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

                          E U R O P E

          Friday, October 29, 2021, Vol. 22, No. 211

                           Headlines



C Z E C H   R E P U B L I C

ZENTIVA: S&P Alters Outlook to Stable & Affirms 'B' LongTerm ICR


F I N L A N D

AHLSTROM-MUNKSJO 3: Fitch Alters Outlook on 'B+' LT IDR to Stable
AHLSTROM-MUNKSJO 3: Moody's Affirms B2 CFR, Outlook Remains Stable


F R A N C E

ELIS SA: S&P Raises ICR to 'BB+', Outlook Stable


G E R M A N Y

EUROPEAN MEDCO 3: Moody's Affirms B2 CFR, Outlook Remains Stable


I R E L A N D

BBAM EUROPEAN II: Moody's Assigns B3 Rating to Class F Notes
BBAM EUROPEAN II: S&P Assigns B- Rating on Class F Notes
CAIRN CLO IV: Fitch Raises Class F-R Notes Rating to 'B+'
CAPITAL FOUR III: S&P Assigns B- Rating on Class F Notes
CARLYLE EURO 2021-2: Fitch Assigns B- Rating on Class E Debt

DEER PARK: Fitch Assigns Final B- Rating on Class F-R Notes
DEER PARK: S&P Assigns B- Rating on Class F-R Notes
DUNEDIN PARK: S&P Assigns Prelim. B- Rating on Class F-R Notes
GLEN SECURITIES: S&P Assigns BB Rating on Class C Notes
OAK HILL III: Fitch Raises Rating on Class F-R Notes to 'B+'

ST. PAUL IV: Fitch Affirms Final B- Rating on Class E-RRR Notes
TORO EUROPEAN 4: Fitch Raises Class F-R Notes Rating to 'B+'


L I T H U A N I A

AKROPOLIS: S&P Alters Outlook to Stable & Affirms 'BB+' ICR


L U X E M B O U R G

4FINANCE HOLDING: S&P Alters Outlook to Stable & Affirms 'B' ICR


R U S S I A

AEROFLOT: Fitch Raises LongTerm IDR to 'BB', Outlook Stable
FG BCS: S&P Raises LongTerm Issuer Credit Rating to 'B+'


S W E D E N

LM ERICSSON: Moody's Alters Outlook on Ba1 CFR to Positive
POLYSTORM BIDCO: Fitch Assigns Final 'B' LT IDR, Outlook Stable
POLYSTORM BIDCO: S&P Assigns 'B' ICR, Outlook Stable


T U R K E Y

RONESANS GAYRIMENKUL: Fitch Alters Outlook on 'B' IDR to Stable


U K R A I N E

FIRST UKRAINIAN: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable


U N I T E D   K I N G D O M

ACA GROUP: Directors Put Part of Business Into Liquidation
BROWN BIDCO: Moody's Affirms B1 CFR Amid Vail Valley Transaction
CREATE CONSTRUCTION: Enters Administration Due to Pandemic Woes
ORBIT PRIVATE: S&P Assigns Prelim. 'CCC+' Rating on Unsecured Notes
PETROFAC LIMITED: Fitch Publishes 'B+' LT IDR, On Watch Negative

PETROFAC LTD: S&P Assigns 'BB-' LongTerm ICR, Outlook Positive
RETIREMENT & PENSION: Declared in Default by FSCS


X X X X X X X X

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
[*] UK: Number of Insolvent North West Cos. Up 25% in 3Q 2021

                           - - - - -


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C Z E C H   R E P U B L I C
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ZENTIVA: S&P Alters Outlook to Stable & Affirms 'B' LongTerm ICR
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S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'B' long-term rating on Czech pharma company Zentiva.

The stable outlook reflects the group's positive business momentum
and solid product pipeline, which will likely improve the group's
credit metrics over the next 24 months, with adjusted EBIDTA margin
around 23% and adjusted debt to EBITDA within below 7x.

The outlook revision reflects Zentiva's strong performance over
2021, the integration of acquisitions, and materialization of the
business turnaround plan. Despite unstable market conditions, the
group's sales volumes increased by 3.3% in first-half 2021 compared
with the same period last year, and profitability is also improving
as turnaround plans continue to gain momentum, with reported EBITDA
up by 13.1% in the first six months of the year. The group is
experiencing positive operating trends across its business lines
thanks to a strong execution of commercial plans, on-time product
launches, and a balanced portfolio in terms of products and
regions.

The integration of Alvogen and the Ankleshwar manufacturing plant
are delivering synergistic gains. For instance, the group is
producing around 47% of its supplied volumes by own manufacturing
facilities improving the group's supply chain management.
Furthermore, it has reinforced its position in Central and Eastern
European countries thanks to Alvogen tilting its product mix toward
high-margin products.

S&P said, "We expect Zentiva to benefit from continued positive
momentum in 2022 thanks to the large number of molecules and
biologics that will lose exclusivity next year. The group has
improved its coverage of LOEs to 86% as of august 2021, and we
expect further improvements in 2022 as the group's research and
development capabilities continue expanding. Also, it executed
product launches and maintained a strong competitive profile
despite the unstable market environment due to the COVID-19
pandemic. Nevertheless, we consider that the generics market
remains highly competitive and that over-the-counter (OTC) drugs
could suffer from the likely erosion of consumer purchasing power
due to the pandemic's negative impact on the economy.

"We do not forecast any major merger and acquisition activity
leading to an adjusted debt to EBITDA below 7x over the next 12
months coupled with FOCF of EUR50 million-EUR100 million. Following
several acquisitions over the past two years, we understand that
the group will focus on deleveraging cash flow. Failure to maintain
a disciplined financial policy of sustained deleveraging could lead
to a negative rating action."

The stable outlook reflects Zentiva's positive business momentum
and solid product pipeline, which will likely improve the group's
credit metrics over the next 24 months, with adjusted EBIDTA margin
around 21%-23% and adjusted debt to EBITDA close to 7x.

S&P could take a negative rating action in the next 12 months if:

-- Zentiva fails to maintain a disciplined financial policy such
that adjusted debt to EBITDA increases substantially over 7x.

-- Adjusted EBITDA margin approaches 20%.

-- The company embarks on further aggressive debt-financed
acquisitions that could materially affect the capital structure and
delay projected deleveraging.

S&P could take a positive rating action in the next 12 months if:

-- Zentiva's adjusted debt to EBITDA remains comfortably close to
6x, supported by sizable FOCF.

-- The group commits to a financial policy of deleveraging.




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F I N L A N D
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AHLSTROM-MUNKSJO 3: Fitch Alters Outlook on 'B+' LT IDR to Stable
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Fitch Ratings has revised Ahlstrom-Munksjo Holding 3 Oy's
(previously Spa Holdings 3 Oy) Outlook to Stable from Positive,
while affirming the company´s Long-Term Issuer Default Rating
(IDR) at 'B+'. Fitch has also downgraded the senior secured ratings
to 'B+'/'RR4' from 'BB-'/'RR3'.

The Outlook revision reflects the company's decision to raise a new
term loan B (TLB) of EUR282 million as an add-on to its existing
euro term loan facility to fund the redemption of the remaining
shares that were not tendered in the consortium acquisition of
Ahlstrom-Munksjo Oyj in February 2021. The higher debt delays the
deleveraging path and Fitch does not expect Ahlstrom-Munksjo to
meet Fitch's positive leverage sensitivity in the medium term.

The ratings are supported by Ahlstrom-Munksjo's business profile as
a large manufacturer of fibre-based materials, strong market
position in several end-markets and solid geographical
diversification. The company was resilient through the pandemic and
continued to recover above Fitch's expectations in 1H21 despite
strongly increasing pulp prices.

KEY RATING DRIVERS

Leverage High for Rating: The increase in debt is expected to
result in funds from operations (FFO) gross leverage of 6.9x in
2021 compared to 6.5x in Fitch's previous forecast. It is high for
the rating, but mitigated by the stronger-than-expected FFO in
1H21, which Fitch forecasts to improve further from 2H21. It allows
for moderate deleveraging to 5.6x in 2023 and 5.5x in 2024, the
latter being in line with Fitch's positive rating sensitivity. The
forecast high leverage in the medium to long term restricts the
rating to the higher end of the 'B' range.

Accelerated Margin Improvement: Following strong sales growth in
1H21 driven by all business areas and a more favourable product
mix, Fitch has raised Fitch's forecast for profitability in 2021
compared to Fitch's February forecast. Fitch now expects the
Fitch-adjusted EBITDA margin to reach 12.7% in 2021 (previously
11.8%) driven by volume growth, higher sales prices and implemented
cost savings, partly offset by higher input costs and an adverse
currency impact. Thereafter, Fitch expects the planned cost savings
under the new ownership to gradually strengthen the EBITDA margin
to 14.8% in 2024.

Volatility of Pulp Prices: Ahlstrom-Munksjo uses pulp as a raw
material and is one of the largest pulp-buyers globally despite
owning four pulp mills that produce 40%-45% of its needs.

Pulp price volatility is, to some extent, naturally hedged through
internal production. In combination with pricing adjustment clauses
in a material share of customer contracts, the company is able to
pass higher pulp prices onto customers. However, the pass-through
usually has a time lag of about three months and is not 100%, which
pressures profitability when pulp prices increase. The strong pulp
price increase of around 40% from 1H20 to 1H21 have resulted in
higher variable costs for Ahlstrom-Munksjo, but Fitch expects
related sales price increases to more than compensate for this in
2H21.

Strengthening Free Cash Flow: Free cash flow (FCF) generation has
historically been volatile and under pressure from high growth
capex and working capital build-up. Fitch forecasts temporary
working capital tie-up and restructuring costs to result in a
negative FCF margin in 2021 followed by a material strengthening to
more than 4% in 2022 due to improving profitability and normalised
working capital. At 4%, the FCF margin would be stronger than the
expectation for the present rating and in line with 'BB' rated
peers'; it would also allow for some deleveraging.

Solid Business Profile: Ahlstrom-Munksjo's business profile is in
line with an investment-grade rating based on the group's strong
position in a high number of niche markets and its solid
geographical diversification. Most of the produced material is
converted or developed further by its customers and is used in a
broad range of products such as filters, medical fabric protection
and packaging. Fitch expects continued growth in most of its
end-markets. Ahlstrom-Munksjo has some exposure to cyclical
end-markets such as automotive, trucks and industrial applications,
but this is mitigated by its limited exposure to new vehicle
production.

DERIVATION SUMMARY

Ahlstrom-Munksjo's business profile is in line with
investment-grade peers such as GEA Group Aktiengesellschaft
(BBB/Stable), KION GROUP AG (BBB/Stable) and Smurfit Kappa Group
plc (BBB-/Stable) based on solid market positions, strong
diversification and exposure to non-cyclical end-markets.

Ahlstrom-Munksjo's profitability is weaker than that of similarly
rated peers such as Harsco Corporation (WD), ams AG (BB-/Stable)
and in line with Flender International GmbH (B+/Stable), while the
companies are a similar size. Fitch expects Ahlstrom-Munksjo's
profitability to improve in the medium to long term due to planned
cost savings.

Ahlstrom-Munksjo FFO gross leverage is higher than ams AG's, but
more in line with Harsco's and Flender's. All of the peers, except
Flender, have a better deleveraging profile than Ahlstrom-Munksjo,
which explains the rating difference.

KEY ASSUMPTIONS

-- Revenue to grow around 11% in 2021 followed by low-to-mid
    single-digit growth in 2022-2024;

-- Improving EBITDA margin to 14.8% in 2024 mainly based on
    additional cost savings under the new ownership;

-- Transformational costs of EUR80 million in 2021-2023;

-- Average capex at around 4% of revenue 2021-2024;

-- Preferred dividend payment of EUR30 million annually from 2021
    no ordinary dividend payments from 2Q21;

-- No M&A activity until 2024.

KEY RECOVERY ASSUMPTIONS

-- The recovery analysis assumes that Ahlstrom-Munksjo would be
    restructured as a going concern rather than liquidated in a
    default.

-- Fitch applies a distressed enterprise value/EBITDA multiple of
    5.5x to calculate a going-concern enterprise value, reflecting
    Ahlstrom-Munksjo's strong market positions and solid
    diversification by end-market, product and geography.

-- Fitch estimates a post-restructuring going-concern EBITDA of
    EUR252 million.

-- The recovery analysis is based on a capital structure at the
    acquisition closing date plus an add-on of EUR282 million.

-- These assumptions result in a recovery rate for the senior
    secured instrument within the 'RR4' range, resulting in the
    instrument rating and the IDR being equal. The principal and
    interest waterfall analysis output percentage on current
    metrics and assumptions is 43%.

RATING SENSITIVITIES

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

-- FFO margin sustained above 6%;

-- FCF margin above 1.5%;

-- FFO gross leverage sustained below 5.5x.

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

-- FFO margin sustained below 4%;

-- FCF margin below 1%;

-- FFO gross leverage sustained above 6.5x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: Fitch forecasts Ahlstrom-Munksjo to have
readily available cash of around EUR190 million at end-2021. This
includes Fitch adjustments of EUR25 million for restricted cash due
to offshore holdings and 2% of revenue (around EUR60 million) due
to intra-year working capital changes. Fitch expects the difference
of the total redemption value and the debt add-on (around EUR90
million) to be added to the cash position, explaining the forecast
higher cash position. Liquidity is supported by an undrawn RCF of
EUR325 million and a low-to-mid single-digit positive FCF margin
from 2022.

The debt structure is fairly diversified and consists of two
first-lien TLBs of EUR882 million (including the add-on) and USD547
million, respectively, and two senior secured notes of EUR350
million and USD305 million, respectively. The maturities are long
at seven years, and concentrated to one year (2028), which could
increase refinancing risk once the maturity dates approach.

ISSUER PROFILE

Ahlstrom-Munksjo is a global leader in manufacturing specialty
fibre-based materials with a wide range of uses in sectors like
industrial applications, filtration and food packaging. It is
headquartered in Finland and has around 7,800 employees globally
and 45 plants in 14 countries, generating around EUR2.7 billion in
revenue.

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.


AHLSTROM-MUNKSJO 3: Moody's Affirms B2 CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating of Ahlstrom-Munksjo Holding 3 Oy, previously known as SPA
Holdings 3 Oy, at B2, the company's probability of default rating
at B2-PD as well as the B2 instrument ratings on the company's
guaranteed senior secured bank credit facility and on its
guaranteed senior secured global notes. The outlook on the ratings
remains stable.

RATINGS RATIONALE

Ahlstrom-Munksjo Holding 3 Oy (A-M), the holding company of the
Finnish producer of sustainable and innovative fiber-based
solutions Ahlstrom-Munksjo Oyj, is now entering the final stage of
the squeeze-out of the remaining minority shareholders. The
transaction will be fully debt-funded by a EUR282 million increase
of its Term Loan B. On a pro-forma basis, Moody's adjusted leverage
as of June 2021 will increase to 6.8x debt/EBITDA from the 6.0x
pro-forma level Moody's calculated after the redemption of the
company's hybrid bond in July. Moody's decision to affirm the
ratings at the current level and to keep the outlook at stable
takes into account the progress the company has made in H1 2021 in
strengthening its profitability and Moody's expectation of a
gradual deleveraging in the coming 12- 18 months, resulting from
both business recovery after the Covid-19 induced shock in 2020 and
the active profitability enhancing initiatives. These measures
should help to bring down leverage to around or below 6x over the
next twelve months, a level appropriate for its B2 rating.

The B2 CFR of A-M continues to be supported by (1) its leading
market positions in niche markets for high-performance fiber-based
materials; (2) broad geographic diversification in terms of
manufacturing footprint and end-market exposure; (3) good
fundamental growth perspectives from an increasing ESG awareness
and a growing demand for sustainable/ recyclable products; and (4)
a resilient and cash generative business evidenced by its robust
performance during the pandemic in 2020.

However, the rating is constrained by (1) the company's relatively
high leverage that Moody's estimate at around 6.8x (pro forma, as
of June 2021) Moody's adjusted gross debt/ EBITDA following the
recent change in ownership and subsequent squeeze-out of minority
shareholders; (2) exposure to volatile pulp prices, which is
mitigated by 40-45% backward integration into pulp production; (3)
execution risk and delivering on intended cost reductions and
efficiency gains, resulting in restructuring expenses Moody's
normally do not adjust for; and (4) event risk associated with
potential larger bolt-on acquisitions, though mitigated by eventual
asset disposals.

In H1 2021, revenue increased by 15% driven by higher customer
activity across the company's broad range of end-markets. Assisted
by cost efficiency measures taken the company could increase its
Moody's adjusted EBITDA-margin to 12.2% for the twelve months to
June 2021 from 11.8% for 2020 despite of the rapid increase in raw
material costs. Moody's expect that Moody's adjusted EBITDA margin
will further improve to around 12.5% in 2021 and around 13% in 2022
resulting from the implementation of the identified cost
initiatives.

RATIONALE FOR OUTLOOK

The rating is currently weakly positioned given the leverage
increase resulting from the decision to raise additional debt for
the squeeze-out of the remaining shareholders. The stable outlook
reflects Moody's expectation of a gradual deleveraging in the
coming 12- 18 months, resulting from both business recovery after
the Covid-19 induced shock in 2020 and the active profitability
enhancing initiatives

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

Downward pressure could intensify if:

- Moody's adjusted gross leverage were to increase above 6.5x;

- Moody's adjusted EBITDA margin were to deteriorate sustainably
below 10%;

- The company's liquidity profile were to weaken as a result of
negative FCF, shareholder distributions or M&A

Albeit unlikely over the next 12 to 18 months, Moody's would
consider upgrading the rating in case of:

- Moody's adjusted gross leverage were to sustain below 5.5x;

- Moody's adjusted EBITDA margin were to strengthen towards
mid-teens;

- Sustainably positive free cash flow generation

STRUCTURAL CONSIDERATIONS

In Moody's loss given default (LGD) assessment, Moody's rank pari
passu the 7-year EUR1,352 million equivalent first lien term loans,
the 7- year EUR612 million equivalent of senior secured notes and
the 6.5-year EUR325 million senior secured RCF, which share the
same collateral package and guarantees from all substantial
subsidiaries of the group representing at least 80% of consolidated
EBITDA. The instruments are thus rated in line with the corporate
family rating of B2. Moody's assumes a standard recovery rate of
50% due to the covenant lite package consisting of bonds and
loans.

LIQUIDITY

EUR180 million of cash & cash equivalents further complemented by a
EUR325 million of revolving credit facility (RCF) that was largely
undrawn as of June 2021 and Moody's expectation of a positive free
cash flow generation in the next four to six quarters. The RCF with
4.5 years to maturity contains a springing covenant set at 7.75x
senior secured net leverage ratio tested quarterly only when the
facility is more than 40% drawn. The covenant will only be tested
in Q4 2021. Moody's view these sources as sufficient to cover any
cash flow seasonality. After the envisaged transaction there will
be no maturities until 2028, when term loans and other secured debt
will mature.

Moody's also note the existence of supplier financing (reverse
factoring, amount not disclosed), which can potentially create an
additional liquidity requirement if the line is canceled. However,
this risk is currently well covered by existing liquidity sources
(cash and the undrawn RCF).

ESG CONSIDERATIONS

Despite the fact that the paper and paper-packaging industry is a
fairly large consumer of energy and water in the production
processes, with occasional environmental incidents, Moody's score
it as "moderate risk" in its environmental heat map, not expecting
a material impact on the overall credit quality of most companies
over the next five years.

Ahlstrom-Munksjo in fact can benefit from a shift toward more
sustainable economy and a growing trend of prohibiting the use of
plastics in food packaging. With its fiber-based solutions the
company provides a renewable option to plastic packaging, enhance
the health and safety and promote circular economy.

Social considerations for A-M are predominantly related to health
and safety of its employees, employee development as well as gender
equality and diversity. Specifically, the company pursues a zero
accident rate and provides at least 15 hours of training on
tailored safety training per employee. In 2019 the company
established short- and long-term gender and diversity targets in
order to close the gender gap and to have at least the same gender
representation in management as in the total workforce.

In June 2021 A-M has been taken private from public by a consortium
led by Bain Capital. Following the current squeeze-out of minority
shareholders who did not accept the initial tender-offer
(representing 9.4% of shares) the private equity firm's holding
would be 55% while the founding families would share the rest once
the transaction is closed. The recent decision to increase debt
further to finance the squeeze-out confirms Moody's view of a
financial policy that favours shareholders over creditors.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Paper and
Forest Products Industry published in October 2018.

COMPANY PROFILE

Headquartered in Helsinki, Finland, Ahlstrom-Munksjo is a global
leader in sustainable and innovative fiber-based solutions. Through
its 45 plants spread across 14 countries in Europe, North and South
America as well as in Asia the group services more than 6,000
customers from various end-markets in over 100 countries. In 2020,
Ahlstrom-Munksjo generated approximately EUR2.7 billion of revenue
and employed around 7,800 people worldwide. The company, that was
formed through the merger of Ahlstrom and Munksjo in 2017, has been
taken private in June 2021 by a consortium led by Bain Capital
Private Equity.




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F R A N C E
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ELIS SA: S&P Raises ICR to 'BB+', Outlook Stable
------------------------------------------------
S&P Global Ratings raised its ratings on France-based linens and
hygiene service provider Elis S.A. and on the group's senior
unsecured debt to 'BB+' from 'BB'.

S&P said, "We maintained the recovery rating on the rated debt at
'3', which indicates our expectation of about 60% recovery in the
event of a payment default.

"The stable outlook reflects our view that the group's revenue and
EBITDA growth will remain solid, supported by gradual recovery in
hospitality and strong demand for increased hygiene services in
other end markets, resulting in adjusted leverage between 3.5x-4.0x
in the next 12 months.

"The upgrade reflects our expectation of material improvement in
Elis' credit metrics in 2021 based on solid and profitable revenue
growth, which we view as sustainable. After facing a significant
impact from COVID-19 in 2020, with a 14.5% year-on-year revenue
decline, Elis achieved resilient performance in the first nine
months of 2021, despite persistently challenging market conditions.
As lockdowns and social distancing measures were lifted in most of
the group's geographies starting in April-May 2021, we now expect
the group will gradually recover lost revenue, in particular in its
trade and services and health care sectors." This is supported by:

-- Increased global outsourcing for hygiene-related products and
services (including pest control, uniform and linens rotation, and
clean work environments);

-- Structural growth in the nursing home business because of the
aging European population; and

-- Increased market share from fast-growing markets (Latin America
and Eastern Europe).

S&P said, "In the hard hit hospitality sector (27% and 16% of sales
in 2019 and 2020, respectively), we anticipate it will take until
2022-2023 to recover to pre-pandemic activity levels due to
persistently low business travel. As a result, we expect revenue
growth to rebound by about 7% in 2021 and further to about 10% in
2022.

