.

ISSUER

Akelius Acquisition: The SEK92.5 billion Akelius portfolio
complements Heimstaden Bostad's existing footprint in locations
(Stockholm, Malmo, Copenhagen and Berlin) that are well known to
Heimstaden Bostad's management and on-the-ground operational teams.
The Akelius acquisition brings a high-quality portfolio, which
Heimstaden Bostad plans to mainly retain and to continue a strategy
of refurbishment and quality improvement to increase rent as new
tenants churn, although keeping within the boundaries of relevant
markets' regulated rents. Berlin becomes Heimstaden Bostad's
largest city at 14% of the enlarged portfolio by rent (21% by fair
value).

Sizeable Residential Portfolio: Heimstaden Bostad's pre-Akelius
SEK186 billion (approximately EUR18 billion, as at end-1H21)
residential-for-rent portfolio is Nordic-focused, with additional
diversification from properties in the Netherlands, Germany, UK and
CEE countries. This geographic exposure provides wide
diversification across countries and cities and reduces exposure to
individual regulatory regimes, and economic and demographic
trends.

Regulated and Market Rents: Demand for Heimstaden Bostad's
residential units is supported by necessity-based demand,
structural under-supply, and resultant low vacancy. The stability
of its rental income is further supported by a mix of regulated and
market rents. Regulated rents tend to be below market rent and
display index-linked rental growth. Historically, Heimstaden Bostad
has achieved like-for-like rental growth and vacancy has remained
below 5%. Its management has targeted markets where home ownership
is already established, and therefore government measures to
preserve households' wealth creation are in line with conducive
conditions for the rented residential portfolio.

The portfolio includes assets in the Czech Republic (8% of 2Q21
portfolio value), which are transitioning from regulated to market
rents. These market characteristics provide potential for further
rental growth as low regulated rents revert to market but also have
higher vacancies and higher yields.

Post-Akelius High Leverage: Heimstaden Bostad's net debt/EBITDA was
20.4x at end-2020, reflecting the inherently low income yield of
the company's residential portfolio versus commercial real estate
peers'. Fitch expects cash flow leverage to rise to 24.3x in 2022
before declining as rental uplifts translate into EBITDA (2024:
22.1x). Further issuance of hybrids (at 50% equity credit) will aid
this profile. The forecast funds-from-operations fixed-charge cover
ratio is 1.7x in 2022 and gradually rises thereafter towards 2x.
Fitch includes 100% of hybrid bond coupons in its interest cover
ratio. Without post-2021 portfolio revaluation uplifts, Fitch
calculates future loan-to-value (LTV) at 53%-55%.

Unique Governance Framework: Fitch rates Heimstaden Bostad on a
standalone basis based on its unique governance framework. The
company has grown its portfolio by attracting capital from large
Nordic institutional investors and by dividend reinvestment. The
relationship between the owners is governed by a shareholder
agreement, which gives the institutional owners control over key
strategic matters (reserved matters) while day-to-day operations
are handled by the majority owner Heimstaden AB, which also has the
majority of shareholders' votes.

DERIVATION SUMMARY

With its enlarged portfolio of EUR27.5 billion, Heimstaden Bostad
will be the second-largest European residential landlord (if
Vonovia SE and Deutsche Wohnen SE combine), with around 145,000
units in the Nordics, central Europe, UK and CEE (Czech and Poland)
providing wide diversification. Its combined portfolio value is
larger than Akelius's end-2020 (pre-disposal) EUR12.2 billion,
Annington Limited's (BBB/Stable; EUR9 billion as at end-March 2020)
Ministry-of-Defence housing portfolio, and materially larger than
Grainger's (EUR3.2 billion as at end-September 2020)
residential-for-rent portfolio. Both Annington's and Grainger's
assets are located across the UK. The combined portfolio is also
larger than Peach Property Group AG's (BB-/Stable; EUR1.9 billion
as at end-2020), located mainly in the North Rhine-Westphalia
region of Germany.

In all cases, Fitch acknowledges the necessity-based purpose and
demand for this asset class, the stability of rental income in many
markets (particularly the regulated rent markets), the fundamentals
of inherent demand as household numbers increase and a lack of
supply remains in many markets. Longevity of tenant stay is
conducive to stable income, as seen in many entities' occupancy
rates and rent collection even during the pandemic, and rental
uplift is planned for post-refurbishment units. Different companies
have different policies of concentrating on city centres or urban
locations. Various forms of tenant-protective rental regulation,
constraining rental growth, are in place per country.

Compared with commercial real estate, the net initial yields (NIYs)
on residential-for-rent have been low, reflecting the above
underlying qualities and the different interest-rate regimes of
countries. Fitch acknowledges the higher debt capacity of
residential-for-rent assets compared with more volatile commercial
real estate (office, retail, industrial) and adjusts all rated
companies' net debt/recurring rental-derived EBITDA thresholds for
their NIYs and quality of each entity's portfolio.

Heimstaden Bostad's debt capacity net debt/EBITDA (as seen in the
upgrade and downgrade rating sensitivities) are similar to
Akelius's (pre-disposal). However, Akelius had similar yields but a
greater geographic diversification as it benefits from a US
portfolio. At around 2.5%, Heimstaden Bostad's and Akelius's
properties have lower average income yields, reflecting their
higher share of regulated rents than Grainger's UK portfolio and
their locations in more attractive prime cities in comparison to
Peach's secondary cities in Germany. The NIY on Grainger's
inherently shrinking regulated rent and growing market-rent
portfolios is 2% and 4%, respectively, which corresponds to a
blended 3% yield. Peach's average NIY yield is around 3.5%.

The geographical diversification of Heimstaden Bostad's and
Akelius's portfolios, which balances out city-specific developments
such as the Berlin rent regulation, stands out as a material rating
benefit compared with peers.

KEY ASSUMPTIONS

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

-- Consideration for the SEK92.5 billion Akelius portfolio
    includes additional, committed, equity of SEK24.8 billion,
    inherited secured debt of SEK11.4 billion, Heimstaden Bostad's
    cash of SEK3.6 billion, and a SEK65 billion unsecured bridge,
    of which SEK54.5 billion is expected to be used. The portfolio
    adds SEK2 billion of net operating income;

-- For net debt/EBITDA calculation purposes in forecast years,
    Fitch has annualised rents of signed and planned acquisitions,
    disposals and developments rather than include part-year
    contributions, which can affect this ratio;

-- Moderate 2%-2.5% like-for-like rental growth driven by annual
    regular uplifts, indexation and reletting upon tenants
    vacating apartments;

-- The Akelius transaction increases Heimstaden Bostad's central
    administrative cost base by SEK230 million;

-- Around SEK3 billion of capex (rising to SEK3.8 billion) per
    year, comprising developments and capex to upgrade apartments.
    Fitch assumes an average 7.5% yield (increased rent) on this
    capex;

-- Continued portfolio growth through acquisitions, with around
    SEK30 billion of properties to be acquired in 2022-2024;

-- The forecasts assume many shareholders choose to reinvest cash
    dividends to support the group's financial policy.

RATING SENSITIVITIES

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

-- Net debt/EBITDA below 19x;

-- EBITDA net interest cover above 2.5x;

-- Unencumbered investment property assets/unsecured debt above
    2.0x;

-- For Fitch's EMEA REITs senior unsecured debt uplift: a lower
    share of secured debt with maintained share of assets in
    liquid markets.

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

-- Net debt/EBITDA above 22x;

-- EBITDA net interest cover below 1.75x;

-- Unencumbered investment property assets/unsecured debt below
    2.0x;

-- Changes to the governance structure that loosen the ring-
    fencing around Heimstaden Bostad.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: As at 30 October 2021, Heimstaden Bostad
will have in place a comfortable liquidity position comprising
SEK22.4 billion of revolving credit facilities and construction
facilities, and SEK16.4 billion readily available cash, compared
with SEK2.9 billion short-term debt maturities in 2021 and SEK2.4
billion in 2022.

