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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 22, 2021, Vol. 22, No. 206

                           Headlines



F R A N C E

BURGER KING FRANCE: Moody's Alters Outlook on B3 CFR to Stable
BURGER KING FRANCE: S&P Alters Outlook to Stable & Affirms 'B-' ICR


G E R M A N Y

SMILING GREEN: Files for Insolvency in Hamburg Court
TUI AG: Moody's Hikes CFR to B3, Outlook Remains Stable
TUI CRUISES: Fitch Affirms 'B-' LongTerm IDR, Outlook Positive
TUI CRUISES: Moody's Affirms B3 CFR, Outlook Remains Stable
ZEPHYR GERMAN: Moody's Alters Outlook on B1 CFR to Negative

ZIEGLER: To Halt Operations Amid Soaring Gas Prices


I R E L A N D

AER ARANN: Must Pay EUR3.2MM+ Over Unlawful State Aid
AQUEDUCT EUROPEAN 4-2019: Moody's Affirms B2 Rating on Cl. F Notes
AQUEDUCT EUROPEAN 5-2020: Fitch Gives Final B- Rating on F-R Notes
ARBOUR CLO VIII: Moody's Assigns B3 Rating to EUR12MM F-R Notes
BLACKROCK EUROPEAN X: Moody's Gives (P)B3 Rating to Cl. F-R Notes

BLACKROCK EUROPEAN X: S&P Assigns Prelim 'B-' Rating on F-R Notes
GLEN SECURITIES: S&P Assigns BB Rating on Class C Notes
HARVEST CLO XIV: Fitch Raises Class F Notes Rating to 'BB'
INNER CITY: High Court Appoints Provisional Liquidator
RATHLIN RESIDENTIAL 2021-1: Moody's Gives (P)B3 Rating to C Notes



I T A L Y

BRISCA SECURITISATION: Moody's Cuts Rating on Cl. B Notes to Caa1
ICCREA GROUP: S&P Alters Outlook to Stable & Affirms 'BB/B' ICRs
PAGANINI BIDCO: S&P Assigns Prelim. 'B' LongTerm ICR, Outlook Pos.
SUNRISE SPV 93: Fitch Gives Final BB Rating to Class E Notes
VOLKSBANK: S&P Alters Outlook to Stable & Affirms 'BB+/B' ICRs



L U X E M B O U R G

GARFUNKELUX HOLDCO 2: Moody's Alters Outlook on B2 CFR to Positive


N E T H E R L A N D S

STAMINA BIDCO: Moody's Assigns 'B2' CFR Amid Planned Refinancing
SYNTHON: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable


P O L A N D

GETIN NOBLE: Fitch Lowers Viability Rating to 'cc', Off Watch Neg.


R U S S I A

RUSSIAN AGRICULTURAL: Moody's Affirms Ba1 LongTerm Deposit Rating
TINKOFF BANK: Moody's Raises LongTerm Deposit Ratings to Ba2


U N I T E D   K I N G D O M

BELLIS FINCO: Moody's Cuts CFR to Ba3 & Rates GBP500MM Notes Ba3
HIDER FOODS: Bought Out of Administration by New Company
MOUNT GROUP: COVID-19, Brexit Prompt Administration
NMCN: BDO Faces FRC Investigation Over Audit
ORBIT PRIVATE: Moody's Assigns First Time B2 Corp. Family Rating

ORBIT PRIVATE: S&P Assigns Prelim 'B' ICR, Outlook Stable
RAC BOND: S&P Assigns Prelim B+ Rating on Class B2-Dfrd Notes
TAURUS UK 2021-5: Moody's Assigns (P)B3 Rating to GBP41.7MM F Notes
TAURUS UK 2021-5: S&P Assigns Prelim B- Rating on Class F Notes
TRITON UK: Moody's Upgrades CFR to B3 & First Lien Loans to B2



X X X X X X X X

[*] BOOK REVIEW: Hospitals, Health and People

                           - - - - -


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F R A N C E
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BURGER KING FRANCE: Moody's Alters Outlook on B3 CFR to Stable
--------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and the B3-PD probability of default rating of Burger King
France SAS (BK France or the company). Concurrently, Moody's has
assigned B3 ratings to the proposed senior secured fixed-rate notes
due 2026 and senior secured floating-rate notes due 2026 to be
issued by BK France. The B3 ratings of the existing EUR310 million
backed senior secured floating-rate notes due 2023 and EUR315
million backed senior secured fixed-rate notes due 2024 issued by
BK France remain unchanged and will be withdrawn following the
repayment of these notes. The outlook on all ratings has been
changed to stable from positive.

"The change of outlook on BK France's ratings to stable from
positive reflects the company's aggressive approach to refinancing
of its capital structure, whereby a significant share of proceeds
from the Quick disposal will effectively be used to repay a
mezzanine loan, while debt reduction within the restricted group
will be limited," says Igor Kartavov, a Moody's lead analyst for BK
France.

"Despite the company's ongoing recovery from the coronavirus
pandemic and prospects for further earnings growth driven by
network expansion, its deleveraging will take more time than we
previously expected, with leverage reaching our guidance for an
upgrade only in 2023," adds Mr. Kartavov.

RATINGS RATIONALE

The rating action follows BK France's proposed refinancing of its
capital structure and the completion of disposal of its Quick
business for approximately EUR240 million. As part of the
refinancing, BK France will (1) issue EUR620 million senior secured
notes due in 2026 and repay the existing EUR625 million senior
secured notes due in 2023-24; (2) repay the EUR80 million
state-guaranteed (PGE) loan and the EUR20 million outstanding under
its EUR60 million revolving credit facility (RCF) due in 2022; (3)
merge with NewCo GB SAS, an entity outside of the restricted group,
which will repay its existing EUR234 million PIK notes due in 2022;
and (4) arrange a new EUR80 million RCF due in 2026, expected to be
undrawn at closing. Concurrently, Midco GB SAS, an entity outside
of the restricted group, will issue EUR235 million PIYC notes due
in 2027, using the proceeds primarily to repay its EUR174.4 million
mezzanine loan and to inject EUR40 million into NewCo GB SAS in the
form of preferred equity.

The proposed refinancing extends the company's debt maturity
profile, with most significant maturities moving to 2026-27 from
2022-24. The company will use most of the proceeds from the
disposal of its Quick business to repay the mezzanine instrument,
rather than to de-lever the restricted group. Owing to the
repayment of the PGE loan and amounts outstanding under the RCF,
the company's capital structure in the restricted group perimeter
will be similar to the one it had before the beginning of the
coronavirus pandemic. However, BK France will also lose around
EUR35 million of EBITDA contribution from its Quick business,
implying that its leverage will remain higher than the pre-pandemic
level. Moody's expects that BK France's leverage, measured as
Moody's-adjusted gross debt/EBITDA, will be around 7.5x in 2021,
pro forma for the new capital structure and the disposal of Quick,
declining to 7.0x in 2022 and 6.5x in 2023.

BK France's CFR continues to be supported by (1) the long
international track record and global awareness of the Burger King
brand, for which the company owns exclusive rights in France; (2)
its attractive portfolio of restaurants, with good locations and
lease terms, and the additional sales upside offered by the new
restaurant openings; (3) its consistent execution of the restaurant
openings and conversions strategy, which has resulted in earnings
growth and reduction in leverage; (4) the resilience of its
business to the coronavirus pandemic owing to multi-channel sales,
good cost management and state support measures, and proven ability
to recover quickly after the pandemic is brought under control; and
(5) good liquidity following the refinancing, with a long-term debt
maturity profile and expected positive, albeit limited, free cash
flow.

The CFR, however, is constrained by (1) the company's currently
high leverage, with expected Moody's-adjusted gross debt/EBITDA of
7.5x in 2021, pro forma for the new capital structure and the
disposal of Quick; (2) the execution risk associated with future
restaurant openings in the context of a highly competitive
environment, particularly given that the company previously focused
on conversions rather than greenfield openings; (3) a history of
inconsistent like-for-like growth of the French quick service
restaurant market, which limits visibility on the company's
like-for-like performance; and (4) financial policy considerations,
including the use of proceeds from the Quick disposal mostly to
repay subordinated debt outside of the restricted group and the
existence of a PIYC instrument outside of the restricted group,
which will be effectively serviced from the company's cash flows.

LIQUIDITY

Moody's expects that BK France will have good liquidity following
the completion of its refinancing, supported by an estimated
post-closing cash balance of over EUR60 million and access to an
EUR80 million RCF due in 2026, expected to be undrawn at closing.
The company's ability to draw on the RCF is subject to a springing
covenant of senior secured net leverage not exceeding 10.0x (with
step-downs), tested when the facility is more than 40% drawn. The
rating agency expects BK France to maintain ample headroom against
the covenant threshold.

In addition, Moody's expects BK France to generate positive free
cash flow of around EUR30 million per year from 2022 onwards.
Despite the anticipated increase in the pace of new openings, the
company's capital spending will remain at a relatively moderate
level of EUR35 million - EUR40 million per year (excluding lease
payments), because a significant share of new openings will be
executed under the asset-light model and will not require
significant investments by the company. Moody's notes that this
free cash flow calculation does not account for the potential
redemption of preferred shares that the company might undertake to
service the interest on PIYC notes outside of the restricted
group.

The refinancing of the company's existing debt facilities will
improve its debt maturity profile, pushing most of BK France's
maturities to 2026-27 from 2022-24.

STRUCTURAL CONSIDERATIONS

The B3 ratings assigned to the proposed senior secured
floating-rate notes due 2026 and the proposed senior secured
fixed-rate notes due 2026 to be issued by BK France are in line
with the CFR, reflecting the fact that these two instruments will
rank pari passu and will represent most of the company's financial
debt 8following the completion of the refinancing. However, the
notes are subordinated to the EUR80 million super senior RCF due
2026. The senior secured notes and the super senior RCF share the
same security package and guarantees, with the RCF benefitting from
priority claim on enforcement proceeds. The security package
comprises pledges over the shares of BK France and its guarantor
subsidiaries, bank accounts and intragroup receivables.

The B3-PD probability of default rating assigned to BK France
reflects Moody's assumption of a 50% family recovery rate, given
the limited set of financial covenants comprising only a springing
covenant on the RCF, tested when its utilisation is above 40%.

As part of the refinancing, Midco GB SAS, an entity which will hold
the majority stake in BK France following the completion of the
transaction and is outside of the restricted group, will issue
EUR235 million PIYC notes. Although these notes are not guaranteed
by BK France or its subsidiaries, the interest on these notes may
be serviced via dividends or redemption of preferred stock by BK
France, subject to a cash test. The existence of this instrument is
a drag on the rating of BK France, in Moody's view.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that BK France's
Moody's-adjusted gross debt/EBITDA will gradually decrease in the
next 12-18 months as its sales and earnings continue to recover
from the coronavirus pandemic and as the company proceeds with new
restaurant openings but will remain above 6.5x until 2023. The
stable outlook also factors in Moody's expectation that the company
will generate positive, albeit limited, free cash flow starting
from 2022.

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

Moody's could consider an upgrade of the company's ratings if its
credit metrics improve on the back of the recovery from the
coronavirus pandemic and network growth, with Moody's-adjusted
gross debt/EBITDA decreasing below 6.5x and Moody's-adjusted
EBIT/interest expense rising above 1.5x on a sustainable basis.

Downward pressure on the ratings could arise if the company's
Moody's-adjusted gross debt/EBITDA does not recover to less than
7.5x in the next 12-18 months. The ratings would also come under
immediate negative pressure if the company's liquidity deteriorates
beyond Moody's current expectations.

LIST OF AFFECTED RATINGS

Issuer: Burger King France SAS

Affirmations:

Probability of Default Rating, Affirmed B3-PD

LT Corporate Family Rating, Affirmed B3

Assignments:

BACKED Senior Secured Regular Bond/Debenture, Assigned B3

Outlook Action:

Outlook, Changed To Stable From Positive

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Restaurants
published in August 2021.

COMPANY PROFILE

Headquartered in Paris, Burger King France SAS is the
second-largest fast-food restaurant chain in France with a network
of 518 restaurants as of June 30, 2021, including 399 restaurants
under the Burger King brand and 119 restaurants under the Quick
brand, with most of the latter divested in October 2021. For 2020,
the company reported systemwide sales of EUR1,082 million (2019:
EUR1,361 million), revenue of EUR419 million (2019: EUR588 million)
and EBITDA of EUR135 million (2019: EUR197 million), including
operations presented as discontinued. The company is owned by
Groupe Bertrand, one of the leading restaurant and hotel operators
in France, with a stake of 54.6%, funds advised by private equity
firm Bridgepoint (36.3%), Restaurant Brands International (8.5%)
and the management.


BURGER KING FRANCE: S&P Alters Outlook to Stable & Affirms 'B-' ICR
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on Burger King France to
stable from negative and affirmed its 'B-' rating on the company.

The stable outlook reflects S&P's expectation that Burger King
France will be able to increase its EBIDTA significantly by
executing its expansion program, progressively reducing S&P Global
Ratings' adjusted leverage toward 9.0x over the next 12 months and
generating minimal but positive FOCF after lease payments in 2022.

Refinancing the SSN, FRN, the PIK notes, and the mezzanine debt
will extend the group's maturity profile.

On Oct. 18, 2021, Burger King France launched the refinancing of
its entire capital structure, which is currently composed of:

-- EUR310 million of SSN due 2023, EUR315 million of FRN due 2024,
a EUR80 million state-backed loan (pret garanti par l'etat) due in
2022, and EUR20 million drawn on the revolving credit facility
(RCF) at the Burger King France level

-- The EUR234 million PIK notes at NewCo level due 2022, which
will merge with Burger King France post transaction; and

-- EUR174 million of mezzanine debt at BFK Midco.

The group is planning to issue:

-- EUR620 million of a mix of SSN and FRN maturing in 2026; and

-- EUR235 million of PIK debt at BFK Midco maturing 2027.

This will be coupled with the EUR240 million of proceeds from the
Quick disposal and about EUR95 million of cash on balance sheet.
The transaction will reduce the group's leverage--both gross debt
and our adjusted figure (S&P doesn't net cash in its adjustments).
S&P views the refinancing as a positive credit factor, particularly
because it removes the near-term maturity risk of the 2022 PIK
notes.

Although operating performance is expected to be robust, leverage
metrics remain very elevated, leaving no headroom for
underperformance over the next two years. S&P said, "Post
transaction, our adjusted leverage will reach about 10x. This
leverage metric takes into account the SSN and FRN together with
the PIK notes at Midco level and our adjustment on lease
liabilities. The group's gross financial leverage (excluding the
effect of IFRS16) is equally very elevated, above 9x. We consider
this capital structure to be aggressive and it could prove
unsustainable if the company deviates from our base case. While we
believe the group's business model has proven relatively resilient
during the crisis and has a fairly predictable and growing earnings
pattern absent any largescale crisis, we note FOCF after lease
payment will remain minimal compared with the company´s
indebtedness, notably due to a very material cash interest burden
of the group's financial debt in the range of EUR50 million-EUR60
million annually including interest on leases." Equally, the
group's EBITDAR coverage ratio is relatively tight at 1.5x on
average over the next three years. That said, the group benefits
from an EUR80 million RCF with a springing covenant at 40%
utilization, coupled with a comfortable cash position post
transaction at EUR60 million, which gives it some buffer to face
headwinds, bearing in mind the business has limited working capital
seasonality.

The group contained the drop in earnings with limited cash burn
during the pandemic, while current trading is robust, with record
sales over the second quarter of 2021. During the first national
lockdown (March 17, 2020-May 11, 2020) all restaurants were
temporarily closed. During the second national lockdown (Oct. 30,
2020-Dec. 15, 2020) and during the national curfews, only the home
delivery channel could operate past certain hours. However, the
company recorded strong rebounds in activity after every major
disturbance in activity and Burger King France has developed a
multi-channel model to face any further restrictions. It launched
on Uber Eats from the end of April 2020, on Just Eat from mid-July
2020, and launched various click and collect options for customers
(walk-in, drive, pick-up parking). Sales were particularly affected
during quarters in which lockdowns/curfews were in effect (Q2 2020
and Q4 2020) while Q3 2020 returned to the prepandemic level.
Overall, for 2020, sales were down 25.7% with an EBITDA generation
of EUR92 million versus EUR142 million in 2019 and a margin of
25.2% versus about 30% in 2019. The drop in EBITDA margin was
contained by a tight cost management, coupled with the extensive
use of the short-term work scheme and renegotiations of rents with
landlords. Given the resilient margins together with capital
expenditure (capex) reduction and working capital management, the
group contained cash burn at about EUR30 million for the year. The
group's current trading is also confirming a strong pick-up in
sales with first-half 2021 numbers meaningfully higher than
first-half 2020. Sales reached EUR335 million, increasing by more
than 100% compared with 2020 (EUR147 million) and the margin rose
to 31% from 20% in 2020.

Burger King France finalized the disposal of Quick, putting an end
to a period of sizable investments.In August 2021, Burger King
France announced the disposal of Quick Network and Quick Brand for
EUR240 million. The proceeds will be used as a source for the
current refinancing. The disposal will also put an end to the
intensive capex program Burger King France had been running since
it acquired the network, which burdened FOCF due to the conversion
of Quick Stores to Burger King stores. In S&P's view, this marks a
step in the group's business strategy, which will now rely on
expansion primarily through franchisees, with limited growth of
directly operates stores.

The development through franchisees should enable the group to
improve its margin and FOCF and reduce downside risk on its margin.
On the back of the solid recovery in first-half 2021 and the
relatively underpenetrated market in France for chain restaurants,
leading to sizable growth opportunities, S&P deems that the group's
growth program, while ambitious, is within reach. Following the
disposal of the Quick network, Burger King will now focus on
greenfield openings and is aiming to open about 150 restaurants
within the next three years, mainly through franchisees. This will
translate into a less-capex-intensive business model, where the
group's key role will be now to select the right franchisee and the
right locations. Under this model of development, the group's
margin and FOCF should increase. S&P expects systemwide sales to
reach EUR1,541 million by 2023, translating into EUR577 million of
revenue for Burger King France, driven by an increasing revenue
stream from franchisees and enhanced by the sales indexation of
franchisee rental contracts toward Burger King France.
Additionally, the group will increase its other revenue base, due
to its construction business aiming at building Burger King
restaurants on behalf of some landlords, selling, and then leasing
to the entire building from the landlords before subleasing them to
the franchisee. S&P expects that about half of greenfield openings
will be under these terms, considerably decreasing the company's
capex. As network growth will primarily stream from franchisees, we
expect margins to increase quickly to about 33%-35% in 2023 from
26.7% in 2020. The increase also takes into account necessary
ramping up periods for new openings which do not have a direct
impact on Group revenue and EBITDA in the first six months of
opening. Margins are also negatively affected by the planned end of
preference royalty policy of Restaurant Brands International, put
in place to foster the growth of the business in the early years of
the conversion plan. The rate will therefore be set a 4.5% for the
rest of the contract. Considering lower capex due to the
capex-light program of greenfield opening and the increase of
EBITDA, S&P expects the group to generate positive FOCF after lease
payment starting 2022, with minimal generation in 2022 and about
EUR20 million-EUR25 million in 2023.

S&P said, "The stable outlook reflects our expectation that Burger
King France will be able to increase its EBIDTA significantly
through its expansion program, mainly via franchisees, while
maintaining adequate liquidity and progressively reducing S&P
Global Ratings' adjusted leverage toward 9.0x over the next 12
months. We anticipate that Burger King France will be able to
achieve at least EUR130 million EBITDA in 2021 and EUR150 million
in 2022. We also forecast minimal but positive FOCF after lease
payments in 2022 in light of the sizable capex reduction following
the termination of the restaurant conversion program."

Considering the high debt level, S&P could lower the ratings if the
group experienced any meaningful setbacks or difficulties in its
restaurant expansion program, translating into:

-- EBITDA underperforming S&P's base case of EUR130 million in
2021 and EUR150 million in 2022, after deducting cash-based
nonrecurring costs.

-- Adjusted debt to EBITDA remaining above 10x in 2022 or EBITDAR
cash interest coverage weakening toward 1.2x.

-- Negative FOCF after lease payment in 2022, which could happen
because of higher-than-expected capex or overall lower
profitability.

-- This would likely lead S&P to view Burger King France's capital
structure as unsustainable in the long term.

Due to high leverage and execution risk in the expansion plan,
exacerbated by pandemic uncertainties, S&P views a positive rating
action as unlikely in the next 12 months. Nevertheless, S&P could
consider raising the ratings if :

-- The group materially improved profitability and FOCF,

-- S&P perceived that its financial policy had become
conservative, resulting in adjusted debt to EBITDA falling toward
6.0x, on a sustainable basis.




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

SMILING GREEN: Files for Insolvency in Hamburg Court
----------------------------------------------------
Vera Eckert at Reuters reports that small Hamburg operator Smiling
Green Energy filed for insolvency at the city state's courts.

The company appointed law firm Brinkmann & Partner as insolvency
administrator, Reuters relates.

Suppliers across Europe are struggling with soaring power and gas
prices due to factors ranging from insatiable energy demand in Asia
to Europe's carbon policy and a period of lighter winds, Reuters
discloses.

Power prices for typical German households have risen by 9.3% in
the last 12 months to a record high in October of EUR1,255
(US$1,460.69) per year, Reuters states.

Fallout in Germany has been limited to just a handful of companies
so far, of which some just stopped certain contracts to keep other
parts of their business alive, Reuters notes.


TUI AG: Moody's Hikes CFR to B3, Outlook Remains Stable
-------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of the German tourism company TUI AG to B3 from Caa1 and the
probability of default rating to B3-PD from Caa1-PD. The outlook
remains stable.

"Our decision to upgrade TUI's rating reflects both the improving
market outlook for leisure travel as the majority of Europeans are
already vaccinated as well as the progress the company has achieved
in safeguarding liquidity, strengthening the balance sheet with
additional equity and raising funds that will allow it to start
paying back support packages TUI has received during the Covid
crisis," says Vitali Morgovski, a Moody's Assistant Vice
President-Analyst and lead analyst for TUI. "The upgrade is based
on the expectation that credit metrics and free cash flow
generation will be improved to levels in line with the requirements
for the B3 rating category over the next quarters, driven by the
anticipated normalization of operations", Mr. Morgovski continues.

