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

                          E U R O P E

          Wednesday, October 27, 2021, Vol. 22, No. 209

                           Headlines



B O S N I A   A N D   H E R Z E G O V I N A

BH BANKA: Nov. 22 Auction Set for BAM998,850 Hotel Grand Stake


F R A N C E

GETLINK SE: Fitch Lowers Rating on EUR700MM Green Bonds to 'BB'
GETLINK: S&P Affirms 'BB-' ICR on Recovery Prospects
IM GROUP: S&P Assigns 'B-' LongTerm ICR, Outlook Stable
SECHE ENVIRONNEMENT: Fitch Assigns FirstTime 'BB' LongTerm IDR
SECHE ENVIRONNEMENT: S&P Assigns 'BB' LT ICR, Outlook Stable



I R E L A N D

ANCHORAGE CAPITAL 1: Moody's Ups Rating on EUR11.7MM F Notes to B1
BLACK DIAMOND 2019-1: Moody's Affirms B3 Rating on EUR11MM F Notes
BLACK DIAMOND 2019-1: S&P Affirms B- Rating on Class F Notes
PENTA CLO 10: Moody's Assigns (P)B3 Rating to EUR12MM Cl. F Notes


I T A L Y

ATLANTIA SPA: Moody's Puts Ba2 CFR Under Review for Upgrade


L U X E M B O U R G

VENGA HOLDINGS: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable


P O R T U G A L

CAIXA CENTRAL: Moody's Rates New EUR Sr. Unsecured Notes Ba2


R O M A N I A

[*] ROMANIA: Number of Insolvencies Up 6.9% in First Nine Months


R U S S I A

KOKS PJSC: Moody's Upgrades CFR to B1, Outlook Remains Stable


S P A I N

CODERE FINANCE 2: Moody's Rates New EUR129MM Secured Notes 'Caa1'


U N I T E D   K I N G D O M

ARCADIA: Ikea Buys Topshop's Former Oxford Street Flagship Store
CASTELL PLC 2021-1: S&P Gives Prelim B- (sf) Rating on Cl. F Notes
CASTLEOAK HOLDINGS: Enters Administration, 100+ Jobs Affected
CLARKS: Group Revenues Down to GBP775MM Due to Covid-19 Lockdowns
DIGNITY FINANCE: S&P Assigns 'B+' Rating on Class B Notes

FINASTRA LTD: S&P Upgrades ICR to 'B-', Outlook Stable
FLYBE: Hires David Pflieger as New Chief Executive Officer
IVC ACQUISITION: Moody's Affirms B3 CFR, Outlook Remains Positive

                           - - - - -


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B O S N I A   A N D   H E R Z E G O V I N A
===========================================

BH BANKA: Nov. 22 Auction Set for BAM998,850 Hotel Grand Stake
--------------------------------------------------------------
Dragana Petrushevska at SeeNews reports that Bosnian lender BH
Banka which is in bankruptcy proceedings is selling its 19.9% stake
in Sarajevo-based Hotel Grand for BAM998,850
(US$592,700/EUR510,700).

According to SeeNews, news portal Ekapija reported on Oct. 25 the
sale will be carried out via a public auction on Nov. 22.

Potential bidders have to pay a deposit of 10% of the starting sale
price to be eligible for participation in the auction, SeeNews
discloses.

BH Banka has been in bankruptcy proceedings since 2012, SeeNews
notes.




===========
F R A N C E
===========

GETLINK SE: Fitch Lowers Rating on EUR700MM Green Bonds to 'BB'
---------------------------------------------------------------
Fitch Ratings has downgraded Getlink S.E.'s (GET) existing EUR700
million green bonds to 'BB' from 'BB+'. Fitch also affirmed Channel
Link Enterprises Finance Plc (CLEF) notes at 'BBB'. The Outlooks
are Stable.

RATING RATIONALE

The downgrade of Getlink's notes reflects Fitch's expectations that
additional debt will be raised at Getlink through a tap of the
existing EUR700 million notes, which is expected to increase debt
at Getlink to EUR850 million. The increased leverage results in
heightened refinancing risk of Getlink's notes. The tap underpins
management's strategy to pursue a sustained policy of progressive
debt increase at Getlink, which Fitch believes comes with
additional risks to existing creditors amid a fairly loose covenant
package.

The ratings of CLEF reflect the critical nature of the asset
managed by Getlink S.E.(GET), the long-term maturity of its
concession terminating only in 2086 and the historical resilience
of passengers' volumes on high-speed trains and car shuttle
businesses. These factors support Fitch's view that CLEF will
absorb the impact of the coronavirus pandemic and subsequent
recovery. Fitch assumes demand to progressively recover by
2025-2026 from the shock in traffic during the pandemic.

GET is credit-linked to its subsidiary CLEF (BBB /Stable), the
ring-fenced vehicle secured by Fixed Link's (FL or Eurotunnel)
activities, the fixed railway link between the UK and France. Fitch
assesses the consolidated profile of GET, comprising CLEF and
Eleclink, at 'BBB' and apply a three-notch downward adjustment to
arrive at GET's 'BB'.

The 'BB' rating reflects the structural subordination of GET's debt
and Fitch's 'Weaker' debt assessment reflecting refinancing risk
associated with its single-bullet debt structure and a loose
covenant package. Fitch's opinion is based on the subordinated and
restricted access GET has to cashflows generated by its wholly
owned subsidiary CLEF, and expected unrestricted, albeit
potentially volatile, income GET will receive from its subsidiary
Eleclink.

The average consolidated debt service coverage ratio (DSCR) of 1.5x
positions the consolidated credit profile at 'BBB', despite
volatility and low cover ratios in the near term.

The liquidity position is comfortable; at 30 September 2021 CLEF's
ring-fenced cash amounted to EUR377 million whereas Getlink cash
was EUR249 million, totalling EUR626 million. At the same date,
Getlink's revolving credit facility (RCF) of EUR75 million remained
undrawn. GET has no debt maturity due until late 2025 and interest
payments are minimal (covered by a EUR25 million debt service
reserve account (DSRA)). Getlink's notes tap will be used to
further boost liquidity at the holdco level to fund future green
projects.

KEY RATING DRIVERS

CLEF

Mixed Traffic Performance - Revenue Risk (Volume): 'Midrange'

Traffic volume proved resilient through economic recessions for
Eurostar passengers and car shuttle volumes, while truck shuttle
volumes showed significant volatility (-46% in 2007-2009), partly
because of the 2008 tunnel fire accident. Eurotunnel is able to
differentiate itself from competing ferry operators in the Dover
Strait and command a premium on ferry fares, due to the speed, ease
and reliability of its shuttle service. Nonetheless, competition
and exposure to discretionary demand are constraints on the
rating.

Some Flexibility - Revenue Risk (Price): 'Midrange'

Shuttle-service fares are flexible and can be adapted to market
conditions. Historically, this has helped Eurotunnel quickly
recover volume loss on the truck, and to a lesser extent, car
businesses. In rail, the railway usage contract (RUC) regulates
railway network fares, preventing a full pass-through of inflation
into tariffs. A low inflation environment could limit the railway
network's revenue growth.

Eleclink is expected to begin commercial operations in 2022 and
will add revenue diversity to the consolidated credit profile of
GET. While adding to diversification, this revenue could be
volatile due to exposure to electricity-price risk in both the
French and UK markets.

Largely Maintenance Capex - Infrastructure Development and Renewal:
'Midrange'

Strong UK/French regulatory oversight, Eurotunnel's prudent
management policy as tunnel operator and the inclusion of minimum
capex in the dividend distribution lock-up covenant calculation
mitigate the lack of formal provisioning for capex under the
group's financing documentation. Capex plans are generally funded
with projected cash flows and investments are planned in advance
and considering market conditions. In Fitch's view, this provides
some flexibility in delivering the capex programme.

Fully Amortising, Back-Ended - Debt Structure: 'Midrange'

Debt is senior, largely fixed-rate and fully amortising but with a
back-loaded repayment profile. Debt is almost evenly split between
sterling and euros, substantially mirroring EBITDA exposure.
Structural features include standard default/lock-up tests with
cash-sweep mechanism and a EUR370 million liquidity reserve, which
currently covers 18 months of debt service but reduces to eight
months from 2046, due to the debt's increased back-ended repayment
profile. Refinancing and additional debt are subject to rating
affirmation.

GET

Single-Bullet Debt with Refinancing Risk — Debt Structure:
'Weaker'

The EUR150 million green bonds are under the same terms as the
existing EUR700 million green bonds with a five-year fixed-rate and
bullet-repayment structure. Fitch views the refinancing risk as
high, due to the deep subordination and the use of a single-bullet
maturity, which is only partly mitigated by the 12-month DSRA and
the cash on balance sheet at GET level. The protective features of
the consolidated-based lock-up and incurrence covenants are
diminished by the possibility to raise prior-ranking non-recourse
debt at subsidiaries and the presence of sizeable baskets for
additional debt and dividends.

Structural Subordination - Issuer Structure

GET is not a single-purpose vehicle as it is invested in multiple
businesses (Fixed Link, Europorte, Eleclink) and its debt is
structurally subordinated to the project finance-type debt in place
at CLEF. There are strong structural protections under CLEF's
issuer-borrower structure, including lock-up provisions potentially
triggering cash sweep and additional indebtedness clauses subject
to rating tests, which limits debt being pushed down from the
holding company GET. These factors drive Fitch's rating approach
and explain, together with the 'Weaker' debt structure assessment,
the three-notch difference between GET and the consolidated
profile, the latter largely driven by Eurotunnel's core
activities.

The key rating drivers for the consolidated profile are in line
with CLEF, given this dominates EBITDA generation of the
consolidated group.

PEER GROUP

Compared with High Speed Rail Finance (1) PLC (HS1 - A-/Stable),
CLEF shares exposure to Eurostar; however, CLEF is exposed directly
to Eurostar passenger volumes, while HS1 is exposed to the number
of train paths, which is inherently less volatile, although it is
ultimately exposed to the same performance drivers. HS1 also
benefits from having 60% of its revenues supported by the UK
government via underpinned "availability" payments, ultimately
leading to its higher rating. Finally, compared with Autoroutes
Paris-Rhin-Rhone (A-/Stable) CLEF's greater exposure to competition
and demonstrated lower resilience during the economic downturn lead
to CLEF having a lower rating.

Fitch compares GET's structural subordination with that of Gatwick
Airport Funding (BB-/Negative). GET's notes are similarly
subordinated structurally to cashflow generation although both have
full ownership of the underlying asset. Gatwick's notes are
expected to be affected by delayed traffic recovery, which could
result in extended dividend lock-up until beyond 2024. Consolidated
leverage at Gatwick averages 9.5x and should recover to 6.9x by
2024, when dividend distributions are resumed under the Fitch
Rating Case (FRC). The lock-up provision at Gatwick and the
uncertain traffic recovery of the airport lead to a wider notching
than GET.

RATING SENSITIVITIES

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

CLEF

-- Annual FRC Fixed Link's DSCR consistently below 1.3x.

-- Fitch will monitor the impact of coronavirus and Brexit
    negotiations on trade and people flows between the UK and EU.
    Any resulting revenue deterioration beyond Fitch's FRC
    assumptions may result in negative rating action.

-- Indication that traffic volumes will deteriorate outside our
    expectations or take longer to recover than currently
    anticipated.

GET

-- A downgrade of the consolidated group's credit profile would
    lead to a downgrade of GET.

-- Failure to prefund GET debt well in advance of its maturity
    could be rating-negative, as could a material increase of debt
    at GET or subsidiary levels.

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

CLEF

-- Annual FRC Fixed Link's DSCR consistently above 1.5x, subject
    to clearer visibility on traffic recovery.

GET

-- An upgrade of the consolidated group's credit profile could
    lead to an upgrade of GET.

-- The notching difference with the consolidated credit profile
    might be reduced if ElecLink demonstrates an ability to
    generate strong and stable cash flow to which GET continues to
    have direct and unconditional access.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Sovereigns, Public Finance
and Infrastructure 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 three 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.

TRANSACTION SUMMARY

GET is the concessionaire and operator of the Channel Tunnel, the
fixed railway link between the UK and France in operation since
1994. GET serves as the holding company for the three main
operating businesses:

-- Eurotunnel, a leader in exchanges across the English Channel
    through the Channel Tunnel infrastructure;

-- ElecLink, an electric transmission line connecting the UK and
    France, currently under construction and expected to be
    operational in mid-2022;

-- Europorte, a private rail freight operator in France.

The proceeds of the green bond tap issued by GET will mainly be
used to support the group's liquidity and needs.

CREDIT UPDATE

CLEF'S 2020 revenues of around EUR690 million outperformed FRC
expectations by around 6%. During 2020 truck volumes showed a small
decrease, supported by the resilience of the pharmaceutical, food
and e-commerce industries. The resilience of volumes is reflected
by CLEF's stable truck market share of about 40%. Car shuttles and
Eurostar volumes decreased sharply by 46% and 77%, respectively,
due to the very restrictive measures taken by the French and
British governments.

ElecLink's cable was installed in line with management's
expectations and testing for converter stations was completed, with
testing and final authorisation process at an advanced stage. It is
expected to start commercial operations by mid-2022.

FINANCIAL ANALYSIS

CLEF

Under Fitch's FRC Fitch assumes truck shuttle to fully recover to
2019 levels by 2026, car shuttle to recover by 2024 and Eurostar
traffic to be at 95% of 2019 volumes by 2025. Thus, Fitch cases
incorporate conservative assumptions for traffic, supported by the
uncertainty resulting from Brexit.

After recovery, Fitch assumes volumes to grow at or below Fitch's
blended GDP growth assumptions (1%) until 2035, when Fitch applies
a haircut to Fitch's expectations. Particularly, Fitch assumes
truck shuttle growth to mirror GDP growth until 2035, whereas car
shuttle and Eurostar growth after recovery will be lower than GDP
growth. Fitch expects yields on the shuttle business to track only
around 50% of inflation beyond 2024, while railway network will
mechanically follow the fares set by the RUC.

Fitch has applied stresses to management's capex projections. Given
the lack of operational history of the Eleclink business, a 50%
haircut is applied to management's forecast revenue. Under the FRC,
the 2021-2050 consolidated DSCR averages 1.5x.

GET

Fitch analyses GET's consolidated profile, which includes
Eurotunnel cash flows. The operating assumptions at Eurotunnel have
been derived from Fitch's base- and rating-case assumptions for
CLEF. Fitch assumes GET's EUR850 million notes are refinanced into
another bullet in 2025 before finally being refinanced into fully
amortising debt in 2030 to be fully repaid by 2050.

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.


GETLINK: S&P Affirms 'BB-' ICR on Recovery Prospects
----------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit and issue
ratings on Getlink and its debt.

Getlink's weaker metrics due to Eurotunnel's subdued volumes in
2021 challenges the group's ability to sustain a 'BB-' rating.
Given the lingering setbacks from the COVID-19 pandemic, the
prolonged mobility restrictions during 2021 have delayed the
group's recovery. Although eased restrictions by mid-August 2021
accelerated traffic, Eurotunnel's usual uptick in traffic over the
summer was already stunted. S&P said, "We note the pick-up in
volumes of car and passenger in September. That said, our estimates
for the group's ratios in 2021 are weaker than we previously
expected in 2021, and the tardy recovery might have a similar
impact on 2022. We estimate that S&P Global Ratings-adjusted
consolidated funds from operations (FFO) to debt should be nil in
2021, then, in 2022, nearly reach the 5% threshold for the current
rating."