The Akelius acquisition is funded by around SEK24.8 billion fresh
equity from existing shareholders, SEK3.6 billion existing
Heimstaden Bostad cash resources, SEK11.4 billion secured debt
inherited with the Akelius portfolio, and a new SEK65 billion
unsecured bridge, of which SEK54.5 billion is expected to be used.
The unsecured bridge is expected to be refinanced in the debt
capital markets with hybrids and unsecured debt.

Heimstaden Bostad is funded by a mix of unsecured (bonds and
commercial paper), secured (traditional bank and Danish realkredit
mortgages) and subordinated hybrid debt. At end-2Q21, 46% of debt
was secured, 30% was unsecured and the remaining 25% was hybrid
bonds. Its secured debt is primarily related to assets in Denmark
and the Netherlands, Germany and Sweden.

ISSUER PROFILE

Heimstaden Bostad owns and, through Heimstaden AB, operates
residential-for-rent properties across Europe. With the
complementary acquired Akelius portfolio, the portfolio will total
SEK274.8 billion (EUR27.1 billion).

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.




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

PEACH PROPERTY: Fitch Raises LT IDR to 'BB', Outlook Stable
-----------------------------------------------------------
Fitch Ratings has upgraded Peach Property Group AG's (Peach)
Long-Term Issuer Default Rating (IDR) to 'BB' from 'BB-' with a
Stable Outlook. Its unsecured debt rating has been upgraded to
'BB+' from 'BB'.

The upgrade reflects expected improvements in Peach's financial
profile (cash flow leverage, interest cover) combined with the
business and financial profile improvements already achieved. Fitch
forecasts Peach's cash flow will improve to 19x in 2022, and below
18x in 2023, when the company collects a full year's worth of rents
from part-year acquisitions, and receives the scale benefits of its
operational platform.

Fitch expects interest cover to improve to 1.7x in 2021 and 1.9x in
2022. Peach has already achieved other improvements: greater
diversification, larger scale and improved profitability together
with a larger unencumbered asset base and improved access to
capital.

KEY RATING DRIVERS

Achieving Portfolio Scale: Peach has more than doubled its German
residential-for-rent property portfolio to CHF2.6 billion and
achieved scale through acquisitions. The June 2021 acquisition of
the Eagle German residential portfolio increased residential units
to 27,500 and a gross lettable area of 1.8 million sq m. The
combined portfolio has approximately CHF120 million in annualised
rental income. Fitch expects the larger portfolio to improve the
group's operating margins and profitability, as Peach can leverage
its operating platform across a larger portfolio.

Improving Cash Flow Leverage: Fitch forecasts Peach's financial
profile will improve, with net debt/EBITDA falling to 19x in 2022,
before improving to below 18x in 2023. The improvement will be
driven by higher profitability and the gradual completion and
disposal of its remaining Swiss development property assets. Fitch
treats the remaining mandatory convertible issued in 2021 as having
converted at YE21. Fitch forecasts interest cover to improve to
1.7x in 2021 and above 2.0x in 2023, driven by higher profitability
and lower average cost of debt.

Improved Unencumbered Asset Cover: The funding of recent
acquisitions has increased Peach's unencumbered portfolio to CHF0.9
billion, with a Fitch-calculated unencumbered investment property
assets/unsecured debt ratio of around 1.5x at 1H21. This is in line
with Fitch's expectations for a 'BB' category rating and for
applying the EMEA senior unsecured debt uplift relative to the IDR.
Fitch expects the group's LTV ratio will improve to below 60%
(Fitch-adjusted) at end-2021. Fitch treats Peach's hybrid warrant
bond as 100% debt.

Sector Uplift Applied: Peach's share of unsecured debt is
increasing with the issuance of unsecured bonds, and by repayment
of secured facilities with inefficient use of collateral. Peach's
secured debt was 56% of total debt at 1H21 but this proportion is
unlikely to result in a residual claim against unencumbered assets,
thus is detrimental to unsecured debt. Fitch believes that Peach's
German residential-for-rent assets have not and will not have the
volatility of capital values associated with commercial real estate
(whose historical peak-to-trough 50% EMEA valuation declines inform
criteria parameters).

Fitch believes that Peach's high proportion of secured debt does
not indicate an over-arching control of secured creditors to the
detriment of its unsecured creditors' segregated assets.

North-Rhine-Westphalia-Focused Portfolio: Peach's off-market
acquired portfolios have core metrics broadly comparable with
German peers, but pockets of high vacancies to work through. The
completed acquisitions were hand-picked to complement Peach's
existing footprint (including the Eagle portfolio). Its Peach Point
network of customer service centres and digital platform leads to
better communication with local tenants and cost savings, compared
with peers covering a Germany-wide portfolio. Peach's small market
share does not work against it, as no participants command a
regional market share that can influence evidence for local rent
setting.

High Vacancy Rates: Vacancies suggest opportunities for landlords
to re-set an apartment's rent closer to market rent, particularly
if it has been renovated. Peach's EPRA vacancy rate of 9.1% at
end-1H21 is higher than the 2.0% to 4.0% industry norms for
residential. Peach's strategy includes acquiring portfolios with
pockets of vacancies and gradually reducing their high vacancies
after renovating the buildings. This higher vacancy represents
potential rental uplift after capex. Until then, Peach incurs the
cost of acquisition and vacancy costs. EPRA vacancy was flat in
1H21 compared with end-2020, as the impact of Covid-19 on student
housing, and renovation of entire buildings increased vacancies.
This was offset by a low vacancy rate of 5.3% in the acquired
portfolio.

DERIVATION SUMMARY

Fitch compares Peach with German residential peers, and Fitch-rated
residential peers Akelius Residential Property AB (BBB/Stable),
Heimstaden Bostad AB (BBB/Stable) and Grainger Plc (BBB-/Stable).
Peach's portfolio is broadly comparable with larger German peers'
portfolios, as measured by market value per sq m, in-place-rent per
sq m, gross yield for the location and quality. Peach's portfolio
is different in that it has markedly higher vacancy rates (1H21:
9.1% on an EPRA basis), which stems from some portfolios being
acquired with properties awaiting renovation and re-letting. Over
time, this provides an opportunity for increased rents. The vacancy
is similar to Akelius's higher, renovation-driven, vacancy rate,
which Fitch expects to improve as renovation projects are
completed.

Peach's pro forma end-December 2021 net debt/EBITDA leverage of
around 19x is high, consistent with its historical high LTVs,
although lower than 22-23x for Akelius (not including its large
disposal), Heimstaden Bostad and Grainger. These three peers'
portfolios have lower average income yielding assets reflecting
their location in more attractive prime cities. Relative to office
and retail property company metrics, residential net debt/EBITDA
ratios will be higher because of the asset class's tighter income
yield and lower risk profile. Given the current and prospective
conducive supply and demand dynamics, German residential has a more
stable income profile.

Peach's overall secondary quality of the portfolio (given
vacancies, and average rents), exposure to secured funding, and
current high leverage frames Peach's IDR within the 'BB' rating
category. Fitch expects this profile to improve as the company
acquires similar portfolios and accesses additional unsecured debt,
and improves its portfolio quality by completing renovations.