RATINGS RATIONALE

The rating action also reflects the launch of a fully underwritten
rights issue, which results in EUR1.1 billion cash proceeds.

Earlier this year, TUI has disposed its stake in a real estate
portfolio of RIU hotels that resulted in a cash inflow of EUR541
million (additional EUR130 million earn-out are subject to 2022/23
performance) and issued EUR590 million of convertible bonds. These
measures together with the maturity extension of TUI's EUR4.6
billion and EUR0.2 billion revolving credit facilities (RCF) to
July 2024 paired with continued covenant holiday until September
2022 has significantly improved TUI's liquidity position, reducing
the risk of any financial distress in the next 12-18 months.

During the pandemic TUI has accumulated a large amount of
additional debt mainly in the form of approximately EUR3 billion
new RCF tranches from the German state-owned bank Kreditanstalt
fuer Wiederaufbau (KfW), EUR1.1 billion of silent participations
and EUR150 million bond with warrant from the German Economic
Stabilisation Fund (WSF) that Moody's views as debt as well as
EUR590 million of convertible bonds placed on the market in 2021.

On the other side, the company has sold assets and raised equity
capital via two rights issues. Its total available liquidity at the
beginning of October 2021 and excluding proceeds from the capital
increase was already EUR3.4 billion, which is more than sufficient
to cover the seasonal working capital consumption during the first
fiscal quarter of 2022. While TUI has typically required EUR1.5 --
EUR2 billion in Q1 before the pandemic, Moody's expects around EUR1
- 1.2 billion cash outflow in Q1 FY22 given the subdued business
volume in Summer 2021. TUI reported that its bookings in
July-October 2021 were 51% below the same period 2019.

Moody's believes that TUI will start implementing excess cash for
debt reduction, but will also strive to maintain possibly high
liquidity headroom as the market environment remains uncertain.
Especially for the Winter 2021/22 the ongoing pandemic with varying
travel restrictions foremost in long-haul destinations and limited
visibility into summer 2022 at the current stage makes a full
recovery in 2022 unlikely.

The company stressed that it will use proceeds from the ongoing
equity increase to reduce its drawings under the RCF. Especially
the utilization of KfW tranches, of which EUR375 million were drawn
as of early October 2021, will be reduced to zero. Over the
mid-term KfW tranches will be canceled, requiring a higher
diversification of funding sources going forward.

Moody's expects the group's earnings to remain depressed compared
to pre-pandemic level, but to become positive in 2022. Furthermore,
the rating agency anticipates that TUI's cash flow generation
(Moody's adjusted, excluding proceeds from assets disposals) will
improve to at least a break-even level in the next fiscal year.
Moody's thinks that leverage (Moody's adjusted gross debt/ EBITDA)
will be elevated in 2022, though will likely decline towards 6x in
2023 in case business volume recovers close to pre-pandemic level.
Medium term positive rating pressure requires further sustained
improvements in operating profitability and credit metrics.

Besides the Covid-related challenges, TUI's business model
continues to be challenged by a rising degree of digitalization and
dynamic packaging solutions by the pure online competitors. Moody's
notes TUI's ongoing measures to adapt its business model to these
structural challenges by accelerating its own digital initiatives
and increasing the share of online distribution.

RATIONALE FOR THE STABLE OUTLOOK

The stable rating outlook reflects TUI's improved liquidity profile
supported by asset disposals, equity capital increases and the RCF
maturity extensions. The rating outlook is also based on the
assumption of improving market environment for leisure travel on
the back of easing travel restrictions.

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

WHAT COULD CHANGE THE RATINGS - UP

Positive rating pressure could arise if:

Moody's adjusted gross debt/ EBITDA declines sustainably below
5x;

Moody's adjusted EBITA/ Interest improves towards 2x;

Sustainably positive free cash flow generation.

WHAT COULD CHANGE THE RATINGS - DOWN

Negative rating pressure could arise if:

Moody's adjusted gross debt/ EBITDA remains sustainably above 6x;

Moody's adjusted EBITA/ Interest remains sustainably below 1x;

Negative free cash flow leading to a deterioration in liquidity
profile.

LIQUIDITY

Moody's views TUI's liquidity as adequate. At the beginning of
October 2021, the group had around EUR0.7 billion of unrestricted
cash on the balance sheet at the HoldCo level complemented by
around EUR2.7 billion availability under the EUR4.8 billion RCFs,
which maturities have been extended to July 2024. Moreover, the
company has received a further covenant holiday on the RCF for
September 2021 and March 2022 testing and more relaxed covenants
for September 2022 and March 2023 with net leverage 2.25x. The
covenants will tighten to 3x and 2.5x on net leverage and interest
cover, respectively.

The EUR1.1 billion rights issue in October 2021 will further
enhance the group's liquidity. However, Moody's understands that a
half of the proceeds will reduce the RCF commitments provided by
the KfW and in the mid-term these tranches will be canceled.
Nevertheless, in absence of additional funding sources, of which
50% would reduce KfW's RCF commitments from next year onwards, TUI
continues having access to KfW credit lines until July 2024.

ESG CONSIDERATIONS

Moody's takes into account the impact of ESG factors when assessing
companies' credit quality. While environmental and social
considerations are not drivers of today's rating action, Moody's
views positively the company's governance policy that foresees
deleveraging towards 3x (company's defined gross leverage that
includes pensions and leases). In order to achieve this target, the
company has sold assets and raised EUR1.6 billion in equity
capital. Also TUI's largest shareholder -- Unifirm Limited has
committed to exercise all its subscription rights in the ongoing
EUR1.1 billion rights issue in order to maintain its 32%
shareholding in the company. TUI is restricted from paying
dividends as long as KfW and WFS remain invested in the company or
its debt.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

TUI AG, headquartered in Hanover, Germany, is the world's largest
integrated tourism group. The group reported EUR18.9 billion and
EUR7.9 billion in revenues in fiscal years ended September 2019 and
2020 respectively. TUI is listed on the Frankfurt, Hanover and
London Stock Exchanges.


TUI CRUISES: Fitch Affirms 'B-' LongTerm IDR, Outlook Positive
--------------------------------------------------------------
Fitch Ratings has affirmed TUI Cruises GmbH's (TUI Cruises)
Long-Term Issuer Default Rating (IDR) at 'B-' with Positive Outlook
and senior unsecured notes due 2026 at 'CCC' with a Recovery Rating
of 'RR6'.

TUI Cruises' 'B-' rating is constrained by high leverage due to the
impact of the disruption to the cruise industry caused by
pandemic-related restrictions and also because of the company's
Hapag Lloyd Cruises (HLC) acquisition in 2020.

Successful execution of TUI Cruises' current ramp-up phase is
expected to result in an improvement in the financial profile in
2022 and 2023, which is reflected in the Positive Outlook. The
company's ramp-up phase during 2Q21 and 3Q21 was delayed by
continued Covid-19-linked restrictions, which led to
lower-than-expected occupancies and higher-than-expected leverage
in 2021 and 2022. The restrictions have been lifted now and
management expects strong resumption in winter and spring. Further
delays in operational normalisation and in the expected
deleveraging path may lead to the Outlook being revised to Stable.

TUI Cruises' planned tap issue of EUR224 million of senior
unsecured bonds due 2026 with the same terms as the EUR300million
bonds issued in May 2021 is broadly neutral for the company's
credit profile.

KEY RATING DRIVERS

Tap Neutral to Instrument Rating: TUI Cruises' planned issue of a
further EUR224 million with the same terms and fungibility with the
6.5% EUR300 million senior unsecured bonds maturing in 2026 does
not affect the 'CCC' rating on the bonds. The bond rating is based
on Fitch's recovery analysis on a going-concern (GC) basis. The
presence of significant prior-ranking debt to the tapped EUR524
million bonds results in 0% recovery for the bonds and,
consequently, the 'RR6' Recovery Rating.

Strong Business Profile: In addition to its strong market position
with an estimated 35% market share, a concentrated customer base
enables the company to better customise its product offering to
customer tastes, resulting in high repeat bookings at 60%-70% of
total customers in 2020. This firmly allows TUI Cruises to maintain
its current market position while growing the business through the
planned addition of new ships from 2024 onwards. The German market
is the largest and one of the fastest-growing markets in Europe.

High Profitability: TUI Cruises' premium product offering results
in industry-leading profitability, with an EBITDA margin of close
to 40% in 2019. The company also benefits from the marketing
platform of TUI AG (its 50% owner) as well as the technical
expertise of Royal Caribbean (the other 50% owner) for ship
operations and new-build activity. The company's fleet is among the
youngest in the industry with an average age of less than 10 years,
resulting in both lower maintenance capex and fuel consumption.

Well-Managed Cost Base: TUI Cruises was able to reduce operating
costs by 60% through minimised labour costs, furloughs and layoffs
during the pandemic. It was the first mass-market cruise to return
to service in July 2020 after receiving approvals from German and
Greek port authorities under the EU Healthy GateWays policy. The
company was able to operate about 30% of its ships for most of
2H20, albeit at lower occupancies. Its ramp-up accelerated in May
2021 and most ships were back in operation by August 2021.

Delayed Recovery Affects Deleveraging: Ship occupancy levels have
been below Fitch's expectations, driven by delayed lifting of
restrictions in some European destinations. Fitch estimates TUI
Cruises' level of operations during most of 2H20 and 1H21 resulted
in, on average, about EUR25 million per month of cash burn, after
including interest, capex and debt amortisation. This only broke
even in 3Q21 and TUI Cruises expects over 70% bookings for its 4Q21
operations. A further delay in recovery of occupancy levels will
weigh on free cash flow (FCF) generation and reduce the company's
available liquidity buffer, resulting in a delay to the expected
improvement in the financial profile. This could lead to the
Outlook being revised to Stable.

Financial Profile to Improve: Fitch expects funds from operations
(FFO) to remain negative in 2021, leading to unsustainable leverage
metrics. With the ramp-up of operations from August 2021 and
accelerating in 2022, Fitch expects FFO adjusted gross leverage to
improve to 8.2x by end-2022, a level still not in line with the
rating (2019: 3.6x) but to decrease to 5.5x by end-2023. Fitch
expects this metric to increase to about 6.0x in 2024, due to
planned new-build capex. Fitch forecasts FFO fixed charge coverage
to remain strong for the rating from 2022 at over 3.5x.

Standalone Issuer Rating: TUI Cruises is rated on a standalone
basis despite its ownership by TUI AG and Royal Caribbean. Both
shareholders account TUI Cruises as a joint venture in their
balance sheets and there are no relevant contingent liabilities or
cross guarantees between the owners and TUI Cruises. TUI Cruises
manages its funding and liquidity independently. It has operational
related-party transactions with the owners, primarily in marketing
and technical operations, but these are conducted on an arms-length
basis.

DERIVATION SUMMARY

All major cruise operators such as Royal Caribbean, Carnival or NCL
Corporation (Norwegian) faced severe operating and liquidity
pressures during 2020 and 1H21. In the case of TUI Cruises, revenue
declined by a lower extent than main operators (75% vs. 80%) and
costs were more flexible with a higher absorption capability (70%).
Capex was also significantly lower for TUI Cruises;

TUI Cruises exhibits a weaker market position than industry leaders
that have a significantly larger fleet capacity and higher EBITDAR.
However, TUI Cruises benefits from recognised brand awareness and
diversification into the luxury segment, where competition is less
intense. Pre-pandemic, TUI Cruises operated with higher margins
(pro-forma for HLC acquisition in 2019: 36%) than those of Royal
Caribbean or Carnival, as a result of a younger and more efficient
fleet. Margins are also stronger than that of asset-heavy operators
such as NH Hotel Group SA (B-/Negative) or Whitbread PLC
(BBB-/Stable). TUI Cruises is well-positioned to continue its
resumption of operations, as it has been pioneering test-bubble
cruises contrary to peers still in drydock, supporting the Positive
Outlook.

KEY ASSUMPTIONS

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

-- Reviewed prices to 2024 based on realised bookings, with
    slightly lower-than-management's starting point and taking
    into account management's strategy of not increasing future
    prices;

-- 2021 sailing timelines in line with updated management plan
    but with occupancies under pressure for 2022 in the range of
    65%-70%, and normalising from 2023;

-- Cost of sales and other operating expenses higher than
    management to reflect ramp-up, integration with HLC or the
    absence of fuel hedges among other operational risks and
    stabilising around 33% of revenue from 2022;

-- Selling, general, and administrative expenses reflecting
    additional flexibility in 2021, but trending to around 9% of
    sales from 2022;

-- Restricted cash of EUR45 million, broadly in line with EUR41.8
    million in 2020;

-- Capex in line with planned deliveries at around EUR2,000
    million from 2021 to 2024;

-- Cash sweep as applicable based on the lenders' definition;

-- Successful issue of the planned EUR224 million tap issue.

Recovery Assumptions

The recovery analysis assumes that TUI Cruises would be reorganised
as a GC in bankruptcy rather than liquidated. Ships can be sold for
scrap but this typically does not occur until the tail end of its
useful life (30-40 years) and at a much greater discount relative
to initial construction cost. This is due to the inherent cash
flow-generating ability of ships, even older ones, which can be
moved into cheaper/less favourable locations as they age.

-- A 10% administrative claim.

-- The GC EBITDA estimate at EUR530 million, pro-forma for the
    HCL acquisition, reflects Fitch's view of a stressed but
    sustainable, post-reorganisation EBITDA upon which Fitch bases
    the enterprise valuation (EV).

-- An EV multiple of 6.0x EBITDA is applied to GC EBITDA to
    calculate a post-reorganisation EV.

-- The company's revolving credit facility (RCF), term loan I and
    KfW loan all fully drawn upon default.

-- The allocation of value in the liability waterfall results in
    recovery corresponding to 'RR6' for the senior unsecured notes
    with waterfall generated recovery computation at 0%.

RATING SENSITIVITIES

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

-- Visibility on the lifting of Covid-19 restrictions, with no
    mobility constraints leading to EBITDA margin above 30%;

-- Successful resumption of operations leading to FCF generation
    sustaining liquidity buffer;

-- FFO-adjusted gross leverage sustainably below 6.5x;

-- Improvement in recovery assumptions due to EBITDA growth or
    reduction in prior-ranking debt could lead to an upgrade of
    the senior unsecured bond rating.

Factor that could, individually or collectively, lead to a Stable
Outlook:

-- Delay in resumption of operations to pre-pandemic levels,
    leading to delay in deleveraging path, and FFO-adjusted gross
    leverage remaining above 6.5x beyond 2022.

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

-- FFO-adjusted gross leverage consistently above 7.5x;

-- Additional external liquidity requirement in the next 12
    months, potentially due to delay in the planned ramp-up of
    operations;

-- Deeper and longer Covid-19 disruption than currently modelled.

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

TUI Cruises' liquidity is adequate. Total liquidity at end-June
2021 was EUR525 million (after adjusting for EUR45 million of
restricted cash as defined by Fitch), including EUR145 million
undrawn and available credit facilities.

Fitch forecasts negative FCF of EUR300 million in 2021, in addition
to scheduled debt repayment of EUR48 million, against planned
EUR269 million drawdowns of available debt facilities.

The company received an EUR80 million equity injection in addition
to the EUR300 million bond issue in 1H21.The proposed EUR224
million tap is neutral to liquidity as its proceeds will be used to
repay the same amount under its second-lien Tristar loan.

ISSUER PROFILE

TUI Cruises is a mid-sized cruise ship business with two brands,
Mein Schiff and HLC, operating in the premium and luxury segments
of the market, respectively. Its customer base is primarily in
Germany.

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.


TUI CRUISES: Moody's Affirms B3 CFR, Outlook Remains Stable
-----------------------------------------------------------
Moody's Investors Service has affirmed TUI Cruises GmbH's Corporate
Family rating and Probability of Default rating at B3 and B3-PD
respectively. Concurrently, the agency has affirmed the Caa2
instrument rating to the EUR300 million senior unsecured notes
issued earlier this year including the EUR223.5 million fungible
add-on. The outlook remains stable.

RATINGS RATIONALE

The rating affirmation reflects both the fact that the proposed
add-on of EUR223.5 million to the senior unsecured notes will not
lead to an increase in TUI Cruises' overall indebtedness as the
proceeds from the issuance will be used to partially redeem a
EUR388 million senior secured term loan. The loss given default
rate on the senior unsecured notes will even slightly reduce as a
result of the proposed transaction as a portion of the senior
secured debt ranking ahead of the senior unsecured notes will be
redeemed.

The rating affirmation is also driven by the fact that TUI Cruises
has performed broadly in line with Moody's expectations since the
initial rating assignment earlier this year. TUI Cruises has been
able to significantly ramp up capacity over the summer months with
11 out of 12 vessels in operations during July, August and
September. The occupancy rate remained subdued due to remaining
restrictions in many ports although this does not come as a
surprise. Moody's note positively the very favorable yield
development with ticket prices getting back to pre-pandemic levels
during the summer months due to a lack of offered capacity. The
outlook for the winter season also remains in line with Moody's
previous expectations.

TUI Cruises' B3 CFR remains supported by (i) the group's strong
market position and brand recognition in the German speaking cruise
market, (ii) good long term growth prospects of the German cruise
market once the negative impact of the coronavirus pandemic will
have faded supported by positive demographic factors, a still low
penetration of cruise holidays in comparison to other more mature
markets and the exposure to an affluent customer base, (iii) TUI
Cruises' very profitable business model and best in class
profitability pre-pandemic coupled with a good operating cash flow
conversion, (iv) a young and attractive fleet with lower
maintenance costs and a higher energy efficiency than other rated
peers, (v) an adequate liquidity profile, (vi) an experienced
management team that has navigated the company successfully through
the pandemic so far, and (vii) the support offered by the two joint
venture partners Royal Caribbean Cruises Ltd. (B1 negative) and TUI
AG (B3 stable) as well as Moody's expectation that the two partners
will remain supportive going forward.

Conversely, TUI Cruises CFR is constrained by (i) the issuer's very
weak point-in time credit metrics as a result of high cash burn
rates and very depressed EBITDA generation since the onset of the
pandemic in 2020, albeit both have improved towards positive
territory over the past two months (ii) the remaining uncertainties
regarding the timing and pace of a recovery in cruise activities
over the next few years, and (iii) the smaller size and
diversification (both in terms of offered routes and sources of
customers) of TUI Cruises compared to larger US rated peers.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that TUI Cruises
will be able to continue ramping up cruise activities during the
winter season and beyond (especially on the occupancy rate that
will be critical to restore profitability) leading to a gradual
improvement in earnings and operating cash flows. The stable
outlook is also underpinned by the issuer's adequate liquidity
profile and the expectation that the group's liquidity profile will
not deteriorate materially for current levels. TUI Cruises is seen
as strongly positioned in the B3 rating category and a recovery of
operating performance could result in material leverage
improvements and positive rating pressure in the short- to
medium-term.

LIQUIDITY

TUI Cruises liquidity position is adequate and slightly stronger
than when Moody's assigned the initial rating. The improvement was
driven by (i) a relatively material increase in customer deposits
since February-March 2021 (around EUR70 million increase between
February-March 2021 and August) with no clear certainty that this
will significantly reverse in Q4 2021 as customers are booking very
late and will now book for the winter season; and (ii) a stronger
than expected free cash flow generation with YTD negative FCF well
below Moody's earlier expectation.

TUI Cruises had EUR425 million of cash on balance sheet at June 30,
2021 and EUR145 million availability under undrawn credit lines.
The liquidity situation of TUI Cruises has further improved since
the end of June 2021.

STRUCTURAL CONSIDERATIONS

The Caa2 instrument rating to the upsized EUR523.5 million senior
unsecured notes reflects the deeply subordinated nature of the
instrument with EUR3.3 billion of debt ranking contractually ahead
of the upsized EUR523.5 million senior unsecured notes. The
unsecured notes rank junior to (i) EUR2.4 billion of ECA financing
that have 1st lien security over a large portion of the fleet, (ii)
EUR600 million of bank debt that have 2nd lien security over
certain vessels, and (iii) EUR300 million of Kreditanstalt fuer
Wiederaufbau (KfW) loan that have security over the Mein Schiff
trademark.

Moody's has used a family recovery rate of 50% due to the mix of
bank and bond debt in the capital structure and the presence of a
comprehensive financial covenant package.

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

Positive pressure would build on the rating if leverage as measured
by Moody's adjusted Debt/EBITDA would drop sustainably below 6.0x,
RCF/net debt would increase to the high single digits and TUI
Cruises would maintain an adequate liquidity profile.

Conversely negative pressure would arise on the rating if the
company's liquidity profile would deteriorate and weak recovery
prospects for both the upcoming winter season and for 2022 would
derail TUI Cruises from a visible path to a Moody's adjusted
Debt/EBITDA below 7.0x by year-end 2023.

PRINCIPAL METHODOLOGY

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


ZEPHYR GERMAN: Moody's Alters Outlook on B1 CFR to Negative
-----------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating and the B1-PD probability of default rating of Zephyr German
Holdco GmbH ("Flender"), a German manufacturer of gearboxes,
couplings and generators. At the same time, Moody's has affirmed
the B1 instrument ratings to the upsized EUR1,321 million
equivalent senior secured term loan B and EUR170 million 6.5-year
senior secured revolving credit facility (RCF), issued from Flender
International GmbH. The outlook on all ratings has been changed to
negative from stable.

Proceeds from the EUR275 million add-on term loan together with
EUR50 million cash from balance sheet will be used to finance a
shareholder distribution to private-equity owner Carlyle.

RATINGS RATIONALE

The affirmation of the B1 ratings with a negative outlook reflects
the increase in leverage compared to the expectation of leverage
improvements when the rating has been assigned beginning of 2021.
Moody's now expect Moody's adjusted debt/EBITDA to increase above
5.0x in fiscal year 2021 pro forma for the proposed transaction
from 4.6x as per LTM June 2021, with limited deleveraging expected
in the next 12 to 18 months. Furthermore FCF/debt is unlikely to be
improved to the mid-single digits over the next years as previously
expected. Additionally, Moody's regard financial policy being
aggressive on the back of a significant shareholder distribution
only nine months after the leveraged buy-out.

