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

                          E U R O P E

          Wednesday, November 3, 2021, Vol. 22, No. 214

                           Headlines



G E R M A N Y

PEACH PROPERTY: Moody's Hikes CFR to Ba2, Outlook Remains Stable


I R E L A N D

FAIR OAKS III: Fitch Assigns Final B- Rating on Class F-R Notes
PROVIDUS CLO VI: S&P Assigns Prelim. B- Rating on Cl. F Notes
VOYA EURO IV: S&P Assigns Prelim. B- Rating on Cl. F-R Notes


L U X E M B O U R G

AURIS LUXEMBOURG II: Moody's Alters Outlook on B3 CFR to Stable
LUNE HOLDINGS: Fitch Assigns 'B(EXP)' LT IDR, Outlook Stable
LUNE HOLDINGS: Moody's Assigns B1 CFR, Outlook Stable


N E T H E R L A N D S

EDML BV 2021-1: Fitch Assigns Final BB+ Rating on Class E Debt


R O M A N I A

AUTONOM SERVICES: Fitch Gives 'B(EXP)' Rating to New MTN Program


S W E D E N

[*] SWEDEN: Limited Company Bankruptcies Down 10% in October 2021


U N I T E D   K I N G D O M

BLUEGREEN: Goes Out of Business Amid High Gas Prices
BULB: UK Prepares to Use Taxpayer Cash to Prop Up Business
NMC HEALTHCARE: On Course to Exit Administration
OMNI ENERGY: Ceases Trading Amid Soaring Wholesale Gas Prices
PIERPONT BTL 2021-1: Moody's Assigns (P)Ba2 Rating to Cl. X1 Notes

PIERPONT BTL 2021-1: S&P Assigns Prelim. B- Rating on X1 Notes
SIG PLC: Moody's Assigns B1 CFR & Rates EUR300MM Secured Notes B1
SIG PLC: S&P Assigns Preliminary 'B+' ICR, Outlook Stable

                           - - - - -


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

PEACH PROPERTY: Moody's Hikes CFR to Ba2, Outlook Remains Stable
----------------------------------------------------------------
Moody's Investors Service has upgraded to Ba2 from Ba3 the
corporate family rating of Peach Property Group AG (PPG), a real
estate company focused on German residential rental properties.
Moody's also upgraded to Ba2 from Ba3 the backed senior unsecured
rating of Peach Property Finance GmbH, a wholly owned subsidiary of
PPG. The outlook on all ratings remains stable.

RATINGS RATIONALE

The upgrade to Ba2 reflects the material increase in scale, lower
leverage and a more conservative financial policy compared to when
Moody's first assigned the rating in November 2019.

PPG has more than doubled in size through several large
acquisitions since the initial rating with the number of
residential units increasing to 27,497 from 12,450, target annual
rent now at CHF139 million from CHF63.5 million and the portfolio's
market value increasing to CHF2.6 billion from CHF1.1 billion.
Furthermore, PPG has built a good track record of integrating
acquisitions while maintaining strong operating metrics.

PPG's leverage has decreased over the last few years with Moody's
adjusted gross debt / total assets expected around 55% by year-end
2021 compared to 69% at the initial rating. Moody's adjusted net
debt / EBITDA will be around the 25x by year-end 2021 and expected
to decrease below 20x by year-end 2022, a level the rating agency
considers elevated but a substantial improvement compared to much
higher levels when Moody's first assigned the rating.
Moody's-adjusted fixed charge coverage remains weak and expected to
improve to around the 2x level by year-end 2022.

PPG has a recently revised it financial policy targeting a maximum
loan-to-value (LTV) ratio of 50% in the medium term, a more
conservative policy compared to the previous 55% LTV guidance.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE CONSIDERATIONS

Governance risks taken into consideration in PPG's credit profile
include financial policies and governance regulations imposed on
the company as a result of its listing on the Swiss stock exchange.
The company has a financial policy of maintaining a 50% LTV ratio,
a well-balanced maturity profile with a mix of secured and
unsecured funding, and a dividend policy at 50% of funds from
operations.