KEY ASSUMPTIONS

-- For net debt/EBITDA calculation purposes in forecast years,
    Fitch has annualised rents of signed and planned acquisitions,
    disposals and developments rather than include part-year
    contributions;

-- Moderate 2.5% like-for-like rental growth driven by annual
    regular uplifts, indexation and reletting upon tenants
    vacating apartments, in addition to vacancy reduction due to
    renovation;

-- A total of around CHF150 million of renovation and development
    capex during 2021-2024;

-- Completion and disposal of relevant parts of Peach's Swiss
    ongoing development projects.

RATING SENSITIVITIES

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

-- Leverage below 17x net debt/EBITDA;

-- EBITDA net interest coverage above 1.75x;

-- Vacancies below 7%;

-- Liquidity score above 1.0x, and maturities handled well in
    advance and supported by undrawn committed credit facilities;

-- If Peach's IDR was upgraded to 'BB+', for the senior unsecured
    to also be upgraded (to BBB-) and continue to include the EMEA
    REIT sector uplift: Commitment to an unencumbered balance
    sheet resulting in an unencumbered assets/unsecured debt ratio
    towards 2.0x and 30% of secured debt to total debt.

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

-- Leverage above 18x net debt/EBITDA;

-- EBITDA net interest coverage below 1.5x;

-- Costs for holding vacancies increasing to 5% of rent roll;

-- For the sector uplift: the unencumbered assets/unsecured debt
    ratio falling below 1.5x by encumbering properties or a
    decrease in the valuation of the unencumbered portfolio.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: Available liquidity at end-1H21 was CHF76.1
million of cash on balance sheet. During 2H21, Peach has signed
CHF55 million in secured credit facilities. Together this covers
the CHF106 million of debt maturing within 12 months, including
secured debt amortisation. Peach's management intends to run the
group with CHF20 million of cash on balance sheet.

ISSUER PROFILE

Peach is a growing Switzerland based residential-for-rent property
company investing in German regulated residential. Properties are
primarily located in the North-Rhine-Westphalia region.

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.




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

PETKIM PETROKIMYA: Fitch Raises LT IDR to 'B+', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has upgraded Petkim Petrokimya Holdings A.S.'s
(Petkim) Long-Term Issuer Default Rating (IDR) to 'B+' from 'B'.
The Outlook is Stable.

The upgrade reflects Fitch's expectations of strong progress on
de-leveraging with around USD200 million-USD300 million debt
repayment in 2021, followed by payment of an USD240 million
instalment for STAR Refinery in 2022. All this should result in
funds from operations (FFO) net leverage being sustainably below
3.0x through to 2024, despite expected material reduction in
earnings in 2022.

The rating of Petkim is constrained by its small scale and high
product concentration relative to larger, diversified global
peers'. In particular, Petkim owns a single-site petrochemical
complex and is exposed to cyclical commodity polymers, which
results in inherent earnings volatility. Its business profile
benefits from a well-invested asset base and resilience to
foreign-exchange (FX) volatility. Its senior unsecured instrument
rating is capped at the IDR due to assets being solely located in
Turkey.

KEY RATING DRIVERS

Deleveraging in Progress: Strong recovery in petrochemical markets
since 4Q20 and the positive effect of further lira deprecation
allowed Petkim to perform ahead of Fitch's previous expectation and
to close 2020 with a FFO net leverage of 2.9x (5.0x previous
forecast). Supply/demand imbalances in 1H21 drove a further rise in
petrochemical prices and Fitch expects debt repayment to continue
for the rest of 2021 and in 2022. Fitch estimates FFO net leverage
to decline to below 1x in 2021 before rising to around 1.8x in 2022
and 2.3x in 2023.

Re-leverage Post-2021: Gradual increase in leverage post-2021 will
be driven by the payment of the last USD240 million instalment for
Petkim's 18% stake purchase in STAR Refinery, growth in capex and
Fitch's expectation of resumption of dividend payments from 2023.
Despite the increase Petkim's leverage would still be below Fitch's
positive sensitivity for an upgrade.

Strong Spreads Drive Earnings Spike: The earnings of Petkim reflect
the spreads between its products and naphtha, its major feedstock.
Spreads for thermoplastics, a segment representing nearly half of
Petkim's non-trading revenue, rose to a record of over USD1,500 per
tonne in 1Q21 and remained at high, albeit declining, level in
2Q21. Although the petrochemical market is expected to stabilise as
the pressure from oversupply in polyethylene (PE, 60%-65% of
Petkim's plastics sales) and a continuing recovery in oil prices,
Fitch expects Petkim to generate over USD600 million of EBITDA in
2021 versus around USD240 million p.a. in 2019 and 2020.

STAR Adds to Cost Savings: STAR Refinery, which was launched in
late 2018 by Petkim's ultimate parent, State Oil Company of the
Azerbaijan Republic (SOCAR, BB+/Negative), next to Petkim's plants
in Turkey now operates at its 10mt full capacity p.a. and supplies
around 60%-70% of the company's naphtha feedstock. As a result,
Petkim generates around USD30 million-USD40 million logistic cost
savings annually. Exposure to a concentrated supply source is
mitigated by the location of Petkim in close proximity to
alternative supply sources from the Black Sea region and Russia.

STAR Stake Purchase Near Completion: Petkim managed to delay the
timing of the last of three equal USD240 million instalments for
its stake in STAR Refinery until January 2022 and Fitch expects
that based on management guidance payment will finally be settled
by end-1Q22. The first two instalments were paid in 2018, funded by
a USD500 million bond placement. Fitch conservatively adds the
outstanding USD240 million payment to Petkim's adjusted debt and
does not factor in dividends from STAR Refinery in Fitch's
forecasts.

Small-Scale Commodity Producer: Petkim is a Turkish commodity
chemical producer, making plastics and intermediates from naphtha.
Petkim's small scale and single-site operations with limited
integration are key factors driving the company's 'B' category
business profile. Petkim's profitability recovered strongly in 4Q20
and H121 when the naphtha-ethylene spreads continued to widen and
supported an increase in petrochemicals prices. However, as the
market rebalances on supply improvement, Fitch expects
petrochemicals prices to gradually fall towards pre-pandemic levels
by end-2022.

STEAS Contingent Liabilities Risk Reduced: Petkim is 51%-owned by
SOCAR Turkey Enerji A.S (STEAS). Until August 2021 STEAS was
87%-owned by SOCAR and 13% by Goldman Sachs (GS). The value of GS's
shareholding was protected by an USD1.3 billion put option, which
Fitch assumed, if exercised, could put pressure on dividend being
up-streamed from Petkim. STEAS, however, independently raised
USD1.3 billion to settle the put with GS, hence reducing the need
for cash extraction from STEAS subsidiaries, in Fitch's view.

GS maintains a 30% stake in Petlim, a container terminal in the
Aegean Region, and has agreed with STEAS to an USD300 million put
option on Petlim's shares. The other 70% is held by Petkim. In
Fitch's view it is likely that STEAS will buy back Petlim's shares
without Petkim's support before the put expiry in December 2021.

Turkish Lira Impact Manageable: Petkim has almost 90% of its plant
production costs, or 80%-85% of total cash costs, denominated in US
dollars as its major feedstock, naphtha, is purchased at US dollar
prices. Simultaneously, the majority of sales is directly
denominated in US dollar and euros, or indirectly driven by lira
price indexation to global US dollar benchmarks. This supports
Petkim's EBITDA during periods of lira devaluation, thus largely
offsetting the company's inflated hard-currency debt. FX volatility
could also have indirect implications by weakening domestic demand,
although Petkim can choose to re-route its products to export
markets.