The rating action considers the solid order book and the expected
benefits from cost structure improvements, rising raw material
prices and the ability to pass these on to end customers could be
more challenging going forward.

More general, the B1 rating of Flender is supported by its: (1)
leading market position within the highly consolidated market for
wind gearboxes, where it holds the number one position outside of
China and stabilising effect of an important aftermarket business;
(2) mission critical nature of gearboxes in wind turbines, however,
only making up a moderate portion of the bill of materials of OEMs;
(3) its industrial division, with a very diversified end market
exposure as well as a decent share of service revenue; (4)
diversified manufacturing footprint for its size, with facilities
in the US, Europe and Asia and (5) expected increase in
profitability from a sizeable cost improvement program to be
executed within 24 months.

The rating is, however constrained by Flender's: (1) short
financial track record in general and as a stand-alone company in
particular; (2) high dependency on the overall health of the wind
turbine industry; (3) relatively low profitability for parts of the
business; (4) risk of continued price pressure on turbine
manufacturers, which could spill over on suppliers like Flender and
(5) initially low free cash flow / debt (before dividends), driven
by expected high capital expenditure in the next 12-18 months.

LIQUIDITY

Moody's considers Flender's liquidity as adequate, supported by
expected positive free cash flow generation and the absence of
short-term debt maturities. Moody's understand liquidity sources
after the shareholder distribution will include around EUR83m in
cash on balance sheet as well as full access to the EUR170 million
senior secured RCF.

The RCF is subject to a springing first lien net leverage ratio
covenant, tested when the facility is drawn by more than 40%, net
of cash balances. The covenant is set with substantial headroom and
Moody's expects Flender to ensure consistent compliance with this
covenant at all times.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's takes into account the impact of environmental, social and
governance (ESG) factors when assessing companies' credit quality.

Moody's governance assessment for Flender mainly factors in its
private equity ownership, which implies an aggressive financial
policy given a tolerance of high leverage and debt-funded
shareholder distributions.

Environmental issues are a benefiting factor to Flender's credit
profile, as its products enable the transition to a fossil-free
environment. Given the decarbonisation focus of governments around
the world, Moody's believes the company's business profile will
continue to benefit from this transition for a foreseeable future.

STRUCTURAL CONSIDERATIONS

The group's EUR1,321 million equivalent senior secured term loan B
and EUR170 million senior secured RCF are guaranteed by
subsidiaries accounting for approximately 80% of total consolidated
EBITDA and secured mainly by share pledges and certain intercompany
receivables. All debt is treated pari passu. Applying the 50%
standard recovery rate for capital structures, both the TLB and the
RCF are rated B1 in line with the CFR.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the risk that the company might not
be able to achieve the planned growth in revenues and improvements
in profitability that lead to the expected deleveraging. For the
next 12-18 months, Moody's project Moody's-adjusted debt / EBITDA
to hover around 5.0x and free cash flow / debt of below 4%. The
negative outlook assumes that no further dividends will be paid in
Moody's forward view.

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

Positive rating pressure requires a sustained track record of
Flender as a standalone entity, reflected in (1) sustaining a debt
/ EBITDA ratio below 4.0x as; (2) sustaining the EBITA margin above
8%,(3) improving its free cash flow generation such as FCF / debt
increases toward high single digit figures and (4) a further
improved liquidity profile.

Negative ratings pressure could arise if; (1) the company failed to
sustain debt / EBITDA below 5.0x; (2) the EBITA margin deteriorates
toward 5%; (3) a failure to improve the free cash flow / debt ratio
towards 4% and (4) if the company's liquidity starts to weaken.

LIST OF AFFECTED RATINGS:

Issuer: Flender International GmbH

Affirmations:

Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

Outlook, Changed To Negative From Stable

Issuer: Zephyr German Holdco GmbH

Affirmations:

LT Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Outlook Actions:

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Manufacturing
published in September 2021.

COMPANY PROFILE

Headquartered in Bocholt, Germany, Flender is a manufacturer of
mechanical drive technology with a product and service portfolio of
gearboxes, couplings and generators for a broad range of
industries, with a large focus on the wind turbine market. Founded
in 1899 and part of Siemens since 2005, the company has been carved
out in March 2021 and is owned by funds affiliated with the Carlyle
Group. For its fiscal year of 2020, ending September 30, the
company reported revenue of EUR2.2 billion and EBITA of EUR169
million.


ZIEGLER: To Halt Operations Amid Soaring Gas Prices
---------------------------------------------------
Vera Eckert at Reuters reports that German power retailer Ziegler
Strom-Vertrieb said on Oct. 21 it would stop delivering to
customers in Kappelrodeck in the state of Baden-Wuerttemberg at the
end of 2021 due to spiralling wholesale prices.

It is the second small power supplier in Germany this week to
announce it will stop operating due to the surge in gas prices,
Reuters relays.

"With our procurement conditions, we can no longer offer customers
market-compatible prices," Reuters quotes Ziegler as saying in a
notice on its website.  "For example, purchasing prices in early
October were five times over what they were a year ago."

Suppliers across Europe are struggling with soaring power and gas
prices due to factors ranging from insatiable energy demand in Asia
to Europe's carbon policy and a period of lighter winds, Reuters
discloses.

Ziegler -- whose market exit was confirmed by the federal energy
regulator, the Bundesnetzagentur -- also said there would be a
price hike from Dec. 1, 2021 but gave no further details on that,
Reuters relates.

Under the relevant regulations, this means that its customers have
the right to immediately opt for a different supplier as of that
date, Reuters states.

Customers sticking with Ziegler will not see their supply disrupted
but will default back to become customers of the biggest supplier
in the region, according to Reuters.

Ziegler did not immediately respond to a request for customer and
job numbers, Reuters notes.




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

AER ARANN: Must Pay EUR3.2MM+ Over Unlawful State Aid
-----------------------------------------------------
Killian Flood at Irish Legal News reports that the Court of Appeal
has ruled that Aer Arann must pay more than EUR3.2 million to the
State arising from a finding of unlawful State aid.

The EU Commission had previously determined that an air travel tax
imposed by the State conferred a competitive advantage to Aer Arann
in contravention of Article 108 TFEU, Irish Legal News recounts.

The court rejected a submission that the State was not entitled to
recover the monies because the airline company had entered
examinership in 2010, Irish Legal News relates.  It was argued that
the Commission's ruling made the State a contingent creditor and
was therefore precluded from recovering monies under the
examinership regime, Irish Legal News states.  The court also
rejected the submission that the principle of res judicata applied
to prevent recovery by the State, Irish Legal News notes.


AQUEDUCT EUROPEAN 4-2019: Moody's Affirms B2 Rating on Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by
Aqueduct European CLO 4 - 2019 Designated Activity Company (the
"Issuer"):

EUR244,000,000 Class A Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

EUR30,000,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aa2 (sf)

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

EUR23,300,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned A2 (sf)

EUR26,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned Baa3 (sf)

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

EUR2,000,000 (Current Balance EUR500,000) Class X Senior Secured
Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Jul
1, 2020 Affirmed Aaa (sf)

EUR20,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba2 (sf); previously on Jul 1, 2020
Confirmed at Ba2 (sf)

EUR11,800,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed B2 (sf); previously on Jul 1, 2020
Confirmed at B2 (sf)

RATINGS RATIONALE

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

Moody's rating affirmation of the Class X, Class E notes and Class
F Notes are a result of the refinancing, which has no impact on the
ratings of the notes.

As part of this refinancing, the Issuer has extended the weighted
average life by 12 months to January 2029. It will amend certain
limits, definitions and minor features. In addition, the Issuer has
amended the base matrix and modifiers that Moody's has taken into
account for the assignment of the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans and senior secured
bonds and up to 10% of unsecured senior loans, second-lien loans,
high yield bonds and mezzanine loans.

HPS Investment Partners CLO (UK) LLP will continue to manage the
CLO. It will direct the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
remaining reinvestment period which will end in January 2024.
Thereafter, subject to certain restrictions, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit risk obligations and
credit improved obligations.

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Performing par and principal proceeds balance: EUR399.5 million

Diversity Score: 46

Weighted Average Rating Factor (WARF): 3119

Weighted Average Spread (WAS): 3.6%

Weighted Average Life (WAL): 7.2 years

AQUEDUCT EUROPEAN 5-2020: Fitch Gives Final B- Rating on F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Aqueduct European CLO 5-2020 DAC 's
refinancing notes final ratings.

     DEBT                    RATING              PRIOR
     ----                    ------              -----
Aqueduct European CLO 5-2020 DAC

A XS2210213398        LT PIFsf   Paid In Full    AAAsf
A-R XS2389541009      LT AAAsf   New Rating      AAA(EXP)sf
B-1 XS2210214016      LT PIFsf   Paid In Full    AAsf
B-1-R XS2389541777    LT AAsf    New Rating      AA(EXP)sf
B-2 XS2210214792      LT PIFsf   Paid In Full    AAsf
B-2-R XS2389541850    LT AAsf    New Rating      AA(EXP)sf
C XS2210215419        LT PIFsf   Paid In Full    Asf
C-R XS2389542155      LT Asf     New Rating      A(EXP)sf
D XS2210216060        LT PIFsf   Paid In Full    BBB-sf
D-R XS2389542312      LT BBB-sf  New Rating      BBB-(EXP)sf
E XS2210216730        LT PIFsf   Paid In Full    BB-sf
E-R XS2389542585      LT BB-sf   New Rating      BB-(EXP)sf
F XS2210216656        LT PIFsf   Paid In Full    B-sf
F-R XS2389542742      LT B-sf    New Rating      B-(EXP)sf

TRANSACTION SUMMARY

Aqueduct European CLO 5-2020 is a securitisation of mainly senior
secured obligations (at least 90%) with a component of corporate
rescue loans, senior unsecured, mezzanine, second-lien loans and
high-yield bonds. The transaction originally closed in September
2020.

The CLO's secured notes are being refinanced in whole on 20 October
2021 (the first refinancing date) from proceeds of the new secured
notes. Net proceeds are being used to fund a portfolio with a
target par of EUR400 million. The portfolio is managed by HPS
Investment Partners CLO (UK) LLP. The collateralised loan
obligation (CLO) envisages a 4.5-year reinvestment period and an
8.5-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch Ratings assesses
the average credit quality of obligors in the 'B'' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 24.36.

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 portfolio is 64.9%.

Diversified Portfolio (Positive): The transaction includes two
Fitch matrices: one effective at closing, corresponding to a top-10
obligor concentration limit at 22.5%, a fixed-rate asset limit to
10% and an 8.5-year WAL; and another that can be selected by the
manager at any time one year after closing as long as the portfolio
balance (including defaulted obligations at their Fitch-calculated
collateral value) is above target par and corresponding to the same
limits of the previous matrix apart from a 7.5-year WAL.

The transaction also includes various concentration limits,
including a maximum exposure to the three largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

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

Cash Flow Modelling (Neutral): The WAL used for the transaction's
stressed portfolio and matrices analysis is 12 months less than the
WAL covenant, to account for structural and reinvestment conditions
after the reinvestment period, including passing the
over-collateralisation, the Fitch 'CCC' limitation and WARF tests,
among other things. This reduces the maximum possible risk horizon
of the portfolio when combined with loan pre-payment expectations.

RATING SENSITIVITIES

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

-- A 25% increase of the mean default rate (RDR) across all
    ratings and a 25% decrease of the recovery rate (RRR) across
    all ratings would result in downgrades of up to five notches
    cross the structure.

-- 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 25% reduction of the mean RDR across all ratings and a 25%
    increase in the RRR across all ratings would result in an
    upgrade of no more than three notches across the structure,
    apart from the class A-R notes, which are already at the
    highest rating on Fitch's scale and cannot be upgraded.

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

Overall, 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.


ARBOUR CLO VIII: Moody's Assigns B3 Rating to EUR12MM F-R Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Arbour
CLO VIII Designated Activity Company (the "Issuer"):

EUR3,000,000 Class X Senior Secured Floating Rate Notes due 2034,
Definitive Rating Assigned Aaa (sf)

EUR248,000,000 Class A-R Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR18,600,000 Class B-1-R Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

EUR20,000,000 Class B-2-R Senior Secured Fixed Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

EUR24,400,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

EUR28,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

EUR22,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba3 (sf)

EUR12,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortise by EUR375,000 over the eight payment dates,
starting on the second payment date.

The Issuer issued the refinancing notes in connection with the
refinancing of the following classes of Notes: Class X Notes and
Class A Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes,
Class D Notes, Class E Notes due 2033 (the "Original Notes"),
previously issued on August 17, 2020 (the "Original Closing Date").
On the refinancing date, the Issuer used the proceeds from the
issuance of the refinancing notes to redeem in full the Original
Notes. The Original Notes were not rated by Moody's.

On the Original Closing Date, the Issuer also issued EUR250,000
Class M Notes and EUR33,700,000 Subordinated Notes, which will
remain outstanding and are not rated by Moody's.

As part of this reset, the Issuer increased the target par amount
by EUR100 million to EUR400 million. It extended the reinvestment
period to 4.5 years and the weighted average life to 8.5 years. It
amended certain concentration limits and other features. In
addition, the Issuer included a base matrix and modifiers that
Moody's took into account for the assignment of the definitive
ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is expected to be fully ramped as
of the closing date.

Oaktree Capital Management (Europe) LLP ("Oaktree") will continue
to manage the CLO. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's 4.5-year reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations and credit improved obligations.

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Target Par Amount: EUR400,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 3025

Weighted Average Spread (WAS): 3.60%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years


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

EUR1,750,000 Class X Senior Secured Floating Rate Notes due 2034,
Assigned (P)Aaa (sf)

EUR229,700,000 Class A-R Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR25,250,000 Class B-1-R Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR15,000,000 Class B-2-R Senior Secured Fixed Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR22,500,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR26,250,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Baa3 (sf)

EUR18,750,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba3 (sf)

EUR11,750,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 100% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe.

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

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR375,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2975

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 3.50%

Weighted Average Recovery Rate (WARR): 43.00%

Weighted Average Life (WAL): 8.5 years


BLACKROCK EUROPEAN X: S&P Assigns Prelim 'B-' Rating on F-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
BlackRock European CLO X DAC's class X, A-R, B-1-R, B-2-R, C-R,
D-R, E-R, and F-R notes.

The transaction is a reset of the existing BlackRock European CLO X
DAC that closed in August 2021.

The issuance proceeds of the refinancing notes will be used to
redeem the refinanced notes (the class A, B, C, D, E, and F notes
of the original Blackrock European CLO X transaction), and pay fees
and expenses incurred in connection with the reset.

S&P considers that the closing date portfolio will be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans. Therefore, S&P has
conducted its credit and cash flow analysis by applying its
criteria for corporate cash flow CDOs.

  Portfolio Benchmarks

  S&P Global Ratings weighted-average rating factor      2857.38
  Default rate dispersion                                 514.82
  Weighted-average life (years)                             5.08
  Obligor diversity measure                               140.57
  Industry diversity measure                               22.97
  Regional diversity measure                                1.27
  Weighted-average rating                                      B
  'CCC' category rated assets (%)                           4.38
  'AAA' weighted-average recovery rate                     36.50
  Weighted-average spread (net of floors; %)                3.65
  Weighted-average coupon (%)                               3.50

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

S&P said, "In our cash flow analysis, we used the EUR375 million
target par amount, a weighted-average spread of 3.65%, the
reference weighted-average coupon (3.50%), and the weighted-average
recovery rates calculated as per our CLO criteria. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1-R, B-2-R, C-R, and D-R notes
could withstand stresses commensurate with higher preliminary
ratings than those we have assigned. However, as the CLO will be in
the reinvestment period until April 2026, during which the
transaction's credit risk profile could deteriorate, subject to CDO
monitor results. We have therefore capped our preliminary ratings
assigned to the notes.

"For the class E notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses that
are commensurate with assigned rating levels. We have therefore
assigned a preliminary 'BB- (sf)' rating to the class E notes.

"For the class F notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses that
are commensurate with a lower rating. However, after applying our
'CCC' criteria we have assigned a preliminary 'B- (sf)' rating to
this class of notes." The uplift to 'B-' reflects several key
factors, including:

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

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

-- S&P's model generated breakeven default rate (BDR) at the 'B-'
rating level of 25.76% (for a portfolio with a weighted-average
life of 5.0 years), versus if it was to consider an historical
long-term sustainable default rate of 3.1% for 5.0 years, which
would result in a target default rate of 15.75%."

Elavon Financial Services DAC is the bank account provider and
custodian. At closing, S&P expects the documented replacement
provisions to be in line with its counterparty criteria for
liabilities rated up to 'AAA'.

S&P said, "At closing, we also expect the issuer to be bankruptcy
remote, in accordance with our legal criteria.

"The CLO is managed by BlackRock Investment Management (UK) Ltd. We
currently have eight European CLOs from the manager under
surveillance. Under our "Global Framework For Assessing Operational
Risk In Structured Finance Transactions," published on Oct. 9,
2014, the maximum potential rating on the liabilities is 'AAA'

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for each
class of notes.

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

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

Environmental, social, and governance (ESG) factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries:
controversial weapons, nuclear weapons, thermal coal, oil and gas,
pornography or prostitution, opioid manufacturing or distribution,
and hazardous chemicals. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."

  Ratings List

  CLASS    PRELIM.    PRELIM.     INTEREST RATE*          SUB (%)
           RATING     AMOUNT
                     (MIL. EUR)  
  X        AAA (sf)      1.75    3M EURIBOR plus 0.50%   
  A-R      AAA (sf)    229.70    3M EURIBOR plus 0.97%    38.75
  B-1-R    AA (sf)      25.25    3M EURIBOR plus 1.78%    28.01
  B-2-R    AA (sf)      15.00    2.00%                    28.01
  C-R      A (sf)       22.50    3M EURIBOR plus 2.10%    22.01
  D-R      BBB- (sf)    26.25    3M EURIBOR plus 3.00%    15.01
  E-R      BB- (sf)     18.75    3M EURIBOR plus 6.16%    10.01
  F-R      B- (sf)      11.75    3M EURIBOR plus 8.84%     6.88

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

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


GLEN SECURITIES: S&P Assigns BB Rating on Class C Notes
-------------------------------------------------------
S&P Global Ratings has assigned its preliminary credit ratings to
Glen Securities Finance DAC's (Glen) class A, B, and C notes, At
closing, it will also issue unrated class D notes.

Glen is a static synthetic RMBS transaction that references a
portfolio of EUR1,398 million owner-occupied and buy-to-let (BTL)
mortgage loans originated by the Governor and Company of the Bank
of Ireland (BOI; A-/Negative/A-2), Bank of Ireland Mortgage Bank,
and ICS Building Society, and secured over residential properties
in Ireland.

As of June 30, 2021, 3.4% of the pool is in arrears for greater
than or equal to one month (applying S&P Global Ratings'
methodology) and 76.2% of the borrowers have had their loan
restructured in the past.

S&P's preliminary ratings address the timely payment of interest
and the ultimate payment of principal on the rated notes.

The full amount of the proceeds of the note issuance will be held
in the issuer's account at the cash deposit account bank (BOI) for
the life of the transaction, until used to make protection payments
or redeem the notes. S&P considers the transaction's exposure to
such counterparty risk to be too high to be mitigated. It has
therefore weak-linked the preliminary ratings on the notes to BOI's
rating, in line with its counterparty criteria.

Under S&P's operational risk criteria, it has considered Bank of
Ireland, the servicer, as a performance key transaction party. The
transaction is also weak-linked to BOI's rating under this
framework, due to the reliance of the transaction performance on
BOI's internal underwriting and servicing processes and policies.

In addition to the issuance proceeds under the notes being held in
full on the cash deposit account with BOI, the cash deposit bank
will also secure its obligations with a pool of securities held
with a custody account with Bank of NY Mellon, London branch. The
purpose of this custody account is to address payment mismatches
from the cash deposit account. S&P does not give credit to such
custody account in its analysis, as it does not consider that the
triggers under this agreement are in line with its counterparty
criteria. This setup could nevertheless be beneficial to the
transaction, as access to the collateral held in custody is
assigned to the issuer and can be used if BOI fails to make
payments when due.

There are no rating constraints in the transaction under S&P's
structured finance legal or sovereign risk criteria.

  Preliminary Ratings Assigned

  CLASS   PRELIM. RATING*   CLASS SIZE (%)
  A           A- (sf)          4.75
  B           BBB- (sf)        6.00
  C           BB (sf)          4.00
  D           NR               4.25

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal.
NR--Not rated.


HARVEST CLO XIV: Fitch Raises Class F Notes Rating to 'BB'
----------------------------------------------------------
Fitch Ratings has upgraded the class C-R, D-R, E-R and F notes and
affirmed other tranches of Harvest CLO XIV DAC. Fitch also removed
the class C-R, D-R, E-R and F notes from Under Criteria
Observation. The Rating Outlook for class D-R notes remains
Positive, and the Rating Outlooks for the class E-R and F notes
have been revised to Positive from Stable.

       DEBT                 RATING            PRIOR
       ----                 ------            -----
Harvest CLO XIV DAC

A-1A-R XS1700423798    LT AAAsf   Affirmed    AAAsf
A-2-R XS1700424333     LT AAAsf   Affirmed    AAAsf
B1-R XS1700425066      LT AAAsf   Affirmed    AAAsf
B2-R XS1700425736      LT AAAsf   Affirmed    AAAsf
C-R XS1700426387       LT AAAsf   Upgrade     AAsf
D-R XS1700426973       LT A+sf    Upgrade     Asf
E-R XS1700427518       LT BBB-sf  Upgrade     BB+sf
F XS1299708716         LT BBsf    Upgrade     B+sf

TRANSACTION SUMMARY

The transaction is a cash-flow collateralized loan obligation (CLO)
backed by a portfolio of mainly European leveraged loans and bonds.
The transaction has exited its reinvestment period in November 2019
and the portfolio is currently amortizing.