Power pricing and cost-savings continue to soften the impact lower
volumes had on Eurotunnel's operating margins. The company has
managed yield and increase revenue through increasing tariffs, as
it had done on previous occasions. In 2019, for instance, despite
the setbacks from Brexit-related uncertainties and strikes by
French custom officials and French rail operatives, Eurotunnel
compensated for a 6% drop in truck volumes and a 2% drop in car
volumes with a 3% increase in truck yields and dynamic management
of car ticket prices. The margin decline was also limited thanks to
the company's cost-control and increasing load factors, among other
efficiencies. During the COVID-19 pandemic, owing to its ability to
raise prices on peak days and on flexible bookings as well as the
revenue-enhancing strategy based on market segmentation, Getlink
prevented a revenue decline by increasing yields. During the first
nine months of 2021 revenue decreased about 20% and volumes dropped
by more than 50%. Consequently, factoring in the implementation of
cost-reductions initiatives and despite the largely fixed cost
base, the group's EBITDA margin will stand around 40% in 2021,
before recovering to a 50%-range in the following years.

The group's liquidity preservation strategies will help sustain the
current credit quality against the longer-than-expected recovery
and the risk of interruption in dividend flow. The company's robust
liquidity position continues to provide a cushion against the
ongoing pandemic-induced traffic disruption, which could further
extend the suspension of dividends from Eurotunnel--a fundamental
consideration for the current rating. Since 2019, management
maintained a higher liquidity target in preparation for a potential
Brexit-related disruption, and it maintained this approach during
the pandemic. These efforts yielded a higher cash position held at
various levels of the group of EUR500 million-EUR600 million,
compared with the regular levels of EUR200 million-EUR300 million.
S&P said, "We understand, however, that this liquidity position is
temporary. The cash is not subject to any covenants and the group
could use it for other purposes, such as investments, acquisitions,
or distributions. Nevertheless, given that Getlink held about
EUR240 million at the holding level as of Sept. 30, 2021, we expect
the holding will service its cash needs, including about EUR20
million-EUR30 million annual operating expense; EUR30 million
annual interest due on the EUR850 million bond maturing in 2025;
and EUR70 million in capex to complete ElecLink."

S&P said, "We still expect ratios to strengthen by 2023 thanks to
Eurotunnel's very strong competitive position as the only fixed
transportation link between the U.K. and France.The Fixed Link is
the fastest and most comfortable land-based route between the U.K.
and continental Europe, linking the major economic centers of
Paris, London, and Brussels, uniquely placing it to capture the
pent-up demand for travel from 2022. We continue to expect rail
revenue returning to 2019 levels by 2024, supported by the fixed
component under the rail usage contract. At the same time, the
Dover–Calais corridor is the shortest and most widely used of all
cross–channel routes. In particular, the shuttle service offers
competitive advantages over ferries including speed and
reliability, which has been reflected in its premium prices. We
still believe shuttle revenue will return to 2019 levels by 2024,
although we recognize that the comeback for trucks may drag out due
to the upcoming impacts from the installation of U.K. border
controls in 2022. We also recognize Eurotunnel volumes over the
long term might face additional hurdles from the muted flow of
business or leisure bookings due to post-Brexit immigration changes
or post-COVID-19 work arrangements. These, alongside the potential
risk of a vaccine-resistant coronavirus strain, underpin our
negative outlook."

The commencement of ElecLink's operations will diversify the
dividend flow to Getlink and alleviates the higher leverage at the
holding level. In the first half of 2021, ElecLink submitted a
request for a final extension, bringing the deadline for
commissioning the interconnector to Aug. 15, 2022. The 1-gigawatt
(GW) electricity interconnector that will enable the import and
export of electricity between the U.K. and France via a
high-voltage direct-current cable installed in the north rail
tunnel, had the jointing of the cables completed in June 2021 and
it is expected be commissioned by mid-2022. Once operational,
ElecLink is expected to generate revenue primarily by auctioning of
physical transmission rights in the long term and short term, which
should generate EBITDA of at least EUR50 million-EUR70 million in
the first few years after commissioning. Although the short-term
sale exposure of the electrical interconnector is seemingly a
riskier business than that of Eurotunnel, ElecLink's highly
profitable and unencumbered operation would reduce the dependency
on Eurotunnel's dividends to support the increased liabilities at
Getlink. According to S&P's estimates, although ElecLink is set to
provide 10%-15% of Getlink's earnings at most, a delay in
operations would contribute to a drop in Getlink's full-year S&P
Global Ratings-adjusted EBITDA margin of 2%. A potential material
delay on the entrance into operations of ElecLink could squeeze the
forecasted credit metrics.

The negative outlook reflects the uncertainty related to when
traffic will recover in Eurotunnel. S&P considers the of potential
COVID-19 infections over the winter or the possible emergence of
new vaccine-resistant coronavirus strain that, considering the risk
of overwhelming the health care systems, could give way to severe
travel restrictions once again. A lesser propensity to travel
post-Brexit could increase rating pressure.

S&P could lower the rating on Getlink if:

-- There are further travel restrictions because of new COVID-19
variants;

-- Persistent headwinds from post-Brexit operational risks and
increased competition in the trucks segment hamper Eurotunnel's
revenue;

-- There is a prolonged disruption of dividends from Eurotunnel to
Getlink;

-- ElecLink delays in commencing operations mid-2022; and

-- Getlink burns more cash that S&P expects, leading to an
increase in leverage or weaker liquidity position at the holding
level.

These scenarios would stress cash resources at Getlink and could
challenge the company's ability to recover to a consolidated
adjusted FFO to debt substantially higher than 5% and a
consolidated adjusted debt to EBITDA comfortably below 8x by 2023,
while coping with traffic recovery and higher debt at the holding
company.

S&P said, "We could revise the outlook to stable if we see
sustained improvement in traffic volumes supported by eased
pandemic-related restrictions and recovering economies, leading to
consolidated adjusted FFO to debt substantially higher than 5% and
a consolidated adjusted debt to EBITDA comfortably below 8x by
2023. We would also expect to see stable cross-border freight
operations under the new post-Brexit rules before we revise the
outlook to stable."


IM GROUP: S&P Assigns 'B-' LongTerm ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term issuer credit rating
to IM Group SAS, holding company of Isabel Marant (IM), and
affirmed the 'B-' issue rating on the EUR192 million senior secured
notes due 2025. S&P also withdrew its 'B-' rating, with a negative
outlook, on IM Growth.

The stable outlook reflects S&P's view that IM can maintain its
resilient operating performance in the next 12 months owing to
continued investment in the expansion of its retail network and
online penetration, resulting in debt-to-EBITDA in the 5.0x-5.5x
range.

S&P said, "IM has increased its revenue and EBITDA base in
first-half 2021, and we anticipate supportive consumer trends to
continue in the next 12 months absent any pandemic-related
setbacks.In first-half 2021, the company recorded year-on-year
revenue growth of about 83%, which is also about 30% higher than in
the same period in 2019. All regions contributed to revenue growth
and the good performance of online sales (including owned e-shop
and e-tailers), which increased 72% in the period. IM has generated
positive cash flow from operating activities of EUR18.4 million (as
reported by the company) thanks to its growing EBITDA and despite
EUR13.9 million of working capital absorption primarily caused by
higher receivables. We estimate that the company has benefited from
supportive consumer engagement owing to its local customer base,
meaning that the group has limited exposure to tourist spending.
Also, the product range, which includes the Isabel Marant and
Etoile lines, has enabled the group to meet changing customer
trends, including lower demand for eveningwear and higher demand
for casual wear. The group's retail stores remained open in the
U.S. and in China, although some European stores had to close or
operate at reduced capacity during the first half, which overall
compares favorably to the prior year. European stores have had to
close for about 37% of their theoretical opening time in first-half
2021 compared with 42% in the same period last year. We forecast
that the group will maintain supportive customer engagement and
face fewer pandemic-related restrictions on store openings through
2022. Still, we believe that restrictions can vary by region and
potential new coronavirus variants could limit the group's revenue
growth in the next 12 months.

"IM's good visibility on wholesale sales, continued investment to
expand the retail network, and efforts to penetrate the online
channel provide revenue growth opportunities, in our view.We
estimate that the company's has good visibility on the revenue from
the wholesale channel (69% of 2020 sales, including wholesale
e-commerce) because its distribution partners place their orders
before manufacturing starts. We forecast revenue from sale of the
fall-winter 2021 (FW21) collection will likely exceed prior year's,
thanks to higher initial orders and fewer cancellations. The group
is also taking steps to expand its retail network (from 51 owned
stores as of December 2020), with the addition of 12 retail stores
in 2021 through July, and the planned opening of six additional
stores by the end of the year across Asia, Europe, and the U.S. It
is also increasing its online presence (27% of 2020 sales) thanks
to its owned e-shop, its partnership with e-tailers, its social
media presence, and by facilitating click-and-collect orders with
customers. Overall, we expect IM's revenue to increase by 30%-33%
in 2021 and 5%-7% in 2022. Our base-case scenario also considers
the execution risks with the company's strategy to expand its
retail network, because the need to finding the right location and
build a local customer base could require higher costs and capital
expenditure (capex) than planned.

"We forecast IM will restore its profitability level, thanks to its
brand recognition and good control over its cost base, despite
investment in marketing to support the expansion strategy.We expect
the group to offset any raw materials and logistic price inflation
thanks to its efficient pricing strategy, which we estimate it
could apply due to its good brand recognition. In addition, it has
maintained good control over staff costs, benefited from some
government support, and negotiated rent reduction where possible.
Therefore, we anticipate IM's EBITDA margin will reach 27%-29% in
2021 and 2022, which is broadly in line with prepandemic levels and
higher than about 23% reported in 2020 thanks to higher store
activity. Our EBITDA calculation accounts for the design costs that
the group capitalizes. Our forecasts also consider the company's
marketing investment to engage customers, increase overall brand
awareness, and drive penetration of the online channel. We
anticipate that the marketing spending, which we forecast at 7%-8%
of sales in 2021 and 2022, will likely support revenue growth but
could pressure the group's profit margins in the next 12 months.
Also, we forecast that the new stores will likely generate lower
margins until they reach their full EBITDA potential, which could
weigh on overall profitability. Moreover, we anticipate that the
company's EBITDA margin will likely be lower in second-half 2021
because of the company's initiatives to reduce inventories with
outlets sales that typically have lower margins.

"We forecast IM's debt-to-leverage ratio will improve to 5.0x-5.5x
in 2021 and 2022, down from our estimated 8.0x-8.5x in 2020.We
estimate that the deleveraging in 2021 will be supported by our
forecasts of growing EBITDA and the EUR6 million annual
amortization of a French-state-guaranteed loan. In May 2020, IM
contracted a EUR30 million French state guaranteed loan to protect
its liquidity position. The loan amortizes by EUR6 million annually
from June 2021. The company also repaid EUR8 million under its
EUR200 million senior secured notes late in 2020. Our adjustments
to the EUR192 million of the notes outstanding and the French
state-guaranteed loan include our estimate of EUR45 million-EUR55
million of operating lease commitments and EUR13 million-EUR18
million of trade receivable sold under the factoring program. The
company is owned by private equity firm Montefiore, and we estimate
that this limits IM's appetite for deleveraging because we believe
that, typically, private equity sponsors prefer reinvesting cash in
business opportunities or returns to shareholders. Therefore, in
line with our methodology, we do not deduct available cash from our
computation of adjusted debt.

"We anticipate that IM will maintain an overall supportive
liquidity profile over the next 12 months. To meet incoming
liquidity requirements, IM has about EUR63 million of cash on the
balance sheet (as of June 2021) and our expectation of positive,
although limited, annual free operating cash flow (FOCF) of EUR5
million-EUR10 million. Liquidity requirements include the annual
amortization of the French-state-guaranteed loan, capex spending
for the retail network's expansion, and working capital to support
revenue growth. We anticipate inventories to decrease in
second-half 2021, owing the opening of new outlets and sales
events. Also, no debt instrument in IM's capital structure have
financial covenants.

"The stable outlook reflects our expectation that IM's operational
performance will remain resilient in the next 12 months, resulting
in adjusted debt-to-EBITDA in the 5.0x-5.5x range and funds from
operations (FFO) cash interest coverage ratio sustainably above 2x.
We expect fewer COVID-19-related restrictions on store opening and
good visibility on wholesale sales will likely support
deleveraging. We forecast the group will generate EUR5
million-EUR10 million of FOCF (before lease payments) in the next
12 months, although this is constrained by the planned investment
in marketing and store openings.

"We could consider a negative rating action if the group's debt to
EBITDA deteriorates compared to our base-case expectation such that
we consider its capital unsustainable. This could happen should the
ongoing investment in marketing and capex not translate into
profitable revenue growth, combined with increased competition
resulting in material deterioration in margin and negative FOCF. In
this scenario, we estimate the company's FFO cash interest coverage
ratio to approach 1.0x.

"We could also lower the rating should liquidity come under
pressure, driven for example by negative operating performance
combined with significantly higher capex and working capital
requirements.

"We could consider an upgrade if IM increases its EBITDA beyond our
base-case scenario and the company generates sustainable higher
annual FOCF. This would most likely happen with the seamless
execution of the retail growth strategy and expansion translating
into greater diversification by regions and categories. To consider
a positive rating action, we would need to witness improved credit
metrics such that FFO cash interest coverage sustainably exceeds
3.0x coupled with ongoing deleveraging."


SECHE ENVIRONNEMENT: Fitch Assigns FirstTime 'BB' LongTerm IDR
--------------------------------------------------------------
Fitch Ratings has assigned Seche Environnement S.A. (Seche) a
first-time Long-Term Issuer Default Rating (IDR) of 'BB' and its
proposed EUR300 million bond an expected senior unsecured rating of
'BB(EXP)'. The Rating Outlook on the Long-Term IDR is Stable.

The IDR of Séché reflects its smaller size than peers', its
exposure to more volatile industrial clients and the lack of
revenue predictability due to the uncontracted business. Rating
strengths include its strong position in the niche markets of
hazardous waste (HW) treatment in France, a long record of stable
profit margins and leverage metrics, and resilience throughout the
pandemic.

The Stable Outlook reflects Fitch's expectations that funds from
operations (FFO) net leverage will remain stable at around 4.1x
during 2021-2024, which is commensurate with the company's publicly
stated financial policy of maintaining net debt/EBITDA (as reported
by Séché) of below 3.0x.

KEY RATING DRIVERS

Medium-Sized Waste Operator: Séché's smaller size than other
Fitch-rated European waste operators is offset by the company's
strong position as a specialist in HW in its home market, allowing
it to directly compete with the two global leaders in the
environmental industry. It owns an extensive HW management
infrastructure with long-term permits and locations that offer
cross-border opportunities with neighbouring countries (Germany,
Switzerland, Italy, Spain), with around 25% of incinerated HW
volumes being imported. Séché also owns one of the few hazardous
waste landfills in the country.