Rating on Standalone Basis: SOCAR's IDR is aligned with that of
Azerbaijan (BB+/Stable). Under Fitch's Parent and Subsidiary Rating
Linkage methodology, Fitch has not provided an uplift to Petkim's
rating from SOCAR's ownership, even after GS's exit. This is
because Fitch does not view support from the Azerbaijan government
as the most likely scenario and Fitch assesses overall links
between SOCAR and Petkim as 'Moderate'. The latter captures
moderate legal ties between the two companies (which takes into
account a lack of legal guarantees but also assumes Petkim being
subject to cross-default provision in SOCAR's bond documentation),
moderate strategic ties and strong operational links.

DERIVATION SUMMARY

Russia-based PJSC Kazanorgsintez (BB-/Stable) is Petkim's closest
rated peer based on product mix (basic polymers) and geographical
concentration. Kazanorgsintez benefits from its more competitive
cost position, higher EBITDA margins (on average over 25%) and from
a stronger financial profile with FFO adjusted net leverage of
under 1x. Expected debt repayment by Petkim will, however, narrow
the leverage gap to Kazanorsintez over the next four years. Petkim
also benefits from wider product diversification while
Kazanorgsintez's revenues are more concentrated on polyethylene.
Following a recent announcement of merger between TAIF and PAO
SIBUR Holding (BBB-/Stable), Kazanorgsintez has, however, become
part of a materially stronger group and benefits from a
single-notch rating uplift due to its ties with SIBUR.

Other Fitch-rated, commodity-focused EMEA chemical companies
include Roehm Holding GmbH (B-/Stable), SIBUR, Ineos Group Holdings
S.A. (BB+/Stable). Roehm benefits from a leading position in the
methacrylates business in Europe with better geographical
diversification but is more leveraged than Petkim. Ineos' business
profile is in the 'bbb' category with better product and
geographical diversification and is larger in scale. SIBUR as well
as US-based Westlake Chemical Corporation (BBB/Stable) benefit from
competitively-priced petrochemical feedstock, placing them in a
more advantageous position versus less integrated producers such as
Petkim.

KEY ASSUMPTIONS

-- Naphtha price following the crude oil price of USD63/bbl in
    2021, USD55/bbl in 2022, USD53/bbl in 2023 and 2024;

-- Year-end USD/TRY rates of 8.8 in 2021, 9.5 in 2022, 9.9 in
    2023-2024;

-- EBITDA of around USD610 million in 2021, followed by a decline
    to on average around USD290 million p.a. in 2022-2024;

-- EBITDA margin of around 21% in 2021, followed by an average
    13% in 2022-2024;

-- Working-capital outflow of around TRY0.7 billion in 2021,
    followed by net working-capital outflow of TRY0.1 billion in
    2022-2024;

-- Capex at around 4% of sales in 2021, around 9% in 2022-2023
    and around 5% in 2024;

-- No dividends paid to shareholders nor received from STAR
    Refinery to 2024;

-- Dividends paid out of around USD100 million p.a. in 2023-2024;

-- The last USD240 million instalment related to the 18% stake
    purchase in STAR Refinery to be paid in 2022.

Recovery Assumptions:

The recovery analysis assumes that Petkim would be considered a
going-concern (GC) in bankruptcy and that the company would be
reorganised rather than liquidated.

GC EBITDA is estimated at USD220 million. It reflects Petkim's
performance in a low cycle with future benefits from synergies with
the STAR Refinery. An enterprise value (EV) multiple of 4x was
applied to the GC EBITDA, reflecting its single-site business with
exposure to emerging markets.

After deduction of 10% for administrative claims, Fitch's waterfall
analysis generated a ranked recovery in the 'RR4' band, indicating
a 'B+' instrument rating. The waterfall analysis output percentage
on current metrics and assumptions was 57%.

RATING SENSITIVITIES

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

-- A clearly defined and conservative financial policy supporting
    FFO net leverage sustainably below 2.0x;

-- Strengthening of legal and operational ties with SOCAR and a
    stronger Standalone Credit Profile of SOCAR;

-- Significant improvement in cash-flow diversification, e.g.
    higher cash flow generation at Petlim and dividends from STAR
    refinery.

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

-- FFO net leverage sustainably above 3.0x;

-- Prolonged downturn in petrochemical market leading to
    sustained erosion in margins;

-- Aggressive financial policies increasing debt quantum/leading
    to negative free cash flow over a sustained period.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Petkim's liquidity was manageable at end-June
2021, with cash and deposits of TRY6.2 billion covering short-term
debt of TRY4.4 billion. Petkim will also have to pay the last
instalment of USD240 million (TRY2.2 billion equivalent) by
end-1Q22 to STEAS for the acquisition of a 18% stake in STAR
Refinery. Fitch estimates a liquidity score of well above 1x in
both 2021 and 2022.

Current debt is mostly used to finance working capital, including
TRY3billion of liabilities resulting from letters of credit and
murabaha loan for naphta procurement that Fitch treats as debt.
Petkim's debt maturity profile reflects some reliance on domestic
banks. This is not uncommon among Turkish corporates but exposes
the company to systemic liquidity risk. The main portion of
long-term debt is related mainly to a USD500 million bond due in
2023. Fitch expects that Petkim will successfully re-finance the
notes in 2022.

ISSUER PROFILE

Petkim is a small Turkish petrochemical producer with 3.6 million
tonnes annual gross production capacity including commodity
chemicals. It operates 15 main and seven auxiliary processing
units, all located in Turkey. The Turkish market represents around
60%-65% of sales, where the company has 15%-20% market share. The
remaining portion of sales is exported, mainly to the EU.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- In 2020, Fitch treated TRY61 million (TRY37.3 million of
    depreciation and amortisation on rights-of-use of assets, and
    TRY23.9 million of lease interests) as operating expenses.

-- In 2020, TRY1.8 billion (equivalent USD240 million) residual
    commitment to pay for the 18% stake in STAR Refinery was
    treated as off-balance-sheet debt.

ESG CONSIDERATIONS

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




=============
U K R A I N E
=============

BANK ALLIANCE: S&P Affirms 'B-/B' ICRs, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'B-/B' long- and short-term issuer
credit rating on Bank Alliance. The outlook is stable. S&P also
affirmed its 'uaBBB-' Ukraine national scale rating on the bank.

S&P said, "The affirmation reflects our view that Bank Alliance
does not meet our definition for a 'CCC+' rating under our
criteria. Therefore we rate the bank at 'B-/B'.

"We expect real GDP growth in Ukraine will average 3.3% in
2021-2023, providing favorable growth prospects and operating
conditions for Ukrainian banks. We expect that Bank Alliance may be
able to moderately strengthen its market position, with growth
above the system average. It advanced its market position to No. 21
among 73 banks in Ukraine as of Sept. 30, 2021, from No. 78 at
year-end 2016.

"We expect Bank Alliance's capitalization, as measured by our RAC
ratio, will rebound to above 3% in 2022-2023 from below the 3% we
forecast at year-end 2021 due to budgeted 85% loan growth. We
assume that loan growth will moderate materially to an annual
average of 15% and that the bank will receive a UAH160 million Tier
1 capital injection from a new minority shareholder in 2022. The
bank posted a profit of UAH69 million in the first eight months
2021 and is committed to full earnings retention during its growth
phase. Bank Alliance is currently in compliance with all regulatory
ratios and its total regulatory capital adequacy ratio was 13.2% as
of Sept. 30, 2021, above the minimum of 10%.

"We believe that Bank Alliance's ability to manage rapid growth in
its loans and off-balance-sheet credit exposures and to create an
adequate risk-management framework will largely determine its asset
quality. Stage 3 loans were under 2% of total loans as of Sept. 1,
2021, because of the bank's limited operations before 2018. This is
well below the average ratio of NPLs in the Ukrainian banking
system (37% at mid-2021). Bank Alliance's asset quality could
worsen rapidly if its large loans become NPLs. The top-20 customers
accounted for about 3.1x of total adjusted capital at Aug. 31,
2021. Prospective asset quality is protected, to a degree, by the
short tenor of the loans: 67% of Bank Alliance's loans had a
remaining term of less than a year as of mid-2021. In our view, the
bank's capital cushion and provisions are sufficient to cover
moderate deterioration in asset quality over the next 12 months. In
case of more server deterioration, the bank can recall some of its
guarantees and credit lines.