KEY RATING DRIVERS

The analysis was based on the current portfolio and evaluated the
combined impact of amortization and performance since the last
review in June 2021 and the recently updated Fitch CLOs and
Corporate CDOs Rating Criteria (including, among others, a change
in the underlying default assumptions). In addition, Fitch
performed a scenario that assumes a one-notch downgrade on the
Fitch IDR Equivalency Rating for assets with a Negative Outlook on
the driving rating of the obligor.

Transaction Deleveraging

The upgrade of the class C-R, D-R, E-R and F notes reflects the
further deleveraging of the transaction since the last review in
June 2021. The class A-1A-R and A-2-R notes have paid down by
approximately EUR29.4 million during the review period. Overall
credit enhancement (CE) have improved across all rated notes. The
Positive Outlooks on the notes reflect the possibility of upgrade
with further deleveraging during the next review.

Deviation from Model-implied Rating

Class F has been upgraded to 'BBsf', which is a deviation from the
model implied rating of 'BB+sf'. The deviation by negative one
notch reflects that the model-implied rating would not be resilient
based upon a scenario that assumes a one-notch downgrade on the
Fitch IDR Equivalency Rating for assets with a Negative Outlook on
the driving rating of the obligor. The deviation is motivated by
the limited default rate cushion when considering this scenario in
the analysis.

Portfolio Performance

As per the report dated Aug. 31, 2021, the transaction is passing
all the coverage tests but the Fitch weighted average rating factor
(WARF) test and weighted average life (WAL) test are failing.
Exposure to assets with a Fitch-derived rating of 'CCC+' and below
is 12.75% of the portfolio, exceeding the 7.5% limit. The exposure
to defaulted assets is reported at EUR3.3 million. The transaction
has not reinvested since Fitch's last review and the failing
collateral quality tests constrain the transaction from
reinvestment.

Asset Credit Quality

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors in the 'B'/'B-' category for the transaction. The
Fitch WARF reported by the trustee was 36.55 in the Aug. 31, 2021
monthly report, above the maximum covenant of 34.0. The Fitch
calculated WARF under the updated Fitch CLOs and Corporate CDOs
Rating Criteria is 26.76 as of Oct. 9, 2021.

Asset Security

Senior secured obligations make up 98.55% of the portfolio. Fitch
views the recovery prospects for these assets as more favorable
than for second-lien, unsecured and mezzanine assets. The Fitch
weighted average recovery rate (WARR) of the current portfolio is
59.90% as per the report, above the test limit of 59.45%.

Portfolio Concentration

As the transaction amortizes, the portfolio becomes more
concentrated. Although the concentration risk is increasing, this
is offset by pay down of the assets and increased credit
enhancement. Currently there are 106 assets from 99 obligors in the
portfolio. The top 10 obligors exposure is 19.58% and no obligor
makes up more than 3.0% of the portfolio balance. The largest Fitch
industry represents 14.04%, which is below the test limit of 15.0%.
Three largest Fitch industries is at 35.83% of the portfolio
balance, exceeding the 35.0% test threshold.

RATING SENSITIVITIES

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

-- An increase of the RDR at all rating levels by 25% of the mean
    RDR and a decrease of the RRR by 25% at all rating levels will
    result in downgrades of no more than two notches depending on
    the notes.

-- Downgrades may occur if the build-up of credit enhancement
    following amortization does not compensate for a larger loss
    expectation than initially assumed due to unexpectedly high
    level of default and portfolio deterioration.

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

-- A reduction of the default rate (RDR) at all rating levels by
    25% of the mean RDR and an increase in the recovery rate (RRR)
    by 25% at all rating levels would result in an upgrade of up
    to four notches depending on the notes.

-- Except for the class A-1A-R, A-2-R, B1-R, B2-R and C-R notes,
    which are already at the highest 'AAAsf' rating, upgrades may
    occur in case of better than expected portfolio credit quality
    and deal performance, leading to higher credit enhancement and
    excess spread available to cover for losses on 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

Harvest CLO XIV 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.

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.


INNER CITY: High Court Appoints Provisional Liquidator
------------------------------------------------------
RTE reports that the High Court has granted an order appointing a
provisional liquidator to the Dublin homeless charity, Inner City
Helping Homeless (ICHH).

According to RTE, the application to the court was made by the
Charities Regulator who described it as a "last resort".

The court heard the charity is likely to be wound up next month,
RTE discloses.

Senior Counsel James Doherty said the application was being brought
in the public interest, in light of the "grave situation" the
charity had found itself in, including not having a functioning
operational executive, RTE relates.

The charity was plunged into crisis in August after sexual assault
allegations were made against its founder, chief executive and
Dublin city councillor, Anthony Flynn, RTE recounts.

He died in tragic circumstances on Aug. 18, RTE states.  He had
been under investigation by gardai in relation to two alleged
sexual assaults, RTE notes.

An application previously made by Ann Birney, a director of the
charity's operating company for a court appointed inspector to
investigate its affairs has now been withdrawn, RTE discloses.

High Court President Ms Justice Mary Irvine said she was absolutely
satisfied the regulator had met the legal threshold for the
appointment of a provisional liquidator, according to RTE.

The company itself is not objecting to this and had considered this
option last month, RTE states.  She appointed Kieran Wallace as
provisional liquidator, RTE relays.


RATHLIN RESIDENTIAL 2021-1: Moody's Gives (P)B3 Rating to C Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to Notes
to be issued by Rathlin Residential 2021-1 DAC:

EUR[]M Class A Residential Mortgage Backed Floating Rate Notes due
September 2075, Assigned (P)A3 (sf)

EUR[]M Class B Residential Mortgage Backed Floating Rate Notes due
September 2075, Assigned (P)B1 (sf)

EUR[]M Class C Residential Mortgage Backed Floating Rate Notes due
September 2075, Assigned (P)B3 (sf)

Moody's has not assigned ratings to the EUR[]M Class Z1 Residential
Mortgage Backed Notes due September 2075 and EUR[]M Class Z2
Residential Mortgage Backed Floating Rate Notes due September
2075.

The subject transaction is a static cash securitisation of
non-performing loans (NPLs) and re-performing loans (RPLs) extended
to borrowers in Ireland. This transaction represents the first
securitisation transaction from Dennett Property Finance DAC (NR)
(Dennet) backed by NPLs in Ireland. The portfolio is serviced by
Pepper Finance Corporation (Ireland) DAC ("Pepper", NR). Intertrust
Management Ireland Limited ("Intertrust") has been appointed as
back-up servicer facilitator in place to assist the issuer in
finding a substitute servicer in case the servicing agreement with
Pepper is terminated.

RATINGS RATIONALE

Moody's ratings reflect an analysis of the characteristics of the
underlying pool of NPLs and RPLs, sector-wide and servicer-specific
performance data, protection provided by credit enhancement, the
roles of external counterparties, and the structural integrity of
the transaction.

In order to estimate the cash flows generated by the pool Moody's
has split the pool into RPLs and NPLs. Moody's has classified as
re-performing certain assets that have shown a consistent payment
ratio and have an LTV low enough to incentivize borrowers to meet
their monthly payments
In analysing the loans classified as RPLs, Moody's determined a
MILAN Credit Enhancement (CE) of 50.0% and a portfolio Expected
Loss (EL) of 20.0%. The MILAN CE and portfolio EL are key input
parameters for Moody's cash flow model in assessing the cash flows
for the RPLs.

MILAN CE of 50.0%: this is above the average for other Irish RMBS
transactions and follows Moody's assessment of the loan-by-loan
information taking into account the historical performance and the
pool composition including: (i) the Moody's-calculated weighted
average indexed current loan-to-value (LTV) ratio of 77.37% of the
RPLs pool; and (ii) the inclusion of restructured loans.

Portfolio expected loss of 20%: This is above the average for other
Irish RMBS transactions and is based on Moody's assessment of the
lifetime loss expectation for the pool taking into account (i) the
historical collateral performance of the loans to date, as provided
by the seller; (ii) the current macroeconomic environment in
Ireland and (iii) benchmarking with similar Irish RMBS
transactions.

In order to estimate the cash flows generated by the NPLs, Moody's
used a Monte Carlo based simulation that generates for each
property backing a loan an estimate of the property value at the
sale date based on the timing of collections.

The key drivers for the estimates of the collections and their
timing are: (i) the historical data received from the servicer;
(ii) the timings of collections for the secured loans based on the
legal stage of each loan; (iii) the current and projected property
values at the time of default; and (iv) the servicer's strategies
and capabilities in foreclosing on properties and maximizing
recoveries.

Hedging: As the collections from the pool are not directly
connected to a floating interest rate, a higher index rate payable
on the Notes would not be offset by higher collections from the
NPLs. The transaction therefore benefits from an interest rate cap,
linked to one-month EURIBOR, with Morgan Stanley & Co.
International plc as cap counterparty. The notional of the interest
rate cap is equal to the closing balance of the Class A and B
Notes. The cap expires five years from closing.

Coupon cap: The transaction structure features coupon caps that
apply on the interest payment date falling in October 2026. The
coupon caps limit the interest payable on the Notes in the event
interest rates rise and only apply following the expiration of the
interest rate cap.

Transaction structure: Class A Notes size is [48.87]% of the total
collateral balance with [51.13]% of credit enhancement provided by
the subordinated Notes. The payment waterfall provides for full
cash trapping: as long as Class A Notes are outstanding, any cash
left after replenishing the Class A Reserve Fund will be used to
repay Class A Notes.

The transaction benefits from an amortising Class A Reserve Fund
equal to 4.0% of the Class A Notes outstanding balance. The Class A
Reserve Fund can be used to cover senior fees and interest payments
on Class A Notes. The amounts released from the Class A Reserve
Fund form part of the available funds in the subsequent interest
payment date and thus will be used to pay servicer fees and/or to
amortise Class A Notes. The Class A Reserve Fund would be enough to
cover around 24 months of interest on the Class A Notes and more
senior items, at the initial strike price of the cap.

Class B Notes benefit from a dedicated Class B interest Reserve
Fund equal to 7.5% of the Class B Notes balance at closing, which
can only be used to pay interest on Class B Notes while Class A
Notes are outstanding. The Class B Interest Reserve Fund is
sufficient to cover around 45 months of interest on Class B Notes,
assuming EURIBOR at the strike price of the cap. Unpaid interest on
Class B Notes is deferrable with interest accruing on the deferred
amounts at the rate of interest applicable to the respective Note.

Class C Notes benefit from a dedicated Class C interest Reserve
Fund equal to 11.0% of Class C Notes balance at closing, which can
only be used to pay interest on Class C Notes while Class A and B
Notes are outstanding. The Class C interest Reserve Fund is
sufficient to cover around 24 months of interest on Class C Notes,
assuming EURIBOR of 1.50% (in line with the 5.50% coupon cap).
Unpaid interest on Class C Notes is deferrable with interest
accruing on the deferred amounts at the rate of interest applicable
to the respective Note. Moody's notes that the liquidity provided
in this transaction for the respective Notes is lower than the
liquidity provided in comparable transactions within the market.

Servicing disruption risk: Intertrust is the back-up servicer
facilitator in the transaction and will help the issuer to find a
substitute servicer in case the servicing agreement with Pepper is
terminated. Moody's expects the Class A Reserve Fund to be used up
to pay interest on Class A Notes in absence of sufficient regular
cashflows generated by the portfolio early on in the life of the
transaction. It is therefore likely that there will not be
sufficient liquidity available to make payments on the Class A
Notes in the event of servicer disruption. The insufficiency of
liquidity in conjunction with the lack of a back-up servicer mean
that continuity of Note payments is not ensured in case of servicer
disruption. This risk is commensurate with the ratings rating
assigned to the Notes.

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

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

Factors that may lead to an upgrade of the ratings include that the
recovery process of the NPLs produces significantly higher cash
flows realized in a shorter time frame than expected.

Factors that may cause a downgrade of the ratings include
significantly less or slower cash flows generated from the recovery
process on the NPLs compared with Moody's expectations at close due
to either a longer time for the courts to process the foreclosures
and bankruptcies, a change in economic conditions from Moody's
central scenario forecast or idiosyncratic performance factors.




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

BRISCA SECURITISATION: Moody's Cuts Rating on Cl. B Notes to Caa1
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating of two notes in
Brisca Securitisation S.r.l. The rating action reflects slower than
anticipated cash-flows generated from the recovery process on the
non-performing loans (NPLs).

Issuer: Brisca Securitisation S.r.l.

EUR267.4 million Class A Notes, Downgraded to Baa2 (sf);
previously on Jul 5, 2017 Assigned A3 (sf)

EUR30.5 million Class B Notes, Downgraded to Caa1 (sf); previously
on Jul 5, 2017 Assigned B3 (sf)

RATINGS RATIONALE

The rating action is prompted by slower than anticipated cash-flows
generated from the recovery process on the NPLs.

Slower than anticipated cash-flows generated from the recovery
process on the NPLs:

Cash flows up to date have been slower than we anticipated. As of
May 2021 Cumulative Collection Ratio was at 90.94%, meaning that
collections are coming slower than anticipated in the original
Business Plan projection. Indeed, through the May 31, 2021
collection period, eight collection periods since closing,
aggregate collections net of recovery expenses but gross of fees
were EUR180.0 million versus original business plan expectations of
EUR197.9 million.

NPV Cumulative Profitability Ratio stood at 110.76%, overall in
line with original servicer's expectations, however it only refers
to closed positions while the time to process open positions and
the future collections on those remain to be seen.

The contribution of Notesales, i.e. an outright sale of one or more
NPL claims, to gross recoveries has increased and the final
recovery rate linked to closed positions collected through
Notesale, mostly secured claims, is at 33%. This value is lower
than the average collection rate that we had anticipated.

Performance of Brisca Securtisation S.r.l. has deteriorated in the
past 12 months. This portfolio has a higher geographic borrower
concentration than other Italian NPLs securitisations. Around 30%
of GBV for Secured positions, under Moody's classification, have
open procedures in three tribunals, namely Genova, Lucca or Savona
which translates into a large dependency on the performance of
these tribunals.

Moody's also notes that Business Plan has been revised downward few
times since closing with latest projections on gross recoveries
10.6% below the original ones. Triggers continue to be based on the
original business plan.

NPL transactions' cash flows depend on the timing and amount of
collections. Due to the current economic environment, Moody's has
considered additional stresses in its analysis, including a 6 to
12-month delay in the recovery timing.

Moody's has taken into account the potential cost of the GACS
Guarantee within its cash flow modelling, while any potential
benefit from the guarantee for the senior Noteholders has not been
considered in its analysis.

The action has considered the coronavirus pandemic's residual
impact on Italy's economic activity and the ongoing effect on the
performance of NPLs as the economy continues on the path toward
normalization. Economic activity will continue to strengthen in
2021 because of several factors, including the rollout of vaccines,
growing household consumption and accommodative central bank
policy. However, specific sectors and individual businesses will
remain weakened by extended virus restrictions.

Moody's regard the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.

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

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

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

Factors or circumstances that could lead to a downgrade of the
ratings include: (i) significantly lower or slower cash-flows
generated from the recovery process on the non-performing loans due
to either a longer time for the courts to process the foreclosures
and bankruptcies, a change in economic conditions from Moody's
central scenario forecast or idiosyncratic performance factors. For
instance, should economic conditions be worse than forecasted and
the sale of the properties generate less cash-flows for the issuer
or take a longer time to sell the properties, all these factors
could result in a downgrade of the rating; (ii) deterioration in
the credit quality of the transaction counterparties; and (iii)
increase in sovereign risk.


ICCREA GROUP: S&P Alters Outlook to Stable & Affirms 'BB/B' ICRs
----------------------------------------------------------------
S&P Global Ratings took the following rating actions:

-- S&P revised its outlooks on Banca Popolare dell'Alto
Adige-Volksbank (Volksbank) and Gruppo Bancario Cooperativo Iccrea
(Iccrea Group) to stable from negative.

-- S&P affirmed its 'BB+/B' long- and short-term issuer credit
ratings on Volksbank and its 'BB/B' long- and short-term issuer
credit ratings on Iccrea Group.

-- S&P affirmed its 'BBB-/A-3' ratings on government-related
entity (GRE) Mediocredito Centrale. The outlook remains negative.

-- S&P's outlooks on the ratings on the vast majority of financial
institutions it rates in Italy were already stable.

S&P said, "The rating actions primarily reflect our opinion that
economic conditions in Italy are improving.With Italy's GDP likely
to return to pre-pandemic levels by mid-2022, the risk of
structural damage to its economic resilience have largely abated,
in our view. After its GDP contracted by 8.9% in 2020, we now
expect Italy to grow by 6.0% in 2021 and 4.4% in 2022. We think a
rapid economic recovery will be key to sustaining the
creditworthiness of those businesses and households that were
hardest hit by pandemic-related restrictions, especially once
government support measures are lifted.

"Credit losses are likely to be manageable for most financial
institutions. We anticipate nonperforming exposures (NPEs) will
likely start rising again by year-end 2021 and through 2022, after
declining markedly in the past few years. . We believe, however,
that the magnitude of this deterioration is less a concern compared
to what we thought in 2020. We note that the amount of loans still
under moratoria fell below EUR70 billion (less than 5% of total
customer loans) as of September 2021 compared to EUR280 billion in
April 2021. Most of these moratoria will expire by year-end. The
amount is still meaningful but is consistent overall with what we
had already factored into our assessment.

"Moreover, default rates in the expired moratoria have been quite
modest so far. We continue to anticipate credit losses staying
close to 100-110 basis points in 2021 and 2022, broadly in line
with what banks provisioned against in 2020. This is still above
what we consider the norm for Italian banks, but is significantly
below levels observed as a result of the double dip recession of
the past decade. We also acknowledge that two factors could further
reduce future credit losses. First and foremost, the Italian
government guarantees over EUR240 billion of outstanding loans
primarily to riskier small and mid-size firms and, to a lesser
extent, to larger corporations. This government support provides
some additional cushion against future credit losses on these
loans. Second, favorable economic and financial conditions beyond
2022 could also sustain a more lasting recovery and/or hasten the
workout of new and legacy NPEs.

"While profitability remains subdued for most banks amid cyclical
and structural headwinds, improved economic conditions could ease
near-term pressure on bottom lines and returns. In our base case,
elevated credit losses will likely still absorb a meaningful
portion of several banks' operating incomes over the next two years
and be the main near-term constraint on their earnings.
Furthermore, the persistence of negative interest rates well into
2024 does not bode well for revenue prospects for the
least-diversified banks, despite some pickup in noninterest income
from the lows of 2020.

"While we expect banks will keep improving their efficiency,
keeping abreast of innovation will require continuous investment
and the earnings capacity to sustain such investment. The reduced
need for credit provisions amid a stronger economy would give banks
more scope to invest as well as increase distributions to
shareholders.

"The outlook revisions to our long-term ratings on Volksbank and
Iccrea Group reflect our view that downside risks to their
creditworthiness have reduced sharply amid Italy's strong economic
recovery and favorable financial conditions. Our affirmation of the
ratings on Mediocredito Centrale factors in Italy's improved
economy as well as our view of the likelihood of extraordinary
government support if needed. The outlook remains negative,
however, because we see downside risks to the bank's capitalization
as a result of the restructuring and integration of recently
acquired Popolare di Bari."

  BICRA Score Snapshot
                               TO                  FROM
  BICRA group                  5                    5
  Economic risk                6                    6
  Economic resilience       Intermediate Risk   Intermediate Risk
  Economic imbalances          High Risk           High Risk
  Credit risk in the economy   High risk           High risk
  Trend                        Stable              Negative
  Industry risk                5                    5
  Institutional framework   Intermediate risk   Intermediate risk
  Competitive dynamics         High risk           High risk
  Systemwide funding        Intermediate risk   Intermediate risk
  Trend                        Stable               Stable

Banking Industry Country Risk Assessment (BICRA) economic risk and
industry risk scores are on a scale from 1 (lowest risk) to 10
(highest risk).

  Ratings List


  BANCA POPOLARE DELL'ALTO ADIGE VOLKSBANK S.P.A.

  RATINGS AFFIRMED; OUTLOOK ACTION  
                                   TO              FROM
  BANCA POPOLARE DELL'ALTO ADIGE VOLKSBANK S.P.A.

  Issuer Credit Rating       BB+/Stable/B     BB+/Negative/B


  ICCREA BANCA SPA

  RATINGS AFFIRMED; OUTLOOK ACTION  
                                   TO              FROM
  ICCREA BANCA SPA

  Issuer Credit Rating       BB/Stable/B      BB/Negative/B

  RATINGS AFFIRMED  

  ICCREA BANCA SPA        

  Senior Unsecured           BB

  Subordinated               B


  MEDIOCREDITO CENTRALE SPA

  RATINGS AFFIRMED  
  
  MEDIOCREDITO CENTRALE SPA

  Issuer Credit Rating      BBB-/Negative/A-3  

  Senior Unsecured          BBB-


PAGANINI BIDCO: S&P Assigns Prelim. 'B' LongTerm ICR, Outlook Pos.
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Italian higher education services group Paganini
Bidco SpA (Multiversity) and its preliminary 'B' issue rating, with
a preliminary '3'(55%) recovery rating, to the company's proposed
floating rate notes.

The positive outlook reflects S&P's expectation that the company
will achieve substantial EBITDA growth, on the back of a growing
student base, such that S&P Global Ratings-adjusted leverage will
decline sustainably below 5.0x and free operating cash flow (FOCF)
to debt will exceed 10% in the next 12-18 months. An upgrade would
be contingent on clear commitment to maintain conservative credit
metrics within these thresholds over the long term.

CVC's buyout translates into S&P Global Ratings-adjusted leverage
above 6.0x in 2021, declining to 5.0x in 2022 on the back of EBITDA
growth.