"We expect Elis will report significantly improved S&P Global
Ratings-adjusted EBITDA margin for 2021, thanks to increased
volumes and cost savings. We anticipate S&P Global Ratings-adjusted
EBITDA margins of around 33.5% in fiscal 2021 compared with 31.1%
in fiscal 2020. Year-to-date adjusted EBITDA margins of 32.6% as of
June 30, 2021, support our forecast and we expect Elis will report
further improvement for the second half of fiscal 2021 with
increased EBITDA margins during the northern hemisphere's summer,
on increased volumes from the seasonal uptick in the hospitality
sector. Margins will continue to benefit from permanent savings and
productivity improvements from restructuring measures implemented
during the pandemic, which includes permanent shutdown of some
plants, the layoff of full-time employees at the plant level, and
cost-cutting initiatives across every geography. This, combined
with good pricing discipline and the absence of additional
significant restructuring expense, will support near-term
profitability.

"Supported by its resilient business model and solid operating
performance, we expect Elis' credit metrics, including leverage and
cash flow generation, will improve in line with our previously
stated upgrade triggers for the rating. Revenue and EBITDA growth
should translate into S&P Global Ratings-adjusted debt to EBITDA
notably below 4x on Dec. 31, 2021, with FFO to debt increasing to
above 20%. We project strong free operating cash flow (FOCF) of
about EUR210 million-EUR220 million after lease payments, supported
by EBITDA recovery, low working capital needs, and return to
normative capital expenditure (capex) levels. In addition, we
expect the group's financial policy to support credit metrics at
these improved levels, while the group continue pursuing bolt-on
mergers and acquisitions (M&A) in 2021 and resume paying dividends
from 2022. Although there remains some uncertainty in our view
regarding COVID-19 developments and their potential impact on Elis'
activities, in particular on its hospitality segment, we believe
the high degree of variability of the group's cost base should
enable Elis to weather volume fluctuations, such that credit
metrics remain commensurate with a 'BB+' rating in the next 12-24
months.

"The rating incorporates our assessment of Elis' business risk
profile as satisfactory, supported by its leading market positions
and strong route density in Europe. Elis has a leading European
market position, including in sizable economies such as France, the
U.K, and Sweden. This provides a key competitive advantage because
density reduces travel time, improves service quality, and enhances
stock management between plants. The higher market share also leads
to improved purchasing conditions with suppliers, which together
translate into higher EBITDA margins of above 31%. We also consider
the group's operations in highly fragmented and competitive
markets, where smaller players struggle to generate strong margins
due to their limited ability to differentiate products and smaller
route networks. Elis has high capital investment requirements,
nearly two-thirds of which relate to the purchase of linens and the
remainder to industrial capex with the normative level of capex to
sales averaging about 18%, which should act as a barrier to entry.
Although demand for Elis' services can be volatile because it
partly depends on industrial demand and some discretionary
spending, most notably in the flat linens segment, which correlates
highly to the cyclical hospitality industry, the company
demonstrated flexibility to lower linens capex and reduce its cost
base during the COVID-19 crisis.

"The stable outlook reflects our view that the group's revenue and
EBITDA growth will remain solid, supported by gradual recovery in
the hospitality segment and strong demand for increased hygiene
services in other end markets, resulting in adjusted leverage
between 3.5x-4.0x in the next 12 months.

"We could lower the rating if we expected the group to sustain debt
to EBITDA and FFO to debt of greater than 4x and less than 20% over
the medium term, or if we anticipated a material deterioration in
FOCF generation." This could happen if:

-- The recovery in the hospitality sector is substantially slower
than S&P currently expects, combined with declines in demand from
the industry, services, and health care sectors due additional
COVID-19 impact, resulting in weaker revenue growth over the next
two years; or

-- If Elis' investment and shareholder return policies indicate
leverage could increase above 4x.

S&P could consider a positive rating action if it observed an
accelerated revenue and earnings growth beyond what S&P currently
forecast, likely stemming from stronger improvements in trading
conditions within the group's core markets, such that:

-- Adjusted debt to EBITDA fell below 3x and funds from operations
(FFO) to debt increased to above 30% on a sustained basis; and

-- The group's financial policy demonstrates strong commitment to
maintain credit metrics at these levels.

Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:

-- Health and safety




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

EUROPEAN MEDCO 3: Moody's Affirms B2 CFR, Outlook Remains Stable
----------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and a B2-PD probability of default rating to European Medco
Development 3 S.a.r.l. ('PharmaZell' or the company) the holding
company at the top of the restricted group. Concurrently, Moody's
affirmed the B2 instrument ratings of the senior secured term loan
B maturing in May 2027 and the senior secured revolving facility
maturing in November 2026 issued by European Medco Development 4
S.a.r.l. a subsidiary of PharmaZell which will be upsized by EUR215
million and EUR17.5 million, respectively. The outlook on all
ratings remains stable.

The proceeds from the new facilities will serve to co-finance the
acquisition of the pharma division of Novasep Holding SAS (Novasep)
for an undisclosed consideration.

"The affirmation of PharmaZell's B2 ratings reflects its improved
business profile by the acquisition of Novasep, which diversifies
the company's API portfolio, production technologies and customer
base in the relative resilient pharma end market" says Janko Lukac,
Moody's Vice President and Senior Analyst. "Furthermore, the
adequate liquidity provides a buffer for potential underperformance
or delayed product roll outs in fiscal 22/23 when free cash flow
generation will be very limited due to high growth capex. At the
same time meaningful PIK of about EUR181 million outside of the
restricted group increases the refinancing risk for PharmaZell in
future."

RATINGS RATIONALE

PharmaZell's B2 CFR is supported by its (1) attractive and much
more diversified API product portfolio as evidenced by strong
Moody's adjusted EBITDA margins of about 22% expected for end of
fiscal 21/22 pro forma Novasep; (2) exposure to the stable and
growing pharmaceutical end market; (3) long term customer
relationships protected by high barriers to entry due to regulatory
specifications and a track record of quality and reliability; (4) a
patent portfolio protecting the company's manufacturing processes;
and (5) a strong operating track record of growing its sales by
annually about 8% since 2007 and consistently increasing EBITDA
margins from about the high teens to the high-twenties over the
same period (6) a supportive shareholder, as evidenced by funding
the acquisition of Novasep mainly by equity.

At the same time the B2 rating is constrained by the company's (1)
moderate size with EUR456 million of revenues pro forma Novasep by
end of June 2021 compared to much larger competitors such as Lonza,
Piramal, Thermo Fisher Scientific (Baa1 stable) and Fareva; (2)
exposure to development risk for new molecules, which become
increasingly complex, in different stages of clinical trials and
patent expiries of existing molecules; (3) exposure to regulatory
event risk in case of a quality issue, partially mitigated by a
long and strong operational track record; (4) its relatively high
debt burden as evidenced by a high starting leverage of 5.9x adj.
debt /EBITDA LTM June 2021 pro forma for the acquisition leaving
limited cushion for unforeseen events, underperformance or
shareholder distributions, and (5) moderate free cash generation
over the next 12-18 months due to capex investments and working
capital build up in order to accompany the ambitious growth plan.

The acquisition of Novasep expected to conclude in Q4 2021 is
transformational for PharmaZell. It will increase the company's
Moody's adjusted EBITDA for fiscal 2020/21 pro forma for the
acquisition by about EUR40 million to about EUR102 million and add
complex API and antibody drug conjugates to its product portfolio
with good CDMO development capabilities for relative complex
molecules for new drugs. Due to its relatively strong and advanced
product pipeline Novasep's sales and EBITDA is expected to grow
meaningfully over the next 2-3 years, which will require high capex
investments. At the same time Moody's cautions that product roll
outs and integration of both companies can be delayed and result in
some underperformance vs the business plan.

LIQUIDITY

Moody's deems PharmaZell's liquidity as adequate. Following closing
of the transaction the company will have EUR25 million cash on
balance sheet and access to an undrawn EUR92.5 million revolving
credit facility (RCF) maturing in November 2026. In fiscal 2022/23
Moody's expect PharmaZell to only reach break-even FCF due to
significant capex spending of about EUR75 million and a working
capital build up on the back of expected revenue growth. The
company has no upcoming maturities until its term loan B will come
due in 2027.

The RCF has a springing net debt/EBITDA maintenance covenant set at
9.5x, which will be tested if the RCF is drawn by 40%. Moody's
expects the RCF to remain undrawn for the next 12-18 months.
Furthermore, the company has factoring facilities in place, under
which about EUR27 million of receivables were factored by end of
June 2021.

STRUCTURAL CONSIDERATIONS

The B2 rating of the Term Loan B, in line with the CFR, reflects
the Term Loan B ranking in line with the RCF and ahead of the EUR25
million subordinated shareholder loan, which Moody's treat as
equity. Moody's understands that there might be additional
shareholder loans entering the restricted group as a part of the
refinancing. While the documentation for these loans is not yet
available to Moody's, in its assigned ratings the agency has
assumed that the terms and conditions of the new shareholder loans
would mirror the terms and conditions of the existing shareholder
loan that already meets Moody's criteria for the assignment of
equity treatment to shareholder loans. There is no other debt
within in the restricted group.

However, Moody's notes that following the closure of the
transaction EUR181 million of payment-in-kind (PIK) loans outside
the restricted group will sit at the level European Medco
Development 2 S.a.r.l. the holding company of PharmaZell. This has
no direct negative impact on the CFR, Moody's generally view such
transactions as a constraining factor for the company's rating
because they increase the overall amount of external debt carried
by the company.

ESG CONSIDERATIONS

Social considerations include the stringent regulated API
production. PharmaZell is subject to rigorous quality controls and
inspections by the respective regulators. Moody's notes that that
the company has a strong track record of complying with regulatory
standards, but cautions that any material finding or quality
incident could potentially impact operating performance
significantly, considering the relatively small size and moderate
manufacturing diversification of the company.

Environmental considerations consider environmental risks for API
producers such as soil and water pollution regulations or potential
related litigation, which have been managed well by PharmaZell in
the past. Provisions to clean up polluted sites amount to a low
EUR500k.

Governance considerations include the ownership pf PharmaZell by
the PE company Bridgepoint. Generally, private equity sponsors tend
to have aggressive financial policies favoring very high leverage,
shareholder-friendly policies such as dividend recapitalization and
the pursuit of acquisitive growth. However, in the case of
PharmaZell Moody's notes that Bridgepoint financed the lion's share
of the acquisition of Novasep by equity and does not expect
Bridgepoint to extract meaningful dividends in the next 12-18
months.

OUTLOOK

The stable outlook on PharmaZell's ratings reflects the relatively
resilient and moderately growing pharmaceutical end market, its
relative attractive product portfolio and pipeline, as well as a
good track record of growing its business organically. At the same
time Moody's expects PharmaZell to reduce its relatively high
Moody's adjusted starting leverage from about 5.9x debt/EBITDA at
the LTM September 21 pro forma towards 5.5x on a sustained basis
over the next 12 -- 18 months. Furthermore, the stable outlook
incorporates Moody's expectations that PharmaZell will remain free
cash flow positive at all times even during periods of significant
investments to accompany its ambitious growth targets.

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

The ratings could be upgraded if PharmaZell would: (1) continue to
grow revenue, EBITDA and maintain an attractive product pipeline;
(2) reduce its leverage to well below 5.0x adj. debt/EBITDA on a
sustained basis; (3) maintain its sound quality track record and
remain in compliance with regulatory requirements; and (4) at the
same time displays an adequate liquidity profile as evidenced by
substantial free cash flow generation at all times.

The ratings could be downgraded if: (1) PharmaZell would experience
any material quality issues or none-compliance with regulatory
standards; (2) the company's adj. debt / EBITDA ratio would
increase above 6.0x over the next 12-18 months; (3) adj. EBITDA
margins would fall below 20%; and (4) liquidity would weaken or
free cash flows would turn negative.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

PharmaZell is a specialized manufacturer of niche APIs serving the
resilient pharmaceutical end market with about 80 APIs in 10
therapeutic areas such as dermatology, oncology, respiratory,
pulmonary and inflammatory diseases based in Raubling, Germany.
With the acquisition of Novasep expected to close in Q4 2021,
PharmaZell will add a portfolio of attractive APIs and production
technologies. Combined the company will become a top 10 CDMO / API
player for complex small molecules and ADCs. Pro forma for the
combination the management expects PharmaZell to report sales of
EUR490 million and EBITDA of about EUR110 million (normalized by
management) for fiscal 2021/22 with 9 production sites, in Germany,
France, Italy and India. PharmaZell was acquired in February 2020
by the PE firm Bridgepoint from DPE Deutsche Private Equity and
Maxburg Capital Partners for an undisclosed consideration.




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

BBAM EUROPEAN II: Moody's Assigns B3 Rating to Class F Notes
------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by BBAM European CLO
II Designated Activity Company (the "Issuer"):

EUR246,000,000 Class A Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

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

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

EUR28,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

EUR25,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

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

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

RATINGS RATIONALE

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

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 90% ramped up 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 six month ramp-up period in compliance with the
portfolio guidelines.

BlueBay Asset Management LLP ("BlueBay") 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
four and half year reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations or credit improved obligations.

In addition to the seven classes of notes rated by Moody's, the
Issuer has issued EUR33,600,000 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: EUR400,000,000

Diversity Score: 48

Weighted Average Rating Factor (WARF): 2943

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 43.50%

Weighted Average Life (WAL): 8.5 years


BBAM EUROPEAN II: S&P Assigns B- Rating on Class F Notes
--------------------------------------------------------
S&P Global Ratings assigned its credit ratings to BBAM European CLO
II's class A, B-1, B-2, C, D, E, and F notes. At closing, the
issuer also issued unrated subordinated notes.

This is a European cash flow CLO transaction, securitizing a pool
of primarily syndicated senior secured loans or bonds. The
portfolio's reinvestment period will end approximately four and
half years after closing, and the portfolio's maximum average
maturity date will be eight and half years after closing. Under the
transaction documents, the rated notes pay quarterly interest
unless there is a frequency switch event. Following this, the notes
will permanently switch to semiannual payment.

S&P said, "We consider that the portfolio on the effective date
will be well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs."

  Portfolio Benchmarks
                                                         CURRENT
  S&P Global Ratings weighted-average rating factor     2,804.82
  Default rate dispersion                                 405.57
  Weighted-average life (years)                             5.42
  Obligor diversity measure                                95.88
  Industry diversity measure                               20.52
  Regional diversity measure                                1.21

  Transaction Key Metrics
                                                         CURRENT
  Total par amount (mil. EUR)                                400
  Defaulted assets (mil. EUR)                                  0
  Number of performing obligors                              101
  Portfolio weighted-average rating
   derived from S&P's CDO evaluator                          'B'
  'CCC' category rated assets (%)                           1.94
  'AAA' weighted-average recovery (%)                      36.36
  Weighted-average spread net of floors (%)                 3.83

S&P said, "In our cash flow analysis, we have modeled the target
par amount of EUR400 million, covenant weighted-average recovery
rate as indicated by the collateral manager, a weighted-average
spread of 3.65%, and a weighted-average coupon of 4.00%.

"Following our credit and cash flow analysis, all class of notes
(except classes A and F) could withstand higher rating levels than
those we have assigned. However, as the CLO is still in its
reinvestment phase, during which the transaction's credit risk
profile could deteriorate, we have capped our assigned ratings on
the notes.

"The Bank of New York Mellon (London Branch) will be the bank
account provider and custodian. Its documented downgrade remedies
are in line with our counterparty criteria.

"The issuer is bankruptcy remote, in accordance with our legal
criteria.

"The CLO is managed by BlueBay Asset Management LLP. Under our
"Global Framework For Assessing Operational Risk In Structured
Finance Transactions," published on Oct. 9, 2014, we expect the
maximum potential rating on the liabilities to be 'AAA'.

"For the class F notes, our credit and cash flow analysis indicates
that the break-even default rate cushion is negative. Nevertheless,
based on the portfolio's actual characteristics and additional
overlaying factors, including our long-term corporate default rates
and recent economic outlook, we believe this class is able to
sustain a steady-state scenario, in accordance with our criteria."
S&P's analysis further reflects several factors, including:

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

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

S&P said, "Our model generated break-even default rate at the 'B-'
rating of 27.18% (for a portfolio with a weighted-average life of
5.42 years), versus if we were to consider a long-term sustainable
default rate of 3.1% for 5.42 years, which would result in a target
default rate of 16.80%.

"The actual portfolio is generating higher spreads versus the
covenanted threshold that we have modelled in our cash flow
analysis.

"For us to assign a rating in the 'CCC' category, we also assessed
(i) whether the tranche is vulnerable to non-payments in the near
future, (ii) if there is a one in two chances for this note to
default, and (iii) if we envision this tranche to default in the
next 12-18 months.

"Following this analysis, we consider that the available credit
enhancement for the class F notes is commensurate with the 'B-
(sf)' rating assigned.

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

Scenario analysis

S&P said, "In addition to our standard analysis, to provide an
indication of how rising pressures among speculative-grade
corporates could affect our ratings on European CLO transactions,
we have also included the sensitivity of the ratings on the class A
to E notes to five of the 10 hypothetical scenarios we looked at in
our publication."

  Ratings List

  CLASS   RATING     AMOUNT    SUB (%)     INTEREST RATE*
                   (MIL. EUR)
  A       AAA (sf)   246.00    38.50   Three/six-month EURIBOR
                                       plus 1.02%

  B-1     AA (sf)     27.00    28.00   Three/six-month EURIBOR
                                       plus 1.75%

  B-2     AA (sf)     15.00    28.00   2.10%

  C       A (sf)      28.00    21.00   Three/six-month EURIBOR
                                       plus 2.10%

  D       BBB- (sf)   25.00    14.75   Three/six-month EURIBOR
                                       plus 3.05%
  
  E       BB- (sf)    20.00     9.75   Three/six-month EURIBOR
                                       plus 6.11%

  F       B- (sf)     12.00     6.75   Three/six-month EURIBOR
                                       plus 8.95%

  Sub     NR          33.60     N/A   N/A

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

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


CAIRN CLO IV: Fitch Raises Class F-R Notes Rating to 'B+'
---------------------------------------------------------
Fitch Ratings has upgraded Cairn CLO IV DAC's class B-R, D-R, E-R
and F-R notes and removed them from Under Criteria Observation
(UCO). The class A-R and C-R notes were affirmed. The class C-R
notes were also removed from UCO.

      DEBT               RATING             PRIOR
      ----               ------             -----
Cairn CLO IV DAC

A-R XS2306572202    LT AAAsf   Affirmed     AAAsf
B-R XS2306572970    LT AA+sf   Upgrade      AAsf
C-R XS2306573606    LT A+sf    Affirmed     A+sf
D-R XS2306574240    LT BBB+sf  Upgrade      BBB-sf
E-R XS2306574323    LT BB+sf   Upgrade      BB-sf
F-R XS1983353126    LT B+sf    Upgrade      B-sf

TRANSACTION SUMMARY

The transaction is a cash-flow collateralized loan obligation
backed by a portfolio of mainly European leveraged loans and bonds.
The transaction is out of its reinvestment period but has not
started to amortize yet.

KEY RATING DRIVERS

CLO Criteria Update: The upgrades mainly reflect the impact of the
recently updated Fitch CLOs and Corporate CDOs Rating Criteria
(including, among others, a change in the underlying default
assumptions). The analysis was based on a scenario that assumes a
one-notch downgrade on the Fitch Issuer Default Rating Equivalency
Rating for assets with a Negative Rating Outlook on the driving
rating of the obligor.

Limited Amortization: The transaction has not started to amortize
yet. The transaction's reinvestment period ended in April of 2021.
All collateral quality and portfolio profile tests are currently
passing including the WAL test, which has been extended in March
2021 by one year; this allows the manager to reinvest unscheduled
collateral amortization, credit impaired sales and credit-improved
sales.

The manager is currently running a negative cash balance of EUR9
million as of Sept. 7, 2021 on a trade date basis; this figure was
at negative EUR20 million as of June 8, 2021. In the process of
reinvesting, the portfolio's quality may deteriorate towards the
covenant maximum weighted-average rating factor (WARF) and minimum
weighted average spread and weighted-average recovery factor
(WARR). In Fitch's view, the breakeven default rate cushion at the
upgraded ratings is sufficient to mitigate the risk of portfolio
deterioration due to trading activity.

Deviation from Model Implied Rating: The assigned ratings for all
classes of notes except for class F-R are in-line with their
respective model implied ratings. The assigned rating for the class
F-R notes is one notch lower than the model implied rating. The
deviation from the model implied rating for the class F-R notes is
driven by the low breakeven default cushion for this note at the
model implied rating, which can erode quickly due to the manager's
trading flexibility.

Portfolio Concentration: The portfolio remains diversified but is
expected to become more concentrated as the transaction starts
amortizing. The largest issuer and largest 10 issuers represent
1.86% and 15.40% of the portfolio, respectively.

Broadly Stable Asset Performance: The portfolio has net par losses
of 0.4% as of the latest available investor report. Exposure to
assets with a Fitch-derived rating of 'CCC+' and below is reported
by the trustee at 3.64% compared with the 7.50% limit.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors to be in the 'B'/'B-' category. The trustee calculated
Fitch WARF was 33.27 as of the latest available investor report,
below the maximum covenant of 35.00. The Fitch calculated WARF was
25.21 as of Oct. 9, 2021 after applying the recently updated Fitch
CLOs and Corporate CDOs Rating Criteria.

High Recovery Expectations: 100% of the portfolio comprises senior
secured obligations. Fitch views the recovery prospects for these
assets as more favorable than for second-lien, unsecured and
mezzanine assets. The Fitch WARR of the current portfolio is
reported by the trustee at 63.10% as of the latest available
investor report, compared with a minimum of 61.95%.

RATING SENSITIVITIES

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

-- An increase of the default rate (RDR) at all rating levels by
    25% of the mean RDR and a decrease of the recovery rate (RRR)
    by 25% at all rating levels will result in downgrades of up to
    four notches, depending on the notes;

-- Downgrades may occur if the build-up of the notes' credit
    enhancement (CE) following amortization does not compensate
    for a higher loss expectation than initially assumed due to
    unexpected high level of default and portfolio deterioration.

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

-- A reduction of the RDR at all rating levels by 25% of the mean
    RDR and an increase in the RRR by 25% at all rating levels
    would result in an upgrade of up to three notches, depending
    on the notes;

-- Except for the tranches already at the highest 'AAAsf' rating,
    upgrades may occur in case of better than expected portfolio
    credit quality and deal performance, and continued
    amortization that leads to higher CE and excess spread
    available to cover for losses on the remaining portfolio.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Cairn CLO IV DAC

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

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

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


CAPITAL FOUR III: S&P Assigns B- Rating on Class F Notes
--------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Capital Four CLO
III DAC's class A, B-1, B-2, C, D, E, and F notes. At closing, the
issuer issued unrated subordinated notes.