OUTLOOK

The stable outlook reflects Moody's expectation that the company
will (1) continue to generate stable cash flow, while continuing to
improve its occupancy levels; and (2) maintain good liquidity
alongside a balanced growth strategy. The outlook also reflects a
favourable operating environment, and Moody's expectation that the
company will maintain leverage within its financial policies.

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

Moody's would consider upgrading the ratings if:

-- The company continues growing in scale and diversification and
maintains a track record of strong operating performance, along
with a balanced growth strategy and strong access to debt and
equity capital

-- Moody's-adjusted gross debt/total assets is below 55% and a
corresponding improvement in Moody's-adjusted net debt/EBITDA,
along with financial policies that support lower leverage

-- Moody's-adjusted fixed charge coverage is above 2.25x on a
sustained basis

-- The company maintains strong liquidity with a long-dated and
well staggered debt maturity profile

Moody's would consider downgrading the ratings if:

-- Moody's-adjusted gross debt/total assets is above 60% on a
sustained basis and Moody's-adjusted net debt/EBITDA does not
improve below the 20x level by year-end 2022

-- Weak operating performance and a vacancy rate that is
persistently and materially above market levels

-- Moody's-adjusted fixed charge coverage below 1.75x on a
sustained basis

-- Failure to maintain adequate liquidity or addressing upcoming
debt maturities well in advance and a balanced funding mix of
majority senior unsecured borrowing, supported by a high-quality
unencumbered asset pool

Moody's could also downgrade the backed senior unsecured instrument
rating if there was a material deterioration in the quality of the
unencumbered pool or if unencumbered assets to unsecured debt is
materially lower than its expected 1.7x level.

LIQUIDITY

PPG's liquidity is adequate. As of June 30, 2021, its sources of
liquidity were CHF135.4 million consisting of CHF76.1 million of
cash and cash equivalents and drawing capacity for general
corporate purposes under a CHF59.3 million committed term loan. The
company's internal cash sources are sufficient to cover the cash
requirements (acquisitions, capital spending and debt service) for
the next 18 months, although Moody's assumes the company will
refinance upcoming debt maturities.

STRUCTURAL CONSIDERATIONS

In line with Moody's REITs and Other Commercial Real Estate Firms
methodology, PPG's Ba2 CFR references a senior secured rating
because secured funding forms 56% of the company's funding mix as
of June 30, 2021. PPG's Ba2 backed senior unsecured debt rating is
at the same level as the Ba2 senior secured CFR because (1) Moody's
views the company's unencumbered asset pool as high quality and (2)
unsecured creditors are well covered with the ratio of unencumbered
assets to unsecured debt expected around the 1.7x level by year-end
2021.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms Methodology published in July 2021.

LIST OF AFFECTED RATINGS

Upgrades:

Issuer: Peach Property Finance GmbH

BACKED Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2
from Ba3

Issuer: Peach Property Group AG

LT Corporate Family Rating, Upgraded to Ba2 from Ba3

Outlook Actions:

Issuer: Peach Property Finance GmbH

Outlook, Remains Stable

Issuer: Peach Property Group AG

Outlook, Remains Stable

PROFILE

Peach Property Group AG is a real estate company focused on
residential investments in Germany. The company is headquartered in
Zurich and has been listed on the SIX Swiss Exchange since 2010
(market capitalisation of CHF936 million as of October 27, 2021),
with its German group headquarters in Cologne. As of June 30, 2021,
the company owned 27,497 residential units, with a total lettable
area of around 1.8 million square metres and a total market value
of CHF2.6 billion. The company's annual target rental is CHF139
million pro forma for the acquisitions.




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

FAIR OAKS III: Fitch Assigns Final B- Rating on Class F-R Notes
---------------------------------------------------------------
Fitch Ratings has assigned Fair Oaks Loan Funding III DAC's notes
final ratings.