"We view Bank Alliance's funding profile as in line with that of
other small, private Ukrainian banks. It had stable funding ratio
of 178% at mid-2021. Its funding stability depends on the owner's
reputation in view of the sizable concentrations of corporate
deposits. The bank diversified its funding base through cooperation
with international financial institutions. In 2020 Bank Alliance
attracted the funds from the European Investment Bank under
development programs for small and midsize enterprises and
agricultural companies. The bank is currently in final negotiations
with the International Finance Corporation to obtain a loan and a
trade finance line. In addition, Ukraine government
securities--which can be sold subject to repurchase
agreements--accounted for 42% of total assets at mid-2021.

"The stable outlook reflects our expectation that Ukraine's
recovering economy and the planned capital injection will support
the bank's profitable growth and strengthening of its franchise
over the next 12 months.

"A positive rating action on Bank Alliance in the coming 12 months
is unlikely because we do not envision material improvements to the
bank's business position and capitalization during this period.

"We could lower the rating if Bank Alliance's liquidity, or asset
quality weakened significantly below our base-case assumptions over
the next 12 months such that the bank was more vulnerable to
adverse market conditions. This could occur because profit
generation or capital injections lag balance-sheet expansion, or
the asset quality of the largest loans deteriorates rapidly. We
could also lower the ratings if we were to observe increasing risks
of breaching regulatory capital adequacy ratios."




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

DALIGAS: Ceases Trading, 9,000 Customers Affected
-------------------------------------------------
BBC News reports that another UK energy supplier has ceased
trading, regulator Ofgem announced on Oct. 14, making it the third
provider to collapse this week.

Daligas supplies gas to 9,000 domestic and non-domestic customers.


According to BBC, Ofgem said it would find a new supplier.

It comes as big supplier EDF said it was not ready to take on new
customers from more failed firms, BBC notes.

Since September, 12 energy firms have collapsed which has affected
nearly two million customers, BBC relates.

Ofgem, as cited by BBC, said it would protect customers and advised
them to do nothing until a transfer to a new provider takes place
in the coming weeks.

Energy firms have blamed the price cap on customers' energy bills
for the recent spate of collapses, BBC states.


DOWSON PLC 2021-2: Moody's Assigns (P)Caa2 Rating to 2 Tranches
---------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to Notes issued by Dowson 2021-2 Plc:

GBP [ ] M Class A Floating Rate Notes due October 2028, Assigned
(P)Aaa (sf)

GBP [ ] M Class B Floating Rate Notes due October 2028, Assigned
(P)Aa1 (sf)

GBP [ ] M Class C Floating Rate Notes due October 2028, Assigned
(P)A2 (sf)

GBP [ ] M Class D Floating Rate Notes due October 2028, Assigned
(P)Baa3 (sf)

GBP [ ] M Class E Floating Rate Notes due October 2028, Assigned
(P)Ba3 (sf)

GBP [ ] M Class F Floating Rate Notes due October 2028, Assigned
(P)Caa2 (sf)

GBP [ ] M Class X Floating Rate Notes due October 2028, Assigned
(P)Caa2 (sf)

RATINGS RATIONALE

The Notes are backed by a static pool of United Kingdom auto
finance contracts originated by Oodle Financial Services Limited
("Oodle", NR). This represents the fourth issuance sponsored by
Oodle. The originator will also act as the servicer of the
portfolio during the life of the transaction.

The portfolio of auto finance contracts backing the Notes consists
of Hire Purchase ("HP") agreements granted to individuals resident
in the United Kingdom. Hire Purchase agreements are a form of
secured financing without the option to hand the car back at
maturity. Therefore, there is no explicit residual value risk in
the transaction. Under the terms of the HP agreements, the
originator retains legal title to the vehicles until the borrower
has made all scheduled payments required under the contract.

The portfolio of assets amount to approximately GBP413.5 million as
of October 4, 2021 pool cut-off date. The portfolio consisted of
52,420 agreements originated over the past 5 years and
predominantly made of used 99.3% vehicles distributed through
national and regional dealers as well as brokers. It has a weighted
average seasoning of 12.0 months.

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

The transaction's main credit strengths are the significant excess
spread, the static and granular nature of the portfolio, and
counterparty support through the back-up servicer (Equiniti Gateway
Limited (NR)), interest rate hedge provider (BNP Paribas (Aa3(cr)/
P-1(cr)) and independent cash manager (Citibank N.A., London Branch
(Aa3(cr)/ P-1(cr)). The structure contains specific cash reserves
for each asset-backed tranche which cumulatively equal 1.17% of the
pool and will amortise in line with the notes. Each tranche reserve
will be purely available to cover liquidity shortfalls related to
the relevant Note throughout the life of the transaction and can
serve as credit enhancement following the tranche's repayment. The
Class A reserve provides approximately 7 months of liquidity at the
beginning of the transaction. The portfolio has an initial yield of
16.9% (excluding fees). Available excess spread can be trapped to
cover defaults and losses, as well as to replenish the tranche
reserves to their target level through the waterfall mechanism
present in the structure.

Moody's determined the portfolio lifetime expected defaults of 14%,
expected recoveries of 30% and portfolio credit enhancement ("PCE")
of 37.5% 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
Moody's 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 its ABSROM cash flow model.

Portfolio expected defaults of 14% is higher than the UK auto ABS
average and is based on Moody's assessment of the lifetime
expectation for the pool taking into account: (i) the higher
average risk of the borrowers, (ii) historic performance of the
book of the originator, (iii) benchmark transactions, and (iv)
other qualitative considerations.

Portfolio expected recoveries of 30% is lower than the UK auto ABS
average and is based on Moody's assessment of the lifetime
expectation for the pool taking into account: (i) historic
performance of the originator's book, (ii) benchmark transactions,
and (iii) other qualitative considerations.

PCE of 37.5% is higher than the EMEA Auto ABS average and is based
on Moody's assessment of the pool which is mainly driven by: (i)
the relative ranking to originator peers in the UK market and (iii)
the weighted average current loan-to-value of 98.1% which is worse
than the sector average. The PCE level of 37.5% results in an
implied coefficient of variation ("CoV") of 32.9%.

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 an upgrade of the ratings of Class C-X
Notes include significantly better than expected performance of the
pool together with an increase in credit enhancement of Notes. The
Class B note is constrained to Aa1 (sf) due to Moody's operational
risk assessment.

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 linkage due to a downgrade of the hedge providers
rating; and (ii) economic conditions being worse than forecast
resulting in higher arrears and losses.


DOWSON PLC 2021-2: S&P Assigns Prelim. B- Rating on Class F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Dowson 2021-2 PLC's asset-backed floating-rate class A, B, C, D, E,
F-Dfrd, and X-Dfrd notes. The class X-Dfrd notes will be excess
spread notes. The proceeds from the class X-Dfrd notes will be used
to fund the initial required cash reserves, the premium portion of
the purchase price, and pay certain issuer expenses and fees
(including the cap premium).

Dowson 2021-2 is the fourth public securitization of U.K. auto
loans originated by Oodle Financial Services Ltd. S&P also rated
the first three securitizations, Dowson 2019-1 PLC, Dowson 2020-1,
and Dowson 2021-1 PLC, which closed in September 2019, March 2020,
and April 2021, respectively.

Oodle is an independent auto lender in the U.K., with a focus on
used car financing for prime and near-prime customers.