Value-added Knowledge in Niche Markets: Séché is present in niche
markets for material recovery, energy recovery and HW management.
The latter is subject to strict technical requirements that provide
higher barriers to entry and pricing power than commoditised
non-HW. Séché applies a technology-focused approach, either by
targeting the recovery of rare materials in demand, or by providing
solutions that require specialised techniques. This strategy has
allowed it to build a resilient customer base of blue-chip
companies and local authorities. HW management was 61% of the
revenue in 2020.

Large Exposure to Industrial Output: The majority of Séché's
business (87%) relates to industrial waste, which translates into
revenue volatility as it is mostly defined as an agreed price per
ton (or TWh of energy generated). However, waste treatment is a
capital-intensive activity with large fixed costs that are
unrelated to volumes. Séché mitigates the structural risk through
above-CPI price increases, reflecting treatment and storage
capacity scarcity and favourable regulatory developments, and
through customer diversification into less-cyclical industries such
as environmental services, healthcare, pharma, chemicals and
energy.

The remaining 13% of the business relates to more stable and
contracted services with municipalities in France and longer-term
contracts.

Merchant and Re-contracting Risks: Séché's activities with
industrial clients are either short-term contracted or merchant. As
a result, Séché faces re-contracting risk linked to existing
contracts and the renegotiation of price and volumes, as well as on
the acquisition of new (or expanded) contracts and one-off
services. However, it has a strong record of customer retention,
retaining almost all of its top-30 clients during 2015-2020 (around
35% of total revenue). Moreover, short-term contracts imply a swift
portfolio-price reset, which has allowed Séché to maintain stable
profit margins over the past decade and take advantage of the
positive trend on prices.

Diversified Offering: Séché's service offering is
well-diversified. Its mid-end operations (transport from the
client's sites to the treatment facilities, sorting and grouping)
represented 7% of revenue in 2020. Its higher value- and
margin-added back-end activities (de-contamination, recycling &
re-use, recovery and landfilling) represented 64%. Séché holds
the required long-term permits to treat every type of waste
(hazardous and non-hazardous) from industrial clients and
municipalities. Its involvement in higher-margin activities is a
competitive advantage but also exposes the company to higher
operational risks.

Higher Volatility in Environmental Services: The environmental
services segment (i.e. soil remediation, chemical cleaning, and
emergency interventions) represented 29% of revenue in 2020 and
complements Séché's offering, although it entails higher
volatility than waste treatment as these are one-off services with
no order backlog.

International Growth Poses Additional Risks: Séché started its
international expansion in 2017, largely in emerging economies. It
plans to increase the share of overseas revenues up to 30% in 2022
from 24% in 2020. While these countries offer strong growth
prospects with increasing population, urbanisation and developing
regulations, they also expose the company to more challenging
operating environments. In emerging countries Séché usually
raises debt at the opco level in local currency to achieve a
natural foreign-exchange (FX) hedge.

Positive Sector Trends; Supportive Regulation: Fitch sees strong
growth prospects for the global waste industry on the back of
population growth, urbanisation and supportive public policies to
increase recovered materials and energy from waste. HW industries
are increasingly exposed to stricter environmental regulations that
favour waste operators. The pace of political support and
regulatory development represents the major risk to Séché's
business plan, particularly in emerging markets. In France,
Séché's waste treatment sites are classified as environmental
protection facilities (ICPEs).

Stable Profitability and Leverage: Séché has a history of stable
profitability and leverage ratios, despite being exposed to
economic conditions and industrial activity. This reflects HW
treatment capacity scarcity, customer loyalty and high switching
costs. It also reflects a conservative financial policy applied
consistently over time, which includes a publicly stated net
debt/EBITDA target below 3.0x.

Fitch expects FFO net leverage to remain at around 4.1x during
2021-2024 (including Fitch-assumed M&A), which is commensurate with
Séché's stated policy. The company's history of financial
stability, particularly during the recent expansion phase, is a key
factor supporting the rating.

Senior Unsecured Aligned with IDR: Séché's ratio of prior-ranking
debt to consolidated EBITDA is moderately within the threshold
allowed by Fitch's criteria to avoid notching down the senior
unsecured rating at the holdco for structural subordination. Fitch
recognises management's commitment to gradually move towards a more
centralised funding structure. The holdco, Séché Environement
S.A., has no business operations but holds around 70% of the
consolidated debt. In France, the company has a cash-pooling system
in place and concentrates net cash and debt positions among
entities.

DERIVATION SUMMARY

Fitch views Luna III S.a.r.l (Luna or Urbaser; BB(EXP)/Stable) as
the closest peer for Séché, followed by local waste management
operators such as FCC Servicios Medioambiente Holding S.A.U.
(BBB-/Stable) and Averda (BB-/Stable). Séché's smaller scale,
lower share of contracted revenue and higher exposure to industrial
customers drive the lower debt capacity compared with Luna's.
However, this is mitigated by Séché's lower leverage metrics and
exposure to activities with higher barriers to entry due to
stricter regulations.

Compared with integrated global leaders such as Veolia Environement
S.A. (BBB/Stable) and Suez S.A., Séché is significantly smaller
and lacks geographical and product diversification. Séché also
has also higher exposure to industrial customers and is not present
in low-risk water activities, which is credit positive for Veolia
and Suez. However, it benefits from higher profit margins and
stronger leverage metrics. Overall, the difference in ratings
reflects Séché's weaker business risk that is not entirely offset
by a slightly better financial profile.

KEY ASSUMPTIONS

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

-- Issuance of EUR 300 million of senior unsecured notes in 2021,
    with maturity date in 2028;

-- Revenue growth of 7% on average per annum to 2024, primarily
    driven by higher healthy pricing environment and bolt-on
    acquisitions;

-- EBITDA margin (Fitch-defined) averaging 17% over 2021-2024;

-- Capex on average at 11% of revenue on average during 2021-
    2024;

-- Working capital at 12% of revenue during 2021-2024;

-- Stable dividends and minority interest payments to 2024;

-- M&A: acquisition of Osis IDF in 2022. Additional M&A outflows
    of EUR35 million per year for 2023-2024, which is not in
    Séché's business plan.

RATING SENSITIVITIES

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

-- Deleveraging leading to FFO net leverage below 3.7x and FFO
    interest coverage above 4.5x on a sustained basis, and
    consistent free cash flow (FCF).

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

-- FFO net leverage above 4.4x and FFO interest coverage below
    3.5x and consistently negative FCF;

-- Increased earnings volatility within Seche's business
    portfolio, to the extent the changes are not adequately offset
    by lower financial risk. This could arise from material
    changes to regulatory framework (towards less supportive
    regulations) or a material increase in exposure to cyclical
    sectors among its industrial clients or to emerging countries.

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

Healthy Liquidity: As of 30 June 2021, Séché had readily
available cash of EUR134 million and committed undrawn facilities
EUR150 million maturing in July 2023. In Fitch's rating case Fitch
expects the post-dividend FCF to remain positive. This means that
Séché can cover scheduled debt maturities of EUR230 million for
2021-2023 without resorting to additional debt issuance.

Séché's planned senior unsecured notes issue of EUR300 million
will be used to repay EUR250 million of existing debt, to finance
the acquisition of Osis IDF expected in early 2022, and to cover
transaction-related fees and prepayment costs. Post transaction
Séché's liquidity position will remain healthy.

ISSUER PROFILE

Séché is engaged in the collection, treatment and storage of
waste, as well as the recovery of energy and materials. It
generated 82% of its 2020 revenues with industrial clients and
environmental service companies; and the remaining 18% with local
authorities.

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.


SECHE ENVIRONNEMENT: S&P Assigns 'BB' LT ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term issuer credit rating
to France-based circular economy and waste management company Seche
Environnement S.A. (Seche) and its 'BB' issue rating to its EUR300
million unsecured notes, with a '3' recovery rating, indicating its
expectation of 55% recovery in the event of a default.

The proposed transaction is quasi leverage neutral and does not
impact our expectation of a conservative financial policy. S&P
said, "We expect adjusted debt of approximately EUR560 million at
year-end 2021. The EUR300 million sustainability linked bonds will
be used to repay a EUR95 million syndicated term loan, EUR130
million and EUR20 million private placements, and EUR10 million of
bank debt. The net impact on net debt is EUR10 million,
corresponding to the various transaction fees. Meanwhile EUR35
additional million will stay on the balance sheet. In addition to
about EUR555 million of reported financial debt, we make
adjustments for operating leases liabilities (EUR45 million),
factoring liabilities (EUR24 million), asset-retirement obligations
(EUR13 million), pension obligations (EUR13 million), and earnouts
(EUR4 million), net of EUR95 million cash. As a result, we forecast
adjusted debt to EBITDA at about 3.7x by year-end 2021. Given the
business' high capital intensity, we forecast free operating cash
flow (FOCF) will remain somewhat constrained in 2021, at EUR15
million-EUR20 million, before increasing to EUR50 million-EUR60
million in 2022. We understand that the company has a strict
financial policy and that it targets a reported net leverage
(company calculated) of 3.0x, with a maximum tolerance of 3.5x in
case of acquisitions, followed by the aim to deleverage in the
following 12 months back to 3.0x."

COVID-19's effect on Seche was limited in 2020. The bulk of the
impact was centered on second-quarter (Q2) 2020, when a strict
lockdown was imposed in France and the plants of Seche's clients
closed, resulting in lower volume intake. However, despite a
continuously difficult macroeconomic context internationally,
particularly in South America and Africa, recovery was very strong
from Q3 2020 in France, and revenue decreased by only 5.9%. The
adjusted EBITDA margin increased to 18.2% from 17.0%, because
positive pricing effects more than compensated lower volumes.
Moreover, Seche benefited from one-off pandemic-related savings,
such as reduced travel costs.

Seche maintains a leading position in the waste treatment market
with strong technical capabilities, supported by high barriers to
entry. Seche operates across the entire hazardous and nonhazardous
waste treatment value chain, from sorting to landfilling
activities, including recycling and waste-to-energy (WTE) treatment
methods. S&P sees barriers to entry as very high, particularly
regarding the treatment of hazardous waste, given the complex
technology required, legal process, and significant time and
capital outlay necessary to build a new treatment facility. As
such, Seche benefits from even stronger protection, because many of
its treatment centers benefit from the French "Seveso" label, the
highest level of accreditation for the handling of dangerous
materials. Moreover, Seche focuses on the fastest-growing segments
of the value chain, such as decontamination of hazardous waste; or
different niches, such as bromine recycling for chemicals
companies, for which it has developed a unique recycling process
and therefore faces little to no competition.

S&P said, "Although most of Seche's contracts are short term, we do
not see this as a constraining factor for the rating. Seche's
client base is largely made up of industrial players (about 80%)
while the rest is made up of local authorities. The split of the
client base is largely the result of a strategic choice to focus on
the hazardous waste market where industrials are the largest
providers in terms of volume. Contracts with municipalities are
usually medium to long term, with three-to-five years' duration,
and usually structured around the public delegation services model
where Seche provides a service on behalf of public authorities.
Contracts with industrials are generally spot or short term, with
durations of less than a year, which can create volatility in terms
of revenue profile. However, this has not been the case
historically, since Seche has demonstrated high renewal rates and
the ability to increase its business with most of its French top 20
clients in 2015-2020. The short-term duration of contracts with
industrials also allows the company to potentially incur higher
price increases than could be obtained through typical indexation
clauses with municipalities. Moreover, Seche benefits from strong
client diversification, with its top 10 industrial clients
representing about 16% of 2020 sales and the top 10 municipal
clients representing about 7%.

"We view positively Seche's rapid international expansion strategy,
which was partly fueled by a prudent mergers and acquisitions (M&A)
policy. Sales made outside France represented about 25% of revenue
in 2020, up from 5% in 2015. The primary determinant of Seche's
international expansion has historically been demand from its
industrial clients, which could not find the required waste
treatment expertise in the developed countries in which they
operated. Seche has therefore been able to enter completely
untapped markets such as Peru and South Africa, where it faces very
low or no competition. It has built platforms that have grown
thanks to strategic acquisitions, such as Interwaste and Spill Tech
in South Africa in 2019 and 2021, respectively. In addition, 8% of
the group revenue is generated by waste sourced in France's
neighboring countries such as Germany, where Seche has strong ties
with the chemicals industry. We expect Seche's international
expansion will continue in the coming years, partly fueled by
acquisitions. Seche usually acquires targets at lower multiples
than can be seen in Western Europe, given that they are usually
located in developing countries." Meanwhile, targets situated in
developed countries are selected for the strong synergy potential
they offer. For example, at Mecomer, Northern Italy, best practice
exchanges were highly relevant, and Mecomer supplied strong waste
volumes for cross-border transfers.

The waste treatment industry benefits from favorable fundamentals,
helped by more stringent regulation. In recent years, France has
passed several laws discouraging landfilling in favor of more
environmentally friendly treatment methods such as recycling. The
main lever has been the significant increase in "taxe generale sur
les activites polluantes" (TGAP), a tax charged to operators when
they landfill waste. Combined with the increased environmental
awareness of the society and corporates, Seche has a favorable
market environment, especially in the hazardous waste segment,
since it provides a high level of expertise that only Veolia and
Suez also possess in France. Nevertheless, similar to its peers,
Seche is exposed to potential unanticipated changes in regulation
that could result in industry disruption until the company adapts.

Seche's relatively small scale, scope, average margins, and high
capital expenditure (capex) requirements are constraining factors.
Although of fair size in an industry that include numerous small
regional and local players, Seche remains significantly smaller
than peers such as Spain-based Urbaser (EUR450 million EBITDA) or
U.S.-based Waste Industries Inc. ($4.5 billion EBITDA). This
relatively smaller size, combined with the greater complexity of
treatment activities in France--compared with the
landfilling-centered U.S., and the fierce competition with French
giants Veolia and Suez--result in lower profitability than that of
most U.S. peers. For example, both Waste Connections Inc.'s (31.4%
S&P Global Ratings-adjusted EBITDA margin in 2020) and Stericycle
Inc.'s (20.6% in 2020) margins were above the 18.2% adjusted EBITDA
margin of Seche for full-year 2020. Seche is also less vertically
integrated than most higher-rated competitors, with some collection
activities only in the dangerous waste segment--even though this is
a strategic choice, since companies operating in the
waste-collection market face strong competition from small local
players in France. Meanwhile, U.S. peers see high margins in the
collection segment and secure waste volumes. A further constraint
is the high capex requirements needed to maintain the company's
current waste installations and build new treatment facilities.
This results in our projection of a high capex-to-sales ratio of
10%-12% over 2021-2023, pressuring FOCF, although the company has
visibility on the return on investment given the contracted nature
of its business. In addition, waste services providers usually face
reputation risk, which could result in significant liabilities,
although this not been the case for Seche in its 35-year history.

S&P said, "We view governance as a supporting factor for the
ratings. Our assessment of governance as fair reflects management's
experience and expertise, governance in line with best practices,
and the balance of different stakeholders' interests. After the
failure of its investments in French water services provider,
Saur--in which Seche owned a 33% stake from 2007 to 2013, and which
was bought out by the banks following Seche's failure to repay the
acquisition debt alongside the other private equity owner--Seche
has put in place a stricter investment policy which encompasses
short-term synergies with its existing waste business and full
control of the acquired target.