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

The portfolio's reinvestment period will end approximately 4.5
years after closing.

The ratings assigned to the notes reflect S&P's 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 (OC).

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

  Portfolio Benchmarks
                                                         CURRENT
  S&P Global Ratings weighted-average rating factor     2,815.02
  Default rate dispersion                                 448.72
  Weighted-average life (years)                             5.13
  Obligor diversity measure                               100.14
  Industry diversity measure                               22.47
  Regional diversity measure                                1.25

  Transaction Key Metrics
                                                         CURRENT
  Total par amount (mil. EUR)                             375.00
  Defaulted assets (mil. EUR)                                  0
  Number of performing obligors                              114
  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                           'B'
  'CCC' category rated assets (%)                           2.87
  'AAA' target portfolio weighted-average recovery (%)     36.07
  Covenanted weighted-average spread (%)                    3.65
  Covenanted weighted-average coupon (%)                    4.50

Rating rationale

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio will primarily comprise broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, we conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR375 million par amount,
the covenanted weighted-average spread of 3.65%, the covenanted
weighted-average coupon of 4.50%, and the actual weighted-average
recovery rates for all rated notes. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria.
"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 ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.

"We consider the transaction's legal structure to be bankruptcy
remote, in line with our legal criteria.

"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-1 to E notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our assigned ratings on the notes. The
class A notes can withstand stresses commensurate with the assigned
ratings.

"For the class F notes, our credit and cash flow analysis indicates
a negative cushion at the assigned rating. Nevertheless, based on
the portfolio's actual characteristics and additional overlaying
factors, including our long-term corporate default rates and recent
economic outlook, we believe this class is able to sustain a
steady-state scenario, in accordance with our criteria." S&P's
analysis reflects several key factors, including:

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

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

-- S&P also compared its model generated break-even default rate
at the 'B-' rating level of 26.69% versus if it was to consider a
long-term sustainable default rate of 3.10% for 5.13 years (current
weighted-average life of the CLO portfolio), which would result in
a target default rate of 15.92%.

-- The actual portfolio is generating higher spreads versus the
covenanted threshold that S&P has modelled in its cash flow
analysis.

-- For S&P to assign a rating in the 'CCC' category, it also
assessed (i) whether the tranche is vulnerable to non-payments in
the near future, (ii) if there is a one in two chances for this
note to default, and (iii) if it envisions this tranche to default
in the next 12-18 months.

-- Following this analysis, S&P considers that the available
credit enhancement for the class F notes is commensurate with the
'B- (sf)' rating assigned.

-- Following S&P's analysis of the credit, cash flow,
counterparty, operational, and legal risks, it believes that its
ratings are commensurate with the available credit enhancement for
the class A, B-1, B-2, C, D, E, and F notes.

S&P said, "In addition to our standard analysis, to provide an
indication of how rising pressures among speculative-grade
corporates could affect our ratings on European CLO transactions,
we have also included the sensitivity of the ratings on the class A
to E notes to five of the 10 hypothetical scenarios we looked at in
our publication. The results shown in the chart below are based on
the covenanted weighted-average spread, coupon, and recoveries.

"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) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries:
hazardous chemicals, waste and pesticides, ozone depleting
substances, endangered wildlife, controversial weapons, pornography
or prostitution, tobacco, gambling, payday lending, thermal coal,
oil and gas. 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."

Capital Four CLO III is a European cash flow CLO securitization of
a revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Capital
Four CLO Management K/S is lead manager and Capital Four Management
Fondsmaeglerselskab A/S is co-collateral manager.

  Ratings List

  CLASS   RATING    AMOUNT    SUB (%)     INTEREST RATE*
                  (MIL. EUR)
  A       AAA (sf)   228.75   39.00    Three/six-month EURIBOR
                                       plus 1.02%

  B-1     AA (sf)     33.75   28.00    Three/six-month EURIBOR
                                       plus 1.75%

  B-2     AA (sf)      7.50   28.00    2.05%

  C       A (sf)      23.00   21.87    Three/six-month EURIBOR
                                       plus 2.15%

  D       BBB (sf)    27.00   14.67    Three/six-month EURIBOR
                                       plus 3.10%

  E       BB- (sf)    18.75    9.67    Three/six-month EURIBOR
                                       plus 6.06%

  F       B- (sf)     11.25    6.67    Three/six-month EURIBOR
                                       plus 9.07%

  Sub     NR          29.10     N/A    N/A

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


CARLYLE EURO 2021-2: Fitch Assigns B- Rating on Class E Debt
------------------------------------------------------------
Fitch Ratings has assigned Carlyle Euro CLO 2021-2 DAC final
ratings.

     DEBT                          RATING              PRIOR
     ----                          ------              -----
Carlyle Euro CLO 2021-2 DAC

A-1 XS2391833287             LT AAAsf   New Rating    AAA(EXP)sf
A-2A XS2391833360            LT AAsf    New Rating    AA(EXP)sf
A-2B XS2391833444            LT AAsf    New Rating    AA(EXP)sf
B XS2391833527               LT Asf     New Rating    A(EXP)sf
C XS2391833873               LT BBB-sf  New Rating    BBB-(EXP)sf
D XS2391833790               LT BB-sf   New Rating    BB-(EXP)sf
E XS2391833956               LT B-sf    New Rating    B-(EXP)sf
Subordinated XS2391834178    LT NRsf    New Rating    NR(EXP)sf
X XS2391879439               LT AAAsf   New Rating    AAA(EXP)sf

TRANSACTION SUMMARY

Carlyle Euro CLO 2021-2 DAC is a securitisation of mainly senior
secured loans with a component of senior unsecured, mezzanine, and
second-lien loans. The note proceeds have been used to fund the
identified portfolio with a target par of EUR460 million. The
portfolio is managed by CELF Advisors LLP, which is part of the
Carlyle Group. The CLO envisages a 4.5-year reinvestment period and
a nine-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 25.2.

Strong Recovery Expectation (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 63.1%.

Diversified Portfolio (Positive): The top-10 obligor and fixed-rate
asset limits for the transaction are 23% and 12.5%, respectively.
The transaction also includes various concentration limits,
including the maximum exposure to the three-largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

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

Cash flow Modelling (Neutral): The WAL used for the transaction's
stressed-case portfolio is 12 months less than the WAL covenant to
account for strict reinvestment conditions after the reinvestment
period, including passing the over-collateralisation (OC) and Fitch
'CCC' limit tests together with a linearly decreasing WAL covenant.
This ultimately reduces the maximum possible risk horizon of the
portfolio when combined with loan pre-payment expectations.

RATING SENSITIVITIES

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

-- An increase of the default rate (RDR) at all rating levels by
    25% of the mean RDR and a decrease of the recovery rate (RRR)
    by 25% at all rating levels will result in downgrades of no
    more than four notches, depending on the notes, except for
    class X notes for which there would be no rating impact.

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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


DEER PARK: Fitch Assigns Final B- Rating on Class F-R Notes
-----------------------------------------------------------
Fitch Ratings has assigned Deer Park DAC's refinancing notes final
ratings.

     DEBT                   RATING                PRIOR
     ----                   ------                -----
Deer Park CLO DAC

A-1 XS2223751004      LT PIFsf   Paid In Full     AAAsf
A-2A XS2223751699     LT PIFsf   Paid In Full     AAsf
A-2B XS2223752234     LT PIFsf   Paid In Full     AAsf
A-R XS2393983759      LT AAAsf   New Rating       AAA(EXP)sf
B XS2223752820        LT PIFsf   Paid In Full     Asf
B-1-R XS2393983916    LT AAsf    New Rating       AA(EXP)sf
B-2-R XS2393984138    LT AAsf    New Rating       AA(EXP)sf
C XS2223753638        LT PIFsf   Paid In Full     BBB-sf
C-R XS2393984302      LT Asf     New Rating       A(EXP)sf
D XS2223754016        LT PIFsf   Paid In Full     BB-sf
D-R XS2393984567      LT BBB-sf  New Rating       BBB-(EXP)sf
E XS2223754446        LT PIFsf   Paid In Full     B-sf
E-R XS2393984724      LT BBsf    New Rating       BB(EXP)sf
F-R XS2393985028      LT B-sf    New Rating       B-(EXP)sf
X XS2223750964        LT PIFsf   Paid In Full     AAAsf

TRANSACTION SUMMARY

Deer Park CLO DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of corporate rescue
loans, senior unsecured, mezzanine, second-lien loans, first-lien,
last-out loans and high-yield bonds. It originally closed in
September 2020. The secured notes will be refinanced in whole on 27
October 2021 (the first refinancing date) from the proceeds of new
secured notes. The portfolio is managed by Blackstone Ireland
Limited. The transaction envisages a 4.5-year reinvestment period
and an 8.5-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch weighted average rating factor (WARF) of the identified
portfolio is 24.71.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is
63.71%.

Diversified Portfolio (Positive): The transaction includes two
Fitch matrices: one effective at closing corresponding to the
top-10 obligor concentration limit at 18%, a fixed-rate asset limit
at 10% and a 8.5-year WAL; and one that can be selected by the
manager at any time one year after closing as long as the portfolio
balance (including defaulted obligations at their Fitch collateral
value) is above target par and corresponds to the same limits as
the previous matrix apart from a 7.5-year WAL.

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

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

Cash Flow Modelling (Neutral): The WAL used for the transaction
stress portfolio and matrices analysis is 12 months less than the
WAL covenant, to account for structural and reinvestment conditions
after the reinvestment period, including the overcollateralisation
tests and Fitch 'CCC' limitation passing post reinvestment, among
other things. Combined with loan pre-payment expectations, this
ultimately reduces the maximum possible risk horizon of the
portfolio.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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


DEER PARK: S&P Assigns B- Rating on Class F-R Notes
---------------------------------------------------
S&P Global Ratings assigned its credit ratings to Deer Park CLO
DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R reset notes.
At closing, the issuer had unrated subordinated notes outstanding
from the existing transaction.

The transaction is a reset of the existing Deer Park CLO, which
closed in September 2020. The issuance proceeds of the refinancing
notes were used to redeem the refinanced notes (the class X, A-1,
A-2A, A-2B, B, C, D, and E notes of the original Deer Park CLO
transaction, for which we withdrew our ratings at the same time),
and pay fees and expenses incurred in connection with the reset.

The reinvestment period was extended to April 2026. The covenanted
maximum weighted-average life will be 8.5 years from closing.

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

The ratings assigned to the notes reflect S&P's assessment of:

-- The diversified collateral pool, which primarily comprises
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.

  Portfolio Benchmarks
                                                        CURRENT
  S&P Global Ratings weighted-average rating factor    2,775.73
  Default rate dispersion                                617.17
  Weighted-average life (years)                            4.98
  Obligor diversity measure                              155.10
  Industry diversity measure                              18.85
  Regional diversity measure                               1.21

  Transaction Key Metrics
                                                        CURRENT
  Total par amount (mil. EUR)                            350.00
  Defaulted assets (mil. EUR)                              0.00
  Number of performing obligors                             197
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                          B
  'CCC' category rated assets (%)                          4.51
  Covenanted 'AAA' weighted-average recovery (%)          36.25
  Covenanted weighted-average spread (%)                   3.45
  Covenanted weighted-average coupon (%)                   4.00

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio is well-diversified on the
effective date, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR347.5 million par
amortizing amount, consisting of EUR350 million target par minus
EUR2.5 million of reinvestment target par adjustment cap, the
covenanted weighted-average spread of 3.45%, the covenanted
weighted-average coupon of 4.00%, and the covenanted
weighted-average recovery rates of 36.25%. We applied various cash
flow stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria.

"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 ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.

"We consider that the transaction's legal structure is bankruptcy
remote, in line with our legal criteria.

"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 still in its
reinvestment phase, during which the transaction's credit risk
profile could deteriorate, we have capped our assigned ratings on
the notes. The class A-R and E-R notes can withstand stresses
commensurate with the assigned ratings. In our view the portfolio
is granular in nature, and well-diversified across obligors,
industries, and asset characteristics when compared to other CLO
transactions we have rated recently. As such, we have not applied
any additional scenario and sensitivity analysis when assigning
ratings on any classes of notes in this transaction.

"For the class F-R notes, our credit and cash flow analysis
indicates a negative cushion at the assigned rating. Nevertheless,
based on the portfolio's actual characteristics and additional
overlaying factors, including our long-term corporate default rates
and recent economic outlook, we believe this class is able to
sustain a steady-state scenario, in accordance with our criteria."
S&P's analysis reflects several key factors, including:

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

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

-- S&P's model generated BDR at the 'B-' rating level of 22.69%
(for a portfolio with a weighted-average life of 4.98 years),
versus a generated BDR at 15.44% if it was to consider a long-term
sustainable default rate of 3.1% for 4.98 years.

-- The actual portfolio is generating higher spreads and
recoveries at the 'AAA' rating compared with the covenanted
thresholds that S&P has modelled in its cash flow analysis.

-- Whether the tranche is vulnerable to nonpayment in the near
future.

-- If there is a one-in-two chance for this note to default.

-- If S&P envisions this tranche to default in the next 12-18
months.

-- Following this analysis, S&P considers that the available
credit enhancement for the class F-R notes is commensurate with the
assigned 'B- (sf)' rating.

S&P said, "Until the end of the reinvestment period on April 2026,
the collateral manager may substitute assets in the portfolio for
so long as our CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and compares
that with the default potential of the current portfolio plus par
losses to date. As a result, until the end of the reinvestment
period, the collateral manager may, through trading, deteriorate
the transaction's current risk profile, as long as the initial
ratings are maintained.

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

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

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

Deer Park CLO is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by sub-investment grade borrowers.
Blackstone Ireland Ltd. manages the transaction.

Environmental, social, and governance (ESG) factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries:
biological, nuclear, chemical or similar controversial weapons,
anti-personnel land mines, or cluster munitions. Accordingly, since
the exclusion of assets from these industries does not result in
material differences between the transaction and our ESG benchmark
for the sector, no specific adjustments have been made in our
rating analysis to account for any ESG-related risks or
opportunities."

  Ratings List

  CLASS    RATING     AMOUNT    SUB (%)    INTEREST RATE*
                    (MIL. EUR)
  A-R      AAA (sf)   217.00    38.00    Three/six-month EURIBOR
                                         plus 1.01%

  B-1-R    AA (sf)     27.20    28.00    Three/six-month EURIBOR
                                         plus 1.70%

  B-2-R    AA (sf)      7.80    28.00    2.00%

  C-R      A (sf)      25.40    20.74    Three/six-month EURIBOR
                                         plus 2.10%

  D-R      BBB (sf)    21.00    14.74    Three/six-month EURIBOR
                                         plus 3.00%

  E-R      BB- (sf)    17.50     9.74    Three/six-month EURIBOR
                                         plus 6.26%
   
  F-R      B- (sf)     10.50     6.74    Three/six-month EURIBOR
                                         plus 8.83%

  Sub      NR          28.46      N/A    N/A

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

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


DUNEDIN PARK: S&P Assigns Prelim. B- Rating on Class F-R Notes
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Dunedin Park CLO DAC's class X-R, A-R, B-1-R, B-2-R, C-R, D-R, E-R,
and F-R reset notes. At closing, the issuer will have unrated
subordinated notes outstanding from the existing transaction.

The transaction is a reset of the existing Dunedin Park CLO, which
closed in September 2019. The issuance proceeds of the refinancing
notes will be used to redeem the refinanced notes (class A-1, A-2A,
A-2B, B, C, and D notes of the original Dunedin Park CLO
transaction), and pay fees and expenses incurred in connection with
the reset.

The reinvestment period will be extended to May 2026. The
covenanted maximum weighted-average life will be 8.5 years from
closing.

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

The preliminary ratings assigned to the notes reflect S&P's
assessment of:

-- The diversified collateral pool, which primarily comprises
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.

  Portfolio Benchmarks
                                                           CURRENT
  S&P Global Ratings weighted-average rating factor       2,841.93
  Default rate dispersion                                   597.87
  Weighted-average life (years)                               4.77
  Obligor diversity measure                                 159.72
  Industry diversity measure                                 18.37
  Regional diversity measure                                  1.17

  Transaction Key Metrics
                                                           CURRENT
  Total par amount (mil. EUR)                               400.00
  Defaulted assets (mil. EUR)                                 0.00
  Number of performing obligors                                197
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                             6.25
  Covenanted 'AAA' weighted-average recovery (%)             36.50
  Covenanted weighted-average spread (%)                      3.50
  Covenanted weighted-average coupon (%)                      4.00

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average rating of 'B'. We consider that the portfolio will
be well-diversified on the effective date, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
CDOs.

"In our cash flow analysis, we used the EUR397.5 million par
amortizing amount, consisting of EUR400 million target par minus
EUR2.5 million of reinvestment target par adjustment cap, the
covenanted weighted-average spread of 3.50%, the covenanted
weighted-average coupon of 4.00%, and the covenanted
weighted-average recovery rates of 36.50%. We applied various cash
flow stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

"We expect that the transaction's documented counterparty
replacement and remedy mechanisms will adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.

"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, we consider that the transaction's legal structure
will be bankruptcy remote, in line with our legal criteria.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1-R, B-2-R, and C-R notes could
withstand stresses commensurate with higher ratings than those we
have assigned. However, as the CLO is still in its reinvestment
phase, during which the transaction's credit risk profile could
deteriorate, we have capped our assigned ratings on the notes. The
class X-R, A-R, D-R, and E-R notes can withstand stresses
commensurate with the assigned preliminary ratings. In our view the
portfolio is granular in nature, and well-diversified across
obligors, industries, and asset characteristics when compared to
other CLO transactions we have rated recently. As such, we have not
applied any additional scenario and sensitivity analysis when
assigning ratings on any classes of notes in this transaction.

"For the class F-R notes, our credit and cash flow analysis
indicates a negative cushion at the assigned preliminary rating.
Nevertheless, based on the portfolio's actual characteristics and
additional overlaying factors, including our long-term corporate
default rates and recent economic outlook, we believe this class is
able to sustain a steady-state scenario, in accordance with our
criteria. S&P's analysis reflects several key factors, including:

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

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

-- S&P's model generated BDR at the 'B-' rating level of 23.54%
(for a portfolio with a weighted-average life of 4.77 years),
versus a generated BDR at 14.79% if we were to consider a long-term
sustainable default rate of 3.1% for 4.77 years.

-- The actual portfolio is generating higher spreads and
recoveries at the 'AAA' rating compared with the covenanted
thresholds that S&P has modelled in its cash flow analysis.
Whether the tranche is vulnerable to nonpayment in the near
future.

-- If there is a one-in-two chance for this note to default.

-- If S&P envisions this tranche to default in the next 12-18
months.

-- Following this analysis, S&P considers that the available
credit enhancement for the class F-R notes is commensurate with the
assigned preliminary 'B- (sf)' rating.

Until the end of the reinvestment period on May 2026, the
collateral manager may substitute assets in the portfolio for so
long as S&P's CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and compares
that with the default potential of the current portfolio plus par
losses to date. As a result, until the end of the reinvestment
period, the collateral manager may, through trading, deteriorate
the transaction's current risk profile, as long as the initial
ratings are maintained.

S&P said, "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-R, A-R, B-1-R, B-2-R, C-R, D-R, E-R,
and F-R reset notes.

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

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

Dunedin Park CLO is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by sub-investment grade borrowers.
Blackstone Ireland Ltd. will manage the transaction.

Environmental, social, and governance (ESG) factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries:
biological, nuclear, chemical or similar controversial weapons,
anti-personnel land mines, or cluster munitions, product or
activity deemed illegal under international law or the local law of
the obligor, or the trade in cannabis. Accordingly, since the
exclusion of assets from these industries does not result in
material differences between the transaction and our ESG benchmark
for the sector, no specific adjustments have been made in our
rating analysis to account for any ESG-related risks or
opportunities."

  Ratings List

  CLASS    PRELIM     PRELIM     SUB(%)       INTEREST RATE*
           RATING     AMOUNT  
                    (MIL. EUR)
  X-R      AAA (sf)      2.00     N/A     Three/six-month EURIBOR
                                          plus 0.44%
  A-R      AAA (sf)    248.00     38.00   Three/six-month EURIBOR
                                          plus 0.98%
  B-1-R    AA (sf)      30.00     28.00   Three/six-month EURIBOR
                                          plus 1.78%
  B-2-R    AA (sf)      10.00     28.00   2.00%
  C-R      A (sf)       29.00     20.75   Three/six-month EURIBOR
                                          plus 2.25%
  D-R      BBB (sf)     24.00     14.75   Three/six-month EURIBOR
                                          plus 3.00%
  E-R      BB- (sf)     20.00      9.75   Three/six-month EURIBOR
                                          plus 6.26%
  F-R      B- (sf)      12.00      6.75   Three/six-month EURIBOR
                                          plus 8.93%
  Sub      NR           47.80       N/A   N/A

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

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


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

Glen is a static synthetic RMBS transaction that references a
portfolio of EUR1,397 million owner-occupied and BTL mortgage loans
originated by the Governor and Company of the Bank of Ireland (BOI;
A-/Negative/A-2), Bank of Ireland Mortgage Bank, and ICS Building
Society, and secured over residential properties in Ireland.

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

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

The full amount of the proceeds of the note issuance will be held
in the issuer's account at the cash deposit account bank (BOI) for
the life of the transaction, until used to make protection payments
or redeem the notes. S&P said, "We consider the transaction's
exposure to counterparty risk to be too high to be mitigated. We
have therefore weak-linked the ratings on the notes to the
long-term issuer credit rating (ICR) on BOI, in line with our
counterparty criteria."

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

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

There are no rating constraints in the transaction under our
structured finance legal or sovereign risk criteria.

  Ratings Assigned

  CLASS    RATING*    AMOUNT (MIL. EUR)§

   A       A- (sf)      45.500
   B       BBB- (sf)    33.900
   C       BB (sf)      16.725
   D       NR           29.673

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal.
§Does not include the 5% vertical retention slice retained by
Governor and Company of the Bank of Ireland, or the unfunded pari
passu portion for each tranche that S&P does not rate.
NR--Not rated.


OAK HILL III: Fitch Raises Rating on Class F-R Notes to 'B+'
------------------------------------------------------------
Fitch Ratings has upgraded seven tranches of Oak Hill European
Credit Partners III DAC previously placed Under Criteria
Observation (UCO). In addition, Fitch has affirmed two other 'AAA'
rated class A-1-R and A-2-R tranches not placed UCO. Fitch has
revised the Rating Outlooks on the classes C-R, D-R, E-R and F-R
notes to Positive from Stable.