        DEBT                      RATING              PRIOR
        ----                      ------              -----
Fair Oaks Loan Funding III DAC

Class A-R XS2392989401      LT AAAsf   New Rating    AAA(EXP)sf
Class B-1-R XS2392989666    LT AAsf    New Rating    AA(EXP)sf
Class B-2-R XS2392989823    LT AAsf    New Rating    AA(EXP)sf
Class C-R XS2392990086      LT Asf     New Rating    A(EXP)sf
Class D-R XS2392990599      LT BBB-sf  New Rating    BBB-(EXP)sf
Class E-R XS2392990672      LT BB-sf   New Rating    BB-(EXP)sf
Class F-R XS2392990755      LT B-sf    New Rating    B-(EXP)sf
Class X-R XS2392989237      LT AAAsf   New Rating    AAA(EXP)sf
M XS2233203251              LT NRsf    New Rating
Subordinated Notes          LT NRsf    New Rating
XS2233202873
Z XS2233202527              LT NRsf    New Rating

TRANSACTION SUMMARY

Fair Oaks Loan Funding III Designated Activity Company is a
securitisation of mainly senior secured obligations (at least 90%)
with a component of senior unsecured, mezzanine, second-lien loans
and high-yield bonds. Refinancing note proceeds will be used to
refinance existing notes. The portfolio has a target par of EUR350
million.

The portfolio is actively managed by Fair Oaks Capital Limited. The
collateralised loan obligation (CLO) has a four-and-a-half-year
reinvestment period and an eight-and-a-half-year weighted average
life (WAL).

KEY RATING DRIVERS

Above-Average Portfolio Credit Quality (Positive): Fitch considers
the average credit quality of obligors to be in the 'B' category.
The Fitch weighted average rating factor (WARF) of the current
portfolio is 23.9.

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 current portfolio is 63.5%.

Diversified Asset Portfolio (Positive): The transaction has a
concentration limit for the 10 largest obligors of 18%. 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 the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Positive): 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.

Reduced Risk Horizon (Positive): Fitch's analysis of the matrix in
effect on the closing date is based on a stressed-case portfolio
with a 7.5-year WAL. Under the agency's CLOs and Corporate CDOs
Rating Criteria, the WAL used for the transaction stress portfolio
was 12 months less than the WAL covenant to account for structural
and reinvestment conditions after the reinvestment period,
including the overcollateralisation tests, Fitch WARF test and
Fitch 'CCC' limitation passing after reinvestment. When combined
with loan pre-payment expectations, this ultimately reduces the
maximum possible risk horizon of the portfolio.

Forward Matrix (Neutral): The transaction includes two Fitch
matrices. One is effective at closing and another will be used by
the manager at any time one year after closing as long as the
aggregate collateral balance (including defaulted obligations at
their Fitch collateral value) is above target par. Both have a
top-10 obligor concentration limit at 18% and fixed-rate asset
limit at 10%.

RATING SENSITIVITIES

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

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

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

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

-- A 25% reduction of the mean RDR across all ratings and a 25%
    increase in the RRR across all ratings would result in
    upgrades of no more than five notches across the structure,
    apart from 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-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

Fair Oaks Loan Funding III DAC

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.


PROVIDUS CLO VI: S&P Assigns Prelim. B- Rating on Cl. F Notes
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Providus CLO VI DAC's class A, B-1, B-2, C, D, E, and F notes. At
closing, the issuer will also issue unrated subordinated notes.

Under the transaction documents, the rated notes 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 4.7
years after closing, and the portfolio's maximum average maturity
date will be approximately 8.5 years after closing

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     2,817.85
  Default rate dispersion                                 508.48
  Weighted-average life (years)                             5.56
  Obligor diversity measure                               128.26
  Industry diversity measure                               18.13
  Regional diversity measure                                1.45

  Target Portfolio Key Metrics
                                                         CURRENT
  Total par amount (mil. EUR)                                400
  Defaulted assets (mil. EUR)                                  0
  Number of performing obligors                              164
  Portfolio weighted-average rating
   derived from our CDO evaluator                            'B'
  'CCC' category rated assets (%)                           1.75
  'AAA' weighted-average recovery (%)                      35.57
  Weighted-average spread (%)                               3.79
  Weighted-average coupon (%)                               4.37