"The stable outlook reflects our view that the group's revenue will
increase 8%-9% in 2021 and expand EBITDA margins toward 20%-21%,
supported by a favorable macroeconomic environment compared with
2020 and positive industry fundamentals. We expect this strong
operational performance will drive adjusted debt to EBITDA below 4x
over the next 12 months, combined with a more conservative
financial policy that will support sustaining such low leverage.

"We could lower the rating if the group faces a significant revenue
and EBITDA contraction due to unexpected adverse operating
developments, resulting in deteriorating credit metrics.

"We could also take a negative rating action if the group maintains
its leverage above 4x over the next 12 months. This could result
from debt-financed acquisitions or higher-than-expected cash
returns to shareholders.

"We could raise the rating if adjusted leverage decreases below 3x
on a sustained basis. This could happen if the company delivers on
its operational improvement plan while continuing to benefit from
revalorization of hazardous waste prices. It will also require
Seche to adopt a more prudent leverage target. We could also raise
the rating if Seche continues to improve its scale and market
shares, combined with further EBITDA margin improvements."




=============
I R E L A N D
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ANCHORAGE CAPITAL 1: Moody's Ups Rating on EUR11.7MM F Notes to B1
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by
Anchorage Capital Europe CLO 1 DAC (the "Issuer"):

EUR218,000,000 Class A-1 Senior Secured Floating Rate Notes due
2031, Assigned Aaa (sf)

EUR30,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2031,
Assigned Aaa (sf)

EUR6,000,000 Class D-2 Senior Secured Deferrable Fixed Rate Notes
due 2031, Assigned Baa2 (sf)

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

EUR39,200,000 Class B Senior Secured Floating Rate Notes due 2031,
Affirmed Aa2 (sf); previously on Jul 26, 2018 Assigned Aa2 (sf)

EUR23,600,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed A2 (sf); previously on Jul 26, 2018
Assigned A2 (sf)

EUR13,600,000 Class D-1 Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Baa2 (sf); previously on Jul 26, 2018
Assigned Baa2 (sf)

EUR27,600,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Jul 26, 2018
Assigned Ba2 (sf)

And Moody's upgraded the Class F Notes which have not been
refinanced:

EUR11,700,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to B1 (sf); previously on Jul 26, 2018
Assigned 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 B Notes, Class C Notes,
Class D-1 Notes and Class E Notes are a result of the refinancing,
which has no impact on the ratings of the notes.

Moody's upgrade of the Class F Notes is a result of the
refinancing, which increases excess spread available as credit
enhancement to the rated notes.

As part of this refinancing, the Issuer has extended the weighted
average life by 12 months to January 26, 2028. It has also amended
certain definitions including the definition of "Adjusted Moody's
Rating Factor" and minor features.

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.

Anchorage Capital Group, L.L.C. ("Anchorage") 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 less than one year remaining reinvestment period.
Thereafter, subject to certain restrictions, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit risk obligations and
credit improved obligations.

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Performing par and principal proceeds balance: EUR398,191,594

Defaulted Par: EUR5,853,587 as of September 10, 2021

Diversity Score(*): 49

Weighted Average Rating Factor (WARF): 3282

Weighted Average Spread (WAS): 3.89%

Weighted Average Coupon (WAC): 4.86%

Weighted Average Recovery Rate (WARR): 44.60%

Weighted Average Life Test Date: January 26, 2028


BLACK DIAMOND 2019-1: Moody's Affirms B3 Rating on EUR11MM F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Black
Diamond CLO 2019-1 Designated Activity Company (the "Issuer"):

EUR187,000,000 Class A-1 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

USD34,360,000 Class A-2 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

USD25,000,000 Class A-3 Senior Secured Fixed Rate Notes due 2032,
Definitive Rating Assigned Aaa (sf)

EUR27,000,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aa2 (sf)

EUR25,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Definitive Rating Assigned Aa2 (sf)

EUR22,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned A2 (sf)

EUR25,000,000 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:

EUR3,000,000 (Current Outstanding Amount EUR 375,000) Class X
Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf);
previously on Oct 1, 2020 Affirmed Aaa (sf)

EUR22,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba3 (sf); previously on Oct 1, 2020
Confirmed at Ba3 (sf)

EUR11,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed B3 (sf); previously on Oct 1, 2020
Downgraded to 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.

Moody's rating affirmation of the Class X, Class E 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, will amend the definition of "Adjusted
Weighted Average Rating Factor" and other minor features. In
addition, the Issuer will amend 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 or senior secured
bonds and up to 10% of the portfolio consist predominately of
unsecured senior loans, second-lien loans, high yield bonds and
mezzanine loans to obligors domiciled in Western Europe. The
underlying portfolio is fully ramped as of the closing date.

Black Diamond CLO 2019-1 Adviser, L.L.C 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
reinvestment period ending in August 2023. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations and credit improved obligations.

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Performing par and principal proceeds balance: EUR396.8m

Defaulted Par: None

Diversity Score(*): 57

Weighted Average Rating Factor (WARF): 3095

Weighted Average Spread (WAS): 3.8%

Weighted Average Recovery Rate (WARR): 45.0%

Weighted Average Life (WAL): 5.6years


BLACK DIAMOND 2019-1: S&P Affirms B- Rating on Class F Notes
------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Black Diamond CLO
2019-1 DAC's class A-1-R, A-2-R, A-3-R, B-1-R, B-2-R, C-R, and D-R
notes. At the same time, S&P has affirmed its ratings on the class
X, E, and F notes.

On Oct. 22, 2021, the issuer refinanced the original class A-1,
A-2, A-3, B-1, B-2, C, and D notes by issuing replacement notes of
the same notional.

The replacement notes are largely subject to the same terms and
conditions as the original notes, except for the following:

-- The replacement notes have a lower spread over Euro Interbank
Offered Rate (EURIBOR) than the original notes.

-- The U.S. dollar notational replacement notes have a lower
spread over the U.S. dollar LIBOR and a lower coupon than the
original notes.

-- The non-call period has been extended by 21 months.

The ratings assigned to Black Diamond CLO 2019-1's refinanced notes
reflect our assessment of:

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

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

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

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

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

The portfolio's reinvestment period ends in August 2023.

S&P said, "In our cash flow analysis, we used a euro-equivalent of
EUR396.815 million adjusted collateral principal amount, the actual
weighted-average spread (for both euro- and U.S. dollar-
denominated assets), the actual weighted-average coupon (for both
euro- and U.S. dollar- denominated assets), a target
weighted-average recovery rate of 36.00% at the 'AAA' rating level,
and the actual weighted-average recovery rates at each rating level
below 'AAA', calculated in line with our CLO criteria.

"We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate and currency stress scenarios for each liability rating
category.

"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 ratings than
those we have assigned. However, as the CLO is in its reinvestment
phase, during which the transaction's credit risk profile could
deteriorate, we have capped our assigned ratings on the notes. In
our view the portfolio is granular in nature, and well-diversified
across obligors, industries, and assets."

Elavon Financial Services DAC is the bank account provider and
custodian, while Natixis S.A. is the swap counterparty. The
documented downgrade remedies are in line our current counterparty
criteria.

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

"At closing, the transaction's legal structure is bankruptcy
remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our preliminary
ratings are commensurate with the available credit enhancement for
the class X, A-1-R, A-2-R, A-3-R, B-1-R, B-2-R, C-R, D-R, E and F
notes.

"In addition to our standard analysis, we have provided an
indication of how rising pressures among speculative-grade
corporates could affect our ratings on European CLO transactions.
To indicate this we have included the sensitivity of the ratings on
the class A-1-R to E notes to five of the 10 hypothetical scenarios
covered in "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 (see "ESG Industry Report Card: Collateralized Loan
Obligations," published on March 31, 2021). Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to the following industries (non exhaustive): the production or
trade of drugs or narcotics, tobacco, pornography or prostitution,
trading in endangered or protected wildlife, and chemical and
biological weapons. 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

  RATINGS ASSIGNED     

  CLASS   RATING    AMOUNT     REPLACEMENT    ORIGINAL     SUB (%)
                    (MIL.)     NOTES          NOTES
                               INTEREST RATE* INTEREST RATE
  A-1-R   AAA (sf)  EUR187.00  Three-month    Three-month   40.27
                               EURIBOR        EURIBOR
                               plus 0.98%     plus 1.20%

  A-2-R   AAA (sf)  $34.36     Three-month    Three-month   40.27
                               USD LIBOR      USD LIBOR
                               plus 1.39%     plus 1.55%

  A-3-R   AAA (sf)  $25.00     2.75%          3.483%        40.27

  B-1-R   AA (sf)   EUR27.00   Three-month    Three-month   27.17
                               EURIBOR        EURIBOR
                               plus 1.85%     plus 1.95%

  B-2-R   AA (sf)   EUR25.00   2.50%          2.75%         27.17

  C-R     A (sf)    EUR22.00   Three-month    Three-month   21.62
                               EURIBOR        EURIBOR
                               plus 2.60%     plus 2.80%

  D-R     BBB- (sf) EUR25.00   Three-month    Three-month   15.32
                               EURIBOR        EURIBOR
                               plus 3.75%     plus 4.10%

  RATINGS AFFIRMED     
  
  X§      AAA (sf)  EUR0.375   N/A            Three-month   N/A
                                              EURIBOR
                                              plus 0.49%

  E§      B+ (sf)   EUR22.00   N/A            Three-month    9.78
                                              EURIBOR
                                              plus 6.19%

  F§      B- (sf)   EUR11.00   N/A            Three-month    7.01
                                              EURIBOR
                                              plus 8.46%

*The payment frequency switches to semiannual and the index
switches to six-month EURIBOR/U.S. dollar LIBOR when a frequency
switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


PENTA CLO 10: Moody's Assigns (P)B3 Rating to EUR12MM Cl. F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Penta 10 CLO
Designated Activity Company (the "Issuer"):

EUR252,000,000 Class A Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

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

EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Assigned (P)Aa2 (sf)

EUR 24,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR27,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Baa3 (sf)

EUR20,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba3 (sf)

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

RATINGS RATIONALE

The rationale for the rating is 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 64% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the five months ramp-up period in compliance with the
portfolio guidelines. The effective date determination requirements
of this transaction are weaker than those for other European CLOs
because full par value is given to defaulted obligations when
assessing if the transaction has reached the expected target par
amount as of the effective date. Moody's believes that such
treatment of defaulted obligations can introduce additional credit
risk to noteholders since the potential par loss stemming from
recoveries being lower than a defaulted obligation's par amount
will not be taken into account. Hence the CLO notes' outstanding
ratings could be negatively affected around the effective date,
despite satisfaction of the transaction's effective date
determination requirements.

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

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR32.9M of Subordinated Notes which are not
rated.

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: EUR400M

Diversity Score: 46

Weighted Average Rating Factor (WARF): 2965

Weighted Average Spread (WAS): 3.7%

Weighted Average Coupon (WAC): 4.0%

Weighted Average Recovery Rate (WARR): 44.25%

Weighted Average Life (WAL): 9.0 years




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

ATLANTIA SPA: Moody's Puts Ba2 CFR Under Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service has upgraded to Ba2 from Ba3 the senior
unsecured and backed senior unsecured ratings and to (P)Ba2 from
(P)Ba3 the senior unsecured euro medium-term note (EMTN) programme
rating of toll road operator Autostrade per l'Italia S.p.A. (ASPI).
ASPI's ratings and outlook have been also placed under review for
upgrade.

Concurrently, Moody's has placed under review for upgrade the Ba2
Corporate Family rating, the Ba3 senior unsecured rating and the
(P)Ba3 rating of the senior unsecured EMTN programme of Italian
motorway and airport infrastructure company Atlantia S.p.A.
(Atlantia), as well as its outlook.

Moody's has also affirmed the Baa3 senior unsecured and underlying
senior secured ratings and the (P)Baa3 senior unsecured EMTN
programme rating of Aeroporti di Roma S.p.A. (ADR), the outlook
remains positive.

RATINGS RATIONALE

The rating action follows the October 14, 2021 settlement agreement
between ASPI and the grantor (Ministero delle Infrastrutture e
della Mobilita' Sostenibili, MIMS).

Signature of the agreement concludes a lengthy dispute between the
parties following collapse of the Polcevera bridge, and marks the
withdrawal of the government's earlier allegations of serious
breaches of ASPI's concession contract. The agreement significantly
decreases the likelihood of a revocation of ASPI's concession and
reduces the political pressure and downside risks for ASPI and
Atlantia. Furthermore, the settlement agreement represents an
important step towards satisfaction of the condition precedents in
the share purchase agreement signed between Atlantia and the
Consortium formed by CDP Equity S.p.A., The Blackstone Group
International LLP and Macquarie European Infrastructure Fund 6 SCSp
on June 11, 2021. Nevertheless, finalization of the sale of
Atlantia's entire 88.06% stake in ASPI remains subject to a number
of condition precedents which are expected to be satisfied over the
next five months. In this regard, Moody's highlights that the final
deadline for fulfilment of the condition precedents is March 31,
2022.

In particular, the sale of ASPI continues to be subject to (1) the
effectiveness of the settlement agreement and of the new economic
and financial plan to be submitted by ASPI, which will provide
visibility over future tariff evolution, maintenance and investment
requirements; (2) the subscription from ASPI and MIMS of the new
addendum to ASPI's concession contract, incorporating among others
new rules around penalties and compensation under a termination
scenario (and which will become effective upon registration with
the Italian Court of Audit); and (3) consent by some of the
creditors to release Atlantia's financial guarantees on ASPI debt
and amend the change of control and cross default clauses included
in part of the group's debt documentation.

The new settlement agreement includes a total of EUR3.4 billion
compensation payable and already fully provisioned by ASPI which is
in line with the preliminary agreement reached with the government
on July 14, 2020. Nevertheless, it also takes into account the
outcome of recent discussions with the local public authorities,
earmarking around EUR1.5 billion to initiatives to benefit local
communities.

More specifically, the updated settlement agreement provides for;
(1) reconstruction of the bridge in Genoa and related
indemnifications (around EUR600 million); (2) an additional EUR1.1
billion for initiatives benefitting the local community in Liguria
(mainly allocated to the construction of a subsea tunnel under the
port of Genoa; (3) non-remunerated investments (EUR1.2 billion);
and (4) toll discounts of around EUR500 million. The new economic
and financial plan to be submitted by ASPI will reflect the new
settlement agreement.

The upgrade of ASPI's rating to Ba2 reflects the reduced downside
risks following the settlement agreement and the decision to place
the rating under review for further upgrade takes into account the
potential for further improvement in credit quality in the context
of pending approvals and residual execution risks around the sale
of the toll road operator. Importantly, the magnitude of a
potential upgrade of ASPI's ratings will also depend on the
company's business strategy, capital structure, financial policy,
targeted financial leverage, final shareholder composition and
governance framework after completion of the transaction.

The review of Atlantia's Ba2 ratings is driven by the importance of
ASPI in the context of the wider group's credit profile and the
current linkages between the two entities, with the consequent
reduction in political risk at Atlantia level that derives from the
signing of the settlement agreement. The positioning of Atlantia's
ratings remains subject to sufficient visibility over the group's
future investments, the resulting evolution of its business risk
profile, the capital structure and target financial leverage once
the contractual linkages between Atlantia and ASPI have been
removed.