      DEBT                 RATING           PRIOR
      ----                 ------           -----
Oak Hill European Credit Partners III DAC

A-1-R XS1642509548    LT AAAsf  Affirmed    AAAsf
A-2-R XS1642510801    LT AAAsf  Affirmed    AAAsf
B-1-R XS1642511528    LT AAAsf  Upgrade     AAsf
B-2-R XS1642511791    LT AAAsf  Upgrade     AAsf
B-3-R XS1642512252    LT AAAsf  Upgrade     AAsf
C-R XS1642512682      LT A+sf   Upgrade     Asf
D-R XS1642513656      LT A+sf   Upgrade     BBBsf
E-R XS1642514035      LT BB+sf  Upgrade     BBsf
F-R XS1642516592      LT B+sf   Upgrade     B-sf

TRANSACTION SUMMARY

Oak Hill European Credit Partners III DAC is a cash flow
collateralized loan obligation (CLO). The underlying portfolio of
assets mainly consists of leveraged loans and is managed by Oak
Hill Advisors (Europe), LLP. The deal exited its reinvestment
period in July 2021.

KEY RATING DRIVERS

CLO Criteria Update: The upgrades reflect mainly the impact of
Fitch's recently updated CLOs and Corporate CDOs Rating Criteria
(including, among others, a change in the underlying default
assumptions). The upgrade analysis was based on a scenario that
assumes a one-notch downgrade on the Fitch Issuer Default Rating
(IDR) Equivalency Rating for assets with a Negative Outlook on the
driving rating of the obligor.

Transaction Deleveraging: The class A-1-R note has amortized by
approximatively EUR 58 million as of the investor report in October
2021.

The transaction exited its reinvestment period in July 2021. The
manager can reinvest on a maintained or improved basis, but they
did not reinvest in October. The Positive Outlook reflects the fact
that the transaction is expected to deleverage further and C/E are
anticipated to improve further.

Stable Asset Performance: The transaction metrics are broadly
similar to those at the last review in May. The Moody's CCC was
failing at 8.40% in the last review and is now passing at 6.10%.
The Fitch WARF, WAS and WAL tests failed. All portfolio profile
tests and coverage tests were passing.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors in the 'B'/'B-' category for the transaction. The
weighted average rating factor (WARF) as calculated by Fitch was
34.89 (assuming unrated assets are CCC) above the maximum covenant
of 34. The Fitch-calculated WARF under the updated Fitch CLOs and
Corporate CDOs Rating Criteria was 25.83 as of Sept. 25, 2021.

High Recovery Expectations: Senior secured obligations comprise
99.04% of the portfolio. Fitch views the recovery prospects for
these assets as more favorable than for second-lien, unsecured and
mezzanine assets.

Portfolio Well Diversified: The portfolio is well-diversified
across obligors, countries and industries. The top 10 obligor
concentration is 17.33%, and no obligor represents more than 1.99%
of the portfolio balance.

RATING SENSITIVITIES

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

-- An increase of the RDR (recovery default rate) at all rating
    levels by 25% of the mean RDR, and a decrease of the recovery
    rate (RRR) by 25% at all rating levels to the Outlook Negative
    scenario, would result in downgrades of up to one rating
    category depending on the notes.

-- Downgrades may occur if the build-up of the notes' CE
    following amortization does not compensate for a higher loss
    expectation than initially assumed, due to unexpected high
    level of default and portfolio deterioration.

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

-- A reduction of the RDR at all rating levels by 25% of the mean
    RDR, and an increase in the RRR by 25% at all rating levels to
    the Outlook Negative scenario, would result in an upgrade of
    up to three notches depending on the notes.

-- Except for the tranches already at the highest 'AAAsf' rating,
    upgrades may occur in case of better than expected portfolio
    credit quality and deal performance, and continued
    amortization that leads to higher credit enhancement and
    excess spread available to cover for losses on the remaining
    portfolio.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Oak Hill European Credit Partners III DAC

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

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

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action. Overall, and together with
any assumptions referred to above, Fitch's assessment of the
information relied upon for the agency's rating analysis according
to its applicable rating methodologies indicates that it is
adequately reliable.


ST. PAUL IV: Fitch Affirms Final B- Rating on Class E-RRR Notes
---------------------------------------------------------------
Fitch Ratings has assigned St. Paul's IV CLO DAC refinancing notes
final ratings. It has also removed the existing class A-2A, B, C, D
and E notes from Under Criteria Observation (UCO), and upgraded the
class C notes.

       DEBT                     RATING               PRIOR
       ----                     ------               -----
St. Paul's CLO IV DAC

A-1-RRR XS1852563672      LT PIFsf   Paid In Full    AAAsf
A-1-RRRR XS2400756362     LT AAAsf   New Rating
A-2A-RRR XS1852564217     LT AAsf    Affirmed        AAsf
A-2B-RRR XS1852564720     LT PIFsf   Paid In Full    AAsf
A2-B-RRRR XS2400757253    LT AAsf    New Rating
B-RRR XS1852565537        LT Asf     Affirmed        Asf
C-RRR XS1852566188        LT BBB+sf  Upgrade         BBBsf
D-RRR XS1852567079        LT BBsf    Affirmed        BBsf
E-RRR XS1852566857        LT B-sf    Affirmed        B-sf

TRANSACTION SUMMARY

St. Paul's IV CLO DAC is a cash flow collateralised loan obligation
(CLO). The transaction has just exited its reinvestment period and
is actively managed by Intermediate Capital Managers Limited. At
closing of the refinance, the class A-1 and A-2B notes were issued
and the proceeds used to refinance the existing notes. The class
A-2A, B, C, D, E and the subordinated notes have not been
refinanced.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch-weighted average rating factor (WARF) of the current
portfolio is 26.1.

High Recovery Expectations (Positive): Senior secured obligations
comprise 98% of the portfolio. Fitch views the recovery prospects
for these assets as more favourable than for second-lien, unsecured
and mezzanine assets. The Fitch-weighted average recovery rate
(WARR) of the portfolio is 62.4%

Diversified Portfolio (Positive): The top-10 obligor and fixed-rate
asset limits for this analysis are 26.5% and 10%, respectively. The
transaction also includes various concentration limits, including a
maximum exposure to the three-largest Fitch-defined industries in
the portfolio at 40%. These covenants ensure that the asset
portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction exited the
reinvestment period on the refinancing closing date. The weighted
average life covenant has been extended by 12 months to 5.5 years
and the matrix was updated concurrently at closing. Fitch's
analysis is based on a stressed-case portfolio with the aim of
testing the robustness of the transaction's structure against its
covenants and portfolio guidelines.

Upgrade and Affirmations: The class A-2A, B, and D notes are at the
model-implied ratings (MIRs) based on the updated matrix. The class
E notes' 'B-sf' rating reflects a 'limited margin of safety', in
line with Fitch's definition of the rating, and under the actual
portfolio analysis also passes the rating default rate (RDR) at
'Bsf', ensuring a minimum cushion at the 'B-sf' rating. The class C
notes have been upgraded by one notch, in line with the new MIR.
The class A-2A, B, C, D and E notes have been removed from UCO.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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


TORO EUROPEAN 4: Fitch Raises Class F-R Notes Rating to 'B+'
------------------------------------------------------------
Fitch Ratings has upgraded Toro European CLO 4 DAC's class B-1-R,
B-2-R, B-3-R, C-R, D-R, E-R and F-R notes, removed them from Under
Criteria Observation (UCO), and revised their Rating Outlook to
Positive from Stable. The class A-R notes were affirmed.

     DEBT                RATING            PRIOR
     ----                ------            -----
Toro European CLO 4 DAC

A-R XS1639912762    LT AAAsf   Affirmed    AAAsf
B-1-R 89109MAH7     LT AA+sf   Upgrade     AAsf
B-2-R 89109MAM6     LT AA+sf   Upgrade     AAsf
B-3-R 89109MAP9     LT AA+sf   Upgrade     AAsf
C-R 89109MAS3       LT A+sf    Upgrade     Asf
D-R 89109MAV6       LT BBB+sf  Upgrade     BBBsf
E-R XS1639910808    LT BB+sf   Upgrade     BB-sf
F-R 89109MAZ7       LT B+sf    Upgrade     B-sf

TRANSACTION SUMMARY

The transaction is a cash-flow collateralized loan obligation
backed by a portfolio of mainly European leveraged loans and bonds.
The transaction is out of its reinvestment period but has not
started to amortize as of the September 2021 investor report.

KEY RATING DRIVERS

CLO Criteria Update: The upgrades mainly reflect the impact of the
recently updated Fitch CLOs and Corporate CDOs Rating Criteria
(including, among others, a change in the underlying default
assumptions). The analysis was based on a scenario that assumes a
one-notch downgrade on the Fitch Issuer Default Rating Equivalency
Rating for assets with a Negative Outlook on the driving rating of
the obligor.

Limited Amortization: The transaction has not started to amortize
as of the September 2021 investor report. The transaction's
reinvestment period ended in July of 2021. Multiple quality and
portfolio profile tests are currently failing including the WAL
test; this prohibits the manager from reinvesting unscheduled
collateral amortization, credit impaired sales and credit-improved
sales. The Positive Outlooks reflect expectation for the
transaction to start deleveraging within the next year.

Portfolio Concentration: The portfolio remains diversified but is
expected to become more concentrated as the transaction starts
amortizing. The largest issuer and largest 10 issuers represent
2.09 % and 15.58% of the portfolio, respectively.

Broadly Stable Asset Performance: The portfolio has a net par loss
of 1.3%. Exposure to assets with a Fitch-derived rating of 'CCC+'
and below is reported by the trustee at 7.56% compared with the
7.50% limit.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors to be in the 'B'/'B-' category. The trustee calculated
Fitch weighted-average rating factor (WARF) was 35.24 as of the
September 2021 investor report, breaching the maximum covenant of
34.00. The Fitch calculated WARF is 25.82 after applying the
recently updated Fitch CLOs and Corporate CDOs Rating Criteria.

High Recovery Expectations: 98.4% of the portfolio comprises senior
secured obligations. Fitch views the recovery prospects for these
assets as more favorable than for second-lien, unsecured and
mezzanine assets. The Fitch WARR of the current portfolio is
reported by the trustee at 63.80% as of the latest available
investor report, compared with a minimum of 62.40%.

RATING SENSITIVITIES

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

-- An increase of the default rate (RDR) at all rating levels by
    25% of the mean RDR and a decrease of the recovery rate (RRR)
    by 25% at all rating levels will result in downgrades of up to
    four notches, depending on the notes;

-- Downgrades may occur if the build-up of the notes' CE
    following amortization does not compensate for a higher loss
    expectation than initially assumed due to unexpected high
    level of default and portfolio deterioration.

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

-- A reduction of the RDR at all rating levels by 25% of the mean
    RDR and an increase in the RRR by 25% at all rating levels
    would result in an upgrade of up to three notches, depending
    on the notes;

-- Except for the tranches already at the highest 'AAAsf' rating,
    upgrades may occur in case of better than expected portfolio
    credit quality and deal performance, and continued
    amortization that leads to higher CE and excess spread
    available to cover for losses on the remaining portfolio.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Toro European CLO 4 DAC

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

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

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




=================
L I T H U A N I A
=================

AKROPOLIS: S&P Alters Outlook to Stable & Affirms 'BB+' ICR
-----------------------------------------------------------
S&P Global Ratings revised its outlook on Akropolis to stable from
negative, and affirmed its 'BB+' ratings, in line with Maxima Grupe
UAB (Maxima).

S&P said, "We revised, to stable from negative, our outlook on
Maxima, the main core subsidiary of Akropolis' parent, Vilniaus
Prekyba UAB (VP group), following its recent stronger-than-expected
operating performance.

"We still view Akropolis as a core subsidiary of VP group, and
integral to the group's strategy, with the parent likely to provide
support in case of stress, and so we align the rating on Akropolis
with that on Maxima, which is the main driver of VP's
creditworthiness.

"The stable outlook on Akropolis reflects that on Maxima, and our
expectations that this entity, as well as VP group, will maintain
S&P Global Ratings-adjusted debt to EBITDA and funds from
operations (FFO) to debt below 3.0x and above 30% over the coming
12 months.

"Our outlook revision to stable follows our outlook revision to our
rating on Maxima, the main core subsidiary of VP.Our final rating
on Akropolis is aligned with that on Maxima and our assessment of
VP's overall group credit profile. This is because Maxima is the
main driver of VP's credit quality, being the main core subsidiary
of the group and representing 74% of the group's EBITDA. In
addition, we view Akropolis as a core subsidiary of the VP group.
We believe it is highly unlikely that VP, which has owned 100% of
Akropolis since 2016, will sell the company. This is because we
understand VP views Akropolis as part of its group identity, as the
real estate arm. About 50% of VP's real estate assets are
Akropolis' shopping centers, and VP's subsidiaries represent about
25% of Akropolis' total gross leasable area and approximately 17%
of its total income, as anchor tenants. We expect VP to support
Akropolis under foreseeable circumstances, as demonstrated by the
group's flexible dividend policy. Under this policy, the group
envisages no dividend from Akropolis during the realization of its
large Vingis development project (which involves EUR287 million of
estimated capital expenditure [capex]). We also understand that
Akropolis' decision-making process heavily involves VP, with all
decisions above EUR1 million approved by VP management. Since
Maxima is the main factor in VP's credit quality, we align our
final rating on Akropolis with that on Maxima, at 'BB+', with a
stable outlook.

"We expect Akropolis to maintain credit metrics and a liquidity
cushion consistent with our current assessment of its stand-alone
credit profile (SACP) over the next 12 months. Akropolis' leverage
will likely be temporarily distorted by its planned acquisition and
development capex program over the next two years. We also believe
collection rates and therefore revenue generation might be affected
in 2021 by the reimposed four-week lockdown in Latvia (25% of
Akropolis' portfolio) starting October 21. We now expect the
company's like-for-like revenue decline could be 5%-10% for 2021,
versus 5% in our previous forecasts, even if we acknowledge
Akropolis' high collection rates so far (98% in the first half of
2021, though excluding rent discounts granted to tenants) Still, we
expect the company's S&P Global Ratings-adjusted debt to EBITDA to
improve and stabilize to well below 7.5x from 2022, while its
debt-to-debt-plus-equity should stay well below 45%. This would be
line with the company's financial policy to maintain maximum 40%
net loan to value (translating into about 42.5% S&P Global
Ratings-adjusted debt to debt plus equity). The company has
announced the acquisition of 100% of Latvia-based Delta Property,
which owns Alfa (land and building), a large shopping center in
Riga with an area of 154,000 sqm and about 7 million visitors per
year, making it one of the largest assets in the city. In addition,
Akropolis will deploy its large Vingis development project over
2021-2024 in the city of Vilnius. We assume the company will invest
EUR200 million-EUR250 million in these two projects in 2022. We
understand that out of these investments less than EUR200 million
is committed and therefore included in our liquidity assessment as
of Sept. 30, 2021. We expect Akropolis to maintain adequate
liquidity over the next 12 months, and therefore to raise any
additional funding if further investments are committed.

"The stable outlook on Akropolis reflects our expectations that
Maxima will maintain its leading market position in the Baltics
despite intensifying competition. The outlook also factors in the
sound execution of its planned store expansions in Poland and
Bulgaria, along with normalizing demand for food following the end
of lockdowns.

"This should result in 4%-8% sales growth and S&P Global
Ratings-adjusted EBITDA margins falling toward, but not below, 2019
levels. The outlook also reflects Maxima's prudent dividend
distributions, funded through free operating cash flows (FOCF) and
our expectation of 30%-35% S&P Global Ratings-adjusted FFO to debt
and about 2.6x-3.0x adjusted debt to EBITDA in 2021 and 2022. We
also expect stronger credit metrics and deleveraging at the VP
group level, with debt to EBITDA of 2.4x-2.6x-x in 2021 and
2.0x-2.5x in 2022, supported by a more conservative financial
policy."

S&P could lower the ratings on Akropolis if:

-- Maxima significantly underperforms S&P's base case, including
suffering a material decline in operating performance, with
diminishing profitability because of intensifying market
competition, or if a weaker macroeconomic environment in the
Baltics or Poland weighs on margins and cash flows;

-- Maxima or VP's current financial policies became less prudent,
either due to increased dividends or large-scale, debt-funded
acquisitions that kept leverage at about 3.0x or above and FFO to
debt below 30% at either Maxima or the wider group; or

-- Maxima or VP's liquidity deteriorates or the senior notes
refinancing is not addressed in a timely manner.

S&P said, "Although it would not result in a downgrade, due to
expected group support, we could revise down our assessment of
Akropolis' SACP if its liquidity cushion tightens, or leverage
increases materially, such that S&P Global Ratings-adjusted debt to
EBITDA increases well above 7.5x, or debt to debt plus equity does
not remain comfortably below 45%.

"Albeit unlikely over the next 12 months given our understanding of
management's financial policy, we could raise our ratings on
Akropolis following a stronger-than-expected operating performance
at Maxima and the overall VP group." This would include:

-- Adjusted debt to EBITDA falling below 2.0x for Maxima and VP;

-- Maxima's FOCF substantially exceeding actual dividend payments,
resulting in debt reduction; and

-- Solid liquidity levels being maintained.

S&P would also need to see a financial policy commitment from
Maxima and its parent to sustain these credit metrics.




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

4FINANCE HOLDING: S&P Alters Outlook to Stable & Affirms 'B' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Luxembourg-based 4finance
Holding S.A. to stable from negative and affirmed its 'B' issuer
credit rating.

At the same time, S&P assigned a 'B' issue rating to the new EUR175
million bond issued by 4finance S.A. and guaranteed by 4finance
Holding S.A. The recovery rating on the two outstanding bonds was
revised to '3' (50%) from '4'(45%).

The successful bond issuance removes near-term refinancing risk but
highlights 4finance's concentrated funding profile.4finance issued
a new EUR175 million bond maturing in October 2026 with a coupon of
10.75% and called its outstanding $200 million 10.75% bond that was
due in May 2022. This, alongside the August 2021 extension of the
maturity of the EUR150 million bonds to February 2025, removes
near-term refinancing needs and should provide sufficient funding
for lending growth in the coming years. In our view, the bond's
extension and the participation of many investors of the
U.S.-dollar bond in the new euro-denominated bond underlines
4finance's relatively committed albeit concentrated investor base,
which may have also resulted in slightly higher funding costs.
Also, absent sound bank lending relationships, refinancing of the
first debt maturing in 2025 will continue to depend on access to
the high-yield bond market.

S&P said, "4finance's stand-alone performance in online business is
continuing its gradual recovery. After the sharp slump in EBITDA
over 2020 from low loan issuance volume and the company's exit from
Argentina, Armenia, Finland, and Slovakia we observe a gradual
recovery in new loan issuance to prepandemic levels. With
nonperforming loan sales again available at good prices and
somewhat stricter risk policy in some markets, we observe a
material improvement in net impairment charges. That said, we are
not ruling out an increase in impairment charges as lending volumes
rise. As a result, we expect 4finance's stand-alone gross debt to
EBITDA to improve to below 5x by 2022."

Relevant regulatory frameworks appear to be relatively stable but
could trigger further pressure on new business in the coming years.
The regulatory framework for subprime consumer lending in most
relevant markets appears stable, but could again tighten in the
coming years, not least from potential revisions to the European
Union Consumer Credit Directive. Largely unregulated markets, like
Spain, could then be obliged to introduce price caps, which could
harm profitability but also clear competition and remove legal
frictions. In any case, revisions to the directive and its
implementation in national law will likely take several years.

S&P said, "TBI Bank will support 4finance's future cash flows. We
continue to treat Bulgaria-based TBI Bank as an equity affiliate of
4finance Holding and deconsolidate its financials. We capture
expected dividend payments and funding benefits for bondholders in
our analysis of 4finance Holding but see limited benefit beyond
this. TBI Bank's regulated status prevents 4finance from extracting
additional capital and liquidity, such that we assess TBI Bank as
insulated from 4finance. We exclude TBI Bank from our recovery
analysis because the potential realization value is highly
uncertain. Although TBI Bank is not part of the bond guarantor
group, 4finance's bondholders would likely have access to TBI Bank
shares in the event of default. That said, 4finance could sell TBI
Bank before a default. Also, in a hypothetical default of 4finance,
the value of TBI Bank could be impaired; as a result, we do not
reflect it quantitatively in our recovery analysis.

"Following the refinancing, we regard 4finance's liquidity as
adequate rather than less than adequate, with no impact on the
rating. We expect 4finance's sources of liquidity will exceed uses
by more than 1.2x through the first half of 2022. We note that the
2025 bond contains an investor put option to request up to 10% of
the nominal amount (EUR15 million) at par to be repaid on the
original maturity date of the U.S. dollar-denominated bonds in
February 2022. The bond is currently trading above par and 4finance
has raised sufficient funds to cover that potential outflow. As
such, the successful refinancing removed any near-term liquidity
concerns."

Debt maturities as of Oct. 27, 2021:

-- EUR150 million due in February 2025.
-- EUR175 million due in October 2026.

4finance has two incurrence-based covenants in its bond terms,
stipulating:

-- Adjusted interest coverage ratio of 2x (actual 2.2x in
second-quarter 2021).

-- Equity to net loans of 20% (29% as of second-quarter 2021).

S&P said, "The stable outlook reflects the balance between our
expectation of a further gradual recovery of 4finance's EBITDA and
related financial metrics, and the continuing risk of tightened
regulation in some markets over the coming years.

"We could consider a negative rating action if the economic
environment again leads to a material reduction of new business and
a material rise in the cost of risk, or if upcoming regulation
significantly reduced 4finance's business prospects."

Upside scenario

S&P considers a positive rating action remote over the next 12-18
months. A higher rating would require a material improvement in
financial performance and decrease in leverage, accompanied by a
more stable and diversified funding structure.

Company Description

4finance is one of the largest online providers of small consumer
loans in Europe and operates in seven core markets across
Scandinavia and Central and Eastern Europe. It offers short-term
single-payment loans, instalment loans, and lines of credit to
subprime and near-prime borrowers through an automated data-led
approval process. 4finance also owns Bulgaria-based TBI Bank, which
provides product diversification into longer-term installment loans
and loans to small and midsize enterprises in Bulgaria and Romania.
As of June 30, 2021, 4finance's gross receivables totaled EUR665.6
million, of which TBI Bank accounted for 67%. 4finance Group S.A.,
the parent company, is fully owned by Cyprus-based Tirona Ltd.,
which in turn is majority owned by two long-standing private
shareholders.

The senior unsecured bonds issued by 4finance S.A. are rated 'B'
with a '3' recovery rating. S&P sees recovery prospects of about
50%.