S&P said, "Our preliminary ratings reflect our assessment of the
collateral portfolio's credit quality, which has a weighted-average
rating of 'B'. We consider the portfolio to 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 EUR400 million par amount,
a weighted-average spread of 3.69%, and the actual weighted-average
recovery rates for all rating levels. 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 expect the issuer to 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 to E 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 preliminary ratings on the
notes. 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 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 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 model generated break-even default rate at the 'B-' rating
of 27.72% (for a portfolio with a weighted-average life of 5.56
years), versus if it wes to consider a long-term sustainable
default rate of 3.1% for 5.56 years, which would result in a target
default rate of 17.24%.

-- The actual portfolio is generating higher spreads versus what
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 chance 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
preliminary 'B- (sf)' rating assigned.

-- Following S&P's analysis of the credit, cash flow,
counterparty, operational, and legal risks, it believes that its
preliminary 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, "How Credit Distress Due To COVID-19 Could Affect
European CLO Ratings," published on April 2, 2020.

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

Environmental, social, and governance (ESG) 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 certain activities,
including, but not limited to, the following industries:
manufacture or marketing of controversial weapons, tobacco or
tobacco-related products, nuclear weapons, mining or
electrification of thermal coal, oil sands extraction, gambling
platforms, pornography or prostitution, or opioid manufacturing and
distribution. 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."

Providus CLO VI 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. Permira
European CLO Manager LLP will manage the transaction.

  Ratings List

  CLASS    PRELIM    PRELIM     SUB (%)    INTEREST RATE*
           RATING    AMOUNT
                    (MIL. EUR)
  A        AAA (sf)   244.70    38.83    Three/six-month EURIBOR
                                         plus 0.97%

  B-1      AA (sf)     26.00    28.58    Three/six-month EURIBOR
                                         plus 1.70%

  B-2      AA (sf)     15.00    28.58    2.05%

  C        A (sf)      27.80    21.63    Three/six-month EURIBOR
                                         plus 2.10%

  D        BBB (sf)    26.90    14.90    Three/six-month EURIBOR
                                         plus 3.20%

  E        BB- (sf)    21.00     9.65    Three/six-month EURIBOR
                                         plus 6.11%

  F        B- (sf)     11.60     6.75    Three/six-month EURIBOR
                                         plus 8.75%

  Sub. Notes   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.


VOYA EURO IV: S&P Assigns Prelim. B- Rating on Cl. F-R Notes
------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to Voya
Euro CLO IV DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R
notes. At closing, the issuer also will issue unrated subordinated
notes.

The transaction is a reset of an existing transaction, which closed
in May 2020.

The proceeds from the issuance will be used to redeem the existing
rated notes. The issuer will use the remaining funds to cover fees
and expenses incurred in connection with the reset. The portfolio's
reinvestment period is scheduled to end on the payment date in July
2026.

The preliminary ratings 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.

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line its counterparty rating framework.

  Portfolio Benchmarks
                                                         CURRENT
  S&P Global Ratings weighted-average rating factor     2,794.41
  Default rate dispersion                                 420.70
  Weighted-average life (years)                             5.37
  Obligor diversity measure                               156.62
  Industry diversity measure                               19.47
  Regional diversity measure                                1.25


  Transaction Key Metrics
                                                         CURRENT
  Total par amount (mil. EUR)                                375
  Defaulted assets (mil. EUR)                                  0
  Number of performing obligors                              197
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                         'B'
  'CCC' category rated assets (%)                           0.27
  Covenanted 'AAA' weighted-average recovery (%)           35.00
  Covenanted weighted-average spread (%)                    3.60
  Covenanted weighted-average coupon (%)                    4.00

Under the transaction documents, the refinanced notes will pay
quarterly interest unless there is a frequency switch event.

The manager may purchase loss mitigation obligations in connection
with the default of an existing asset to enhance the global
recovery on the assets held by that obligor. The manager may also
exchange defaulted obligations for other defaulted obligations from
a different obligor with a better likelihood of recovery.