Moody's expects to conclude the rating reviews once the settlement
agreement has become fully effective, the sale of Atlantia's stake
in ASPI is certain and there is sufficient clarity over each
company's future business risk profile and capital structure.

Affirmation of ADR's Baa3 rating reflects the partial delinkage of
ADR's credit quality from that of the wider Atlantia group owing to
the standalone nature of ADR's assets, its financing arrangements
and some protections included in its concession contract. While on
a standalone basis ADR continues to suffer from severe traffic
declines at Rome airports on the back of travel restrictions in
place since February 2020 and only slowly being lifted, the
positive outlook indicates Moody's expectations that ADR's credit
metrics will gradually recover over the next two years, such that
funds from operations (FFO)/debt ratio will be at least 15% by
year-end 2023, which is more commensurate with a higher rating
level.

Overall, ASPI's credit profile continues to be supported by (1) the
essentiality of its toll road network, comprising more than 50% of
the country motorway system; (2) the long term concession contract
expiring in 2038; and (3) the resilient cash flow profile
demonstrated in the past. These strength are partially offset by
(1) political interference in the regulatory environment and the
uncertainties related to future toll levels; (2) ASPI's sizeable
investment programme and increasing maintenance requirements; and
(3) the downside risks linked to the consequences of the
coronavirus pandemic, which has resulted in a significant reduction
in traffic in 2020 and H1 2021.

The credit quality of Atlantia group continues to be supported by
(1) its large size and focus on the toll road and airport sectors;
(2) the strong fundamentals of the group's toll road network, which
is diversified and comprises essential motorway links across
several countries; (3) the reasonably established regulatory
framework for its toll road operations, albeit exposed to high
political pressures in Italy; and (4) a track record of relatively
prudent financial policies. These factors are balanced by (1) the
group's fairly complex structure, with minority shareholders and
debt at intermediate holding companies; (2) the relatively shorter
average concession life of the Abertis group; and (3) the
significant amount of consolidated debt, albeit with a strong
liquidity position.

ADR's Baa3 rating is supported by (1) the strong fundamentals of
its airports, representing the larger airport group in Italy and
the seventh in Europe; (2) the strength of its service area and
favourable competitive position, given that Rome is one of Europe's
major capital cities; (3) the high proportion of origin and
destination passengers, characterised by a significant component of
European travellers and leisure traffic; (4) a relatively
diversified carrier base, although with exposure to the national
flagship carrier Alitalia; and (5) the company's moderate financial
leverage and strong liquidity profile. However, ADR's fundamentals
continue to be susceptible to downside risks linked to the
consequences of the coronavirus pandemic, with highly uncertain
recovery prospects.

LIQUIDITY AND DEBT COVENANTS

ASPI's liquidity position is strong, underpinned by EUR1.9 billion
of cash on balance sheet as of June 2021 and an undrawn committed
revolving facility of EUR750 million with a final maturity in April
2026. Debt maturities over the next 18 months amount to EUR1.4
billion. Hence, Moody's expects that the company's cash and cash
flow generation combined with its revolving credit facility will be
sufficient to cover all its cash requirements in the next 12 to 18
months.

At the Atlantia holding company level the liquidity position is
also strong, underpinned by EUR0.7 billion of cash on balance sheet
as of June 2021 and total undrawn committed facilities of EUR1.25
billion with a final maturity in July 2023. Atlantia holding
company does not have any maturities until 2023. In addition,
Atlantia is expected to receive around EUR8.2 billion of cash
following the sale of ASPI in the first quarter of 2022. Therefore,
Moody's expects that the company will hold a material amount of
cash on balance sheet until at least the next 12 months.

ADR's liquidity position is supported by around EUR0.7 billion of
cash on balance sheet as of June 2021 and total undrawn committed
facilities of EUR250 million with a final maturity in July 2023.
More recently, in April 2021, ADR issued its first
sustainability-linked bond for EUR500 million with maturity in
2031. The next upcoming significant debt maturity is GBP215 million
Class A4 notes in 2023. Moody's expects that ADR's liquidity
position and cash flow generation will be sufficient to cover its
expenditures and debt service obligations until at least the end of
2022.

ADR's debt documentation includes two financial covenants -- net
debt/EBITDA of 4.25x and interest cover ratio of 3x -- tested
semi-annually on a historical basis. In July 2020, ADR received all
the approvals to waive its financial covenants until and including
the test date falling December 2021. While this has negated
covenant breaches in the short term, there is a probability that
ADR will require additional extension of waivers beyond June 2022
in some of its financing agreements. The current Baa3 rating
assumes that the group will take actions in order to avoid any debt
acceleration.

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

ASPI's ratings could be upgraded if (1) the economic and financial
plan of ASPI is formally approved, providing visibility over future
tariff evolution, maintenance and investment requirements; (2) the
addendum of ASPI's concession contract to incorporate the new rules
around penalties and compensation under a termination scenario
becomes effective; and (3) there is higher visibility over the
future capital structure of ASPI, its financial policy and targeted
financial leverage going forward, as well as its final shareholder
composition.

Upward pressure on Atlantia's ratings could materialize following
the disposal of ASPI and once there is be greater clarity on the
implications of the sale for the group's capital structure and
credit metrics. Sufficient visibility around the future investments
of the group would be also required in order to upgrade the
ratings.

An upgrade of ADR's ratings could occur following an upgrade of
Atlantia's ratings, providing that (1) the company's liquidity
position remains solid; and (2) there is high likelihood that ADR's
financial profile will gradually improve on the back of traffic
recovery over the coming three years.

In light of the current review for upgrade, a downgrade of
Atlantia's and ASPI's ratings is unlikely in the near future.
However, downward pressure could materialize in case the disposal
of ASPI would not be completed and the government takes detrimental
actions against the group.

Downward pressure on ADR's ratings could materialise in case of
negative pressures on Atlantia's consolidated credit quality. In
addition, negative pressure on ADR's rating would also result from
(1) an increased likelihood that the coronavirus pandemic will have
a more pronounced and permanent detrimental impact on traffic,
weakening the company's financial profile such that FFO/debt ratio
would remain below 10% on a sustainable basis; (2) an increased
risk of extended covenant breaches, without the corresponding
remediating actions; or (3) a significant deterioration of the
group's liquidity profile.

The principal methodology used in rating Atlantia S.p.A. and
Autostrade per l'Italia S.p.A. was Privately Managed Toll Roads
Methodology published in December 2020.

Atlantia S.p.A. is the holding company for a group active in the
infrastructure sector. Its main subsidiaries include Autostrade per
l'Italia S.p.A., Abertis Infraestructuras S.A., Aeroporti di Roma
S.p.A. and Azzurra Aeroporti S.r.l. (holding company for Aéroports
de la Cote d'Azur).

Autostrade per l'Italia S.p.A. is the country's largest operator of
tolled motorways, which together with its subsidiaries, manages a
network of 3,020 km of motorways under long-term concession
agreements granted by the Italian government.

Aeroporti di Roma S.p.A. is the concessionaire for the two airports
serving the city of Rome (Fiumicino and Ciampino) which recorded
49.4 million passengers in 2019 and 11.4 million passengers in
2020.

LIST OF AFFECTED RATINGS

Issuer: Autostrade per l'Italia S.p.A.

Upgrades:

Senior Unsecured Medium-Term Note Program, Upgraded to (P)Ba2 from
(P)Ba3; Placed Under Review for further Upgrade

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 from Ba3;
Placed Under Review for further Upgrade

BACKED Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2
from Ba3; Placed Under Review for further Upgrade

Outlook Actions:

Outlook, Changed To Rating Under Review From Positive

Issuer: Atlantia S.p.A.

On Review for Upgrade:

LT Corporate Family Rating, Placed on Review for Upgrade,
currently Ba2

Senior Unsecured Medium-Term Note Program, Placed on Review for
Upgrade, currently (P)Ba3

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently Ba3

Outlook Actions:

Outlook, Changed To Rating Under Review From Positive

Issuer: Aeroporti di Roma S.p.A.

Affirmations:

Senior Unsecured Medium-Term Note Program, Affirmed (P)Baa3

Senior Unsecured Regular Bond/Debenture, Affirmed Baa3

Underlying Senior Secured Regular Bond/Debenture, Affirmed Baa3

Outlook Actions:

Outlook, Remains Positive




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

VENGA HOLDINGS: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit and issue ratings to European satellite services provider
Marlink's parent, Luxembourg-based Venga Holdings, and the senior
secured term loan B (TLB) it plans to issue through fully owned
financing subsidiary Venga Finance.

The stable outlook reflects S&P's expectation that favorable growth
drivers and the company's well established leading very small
aperture terminal (VSAT) position, low churn, and seasoned
management will support steady organic revenue growth of 4%-6% in
2022-2023, expanding margins, positive free operating cash flow
(FOCF), and fully adjusted debt to EBITDA decreasing to about 5.7x
in 2022 from 6.4x at Dec. 31, 2021.

S&P said, "The rating is constrained by Marlink's high S&P Global
Ratings-adjusted leverage, leveraged buyout ownership, and highly
competitive niche market. We forecast S&P Global Ratings-adjusted
debt to EBITDA at 6.4x in 2021 (6.9x excluding our incremental
lease adjustment for satellite capacity commitments). In our view,
the company's private-equity ownership will foster an aggressive
capital structure. However, at this stage we do not forecast
dividend payments, and we think leverage will materially reduce
thanks to consistent top-line growth and margin expansion.

"We think the maritime SatCom services industry is a small, very
fragmented market.The industry is experiencing high competition,
including from satellite operator and Marlink's supplier Inmarsat
and asset-light companies like Marlink, with ongoing average
revenue per user (ARPU) erosion due to ever-decreasing supply
driven satellite capacity prices. Moreover, Marlink's lack of
infrastructure ownership reduces barriers to entry, while more
difficult business trends in adjacent segments to satellite
communication, like airlines and video, could lure new competitors
including satellite operators into Marlink's niche, in our view.

"Our rating factors Marlink's solid established position and good
track record of market share expansion, diversifying its customer
base and improving its business mix. Marlink has leading market
positions in the fragmented and competitive maritime SatCom
services industry, where technology substitution risk is limited
given satellite is the only suitable technology when communicating
at sea. Marlink has 24% market share in the Maritime SatCom market,
ahead of Inmarsat and Speedcast, and is the No. 1 maritime VSAT
provider. We think Marlink differentiates itself from competition
through its proprietary VSAT platform and full end-to-end service
portfolio, distributed and maintained through a worldwide ground
network (including teleports and equipment within) and sales,
installation and maintenance workforce. This subscription-based
model results in very high contract renewal rates of more than 95%.
In addition, Marrlink's well-seasoned management team has
successfully shifted the sales mix toward more value-added VSAT
technology, diversified the revenue base across various verticals,
and reduced customer concentration.

"We forecast steady organic revenue growth, driven by increasing
demand for data traffic and overall digitization in the maritime
segment. We think that secular trends in data connectivity for
remote areas and the currently under-connected maritime industry
will continue to drive growth. Other factors should contribute to
the group's expected organic growth, such as an expanding number
(6,350 VSAT vessels at December 2020) of equipped vessels across
verticals-- including shipping, yachting, offshore, fishing, and
the recently recovering cruise segment--as well as ever-increasing
satellite capacity supply and an improving sales mix. The steady
shift to VSAT from mobile satellite services (MSS) translates into
higher revenue visibility, because VSAT has higher margins,
contract length is usually three-to-five years and churn is low
given the better technology and higher switching costs. In
addition, acquisition opportunities in this fragmented market will
likely complement organic growth.

"We expect steady EBITDA margin expansion spurred by an improved
sales mix and organic revenue growth. Marlink operates a scale
business and its leading VSAT position allows it to better absorb
costs for satellite capacity procurements, critical hardware, and
labor required to maintain a technological edge and a global
presence. Its reported EBITDA margins (after lease, before
management adjustments, and nonrecurring) of about 22% for 2021 in
our forecasts should further expand, spurred by organic growth and
increasing penetration of the more value-added VSAT platform (67%
of revenue in 2020 up from 48% in 2016).

"Marlink's technology-agnostic model provides agility since it can
bundle various technologies, increase redundancy, and offer a
proprietary product . Marlink does not operate any satellites and
competes, in particular, against its main supplier Inmarsat. That
said, we do not view this as a material disadvantage, given
ever-increasing satellite capacities, several existing fixed
satellite service (FSS) suppliers that are looking to increase
utilization rates on their infrastructure, and new satellite
technologies like low-earth orbit (LEO) that appear more
opportunity than risk at this stage. Marlink's assets base is
limited to a network of owned and leased teleport facilities, as
well as VSAT antennas that are leased to customers. In this
context, securing bandwidth capacity with satellite network
operators (SNOs) is key. We believe Marlink has a sound track
record of managing supply costs, leveraging its scale to procure at
the best prices from an abundance of supply and suppliers.

"The preliminary ratings are subject to the successful issuance of
the proposed debt, and our satisfactory review of the final
documentation. Accordingly, the preliminary ratings should not be
construed as evidence of final ratings. If S&P Global Ratings does
not receive the final documentation within a reasonable time frame,
or if the final documentation departs from the materials we have
already reviewed, we reserve the right to withdraw or revise our
ratings. Potential changes include, but are not limited to, the use
of proceeds, interest rate, maturity, size, financial and other
covenants, and the security and ranking of the first-lien TLB and
RCF.

"The stable outlook reflects our anticipation of on-going revenue
and EBITDA growth, driven by increased VSAT penetration, an
expanding number of vessels equipped, and steadily positive FOCF
after leases. In addition, we forecast adjusted debt to EBITDA will
reduce below 6x from 2022.

"In our view, rating downside would emerge if reported FOCF
deteriorates toward break even, or if the S&P Global
Ratings-adjusted leverage rises consistently to above 6.5x. This
could be driven by insufficient growth traction or fiercer
competition than we expect.'

Rating upside would emerge if the S&P Global Ratings-adjusted
leverage drops and is sustained at less than 5x and reported FOCF
to adjusted debt strengthens toward 10%.




===============
P O R T U G A L
===============

CAIXA CENTRAL: Moody's Rates New EUR Sr. Unsecured Notes Ba2
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating with stable outlook
to Caixa Central de Credito Agricola Mutuo, CRL's euro-denominated
new senior unsecured notes.

The senior unsecured notes are being issued in order to comply with
the Minimum Requirement for Own Funds and Eligible Liabilities
(MREL) requirements issued by the Portuguese Resolution authority.
The notes are explicitly designated as senior unsecured obligations
of the issuer, ranking pari passu with other senior unsecured
obligations and above senior non-preferred and subordinated debt
instruments.

RATINGS RATIONALE

The Ba2 rating assigned to the senior unsecured debt securities
reflects (1) the bank's standalone Baseline Credit Assessment (BCA)
and the Adjusted BCA of ba1; (2) the results from Moody's Advanced
Loss Given Failure (LGF) analysis, which indicates a high loss
severity for these instruments in the event of the bank's failure,
leading to a position one notch below the bank's Adjusted BCA; and
(3) Moody's assumption of a low probability of government support
for this new instrument, resulting in no uplift.