S&P said, "While we acknowledge the current value of TBI Bank to
bondholders, we do not reflect it quantitatively in our recovery
analysis. We treat TBI Bank as a restricted subsidiary and not a
member of the 4finance bondholder guarantor group. In theory,
4finance could monetize TBI Bank without repaying the existing
debt.

"In our hypothetical default scenario, we assume that a default on
4finance's debt obligations would most likely occur as a result of
financial pressures caused by adverse regulatory changes,
operational issues, and a pronounced increase in customer defaults
on loan repayments.
"We value the 4finance group as a going concern, given the group's
relatively strong business model as the largest online provider of
small unsecured loans in Europe.

Simulated default assumptions

-- Simulated year of default: 2024

-- EBITDA at emergence: EUR50 million

-- Implied enterprise value multiple: 4x

-- Jurisdiction: Luxembourg

-- Gross enterprise value: EUR199 million

-- Administrative costs (5%): EUR10 million

-- Net enterprise value available to creditors: EUR189 million

-- Senior unsecured debt claims: EUR368 million

    --Recovery expectations: 50%-70% (rounded estimate: 50%)

Note: All debt amounts include six months of prepetition interest.




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

AEROFLOT: Fitch Raises LongTerm IDR to 'BB', Outlook Stable
-----------------------------------------------------------
Fitch Ratings has upgraded Public Joint Stock Company Aeroflot -
Russian Airlines' (AFLT) Long-Term Issuer Default Rating (IDR) to
'BB' from 'BB-'. The Outlook is Stable.

The upgrade reflects Fitch's reassessment of the strength of the
links between the company and its majority shareholder, Russia
(BBB/Stable) under Fitch's "Government-Related Entities (GRE)
Rating Criteria". Fitch now views financial implications of a
default by AFLT as 'Moderate' versus 'Weak' previously and continue
to view government ownership and control, and support track record
as 'Strong' and socio-political implications of a default as
'Moderate'. This results in a support score of 20 under Fitch's GRE
Criteria, which combined with AFLT's 'b' Standalone Credit Profile
(SCP), leads to a top-down-minus-three rating approach compared
with the previous bottom-up-plus-two rating approach

The Stable Outlook on the SCP reflects AFLT's strong domestic
operations and gradual international flights recovery, with
favorable yields. Fitch expects profit margins and credit metrics
to remain weak over 2021-2022, before strengthening from 2023.
Fitch estimates that liquidity will remain sufficient to sustain
operations in 2021-2022, assuming available credit facilities from
large state-owned banks and measures to preserve cash, such as
slower expansion of the fleet and no dividends.

KEY RATING DRIVERS

Domestic Segment Aids Recovery: AFLT as one of the key domestic
carriers is better positioned than international peers to benefit
from the early stages of air travel recovery. Limited international
traffic, the absence of overseas travel opportunities, vaccination
progress and loosening pandemic restrictions for domestic travel
has driven a robust rebound in domestic leisure travel in the past
15 months. Domestic revenue passenger kilometers (RPK) and load
factor outperformed pre-Covid-19 levels. While business and
international travel remain weak, Fitch still expects international
travel to gradually recover to 2019 levels by 2023. The capacity
removed during the course of the pandemic led to heightened 2021
yields, which Fitch expects to normalise from 2022.

Expected Full Recovery from 2023: Fitch expects total RPK in 2021
and 2022 to be, respectively, 39% and 22% lower than 2019 levels
before rebounding fully by 2023. Fitch's assumptions for 2023 are
essentially unchanged, as vaccine distribution throughout 2021-2022
should allow international traffic to normalise thereafter. Fitch
still anticipates leisure travel to lead the recovery, and that
competition will put pressure on international yields from 2022.
Fitch expects AFLT's passenger numbers, profitability and credit
metrics to remain weak, breaching Fitch's negative rating
sensitivities in 2021-2022, before returning to within their
thresholds in 2023.

Delayed Deliveries, Higher Capex: Fitch expects free cash flow
(FCF) to remain negative in 2021-2024, due to annual maintenance
capex on average at RUB32 billion and Fitch's assumptions of
resumed dividends from 2024. However, AFLT has managed to delay a
significant share of aircraft deliveries from 2019-2020 to further
periods, adding to financial flexibility. It is scheduled to
increase its fleet to 353 aircraft by end-2021 and further from
2024. It has also agreed with VTB Leasing on delaying a part of
lease payments. Aircraft deliveries are limited in 2022 and 2023,
as AFLT still operates one of the youngest aircraft fleet among
large airlines globally, with an active fleet of 342 aircraft at an
average age of 7.1 years.

State Ownership and Control: State majority ownership (57.3%) of
AFLT underpins Fitch's unchanged 'Strong' view of the airline's
status, ownership and control. AFLT remains on the list of Russia's
strategic enterprises and its operational and financial strategies
are overseen by the government.

Strong State Support: Fitch assesses support track record as
'Strong'. In 2020, state-guaranteed loans reached 52% of AFLT's
total bank debt (forecast 30% in 2024), AFLT received subsidies of
RUB7.9 billion, while the Russian government issued a guarantee for
a five-year RUB70 billion loan and also provided a RUB6.7 billion
2% loan under a state programme to support business activities and
employment. Additionally, the state participated in AFLT's RUB80
billion equity increase via a secondary public offering. This,
combined with the state-backed credit facility, supported liquidity
in absorbing cash burn and covering short-term debt maturities.

Incentives to Support: The socio-political implications of a
default by AFLT are 'Moderate', since the airline is important to
Russia's economy (a solid domestic market share of 42.1% and 36,000
employees) and also for developing connectivity among various
regions in Russia, while its substitution is likely to lead to a
temporary disruption in service. However, exceptional tangible
state support during Covid-19, deferral of lease payments by
state-owned banks, and sizable debt quantum versus GRE peers'
strengthened Fitch's assessment of the financial implications of
default to 'Moderate' from 'Weak'.

High FX Exposure: AFLT remains significantly exposed to
foreign-exchange (FX) fluctuations as the majority of its debt and
aircraft leases are denominated in foreign currencies, mainly the
US dollar. This is partially mitigated by more than half of its
revenue being generated in US dollars or euros, or linked to euros,
although Fitch expects revenue from international flights to be
under pressure from pandemic-related disruption.

DERIVATION SUMMARY

AFLT's SCP has been less affected by the pandemic, due to strong
domestic market performance and government support, compared with
peers whose ratings were more severely affected, such as British
Airways Plc (BB/Negative), American Airlines, Inc (B-/Stable), Air
Canada (B+/Stable), and GOL Linhas Aereas S.A. (B-/Stable). AFLT's
SCP of 'b' reflects a weaker competitive position on international
flights, higher leverage, and FX exposure, which are somehow
mitigated by the airline's favourable hub position and
industry-leading average fleet age of 7.1 years.

AFLT benefited from its scale and diversity of operations (with
around 40% of revenue generated in the domestic market, and above
60% during the pandemic), strong domestic market position and
favourable cost position.

AFLT's 'BB' IDR is derived from Fitch's top-down-minus-three rating
approach, reflecting links with and support from the Russian
state.

KEY ASSUMPTIONS

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

-- Russian GDP to grow 4.3% in 2021 and on average 2.3% in 2022-
    2024;

-- Russian inflation at 4%-6% during 2021-2024;

-- RPK to fall 39% in 2021 and 22% in 2022, relative to 2019
    levels, before recovering to 2019 levels by 2023;

-- Load factor of about 80% in 2021 (81.1% for 9M21) and
    gradually recovering close to 82% by 2023;

-- Oil price of USD63/bbl in 2021, USD55/bbl in 2022 and
    USD53/bbl in 2023-2024;

-- Annual capex on average at RUB32 billions until 2023;

-- Pre-delivery payment refunds totalling RUB29 billion in 2021;

-- Fleet expansion in line with management's case for 2021-2023;

-- No dividend payment for the next three years, dividends to
    resume from 2024 only.

RATING SENSITIVITIES

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

-- Positive sovereign rating action;

-- Strengthening links with the government, for example, in the
    form of explicit guarantees or cross-default provisions;

-- Funds from operations (FFO) adjusted gross leverage falling
    below 5x on a sustained basis could result in positive rating
    action for the SCP.

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

-- Negative sovereign rating action;

-- Weaker linkage with the state, via for example, diminishing or
    irregular state support;

-- Inability to achieve FFO adjusted gross leverage below 5.5x
    and FFO fixed charge cover above 1x on a sustained basis, due
    to, among other factors, prolonged air-travel and social
    distancing restrictions, substantial rouble depreciation, a
    protracted downturn in the Russian economy, weaker-than
    expected yields or overly ambitious fleet expansion, would
    result in negative rating action for the SCP.

The following rating sensitivities are for Russia (9 July 2021):

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

-- Structural features: Imposition of additional sanctions that
    undermine macroeconomic and financial stability, or impede
    debt service payments.

-- Macroeconomic policy and performance: Changes in the policy
    framework that undermine policy credibility or increase the
    impact of oil price volatility on the economy.

-- Public finances: Sustained erosion of the sovereign balance
    sheet, including from the materialisation of contingent
    liabilities from the large public sector.

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

-- Macroeconomic policy and performance: Sustained higher real
    GDP growth, for example stemming from the implementation of a
    reform strategy addressing structural constraints to growth,
    while preserving improved macroeconomic stability.

-- Structural features: Reduction in geopolitical risk, or
    improvement of governance standards (for example rule of law,
    voice and accountability and control of corruption), which
    could cause the removal of the -1 QO notch.

-- Public and external finances: Significant additional
    strengthening of fiscal and external savings buffers compared
    with Fitch's current projections, for example, through
    sustained high oil prices and windfall revenues.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: At end-1H21, AFLT had cash and short-term
deposits of RUB113.2 billion, plus credit facilities of RUB119
billion available for more than one year, in contrast to short-term
debt maturities of RUB133 billion, including RUB116 billion of
leases. The company does not pay commitment fees under its credit
lines but, given its state ownership, Fitch would expect funds from
banks to be available. Fitch expects FCF to be negative in 2021,
due to the impact of pandemic-related disruption, which will add to
funding requirements. AFLT would continue to use leases to fund its
further fleet expansion.

ISSUER PROFILE

AFLT is Russia's largest airline and one of the largest European
and global carriers. In 1H21, it accounted for 40.5% (including
foreign carriers' traffic) of Russia's air-travel market, carrying
18.6 million passengers (27.5 million passengers in 1H19).

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

AFLT's rating is linked to Russia's IDR.

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.


FG BCS: S&P Raises LongTerm Issuer Credit Rating to 'B+'
--------------------------------------------------------
S&P Global Ratings took various actions on Russian brokers:

-- S&P raised its long-term issuer credit ratings (ICRs) on FG BCS
to 'B+' from 'B' and on its operating
subsidiaries--BrokerCreditService (Cyprus) Ltd.,
BrokerCreditService Structured Products PLC, and BCS Prime
Brokerage Ltd.--to 'BB-' from 'B+';
Raised our long-term ICR on Renaissance Financial Holding Ltd. to
'B' from 'B-';

-- Affirmed its 'BB-/B' long- and short-term ICRs on Ronin
Europe;

-- Affirmed its 'B/B' long- and short-term ICRs on IC Freedom
Finance LLC and other subsidiaries of Freedom Holding Corp; and

-- Revised its outlook to negative from stable and affirmed its
'BB-/B' long-and short-term ICRs on Investment Company Veles
Capital.

S&P said, "We believe that Russian banks and securities firms face
lower economic risks reflecting in part the stronger recovery and
more selective pandemic-related restrictions, with limited use of
nationwide lockdowns. Our view is also supported by the structure
of the Russian economy, which has a large public sector and a
relatively modest exposure to sectors with a difficult postpandemic
outlook such as services and tourism. These factors have supported
favorable operating conditions for Russian brokers.

"We believe that the Central Bank of Russia's (CBR's) progressively
stricter regulation of domestic securities firms aims to protect
unqualified retail investors and strengthen liquidity and capital
requirements. Therefore, we believe that risks in Russian
securities industry remain contained. The CBR's actions will
benefit industry stability because they will restrain the risk
appetite and growth ambitions of aggressive players and limit the
entrance of new players. On Oct. 1, 2021, the CBR introduced a
minimum capital adequacy ratio for domestic securities firms of 4%,
gradually increasing it to 6% from April 1, 2022 and 8% from Oct.
1, 2022. The CBR also requires testing of unqualified investors
from Oct. 1 and restricts which capital instruments they are
allowed to buy.

"We expect that growth in the number of mass market retail
investors and assets on brokerage accounts will continue in the
next two years but at reduced rates compared with 2019-2021 due to
an increased key rate and restrictions on holding riskier
instruments. Registered retail brokerage clients reached over 13
million (about 9% of Russia's population) as of Oct. 1, 2021.
However, according to published research, about 80% of brokerage
accounts were empty or had assets of less than $150. Furthermore,
Russian banks are signing up new retail clients faster than
independent brokers, having an advantage or cross-selling brokerage
accounts to their existing customers."

Rating Actions On Individual Brokerages

FG BCS
Primary analyst: Annette Ess

S&P said, "We raised our long-term ICR on FG BCS to 'B+' from 'B'
and that on its rated operating subsidiaries BrokerCreditService
(Cyprus) Ltd., BrokerCreditService Structured Products PLC, and BCS
Prime Brokerage Ltd. to 'BB-' from 'B+'. We also affirmed our 'B'
short-term ICR on these entities.

"We think that FG BCS and its operating subsidiaries benefit from
the improving economic risk in Russia, creating favorable growth
opportunities in its core customer segments of mass market retail
brokerage and midcap Russian corporates. It remains the largest
independent broker by number of retail clients and is progressively
expanding its global markets investment banking business. In
first-half 2021, FG BCS posted historically high net income, driven
by strong growth in structured products, trading gains, fees, and
commissions. We believe that BCS' Russian brokerage subsidiary will
safely pass expected capital requirements from the CBR."

Outlook

S&P said, "The stable outlook on FG BCS and its core subsidiaries
reflects our expectation that the company's business and financial
profiles will be stable over the next 12 months in the supportive
operating environment benefiting from good growth opportunities in
Russian retail brokerage and introduction of minimum capital and
liquidity requirement for Russian securities firms. We expect that
FG BCS will continue to gain retail and institutional clients,
further increase and diversify its revenue, and operate with
sufficient capital and adequate liquidity and prudent risk
appetite."

Downside scenario: A negative rating action could follow if FG BCS'
ambitious growth targets put pressure on its capital or liquidity.

Upside scenario: A positive rating action is unlikely over the next
12 months. Beyond then, one will depend on further strengthening of
aggregated risk management, demonstration of prudent risk appetite,
maintenance of S&P's risk-adjusted capital ratio sustainably above
11% and stable funding and liquidity metrics.

Renaissance Financial Holding Ltd. (RFHL)
Primary analyst: Annette Ess

S&P said, "We raised our long-term ICR on RFHL to 'B' from 'B-' and
revised our group stand-alone credit profile (SACP) on it to 'b+'
from 'b-', reflecting RFHL's strengthened capitalization and
diversified revenue by geographies and customer types. We expect
that RFHL will benefit from the improved operating environment in
Russia, which will lead to improved earnings and lower risks. We
revised our capital and earnings assessment on RFHL to strong from
adequate, reflecting moderate balance-sheet growth, strengthened
earnings, and reducing exposure to its shareholder Onexim. We also
revised our anchor to 'bb-' from 'b+', reflecting diversified
revenue base and reduced economic risk of Russia. We believe that
RFHL's Russian subsidiaries will safely pass expected capital
requirements from CBR."

Outlook

The stable outlook on RFHL reflects S&P Global Ratings' expectation
that, over the next 12 months, the company will maintain a moderate
risk appetite and capitalization and continue to further decrease
its exposure to the shareholder.

Downside scenario: S&P could lower its ratings on RFHL in the next
12 months if risk appetite or significant pressure on the capital
buffer increased materially--for example, due to increase in market
risk or faster-than-expected balance-sheet growth.

Upside scenario: S&P is unlikely to upgrade the holding company
over the next 12 months, because it usually rates nonoperating
holding companies (NOHCs) two notches below the group SACP.
Therefore, an upgrade to the NOHC would require S&P to revise the
group SACP upward by more than one notch.

Ronin Europe Ltd.
Primary analyst: Annette Ess

S&P said, "We have revised Ronin's Group SACP to 'bb' from 'bb-'
reflecting reduced economic risk in Russian securities sector. We
affirmed our 'BB-/B' ICRs on Ronin, reflecting our view that the
company's preliminary 'bb' group SACP is high in the Russian
context, and usually associated with larger institutions with much
better business diversity and scale of operations, more advanced
strategy, and better corporate governance."

Outlook

The stable outlook reflects S&P's view that both Ronin Europe and
its parent, Ronin Partners B.V., will maintain conservative
financial policies, very strong capitalization, and ample liquidity
in the next 12 months.

Downside scenario: S&P could revise its assessment of the group
SACP downward and lower the ratings on Ronin Europe if the group
abandoned its conservative investment philosophy, substantially
increased its risk appetite, and adopted more aggressive growth
strategies that led to a material weakening of its capitalization
and risk profile.

Upside scenario: S&P considers an upgrade unlikely. Diversification
from the boutique business model and further diversification away
from Russian risk could be a prerequisite for such an action,
however.

Investment Company Veles Capital
Primary analyst: Annette Ess

S&P said, S&P said, "We revised our outlook to negative from stable
and affirmed our 'BB-/B' ICRs on Veles. The outlook revision
reflects our view that Veles' regulatory capital adequacy ratio,
which the Russian regulator introduced as of Oct. 1, 2021, could be
around 5% compared with the 4% regulatory minimum. We view this as
a barely sufficient cushion in view of volatile capital markets and
the company's growth plans. We believe that to improve its
regulatory capital and comply with gradual increase in minimum
capital adequacy ratio to 6% as of April 1, 2022, and 8% as of Oct.
1, 2022, Veles might be forced to scale back some operations.
Unlike other Russian brokers with numerous balance sheets across
various jurisdictions, the company has materially fewer options to
reallocate operations between entities to free up capital having
effectively a single balance sheet. We have revised Veles' group
SACP to 'bb' from 'bb-', reflecting reduced economic risk in the
Russian securities sector. We affirmed our 'BB-/B' ICRs on the
company to reflect our holistic view of Veles' weaker credit
characteristics versus peers from the 'BB' rating category and
risks regarding its capitalization."

Outlook

The negative outlook reflects S&P's expectations that, over the
next 12 months, the company could be operating with a narrow
cushion above the regulatory capital adequacy ratio.

Downside scenario: S&P could downgrade Veles over the next 12
months if its regulatory capital adequacy ratio is less than 100
basis points above the regulatory minimum. A negative rating action
could also follow if we conclude that to comply with the regulatory
capital adequacy ratio, the company reorganizes its operations in
such a way that will lead to material loss of customers and
revenue.

Upside scenario: S&P could revise the outlook to stable it Veles
complies with the minimum capital adequacy ratio with a sustainable
cushion of more than 100 basis points above the regulatory minimum
without experiencing a material loss of customers and revenue.

IC Freedom Finance LLC And Other Subsidiaries Of Freedom Holding
Corp.
Primary analyst: Roman Rybalkin

S&P said, "We affirmed our 'B/B' ICRs on brokerage subsidiaries of
Freedom Holding Corp. (IC Freedom Finance LLC, Freedom Finance JSC,
Freedom Finance Europe Ltd., and Freedom Finance Global PLC) with a
stable outlook. While lower economic risks in Russia are positive
for the group, we consider the ratings well-placed at the 'B' level
relative to regional and global peers and believe that further
rating developments would depend on the group's success in bringing
clients to onshore jurisdictions or lack thereof.

"We believe that IC Freedom Finance LLC passes expected capital
requirements from the CBR, and the group has the flexibility to
transfer some capital-intensive operations to other subsidiaries if
needed."

Outlook

The stable outlooks on the subsidiaries of Freedom Holding reflect
S&P's expectation that over the next 12-18 months, the group will
retain its strong earnings capacity and at least moderate
capitalization while continuing to onboard clients in onshore
jurisdictions.

Upside scenario: A positive rating action would arise only from
S&P's taking a more positive view of the group's creditworthiness,
which is unlikely in the near term. Beyond then, the transfer of
clients under the umbrella of Freedom Holding and at least adequate
capitalization would be prerequisites for an upgrade. The group's
performance and financial standing would also need to be assessed
relative to peers'.

Downside scenario: S&P could lower the ratings if we believe the
group might fail to maintain at least moderate capitalization. This
could be due to further acquisitions, buildup of a proprietary
position in bonds or equities, or faster-than-expected expansion of
clients' operations on the group's balance sheet. A negative rating
action could also follow if the process of transferring customers
to domestic jurisdictions stops or is reversed, or S&P sees rising
compliance risks from related-party transactions. As well, it could
lower the ratings on either subsidiary if they become materially
less important to the group strategy, or if it was less confident
that they would receive group support.

  Ratings List

  FG BCS LTD.

  UPGRADED; OUTLOOK ACTION; RATINGS AFFIRMED  
                                       TO             FROM
  BCS PRIME BROKERAGE LTD.
  BROKERCREDITSERVICE STRUCTURED PRODUCTS PLC
  BROKERCREDITSERVICE (CYPRUS) LTD.

  Issuer Credit Rating             BB-/Stable/B    B+/Positive/B

  FG BCS LTD.

  Issuer Credit Rating             B+/Stable/B     B/Positive/B


  FREEDOM HOLDING CORP.

  RATINGS AFFIRMED  

  FREEDOM FINANCE EUROPE LTD.
  INVESTMENT CO. FREEDOM FINANCE LLC
  FREEDOM FINANCE GLOBAL PLC

  Issuer Credit Rating          B/Stable/B

  FREEDOM FINANCE JSC

  Issuer Credit Rating         B/Stable/B

  Kazakhstan National Scale    kzBB+/--/--


  INVESTMENT CO. VELES CAPITAL LLC
  
  RATINGS AFFIRMED; OUTLOOK ACTION  
                               TO           FROM
  INVESTMENT CO. VELES CAPITAL LLC

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


  RENAISSANCE FINANCIAL HOLDINGS LTD.

  UPGRADED; RATINGS AFFIRMED  
                                TO          FROM

  RENAISSANCE FINANCIAL HOLDINGS LTD.

  Issuer Credit Rating       B/Stable/B   B-/Stable/B


  RONIN EUROPE LTD.

  RATINGS AFFIRMED  

  RONIN EUROPE LTD.