CVC plans to acquire the remaining 50% of Multiversity from the
founder for a cash consideration of about EUR800 million, to be
financed through a EUR42 million equity contribution and the
issuance of EUR765 million of floating rate notes. The notes will
be issued by the acquisition vehicle Paganini Bidco SpA, that will
be later reverse merged into Multiversity s.r.l. Paganini will also
issue a EUR222 million bridge to cash facility, which will be
reimbursed as soon as the reverse merger is concluded, using the
cash at Multiversity's intermediate holding companies Wversity and
MultiSpa, equal to EUR229 million. Following the transaction, we
expect Multiversity's S&P Global Ratings-adjusted leverage to be
about 6.0x in 2021, declining to 5.0x in 2022 on the back of EBITDA
growth driven by a solid increase in enrolled students. S&P said,
"Although we anticipate the company will capitalize on its solid
growth to deleverage further in the medium term, we note that the
group could potentially releverage within the debt documentation
framework on the back of its private equity ownership. Typically,
based on our experience, private equity ownership reflects a focus
on maximizing shareholder returns."

Good brand recognition, competitive pricing, and an established
network support Multiversity's leading position in its niche
market. Multiversity firmly holds the leading position in the niche
but fast-growing Italian online university segment, being more than
twice the size of the second largest player. Through its two
university brands--Pegaso and Mercatorum--as well as its ancillary
education services, Multiversity offers 25 bachelor degrees, 11
master degrees, and about a hundred other higher education courses,
at prices well below the average of other private universities.
Since its foundation in 2006, the group has been able to build
strong brand recognition, thanks to significant marketing
investments as well as a physical network of about 100 exam venues
and about 3,000 e-learning center points (ECPs), which offer
proximity to students despite the virtual business model. ECPs are
third-party promotors that offer student orientation services for
Multiversity in exchange for a percentage of tuition fees. S&P
said, "We believe Multiversity's positioning also benefits from its
partnership with private and public institutions (such as the
Italian Chamber of Commerce) as well as from the internally
developed digital platform, where students access lessons, courses,
study materials, and exams. The digital business model exposes the
company to cyberattacks more than traditional universities, but we
understand the group has established a strong cybersecurity
framework and has not been affected to date from any cybersecurity
related issue."

A structural shift toward digitalization will increase the
penetration of online universities, while regulation limits
competition over the medium term. S&P said, "We expect online
universities in Italy -- which currently account for less than 10%
of total enrolled students -- will continue to experience strong
growth in the coming years, compared with the sluggish student base
of traditional universities. Online universities will benefit from
the structural trends toward digitalization of education, which the
COVID-19 pandemic has accelerated. We believe online universities
could also benefit from some Italian country-specific
characteristics, such as the rural nature of the territory, with a
significant portion of the population not living close to a
university, and the institutional push to increase the proportion
of graduates, which is one of the lowest among developed countries.
Although these trends will make the segment attractive to both
existing traditional universities and new players, the market has
significant regulatory barriers to entry, which we believe will
limit the number of new entrants in the medium term." This is
because online universities need to be officially recognized by the
Italian Ministry of Education through a specific license. Since
2003, the Ministry has granted only 11 online-university
licenses--including to Pegaso and Mercatorum—with no new entrants
since 2006, and it is not expected to grant any new permits until
at least 2024.

Low and flexible cost base supports Multiversity's above-average
profitability and cash-flow generation. S&P said, "We expect
Multiversity's adjusted EBITDA margin will remain above 50%, on the
back of its digital and easily scalable business model,
characterized by lack of costly physical venues and limited
personnel cost. We estimate the group's cost base mostly comprises
the contribution it pays to the ECPs (about 12.5% of revenue) and
marketing expenses (about 14.2% of revenues), while educational
personnel costs and research account for only about 4.0% and rent
and headquarters costs for about 7.5%. Importantly, contributions
paid to ECPs in exchange for their orientation activity are
calculated as a percentage of tuition fees and, as such, are fully
variable. Strong profitability and lack of significant capital
expenditure needs translate into high cash conversion, with FOCF
expected to remain above EUR80 million per year in our forecast
horizon through 2024. Given the strong cash balance of EUR190
million at closing and lack of dividends/acquisitions in the
management's base case, we expect Multiversity's cash on balance
will exceed EUR250 million by December 2022 and EUR340 million by
2023."

Limited scale of operations and lack of geographic diversification
constrain the rating. With about 130,000 students in 2020,
Multiversity is the leading Italian online university, but it has a
market share of only 3.0%-4.0% in the broader university market,
including traditional universities. S&P said, "Despite the fast
growth of the segment, we believe online teaching will remain a
niche in a largely fragmented market, as we expect online
penetration will likely stabilize in the long term, as virtual
platforms will not be able to fully replace traditional
universities. Our rating is also constrained by Multiversity's
geographical concentration, with 100% of revenue and EBITDA
generated in Italy, which make the company highly dependent on the
country's regulatory environment. Despite the broad product and
service offering, we also note that Pegaso accounts for about the
80% of the group's students and revenue going forward, exposing the
business to some brand concentration although we expect this will
improve in the medium term."

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 positive outlook reflects our expectation that the company
will achieve substantial EBITDA growth, on the back of growing
student base, such that S&P Global Ratings-adjusted leverage will
decline sustainably below 5.0x and FOCF to debt will exceed 10% in
the next 12-18 months. An upgrade would be contingent on clear
commitment to maintain conservative credit metrics within these
thresholds over the long term."

S&P could upgrade the company if:

-- The acquisition and reverse merger proceed as expected, with
the company using the cash available at MultiSpa and Wversity to
repay the bridge to cash facility.

-- Multiversity achieves substantial student growth with revenue
approaching EUR300 million by 2022, while maintaining an adjusted
EBITDA margin above 50% with solid cash conversion.

-- On the back of EBITDA growth and cash conversion, S&P Global
Ratings-adjusted leverage declines sustainably below 5.0x while the
company clearly commits to maintain conservative credit metrics
within this threshold over the long term.

-- The strong profitability and limited capex needs continue to
translate into FOCF in excess of EUR80 million per year,
corresponding to FOCF to debt sustainably above 10%.

S&P could revise the outlook to stable if:

-- The company is unable to execute its growth strategy or
experiences operating setbacks, leading to weaker EBITDA than
expected and thereby jeopardizing deleveraging prospects, such that
S&P Global Ratings-adjusted leverage would stay above 5.0x for
longer than expected.

-- The company undertakes debt-funded acquisitions or dividend
distributions, resulting in a deterioration of credit metrics.


SUNRISE SPV 93: Fitch Gives Final BB Rating to Class E Notes
-------------------------------------------------------------
Fitch Ratings has assigned Sunrise SPV 93 S.r.l. - Series 2021-2's
asset-backed securities final ratings.

          DEBT                     RATING               PRIOR
          ----                     ------               -----
Sunrise SPV 93 S.r.l. - Series 2021-2

Class A notes IT0005460321    LT AA-sf  New Rating    AA-(EXP)sf
Class B notes IT0005460339    LT Asf    New Rating    A(EXP)sf
Class C notes IT0005460354    LT BBBsf  New Rating    BBB(EXP)sf
Class D notes IT0005460362    LT BB+sf  New Rating    BB+(EXP)sf
Class E notes IT0005460370    LT BBsf   New Rating    BB(EXP)sf
Class M notes IT0005460388    LT NRsf   New Rating    NR(EXP)sf

TRANSACTION SUMMARY

The transaction is a 12-month revolving securitisation of unsecured
consumer loans granted to private customers by Agos Ducato S.p.A.
(Agos, A-/Negative/F1). This is the 20th public securitisation of
unsecured consumer loans originated by Agos.

The proceeds of the euro-denominated notes were used to fund the
purchase of a portfolio of personal loans and loans granted for the
purchase of vehicles, furniture or other goods. Part of the
proceeds were used to fund a cash reserve and a liquidity reserve.
The notes amortise sequentially and pay a fixed interest rate
except for the class A notes, which bear a floating rate.

KEY RATING DRIVERS

Mainly Unsecured Personal Loans: At closing, 74.5% of the portfolio
(limited to 80% by portfolio concentration limits through the
revolving period) consisted of personal loans, which have
experienced greater historical loss rates than other consumer loan
products. In line with the Italian consumer lending market, the
originator only benefits from unsecured recourse against the
obligor on the latter's default. The rest of the portfolio is
composed of auto loans and finalised loans.

Performance in Line with Peers': Fitch expects a stressed portfolio
weighted average (WA) lifetime default rate of 7.3% and a WA
recovery rate of 10.3%. The assumptions - derived over the stressed
portfolio composition at the end of the revolving period - are
based on the originator's historical performance and take into
account the performance during the pandemic (also of other Sunrise
transactions), in addition to Fitch's improved macroeconomic
forecasts for Italy.

Revolving Period Risk Addressed: Fitch has applied a WA stress
multiple of 4.3x at 'AA-sf' to the expected default rates to
reflect possible portfolio deterioration during the 12-month
revolving period. The agency believes that revolving conditions are
adequate and addressed by default stress multiples.

High Excess Spread: The transaction will benefit from a minimum
portfolio yield of 7% during the revolving period. This contributes
to an increase of the cash reserve towards its target of 2.5% of
the current portfolio balance excluding defaulted loans (from 0.5%
of the initial portfolio funded at closing).

Sovereign Cap: The rating of the class A notes is limited to
'AA-sf' by the cap on Italian structured finance transactions of
six notches above Italy's sovereign rating (BBB-/Stable/F3).

RATING SENSITIVITIES

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

-- The class A notes are sensitive to changes in Italy's Long
    Term IDR. A downgrade of Italy's IDR and revision of the 'AA-
    sf' rating cap for Italian structured finance transactions
    would trigger downgrades of the notes rated at this level.

-- Unexpected increase in the frequency of defaults or decrease
    of the recovery rates that could produce losses larger than
    the base case. For example, a simultaneous increase of the
    default base case by 25% and a decrease of the recovery base
    case by 25% would lead to two-notch downgrades of the class A,
    C, D and E notes and three notches for the class B notes.

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

-- The class A notes are sensitive to changes in Italy's Long-
    Term IDR. An upgrade of Italy's IDR and revision of the 'AA-
    sf' rating cap for Italian structured finance transactions
    could trigger upgrades of the notes rated at this level,
    provided sufficient credit enhancement is available to
    withstand stresses at a higher rating.

-- Unexpected decrease of the frequency of defaults or increase
    of the recovery rates that could produce losses smaller than
    the base case. For example, a simultaneous decrease of the
    default base case by 25% and an increase of the recovery base
    case by 25% would lead to two-notch upgrades of the class B, C
    and E notes and three notches for the class D 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

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.


VOLKSBANK: S&P Alters Outlook to Stable & Affirms 'BB+/B' ICRs
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Banca Popolare dell'Alto
Adige Volksbank (Volksbank) to stable and affirmed its 'BB+/B'
long- and short- term ratings on the bank.

S&P said, "The outlook revision to stable reflects that downside
risks to our base-case expectations have diminished. We now expect
Italy's GDP to grow by 6% in 2021 and 4.4% in 2022, eventually
returning to pre-pandemic levels earlier than we previously
thought. This economic recovery will mitigate the consequences that
the pandemic will eventually have on most banks' asset quality,
capitalization, and business stability, in our opinion.

"Our ratings on Volksbank remain underpinned by its strong
footprint in Trentino-Alto Adige, one of the wealthiest regions in
Italy.  Per capita GDP in this region is about EUR40,000, 50%
higher than the Italian average. This strong footprint enhances the
bank's business stability and asset quality metrics through the
economic cycle better than for other regional banks operating in
Italy, in our view. It also results in a stable and granular retail
funding base that covers all the bank's customer loans. We forecast
reported new flows of nonperforming assets (NPAs) will rise in the
coming quarters from the current historic low levels. However, we
expect Volksbank's asset quality metrics will remain more resilient
than most of its domestic peers' over the next couple of years,
benefiting from its strong footprint in a wealthy region and from
its prudent risk management. Supporting this view, we note that
Volksbank took a relatively more prudent stance on advancing
provisions against future pandemic-related losses than most other
small to midsize regional banks based in Italy. As of June 2021, we
observe that loan loss reserves on still performing loans amounted
to 1.2% against an average of 0.6%, while cash coverage of NPAs was
close to that of the largest domestic banks.

"We also expect the bank to preserve its solvency in 2021 and 2022.
We think Volksbank's RAC ratio will remain comfortably above 5% in
2021 and 2022, also benefiting from prudent capital distribution
and the vast use of government and local authority guarantees on
new lending. Moreover, 2021 results will benefit from some material
nonrecurring revenue that will likely allow the bank to
sufficiently cushion the elevated credit provisions--at about 80-85
basis points (bps) on customer loans--that we expect the bank to
set aside this year. We anticipate credit losses will gradually
decrease over the next two years, remaining well below the 100 bps
per year we expect at the system level.

"The stable outlook on Volksbank reflects our view that the bank's
asset quality will only moderately deteriorate over the next 12-18
months and that the bank will preserve its capital position. We
expect the bank to benefit from the current economic recovery in
the Italian regions of Trentino-Alto Adige and Veneto, where the
bank mostly operates.

"We could lower the ratings on Volksbank over the next 12 months
if, contrary to our base-case expectations, we were to conclude
that the bank's asset quality had materially deteriorated, likely
leading to high credit losses and potentially eroding its capital
base. We could also lower the rating if we anticipated that the
bank's RAC ratio would not exceed 5% over the next 12-24 months.

"We could raise the ratings on Volksbank if we concluded that the
economic risks facing the bank had largely diminished, along with
the bank's projected RAC ratio likely to comfortably exceed 7%."




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

GARFUNKELUX HOLDCO 2: Moody's Alters Outlook on B2 CFR to Positive
------------------------------------------------------------------
Moody's Investors Service affirmed Garfunkelux Holdco 2 S.A.'s
corporate family rating of B2 and Garfunkelux Holdco 3 S.A.'s
senior secured debt ratings of B2. The outlook was changed to
positive from stable.

RATINGS RATIONALE

The rating action reflects Moody's expectations for the continued
improvement in the Garfunkelux's credit profile, which has
strengthened over the past year as a result of favorable changes in
the capital structure, following the capital restructuring in
October 2020, as well as stronger profitability, driven by recovery
of collections and improvements in cost efficiency.

In the first six months of 2021, Garfunkelux's earnings turned
marginally positive, following several years of financial losses,
which were further exacerbated in 2020 by the coronavirus pandemic.
On an annualised basis, the company's Debt/EBITDA leverage ratio
improved to 3.9x in the first half in 2021 from 5.4x at YE 2019,
while its interest coverage ratio, measured as EBITDA to Interest
Expense, improved to 3.6x from 2.4x for the same periods. While the
improvement in the leverage and interest coverage ratios also
reflected lower borrowings under the revolving credit facility due
to lower levels of portfolio purchases versus in the pre pandemic
period, Moody's expects that continued strengthening in the
company's EBITDA will mitigate an anticipated increase in borrowing
as the pace of investments picks up.

Garfunkelux's senior secured debt ratings of B2 reflect the
application of Moody's methodology titled Loss Given Default for
Speculative-Grade Companies, published in December 2015, and the
priorities of claims in the company's pro-forma liability
structure.

POSITIVE OUTLOOK RATIONALE

The outlook is positive, reflecting Moody's expectations for the
continued improvement in Garfunkelux's credit profile, driven by
declining leverage and an improvement in the level and quality of
earnings driven by higher portfolio investments, improved cost
efficiencies and stronger margins.

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

Garfunkelux's CFR could be upgraded if the company's financial
performance continues to improve, as evidenced by consistently
positive earnings and improved cash flows, and if its Debt/EBITDA
leverage is reduced further.

The senior secured debt ratings could be upgraded because of 1) an
upgrade of Garfunkelux's CFR or 2) changes to the liability
structure that would increase the amount of debt considered junior
to the notes.

Garfunkelux's CFR will be downgraded if the company's financial
performance deteriorates, leading to an increase in leverage and a
reduction in interest coverage, and to weaker-than expected cash
flows.

The senior secured debt ratings could be downgraded because of 1) a
downgrade of Garfunkelux's CFR or 2) changes to the liability
structure that would increase the amount of debt considered senior
to the notes or reduce the amount of debt considered junior to the
notes.

PRINCIPAL METHODOLOGY

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




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

STAMINA BIDCO: Moody's Assigns 'B2' CFR Amid Planned Refinancing
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and B2-PD probability of default rating to Stamina BidCo BV
(Synthon or the company) the top entity of Synthon's restricted
group, following the planned refinancing. At the same time, Moody's
has assigned a B2 rating to Synthon's new EUR360 million senior
secured term loan B (TLB) due 2028 and its EUR70 million senior
secured revolving credit facility (RCF) due 2028. The outlook on
all ratings is stable.

Synthon is looking to refinance its current capital structure,
which was put in place at the time of the change in ownership in
2019 when BC Partners acquired a majority stake in the company.
Proceeds of the new TLB will be applied to the repayment of
existing debt (EUR290 million) and the payment of transaction
related fees and expenses, with the balance kept on balance sheet
and earmarked to fund a EUR70 million earn out payment relating to
Glatiramer's successful approval in the US (expected in late 2021).
In the event that the earn out payment does not become due, Moody's
expects that the cash would be paid as a dividend to shareholders.

RATINGS RATIONALE

The B2 rating reflects Synthon's leading position in the niche
business-to-business (B2B) segment of development and manufacturing
of generics; its solid market shares in the main Western European
geographies for its top 5 products; the barriers to entry and
customer stickiness derived from its intellectual property (IP) on
developed products; a strong track record of quality and
reliability resulting in longstanding relationships with major
European generics pharmaceutical companies; and adequate liquidity
profile including Moody's expectations of Moody's adjusted free
cash flow (FCF) around EUR15-20 million over the next 12 to 18
months.

Conversely, the rating is constrained by the company's small scale
and high customer and product concentration with the top 5
customers representing around 40% of B2B revenue, and the top 3
molecules, 45%, although the company has breadth in terms of number
of contracts per customer and per product, longstanding
relationships with main customers, and exposure to different
therapeutic areas, which partially mitigates concentration; its
high Moody's adjusted gross leverage that the agency expects at
5.1x at the end of 2021 with deleveraging relying on earnings
growth and successful launch of new products; and the potential
risk that products in the future development pipeline do not get
approved, thus losing investments made, or that future launches are
delayed past the date of the originator brand's exclusivity loss,
when speed to market is essential to capture market share, although
the company has a good track record in these respects.

Under its ESG framework, Moody's regards the company's high
tolerance for leverage as a governance risk.

Moody's expects Synthon's revenue to grow in the mid-single digits
in percentage terms over the next two years. Growth will be mainly
driven by the expected launch of four new generic products in
oncology and multiple sclerosis which are already contracted and
approved, except the Glatiramer approval in the US. While these new
launches are under contract, Synthon's future revenue will depend
on the new generics' market penetration and the market share
captured by Synthon's partners.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Synthon's
operating performance will continue to be strong over the next 12
to 18 months, allowing earnings growth and good FCF generation, and
that Moody's adjusted gross debt will improve towards 4.5x. The
outlook assumes that the company will not undertake any major
debt-funded acquisitions or shareholder distributions, and that
Glatiramer will be successfully approved and launched in 2022 in
the US as planned by the company.

LIQUIDITY

Moody's expects Synthon to have adequate liquidity over the next
12-18 months, supported by cash balances of EUR80 million pro forma
the transaction, of which EUR70 million are earmarked for the earn
out payment; access to its RCF of EUR70 million which Moody's
expects to be undrawn at closing; annual Moody's adjusted FCF of
around EUR15-20 million; and no debt maturities until 2028.

The RCF includes a springing financial covenant set at a senior
secured net leverage of 8.7x, tested only when the RCF is drawn by
more than 40%. Moody's anticipates that the company will have
significant capacity against this threshold if tested.

STRUCTURAL CONSIDERATIONS

The B2-PD PDR, in line with the CFR, reflects Moody's assumption of
a 50% family recovery rate, typical for covenant lite secured loan
structures.

The B2 rating assigned to the EUR360 million senior secured TLB and
EUR70 million RCF reflects their pari passu ranking, with upstream
guarantees from material subsidiaries of the Synthon group that
account for at least 80% of the group's EBITDA. The security
package consists of share pledges, intragroup receivables, and
material bank accounts.

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

Upward pressure could arise if Synthon's leverage ratio (defined as
Moody's adjusted gross debt/EBITDA) trends well below 4.5x on a
sustained basis supported by a prudent financial policy and if its
Moody's adjusted FCF to debt is above 10% on a sustained basis,
while maintaining a good operating performance and adequate
liquidity.

Conversely, downward pressure could develop if the company's
leverage ratio increases above 5.5x sustainably; there are
unfavorable developments in the new product launches or operating
performance leading to a Moody's adjusted FCF to debt well below 5%
on a sustained basis or a to a deterioration of the company's
liquidity profile; or if the company embarks on significant
debt-funded acquisitions or shareholder distributions.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Synthon, founded in 1991, is a leading player in the niche B2B
pharma segment of developing, manufacturing and out-licensing
generics pharmaceuticals. The company has a customer base of around
200 B2B customers, serving in around 100 countries. Synthon is a
vertically integrated company, having four development and
manufacturing units. The company generated company adjusted revenue
of EUR294 million and company adjusted EBITDA of EUR77 million for
the last twelve months ending June 2021, and it has been ultimately
majority-owned by BC Partners since 2019.


SYNTHON: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Netherlands-based pharmaceutical generics company Synthon (Stamina
Bidco BV), and its 'B' issue rating and '3' recovery rating to the
group's proposed EUR360 million term loan B (TLB).