Moody's ratings on Caixa Central reflect its key role within the
Grupo Credito Agricola (GCA), which is made up of a network of
cooperative banks and entails a solidarity mechanism enshrined in
law. Caixa Central's ratings primarily reflect Moody's view on the
creditworthiness of the GCA, with Caixa Central acting as the
group's treasury and sole debt issuing entity.

GCA is subject to the EU's Bank Recovery and Resolution Directive
(BRRD), which Moody's considers to be an Operational Resolution
Regime. Therefore, Moody's applies its Advanced LGF analysis to
determine the loss-given-failure of the senior unsecured notes. For
this purpose, Moody's assumes residual tangible common equity of 3%
and losses post-failure of 8% of tangible banking assets, in
keeping with Moody's standard assumptions. The rating agency also
takes into account the full depositor preference framework in
Portugal, whereby junior deposits are preferred over senior debt
creditors in accordance with the law that was passed by the
Portuguese government in March 2019.

The newly issued senior unsecured debt is part of Caixa Central's
funding plan to comply with GCA's MREL requirement. This MREL
target is set at 24.23% of total risk exposure amount (TREA) to be
fulfilled from January 1, 2024, with an interim requirement of
19.09% of TREA by January 1, 2022.

Moody's Advanced LGF analysis indicates a high level of losses for
senior unsecured securities in case of resolution, owing to the
small volume of debt outstanding and limited protection from
subordinated instruments and residual equity. As a result, senior
unsecured debt rating is notched down by one notch from the bank's
Adjusted BCA.

The stable outlook on Caixa Central's Ba2 senior unsecured debt
rating is in line with the stable outlook on the bank's long-term
deposit ratings, reflecting Moody's view that over the next 12 to
18 months, Grupo Credito Agricola's fundamentals will not be overly
affected by the ongoing coronavirus crisis

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

Caixa Central's senior unsecured debt rating could be upgraded due
to further issuance of senior unsecured debt or more subordinated
debt instruments.

The senior unsecured debt rating could also be upgraded or
downgraded with any upgrade or downgrade of the bank's BCA. Upward
pressure on Caixa Central's BCA would principally stem from
sustained improvements in asset risk and stronger recurring
profitability. Conversely, Caixa Central's BCA could be downgraded
if asset quality and group capitalization were to weaken beyond
Moody's current expectations, as well as recurring profitability
was to decline.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Banks Methodology
published in July 2021.



=============
R O M A N I A
=============

[*] ROMANIA: Number of Insolvencies Up 6.9% in First Nine Months
----------------------------------------------------------------
Andrei Chirileasa at Romania-Insider.com reports that the number of
companies and freelancers (PFA) that went insolvent in the first
nine months this year (January-September) increased by 6.9%
compared to the same period in 2020 to 4,307, according to National
Office of the Trade Register (ONRC) data quoted by Agerpres.

Most companies and PFAs that went insolvent were in Bucharest,
respectively 797, decreasing by 9.64% y/y, Romania-Insider.com
discloses.  The capital city is followed in the insolvency ranking
by Cluj, with 360 insolvencies (+53.19%), Bihor - 306 (+9.68%),
Timiş - 210 (steady y/y), Iaşi - 162 (+13.29%) and Prahova - 142
(+16.13%), Romania-Insider.com notes.

According to Romania-Insider.com, by sector of activity, the
highest number of insolvencies was recorded in wholesale, retail,
repair of motor vehicles and motorcycles, respectively 1,260
(+5.88%), in construction - 719 (+11.3%) and in industry processing
- 533 (+11.51%).




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

KOKS PJSC: Moody's Upgrades CFR to B1, Outlook Remains Stable
-------------------------------------------------------------
Moody's Investors Service has upgraded PJSC KOKS' (KOKS or the
company) corporate family rating to B1 from B2 and probability of
default rating to B1-PD from B2-PD. Concurrently, Moody's upgraded
the $350 million backed senior unsecured loan participation notes
issued by IMH Capital D.A.C., a designated activity company
incorporated under the laws of Ireland, for the purpose of
providing a loan to KOKS, to B1 from B2. The outlook on both
entities remains stable.

RATINGS RATIONALE

The upgrade of KOKS reflects the company's deleveraging amid
favorable market environment with pig iron prices currently
oscillating at above $500 per tonne (FOB, Black Sea) compared with
the average prices of about $300 per tonne in 2019-20. Severe
electricity supply shortages in China since late September have led
to curtailments of power to certain sectors in China, including
steel, causing rationing of steel production, which, if sustained,
could weaken the demand for metallics in South-East Asia while high
gas prices in Europe have caused some steel plants there to reduce
production. Despite these factors, pig iron prices have been fairly
resilient and are likely to remain above historic averages for the
next 6-12 months amid recovering economic activity and very strong
demand from steel sector, supported by the circular shift to a more
environmentally friendly electric arc furnace route of steel
production where metallics such as pig iron, hot briquetted iron
and scrap are actively used.

Elevated pig iron prices will lead to the company generating
Moody's-adjusted EBITDA margin of above 25% in 2021 (2020: 20%) and
will drive expansion of Moody's adjusted EBITDA in absolute terms
to above RUB37 billion in 2021 (2020: RUB18.8 billion). KOKS'
leverage, as measured by Moody's adjusted debt/EBITDA decreased to
2.3x as of June 30, 2021 from 4.0x as of year-end 2020 mainly owing
to EBITDA expansion. Moody's estimates that the company's leverage,
as measured by Moody's adjusted debt/EBITDA will be below 2.0x in
2021 and around 2.3x as of year-end 2022 under pig iron price of
$462 per tonne in 2021 and $403 per tonne in 2022. Under a more
conservative pig iron prices in 2022 of $380 per tonne, the
company's leverage will be slightly over 3.0x as of year-end 2022.

Moody's expects KOKS' capital spending to remain high at around
RUB14 billion - RUB15 billion per year in 2022-23 (2020: RUB8.3
billion), including capitalised expenses due to construction
services performed in-house of over RUB2 billion per year, subject
to market conditions, largely due to its investments in iron
ore-pig iron and coal segments. Despite this pick up in capital
spending, Moody's expects the company to generate positive free
cash flows in 2021-23 under a range of scenarios, which would allow
the company to reduce debt by RUB3 billion -- RUB4 billion per year
during this period. Lower levels of debt and lack of dividends
distributions will further contribute to the company's deleveraging
and will support its financial flexibility.

Completion of blast furnace #1 reconstruction in 2021 will allow
the company to increase pig iron production to about 3.3 million
tonnes from 2022 (2020: 2.6 million tonnes). This will allow the
company to deliver stronger operating performance, which will
contribute to profitability being less volatile even if pig iron
prices moderate from current levels. Taking into account the
company's growing ambition to increase the volume of pig iron
production following blast furnace reconstruction, the company also
aims to prop up its iron ore and coal production to maintain a
degree of self-sufficiency in key feedstock materials. The company
has significant degree of vertical integration, with 50%, 64% and
100% self-sufficiency in coking coal, iron ore and coke,
respectively. To increase the company's iron ore extraction
capacity the company is currently developing a new mining working
level below the existing mining working level at the Gubkin iron
ore mine and plans to construct a new iron ore processing plant
next to the mine. The implementation of this project will allow the
company to nearly double the production of iron ore concentrate to
about 3.9 million tonnes by 2028 from 2.1 million tonnes in 2020
and reduce its dependence on third party supplies.

Moody's consider the commencement of Tula-Steel in July 2019
improved KOKS' profitability. Since late 2013, KOKS has
participated in a brownfield project Tula-Steel, which involved the
construction of steelmaking and rolling facilities with a total
capacity of 1.5 mtpa of hot-rolled long steel products, which are
used in the construction industry. Tula-Steel is KOKS' related
party controlled by Evgeny Zubitskiy. In 2020, KOKS sold around 50%
of its pig iron production volumes to Tula-Steel, and Moody's
estimate that such sales will be around 50%-60% over the next 12-18
months. These sales are with higher margin compared to export sales
as they do not require transportation expenses given proximity of
Tula-Steel to KOKS. The company estimates Tula-Steel's feedstock
needs at about 1.4-1.5 mtpa of pig iron, which will be covered by
deliveries of pig iron from KOKS. As of June 30, 2021, KOKS had
around RUB25.7 billion (2020: RUB25.1 billion) of outstanding loans
due 2027-28 provided to Tula-Steel (includes accrued interest).

KOKS has adequate liquidity. As of September 30, 2021, Moody's
estimates the company had adjusted cash balance of around RUB3.0
billion, complemented by RUB41.0 billion of available long-term
credit facilities. Coupled with operating cash flow of around RUB17
billion-RUB18 billion, which Moody's expects the company to
generate over the next 12 months, this would be sufficient to cover
its capital spending of up to RUB14 billion and debt maturities of
RUB20.9 billion, the major part of which the company plans to roll
over, over the next 12 months. KOKS has not paid any dividends
since 2014, and Moody's does not expect the company to pay any
dividends in 2021-22. In September 2020, KOKS successfully issued
$350 million backed senior unsecured loan participation notes due
2025 with coupon rate of 5.9%.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Steel is among the 11 sectors with a high credit exposure to
environmental risk, based on Moody's environmental risks heat map.
The global steel sector continues to face pressure to reduce CO2
and air pollution emissions, and will likely incur costs to further
reduce these emissions, which could weigh on its profitability. In
addition, the shift to lighter-weight materials could lead to a
lower intensity of steel usage. KOKS takes responsibility for the
whole production chain and continues to improve the environmental
footprint of its segments. The company focuses on environmental
protection and minimising environmental footprint. In 2021-23, KOKS
plans to invest around RUB0.3 billion in environmental projects,
including flue gas cleaning at the boiler house of the condensing
power plant and equipping emission sources with automatic control
systems.

Governance risks are an important consideration for all debt
issuers and are relevant to bondholders and banks because
governance weaknesses can lead to a deterioration in a company's
credit quality, while governance strengths can benefit a company's
credit profile. Similar to that of its domestic peers, KOKS has a
concentrated ownership structure, with 66% of the company's shares
controlled by Evgeny Zubitskiy. The concentrated ownership
structure creates the risk of rapid changes in the company's
strategy and development plans, revisions to its financial policy
and an increase in shareholder payouts, which could weaken the
company's credit quality. The corporate governance risks are
mitigated by the fact that KOKS is a listed company, which
demonstrates a good level of public information disclosure. The
company does not have a publicly available dividend policy. KOKS
has not paid any dividends since 2014. However, financing of
shareholders' Tula-Steel project has delayed KOKS' deleveraging
over the last few years while the ongoing legal disputes between
the company's shareholders exacerbate corporate governance risk.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects the company's solid positioning within
the current rating category and Moody's expectation that it will
maintain its Moody's-adjusted total debt/EBITDA at or below 3.0x on
a sustainable basis and will pursue prudent liquidity management,
including refinancing upcoming debt maturities in advance.

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

Over time, a positive pressure could build up on KOKS' ratings if
the company were to (1) meaningfully reduce absolute amounts of
debt to more sustainable levels, in line with its financial policy
targeting net debt/EBITDA of 2.0x through the cycle; (2) provide
greater visibility with respect to the timing of repayment of loan
provided to Tula-Steel project, including actual commencement of
this loan repayment; (3) keep leverage, as measured by Moody's
adjusted debt/EBITDA at or below 2.5x on a sustainable basis under
various price assumptions through the cycle; and (4) maintain
healthy liquidity and prudent liquidity management, addressing
upcoming debt maturities in a timely fashion.

Moody's could downgrade the company's ratings if (1) its
Moody's-adjusted total debt/EBITDA rises above 4.0x on a sustained
basis; or (2) its liquidity or liquidity management deteriorates
significantly.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Steel Industry
published in September 2017.

KOKS is a Russia-based producer of pig iron, coke, coking coal and
iron ore. In 2020, the company produced 2.6 million tonnes (mt) of
pig iron, 2.7 mt of coke, 2.4 mt of coking coal concentrate, 4.8 mt
of iron ore, and 2.1 mt of iron ore concentrate. In 2020, the
company generated revenue of RUB91.9 billion and Moody's-adjusted
EBITDA of RUB18.8 billion.




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

CODERE FINANCE 2: Moody's Rates New EUR129MM Secured Notes 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service has assigned a Caa1 rating to the
proposed EUR129 million backed super senior secured notes ("new
money tranche") to be issued by Codere Finance 2 (Luxembourg) S.A.
as part of the ongoing restructuring. Codere S.A.'s ("Codere")
existing Ca corporate family rating and C-PD/LD probability of
default rating and existing ratings of Codere Finance 2
(Luxembourg) S.A. remain unchanged together with the outlook on
both entities.

On April 22, 2021, Codere announced that it had reached an
agreement for the terms of a proposed restructuring with an ad hoc
group of existing bondholders. The restructuring includes the
issuance of EUR129 million new money tranche that will be used to
provide additional liquidity and pay for transaction fees and
expenses. The EUR250 million backed super senior secured notes
issued in 2020, EUR103 million backed senior secured bridge notes
issued in 2021 and new EUR129 million new money tranche rank pari
passu and share the same guarantee and security packages. Upon
completion of the restructuring (expected on November 5, 2021), the
three instruments will be merged into EUR482 million super senior
secured notes due September 2026 to be issued by Codere Finance 2
(Luxembourg) S.A.

RATINGS RATIONALE

Codere's Ca corporate family rating (CFR) reflects the fact that
the company continues to suffer from the fallout of the pandemic.
The company's rating is currently driven by the ongoing
restructuring process and Moody's recovery expectations based on
the lock-up agreement terms. The company's ratings will be
reassessed upon completion of the transaction.

STRUCTURAL CONSIDERATIONS

Using Moody's Loss Given Default for Speculative-Grade Companies
methodology, the new money tranche is rated Caa1, three notches
above the current CFR of Ca, due to priority over the proceeds in
an enforcement as it ranks ahead of the reinstated backed senior
secured notes and subordinated PIK notes.

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

The ratings could be upgraded if the company addresses its capital
structure and debt maturities in a manner that leaves it with
adequate liquidity.

The ratings could be downgraded if the company fails to close the
transaction and Moody's estimates of recovery in an event of
default declines.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Gaming published
in June 2021.

COMPANY PROFILE

Founded in 1980 and headquartered in Madrid (Spain), Codere is an
international gaming operator. The company is present in nine
countries where it has market leading positions: Spain and Italy in
Europe and Mexico, Argentina, Uruguay, Panama, and Colombia in
Latin America. In 2020, the company reported operating revenue of
EUR595 million and adjusted EBITDA of EUR23 million.

The following ratings are affected by the action:

New Assignments:

Issuer: Codere Finance 2 (Luxembourg) S.A.

Senior Secured Regular Bond/Debenture, Assigned Caa1




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

ARCADIA: Ikea Buys Topshop's Former Oxford Street Flagship Store
----------------------------------------------------------------
LaToya Harding at Yahoo!News reports that the owner of Ikea has
snapped up Topshop's former flagship store on Oxford Street in
London for GBP378 million (US$521 million).

According to Yahoo!News, the Swedish company will buy 239,000
square feet of retail and office space in the building, which spans
across seven floors, and is home to current long-term tenants Nike
and Vans.

Following the collapse of Sir Philip Green's retail empire, the
deal to buy the long leasehold on the building is expected to be
completed in January after a conditional purchase contract was
signed, Yahoo!News discloses.