Oodle will exercise the optional redemption on Dowson 2019-1 on the
first optional redemption date. Eligible receivables from Dowson
2019-1 will be securitized into Dowson 2021-2. Currently, they form
about a third of the pool.

The underlying collateral will comprise U.K. fully amortizing
fixed-rate auto loan receivables arising under hire purchase (HP)
agreements granted to private borrowers resident in the U.K. for
the purchase of used and new vehicles. There will be no personal
contract purchase (PCP) agreements in the pool. Therefore, the
transaction will not be exposed to residual value risk.

About 5.9% of the pool are multi-part agreements that include
certain add-on components, which covers for insurance, warranties,
and refinancing of amounts owed by the obligor under any
pre-existing hire-purchase, lease, or other auto finance agreement,
which is terminated by the obligor in connection with its entry
into a new agreement. Currently, the add-on components form about
0.62% of the pool.

Collections will be distributed monthly with separate waterfalls
for interest and principal collections, and the notes amortize
fully sequentially from day one.

A dedicated reserve ledger for each class A, B, C, D, E, and F-Dfrd
notes will be in place to pay interest shortfalls for the
respective class over the transaction's life, any senior expense
shortfalls, and once the collateral balance is zero or at legal
final maturity, to cure any principal deficiencies. The required
reserve amount for each class will amortize in line with the
outstanding note balance.

A combination of note subordination, the class-specific cash
reserves, and any available excess spread will provide credit
enhancement for the rated notes.

Commingling risk is partially mitigated by sweeping collections to
the issuer account within two business days, and a declaration of
trust is in place over funds within the collection account.
However, due to the lack of minimum required ratings and remedies
for the collection account bank, we have assumed one week of
commingling loss in the event of the account provider's
insolvency.

Although the originator is not a deposit-taking institution, there
are eligibility criteria preventing loans to Oodle employees from
being in the securitization, and Oodle has not underwritten any
insurance policies for the borrowers. The new add-on product may
give rise to potential setoff risk between the borrower and the
seller, which may be subject to claims under section 75 CCA for any
breach of contract or misrepresentation although Oodle would
normally have a claim against the dealer in such scenario. As a
conservative assumption, in the absence of a satisfactory legal
comfort, S&P has considered a setoff loss for the total add-on
portion of the pool, which comprises 0.62% of the pool.

Oodle will remain the initial servicer of the portfolio. A moderate
severity and portability risk along with a moderate disruption risk
initially caps the maximum potential ratings on the notes at 'AA'
in the absence of a back-up servicer. However, following a servicer
termination event, including insolvency of the servicer, the
back-up servicer, Equiniti Gateway Ltd., will assume servicing
responsibility for the portfolio. S&P said, "We have therefore
incorporated a three-notch uplift, which enables the transaction to
achieve a maximum potential rating of 'AAA' under our operational
risk criteria. Therefore, our operational risk criteria do not
constrain our ratings on the notes."

The assets pay a monthly fixed interest rate, and all notes pay
compounded daily sterling overnight index average (SONIA) plus a
margin subject to a floor of zero. Consequently, these classes of
notes will benefit from an interest rate cap.

Interest due on all classes of notes, other than the most senior
class of notes outstanding, is deferrable under the transaction
documents. Once a class becomes the most senior, interest is due on
a timely basis. S&P said, "However, although interest can be
deferred, our preliminary ratings on the class A, B, C, D, and E
notes address timely payment of interest and ultimate payment of
principal. Our preliminary ratings on the class F-Dfrd and X-Dfrd
notes address the ultimate payment of interest and ultimate payment
of principal."

The transaction also features a clean-up call option, whereby on
any interest payment date when the outstanding principal balance of
the assets is less than 10% of the initial principal balance, the
seller may repurchase all receivables, provided the issuer has
sufficient funds to meet all the outstanding obligations.
Furthermore, the issuer may also redeem all classes of notes at
their outstanding balance together with accrued interest on any
interest payment date on or after the optional redemption call date
in October 2024.

S&P said, "Our preliminary ratings on the transaction are not
constrained by our structured finance sovereign risk criteria. The
remedy provisions at closing will adequately mitigate counterparty
risk in line with our counterparty criteria. We expect the legal
opinions to adequately address any legal risk in line with our
criteria."

  Preliminary Ratings

  CLASS     PRELIMINARY      PRELIMINARY
             RATING*          AMOUNT (MIL. GBP)
  A          AAA (sf)           TBD
  B          AA (sf)            TBD
  C          A (sf)             TBD
  D          A- (sf)            TBD
  E          BBB- (sf)          TBD
  F-Dfrd     B- (sf)            TBD
  X-Dfrd     CCC (sf)           TBD

*S&P's preliminary ratings on the class A, B, C, D, and E notes
address the timely payment of interest and ultimate payment of
principal, while our preliminary ratings on the class F-Dfrd and
X-Dfrd notes address the ultimate payment of both interest and
principal no later than the legal final maturity date.
TBD--To be determined.


GREENSILL CAPITAL: Credit Suisse Offers Free Services to Clients
----------------------------------------------------------------
Owen Walker and Stephen Morris at The Financial Times report that
Credit Suisse clients suing the bank over the collapse of its
Greensill-linked supply-chain finance funds seven months ago have
responded angrily to its offer of free services.

According to the FT, the Swiss lender has begun contacting the more
than 1,000 wealthy clients who invested in the US$10 billion group
of funds, offering refunds on fees from brokerage, discretionary
mandate and banking services, as well as investment advice.

Those who have initiated legal proceedings against the bank will
not be offered the rebates, but they may be eligible if they drop
their claims, said a person briefed on the offer, the FT
discloses.

Hundreds of Credit Suisse clients invested in the supply-chain
funds, having been told by the bank's advisers and marketing
material that they were investing in low-risk products, fully
insured against losses, the FT notes.

In March, the Swiss lender suspended the US$10 billion suite of
funds linked to Greensill Capital, which collapsed into
administration amid allegations of fraud against Greensill, the FT
recounts.  While about US$7 billion has been collected so far, the
bank has warned that about US$2.3 billion will be difficult to
recoup, the FT states.

Several class-action lawsuits have begun, focused on what lawyers
believe were misleading statements in the fund documents about
whether insurance policies would cover losses in full, the FT
relays.

The bank, as cited by the FT, said clients who took advantage of
the offer, which was first reported by Reuters, would not have to
forgo future legal action, but they would need to agree that what
they gained from litigation would be reduced by the amount they
were reimbursed.

According to the FT, Credit Suisse said it had been in discussions
with clients in recent months.  "We have taken their feedback on
board, explored the viability of a number of scenarios and,
starting with clients in Switzerland, we are now able to grant
special conditions as a gesture of our commitment to these
important relationships," it said.

"It's a free option, we're not asking investors to give anything
up.  But it's only fair to other investors -- and shareholders --
that any benefits that clients accrue are taken into account if
they go down the legal route," the FT quotes a person close to the
bank as saying.

Credit Suisse waived management fees on the Greensill funds after
they were suspended in March, the FT recounts.


PURE PLANET: Ceases Trading Over Rising Energy Prices
-----------------------------------------------------
BBC News reports that two more UK energy firms have ceased trading
amid soaring wholesale energy prices.

Pure Planet, which is backed by oil giant BP, and Colorado Energy
join a number of small energy firms that have gone bust recently,
BBC relates.

According to BBC, Pure Planet said it had been caught between
rising costs and the UK's energy price cap, which limits what
companies can charge consumers.

This had left its business "unsustainable", it said.

Customers of both companies will be moved to new suppliers, BBC
discloses.

Pure Planet and Colorado Energy are the latest casualties of a
global spike in gas prices, BBC notes.