  Issuer Credit Rating     BB-/Stable/B




===========
S W E D E N
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LM ERICSSON: Moody's Alters Outlook on Ba1 CFR to Positive
----------------------------------------------------------
Moody's Investors Service has changed to positive from stable the
outlook on the ratings of Telefonaktiebolaget LM Ericsson
(Ericsson), a leading global provider of telecommunications
equipment and related services to mobile and fixed network
operators. Concurrently, Moody's has affirmed the company's Ba1
corporate family rating, its Ba1-PD probability of default rating,
and the Ba1 senior unsecured long-term debt ratings.

"The outlook change to positive from stable reflects the successful
execution of the company's strategy which continues to lead to a
significant improvement in the company's operating performance and
margins," says Ernesto Bisagno, a Moody's Vice President -- Senior
Credit Officer and lead analyst for Ericsson.

"It also reflects our expectation that Ericsson's credit metrics
will continue improving over the next 2 years driven by the steady
growth of the radio access network ("RAN") market and the reduction
of operating losses in the Digital Service ("DS") segment," adds Mr
Bisagno.

RATINGS RATIONALE

The Ba1 rating reflects (1) Ericsson's significant scale and
relevance as the number two wireless telecommunications equipment
manufacturer globally; (2) the continued growth of the RAN market
owing to accelerated investments in 5G from telecom operators; (3)
its good operating momentum, with numerous contract awards over
2020-21; (4) its strong geographical diversification, with sales
well spread across all major regions; (5) the ongoing improvement
in Moody's-adjusted operating margins, which have reached 13.8% for
the 12-months ended September 2021 from 9.7% in 2019; (6) the
improved free cash flow generation and low Moody's adjusted
leverage; and (7) Ericsson's strong liquidity and track record of
support from its main shareholders.

The rating is constrained by the cyclicality of the telecom
equipment industry; its exposure to intense competition and
technology risk; the weak performance of the DS segment and the
market share losses in China, and its high investment needs and R&D
costs.

Ericsson reported 2020 organic revenue growth of 5% year on year,
driven by strong growth and market share gains in North America and
North East Asia. Reported EBIT increased to SEK27.8 billion
(SEK10.6 billion in 2019), while adjusted EBIT margin was 12.5%
(9.7% in 2019), ahead of the company's 10% target for 2020, on the
back of stronger gross margin in the Network business and reduced
operating loss in DS.

Revenue for the first 9-months 2021 grew by another 6% organically
(-1% including currency movements mainly reflecting weaker US
dollar), while Ericsson's adjusted EBIT margin increased to 13.4%
(12 months that ended September 2021). While performance remained
strong, the company has lost significant market share in China in
2021. Revenue in the region declined by around 60% for Networks and
DS during the first 9-months ended September 2021. The market share
losses in China had a negative impact on DS's profitability and
could limit growth opportunities. In addition, there is a risk of
higher restructuring costs to address the loss of revenue in
China.

The company's Moody's-adjusted gross debt/EBITDA improved to 2.0x
in 2020 and 1.9x as of September 2021 (2.7x in 2019), reflecting a
combination of stronger EBITDA and a reduction in gross debt.
Moody's adjusted net debt at September 2021 included cash and short
investments of SEK61.5 billion, implying a Moody's adjusted net
debt / EBITDA of 0.4x.

For the full year 2021, Moody's expects Ericsson's revenue to
remain flattish to declining by around 1% compared to 2020, due to
a combination of market share losses in China, lower intellectual
property rights (IPR) sales and adverse currency movements,
partially offset by strong growth in North America, Europe, Latin
America and North East Asia.

The rating agency expects Ericsson's Moody's-adjusted operating
margins in 2021 to be materially stronger than in 2020, with the
caveat that they might be affected by restructuring costs,
potential supply disruptions and input price increases.

In 2022, Moody's expects stronger revenue growth as the 2021
headwinds from China will fade away. The rating agency also expects
Ericsson to reach the high end of its 12%-14% EBIT margin guidance,
driven by a reduction of the operating loss in the DS segment.

Assuming increased dividends over 2021-22, reflecting improved
earnings and some volatility in working capital cash management,
Ericsson would generate an average Moody's-adjusted FCF of SEK17
billion each year. As a result, Moody's anticipates additional
improvements in Ericsson's credit metrics, with Moody's-adjusted
gross debt/EBITDA declining below 1.7x in 2022; and
Moody's-adjusted net debt/ EBITDA reducing towards 0.1x, leaving
Ericsson strongly positioned in the rating category.

LIQUIDITY

Ericsson's liquidity is strong, reflecting its cash and cash
equivalents balance of SEK46 billion as of September 2021, in
addition to SEK15 billion of short-term fixed-income investments;
$2.0 billion revolving credit facility (fully undrawn as of
September 2021), maturing in September 2026 plus two year extension
options (renewed in September 2021 and which includes interest
margin linked to sustainability targets), with no financial
covenants or significant adverse change conditions for drawdowns;
positive FCF generation after dividends; and limited short-term
debt maturities.

Ericsson made significant debt repayments in the last quarters
including a $684 million bilateral loan repaid in Q4 2020 and a
EUR500 million bond in Q1 2021. Short-term maturities mainly
include the $1 billion bond due in May 2022.

STRUCTURAL CONSIDERATIONS

Ericsson's probability of default rating of Ba1-PD incorporates the
use of a 50% family recovery rate assumption, reflecting a capital
structure comprising both bank debt and bonds. All of Ericsson's
debt instruments, including its $2.0 billion revolving credit
facility, are senior unsecured, have investment-grade style
documentation and have no financial covenants. All of Ericsson's
rated bonds have a Ba1 rating, at the same level as Ericsson's Ba1
corporate family rating.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Moody's expectations that Ericsson's
operating performance will continue to improve driven by a
combination of positive organic growth in revenue, additional
improvements in the DS segment, and increased contribution from 5G
contracts.

The positive outlook also reflects the potential for Ericsson's
rating to migrate to investment grade owing to the combination of
the company's improved resilience to industry cycles, the longer
nature of the 5G cycle relative to previous technologies and its
current technological leadership position and market share
strength.

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

Further upward pressure on the rating could develop if Ericsson
makes progress in the turn-around of the DS segment and maintains a
sustainably robust competitive position and technological
leadership despite the loss of market shares in China.
Quantitatively, an upgrade would require operating margins
(Moody's-adjusted) to increase towards 15%, strong FCF generation
after shareholder distributions, and a sustained solid liquidity
profile and a strong balance sheet with a net cash position (on a
Moody's-adjusted basis).

Downward rating pressure is unlikely in the next 18 months, but
would reflect a deterioration in operating performance, such that
its Moody's-adjusted operating margin drops below 8%, its
Moody's-adjusted debt/EBITDA increases sustainably above 2.5x, or
its FCF turns negative and liquidity deteriorates.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Telefonaktiebolaget LM Ericsson

Probability of Default Rating, Affirmed Ba1-PD

LT Corporate Family Rating, Affirmed Ba1

Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Outlook Actions:

Issuer: Telefonaktiebolaget LM Ericsson

Outlook, Changed To Positive From Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

With net sales of SEK231 billion and Moody's-adjusted EBITDA for
the 12 months ended September 30, 2021 of SEK40.2 billion, Ericsson
is a leading provider of telecommunications equipment and related
services to telecom operators globally. Its equipment is used in
more than 180 countries, and around 40% of the global mobile
traffic passes through its systems. In 2020, Ericsson's Networks
division contributed 71% of the group's net sales, followed by DS
at 16%, Managed Services at 10% and its Emerging Business and Other
segment at 3%.

The largest shareholders are Investor AB (Aa3 stable) with 22.8% of
voting rights and AB Industrivarden with 19.3%.


POLYSTORM BIDCO: Fitch Assigns Final 'B' LT IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned PolyStorm Bidco AB (Polygon) a final
Long-Term Issuer Default Rating (IDR) of 'B' with a Stable Outlook,
following the finalisation of its acquisition by AEA Investors.
Fitch has also assigned group's first-lien term loan B (TLB,
including an up to EUR55 million of delayed draw TLB2 for
acquisitions) and EUR90 million revolving credit facility (RCF)
final ratings of 'B' with Recovery Ratings of 'RR4'.

The assignment of the final ratings follows a review of the final
documentation being materially in line with the draft terms.

At the same time, Fitch has downgraded Polygon AB's Long-Term IDR
to 'B' from 'B+', i.e. to the level of new restricted group parent
Polystorm Bidco AB's, and removed it from RWN. Fitch has
subsequently withdrawn Polygon AB's rating, which was on Stable
Outlook, following the finalisation of the transaction. Polygon AB
has redeemed its EUR250 million senior secured notes and all new
debt instruments are being issued at Polystorm Bidco AB.

Fitch is withdrawing the Ratings of Polygon AB as Polygon is
undergoing a reorganisation. Accordingly, Fitch ratings will no
longer provide ratings or analytical coverage for Polygon AB.

KEY RATING DRIVERS

High but Sustainable Leverage: The rating is constrained to the 'B'
category by high leverage and expected modest deleveraging over the
next three years. Fitch expects gross leverage will be above
Fitch's 7.5x negative sensitivity for around 18 months. Fitch
forecasts funds from operations (FFO) gross leverage at around 7.8x
in 2022 and gradual deleveraging towards 6.7x by end-2024, mainly
driven by increasing FFO on expected strong revenue growth and
broadly stable margins.

Sound Business Profile: Fitch views Polygon's business profile as
solid, with market-leading positions and a contractually secured
income structure that is consistent with a 'BB' rating. It has
operations in 16 countries, providing healthy geographic
diversification, albeit with some dependence on Germany. Its
service offering is well-diversified, which should attract larger
insurance-company customers as it enters new markets.

Concentration Risk: Fitch views Polygon's dependence on insurance
companies as a concentration risk, generating close to two thirds
of total revenue, although the relationships are generally stable
and long-term, based on multi-year contracts with a very high
retention rate.

Leading Position in Niche Market: Polygon is the dominant
participant in the European property damage restoration (PDR)
market with a leading position in Germany, the UK, Norway, and
Finland. Polygon estimates its share in the key German market at
around 10%-13%. The total addressable market amounts to around
EUR12 billion-EUR13 billion and the sector is highly fragmented
with many smaller and often family-owned businesses.

Size is an important competitive advantage in the PDR market in
winning framework agreements with large insurance companies.
Additionally, larger participants provide a comprehensive offer
with add-on services, which is an increasingly common requirement
from insurance companies.

Industry with Low Cyclicality: Demand for property damage control
is viewed as stable and driven by insurance claims, which are
resilient to economic trends. The vast majority of Polygon's
revenue in its core German market is generated from framework
agreements with customers and can be regarded as recurring,
delivering good revenue visibility.

Claims under these types of damages follow normal seasonal
patterns, with water leaks and fires being the most important
product segments for Polygon. The remaining revenue is more
unpredictable and related to extreme weather conditions, which have
increased during the last decade.

Resilient Performance in Pandemic: Polygon continued to see solid
operating performance for 1H21, due to strong organic growth and
bolt-on acquisitions. Its resilience to the pandemic is underpinned
by its exposure to the stable PDR sector, a high share of long-term
contracts with customers and a favourable geographic footprint
focused on Germany and the Nordics.

Positive Free Cash Flows: Fitch expects Polygon to continue to
generate free cash flow (FCF) through the cycle, except in 2021
when high working-capital consumption will lead to negative FCF.
Fitch expects limited volatility of profitability through the
cycle, due to a large share of contract revenue and manageable
customer concentration.

Cash flow will be supported by expected organic growth in the
mid-single digits, partly driven by an increasing number of
restorable residential and commercial properties, ageing building
stocks and the increasing value of properties, which in turn
results in more claims for damages.

Continued Acquisitive Strategy: Fitch expects Polygon to continue
to pursue an M&A-driven growth strategy and continue to gain market
share in selected geographies as it broadens its services scope
with some of its latest acquisitions. Execution risk is mitigated
by the group's successful integration record and prudent policy of
acquiring companies with a clear strategic fit at sound valuation
multiples. Nevertheless, the M&A pipeline, deal parameters and
post-merger integration remain important rating drivers.

DERIVATION SUMMARY

Polygon is the market leader in the European PDR sector and has no
direct peers in Fitch's rating universe. Its framework agreements
with major property insurance providers and leading market
positions in Germany, the UK and the Nordics limit volatility of
profitability, provide some barriers to entry and enhance operating
leverage.

Its business profile is somewhat stronger than that of Assemblin
Financing AB (Assemblin, B/Stable), mainly due to Polygon's broader
geographic footprint and lower direct exposure to the cyclical
construction end-market. Both companies have broadly similar scale
of operations, leading market position, a large number of
customers, a high share of contract revenue and active M&A-driven
strategy.

Polygon's financial profile is expected to be weaker than that of
Assemblin. Both companies generate FCF through the cycle. Polygon's
somewhat stronger operating margins are more than offset by an
expected significantly higher leverage.

KEY ASSUMPTIONS

-- Total revenue of around EUR855 million in 2021;

-- Organic revenue growth of about 5% annually in 2022-2024;

-- Total acquisition spend of about EUR20 million annually in
    2022-2024 at 0.5x enterprise value (EV)/sales multiple;

-- Broadly stable EBITDA margin of 8.6%-8.9% in 2021-2024;

-- Capex of around EUR21 million-EUR25 million annually to 2024;

-- No dividends in 2021-2024;

-- Issue of EUR30 million from the delayed draw TLB2 in 2022 (out
    of EUR55 million total availability).

Recovery Assumptions

-- The recovery analysis assumes that Polygon would be
    restructured as a going-concern (GC) rather than liquidated in
    a default. It mainly reflects Polygon's strong market position
    and customer relationships as well as the potential for
    further consolidation in the fragmented PDR sector;

-- For the purpose of recovery analysis, Fitch assumes that post
    transaction debt comprises the first-lien EUR90 million RCF
    (assumed full drawdown), EUR430 million TLB, EUR55 million
    delayed draw TLB2 and a second-lien EUR120 million term loan;

-- Fitch applies a distressed EV/EBITDA multiple of 5.0x to
    calculate a GC EV, reflecting Polygon's market-leading
    position, strong operating environment, a sticky customer base
    and potential for growth via the consolidation of the PDR
    sector. The multiple is limited by Polygon's small size and
    significant reliance on insurance companies in Germany;

-- The GC EBITDA estimate of EUR61 million reflects Fitch's view
    of a sustainable, post-reorganisation EBITDA level upon which
    Fitch bases the EV. This GC EBITDA level would result in
    marginally but persistently negative FCF, effectively
    representing a post-distress cash flow proxy for the business
    to remain a GC. The assumed level includes the run-rate impact
    of bolt-on acquisitions signed so far in 2021 (revenue of
    around EUR80 million) and the pro-forma impact of future
    acquisitions (assumed revenue of around EUR110 million)
    financed via the EUR55 million delayed draw TLB2;

-- A 10% administrative claim;

-- These assumptions result in a 48% recovery rate for the first-
    lien senior secured TLB, TLB2 and RCF, resulting in 'B'/'RR4'
    ratings.

RATING SENSITIVITIES

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

-- Increasing scale with EBIT margin above 6% on a sustained
    basis;

-- Positive FCF post acquisitions;

-- FFO gross leverage below 5.5x on a sustained basis;

-- FFO interest coverage above 4.0x on a sustained basis.

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

-- FFO gross leverage above 7.5x on a sustained basis;

-- FFO interest coverage below 3.0x on a sustained basis;

-- Problems with integration of acquisitions leading to pressure
    on margins;

-- Negative FCF generation.

Rating sensitivities for Polygon AB are no longer relevant given
the rating withdrawal.

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

Satisfactory Liquidity: Liquidity at the closing of the transaction
consisted of an undrawn EUR90 million committed 6.5-year RCF.
Polygon has no significant short-term debt maturities as the new
debt structure is concentrated on a seven-year EUR430 million
senior secured seven-year TLB and an eight-year EUR120 million
second-lien credit facility. The debt package also includes access
to an EUR55 million delayed seven-year TLB2 for acquisitions, which
is available for 18 months after the transaction completion.

ISSUER PROFILE

Polygon is a Sweden-based leading provider of PDR and control
services with a presence in 16 countries. Its service offering is
focused on water and fire damage restoration and its key direct
customers are mainly insurance companies.

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.


POLYSTORM BIDCO: S&P Assigns 'B' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Polystorm BidCo AB (Polygon) and its 'B' issue rating to the
first-lien debt (including the delayed-draw facility and RCF), with
a recovery rating of '3', indicating its expectation of meaningful
recovery (50%-70%; rounded estimate 60%) in the event of a
default.

Polygon is a leading property damage control services provider in
Europe with a strong regional presence and one-stop-shop solution
approach. In S&P's view, Polygon's business is supported by its
leadership position in the European property damage control (PDC)
market. It is the largest European operator holding the No. 1
market position in Germany, the U.K., Norway, and Finland, with a
top-three market position in Sweden and Denmark. Polygon serves its
clients via a dense network of more than 350 depots, spread out
across the 16 countries in which it operates, but particularly
clustered in western Europe and the Nordics. This local presence
allows for quick response times to reported damage, with deployment
across Europe possible within 24 hours, which is particularly
important in the essential PDC market, where there is a need to get
water or fire damage resolved immediately. These deployment
capabilities and scale also differentiate the group to some extent
from smaller players in the market that do not have an extensive
branch network, large equipment base, or diversified staffing
capabilities. Additionally, they make the company more attractive
to large insurance customers, who can use Polygon for one-stop-shop
solutions to all their PDC needs.

The group has a diversified client base, and framework agreements
provide it with stable, recurring revenue. Polygon generates about
60% of its revenue from insurance companies, and the remaining 40%
from commercial, public-sector, and residential clients. Of these,
the company is not significantly reliant on a single customer, with
the top 10 customers contributing about 35% of sales in 2020. In
terms of contracts, the company primarily operates through
framework agreements, under which 80% of German sales were
generated as of June 30, 2021. The group posts high retention rates
of over 95% on such framework agreements, which are typically for
one to two years but can be longer for larger accounts, thus
providing good visibility on a large part of its revenue base.
Although revenue can be linked to a number of extreme weather
events, the increasing impact of climate change is likely to
continue supporting stable revenue generation.

Polygon has a strong track record of implementing acquisitions
under its decentralized operating model. Polygon is highly
acquisitive, having completed 33 acquisitions since 2018. This is
mostly attributable to the fragmented nature of the PDC market in
core countries of operation, where approximately 75% of the
providers are small companies. The other 25% comprises larger
players, of which Polygon is the leader with a share of 7%-9%
across Europe. This environment allows the group to pursue bolt-on
acquisitions to solidify its market position and enhance its
product suite in existing markets. That said, we note that Polygon
has also acquired several platforms to enter new markets in recent
years; its management has a tested process for making and
integrating acquisitions. The group remains selective in its
pursuit of targets, focusing only on companies with stable
management that typically remains with the company after the
acquisition, stable profitability and cash flow, as well as a
growth track record. At the same time, acquired entities also
benefit from Polygon's decentralized business model, under which it
devolves operational autonomy to its depot managers while providing
them with groupwide support, such as with administration,
procurement, or the sharing of best practices. Most acquisitions
are rebranded under the stronger Polygon brand and can provide
enhanced cross-selling capability in new geographies.

Polygon has a relatively small size, narrow product scope, and
geographic concentration in Europe. S&P said, "We consider the
business to be constrained by its relatively small size, with
EUR743 million in revenue in 2020, particularly when compared with
peers in the wider facility management industry. There is also a
lack of service differentiation, with all activities focused on
PDC. We also note the company's limited geographic diversification,
with 94% of revenue coming from Europe, particularly Germany, where
it generated 55% of its revenue in 2020. This concentration makes
Polygon vulnerable to macroeconomic developments in its specific
markets, although the group has taken efforts in recent years to
diversify its geographic footprint, as underscored for instance by
its market entry into Italy and Luxembourg via acquisitions in
2020."

S&P said, "Polygon's operating performance remained robust during
the COVID-19 pandemic in 2020, which supports our view of the
business' resilience. Despite the pandemic's economic impact in
countries where Polygon operates, the company's revenue increased
9.3% to EUR743 million in 2020, supported by organic growth and a
solid contribution from acquisitions. This performance is largely
attributable to the relatively resilient, noncyclical nature of PDC
activities, which generally continue irrespective of the prevailing
economic situation. Given the time-critical element to its
activities, Polygon obtained permission to operate as an essential
service throughout the pandemic, which allowed it provide services
to customers largely uninterrupted by lockdowns. Moreover, thanks
to the group's ability to contain pandemic-related additional
costs, operational efficiency improvements, and higher-margin
pandemic-related business (providing climate control for test-kit
manufacturing in the U.S.), the company's adjusted EBITDA margins
increased to 12.4% in 2020 from 11.4% in 2019.

"We consider Polygon's capital structure to be highly leveraged.
Our assessment of Polygon's financial risk profile reflects the
company's private-equity ownership and our forecast that its
adjusted debt to EBITDA will amount to about 6.7x at year-end 2021,
following the transaction. We expect adjusted debt to EBITDA to
decline to 6.2x-6.5x in 2022, fueled by solid revenue and EBITDA
growth both on an organic and inorganic basis. Deleveraging should
take place in 2022. This is even though we believe the group will
likely use the delayed-draw EUR55 million first-lien term loan
add-on to fund acquisitions and thus increase the revenue and
EBITDA base that year.

"The stable outlook reflects our view that Polygon's revenue base
and EBITDA will continue increasing via bolt-on acquisitions and
continued organic growth of 6%-7%, which should support
deleveraging in the coming years. We expect the S&P Global
Ratings-adjusted leverage ratio to trend below 6.5x at the end of
2022, with FOCF at about EUR40 million."

S&P could lower the ratings if:

-- Polygon's operating performance weakened, resulting in
persistently low-single-digit or negative FOCF; or

-- S&P assesses the financial policy as increasingly aggressive,
with ongoing debt-funded acquisitions or shareholder returns
eroding leverage.

S&P could raise the rating if Polygon can improve its market
positions and diversify its product offering, while maintaining
adjusted debt to EBITDA at about 5x, with funds from operations
(FFO) to debt at about 12% and the private-equity owner commits to
a financial policy that sustains metrics at these levels.




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

RONESANS GAYRIMENKUL: Fitch Alters Outlook on 'B' IDR to Stable
---------------------------------------------------------------
Fitch Ratings has revised Turkish property company Ronesans
Gayrimenkul Yatirim A.S.'s (RGY) Outlook to Stable from Negative,
while affirming the Long-Term Issuer Default Rating (IDR) and
senior unsecured rating at 'B'.

The Outlook revision reflects Fitch's expectation that RGY will be
able to boost EBITDA after its retail assets were allowed to
operate at full capacity with the full lifting of pandemic
restrictions on July 1.