Arcadia Group, which owned Topshop, went into administration in
November last year, and its various other brands were also
auctioned off, including Evans, Burton and Dorothy Perkins,
Yahoo!News recounts.

It officially filed for administration, a form of bankruptcy, after
last minute rescue talks failed, ending Sir Philip Green's reign as
king of the high street, Yahoo!News relates.


CASTELL PLC 2021-1: S&P Gives Prelim B- (sf) Rating on Cl. F Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Castell
2021-1 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and
X1-Dfrd notes. At closing, Castell 2021-1 will also issue unrated
class G and X2 notes, as well as RC1 and RC2 residual
certificates.

The assets backing the notes are U.K. second-ranking mortgage
loans. Most of the pool is considered to be prime, with 88.9%
originated under Optimum's prime product range. 3.0% of the pool
refers to loans advanced to borrowers under Optimum's "near prime"
product, with the remaining 8.1% loans advanced to borrowers under
Optimum's new "Optimum+" product. Loans advanced under the "near
prime" or "Optimum+" product range are categorized by lower credit
scores and potentially higher amounts of adverse credit markers,
such as county court judgments (CCJs), than those loans advanced
under Optimum's "prime" product range.

The transaction includes a 11.7% prefunded amount, expressed as a
percentage of the total deal size, where the issuer can purchase
additional loans from the closing date until the first interest
payment date (IPD), subject to eligibility criteria outlined in the
transaction documentation.

The transaction benefits from liquidity provided by a liquidity
reserve fund, and principal can be used to pay senior fees and
interest on the notes subject to various conditions.

Credit enhancement for the rated notes will consist of
subordination.

The transaction incorporates a swap with a fixed schedule to hedge
the mismatch between the notes, which pay a coupon based on the
compounded daily Sterling Overnight Index Average (SONIA), and the
loans, which pay fixed-rate interest before reversion.

At closing, the issuer will use the issuance proceeds to purchase
the full beneficial interest in the mortgage loans from the seller.
The issuer grants security over all of its assets in favor of the
security trustee.

There are no rating constraints in the transaction under our
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

Pepper (UK) Ltd. is the servicer in this transaction.

S&P's credit and cash flow analysis and related assumptions
consider the transaction's ability to withstand the potential
repercussions of the COVID-19 outbreak, namely, higher defaults and
longer recovery timing. Considering these factors, we believe that
the available credit enhancement is commensurate with the assigned
preliminary ratings.

Of the pool, as of Sept. 30, 0.3% of the mortgage loans had a
historical payment holiday in place due to COVID-19.

  Ratings List

  CLASS    PRELIM. RATING
   A         AAA (sf)
   B-Dfrd    AA (sf)
   C-Dfrd    A (sf)
   D-Dfrd    BBB (sf)
   E-Dfrd    BB (sf)
   F-Dfrd    B- (sf)
   G         NR
   X1-Dfrd   BBB (sf)
   X2        NR
   RC1 Certs NR
   RC2 Certs NR

  NR--Not rated.


CASTLEOAK HOLDINGS: Enters Administration, 100+ Jobs Affected
-------------------------------------------------------------
Grant Prior at Construction Enquirer reports that retirement and
care homes developer and builder Castleoak Holdings Ltd. has gone
under, affecting more than 100 jobs.

Stunned staff took to LinkedIn on Oct. 25 to look for new jobs
after being given the bad news, Construction Enquirer relates.

The news sparked anger among suppliers left holding unpaid bills,
Construction Enquirer notes.

Castleoak was a Cardiff based developer with its own design and
build division and offsite manufacturing facility.

Latest accounts filed at Companies House for Castleoak show that in
the year to March 31 2019 the group made a pre-tax profit of
GBP496,527 from a turnover of GBP67.2 million and employed 152
staff, Construction Enquirer discloses.


CLARKS: Group Revenues Down to GBP775MM Due to Covid-19 Lockdowns
-----------------------------------------------------------------
Tim Clark at Drapers reports that group revenues at the
Somerset-based footwear retailer drop dramatically as the UK
underwent two lockdowns during 2020, falling by almost GBP600
million from GBP1.37 billion to GBP775 million over the 12 months.


It made a profit of GBP17.2 million after tax in the previous year,
Drapers notes.

Clarks reported that revenues were affected by several factors,
including the first UK lockdown coinciding with the introduction of
a new season of stock, Drapers relates.  Underlying operating loss
for the 52 weeks to 30 January 2021 was GBP70.9 million, compared
with a profit of GBP46.2 million in the previous year, Drapers
discloses.

At the end of 2020, Clarks secured a new private equity owner,
Drapers recounts.  The GBP100 million injection of funds from
LionRock Capital came as part of a refinancing package, which cost
the company Clarks GBP29.1 million in fees to secure new equity and
new banking facilities, and oversee a company voluntary arrangement
(CVA), Drapers relays.  The annual results state that LionRock has
a 51% controlling stake in Clarks following the completion of the
refinancing in February this year, Drapers states.

On top of the GBP29.1 million refinancing costs, a further GBP32.5
million in reorganization costs were accrued during the year, as
well as GBP18.5 million in onerous lease and store asset
impairments, Drapers discloses.

During the pandemic, Clarks stopped all discretionary spending,
extended payment terms with suppliers, stopped 70% of all capital
expenditure and focused on critical business spend and stopped the
company dividend, Drapers recounts.


DIGNITY FINANCE: S&P Assigns 'B+' Rating on Class B Notes
---------------------------------------------------------
S&P Global Ratings affirmed and removed from CreditWatch negative
its 'A- (sf)' and 'B+ (sf)' credit rating on Dignity Finance PLC's
class A and B notes, respectively.

S&P said, "On May 11, we placed our ratings on CreditWatch
negative, reflecting uncertainty about the company's overall
strategy, as well as the competitive pressures within the funeral
services sector. Since then, Dignity has achieved a consensus at
senior level between shareholders and management and unveiled a new
strategy on June 23. While we recognize that the exact execution
plan of the strategy on some specific topics remains a work in
progress (notably on pricing), we are confident that there is
consensus on the vision for the group and that management with a
new structure will be able to run the business without
distraction."

Dignity Finance is a corporate securitization of the U.K. operating
business of the funeral service provider Dignity (2002) Ltd.
(Dignity 2002 or the borrower). It originally closed in April 2003
and was last tapped in October 2014.

The transaction features two classes of fixed-rate notes (A and B),
the proceeds of which have been on-lent by the issuer to Dignity
2002 via issuer-borrower loans. The operating cash flows generated
by Dignity 2002 are available to repay its borrowings from the
issuer that, in turn, uses those proceeds to service the notes.

Dignity Finance's primary sources of funds for principal and
interest payments on the notes are the loans' interest and
principal payments from the borrower and any amounts available
under the GBP55 million tranched liquidity facility.

S&P's ratings address the timely payment of interest and principal
due on the notes. They are based primarily on our ongoing
assessment of the borrowing group's underlying business risk
profile (BRP), the integrity of the transaction's legal and tax
structure, and the robustness of operating cash flows supported by
structural enhancements.

The transaction will likely qualify for the appointment of an
administrative receiver under the U.K. insolvency regime. An
obligor default would allow the noteholders to gain substantial
control over the charged assets prior to an administrator's
appointment without necessarily accelerating the secured debt, both
at the issuer and at the borrower level.

Business risk profile

S&P said, "We have applied our corporate securitization criteria as
part of our rating analysis on the notes in this transaction. As
part of our analysis, we assess whether the operating cash flows
generated by the borrower are sufficient to make the payments
required under the notes' loan agreements by using a debt service
coverage ratio (DSCR) analysis under a base-case and a downside
scenario. Our view of the borrowing group's potential to generate
cash flows is informed by our base-case operating cash flow
projection and our assessment of its business risk profile (BRP),
which we derive using our corporate methodology.

Recent performance and events

-- The market share has suffered from competition but remains
above 11% at the group level. S&P believes that with a strategy of
further transparency and an offer that aims to match the client's
need, the group is well positioned to at least maintain its market
share in the future.

-- As of June 25, 2021, the performance remains above its previous
year level. However, in S&P's base case it forecasts a reduction in
demand over the second half of the year compared to 2020 when the
death rate surged due to the pandemic.

S&P said, "We continue to assess the borrower's BRP as fair. While
our business risk assessment remains unchanged, these rating
actions reflect continued long-term uncertainty amid challenging
competitive conditions that may affect Dignity's pricing and
product mix.
"We view the prospect of unfavorable regulatory changes as remote
at this stage as the Competitions and Markets Authority (CMA)
presented its conclusions in December 2020 and did not opt for
price regulation. In the longer term, the CMA will continue to
monitor the funeral services market aiming to reduce the cost of
death in the U.K. Nevertheless, we believe that Dignity has
improved the transparency of its offer in recent years as reflected
in its business mix, with a larger portion of affordable solutions
that were unavailable or less available in the past."

Rating Rationale

Dignity Finance's primary sources of funds for principal and
interest payments on the notes are the loans' interest and
principal payments from the borrower and any amounts available
under the GBP55 million tranched liquidity facility.

S&P's ratings address the timely payment of interest and principal
due on the notes. They are based primarily on its ongoing
assessment of the borrowing group's underlying business risk
profile (BRP), the integrity of the transaction's legal and tax
structure, and the robustness of operating cash flows supported by
structural enhancements.

DSCR Analysis

S&P's cash flow analysis serves to both assess whether cash flows
will be sufficient to service debt through the transaction's life
and to project minimum DSCRs in base-case and downside scenarios.

Base-case scenario

S&P said, "Our base-case EBITDA and operating cash flow projections
in the short term rely on our corporate methodology. We gave credit
to growth through the end of financial year (FY) 2023 as, in our
opinion, it will be a truer reflection of the business over the
long term.

"Beyond FY2023, our base-case projections are based on our
methodology and assumptions for corporate securitizations, from
which we then apply assumptions for capital expenditure (capex) and
taxes to arrive at our projections for the cash flow available for
debt service."

Key drivers of S&P's base-case forecast are as follows:

-- S&P forecasts that the number of funerals will be significantly
reduced in 2021 after the rise in 2020.

-- Spending on each funeral rose from GBP2,461 in the first half
of last year to GBP2,628 in the first six months of 2021, as
COVID-related restrictions on attendance were lifted.

-- S&P expects a decline in volumes due to a lower death rate in
the U.K.

-- S&P believes that over the years the termination of the
telephony contracts could slightly impact market share, but it is
confident about the company's ability to ramp up the sales of these
contracts through its own branches. According to Dignity, this
should result in a loss of 35% of the 2021 budget funeral plan
division revenue. It also indicated that this would be mitigated by
GBP12 million savings from telephony commission costs.

-- Maintenance capex (capitalized): In line with the guidance
provided at PLC level, S&P considered the minimum level of
maintenance capex reflecting the transaction documents' minimum
requirements (GBP10 million per year adjusted for CPI since 2014).

-- Development capex: S&P's assumed development capex also
reflects the incremental spend above the maintenance capex to reach
total capex spend of GBP10 million in FY2021, GBP15 million in
FY2022, and GBP20 million in FY2023. Beyond FY2023, in line with
S&P's corporate securitization criteria, it assumes no development
capex as it assumes no growth.

-- Pension liabilities: S&P incorporates the deficit reduction
plan agreed to by the company with the pension trustee leading to
yearly payments of about GBP2 million.

-- Tax: In line with company's guidance, S&P considered an
effective corporate tax rate for Dignity 2002 that is 1% above the
U.K. statutory corporate tax rate leading to yearly payments of
GBP2.6 million-GBP6.0 million. Beyond FY2023, S&P assumes annual
payments of GBP5.7 million.

-- Lastly, S&P assumes finance leases payments of GBP13.3 million
per year and working capital outflows of GBP2 million per year.

Based on S&P's assessment of Dignity's fair BRP, which it
associates with a business volatility score of 4, and the minimum
DSCR achieved in its base-case analysis, S&P established an anchor
of 'bbb-' for the class A notes and an anchor of 'b+' for the class
B notes.

Downside DSCR analysis

S&P said, "Our downside DSCR analysis tests whether the
issuer-level structural enhancements improve the transaction's
resilience under a moderate stress scenario. Considering the
structural, regulatory, operating, and competitive position changes
in the funeral services market, we have assumed a 25% decline in
EBITDA from our base case. This level of stress reflects our view
of the new market conditions and increased competition in the
funeral services sector and Dignity's lower pricing power.

"Our downside DSCR analysis resulted in an excellent resilience
score for the class A notes and a satisfactory resilience score for
the class B notes. This reflects the headroom above a 4.00:1 DSCR
threshold that is required under our criteria to achieve an
excellent resilience score, in the case of the class A notes, and a
1.30:1 threshold for the class B notes, after giving consideration
for the level of liquidity support available to each class."

The class B notes have limits on the quantum of the liquidity
facility they may utilize to cover liquidity shortfalls. Moreover,
any senior classes may draw on those same amounts, which makes the
exercise of determining the amount of the liquidity support
available to the class B notes a dynamic process. For example, it
is possible that the full GBP24.75 million (45% of total liquidity
commitment) that the class B notes may access is available and
undrawn at the start of a rolling 12-month period but is fully used
to cover shortfalls on the class A notes over that period. In
effect, the class B notes would not be able to draw on any of the
GBP24.75 million. Under S&P's downside stress, it projects that the
amount available for the class B notes will diminish, which
resulted in the class B notes' resilience score being lowered to
satisfactory from strong.

The combination of a strong resilience score and the 'bbb-' anchor
derived in the base-case results in a resilience-adjusted anchor of
'bbb+' for the class A notes, while the combination of a
satisfactory resilience score and the 'b+' anchor derived in the
base-case results in a resilience-adjusted anchor of 'bb' for the
class B notes.

Liquidity facility adjustment

The liquidity facility amount available to the issuer for the class
A notes represent a significant level of liquidity support,
measured as a percentage of their total current outstanding
balance. Given that the full two notches above the anchor have been
achieved in the resilience-adjusted anchor of the class A notes,
S&P considers that a one-notch increase to the resilience-adjusted
anchor is warranted. As long as the class A notes remain
outstanding, the class B notes are supported by only 45% of the
GBP55 million liquidity facility, which represents less than 10% of
the current outstanding balance of the class B notes, and are
therefore not eligible for a one-notch increase to the class B
resilience-adjusted anchor.

Modifier analysis

The amortization profile of the class A notes results in full
repayment within 20 years. Therefore, S&P has not made any specific
adjustment to the class A notes' resilience-adjusted anchor.

The amortization profile of the class B notes results in full
repayment in just over 28 years, which, according to S&P's
criteria, could result in up to a three-notch downward adjustment.
Considering the leading position of Dignity, its business model
including a sizable cremation segment and the relative isolation of
the funeral services sector from macroeconomic downturns, which all
foster long-term cash flow stability, S&P has applied a two-notch
(rather than a three-notch) adjustment to the class B notes'
resilience-adjusted anchor.

Comparable rating analysis

S&P has not applied any adjustments under its comparable rating
analysis.