Despite Synthon's product and customer concentration, its
intellectual property (IP) retention and vertically integrated
business model are key credit strengths. The group is a niche
European finished form products manufacturer, mostly focused on the
business-to-business (B2B) space (91% of its 2021 estimated
revenue), where it serves more than 200 - pharmaceutical companies
with market authorization rights for both generic and
patent-protect drugs. Synthon manufactures a range of finished form
products for these customers using in-house developed drug
formulation processes, for which it holds intellectual property
(IP) rights. The company is also present in the
business-to-customer (B2C) space (9%) in Mexico and Chile, allowing
it to launch its generic pharma products early before proceeding to
more regulated and high-margin markets such as Europe. Overall,
this enables the group to understand the cost structure and market
robustness of its products before introducing them to its main
markets. Synthon selects the products to develop a generic version
of, then produces API and does drug formulation in-house with a
broad range of capabilities across steriles, solids, blisters, and
vials. It also has an IP and regulatory team to navigate both the
patent landscape and drug approval processes. Synthon benefits from
a vertically integrated business model with broad technology,
offering capable API development, formulation development, IP and
regulatory services, manufacturing (API and finished products), and
licensing and supply.

S&P said, "Our assumptions reflect solid revenue visibility thanks
to long sales contracts and relatively high switching costs
compared to potential customer savings. We understand that the IP
retention acts as a barrier for customers to switch to a CDMO
competitor. The company's retention rate is optimal, at more than
99%, which is thanks to not only the IP, but also quality, pricing,
and safety considerations. Its contracts have a five-year span,
with usual binding volumes of three months before delivery.
Therefore, we see high revenue visibility with regard to the
existing products portfolio, although actual volumes could vary
during the year, reflecting underlying products demand.
Furthermore, the group enjoys a diversified customer base." The top
five customers represent 29% of pro forma revenue, with only one
customer representing around 15%, which itself is split across
several products and markets. The company has stable customer
relationships that span for more than 20 years on average.

Nevertheless, S&P sees some risks from volatility in demand,
underlined by product concentration in Synthon's portfolio. The
company's portfolio focuses on oncology and urology, which
represent 30% and 25% of 2021 estimated revenue, respectively,
streaming from the company's aim to specialize in oncology.
However, while its pipeline should widen with other product
launches scheduled for 2022 and 2023, S&P sees a lasting product
concentration over the next 18-24 months. The top 3 products
represent 39% of 2021 estimated revenue, with the top product
representing 22%. This product, Tamsulosin, has been in the market
for more than 15 years and considered widely genericized, although
this is somehow offset by the company's formulations over three
type of finished dosage, including capsules, pellets, and tablets.
Moreover, in-house production capacity is limited by the few
manufacturing sites. The company operates four manufacturing sites,
including R&D and drug product manufacturing plants in Spain and
Chile and drug substances manufacturing plants in Czech Republic
and Argentina. Capacity use is high in all locations, and the
company can outsource some of its production (for capsules,
pellets, and tablets). Therefore, S&P viewS this concentration as a
constraint considering manufacturing capacity as key for any
finished form products manufacturer, especially if vertically
integrated, in addition to some risks that could arise from
delivery hiccups, safety issues, obsolescence of some therapies, or
failure to manage the off-patent regulatory process to fuel the
product pipeline.

The CDMO market should continue to expand 6%-8% over the next three
years, underpinned by higher growth in the small molecules segment.
This growth should come from increasing outsourcing penetration and
underlying growth in pharmaceutical demand. Within the small
molecules segment, which the company expects to represent more than
50% of the global pharma market by 2025, Synthon is primarily
focusing on complex generic products, with outsourcing growth
expected at 26%-28% within its market. This reflects growth in the
overall pharma market in the next four years thanks to a higher
number of expiring patents during this period. S&P said, "However,
we understand that some treatments could become obsolete if any
other therapies are found to be successful, which demands that the
company invests continuously in its R&D activities, to be the first
to market, which is key for any generics company. Given the
complexity of its products and their high potency, in addition to
the many production sites, we see operational execution as the key
risk to the rating, that could arise from products recalls or
quality test failure." Therefore, any misplaced orders or delays in
deliveries, loss of key accounts, or shortage in capacity could put
pressure on the rating.

Profitable growth, supported by investment, should allow Synthon's
S&P Global Ratings-adjusted leverage to stabilize at 5x-6x over the
next couple of years, although capital expenditure (capex) will
absorb most operating cash flows over the next 12-18 months. S&P
assumes growth capex of EUR25 million-EUR30 million per year for
the company over the next two years, including maintenance capex of
EUR9 million. Investments will use most of Synthon's internally
generated cash flows in the same period, which increases the
importance of existing molecules' expansion to new markets with
current customers (as patents expire in those markets) and new
customers, along with improved profitability and increased EBITDA
base. In addition to capitalized R&D costs of EUR7 million-EUR8
million per year, which depreciates the company's S&P Global
Ratings-adjusted EBITDA consisting of treating of capitalized R&D
costs as expenses. S&P said, "Therefore, we assume Synthon will
deliver adjusted EBITDA of at least EUR70 million in 2021 and EUR75
million in 2022, allowing it to reduce leverage to about 5.0x in
2022 from 5.3x in 2021. Our estimate reflects significant organic
growth of about 1.5% in 2021 and 6.5% in 2022, supported by
long-term contracts. This is broadly in line with the group's
historical track record. We expect the company's S&P Global
Ratings-adjusted EBITDA margin will improve to 26% in 2022 and
27%-28% in 2022, benefiting from ongoing product launches,
increasing scale, and greater usage of its manufacturing network
(including manufacturing outsourcing)."

Despite healthy free operating cash flow (FOCF) levels starting
2022, debt-financed acquisitions could jeopardize the group's
projected deleveraging path. Rating pressure could emerge from the
group's failure to deleverage toward 5x S&P Global Ratings-adjusted
leverage, and inability to sustainably maintain FOCF of EUR25
million-EUR30 million from 2022, from a flat level in 2021. S&P
said, "Our adjusted debt calculations include the proposed EUR360
million senior secured TLB, EUR4 million of adjustments related to
lease liabilities, and other debts of around EUR5 million
(including loans in Chile and Spain). We do not deduct any cash
from our leverage calculations, due to BC Partners'
financial-sponsor ownership. The group's liquidity will benefit
from the EUR70 million RCF, which we assume will remain undrawn."

S&P said, "The stable outlook reflects our view that Synthon's
operating performance will remain resilient, although we expect
fiscal 2021 will be characterized by flat FOCF, mainly because of
expansionary capex and higher working capital requirements, before
increasing to sustainable levels of EUR20 million-EUR30 million in
2022 and 2023. From fiscal 2023, FOCF improves mainly thanks to
better operating leverage and lower working capital requirements.
Under our base-case scenario, we expect Synthon will maintain
EBITDA cash interest coverage well above 3x, while S&P Global
Ratings-adjusted debt to EBITDA will remain at 5x-6x.

"We could downgrade Synthon if it experiences material
deterioration in its operating performance due to declining sales
or lower profitability than anticipated, and is therefore unable to
maintain its S&P Global Ratings-adjusted leverage firmly above 6x
or maintain EBITDA interest coverage fell close to 2x." This
scenario could stem, for example, from:

-- The loss of key customers;

-- Nonrenewal of contracts; or

-- A significant increase in production and distribution costs,
with an inability to pass through costs to customers.

S&P said, "We could also downgrade Synthon if it cannot generate
healthy and recurring FOCF, with it turning negative without any
prospect of return to positive territory with normalized capex,
resulting in a material deterioration in its credit metrics that
would hamper expected deleveraging.

"We could take a positive rating action if Synthon demonstrated
strong deleveraging, with adjusted debt to EBITDA comfortably below
5.0x, and a long-term commitment to a conservative financial
policy. For an upgrade, we would also expect the group to report a
good track record of positive FOCF above our base-case scenario.
This scenario could result, for example, from significant gains in
market share through larger contract gains, robust growth from
product developments, and sound operating efficiency."




===========
P O L A N D
===========

GETIN NOBLE: Fitch Lowers Viability Rating to 'cc', Off Watch Neg.
------------------------------------------------------------------
Fitch Ratings has downgraded Getin Noble Bank S.A.s (Getin)
Viability Rating (VR) to 'cc' from 'ccc' and removed it from Rating
Watch Negative (RWN). At the same time, Fitch has affirmed the
bank's Long-Term Issuer Default Rating (IDR) at 'CCC' and removed
it from RWN.

The VR downgrade reflects the breach by Getin of its 6% minimum
unconsolidated regulatory Tier 1 ratio, with the actual ratio
falling to an estimated 5.8%, and Fitch's view that despite modest
signs of profitability improvement it is unlikely that the bank
will be able to sustainably recover its ratio above 6% over the
next 12-18 months. As a result, Fitch believes that Getin's failure
appears probable.

The breach was mainly driven by the inflation of the Swiss franc
against the Polish zloty and negative revaluation of the bank's
bond portfolio due to a spike in yields on Polish government bonds,
following a rate hike by the Polish central bank. However, more
deep-seated problems within the bank's performance and solvency
remain, given potential legal losses on the foreign-currency
mortgage portfolio and the forthcoming amortisation of the IFRS9
introduction impact.

The affirmation of the bank's IDR reflects Fitch's view that the
risk of default on the bank's senior obligations remains high but
is moderately lower than the bank's risk of failure. This reflects
the bank's reasonable liquidity, Fitch's view that Getin is likely
to be resolved rather than liquidated and uncertainty about whether
resolution will involve losses being imposed on the bank's senior
creditors.

KEY RATING DRIVERS

IDR, VR AND NATIONAL RATINGS

The ratings of Getin predominantly reflect persistent capital
pressures and its breach of regulatory capital ratios. Failure of
the bank appears probable because internal capital generation is
not sufficient to address its worsening capital shortfall, which is
likely to be exacerbated by the further amortisation of the delayed
IFRS 9 introduction effect and legal risks related to its
Swiss-franc mortgage portfolio.

The latest capital contraction further limits Getin's ability to
absorb the upcoming amortistion of the IFRS9 introduction effect.
By 1 January 2023, amortisation of IFRS9, including the impact of
Covid 19-related provisioning amortisation, will result in a
reduction in Getin's CET1 capital equal to 1.9% of end-1H21
risk-weighted assets (RWAs). Additionally, potential legal losses
on its foreign-currency (FC) mortgage portfolio, which will require
further provisioning as lawsuits continue to be brought against the
bank, will likely put additional pressure on the bank's
profitability (albeit this modestly improved in 2Q21).

Getin plans to address its capital shortfall mainly through
improved profitability and amortisation of high capital-absorbing
Swiss-franc loans (resulting in an estimated 3% reduction of RWAs
annually, according to the bank). Fitch believes internal capital
generation remains challenging for Getin and, even assuming no need
to create additional sizeable legal provisions, it will take the
bank several years to restore its capital ratios above its combined
buffer requirement. However, Fitch does not expect immediate
sanctions on the bank as long as management is able to demonstrate
some profitability improvements and capital ratios do not fall
sharply from current levels.

Getin managed to record a small profit on a quarterly basis in
2Q21, underpinned by a materially lower cost of risk, improvements
in operating efficiency and stabilisation of net interest income.
Additionally, the bank's profits should gradually benefit from the
interest-rate increase announced in October 2021 by the National
Bank of Poland (NBP). However, prospects remain clouded by
continually depleting capital ratios, which limit Getin's ability
to grow the bank's lending. The bank will still likely report a
loss for 2021 (after a loss in 1Q21) and its ability to
meaningfully improve profitability over the next 12 months to
absorb capital pressures remains limited, while any need to book
additional legal provisions on the bank's FC mortgage could easily
outweigh any improvements in underlying performance.

Legal risks related to the Swiss-franc mortgage portfolio continue
to rise, reflected in the continued inflow of lawsuits filed
against Getin. At end-1H21, the value of litigation claims
increased to about the level of the bank's CET1 capital.
Legal-provision coverage of the Swiss-franc mortgage portfolio
remains low at about 4%, much lower than levels seen at other
Polish banks with material FC mortgage loans. In Fitch's view,
legal provisions, coupled with modest lending growth in the bank's
core product of unsecured retail loans and still high levels of
loan impairment charges, will continue to weigh on profitability,
making it difficult for Getin to address its capital needs in the
short-to-medium term.

Asset quality is weak, with an impaired loans ratio of 18.9% at
end-1H21 (19.7% at end-2020). Inflows of new impaired loans have
normalised, as economic recovery gathers pace. However, loan-book
amortisation and weak new loan origination in core segments weigh
on the bank's asset-quality metrics, which will only be moderately
cushioned by Getin's resumption of sales of non-performing loans.

Funding and liquidity have been stable since deposit outflows in
2018, underpinned by a fairly granular customer deposit base and
reasonable liquidity holdings. However, liquidity risks remain
heightened by Getin's capital problems. The latter have also
resulted in weakening access to wholesale markets for FC liquidity,
as evident in the need to access NBP's swap facilities.

The National Ratings reflect the bank's creditworthiness relative
to Polish peers'. The Negative Outlook on the bank's National
Long-Term ratings reflects Fitch's view that risks to the bank's
creditworthiness relative to Polish peers' are skewed to the
downside.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating Floor (SRF) of 'No Floor' and the Support Rating
(SR) of '5' for Getin reflect Fitch's view that potential sovereign
support for the bank cannot be relied on. This is underpinned by
the Polish bank resolution legal framework, which requires senior
creditors to participate in losses, if necessary, instead of a bank
receiving sovereign support.

RATING SENSITIVITIES

IDRS

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

-- Increase in the risk of losses being imposed on the bank's
    senior creditors in resolution.

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

-- An upgrade of the bank's VR to 'CCC+' or above.

VR

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

-- Tier 1 capital ratio falling below 4.5% of RWAs;

-- A material increase in contingent risk to the bank's capital
    from its FC mortgages;

-- Dependence on prolonged regulatory forbearance of an
    extraordinary nature or the start of a resolution process;

-- Failure to improve earnings to a level that allows absorption
    of the IFRS 9 amortisation in its regulatory capital.

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

-- Restoring internal capital generation and sustainably
    increasing capital ratios to levels above regulatory
    requirements.

NATIONAL RATINGS

The National Ratings are sensitive to changes in the bank's
Long-Term IDR.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of Getin's SR and upward revision of the bank's SRF
would be contingent on a positive change in the sovereign's
propensity to support the bank, which Fitch does not expect given
the resolution legislation in place.

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.




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

RUSSIAN AGRICULTURAL: Moody's Affirms Ba1 LongTerm Deposit Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Russian Agricultural Bank's
(RusAg) Baseline Credit Assessment and Adjusted BCA of b3, its
long-term local and foreign currency deposit ratings of Ba1, its
long-term Counterparty Risk Assessment (CR Assessment) of Ba1(cr)
and its long-term local and foreign currency Counterparty Risk
Ratings (CRRs) of Ba1. The bank's Not Prime short-term deposit
ratings and CRRs and its Not Prime(cr) short-term CR Assessment
were also affirmed. The outlook on the long-term deposit ratings
and the issuer outlook remain stable.

RATINGS RATIONALE

The affirmation of RusAg's b3 BCA reflects the balance between the
recent improvements in the bank's asset quality and profitability
and its still low IFRS capital. RusAg's BCA is also underpinned by
RusAg's limited reliance on market funding, solid liquidity and the
ongoing support for the bank from the state, while high
concentration in large loans remains a constraint on the BCA.

RusAg's asset quality has improved substantially over the past 2.5
years: its share of problem loans has declined to 9% as of July 1,
2021 from 15% as of year-end 2019 and 21% as of year-end 2018,
which was driven by legacy problem loan sales, write-offs and
workouts. The bank's asset quality held up well to the
pandemic-induced downturn, because it has limited exposures to the
most vulnerable borrowers.

After a long period of heavy losses over 2014-17 and close to
break-even performance over 2018-19, RusAg turned profitable in
2020 and the first half of 2021, posting a return on average assets
(ROAA) of 0.3%-0.6%. The key driver of the recent improvements in
the bank's profitability has been a decline in credit costs.

RusAg's thin capital buffer under IFRS is the main factor that
constrains its BCA. As of June 30, 2021, the bank's ratio of
tangible common equity (TCE) to risk-weighted assets (RWA) was
4.7%, and Moody's expect it to remain at 4.5%-5% in the next 12-18
months. Regular capital injections from the government will
continue support the bank's capital position, yet the additional
capital be channeled to grow of lending to the agricultural
sector.

VERY HIGH GOVERNMENT SUPPORT

The affirmation of the bank's deposit ratings reflects a very high
probability of government support into RusAg's senior unsecured
debt and deposit ratings, which results in a five notch uplift to
the ratings from its BCA.

Moody's assessment is underpinned by the bank's full ownership by
the Russian government and its policy role as the main agribusiness
lender in the country. RusAg has benefitted from frequent capital
support from the government, and it is included in the Central Bank
of Russia's list of the country's 12 systemically important banks.

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

RusAg's BCA could be upgraded, if the bank sustains the recent
improvements it its asset quality and profitability and strengthens
its capital position. A rating upgrade would require a combination
of a higher BCA and a higher sovereign rating, given that RusAg's
deposit and senior unsecured debt ratings already incorporate five
notches of uplift due to government support and are positioned
relatively high in Russia's context. RusAg's ratings could be
downgraded, if the bank's financial profile significantly
deteriorates, or if the government's capacity or propensity to
support systemically important financial institutions diminishes.

LIST OF AFFECTED RATINGS

Issuer: Russian Agricultural Bank

Affirmations:

Baseline Credit Assessment, Affirmed b3

Adjusted Baseline Credit Assessment, Affirmed b3

Long-term Bank Deposits, Affirmed Ba1, Outlook remains Stable

Senior Unsecured Debt Rating, Affirmed Ba1, Outlook remains
Stable

Long-term Counterparty Risk Assessment, Affirmed Ba1(cr)

Long-term Counterparty Risk Ratings, Affirmed Ba1

Short-term Bank Deposits, Affirmed NP

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

Short-term Counterparty Risk Ratings, Affirmed NP

Outlook Action:

Outlook remains Stable

PRINCIPAL METHODOLOGY

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


TINKOFF BANK: Moody's Raises LongTerm Deposit Ratings to Ba2
------------------------------------------------------------
Moody's Investors Service has upgraded Tinkoff Bank's long-term
local and foreign currency bank deposit ratings to Ba2 from Ba3 and
its senior unsecured debt rating to Ba2 from Ba3. At the same time,
Moody's has upgraded the bank's long-term Counterparty Risk Ratings
(CRR) to Ba1/NP from Ba2/NP, its long-term Counterparty Risk
Assessment (CR Assessment) to Ba1(cr)/NP(cr) from Ba2(cr)/NP(cr).
Concurrently, Moody's affirmed the bank's ba3 Baseline Credit
Assessment (BCA) and Adjusted BCA, B3(hyb) hybrid subordinated debt
rating and Not Prime short-term local and foreign currency deposit
ratings. The outlook remains positive.

RATINGS RATIONALE

The upgrade of Tinkoff Bank's ratings reflects Moody's view that
the probability of the bank's deposits benefiting from support from
the Central Bank of Russia (CBR) should it be needed is now high.
This results in one notch of uplift to the bank's deposit ratings
from its BCA of ba3. The upgrade follows the CBR's announcement on
October 11, 2021 that it formally designated Tinkoff Bank as a
systemically important financial institution (SIFI). [1]

The affirmation of Tinkoff Bank's BCA and Adjusted BCA reflects its
diversifying revenue base; robust loss-absorption capacity
underpinned by solid earnings generation; flexible business model,
profitable through the credit cycle; and sound liquidity buffer,
supported by short asset duration and low reliance on wholesale
funding. At the same time, the ratings remain constrained by the
bank's exposure to unsecured consumer lending, active business
growth, and regulatory and competitive pressure in Russia.

Being designated systemically important bank, Tinkoff Bank is a
subject to the tightened regulatory requirements that apply to
systemically important banks in accordance with the Basel III
standards, including the capital surcharge, liquidity coverage
ratio and net stable funding ratio. Systemic importance gives the
bank the right to apply for a committed credit line facility from
the CBR, which can be used both to meet its liquidity coverage
ratio requirement and for liquidity support, in case of need.

POSITIVE OUTLOOK

The positive outlook on Tinkoff Bank's long-term deposit and senior
unsecured debt ratings reflects the bank's strengthening business
diversification, with an increasing share of non-credit business
revenue, which makes its earnings less cyclical and underpins its
loss-absorption capacity.

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

Upward pressure on Tinkoff Bank's BCA could be driven by further
improvement in business diversification or strengthening of its
credit profile with a reduction of asset risk and higher capital
adequacy. A downgrade of Tinkoff's ratings is unlikely given the
positive outlook. Downward pressure on the bank's BCA could arise
if Tinkoff Bank's credit profile weakens as a consequence of an
unexpected deterioration of any of its financial fundamentals.

LIST OF AFFECTED RATINGS

Issuer: Tinkoff Bank

Upgrades:

Long-term Counterparty Risk Assessment, Upgraded to Ba1(cr) from
Ba2(cr)

Long-term Counterparty Risk Ratings, Upgraded to Ba1 from Ba2

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 from Ba3,
Outlook Remains Positive

Long-term Bank Deposit Ratings, Upgraded to Ba2 from Ba3, Outlook
Remains Positive

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed ba3

Baseline Credit Assessment, Affirmed ba3

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

Short-term Counterparty Risk Ratings, Affirmed NP

Short-term Bank Deposit Rating s, Affirmed NP

Subordinate Regular Bond/Debenture, Affirmed B3(hyb)

Outlook Action:

Outlook, Remains Positive

PRINCIPAL METHODOLOGY

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




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

BELLIS FINCO: Moody's Cuts CFR to Ba3 & Rates GBP500MM Notes Ba3
----------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Bellis Finco PLC, a holding company formed to effect the
acquisition of ASDA Group Limited by the Issa Brothers and TDR
Capital from Walmart Inc. ("Walmart", Aa2 stable) to Ba3 from Ba2.
Concurrently, Moody's has assigned a Ba3 rating to the envisaged
equivalent GBP500 million backed senior secured notes to be issued
by Bellis Acquisition Company PLC, a fully-owned subsidiary of
Bellis Finco PLC.