S&P said, "Our preliminary ratings reflect our assessment of the
collateral portfolio's credit quality. Therefore, we have conducted
our credit and cash flow analysis by applying our criteria for
corporate cash flow collateralized debt obligations.

"In our cash flow analysis, we used the EUR375 million target par
amount, the covenanted weighted-average spread (3.60%), the
reference weighted-average coupon (4.00%), and the covenant
weighted-average recovery rates for all rating categories as
indicated by the collateral manager.

"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.

"Following our analysis of the reset notes, we believe our
preliminary ratings are commensurate with the available credit
enhancement for the class A-R to E-R reset notes. Our credit and
cash flow analysis also 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 will be in its reinvestment
phase, during which the transaction's credit risk profile could
deteriorate, we have capped our assigned preliminary ratings on the
notes.

"For the class F-R notes, our credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses that are commensurate with a 'CCC' rating. However,
following the application of our 'CCC' ratings criteria, we have
assigned a preliminary 'B-' rating to this class of notes."

The two notches of ratings uplift (to 'B-') from the model
generated results (of 'CCC'), reflects several key factors,
including:

-- The available credit enhancement for this class of notes, which
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, which is similar to
other recent CLOs.

-- S&P's model generated breakeven default rate at the 'B-' rating
level, which is 26.54% (for a portfolio with a weighted-average
life of 5.37 years) versus if it was to consider a long-term
sustainable default rate of 3.10% for 5.37 years, which would
result in a target default rate of 16.64%.

-- The actual portfolio generating higher spreads and recoveries
versus the covenanted thresholds that we have modelled in S&P's
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-R notes is commensurate with the
'B- (sf)' preliminary rating assigned.

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

"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned preliminary rating levels.

"At closing, we expect the issuer to be bankruptcy remote, in
accordance with our legal criteria."

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
(non-exhaustive list): tobacco, controversial weapons, and thermal
coal and fossil fuels from unconventional sources. Accordingly,
since the exclusion of assets from these industries does not result
in material differences between the transaction and our ESG
benchmark for the sector, no specific adjustments have been made in
our rating analysis to account for any ESG-related risks or
opportunities."

  Ratings List

  CLASS    PRELIM.    PRELIM.     INTEREST RATE§       CREDIT
           RATING*    AMOUNT                       ENHANCEMENT (%)
                     (MIL. EUR)              
  A-R      AAA (sf)    232.50    Three-month EURIBOR     38.00
                                 plus 0.97%

  B-1-R    AA (sf)      31.30    Three-month EURIBOR     27.79
                                 plus 1.75%

  B-2-R    AA (sf)       7.00    2.00%                   27.79

  C-R      A (sf)       25.50    Three-month EURIBOR     20.99
                                 plus 2.20%

  D-R      BBB (sf)     23.60    Three-month EURIBOR     14.69
                                 plus 3.10%

  E-R      BB- (sf)     18.80    Three-month EURIBOR      9.68
                                 plus 6.16%

  F-R      B- (sf)      10.90    Three-month EURIBOR      6.77
                                 plus 8.75%

  Sub      NR           31.70    N/A                       N/A

*The ratings assigned to the class A-R, B-1-R, and B-2-R notes
address timely interest and ultimate principal payments. The
ratings assigned to the class C-R, D-R, E-R, and F-R notes address
ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

NR--Not rated.
N/A--Not applicable.




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

AURIS LUXEMBOURG II: Moody's Alters Outlook on B3 CFR to Stable
---------------------------------------------------------------
Moody's Investors Service has changed the outlook of Auris
Luxembourg II S.A. (WS Audiology or WSA or the company) and Auris
Luxembourg III S.a r.l. to stable from negative. Concurrently,
Moody's has affirmed all ratings of Auris Luxembourg II S.A. and
Auris Luxembourg III S.a r.l. Finally, there will be a EUR100
million fungible add-on to the senior secured Term Loan B1 due
2026. The EUR100 million add-on will be used to repay the EUR100
million existing side-car facility issued in June 2020.