Counterparty Risk

S&P said, "The terms of the issuer's liquidity facility agreement
and the issuer's and obligor's cash administration and account bank
agreement contain replacement mechanisms and timeframes that are in
line with our current counterparty criteria. We view both the
liquidity facility providers and the account banks as
non-derivative limited supports, which, given their stated minimum
eligible rating requirements of 'BBB', can support a maximum rating
of 'A'. As a result, the application of our counterparty criteria
caps the ratings at the higher of 'A' and the long-term issuer
credit rating (ICR) on the lowest-rated counterparty."

Outlook

S&P said, "A change in our assessment of the company's business
risk profile would likely lead to rating actions on the notes. We
would require higher or lower DSCRs for a weaker or stronger
business risk profile to achieve the same anchors."

Downside scenario

S&P said, "We could lower our ratings on the notes if we were to
lower the BRP to weak from fair. This could occur in case of
continued erosion of market shares or continued pricing pressure
resulting in profitability decline.

"We may also consider lowering our ratings on the notes if our
minimum projected DSCRs fall below 1.8:1 for the class A notes (or
below 4.0:1 in our downside scenario) and 1.2:1 for the class B
notes in our base-case scenario (or below 1.3:1 in our downside
scenario). This could happen if competition continues to intensify,
resulting in a further fall of the average revenues per funeral or
cremation or loss of market share, hampering the minimum DSCR we
project." Negative rating actions may also stem from the adverse
realization of regulatory risk. Notably, enforcement of any pricing
controls on the funerals market might have a significant negative
impact.

Upside scenario

S&P said, "We could raise our assessment of the BRP if the company
finds alternatives to differentiate itself and expand through new
products and services. We believe this is unlikely given the
challenging competitive environment. We could raise our rating on
the class A notes if our minimum DSCR for these notes goes above
2.5:1 in our base-case scenario. We may consider raising our rating
on the class B notes if our minimum DSCR goes above 1.3:1 in our
base-case scenario."

Surveillance

S&P said, "We will maintain active surveillance on the rated notes
until the notes mature or are retired. The purpose of surveillance
is to assess whether the notes are performing within the initial
parameters and assumptions applied to each rating category. The
transaction terms require the issuer to supply periodic reports and
notices to S&P Global Ratings for maintaining continuous
surveillance on the rated notes.

"We view Dignity 2002's performance as an important part of
analyzing and monitoring the performance and risks associated with
the transaction. While company performance will likely have an
effect on the transaction, other factors, such as cash flow, debt
reduction, and legal framework, also contribute to our overall
analytical opinion."

Environmental, social, and governance (ESG) factors relevant for
this credit rating:

-- Governance factors


FINASTRA LTD: S&P Upgrades ICR to 'B-', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
financial services software provider Finastra Ltd. to 'B-' from
'CCC+'.

The stable outlook reflects S&P's expectation that Finastra's FOCF
will remain above $50 million in FY2022, with lower capital
expenditure (capex) and interest payments offsetting a decline in
adjusted EBITDA due to additional product and go-to-market
investments. It also reflects our forecast of EBITDA cash interest
coverage of about 1.8x.

S&P said, "Finastra outperformed our previous FOCF forecast for
FY2021, and we forecast stable FOCF in FY2022.Finastra's adjusted
FOCF of $87 million in FY2021 outperformed our previous forecast of
about breakeven FOCF (negative after lease payments). This stemmed
from over-delivery of cost savings across people, travel and
expense, and marketing, and strong working capital improvement
thanks to improved collections and progression to a more mature
phase of its transition to a subscription-based model. We now
forecast that Finastra's FOCF will be approximately stable in
FY2022, with capex reducing by about $25 million-$30 million and
interest payments reducing by about $15 million-$20 million,
offsetting an approximate 3% decline in adjusted EBITDA."

Finastra's RCF refinancing ensures that it has adequate liquidity
over the next 24 months. Finastra reduced the total RCF commitment
to $385 million from $400 million, and extended the maturity date
to March 2024 from June 2022 for $375 million of the commitment.
The remaining $10 million commitment matures in October 2022.
Thanks to the RCF refinancing, Finastra now faces no material
short-term debt maturities, improving its liquidity. The interest
margin of 3.75% plus the LIBOR replacement rate is only 25 basis
points higher than previously, meaning the impact on expected
interest payments is immaterial.

A temporary 3% decline in adjusted EBITDA in FY2022 reflects
increased investment in product and sales, aimed at generating
future revenue growth. The additional investments include:

-- A one-time product investment of about $30 million-$40 million
aimed at accelerating cloud migration;

-- A recurring go-to-market investment of about $20 million-$30
million, with a particular focus on the Middle East, Africa, and
Asia Pacific; and

-- An approximate $5 million recurring cyber security investment.

Excluding the additional one-time product investment, S&P forecasts
solid underlying EBITDA growth of about 3% in FY2022, supported by
a transition to positive revenue growth of close to 1.5% on a
constant currency basis. This reflects an expected recovery in
upfront product and services revenue and sustained solid growth of
nearly 3% in recurring product revenue on the back of strong
bookings performance. Partly offsetting this is an expected sharp
decline of more than 25% in Finastra's noncore business (cheques,
student lending, and sustained enterprise solutions).

Finastra's leverage and FOCF should significantly improve in
FY2023. S&P said, "We forecast that the expected EBITDA decline and
higher drawdown on the RCF will increase Finastra's adjusted gross
debt to EBITDA to about 10.5x-10.7x excluding preferred equity
certificates (PECs) (13.3x-13.5x total including PECs) in FY2022,
from 10.2x (12.6x total) in FY2021. However, we expect a
significant subsequent reduction to slightly below 10x (13x total)
in FY2023. This is thanks to a falling away of the additional
one-time product investment in FY2022, lower nonrecurring costs,
and revenue growth of slightly above 1.5% constant currency basis.
In addition, we forecast that Finastra's FOCF will improve to about
$120 million-$150 million in FY2023, partly thanks to a lower
management-adjusted working capital outflow of about $10
million-$20 million from about $25 million-$35 million in FY2022.
This decrease stems from lower days sales outstanding and an
increase in deferred revenue because Finastra intends to collect
more payments upfront from its customers. Finastra aims to
gradually transition to positive adjusted working capital inflows,
which we forecast could be achievable in FY2024."

S&P said, "Weak credit metrics compared with peers constrain the
rating, although this is partly offset by our favorable view of the
business. Finastra's high leverage, low FOCF to debt of below 2%,
and EBITDA cash interest coverage of less than 2x are relatively
weak compared with other 'B-' rated software peers such as Advanced
and Exact. That said, we have a favorable view of Finastra's
business relative to 'B-' rated peers thanks to the
mission-critical nature of its software, high client retention, a
relatively high recurring revenue share--about 76% of core
revenue--and significant global scale.

"The stable outlook reflects our expectation that Finastra's FOCF
will be broadly stable in FY2022, with a decline in adjusted EBITDA
due to lower capex and interest payments offsetting additional
product and go-to-market investments. It also reflects our forecast
of EBITDA cash interest coverage of about 1.8x.

"We could lower our rating if weaker-than-expected revenue and
EBITDA margins led to negative FOCF and EBITDA cash interest
coverage of less than 1.5x. These factors could lead us to assess
the group's capital structure as unsustainable over the medium
term, despite no immediate liquidity pressures. We could also lower
the rating if liquidity became less than adequate or covenant
headroom fell below 10%.

"We see upside for the rating as remote over the next 12 months due
to Finastra's high leverage and our expectation of only limited
FOCF generation relative to outstanding debt. An upgrade would
require adjusted debt to EBITDA to fall sustainably below 8x
excluding PECs (or about 11x total), along with FOCF to debt of at
least 3% and EBITDA cash interest coverage of materially above
2x."


FLYBE: Hires David Pflieger as New Chief Executive Officer
----------------------------------------------------------
Simon Freeman at Evening Standard reports that Flybe called in an
aviation turnaround specialist to pilot a return to the skies
following its collapse as an early casualty of the pandemic.

David Pflieger, who has held executive roles at seven carriers from
Fiji Airways to US giant Delta, has been appointed CEO of the
regional airline which fell into administration in March 2020,
Evening Standard relates.

Flybe was bought for a nominal sum by global private equity firm
Cyrus Capital last year in the first ever rescue of a British
airline from insolvency, Evening Standard recounts.

Prior to its sudden collapse, it was Europe's biggest regional
carrier, taking around 8 million passengers a year between 81 UK
and European airports with 2,500 employees, Evening Standard
notes.

The reborn company -- nick-named Flybe 2.0 -- is in talks with
airports over routes and slots: initial operations will not be on
the same scale and are likely to be domestic only, Evening Standard
states.  There is no word yet on jobs, according to Evening
Standard.


IVC ACQUISITION: Moody's Affirms B3 CFR, Outlook Remains Positive
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and the B3-PD probability of default rating of Bristol-based
pan-European veterinary services group IVC Acquisition Midco Ltd
(IVCE). The rating agency has also downgraded the instrument rating
to B3 from B2 on the backed senior secured facilities borrowed by
IVC Acquisition Ltd, and has assigned a new B3 rating to the
proposed backed senior secured add-on term loan to be borrowed by
IVC Acquisition Ltd. The outlook on all entities remains positive.

RATINGS RATIONALE

AND RATIONALE FOR POSITIVE OUTLOOK

"The rating affirmation with a positive outlook reflects IVCE's
continued strong deleveraging potential in spite of the
contemplated transaction which is the second releveraging event in
2021" says Frederic Duranson, a Moody's Vice President -- Senior
Analyst and lead analyst for IVCE.

IVCE has reached a Moody's adjusted gross debt/EBITDA (including
some non-recurring items and the annualisation of closed
acquisitions) of 6.6x, commensurate with a B2 CFR, at the end of
August 2021. However, the new financing will raise Moody's adjusted
leverage to a range of 7.7x to 8.2x (7.2x to 7.6x excluding
VetStrategy) as of the fiscal year ended September 30, 2021 (fiscal
2021), depending on the level of EBITDA from pre-funded
acquisitions that is incorporated in the calculation. A refinancing
transaction in April 2021 (including the repayment of PIK notes
sitting outside the restricted group) relevered IVCE to around
7.5x. The releveraging nature of the contemplated financing lies
primarily with (1) cash being funded to the company's balance sheet
for acquisitions at multiples higher than its current leverage and
(2) the merger with Canadian veterinary services leader VetStrategy
(VS) which carries higher leverage than IVCE.

The merger, announced on September 9 and still under review by
Investment Canada, is initially not accretive to IVCE's credit
profile because it increases its leverage and reduces its cash
flow, although it also increases the company's scale and diversity
and expands its global footprint. However, IVCE and VS entities
would remain effectively ring-fenced at closing so the impact on
IVCE's credit quality is limited for now, unless VS requires any
support from IVCE.

VS appears to have a solid track record of organic growth in the
range of 6% to 7%, rising to 15% in fiscal 2021, while the merger
marks IVCE's entry into a relatively large and unconsolidated
market with slightly higher growth rates than Europe (5% to 7%).
Given VS's lower maturity, IVCE has the opportunity to apply its
best practices in terms of pricing, subscriptions and digital
offerings. The merger would also increase the group's scale by
around 15% to 20%, based on EBITDA and revenue respectively.

IVCE's credit profile remains supported by (1) solid demand
fundamentals fueled by a marked increase in pet ownership over the
past year as well as low demand elasticity, (2) its strong track
record of like-for-like revenue growth of 8% or above in the past
three fiscal years and prospects of organic growth in the
mid-to-high single digit percentages, (3) operating leverage on
staff costs bringing margin improvements and (4) materially
positive free cash flow generation for IVCE.

Moody's continues to forecast that IVCE can return Moody's-adjusted
leverage to around 6.5x (even including VS) or below in the next 12
months. The rating agency expects IVCE to generate well over GBP100
million in free cash flow in fiscal 2022 and growing thereafter. In
fiscal 2021, Moody's estimates that acquisition spend will have
reached at least GBP500 million, the highest ever, and will remain
at similarly high levels. FCF generation supports acquisition
funding but IVCE's aggressive level of deal-making will continue to
require additional debt which will somewhat slow deleveraging.
Moody's estimates that over 80% of the company's acquisitions have
been funded by debt historically. The rating agency foresees that
median valuations will remain above the company's adjusted leverage
with larger deals and transactions involving flagship sites
reaching EV/EBITDA multiples in double digits.

ESG CONSIDERATIONS

Key governance factors that Moody's considers in IVCE's credit
profile include the pace and funding of acquisitions as well as the
company's tolerance for high leverage and willingness to
temporarily increase leverage through debt add-ons. Moody's
recognises the high implied equity cushion of the group and the
benefits of having Nestle S.A. (Aa3 stable) as a significant
minority stakeholder, whilst VS's sponsor and management owners are
also rolling over their investments into IVCE's shareholding.

LIQUIDITY

Moody's expects that IVCE's liquidity will remain adequate over the
next 12-18 months. Pro forma for the refinancing transaction, IVCE
will have well over GBP200 million of unrestricted cash on balance
sheet, which it plans to use for acquisitions in the next months.
The company's liquidity is further supported by an upsized backed
senior secured first lien revolving credit facility (RCF) of
GBP450.5 million which will be fully undrawn as a result of the
proposed transaction. The RCF is subject to a springing net
leverage covenant, tested when the facility is drawn for more than
40%, with ample headroom expected.

STRUCTURAL CONSIDERATIONS

The B3 ratings on the upsized RCF and pari passu-ranking senior
secured first lien term loans, in line with the CFR, reflect the
large size and increasing proportion of first lien debt within the
capital structure which is close to 10 times larger than the GBP238
million senior secured second lien facility ranking behind in the
event of security enforcement.

Moody's regards the IVCE and VS banking groups as effectively
ring-fenced although the rating agency views a refinancing of VS
debt within IVCE's restricted group as likely.

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

IVCE's rating could be upgraded should (1) the company continue to
record solid like-for-like revenue and EBITDA growth while
maintaining a successful track record of acquisitions' integration
and synergy realisation, (2) Moody's-adjusted gross debt/EBITDA
approach 6.5x sustainably, (3) IVCE maintain positive FCF
generation with Moody's-adjusted FCF/debt sustained toward 5%.

IVCE's ratings could be under downward pressure if (1) organic
revenue and EBITDA growth softened toward zero, or (2) Moody's
adjusted gross debt/EBITDA increased sustainably above 8.5x or (3)
FCF turned negative and liquidity weakened.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: IVC Acquisition Midco Ltd

Probability of Default Rating, Affirmed B3-PD

LT Corporate Family Rating, Affirmed B3

Assignments:

Issuer: IVC Acquisition Ltd

BACKED Senior Secured Bank Credit Facility, Assigned B3

Downgrades:

Issuer: IVC Acquisition Ltd

BACKED Senior Secured Bank Credit Facility, Downgraded to B3 from
B2

Outlook Actions:

Issuer: IVC Acquisition Ltd

Outlook, Remains Positive

Issuer: IVC Acquisition Midco Ltd

Outlook, Remains Positive

CORPORATE PROFILE

Headquartered near Bristol, UK, IVCE is the largest veterinary
services group in Europe, with presence in 17 countries. At the end
of August 2021, the company had 1,726 sites and generated
GBP1,732million of revenue and GBP356 million of EBITDA before
exceptional items in the previous 12 months. Financial investor EQT
has ultimate control over the company which also has Nestle,
financial sponsor Silver Lake and other institutional investors as
significant minority investors.



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

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