The rating continues to reflect material exposure to
foreign-currency risk, owing to RGY's debt being almost entirely
denominated in euro and US dollar, but revenue is in Turkish lira.
The Turkish lira has depreciated more than 30% in 2020 to date and
RGY may have difficulty complying with debt covenants if the lira
depreciates further. The company is exposed to the weak Turkish
economy and retail market, which continues to suffer from the
effects of the pandemic.

KEY RATING DRIVERS

Swift Footfall Recovery: After operating at 59% of hourly capacity
in 1H21, RGY is operating at full capacity and has discontinued all
pandemic-related concessions to its tenants, as government
restrictions were lifted. Footfall has quickly recovered, with July
2021 reaching 94% of a year-ago levels, while tenants' sales
recorded 45% real growth during the same period. At around 95%,
occupancy has remained largely stable throughout the pandemic owing
to concessions granted to tenants.

Economic Volatility Continues: While Fitch expects real economic
growth of more than 7% in 2021, the Turkish economy remains
volatile. Inflation exceeded 19% in September, while the lira has
lost more than 20% against the US dollar in 2021. This may affect
consumers' disposable income and confidence, affecting retail
sales, which have been weak since 2018. In addition, shopping
centres suffered from pandemic-related closures and restrictions on
operating hours in 2020 and 2021.

FX and EBITDA Volatility: Lira depreciation in 2021 follows a drop
of more than 30% in 2020. About 80% of RGY's debt is in euros or US
dollars, but leases' rents cannot be linked to foreign currencies
following a 2018 government decree. Around 10% of foreign-currency
debt is hedged using FX forwards. The lira depreciation, combined
with mall closures and restrictions in 2020 through to July 2021,
have pushed Fitch-calculated proportionally-consolidated net
debt/EBITDA at end-2020 to more than 18x, versus Fitch's negative
rating sensitivity of 11.5x. As rental income and EBITDA recover,
Fitch expects cashflow leverage to fall to around 14x by 2021 and
11.5x in 2022. However, a further lira depreciation would impede
this improvement.

Improved Capital Structure: RGY refinanced much of its debt in 2020
and 1H21, extending the weighted average debt maturity to around
three years at end-1H21 (end-2020: 2.75 years) and reducing debt
repayments in 2021 and 2022 by around EUR300 million. RGY took out
three loans totaling TRY1 billion and converted one loan into lira
to reduce foreign-denominated debt to 80% at 1H21 (2019: 99%). Most
of its secured debt has also been refinanced, the level of which
however remains high. Only about one-quarter of total debt is
unsecured and only 16% of assets are unpledged, limiting
flexibility to manage its capital structure and subordinating
unsecured debt holders.

Risk of Covenant Breach Reduced: RGY was able to modify its
unsecured Eurobond covenants, increasing the loan-to-value (LTV)
threshold to 65% from 60%. The current LTV, using the bond's
calculation, was 54% (1H21). Bondholders agreed to decrease the
combined interest coverage ratio test to 1.35x in 2022. The next
tests will be in June 2022 and December 2022. RGY retains two
equity cure rights, where it can use available cash to cure a
breach of the combined interest coverage ratio. The unencumbered
asset ratio has limited headroom, but should be met by end-2021.
Continued lira depreciation will increase the risk of a future
breach. RGY has LTV and debt-service coverage ratio covenants on
some its secured debt, but these are manageable.

Small, Quality Asset Portfolio:

RGY owns and operates a portfolio of 12 quality shopping centres
and one office valued at around EUR1.8 billion (at share) at
end-1H21. This was down from EUR2.2 billion at end-1H20, reflecting
valuation decreases and asset disposals. The portfolio is in seven
of Turkey's largest cities, with a focus on Istanbul, the country's
largest city. The low number of assets means concentration is high:
the top 10 malls account for more than 90% of portfolio value. RGY
is not planning new acquisitions or developments. The tenant base
is diverse with low concentration and a mix of Turkish and
international companies. The weighted average unexpired lease term
(to expiry) is 5.7 years at end-1H21 with 13% of leases expiring in
the short term.

Asset Disposals Continue: Since June 2020, RGY has sold EUR116
million of mainly land, but also its Mecidiyeköy Office for
EUR31.5 million. The disposals averaged more than 12% above recent
valuations in lira. It plans to sell more than EUR100 million of
assets over the next two to three years, including its offices in
Maltepe Piazza and Maltepe Park. RGY plans to use the proceeds to
reduce gross debt.

Shareholder Agreement Limits Parent Influence: Group holding
company Ronesans Emlak Gelistirme Holding and Singapore's GIC have
entered into a shareholder agreement that adequately ring-fences
RGY from its parent companies to enable Fitch to assess RGY on a
standalone basis. Both key shareholders must provide consent for
all major decisions, including dividends. RGY retains separate
financing with no cross-defaults or guarantees to the wider holding
group.

DERIVATION SUMMARY

Unlike other rated EMEA real estate companies, RGY has significant
foreign-exchange (FX) risk owing to the volatile lira, the value of
which has nearly halved since the beginning of 2019. In addition,
inflation was more than 19% in August 2021 compared with 3% for
eurozone countries. Finally, geopolitical risks remain heightened.

Atrium European Real Estate Limited (BBB/RWN) has exposure to
Russia, whose rouble has also been volatile, but Russian assets
only account for 11% of assets by value. In addition, Atrium and
other eastern European real estate companies such as NEPI
Rockcastle plc (BBB/Stable) and Globalworth Real Estate Investments
Limited (BBB-/Stable) link their rent payments in their leases to
the US dollar or the euro, passing this FX risk to tenants. An
October 2018 decree by the Turkish government prohibits all
domestic companies from indexing or denominating contracts or
leases in foreign currencies. This exposes RGY to material currency
risk as most of its debt is denominated in euros or US dollars.

In the case of UAE-based real estate companies, including Majid Al
Futtaim (BBB/Stable), as well as Saudi Arabia, where Arabian
Centers Company (BB+/Negative) is based, the currency is pegged to
the US dollar, eliminating FX risk.

KEY ASSUMPTIONS

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

-- Like-for-like rental income to increase around 30% in 2021 and
    25% in 2022, driven by a reduction in tenant incentives, and
    an ability to pass on Fitch-forecast inflation onto tenants
    (2021: 17%, 2022: 15%);

-- Capex limited to maintenance capex of around TRY20 million per
    annum from 2021-2023;

-- Disposals of around TRY1700 million from 2021-2023, related to
    the sale of non-core offices and land;

-- No dividends paid from 2021-2023.

RATING SENSITIVITIES

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

-- Greater visibility over, and improvement in, RGY's liquidity
    position as well as headroom against Eurobond and secured debt
    covenants;

-- Implementation of an effective and sustainable means of
    hedging the Turkish lira relative to euro-denominated debt;

-- Net debt/EBITDA below 10.5x over a sustained period.

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

-- Further weakening of Turkish economic conditions and/or a
    further significant depreciation in the Turkish lira;

-- Net debt/EBITDA above 11.5x over a sustained period;

-- Reduced headroom in Eurobond and secured debt covenants
    leading to a breach of covenants;

-- Failure to address refinancing risk at least 12 months ahead
    of these debt maturities, including clarifying the expected
    currency, interest rate and tenor of refinanced debt.

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

Weak Liquidity: At end-June 2021, RGY had available cash of TRY463
million. About 95% of this cash is held in hard currency. This does
not fully cover TRY536 million of debt due by end-2021, but most of
this is US dollar-denominated debt (about TRY425 million) for the
asset Optimum Ankara, which is being refinanced. The process is at
an advanced stage and is expected to close in November. In 2022,
more than TRY1,300 million of debt matures, but about two-thirds of
this is secured debt in a GIC JV, which RGY should be able to
refinance given it is a related party, as well as its demonstrated
ability to refinance debt over the past year.

RGY has no committed capex. All euros-to-Turkish lira translations
have used the TRY/EUR exchange rate of 10.3 on 30 June 2021.

ISSUER PROFILE

RGY is a real estate company that owns and operates a property
portfolio mainly comprising shopping centres in the largest cities
of Turkey.

ESG CONSIDERATIONS

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




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

FIRST UKRAINIAN: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Joint Stock Company First Ukrainian
International Bank's (FUIB) Long-Term Issuer Default Ratings (IDRs)
at 'B'. The Outlook is Stable.

KEY RATING DRIVERS

IDRS, VIABILITY RATING

The Long-Term IDRs of FUIB are driven by its standalone strength,
as reflected in its Viability Rating (VR) of 'b'. The ratings
consider Ukraine's challenging operating environment and the
unseasoned nature of FUIB's large portfolio of unsecured retail
loans, which was the main driver of growth in recent years. These
risks are counterbalanced by the bank's healthy profitability and
capitalisation and a stable funding profile.

Credit risk mainly stems from FUIB's loan book, which accounted for
49% of total assets at end-1H21 (net of loan loss allowances,
(LLAs)). Impaired loans (Stage 3 + purchased or originated
credit-impaired, (POCI) under IFRS 9) as a proportion of gross
loans decreased to 10.8% at end-1H21 from 14.7% at end-2020, while
LLA coverage was maintained at 96.5% at end-1H21. Stage 2 loans
(increased credit risk) remained flat at 5% of gross loans, with
the majority concentrated in the corporate portfolio.

Corporate loans (62% of gross loans at end-1H21) display moderate
single-name concentrations, with the 25 largest groups of borrowers
constituting 34% of the total corporate loan book. The quality of
the portfolio is undermined by a large stock of legacy impaired
loans equal to 13% of corporate loans at end-1H21, albeit down from
18% at end-2020, due to write-offs and several recoveries.
Corporate impaired loans are reasonably provisioned by specific
LLAs by 64%, reflecting FUIB's recovery expectations and available
collateral.

In retail lending FUIB focuses on credit cards (23% of gross loans)
and unsecured cash loans (15%), which have been the main driver of
growth in recent years. Prudent underwriting of retail loans helped
FUIB to maintain its cost of risk below 5% in both products,
although Fitch expects it to increase moderately in the medium
term, as the portfolio seasons after rapid expansion.

Profitability is a rating strength for FUIB. Its operating profit
to risk-weighted assets (RWAs) was a strong 7.9% in 1H21
(annualised), helped by a wide net interest margin of 14.2%. Good
cost efficiency (operating expenses equaled 48% of revenues in
1H21), supports strong pre-impairment profitability (12% of average
loans in 1H21, annualised), well above the bank's cost of risk of
1.4% in 1H21 (annualised; 2020: 2.7%).

FUIB's Fitch Core Capital (FCC) ratio has been tightening (16.3% at
end-1H21; 2020: 18.8%), as rapid growth of RWAs and generous
dividend pay-outs exceeded profitability. The regulatory core
capital ratio stood at 11.2% at end-3Q21 and is likely to come
under pressure from the upcoming introduction of an operational
risk component and a phase-in of increased risk-weights for
foreign-currency government bonds and unsecured retail loans. At
the same time, Fitch assumes FUIB will be able to manage its
capital buffers through slower-than-guided loan growth and/or from
higher earnings retention, as opposed to the current 50% dividend
pay-out ratio.

FUIB's funding profile is dominated by customer accounts (88% of
liabilities at end-1H21), a significant portion of which is
attributed to current accounts (64% of the total), supporting the
bank's net interest margin. Corporate deposits are volatile and are
highly dependent on related parties (forming almost half of total
corporate balances at end-1H21), while retail deposits have
remained stable over time. The bank's liquidity buffer (cash and
short-term interbank placements) was robust, at 29% of total
customer deposits, net of repayments of short-term interbank debt.
Unpledged sovereign securities added another 16% of customer
accounts at the same date.

NATIONAL RATING

FUIB's National Long-Term Rating of 'AA-(ukr)' reflects the bank's
creditworthiness relative to Ukrainian peers'.

SUPPORT RATING AND SUPPORT RATING FLOOR

FUIB's Support Rating of '5' and Support Rating Floor (SRF) of 'No
Floor' reflect Fitch's opinion that support from the Ukrainian
authorities cannot be relied on in case of need, due to the
authorities' stance on state support for privately owned banks.

FUIB was added to the National Bank of Ukraine's list of
systemically important banks in 2019.This effectively means the
gradual implementation of additional capital, liquidity and other
regulatory buffers over the current regulatory minimum levels,
while Fitch assumes that extraordinary support from authorities for
FUIB is uncertain. Support from the bank's private shareholders is
also not factored into the ratings.

RATING SENSITIVITIES

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

-- Upgrade of FUIB's ratings is currently unlikely, and would
    require an upgrade of Ukraine's sovereign ratings, as well as
    notable improvements in the operating environment.

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

-- A marked weakening of FUIB's capitalisation either due to
    aggressive loan expansion or to material asset-quality
    deterioration, with FCC declining below 13%, or regulatory
    capital ratios falling below a 1% buffer over the minimum
    level.

-- Significant weakening of earnings, including operating profit-
    to-RWAs declining to 2% or below.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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




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

ACA GROUP: Directors Put Part of Business Into Liquidation
----------------------------------------------------------
Jo Francis at Printweek reports that directors at ACA Group have
put part of the business into liquidation due to the impact of the
Covid-19 pandemic and the ending of the furlough scheme.

On Oct. 18, a petition was presented to Paisley Sheriff Court by
the directors to request that ACA Print Finishing & Packaging
Solutions Ltd be wound up by the Court and that an interim
liquidator be appointed, Printweek relates.

Scott Milne of Quantuma's Glasgow office has been appointed as
provisional liquidator for a period of three months, Printweek
discloses.

ACA is based at the Inchinnan Business Park, near Glasgow Airport.


Director Anton Kaszubowski told Printweek that one of the entities
"at the bottom of the ACA Group had permanently ceased trading".

"This difficult but responsible decision was taken by the directors
as; (1) the end of furlough; and (2) a significant change in the
type of work that ACA was doing for clients, meant there was a
remaining gap between required labour and available work due to
Covid impacting the level of sales and types of service that we
offer," Printweek quotes Mr. Milne as saying.

The group's headcount has reduced from 72 to 53, with 19 staff who
were on the furlough scheme made redundant as a result of the
closure, Printweek states.  Four staff were retrained during the
furlough period, Printweek notes.


BROWN BIDCO: Moody's Affirms B1 CFR Amid Vail Valley Transaction
----------------------------------------------------------------
Moody's Investors Service has affirmed all the ratings of BROWN
BIDCO LIMITED and its subsidiaries (Signature or the company).
These comprise the B1 corporate family rating and B1-PD probability
of default rating of BROWN BIDCO LIMITED, the B1 ratings of the
seven year backed senior secured first lien term loan (currently
$1,579 million outstanding after prepayment from divested asset
proceeds, to be upsized to $1,909 million) and the $350 million
five year backed senior secured revolving credit facility, borrowed
by Brown Group Holding LLC and Signature Aviation US Holdings,
Inc., and the B1 rating of the $114 million outstanding backed
senior secured notes due 2028 issued by Signature Aviation US
Holdings, Inc. The outlook on all the ratings remains stable.

The rating action follows the company's raising of an additional
$330 million add-on to its backed senior secured first lien term
loan, to finance the acquisition of Vail Valley Jet Center, the
sole fixed base operator (FBO) at Eagle County Airport, near Vail,
Colorado. The rating action reflects:

-- The substantial recovery in business and general aviation in
the US and in the company's trading performance since the
coronavirus pandemic

-- Moderate releveraging of around 0.4x EBITDA on a Moody's
adjusted basis as a result of the transaction

-- Moody's expectation that the company will delever to below 6.5x
adjusted debt / EBITDA within the next 12-18 months

RATINGS RATIONALE

The B1 CFR reflects the company's (1) strong position as the
leading FBO in the US; (2) flexible cost structure, allowing the
company to manage periods of decreased revenue; (3) substantial and
profitable real estate portfolio providing hangarage for parked
aircraft; (4) strong history of organic revenue growth in its core
business from 2010-19; (5) resilient performance during the
coronavirus pandemic with substantial market recovery continuing in
2021.

The ratings also reflect: (1) high financial leverage of 7.0x on a
Moody's-adjusted basis as at June 2021, pro forma for the
acquisition and the additional financing; (2) uncertainty over the
profile of recovery in demand following the pandemic; (3) exposure
to the high cyclicality of the business and general aviation
markets; (4) the company's appetite for further acquisitions which
may limit the pace of deleveraging.

The business and general aviation market in the US has recovered
quickly from the impacts of the pandemic which most deeply affected
the company in April 2020. Total business jet movements as reported
by the US Federal Aviation Administration have exceeded 2019 levels
every month from March through to September 2021 by between and 5%
and 23% [1]. As a result the company's EBITDA (Moody's-adjusted)
for the six months ended June 2021 of $231 million was
approximately $100 million above the prior year and only $10
million below 2019 levels.

The profile of the recovery remains unclear and particularly the
extent to which recent volumes reflect short term effects of
pent-up demand following a period of travel restrictions. The
company considers that there has been a degree of positive
structural shift as more potential customers discover the benefits
of private aviation, supported also by changes in working patterns
and the growth in business jet fractional ownership. Moody's has
updated its forecasts factoring in the pace of the recovery to
date, with more modest longer term growth above 2019 levels broadly
consistent with economic activity. As a result Moody's expects the
company to reduce adjusted leverage to below 6.5x within the next
12-18 months.

Moody's expects the company to remain acquisitive. However, future
transactions would be largely funded from surplus cash and cash
generation with the company maintaining a balanced financial policy
supporting its gradual deleveraging profile.

OUTLOOK

The stable outlook reflects Moody's expectation that Signature will
continue to grow its net revenues and EBITDA at least in line with
the market, leading to Moody's adjusted leverage reducing below
6.5x within the next 12-18 months. It also assumes that to the
extent further debt-financed acquisitions are undertaken the
company remains capable of deleveraging to below 6.5x within a
12-18 months period.

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

The ratings could be upgraded if Moody's expects:

- Moody's-adjusted leverage to reduce sustainably towards the low
5x

- Moody's-adjusted EBITA / interest to increase sustainably above
2x

- Free cash flow / debt to increase to at least mid-single digit
percentages

An upgrade would also require positive organic revenue growth at or
above the market, and for the company to maintain financial
policies consistent with the above metrics.

Moody's could downgrade Signature if:

- Moody's-adjusted leverage is expected to remain sustainably
above 6.5x

- Moody's-adjusted EBITA / interest reduces consistently towards
1.5x

- Free cash flow / debt reduces to low single digit percentages

The ratings could also be downgraded if there is a material
weakness in the market which is likely to delay or prevent
recovery, if there is a material weakening in the company's
liquidity position, or if organic revenue growth is sustained
materially below market rates.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Signature has 179 FBO locations (excluding 162 EPIC locations and
13 Signature Select locations) providing business and general
aviation flight support services at airports, with the US being its
largest market followed by Europe. An FBO is a commercial business
granted the right by an airport to operate on the airport and
provide aeronautical services. In June 2021 the company was
acquired by entities controlled by Blackstone Infrastructure,
Blackstone Core Equity, Global Infrastructure Partners and Cascade
Investment, L.L.C.


CREATE CONSTRUCTION: Enters Administration Due to Pandemic Woes
---------------------------------------------------------------
Grant Prior at Construction Enquirer reports that Blackpool-based
contractor Create Construction has called in administrators from
RSM after challenging trading conditions made the company
unviable.

Create Construction specialised in the hotel and student
accommodation sectors on projects from 10-50m and was working on
sites in Swansea, Liverpool, Leicester, Coventry and Salford.

Latest accounts for Create Construction for the year to February
29, 2020, showed a turnover of GBP92.9 million generating a pretax
profit of GBP536,274 with the company employing 78 staff,
Construction Enquirer discloses.

According to Construction Enquirer, a statement from the firm said:
"Following a very challenging trading period for the company, the
directors of Create Construction have taken the difficult decision
to appoint administrators, having exhausted other options.  Other
companies within the Create Group are unaffected.

"The pandemic has severely affected both our clients and our supply
chain's ability to meet their contractual arrangements.  An overrun
in projects in both time and cost, a number of supply chain
failures and delays to a secured pipeline of projects, has
ultimately made the company unviable.

"We have been working with advisors, clients and funders to
facilitate, where possible, the transfer of the contractual
position of schemes on site, to allow the completion of these
projects and to protect the creditors position as best we can.

"The pandemic has effected every area of our business, from delays
in pipeline projects achieving planning approval and concluding
funding, to access being restricted or denied into completed
operational student accommodation buildings to allow us to complete
12 months defects works and to release significant retention monies
owed to our supply chain."


ORBIT PRIVATE: S&P Assigns Prelim. 'CCC+' Rating on Unsecured Notes
-------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'CCC+' issue rating and
'6' recovery rating to Orbit Private Holdings' (B/Stable/--)
proposed $350 million senior unsecured notes, reflecting its
expectations of negligible recovery in the event of a payment
default.

U.K.-headquartered shareholder and pensions administrator, Orbit
Private Holdings (B/Stable/--) has announced that it proposes to
issue $350 million of senior unsecured notes, via financing
subsidiary Armor Holdco, Inc. The proceeds will help Orbit finance
the acquisitions of Equiniti and AST, in line with our
expectations. Orbit's proposed $900 million senior secured term
loan announced on Oct. 19, 2021 ranks prior to the proposed senior
unsecured notes.

ISSUE RATINGS: RECOVERY ANALYSIS

Key analytical factors

-- S&P's preliminary 'B+' long-term issue rating and '2' recovery
rating on the proposed $900 million senior secured term loan and
$175 million senior secured revolving credit facility is supported
by the absence of meaningful priority liabilities and the
subordination of $350 million of acquisition financing in the form
of the senior unsecured notes. S&P's preliminary 'CCC+' long-term
issue rating and '6' recovery rating on the proposed $350 million
senior unsecured notes reflects their subordinated position in the
capital structure vis-à-vis the senior secured debt instruments.

-- The proposed debt documentation is covenant-lite with only the
RCF being subject to one financial maintenance covenant, a
springing quarterly net leverage covenant, to be tested when the
facility is 35% drawn.

-- S&P values the company as a going concern given its strong
position in the markets in which it operates, the mission-critical
nature of its services to its clients and widely diversified client
base.

-- S&P's hypothetical default scenario involves persistent weaker
corporate activity levels and depressed interest rates, coupled
with increased pressure from global competitors resulting in a
decline in EBITDA leading to a payment default.