At the same time, Moody's has downgraded Bellis' probability of
default rating (PDR) to Ba3-PD from Ba2-PD and to Ba3 from Ba2 the
ratings of the following existing debt instruments issued by Bellis
Acquisition Company PLC: 1) the GBP195 million senior secured first
lien term loan A due August 2025, 2) the EUR845 million senior
secured first lien term loan B due February 2026, 3) the GBP2.25
billion backed senior secured notes due February 2026, and 4) the
GBP500 million senior secured first lien revolving credit facility
due August 2025. Moody's has also downgraded to B2 from B1 the
rating of the GBP500 million backed senior unsecured notes due
February 2027 issued by Bellis Finco PLC. The outlook on both
entities remains stable.

RATINGS RATIONALE

ASDA's Ba3 CFR reflects 1) its established market position and
significant scale in the UK grocery sector, 2) the stable demand
for groceries, resulting in relatively stable and recurring cash
flow generation, 3) ongoing focus on efficiency and cost reductions
and 4) an established and further expanding online offering.

Less positively, the rating also reflects 1) the very competitive
nature of the UK grocery business, 2) a higher, albeit declining
reliance on large store formats compared to peers, 3) relatively
higher leverage compared to rated peers, 4) a lack of operational
and financial track record under the new ownership, including some
moderate risks from the separation from Walmart, and 5) more
limited governance oversight compared to listed peers.

With a market share of around 12%, ASDA is the third largest grocer
in the UK, only marginally below Sainsbury's but well behind Tesco
Plc (Baa3 stable). The UK grocery market is very competitive both
at national and local level across all formats but particularly
across traditional supermarkets and hypermarkets, which represent
80% of ASDA's revenue. The company benefits from a low risk
business profile thanks to its predominant focus on grocery
retailing, accounting for around 85% of its product offering.
Demand for food is subject to much less severe fluctuations, cycles
and seasonal variations than non-food retail, as demonstrated by
the company's relatively stable and recurring cash flow generation.
Prior to the current coronavirus pandemic, the food retailing
sector was expected to grow by around 3% (in nominal terms) per
year until 2023.

Like all of the "Big 4" supermarkets, ASDA has faced competitive
challenges in the last decade due to the changing dynamics of the
UK food market, as a result of which ASDA has seen revenues
decline. With a portfolio of shops leaning towards the North of
England and Scotland and a value-conscious customer base, ASDA has
been particularly exposed to competition from the discounters while
booming online shopping negatively impacted on its non-food
business. While the sales decline slowed down between 2016-18, it
had started to accelerate again, before the lockdown measures
temporarily benefitted the larger supermarkets with an online
offering at the expense of the discounters. ASDA has currently a
small, but growing presence in the convenience grocery segment, and
has announced the expansion of its Asda on the Move convenience
format to 33 of EG's UK forecourt sites by the end of 2021 with a
further 200 being rolled out in 2022. The convenience grocery
segment is one of the fastest growing grocery retail formats in
recent years.

ASDA has historically operated as a standalone entity of Walmart,
with limited reliance on its former parent company with one
important exception, as the company is fully integrated with
Walmart's IT organisation. Moody's understands that Walmart will
provide relevant services through the transition as part of various
separation agreements.

Moody's regards the coronavirus outbreak as a social risk given the
substantial implications for public health and safety. There are
also material contingent liabilities related to ASDA's personnel,
including the equal value legal claim. ASDA's directors believe
that there are substantial factual and legal defences to these
claims and intend to defend the claims. No provision has been
recognised on the basis that any potential liability arising is not
considered probable by the company's directors but there is an
indemnity in place from Walmart, albeit the value of the indemnity
has not been disclosed. At December 2020, ASDA had around 145,000
staff.

Governance considerations relevant to ASDA's credit profile include
lacking a track record under the new ownership and without a clear
long-term leverage target, the use of PIK debt outside the
restricted group creating structural complexity, and currently
limited governance oversight. The Rating Agency understands that
the company intends to set up a board consisting of a chairman, an
independent non-executive director and audit chair, in addition to
four board representatives from the new shareholders and one from
Walmart.

RATIONALE FOR THE DOWNGRADE

The rating action reflects the announcement on October 18 that the
company will not sell its petrol fuel stations to EG Group Limited
as previously envisaged. The decision not to proceed with the
forecourt transaction will result in a GBP500 million additional
gross debt compared to Moody's expectations at the time of the
assignment of the first-time rating. Moody's estimate that the
failure to complete the sale will result in higher leverage,
measured in terms of Moody's adjusted gross debt to EBITDA, to
initially increase to 5.9x as of June 30, 2021 compared to 5.2x
previously expected. The company intends to use GBP250 million of
the GBP491 million cash available as at 30 June 2021 to partly
repay a GBP750 million bridge loan funding the previously envisaged
disposal.

The increase in leverage compared to the agency's initial forecast
is due to the decision not to dispose of the petrol stations
resulting in higher pro forma debt. The increase in leverage is
also driven by higher lease liabilities from the sale and lease
back of the distribution assets divestiture than previously
factored-in Moody's assumptions and, going forward, slightly
greater operating headwinds from inflation pressures compared to
the agency's previous expectations.

Although the agency expects leverage to reduce towards 5.5x in
2022, the downgrade reflects Moody's view that ASDA's leverage will
remain above 5x over the next 12-18 months, which was the
requirement for the previous rating.

LIQUIDITY

Moody's considers ASDA's liquidity profile to be adequate,
supported by the undrawn GBP500 million senior secured first lien
revolving credit facility (RCF) in addition to GBP229 million cash
available after the envisaged repayment of GBP250 million of the
bridge loan. The company is expected to generate significant
positive free cash flow after debt service costs on an annual
basis.

STRUCTURAL CONSIDERATIONS

The first lien instrument ratings are in line with the CFR
reflecting the limited cushion provided by the backed senior
unsecured notes.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that ASDA's
leverage will reduce between 5.0x-5.75x over the next 12-18
months.

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

Although unlikely at this stage, the ratings could be upgraded if
Moody's-adjusted leverage reduces sustainably below 5x, with a
clear financial policy in line with lower leverage. An upgrade
would also require a material increase in free cash flow, with free
cash flow to debt improving to at least 10%. An upgrade would also
require the absence of major execution challenges and adequate
liquidity.

The ratings could be downgraded if leverage remains above 5.75x on
a Moody's-adjusted basis over the next 12-18 months, or if there is
evidence of a more aggressive financial policy, including
shareholder distributions, or if the company generates negative
free cash flows. A downgrade could ensue also in case of material
execution issues following the separation from its former parent,
or if liquidity concerns arise.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail Industry
published in May 2018.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Bellis Acquisition Company PLC

Senior Secured Bank Credit Facility, Downgraded to Ba3 from Ba2

BACKED Senior Secured Regular Bond/Debenture, Downgraded to Ba3
from Ba2

Issuer: Bellis Finco PLC

Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD

LT Corporate Family Rating, Downgraded to Ba3 from Ba2

BACKED Senior Unsecured Regular Bond/Debenture, Downgraded to B2
from B1

Assignments:

Issuer: Bellis Acquisition Company PLC

BACKED Senior Secured Regular Bond/Debenture, Assigned Ba3

Withdrawals:

Issuer: Bellis Acquisition Company PLC

Senior Secured Bank Credit Facility, Withdrawn , previously rated
Ba2

Outlook Actions:

Issuer: Bellis Acquisition Company PLC

Outlook, Remains Stable

Issuer: Bellis Finco PLC

Outlook, Remains Stable

COMPANY PROFILE

With GBP22.8 billion revenue in 2020, ASDA is the third largest
grocery retailer in the UK. Revenue is split between GBP20.3
billion goods (the bulk of which represented by food) and GBP2.4
billion fuel. Food sales are roughly equally split between fresh &
produce and ambient. The split between in-store and online sales
was around 83%/17%. Headquartered in Leeds, West Yorkshire, the
group had around 145,000 employees and 18 million customers at the
end of 2020.

HIDER FOODS: Bought Out of Administration by New Company
--------------------------------------------------------
Business Sale reports that Hull-based dried fruit and nuts importer
Hider Foods has been acquired out of administration by a newco.

The company, which was incorporated in 1965, fell into
administration earlier this month after succumbing to a variety of
factors, including COVID-19 and post-Brexit import rules, Business
Sale relates.

Howard Smith and Rick Harrison of Interpath Advisory were appointed
as the company's joint administrators on Oct. 15, immediately
securing a sale of the business and its assets in a deal which
preserved around two thirds of the workforce, Business Sale
relates.

Hider Foods suffered a massive hit during the COVID-19 pandemic,
which had a significant impact on both its customer and supplier
base, Business Sale discloses.  In the year ending December 31
2020, Hider Foods reported revenue of GBP14 million, down 36.2%
from close to GBP22 million a year earlier, and fell to a GBP1.85
million post-tax loss, Business Sale notes.

According to Business Sale, at the time, the company reported that:
"The COVID-19 pandemic has severely affected the performance of the
business this year.  The numerous lockdowns impacted our customer
and supplier base significantly.  The focus of the business moved
to meeting the needs of our customer base that remained open, to
provide crucial food supplies to the nation."

"The severe reduction in turnover and erosion of margins resulted
in the company incurring a significant loss for the year, which has
further deteriorated the balance sheet position, although the
property owned by the business continues to climb in value."

"As the business recovers from the pandemic, the Directors have
reduced expectations on revenue, whilst protecting margins as well
as continued reductions in overheads lead us to an improved
performance in the current year."

The directors added that: "A sale and leaseback agreement was also
reached for our main trading premises, which has allowed us to
redeem a significant portion of our secured debt, and release the
remaining funds into working capital."

In addition to COVID-19, the company was also significantly
impacted by post-Brexit import rules, which exacerbated issues
within its supply chain, Business Sale states.  In May 2021, the
company sought to further improve its balance sheet with the sale
of its branded wholesale division, Business Sale recounts.

However, the business continued to incur losses, severely worsening
its working capital position and leading to increasing pressure
from creditors, according to Business Sale.  As a result, directors
opted to place Hider Foods into administration, Business Sale
relays.


MOUNT GROUP: COVID-19, Brexit Prompt Administration
---------------------------------------------------
Business Sale reports that Mount Group Student NatEx Ltd, the
company behind the GBP45 million NatEx student accommodation
project in Liverpool, has fallen into administration as a result of
COVID-19 and Brexit.

Patrick Lannagan and Julien Irving of advisory firm Mazars have
been appointed as joint administrators to the company, a subsidiary
of Mount Property Group, and are now working to secure the future
of the project, Business Sale relates.

The NatEx project, which remains largely unfinished, was acquired
by Mount Property Group from Welsh firm Anwyl in 2018, Business
Sale discloses.

"The administrators are presently assessing the financial position
of the company with a view to determining the optimal strategy for
the completion of the development," Business Sale quotes Mr.
Lannagan as saying.

"The company's financial position has been adversely affected by
delays and increased costs resulting from, among other factors, the
COVID-19 pandemic and supply chain issues associated with the
pandemic and Brexit."

Mr. Lannagan added that the administration only concerns Mount
Group Student NatEx Ltd, with no other businesses in the Mount
Property Group affected, Business Sale notes.


NMCN: BDO Faces FRC Investigation Over Audit
--------------------------------------------
Michael O'Dwyer at The Financial Times reports that BDO is under
investigation by the UK accounting regulator over its audit of
collapsed construction company NMCN.

According to the FT, the Financial Reporting Council said on Oct.
21 it was examining the challenger firm's audit of the 2019
financial statements, NMCN's final set of accounts before it filed
for administration on Oct. 4.

The demise of NMCN, formerly North Midland Construction, followed a
months-long delay announcing its financial results for 2020 and
protracted attempts to secure fresh financing, the FT notes.

The London-listed group said in May it expected to announce
underlying pre-tax losses of GBP24 million, including GBP6 million
attributable to 2019, the FT relates.  Trading in NMCN's shares was
suspended in June and by August, estimated losses for 2020 had
ballooned to GBP43 million but the accounts were never signed off,
the FT discloses.

BDO resigned in July after 10 years as auditor of NMCN, which
reported revenues of nearly GBP406 million and pre-tax profits of
GBP7.7 million for the year to December 31, 2019, the FT recounts.
A Companies House filing shows BDO declined to participate in a
competitive tender run by the company, the FT notes.

BDO, as cited by the FT, said it would co-operate with the FRC's
investigation but declined to comment further while the probe was
under way.

Administrators from Grant Thornton have already sold four NMCN
divisions through prepack deals, the FT relays.


ORBIT PRIVATE: Moody's Assigns First Time B2 Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and B2-PD probability of default rating to Orbit Private Holdings I
Ltd, the entity acquiring Equiniti Group plc and Armor Holdco, Inc.
(AST). Concurrently, Moody's has assigned B1 instrument ratings to
the new $900 million backed senior secured first-lien term loan due
2028 and $175 million backed senior secured first-lien revolving
credit facility (RCF) due 2026, and a Caa1 instrument rating to the
new $350 million senior unsecured debt, all to be issued by Armor
Holdco, Inc. The outlook on all ratings is stable.

RATINGS RATIONALE

The ratings reflect Orbit's business profile as an established
operator in the market for share registrations, pension
administration and other regulatory services. The group holds
leading positions in the market for share registration and pension
administration in the UK and its profile will be further
strengthened through the planned acquisition of AST, which will
increase its presence in the US shareholder services market and
create substantial cost synergies. At the same time, the ratings
factor in Orbit's high financial leverage at closing of the
transaction, with a Moody's-adjusted Debt/EBITDA of 7.7x, or 6.5x
including run-rate cost synergies expected to be realised within
twelve months. Contingent on the successful integration of AST and
realisation of related synergies, Moody's forecasts Orbit's
leverage to decrease towards 6.0x by the end of 2022, which would
position the rating more adequately in the B2 rating category.

Orbit's B2 CFR also reflects (1) the group's leading market
positions in the share registration market in the UK and the US;
(2) its diverse portfolio of blue-chip customers with high
retention rates; and (3) the non-discretionary nature of service
offered with solid underlying market fundamentals.

Conversely, the CFR is constrained by (1) Orbit's exposure to
market volatility and the concentration on its domestic UK and US
markets; (2) the elevated financial leverage at closing; and (3)
the execution risk related to the AST acquisition and the
realisation of targeted synergies.

ESG CONSIDERATIONS

Orbit's ratings factor in certain governance considerations such as
the company's ownership structure with private equity firm Siris as
the majority shareholder. As it is common for companies controlled
by private equity firms, Moody's regards Orbit's financial policy
as characterised by a tolerance for high financial leverage and
debt-funded growth.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Orbit will be
able to return to solid organic revenue growth from 2022 onwards
and restore profitability to historical levels of an EBITA margin
in the mid-twenties in percentage terms, enabling the company to
reduce its initially high financial leverage. The outlook further
assumes that the company will successfully execute the integration
of AST, including the realisation of targeted synergies.

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

Upward pressure on the rating could occur if Moody's-adjusted
Debt/EBITDA sustainably decreases below 5.0x, Free cash flow/Debt
sustainably increases to the high single-digits in percentage terms
and liquidity remains good. An upgrade would also require the
company to successfully complete the integration of AST.

Downward pressure on the rating could develop if Orbit fails to
deliver on cost synergy targets linked to the AST acquisition,
revenue continues to decline or EBITA margins decrease from current
levels, Moody's-adjusted Debt/EBITDA fails to move towards 6.0x,
free cash flow turns negative for a sustained period or liquidity
weakens.

LIQUIDITY PROFILE

Pro forma for the contemplated transaction, Moody's considers
Orbit's liquidity profile to be adequate. At closing of the
transaction, pro forma on June 30, 2021, the company has GBP50
million cash on balance sheet, of which around GBP25 million are
considered as restricted for regulatory purposes. The group's
liquidity is supported by its fully undrawn $175 million backed RCF
and positive free cash flow generation which we forecast to reach
around GBP10 to GBP15 million in 2021 and 2022, increasing to over
GBP30 million in 2023.

STRUCTURAL CONSIDERATIONS

Pro forma for the transaction, the company's capital structure
consists of a $900 million backed senior secured first lien term
loan due 2028, a pari passu ranking $175 million backed RCF due
2026 and $350 million of senior unsecured debt.

The backed senior secured facilities benefit from a security
package that includes substantially all of the group's tangible and
intangible assets as well as share pledges. All instruments further
benefit from guarantees by material subsidiaries. The RCF is
subject to a springing net first lien leverage covenant, tested
when the facility is drawn down for more than 35% and set with an
initial headroom of at least 35%.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Orbit is a leading provider of share registration and other complex
regulatory services and technology to private and public sector
clients with focus on the UK and US markets. The group's origins
trace back to 1836, but it was created in its current form
following a carve-out from Lloyds Banking Group plc in 2007. The
group is headquartered in the UK and, following the completion of
the take-private acquisition, will be majority-owned by private
equity firm Siris.

Orbit offers a wide range of non-discretionary and critical
services to its customers across its four core divisions
Shareholder, Pension, Remediation and Credit. The group manages
over 32 million shareholder accounts and serves around 5,750
clients globally. During the LTM period ended June 30, 2021, the
group generated pro forma revenue of GBP592 million and a
company-adjusted EBITDA of GBP135 million.


ORBIT PRIVATE: S&P Assigns Prelim 'B' ICR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' issuer ratings to
U.K.-based Orbit Private Holdings I Ltd. (Orbit) and its financing
subsidiaries Armor Holdco Inc. and Earth Private Holdings Ltd. S&P
also assigned its preliminary 'B+' issue ratings and '2' recovery
rating to the group's senior secured facilities.

The stable outlook reflects S&P's expectation that the combined
group will benefit from a recovery in corporate actions, interest
rates, and project work in its pensions division, which should
underpin organic growth in 2022 onward and enable consistent free
operating cash generation.

The combined businesses of which Orbit is the parent create a
leading niche shareholder services provider under the ownership of
financial sponsor Siris LLC. On May 27, 2021, Siris announced its
intention to take private U.K.-based shareholder and pensions
services provider Equiniti PLC, and subsequently announced on July
4 that it had entered a definitive agreement to acquire U.S.-based
AST (formerly American Stock Transfer & Trust Co.), with the
intention of combining it with Equiniti, subject to regulatory
approval. The acquisitions and business combination are to be
funded and supported by the issuance of a $900 million senior
secured first-lien term loan and a $175 million senior secured
revolving credit facility by financing subsidiaries Armor Holdco.
Inc. (Armor) and Earth Private Holdings Ltd., alongside $350
million of senior unsecured debt. The combined group will be one of
the leading providers of administration services relating to
shareholder-issuer relations and pension administration services
for companies and government agencies in the U.S. and U.K.

S&P said, "We consider the group's core service offering--which
consists of managing shareholder registers, administrative
communications between shareholder and issuer (such as setting up
and communicating annual and extraordinary general meetings),
administering corporate actions, and pensions administration--to be
recurring in nature, which should result in a high degree of
revenue predictability in ordinary times. The group did however
experience a meaningful decline in revenue on the back of a
widespread decline in corporate actions in 2020 following the onset
of the COVID-19 pandemic, as clients sought to conserve liquidity.
The combined businesses experienced revenue decline of about 15%
(excluding interest) in 2020, which compares unfavorably with
comparably sized trust and corporate services providers such as
Intertrust and TMF. The three companies have different service
offerings, and are therefore not directly comparable competitors.
That said, we consider Orbit's core offering to be more
discretionary in the short-term, as corporate actions can be
postponed while the maintenance of corporate structures cannot.
This could lead to lower capacity utilization in economic
downturns, in our view.

"We expect Orbit to benefit from a well-diversified earnings stream
comprising relatively non-discretionary price-inelastic services
over the medium term. Orbit has a well-diversified client base,
with no single customer accounting for more than 5% of total
revenues. The company offers multiple revenue-generating services
within the niche in which it operates. While individual decisions
over the payment of dividends, M&A, pension contributions, and
customer relationship management systems can be delayed, we
consider these to be nondiscretionary over the longer term, with
customer churn likely to be driven by service quality issues rather
than pricing. Orbit's near 99% retention rates and long average
customer relationship tenors indicate that it has a good reputation
for service quality in its markets. That said, the group is
relatively small and concentrated in the U.S. and U.K. markets
compared with some of the larger professional service providers we
rate. It also has greater reinvestment needs and lower margins,
with annual capital expenditure (capex) of about 5% of revenues and
adjusted EBITDA margins of about 20%.

"We expect leverage to remain higher over the next two years as the
business recovers from lower corporate activity levels, with
financial policy likely to be a ratings constraint over the medium
term. We expect the business' shareholder division to recover to
pre-pandemic levels in 2021, with the pension division likely to
remain below 2019 levels until the new My CSP contract is
operational in 2022, while the group's remediation businesses will
be smaller on an ongoing basis as payment protection insurance
remediation activity winds down. While we anticipate that the new
owners will enact cost efficiencies, we expect the cost of
achieving the efficiencies will largely offset the benefits until
2023. Since the merger will be funded through the issuance of about
GBP900 million of new debt, we expect debt to EBITDA to exceed 7x
in 2022 and 2023, with healthy levels of free operating cash flow
generation from 2023 onward. Since Orbit is to be controlled by
financial sponsor Siris, we expect the group to maintain relatively
high leverage as the cost synergies take hold, as we consider it
likely that the group will take part in industry consolidation over
the medium term.

"The stable outlook reflects our expectation that the combined
group will benefit from a recovery in corporate actions, interest
rates, and project work in its pensions division, which should
underpin organic growth in 2022 onward and enable deleveraging
coupled with consistent free operating cash generation.

"We could take a negative rating action if revenue growth was
subdued or the group failed to achieve the cost savings and
resulting improved margins that we currently forecast, resulting in
weaker cash generation and sustained higher leverage."
Specifically, S&P could take a negative rating if:

-- S&P expected negative free operating cash generation on a
sustained basis;

-- S&P expected funds from operations (FFO) cash interest coverage
to be sustained at less than 2x;

-- The group's acquisition or shareholder policies lead us to
re-evaluate management's leverage tolerance; or

-- The group faced liquidity constraints.

S&P considers there to be limited upside potential for the ratings
in the short term given current leverage levels. That said, S&P
could consider raising the rating if:

-- The group outperformed our forecasts, resulting in a
significant reduction in adjusted debt-to-EBITDA toward 5x; and

-- S&P considered to group's leverage tolerance to be consistent
with maintaining debt-to-EBITDA at or around these levels.