Pure Planet supplies gas and electricity to around 235,000 domestic
customers, while Colorado Energy has around 15,000 domestic
customers, according to BBC.

Energy regulator Ofgem will now find a new supplier for those
customers, who are asked to do nothing until the transfer takes
place in the coming weeks, BBC states.


SILENTNIGHT: Senior KPMG Partner Accused of Untruthful Defense
--------------------------------------------------------------
Michael O'Dwyer at The Financial Times reports that a senior KPMG
partner advanced an "untruthful" defense at a disciplinary hearing
into the accounting firm's misconduct in the sale of bedmaker
Silentnight to a private equity fund, a tribunal has found.

According to the FT, the tribunal also found that KPMG and David
Costley-Wood, the partner who led the Silentnight work, had failed
to co-operate in not providing evidence to investigators from the
UK accounting regulator.

KPMG was fined GBP13 million in August and ordered to pay more than
GBP2.75 million in costs for its role in placing Silentnight into
an insolvency process in 2011, which allowed HIG Capital to acquire
it without the burden of its GBP100 million pension scheme, the FT
recounts.

The accounting firm was found to have acted in the interests of
HIG, which it was nurturing as a potential client, even though
these were "diametrically opposed" to those of its client
Silentnight, the FT discloses.  KPMG sold its own insolvency advice
business, now called Interpath, to HIG this year, the FT relays.

In its full decision published on Oct. 13, the tribunal found that
Mr. Costley-Wood, who was fined GBP500,000 for his part in the
Silentnight scandal, had advanced an "untruthful" defense that was
"a construct invented by him to assist in his defense", the FT
states.

The FRC said mounting an untruthful defense "seriously risks
undermining the regulatory system [and] compounds the original
failings", the FT notes.

According to the FT, KPMG's non-co-operation included its failure
to disclose an ad hoc retainer with Silentnight before it was
formally engaged in January 2011, which the tribunal said may have
delayed the FRC's investigations into its potential conflict of
interest.

The tribunal, as cited by the FT, said it was "difficult to
explain" KPMG's failure to disclose to regulators that it had
billed Silentnight GBP45,000 for work before the firm's formal
engagement and that it had "some difficulty" believing this had
been overlooked inadvertently.

The tribunal said intention of KPMG and Mr. Costley-Wood, who
retired from the firm this year, may have been to "downplay" their
level of contact with Silentnight in a period when Mr. Costley-Wood
had provided advice to HIG, according to the FT.


TOGETHER FINANCIAL: Fitch Alters Outlook on 'BB-' LT IDR to Stable
------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Together Financial
Services Limited's (Together) Long-Term Issuer Default Rating (IDR)
to Stable from Negative and affirmed the IDR at 'BB-', Short-Term
IDR at 'B', and the senior secured notes issued by subsidiary
Jerrold FinCo Plc (FinCo) and guaranteed by Together at 'BB-'.

Fitch has also affirmed the GBP368.2 million senior PIK toggle
notes, maturing 2023 and issued by Together's indirect holding
company Bracken Midco1 PLC (Midco1), at 'B'.

KEY RATING DRIVERS

TOGETHER - IDRS AND SENIOR DEBT

The Outlook revision reflects the more stable UK economic backdrop,
improvements in Together's liquidity and earnings profiles, and its
success over the past year in developing its funding base.

Together's IDR is underpinned by its long-established franchise in
providing secured credit to under-served borrowers, sound risk
controls, generally healthy profitability and an increasingly
diversified, albeit largely secured, funding profile. These factors
mitigate the inherent risk involved in lending to a niche sector of
non-standard UK borrowers, as reflected in Together's weaker asset
quality metrics (compared with prime mortgage lenders) and the
associated funding needs.

Together is a privately-owned UK non-bank lender with a good
franchise in its market segment having been in operation for over
47 years as a provider of secured lending products to predominantly
non-standard borrowers. It benefits from strong business
relationships, for example, with mortgage brokers (including
mortgage packagers), which have proved supportive of Together's
ability to increase loan originations . The business is split
between the regulated personal finance division and the unregulated
commercial finance division and products offered range from first-
and second-charge mortgages, buy-to-let mortgages, bridging loans,
commercial term loans to development finance. In the context of the
overall UK mortgage market, Together's franchise is moderate but
its position in specialist lending is well established.

Loans are secured on UK property with fairly conservative
loan-to-value (LTV) ratios of on average below 60% at origination,
which mitigates the riskier lending profile when compared with
mainstream UK mortgage lenders. Underwriting is of a more bespoke
nature than mainstream mortgage providers, but Together has been
increasing the level of automation to make the process more robust
and efficient.

Together's non-performing loan ratio (defined by IFRS 9 stage 3
loans/gross loans) had increased to 11.8% at end-June 2021 (end
FY21) from pre-pandemic levels (FYE19: 8.4%). Asset quality metrics
could worsen as government support schemes are phased out. However,
Fitch expects that principal losses should remain low as Together's
weighted average indexed LTV ratio was 52.1% at FYE21, indicating a
significant headroom to absorb any collateral valuation declines.
Positively, there are no loans left on the mortgage payment
deferral scheme.

Earnings and profitability have proved robust with pre-tax income
to average assets of 3.4% in the 12 months to end-FY21 (FY20:
2.3%). Profitability was negatively affected by a high impairment
charge in 2020, which has since reduced significantly but may
remain sensitive to inherent fluctuations in expected credit loss
model assumptions.

The net interest margin has contracted over the past few years due
to a combination of higher rate loans being replaced by lending at
lower rates and general competitive pressure on nominal rates.
Together has demonstrated an ability to manage the cost base to
protect profit margins and implemented cost cuts in 2020. However,
in Fitch's view, future scope for cutting costs will be more
limited.

Leverage, defined by gross debt to tangible equity, has declined in
line with more recent lower origination levels (end-FY21: 4.1x;
end-FY20: 4.8x). Fitch expects this ratio to increase as lending
picks up but for it to remain at an acceptable level for Together's
rating. When calculating Together's leverage, Fitch adds Midco1's
debt to that on Together's own balance sheet, regarding it as
effectively a contingent obligation of Together. Midco1 has no
separate financial resources of its own with which to service it,
and failure to do so would have considerable negative implications
for Together's own creditworthiness. Profits are largely
re-invested in the business and this somewhat mitigates the
dependence on debt funding.

Together's funding profile is wholesale, via public and private
securitisations, senior secured bonds issued by the financing arm
Jerrold FinCo Plc, PIK notes issued by Bracken Midco 1 PLC as well
as an undrawn revolving credit facility (RCF) of GBP71.9 million.
Together has diversified its funding profile over recent years, but
the wholesale nature can leave it exposed to funding and liquidity
risks in highly volatile markets. In particular, the private
securitisations contain a number of performance covenants and the
senior secured bonds and RCF have maximum gearing ratios attached
to them. In a worsening credit environment, these facility
restrictions could limit funding availability.

Positively, Together has been building up cash buffers by limiting
the amount of new lending while generating a sound level of loan
redemptions in line with pre-pandemic levels. Together's total
accessible liquidity, which includes liquidity that can be accessed
from the private securitisations in exchange for eligible assets as
well as RCF drawings, was around GBP453 million at end-FY21
(end-FY20: GBP145 million). The debt profile is staggered, which
mitigates some refinancing risk and Together has shown a good
ability to access the wholesale funding markets over the past year,
successfully pushing out maturity dates and decreasing the overall
funding costs.