Simulated default assumptions

-- Year of default: 2024
-- Jurisdiction: United States

Simplified waterfall

-- Minimum capex of about 2% of sales

-- Cyclicality adjustment factor: +5% (standard sector assumption
for business and consumer services industry)

-- EBITDA at emergence after recovery adjustments: about GBP94
million

-- EBITDA multiple: 6.5x

-- Gross enterprise value at default: about GBP612 million

-- Administrative costs: 5%

-- Net value available to creditors: about GBP581 million

-- First-lien debt claims: about GBP758 million [1]

-- Recovery expectation: 70%-90% (rounded estimate: 75%)

-- Unsecured debt claims: about GBP433 million [1]

-- Recovery expectation: 0%-5%


PETROFAC LIMITED: Fitch Publishes 'B+' LT IDR, On Watch Negative
----------------------------------------------------------------
Fitch Ratings has published engineering and construction (E&C)
services provider Petrofac Limited's Long-Term Issuer Default
Rating (IDR) of 'B+', which is on Rating Watch Negative (RWN).
Fitch has also assigned the group's proposed USD500 million
five-year senior secured notes an expected rating of 'BB-(EXP)'
with a Recovery Rating of 'RR3'.

The assignment of the final rating is contingent on the completion
of refinancing and receipt of final documents conforming to
information already reviewed. A full list of rating actions is
detailed below.

The Long-Term IDR reflects a decline in new orders resulting in a
smaller and weaker backlog. Fitch expects this to result in
weaker-than-forecast revenue and profitability, which in turn will
lead to near-term leverage metrics that are more in line with a 'B'
category rating. Fitch recognises that the combination of the
resolution of the SFO investigation and an improving market
environment could gradually improve the order backlog, but current
new orders remain muted.

The RWN reflects the risk of greater pressure on liquidity if the
projected equity raise and debt refinancing do not progress as
expected. Fitch will review the RWN following the final shareholder
vote and completion of all planned capital-structure arrangements.

KEY RATING DRIVERS

Limited New Orders: Fitch believes the decline in new orders is a
key rating risk, particularly as it stands in contrast to the
broader (oil and gas and renewable energy) E&C sector as activity
starts to recover following the pandemic. Fitch expects weaker new
orders to hit revenue and profitability for both 2022 and 2023.
Further, a lack of new orders, particularly within the E&C segment
with its typical prepayment structure, will exacerbate
working-capital outflows.

Fitch expects a gradual rebuild of the order book in 2022-2024, as
the market environment continues to improve and the SFO
investigation is resolved.

SFO Resolution: Petrofac has pleaded guilty to failures in
preventing employees from making fraudulent payment and received a
penalty of around USD105 million to be paid in 1Q22. This
announcement resolves a long-running issue that has affected the
group's finances and reputation. Petrofac has implemented a new
management structure, together with new comprehensive compliance
and governance regimes, to enhance controls.

Management have indicated that the penalty will be covered by
planned recapitalisation and that Petrofac will be able to resume
bidding for new work in the regions following the SFO resolution,
namely the UAE, KSA and Iraq. These are all its core markets and
the ability to bid again in these markets will enable Petrofac to
win new orders and rebuild its backlog.

Backlog Quality: Fitch expects the backlog quality to suffer, due
to decreased project diversification as current projects are
completed and Petrofac maintains a book-to-bill ratio at less than
1x for 2021. Additionally, the group's ability to maintain a focus
on core competencies and to rapidly adapt to new markets will be
critical to project execution and margin maintenance, given an
increasing reliance on new or non-core markets in the bidding
pipeline. Fitch therefore expects pressure on both margins and the
ability to extract prepayments in the same manner as previously
achieved as a result of this new operating environment.

Free Cash Flow to Improve: Fitch expects free cash flow (FCF) to
remain negative in 2021 and to suffer from lower revenues and weak,
albeit improving, margins over 2022-2024. FCF is forecast to become
neutral-to-positive from 2022 onwards, but will depend on the
ability to generate working-capital inflows. Nonetheless, this is
subject to execution risk and could be limited by
prepayment-structure risks.

Weak Leverage Metrics: Declining profitability has resulted in
significantly higher leverage metrics for 2021. Despite an expected
reduction in gross debt (pro-forma for the CCFF repayment in
December 2021), Fitch's expectations for lower funds from
operations (FFO) and FCF for 2022-2023 indicate leverage metrics
will remain outside current rating sensitivities until 2023. This,
together with Fitch's expectation of FFO gross leverage in the
mid-single digits over 2022-2023, means that the financial
structure is now in line with a 'B' category.

Recapitalisation Improves Financial Flexibility: The proposed
equity offering and debt raised will improve liquidity and extend
Petrofac's maturity profile. This long-term structure is necessary
for the group to plan and bid for its typical large-scale,
multi-year E&C projects. It also provides the group financial and
operating headroom to pursue bidding opportunities with potentially
long lead times.

Deteriorating Market Position and Diversification: Fitch views the
bidding suspensions as having weakened Petrofac's market position
and diversification, due to the size and relative attractiveness of
both the UAE's and Saudi Arabia's oil and gas markets. Nonetheless
Petrofac still boasts a solid overall E&C market position, with a
broad range of skills and services covering onshore and offshore
works, delivering projects in upstream and downstream O&G
developments. Further, it has demonstrable expertise in sustainable
energy E&C activities, which firmly positions it for the growth of
this smaller, but increasingly important, part of the energy E&C
spectrum.

Shift Towards Growth Markets: Fitch believes that increasing
exposure to growth markets, notably India, the CIS, Thailand and
Malaysia, has a mixed impact on Petrofac's business profile. It
exposes the group to growth opportunities but also higher execution
risk as some emerging markets are more difficult to operate in.
This is partly offset by Petrofac's record of sound bidding
discipline and oversight procedures. Nonetheless, backlog pressures
will force Petrofac to pivot towards these new regions to support
the order book, which will increase focus on its ability to
maintain bidding robustness, as well as operating capabilities and
margin.

ESG '5' for Governance: Petrofac has an ESG Relevance Score of '5'
for governance structure, reflecting the group's admission of its
inability to prevent fraud and the broad negative commercial
implication of the SFO investigation. However, this is being
addressed by more rigorous governance procedures and new controls
put in place by the new management.

DERIVATION SUMMARY

Fitch views Petrofac's business profile as weaker than Webuild
S.p.a.'s (BB/Stable), mainly due to weak order backlog and revenue
visibility, which is commensurate with a 'B' category E&C company.
The weaker order intake is affected by an unfavourable competitive
environment and the continued fallout from the SFO investigation,
including suspension of bidding in Abu Dhabi and in Saudi Arabia.
Both companies have a broadly similar scale, market position and
contract-risk management.

Petrofac's financial profile is weaker than Webuild's, mainly due
to a higher medium-term leverage profile. Both companies have
recently recorded muted and volatile profitability.

KEY ASSUMPTIONS

-- Revenue of around USD3.1 billion in 2021, USD2.6 billion in
    2022, and gradually increasing to USD3.4 billion in 2024;

-- EBITDA margin of 4.8% in 2021, gradually increasing to 6.4% in
    2024;

-- Capex of around USD87 million in 2021, USD44 million in 2022
    and USD27 million-USD30 million in 2023-2024;

-- Working-capital consumption of around USD167 million in 2021,
    and neutral-to-positive working capital in 2022-2024;

-- Total proceeds of USD67 million from divestments in 2021-2023;

-- Issuance of USD500 million senior secured notes and USD50
    million term loans mainly to repay existing debt (apart from
    USD50 million existing term loan);

-- Equity issuance of EUR275 million in 2021, partly used to pay
    around USD105 million SFO penalty in 2022;

-- Dividends of about USD80 million in 2023 and USD84 million in
    2024. No dividends in 2021-2022;

-- No acquisitions for the next four years.

Recovery Assumptions:

-- The recovery analysis assumes that Petrofac would be
    reorganised as a going-concern (GC) in bankruptcy rather than
    liquidated. It mainly reflects Petrofac's strong market
    position, engineering capabilities, customer relationships and
    asset-light business model, following disposals in the
    integrated energy services division.

-- A 10% administrative claim.

-- For the purpose of recovery analysis for the existing senior
    unsecured rating Fitch assumed that the post-transaction debt
    comprises USD8 million overdraft, USD414 million Covid-19
    corporate financing facility (CCFF), USD610 million revolving
    credit facility (RCF; assumed full drawdown), and USD140
    million term loans. Fitch assumes that all debt instruments
    rank pari passu.

-- For the purpose of recovery analysis for the expected senior
    secured rating Fitch assumed that the post-transaction debt
    comprises USD180 million RCF (assumed full drawdown), USD100
    million terms loans and USD500 million proposed senior secured
    notes. Fitch assumes that all debt instruments rank pari
    passu.

-- The GC EBITDA estimate of USD120 million reflects Fitch's view
    of a sustainable, post-reorganisation EBITDA level upon which
    Fitch bases the enterprise valuation (EV). The level would
    result in marginally but persistently negative FCF,
    effectively representing a post-distress cash flow proxy for
    the business to remain a GC.

-- Fitch applies a distressed EBITDA multiple of 4x to calculate
    a GC EV. The choice of multiple mainly reflects Petrofac's
    strong market position being offset by weak revenue visibility
    and demand volatility in the oil and gas end-markets.

-- The recovery outcome for the group's existing senior unsecured
    debt is 'B+'/'RR4'/37% and for the expected senior secured
    debt 'BB-(EXP)'/'RR3'/55%.

RATING SENSITIVITIES

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

-- FFO gross leverage below 4.5x on a sustained basis;

-- Neutral-to-positive FCF on a sustained basis;

-- Sustained recovery in the order book with no evidence of
    deterioration in the new orders' quality or margin dilution;

-- Improved project diversification.

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

-- Lack of project wins and effective bidding management;

-- Weakening financial flexibility or inability to implement
    announced equity or debt raising;

-- FFO gross leverage above 5.0x on a sustained basis;

-- Inability to generate working-capital inflows;

-- Negative FCF on a sustained basis;

-- EBITDA margins weakening as a result of project losses or
    poorer project quality.

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

Expected Improvement in Liquidity: At end-2020, Petrofac had about
USD476 million of readily available cash (excluding USD252 million
deemed not readily available by Fitch) and an USD495 million
undrawn RCF due June 2022. Current debt maturities are concentrated
in 1H22. Post-refinancing, Petrofac's liquidity profile is expected
to comprise around USD268 million readily available cash (Fitch's
estimate at end-2021) and a two-year USD180 million committed RCF.
It has no significant short-term debt maturities.

Fitch expects that the SFO penalty of around USD105 million will be
fully covered by the group's planned USD275 million equity issue.
Fitch projects negative FCF, after net disposals, of around USD208
million in 2021 and neutral-to-positive FCF in 2022.

Debt Structure: As at June 2021, Petrofac's debt mainly comprised
about USD350 million drawn under the USD610 million RCF due 2022,
USD414 million under CCFF and two bilateral senior unsecured term
loans with a combined total of about USD140 million. Remaining debt
consisted of around USD8 million bank overdrafts drawn down to meet
working-capital requirements.

Post-refinancing and planned repayment of CCFF in December 2021,
Petrofac's debt maturity profile will mainly comprise USD500
million senior secured notes due 2026 and USD100 million term loans
due 2023. The group will have access to the two-year USD180 million
RCF. The long-dated debt maturity profile will improve financial
flexibility and limit refinancing risk.

ISSUER PROFILE

Petrofac is an international E&C service provider to the oil and
gas production and processing industry. The group designs, builds,
operates and maintains oil and gas facilities, delivered through a
range of commercial models (lump-sum, reimbursable and flexible).

ESG CONSIDERATIONS

Petrofac has an ESG Relevance Score of '5' for Governance Structure
due to due to the group's admission of its inability to prevent
fraud and the broad negative commercial implication of the SFO
investigation. This has a negative impact on the credit profile,
and is highly relevant to the rating, resulting in a lower rating.

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.


PETROFAC LTD: S&P Assigns 'BB-' LongTerm ICR, Outlook Positive
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issuer credit
rating to oil services company Petrofac Ltd. and its 'BB-' issue
rating to the proposed high-yield bonds.

The positive outlook reflects the potential upgrade to 'BB' in the
coming 12-to-18 months if the company rebuilds its backlog while
maintaining its prudent financial policy.

The conclusion of the SFO investigation opens a new chapter for
Petrofac.

On Oct. 4, 2021, Southwark Crown Court in London set a penalty of
GBP77 million (approximately $106 million), after the U.K.'s SFO
concluded its four-year investigation into bribery offenses and the
company pleaded guilty. The fine is due in 2022, and the company
plans to finance it with a capital increase of about $275 million.
The SFO's investigation created material uncertainty over the
penalty's size and the possibility that the investigation could
expand into additional territories.

At this stage, S&P assumes that Petrofac's suspension from bidding
in Saudi Arabia and the ADNOC group will not be lifted with
immediate effect, because it will take time for the companies
involved to conclude their own internal enquiries. These important
clients can contribute several billions to the annual pipeline (for
example, Aramco's capital expenditure [capex] in 2020 was about $27
billion), and once bidding becomes available to Petrofac again, S&P
could see material upside to the company's future backlog.

The transition to sustainable energies and the recovery of oil
markets are becoming a priority. As of June 30, 2021, Petrofac's
backlog was about $3.8 billion, down from $5 billion at Dec. 31,
2020, and $10.2 billion at the end of 2017. The company's
suspension from some of its key markets and the oil majors' reduced
growth appetite explain the decline in the backlog, which in turn
led to delays in new projects. Some of Petrofac's peers, such as
Saipem, Technip Energies, and Subsea7, did not experience the same
trend, because they tapped into new areas such as renewables and
liquefied natural gas (LNG) projects.

S&P said, "We assume that Petrofac will gradually rebuild its
backlog such that by 2023 it will be back above the $5 billion mark
that we see as commensurate with a higher business risk profile
assessment. The improved backlog will be driven in the short-term
by the recovery of investments in the global oil and gas (O&G)
sector, which we expect will not get back to full speed before
2022-2023. We understand that Petrofac will try to find new outlets
for its services (for example, markets in South Asia or Russia)."
Over the medium and long term, the share of new energy projects in
the backlog will increase. Such projects include offshore wind and
hydrogen, among others. Petrofac is aiming for about $1 billion of
its target of $4 billion-$5 billion in revenue by 2024-2025 to come
from new energy projects.

S&P said, "Our assessment of Petrofac's significant financial risk
profile reflects the company's commitment to achieving a net cash
position in the next few years. Post the refinancing, Petrofac's
capital structure will consist of gross debt of $600 million and
cash of about $1.1 billion (including about $400 million to repay
the U.K.'s Covid Corporate Financing Facility (CCFF) on Jan. 31,
2022, and $106 million to settle the SFO fine). In addition, the
company will have a new $180 million undrawn revolving credit
facility (RCF). Despite the projected weak results in 2021 and
2022, explained by the low orders in previous years, Petrofac would
be able to generate a positive FCF (excluding changes in working
capital), supporting the deleveraging journey it started a few
years ago. We understand that the company aims to achieve a net
cash position in 2023. For the 'BB-' rating, we expect S&P Global
Ratings debt to EBITDA between 3x-4x and an adjusted funds from
operations (FFO) to debt above 20%, assuming that working capital
changes will continue to have limited impact on the credit metrics.
Based on our projection, the company's credit metrics will remain
at the lower end of range in the coming 12 to 18 months."

The positive outlook reflects a potential upgrade in the coming
12-to-18 months if the company rebuilds its backlog while
maintaining its prudent financial policy.

An upgrade could be supported by some of the following:

-- Returning the backlog to comfortably above $5 billion;

-- Winning some projects from Saudi Aramco or ADNOC;

-- Securing new contracts in the new energies division, with
margins not falling below those of the company's other engineering
and construction projects; and

-- Maintaining its prudent financial policy, including refinancing
its debt maturities well in advance, and building some headroom
under its credit metrics.

S&P may revise the outlook to stable if Petrofac's backlog and
performance in 2021 remains unchanged in 2022 while the company's
competitors show a recovery in their backlogs. Other negative
factors include damage to Petrofac's reputation, for example, if it
fails to execute projects on time and without cost overruns.


RETIREMENT & PENSION: Declared in Default by FSCS
-------------------------------------------------
Sonia Rach at FTAdviser reports that the Financial Services
Compensation Scheme (FSCS) has declared another advice firm
involved in the British Steel pensions saga in default.

Retirement & Pension Planning Services was declared in default on
Oct. 20 after falling into liquidation in July 2018, FTAdviser
relates.

The FSCS has received 22 claims against the firm so far, FTAdviser
discloses.  Of these, two were successful, one was unsuccessful and
19 are still being assessed, FTAdviser states.  It has paid out
GBP125,000 to date, FTAdviser notes.

The advice firm, based in Barnsley, saw its pension transfer
permissions suspended amid the British Steel saga, FTAdviser
recounts.

Retirement & Pension Planning Services was one of 10 firms listed
by the Financial Conduct Authority as having had their permissions
varied in the fallout from the BSPS debacle, according to
FTAdviser.

Members of the BSPS were given until December 2017 to decide
whether to move their DB pension pots to a new plan being created,
BSPS II, or stay in the existing fund, which has since been moved
to the Pension Protection Fund, FTAdviser relates.

This meant there were thousands of scheme members looking for
financial advice at the same time, and many, as it turned out,
received unsuitable advice, FTAdviser notes.

Towards the end of 2017, Retirement & Pension Planning Services
submitted a voluntary requirement to the regulator and agreed to
cease all defined benefit pension transfer business immediately in
the wake of issues raised by the regulator, FTAdviser relays.

Meanwhile, earlier this year, the FCA provisionally fined
Retirement & Pension Planning Services' director Geoffrey Edward
Armin nearly GBP1.3 million over poor transfer advice given to
clients, including 183 steelworkers, FTAdviser discloses.

The FCA alleged he had advised a total of 422 customers on DB
transfers worth GBP125 million, FTAdviser notes.  This included 183
members of the BSPS, with transfers worth GBP74 million of which
174 transferred out of the scheme following Mr. Armin's
recommendation, FTAdviser states.

Retirement and Pension Planning Services, which is now in default,
operated a contingent charging model and received GBP2.2 million in
fees for all DB transfer advice, 55% (approximately GBP1.2 million)
of which was retained by Armin and the firm, FTAdviser relays,
citing the FCA.  




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

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
-------------------------------------------------------------
Author: Warren E. Agin
Publisher: Bowne Publishing Co.
List price: $225.00
Review by Gail Owens Hoelscher

Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over
the last 12 months! Microstrategy Inc. has roller-coasted from a
high of 333 to a low of 7 over the same period! Just when the IPO
boom is imploding and high-technology companies are running out of
cash, Warren Agin comes out with a guide to the legal issues of the
cyberage.

The word "cyberspace" did not appear in the Merriam-Webster
Dictionary until 1986, defined as "the on-line world of computer
networks." The word "Internet" showed up that year as well, as "an
electronic communications network that connects computer networks
and organizational computer facilities around the world."
Cyberspace has been leading a kaleidoscopic parade ever since, with
the legal profession striding smartly in rhythm. There is no
definition for the word "cyberassets" in the current
Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in
Cyberspace tells us what cyberassets are and lays out in meticulous
detail how to address them, not only for troubled technology
companies, but for all companies with websites and domain names.
Cyberassets are primarily websites and domain names, but also
include technology contracts and licenses. There are four types of
assets embodied in a website: content, hardware, the Internet
connection, and software. The website's content is its fundamental
asset and may include databases, text, pictures, and video and
sound clips. The value of a website depends largely on the traffic
it generates.

A domain name provides the mechanism to reach the information
provided by a company on its website, or find the products or
services the company is selling over the Internet. Examples are
Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the
value of a domain name is comparable to valuing trademark rights.
Domain names can come at a high price! Compaq Computer Corp. paid
Alta Vista Technology Inc. more than $3 million for "Altavista.com"
when it developed its AltaVista search engine.

The subject matter covered in this book falls into three groups:
the Internet's effect on the practice of bankruptcy law; the ways
substantive bankruptcy law handles the impact of cyberspace on
basic concepts and procedures; and issues related to cyberassets as
secured lending collateral.

The book includes point-by-point treatment of the effect of
cyberassets on venue and jurisdiction in bankruptcy proceedings;
electronic filing and access to official records and pleadings in
bankruptcy cases; using the Internet for communications and
noticing in bankruptcy cases; administration of bankruptcy estates
with cyberassets; selling bankruptcy estate assets over the
Internet; trading in bankruptcy claims over the Internet; and
technology contracts and licenses under the bankruptcy codes. The
chapters on secured lending detail technology escrow agreements for
cyberassets; obtaining and perfecting security interests for
cyberassets; enforcing rights against collateral for cyberassets;
and bankruptcy concerns for the secured lender with regard to
cyberassets.

The book concludes with chapters on Y2K and bankruptcy; revisions
in the Uniform Commercial Code in the electronic age; and a
compendium of bankruptcy and secured lending resources on the
Internet. The appendix consists of a comprehensive set of forms for
cyberspace-related bankruptcy issues and cyberasset lending
transactions. The forms include bankruptcy orders authorizing a
domain name sale; forms for electronic filing of documents;
bankruptcy motions related to domain names; and security agreements
for Web sites.

Bankruptcy and Secured Lending in Cyberspace is a well-written,
succinct, and comprehensive reference for lending against
cyberassets and treating cyberassets in bankruptcy cases.


[*] UK: Number of Insolvent North West Cos. Up 25% in 3Q 2021
-------------------------------------------------------------
Jon Robinson at BusinessLive reports that the number of North West
companies entering insolvency rose by almost 25% during the third
quarter compared to the prior three months, according to new
figures.

However it is more than half of the total recorded in the same
period in 2020, BusinessLive notes.

A total of 21 companies fell into administration or receivership,
up from 17 in Q2 2021, though down from the 43 seen during the same
period last year, BusinessLive discloses.

Across the UK, administrations and receiverships increased by 26%
in the third quarter of 2021 -- from 123 in Q2 2021 to 155 in Q3,
albeit this was significantly down from the 243 appointments during
the comparative period in 2020, and still at only 39% of pre-Covid
levels when compared to the 401 appointments in Q3 2019,
BusinessLive states.

According to BusinessLive, Rick Harrison, managing director and
head of the North West team at Interpath Advisory, said: "With
inflation on the rise, Covid-19 support measures, including the Job
Retention Scheme, now tailing off, and well-publicised issues
affecting global supply chains and availability of labour, it's
perhaps unsurprising that we are starting to see a modest rise in
insolvency levels as we enter the final quarter of the year."

"It's been a particularly challenging quarter for the UK's energy
sector, which is reeling from the recent spikes in wholesale gas,
coal and electricity prices to unprecedented highs," BusinessLive
quotes Andrew Stone, managing director at Interpath Advisory and
energy sector lead, as saying.

"Not only has this had an impact on energy-intensive industries
such as manufacturing, but it's also left the domestic energy
supply market in disarray with 13 retail suppliers entering into a
SOLR (supplier of last resort) process in the last eight weeks
alone, impacting over two million customers who have been switched
to new providers."



                           *********


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

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

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

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


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