RAC BOND: S&P Assigns Prelim B+ Rating on Class B2-Dfrd Notes
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+ (sf)' credit rating
to RAC Bond Co. PLC's new fixed-rate GBP345 million class B2-Dfrd
notes. S&P's preliminary rating on these junior notes only
addresses the ultimate payment of interest and ultimate payment of
principal on the legal final maturity date.

RAC Bond Co. PLC is a whole business securitization of RAC Bidco
Ltd.'s (RAC) operating businesses, excluding RAC Insurance. RAC
Bond Co.'s financing structure blends a corporate securitization of
RAC's operating business in the U.K. with a subordinated high-yield
issuance. The transaction is backed by future cash flows generated
by the operating businesses, which include roadside services and
insurance and financial services, but exclude RAC Insurance Ltd.
and RACMS (Ireland) Ltd.

The transaction originally closed in April 2016 and has been tapped
once, in July 2017.

On the issue date, the issuer will issue the new class B2-Dfrd
notes totaling GBP345 million. These will be contractually
subordinated to the outstanding class A1 and A2 notes and to the
liabilities incurred by the borrower, including the outstanding
senior term and revolving credit facilities. The new notes are
expected to bear a fixed interest rate, which will step down
following their expected maturity date. S&P's preliminary rating on
these junior notes addresses ultimate payment of interest and
principal.

It is S&P's understanding that the issuance proceeds will be held
in escrow for the sole benefit of the class B2-Dfrd noteholders and
that the funds will not be on lent to the borrower, through an
issuer/borrow loan, until the issuer confirms to the Class B note
trustee that the escrow release conditions have been met. This
includes satisfying all conditions precedent to the Silver Lake
Investment.

The special mandatory redemption price equals 100% of the class
B2-Dfrd notes' principal balance plus accrued and unpaid interest.
The escrow account will only hold the gross proceeds from the
issuance of the notes, which will not be sufficient to fund the
full special mandatory redemption price. Any deficiency to the
extent it arises from accrued interest or certain other additional
amounts (such as tax gross up) on the Class B2-Dfrd notes will be
due and payable by the borrower. The issuer will redeem all the
class B2-Dfrd notes at a special mandatory redemption price if:

-- The escrow release conditions are not met on or before the
longstop date of Sept. 5, 2022

-- The class B2-Dfrd notes are structured as soft-bullet notes due
in 2046, but with interest and principal due and payable to the
extent received under the B2 loan. Under the transaction documents,
if either the B2 loan or any class A loan entered into prior to the
class B2 loan is not repaid on its respective final maturity date
(aligned with the expected maturity date of the corresponding class
of notes), interest will no longer be payable and will be deferred.
The deferred interest, and the interest accrued thereon, becomes
due and payable on the final maturity date of the class B2-Dfrd
notes in 2046. S&P said, "Our analysis focuses on scenarios in
which the loans underlying the transaction are not refinanced at
their expected maturity dates. We therefore consider the class
B2-Dfrd notes as deferring accruing interest following the earliest
class A term loan's expected maturity date and receiving no further
payments until all the class A debt is fully repaid."

Under the transaction's documents, further issuances of class A
notes are permitted without consideration given to any potential
effect on the then current rating on the outstanding class B2-Dfrd
notes.

S&P said, "Both the extension risk owing to the deferability of the
notes, which we view as highly sensitive to the future performance
of the borrowing group, and the ability to issue more senior debt
without consideration given to the class B2-Dfrd notes, may
adversely affect the issuer's ability to repay the class B2-Dfrd
notes. As a result, the uplift above the borrowing group's
creditworthiness reflected in our preliminary rating is limited.
Consequently, we have assigned our preliminary 'B+ (sf)' rating to
the class B2-Dfrd notes.

"On the issue date, we understand the new class B2-Dfrd notes'
issuance proceeds will be advanced by RAC Bond Co. (the issuer) to
RAC Ltd. (the borrower) under a new class B2 issuer borrower loan
agreement (IBLA). We understand that the borrower will use the B2
loan proceeds to pay a dividend to RAC Midco II Ltd., the entity
directly outside the securitization group.

"Operating cash flows from Holdco and its subsidiaries (the
obligors), which include the borrower, are available to service the
borrower's financial obligations. In our analysis, we have excluded
any projected cash flows from RAC Insurance, which has not granted
security due to regulatory considerations. The obligors jointly and
severally guarantee each other's obligations.

"In practical terms, due to the factors that would limit efficacy
of any class B loan default covenant (FCF DSCR Period is equal to
or greater than 100%), our preliminary rating considers the lack of
them, at issuance, credit neutral. However, our preliminary rating
does reflect our opinion on the strength of the covenants made
under the class A IBLA, which we consider when determining if
operational and financial risks are adequately controlled. The
covenants in the class B2 IBLA contain some provisions that we
consider nonstandard. First, the covenant package allows for
various forms of permitted indebtedness(e.g., lease obligations,
credit facilities, debt, etc.), investments, and liens that may be
related to "similar businesses," which the agreement defines fairly
broadly and whose contributions to the obligor group are unclear.
Second, the class B2-Dfrd notes' covenant package permits the
establishment of a receivables financing program. Lastly, it is our
understanding that the change of control provisions and the
associated rights granted to the class B2-Dfrd noteholders
following a change of control may contain a carve-out that limits
the determination to instances where a downgrade has occurred
within 60 days of the change of control event itself."

Final rating will depend upon receipt and satisfactory review of
all final transaction documentation, including legal opinions, and
conditions precedent being met.

  Ratings List

  CLASS    PRELIM. RATING   PRELIM. AMOUNT

  B2-Dfrd     B+ (sf)          TBD

  TBD--To be determined.


TAURUS UK 2021-5: Moody's Assigns (P)B3 Rating to GBP41.7MM F Notes
-------------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to the debt issuance of Taurus 2021-5 UK DAC (the
"Issuer"):

GBP98.4M Class A Commercial Mortgage Backed Floating Rate Notes
due 2031, Assigned (P)Aaa (sf)

GBP31.8M Class B Commercial Mortgage Backed Floating Rate Notes
due 2031, Assigned (P)Aa3 (sf)

GBP17.3M Class C Commercial Mortgage Backed Floating Rate Notes
due 2031, Assigned (P)A3 (sf)

GBP26.1M Class D Commercial Mortgage Backed Floating Rate Notes
due 2031, Assigned (P)Baa3 (sf)

GBP34.7M Class E Commercial Mortgage Backed Floating Rate Notes
due 2031, Assigned (P)Ba3 (sf)

GBP41.7M Class F Commercial Mortgage Backed Floating Rate Notes
due 2031, Assigned (P)B3 (sf)

Taurus 2021-5 UK DAC is a true sale transaction of a GBP 263.1
million pari passu portion of a floating rate senior loan totaling
GBP 2,359 million. The issuer will use the proceeds of the issuance
of the Notes, together with the amount borrowed by the Issuer under
the Issuer Loan, to acquire the GBP263.1 million senior loan from
Bank of America N.A., London Branch (the "Loan Seller"). The Senior
Facilities Agreement which was syndicated amongst a group of
lenders including the Loan Seller is comprised of two components: a
GBP2,190 million term loan; and a GBP169.0 million capex facility,
of which GBP74.6 million has been drawn.

The loan was originated in February 2020 for the purpose of
financing Blackstone Inc.'s acquisition of iQ Student
Accommodation, one of the UK's largest student housing provider.
The loan is secured by a 43-property portfolio of purpose built
student accommodation ("PBSA") comprising approximately 21,000 beds
located across the UK.

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavour to
assign definitive ratings. A definitive rating (if any) may differ
from a provisional rating.

RATINGS RATIONALE

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

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

The key strengths of the transaction include: (i) the very good
quality of the collateral properties; (ii) strong demand
fundamentals for student housing in the UK; (iii) the portfolio's
diversity; and (iv) the experienced sponsor and asset manager.

Challenges in the transaction include: (i) the high leverage as
indicated by Moody's loan-to-value ("LTV") ratio; (ii) the high
dependence on international students; (iii) the portfolio's
currently depressed occupancy level due to the impact of lockdowns
during the pandemic; and (iv) non-sequential allocation of proceeds
such that senior notes have less cushion against increased
concentration and potential for adverse selection due to asset
sales.

The Moody's LTV of the securitised loan at origination is 90.1%.
Moody's has applied a property grade of 1.5 for the portfolio (on a
scale of 1 to 5, 1 being the best).

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

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

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

Main factors or circumstances that would lead to a downgrade of the
ratings are generally: (i) a decline in the property values backing
the underlying loan; (ii) an increase in the default probability of
the loan; and (iii) changes to the ratings of some transaction
counterparties.


TAURUS UK 2021-5: S&P Assigns Prelim B- Rating on Class F Notes
---------------------------------------------------------------
S&P Global Ratings has assigned preliminary credit ratings to
Taurus 2021-5 UK DAC's class A, B, C, D, E, and F notes.

The transaction is backed by GBP263.2 million of a GBP2.36 billion
senior loan, which includes a GBP169 million capital expenditure
(capex) facility which we have assumed will be fully drawn. Bank of
America N.A., London Branch and three other lenders, originated the
loan in February 2020 to finance Blackstone Inc.'s acquisition of
iQ Student Accommodation (iQ), one of the U.K.'s largest student
housing providers.

The senior loan is secured by 43 purpose-built student
accommodation (PBSA) properties totaling about 21,000 beds located
throughout the U.K.

The securitized senior loan (GBP263.2 million) will be 11.2% of the
senior loan (GBP2.36 billion). As part of EU, U.K., and U.S. risk
retention requirements, the issuer and the issuer lender (Bank of
America N.A., London Branch) will enter into a GBP13.2 million
(representing 5% of the securitized senior loan) issuer loan
agreement, which ranks pari passu to the notes of each class. The
issuer lender will advance the issuer loan to the issuer on the
closing date. The proceeds of the issuer loan will be applied by
the issuer as partial consideration for the purchase of the
securitized senior loan from the loan seller.

The portfolio consists of PBSA properties spread out across England
and Scotland. The appraiser has valued the as-is value of the
portfolio at GBP3.29 billion or GBP3.70 billion based on a
corporate sale and portfolio premium. The current loan-to-value
(LTV) ratio is 71.6% based on the as-is value or 63.7% based on the
corporate sale and portfolio premium value. The two-year loan (with
three one-year extension options) provides no amortization prior to
a permitted change of control. Unless there is a permitted change
of control in the borrower, there are no financial covenants, only
cash trap covenants.

S&P said, "Our preliminary ratings address Taurus 2021-5 UK's
ability to meet timely interest payments and principal repayment no
later than the legal final maturity in May 2031. Our preliminary
ratings on the notes reflect our assessment of the underlying
loan's credit, cash flow, and legal characteristics and an analysis
of the transaction's counterparty and operational risks."

  Ratings List

  CLASS    PRELIMINARY RATING*    PRELIMINARY AMOUNT
                                     (MIL. GBP)
  A             AAA (sf)              98.4
  B             AA- (sf)              31.8
  C             A (sf)                17.3
  D             BBB (sf)              26.1
  E             BB- (sf)              34.7
  F             B- (sf)               41.7

*S&P's preliminary ratings address timely interest payments and of
principal repayment no later than the legal final maturity in May
2031.


TRITON UK: Moody's Upgrades CFR to B3 & First Lien Loans to B2
--------------------------------------------------------------
Moody's Investors Service has upgraded Triton UK Midco Limited's
(Synamedia or the company) corporate family rating to B3 from Caa1
and probability of default rating to B3-PD from Caa1-PD.
Concurrently, Moody's has upgraded to B2 from B3 the ratings of the
USD305 million guaranteed first lien senior secured term loan due
2024 and the USD50 million guaranteed first lien senior secured
revolving credit facility (RCF) due 2023 issued by Synamedia
Americas Holdings, Inc. The outlook on all the ratings is now
stable from positive.

RATINGS RATIONALE

The upgrade of Synamedia's CFR to B3 reflects (1) the significant
improvement in the company's underlying EBITDA (as reported by the
company before separately disclosed items) in fiscal year ending
June 27 (FY) 2021 supported by the realization of cost savings
through the business optimization programme, (2) the rapid
de-leveraging of the company to 3.5x in FY 2021 and Moody's
expectation that Synamedia will be able to maintain this ratio at
or below 4.0x over the next two years, and (3) its adequate
liquidity position supported by its cash balance and full
availability under its RCF.

These strengths are mitigated by (1) the relatively small scale of
Synamedia's operations reflected in its revenues of USD569 million
in FY 2021 and (2) the structural decline of Synamedia's highly
profitable Broadcast Technologies business although the rating
agency notes that there is good traction for the company's next
generation solutions, including Media Cloud Services, which will
support a stabilization and later growth of the top line of the
group over the next two years.

Synamedia experienced a strong improvement in its underlying EBITDA
to USD138.2 million in FY 2021 from USD73.8 million in prior year
reflecting the full year impact of reduced operating costs
following the successful conclusion of the restructuring and
right-sizing initiatives undertaken since the carve-out from Cisco
Systems, Inc (A1 stable). At the same time, revenues grew modestly
to USD569.4 million in FY 2021 or 0.8% compared to prior year
reflecting the decline in the Video Platform segment, of which the
largest component is Broadcast Technologies solutions, driven by
the continued decline in subscriber numbers and card shipments
reflecting the gradual shift away from the traditional ways of
accessing Pay-TV via multiple set-top boxes per household. On the
other hand, the Video Network business has performed strongly as a
result of some significant contract wins during the year.

Moody's projects Synamedia's underlying EBITDA to decline though in
FY 2022 before experiencing a return to growth from FY 2023. The
EBITDA decline in the current fiscal year will be driven by a
mid-single digit rate decrease in revenues for the group due to the
continued decline in Video Platform revenues and a flat performance
for Video Network which faces strong comparables in FY 2022 due to
large contract signings in the prior year. Although Broadcast
Technologies will continue to decline over time, the rating agency
notes that there is increased visibility due to the signing of
multi-year agreements with predictable revenue profiles. On the
other hand, Moody's projects strong momentum for the Synamedia's
next generation solutions, including Media Cloud Services as well
as a return to growth for Video Network, leading to an overall low-
to mid-single digit revenue growth for the group in FY 2023.

The decline in EBITDA in FY 2022 should lead to an increase in
Synamedia's Moody's adjusted gross leverage towards 4.0x in that
year before improving towards 3.5x thereafter. The rating agency
includes USD10 million of separately disclosed items negatively
impacting EBITDA from FY 2022 reflecting Moody's expectation that
the company will incur certain restructuring on an ongoing basis
going forward even though the optimization programme initiated
following the carve-out from Cisco is now complete.

Synamedia benefits from an adequate liquidity position supported by
a cash balance of USD59.6 million and full availability under its
USD50 million RCF as of June 27, 2021. Synamedia generated a
positive Moody's adjusted free cash flow (FCF) of USD12 million in
FY 2021 after having generated a negative FCF of USD38 million in
the prior year. This improvement in cash flow generation was
supported by the stronger EBITDA and lower separately disclosed
items only partly mitigated by a working outflow in FY 2021.
Moody's projects FCF to remain positive over the next two fiscal
years at or above 5% as a percentage to adjusted gross debt
reflecting the rating's agency's assumption that EBITDA will remain
at a high level while working capital will normalize and separately
items will further decline. Separately disclosed items decreased to
USD20.5 million in FY 2021 from FY67.2 million in prior year.

Synamedia's B3-PD PDR, at the same level as the CFR, reflects the
company's debt structure including a mix of first lien and second
lien facilities. The B2 rating on the company's first lien term
loan and RCF, one notch above the B3 CFR, reflects the first lien
credit facilities' senior most position in the capital structure
and loss-absorbing cushion provided by the USD100 million second
lien term loan due 2026 ranking behind. The second lien term loan
is contractually subordinated in right of payment to the first lien
credit facilities.

RATING OUTLOOK

The stable outlook incorporates Moody's expectation that
Synamedia's structural decline in Broadcast Technologies revenues
will be more than offset by growth in Media Cloud Services and
Video Network and that the company will generate positive free cash
flow in order to maintain an adequate liquidity position.

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

Synamedia's ratings could be upgraded if the company shows a track
record of revenue growth while maintaining its EBITDA margin at
above 20%, and adjusted free cash flow is above 5% on a sustained
basis. Additionally the company would have to maintain its adjusted
gross leverage at or below 3.0x and an adequate liquidity position.
The ratings could come under downward pressure if the company fails
to stabilize its revenues on a sustainable basis, Moody's adjusted
leverage increases to above 4.0x, or free cash flow turns negative
for a prolonged period of time leading to a weaker liquidity
position.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Diversified
Technology published in August 2018.

COMPANY PROFILE

Headquartered in Staines, UK, Synamedia is a global provider of
video infrastructure technology whose portfolio features video
network services; anti-piracy solutions and intelligence; and video
platforms with fully-integrated capabilities including cloud
digital video recording (DVR) and advanced advertising. The company
operates through 2 segments: (1) Video Platform, which includes
Broadcast Technologies, Media Cloud Services, and Broadband &
Syndication Technologies solutions, and (2) Video Network.




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[*] BOOK REVIEW: Hospitals, Health and People
---------------------------------------------
Author: Albert W. Snoke, M.D.
Publisher: Beard Books
Softcover: 232 pages
List Price: $34.95
Order your personal copy today at
http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html

Hospitals, Health and People is an interesting and very readable
account of the career of a hospital administrator and physician
from the 1930's through the 1980's, the formative years of today's
health care system. Although much has changed in hospital
administration and health care since the book was first published
in 1987, Dr. Snoke's discussion of the evolution of the modern
hospital provides a unique and very valuable perspective for
readers who wish to better understand the forces at work in our
current health care system.

The first half of Hospitals, Health and People is devoted to the
functional parts of the hospital system, as observed by Dr. Snoke
between the late 1930's through 1969, when he served first as
assistant director of the Strong Memorial Hospital in Rochester,
New York, and then as the director of the Grace-New Haven Hospital
in Connecticut. In these first chapters, Dr. Snoke examines the
evolution and institutionalization of a number of aspects of the
hospital system, including the financial and community
responsibilities of the hospital administrator, education and
training in hospital administration, the role of the governing
board of a hospital, the dynamics between the hospital
administrator and the medical staff, and the unique role of the
teaching hospital.

The importance of Hospitals, Health and People for today's readers
is due in large part to the author's pivotal role in creating the
modern-day hospital. Dr. Snoke and others in similar positions
played a large part in advocating or forcing change in our hospital
system, particularly in recognizing the importance of the nursing
profession and the contributions of non-physician professionals,
such as psychologists, hearing and speech specialists, and social
workers, to the overall care of the patient. Throughout the first
chapters, there are also many observations on the factors that are
contributing to today's cost of care. Malpractice is just one
example. According to Dr. Snoke, "malpractice premiums were
negligible in the 1950's and 1960's. In 1970, Yale-New Haven's
annual malpractice premiums had mounted to about $150,000." By the
time of the first publication of the book, the hospital's premiums
were costing about $10 million a year.

In the second half of Hospitals, Health and People, Dr. Snoke
addresses the national health care system as we've come to know it,
including insurance and cost containment; the role of the
government in health care; health care for the elderly; home health
care; and the changing role of ethics in health care. It is
particularly interesting to note the role that Senator Wilbur Mills
from Arkansas played in the allocation of costs of hospital-based
specialty components under Part B rather than Part A of the
Medicare bill. Dr. Snoke comments: "This was considered a great
victory by the hospital-based specialists. I was disappointed
because I knew it would cause confusion in working relationships
between hospitals and specialists and among patients covered by
Medicare. I was also concerned about potential cost increases. My
fears were realized. Not only have health costs increased in
certain areas more than anticipated, but confusion is rampant among
the elderly patients and their families, as well as in hospital
business offices and among physicians' secretaries." This aspect of
Medicare caused such confusion that Congress amended Medicare in
1967 to provide that the professional components of radiological
and pathological in-hospital services be reimbursed as if they were
hospital services under Part A rather than part of the co-payment
provisions of Part B.

At the start of his book, Dr. Snoke refers to a small statue,
Discharged Cured, which was given to him in the late 1940's by a
fellow physician, Dr. Jack Masur. Dr. Snoke explains the
significance the statue held for him throughout his professional
career by quoting from an article by Dr. Masur: "The whole question
of the responsibility of the physician, of the hospital, of the
health agency, brings vividly to mind a small statue which I saw a
great many years ago.it is a pathetic little figure of a man, coat
collar turned up and shoulders hunched against the chill winds,
clutching his belongings in a paper bag-shaking, tremulous,
discouraged. He's clearly unfit for work-no employer would dare to
take a chance on hiring him. You know that he will need much more
help before he can face the world with shoulders back and
confidence in himself. The statuette epitomizes the task of medical
rehabilitation: to bridge the gap between the sick and a job."

It is clear that Dr. Snoke devoted his life to exactly that
purpose. Although there is much to criticize in our current
healthcare system, the wellness concept that we expect and accept
today as part of our medical care was almost nonexistent when Dr.
Snoke began his career in the 1930's. Throughout his 50 years in
hospital administration, Dr. Snoke frequently had to focus on the
big picture and the bottom line. He never forgot the importance of
Discharged Cured, however, and his book provides us with a great
appreciation of how compassionate administrators such as Dr. Snoke
have contributed to the state of patient care today.

Albert Waldo Snoke was director of the Grace-New Haven Hospital in
New Haven, Connecticut from 1946 until 1969. In New Haven, Dr.
Snoke also taught hospital administration at Yale University and
oversaw the development of the Yale-New Haven Hospital, serving as
its executive director from 1965-1968. From 1969-1973, Dr. Snoke
worked in Illinois as coordinator of health services in the Office
of the Governor and later as acting executive director of the
Illinois Comprehensive State Health Planning Agency. Dr. Snoke died
in April 1988.



                           *********


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

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Editors.

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

This material is copyrighted and any commercial use, resale or
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