MIDCO1 -SENIOR PIK TOGGLE NOTES

Midco1's debt rating is notched from Together's IDR as Fitch takes
Midco1's debt into account when assessing Together's leverage, and
Midco1 is totally reliant on Together to service its obligations.
The notching between Together's IDR and the rating of the senior
PIK toggle notes reflects Fitch's view of the likely recoveries in
the event of Midco1 defaulting. While sensitive to a number of
assumptions, this scenario would only be likely to occur when
Together was also in a much weakened financial condition, as
otherwise its upstreaming of dividends for Midco1 debt service
would have been maintained.

RATING SENSITIVITIES

TOGETHER - IDRS AND SENIOR DEBT

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

-- An upgrade would be supported by evidence that Together's
    franchise and business model has remained robust amid abating
    pandemic pressures, in addition to improving financial profile
    metrics, notably asset quality and an absence of a material
    increase in leverage.

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

-- Material asset quality weakness feeding into liquidity
    pressures. This could arise from a significant decline in
    redemptions and repayments or material depletion of Together's
    immediately accessible liquidity buffer, for example resulting
    from constrained funding access, or if Together needs to
    inject cash or eligible assets into the securitization
    vehicles to cure covenant breaches driven by asset quality
    deterioration, which could weaken its corporate liquidity.

-- Consolidated leverage increasing to above 6x on a sustained
    basis, which could arise from a material slowdown in
    Together's rate of internal capital generation, for example
    due to a deteriorating operating environment adversely
    affecting asset quality leading to higher impairment charges,
    significant net interest margin erosion or property price
    declines leading to an inability to realise sufficient
    collateral values.

MIDCO1 - SENIOR PIK TOGGLE NOTES

The senior PIK toggle notes' rating is sensitive to changes in
Together's IDR, from which it is notched, as well as to Fitch's
assumptions regarding recoveries in a default. Lower asset
encumbrance by senior secured creditors could lead to higher
recovery assumptions and therefore narrower notching from
Together's IDR. The notes would be sensitive to wider notching if
they are further structurally subordinated by the introduction of
more senior notes at Midco1 with similar recovery assumptions.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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



===============
X X X X X X X X
===============

[*] BOOK REVIEW: Mentor X
-------------------------
The Life-Changing Power of Extraordinary Mentors
Author: Stephanie Wickouski
Publisher: Beard Books
Hard cover: 156 pages
ISBN: 978-1-58798-700-7
List Price: $24.75

Order this Book: https://is.gd/EIPwnq

Long-time bankruptcy lawyer Stephanie Wickouski at Bryan Cave
impressively tackles a soft problem of modern professionals in an
era of hard data and scientific intervention in her third published
book entitled Mentor X. In an age where employee productivity is
measured by artificial intelligence and resumes are prescreened by
computers, Stephanie Wickouski adds spirit and humanity to the
professional journey.

The title is disarmingly deceptive and book browsers could be
excused for assuming this work is just another in a long line of
homogeneous efforts on mentorship. Don't be fooled; Mentor X is
practical, articulate and lively. Most refreshingly, the book
acknowledges the most important element of human development: our
intuition.

Mrs. Wickouski starts by describing what a mentor is and
distinguishes that role from a teacher, coach, role model, buddy or
boss. Younger professionals may be skeptical of the need for a
mentor, but Mrs. Wickouski deftly disabuses that notion by relating
how a mentor may do nothing less than change the course of a
protege's life. Newbies to this genre need little convincing
afterwards.

One of the book's worthiest contributions is a definition of mentor
that will surprise most readers. Mentors are not teachers, the
latter of which impart practical knowledge. Instead, according to
Mrs. Wickouski, her mentors "showed me secrets that I could learn
nowhere else. They showed me how doors are opened. They showed me
how to be an agent of change and advance innovative and
controversial ideas." What ambitious professional doesn't want more
of that in their life?

The practicality of the book continues as Mrs. Wickouski outlines
the qualities to look for in a mentor and classifies the various
types of mentors, including bold mentors, charismatic mentors, cold
and distant mentors, dissolute mentors, personally bonded mentors,
younger mentors, and unexpected mentors. Mentor X includes charts
and workbooks which aid the reader in getting the most out of a
mentor relationship. In a later chapter, Mrs. Wickouski provides an
enormously helpful suggestion about adopting a mentor: keep an open
mind. Often, mentors will come in packages that differ from our
expectations. They may be outside of our profession, younger, less
educated, etc . . . but the world works in mysterious ways and Mrs.
Wickouski encourages readers to think about mentors broadly.  In
this modern era of heightened workplace ethics, Mrs. Wickouski
articulates the dark side of mentors. She warns about "dementors"
and "tormentors" -- false mentors providing dubious and sometimes
self-destructive advice, and those who abuse a mentor relationship
to further self-interested, malign ends, respectively. She
describes other mentor dysfunctions, namely boundary-crossing,
rivalry, corruption, and a few others. When a mentor manifests such
behaviors, Mrs. Wickouski counsels it's time to end the
relationship.

Mrs. Wickouski tells readers how to discern when the mentor
relationship is changing and when it is effectively over. Those
changes can be precipitated by romantic boundaries crossed,
emergence of rivalrous sentiment, or encouragement of unethical
behavior or corruption. Mrs. Wickouski aptly notes that once
insidious energies emerge, the mentorship is effectively over. At
this point, certain readers may say to themselves, "Okay, I've got
it. Now I can move on." Or, "My workplace has a formal mentorship
program. I don't need this book anymore." Or even, "Can't modern
technology handle my mentor needs, a Tinder of mentorship, so to
speak?"

Mrs. Wickouski refutes that notion. She analyzes how many mentoring
programs miss the mark. In one of the best passages in the book,
Mrs. Wickouski writes, "Assigning or brokering mentors negates the
most critical components of a true mentor–protege relationship:
the individual process of self-awareness which leads a person to
recognize another individual who will give the advice singularly
needed. That very process is undermined by having a mentor assigned
or by going to a mentoring party." She does not just criticize; she
offers a solution with three valuable tips for choosing the right
mentor and five qualities to ascertain a true mentor in the
unlimited sea of possibilities.

Next, Mrs. Wickouski distinguishes between good advice and bad
advice. She punctuates that discussion with many relevant and
relatable examples that are easy to read and colorfully enjoyable.
This section includes interviews with proteges who have had
successful mentorships. The punchline: in the best mentorships, the
parties harmoniously share personal beliefs and values. Also
important, the protege draws inspiration and motivation from the
mentor. The book winds down as usefully as it started: Mrs.
Wickouski interviews proteges, asking them what they would have
done differently with their mentors if they could turn back the
clock. A common thread seems to be that the proteges would have
gone deeper with their mentors -- they would have asked more
questions, spent more time, delved into their mentors' thinking in
greater depth.

The book wraps up lightly by sharing useful and practical
suggestions for maintenance of the mentor relationship. She answers
questions such as, "Do I invite my mentor to my wedding?" and "Who
pays for lunch?"

Mentor X is an enjoyable read and a useful book for any
professional in any industry at, frankly, any point in time.
Advanced individuals will learn much from the other side, i.e., how
to be more effective mentors. Mrs. Wickouski does a wonderful job
of encouraging use of that all knowing aspect of human existence
which never fails us: proper use of our intuition.

                         About The Author

Stephanie Wickouski is widely regarded as an innovator and
strategic advisor. A nationally recognized lawyer, she has been
named as one of the 12 Outstanding Restructuring Lawyers in the US
by Turnarounds & Workouts and as one of US News' Best Lawyers in
America. She is the author of two other books: Indenture Trustee
Bankruptcy Powers & Duties, an essential guide to the legal role of
the bond trustee, and Bankruptcy Crimes, an authoritative resource
on bankruptcy fraud. She also writes the Corporate Restructuring
blog.



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

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

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

This material is copyrighted and any commercial use, resale or
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