RATINGS RATIONALE

The change of outlook to stable from negative reflects the
improvement in WSA's operating performance over the last 12 months
namely a recovery of the top line, an improvement in margins and a
better free cash flow (FCF) generation. The better operating
performance was driven by a recovery of the demand to pre-pandemic
level but also progress made by the company in terms of synergies
realization from the Sivantos/Widex merger, decrease in
normalization items and investments made to maintain an attractive
product offering.

Despite these improvements, credit metrics remain weak for the B3
category in particular the Moody's adjusted debt / EBITDA estimated
at 10.2x for the FY 2021 (ending September). As a result, WSA's B3
Corporate Family Rating (CFR) is weakly positioned. The stable
outlook incorporates Moody's expectation that WSA's credit metrics
will further improve in the next 12-18 months driven by organic top
line growth and further margin improvements as the company
implements the latest planned merger synergies. Top line growth
will be driven by the underling market growth potential estimated
at around 5% and the company ability to capture this demand thanks
to an adequate pipeline of products. The rating action is based on
the expectation that WSA will manage potential supply chain
disruptions which are currently evidenced for numerous sectors. WSA
generated positive FCF for the FY 2021 (ending September) and
Moody's forecasts that the company will generate positive FCF for
FY 2022 (ending September) and as a result will maintain an
adequate liquidity, an important driver of today's change of
outlook to stable.

WSA's ratings are constrained by (1) the company's still weak
credit metrics; (2) the risks stemming from the market's perception
of products, technological development and supplier concentration;
and (3) pricing pressure, although partially offset by the
company's relatively rapid product development cycle and continuous
cost savings.

Conversely, WSA's ratings are supported by (1) the company's good
position within the consolidated hearing aid market globally; (2)
operations in an industry with low cyclical demand and good organic
growth prospects in the medium term; and (3) good diversification
in terms of geography, distribution channel and brand.

OUTLOOK

The stable outlook assumes that the company will maintain its
current market positioning and that organic growth coupled with
further profitability improvements will drive gradual deleveraging
from the current elevated level and positive FCF generation going
forward. The stable outlook also assumes that the company's
investment plans or M&A strategy will not delay expected leverage
improvements.

LIQUIDITY

The current rating reflects Moody's assumption that WSA will
maintain adequate liquidity at any time, supported by shareholders
in case of need. WSA's liquidity is adequate, based on the
company's EUR143 million of cash balance as of September 2021;
EUR91 million drawn under the EUR260 million revolving credit
facility (out of which around EUR9 million are not available
because used for guarantees); Moody's expectation that the
company's FCF will be positive for the FY 2022 (ending September);
and still long-dated maturities, with the revolving credit facility
maturing in 2025, the senior term loan maturing in 2026 and the
second-lien term loan maturing in 2027.

In June 2020, the company agreed with the lenders of its revolving
credit facility to amend the covenant from a springing flat net
leverage covenant at 9.17x (secured net leverage) to a minimum
liquidity covenant of EUR50 million (defined as all cash on balance
sheet, including trapped cash and available banking lines) tested
monthly until December 2021. Starting January 2022, the company
will move back to the former springing secured net leverage
covenant (< 9.17x), tested when the revolving credit facility is
drawn by more than 40%. As of September 2021, WSA's secured
net leverage, as calculated by the company, reached 7.1x.

ESG CONSIDERATIONS

In terms of social considerations, WSA sells its products in 125
markets where it is exposed to regulation and reimbursement
schemes, which are important drivers of its credit profile. The
industry also faces the risk of data leaks from cyberattacks, which
could harm the company's reputation and, ultimately, affect
revenue and profitability. Moody's regards the pandemic as a
social risk under its ESG framework, given the substantial
implications for public health and safety.

In terms of governance considerations, the company is owned by the
private-equity firm EQT and the Topholm and Westermann families.
Because of the private-equity ownership, Moody's expect the
company's financial policy to favour shareholders over
creditors, as illustrated by its high leverage and history of
debt-financed acquisitions. Other governance risks would be any
potential failure in internal control, which would result in a loss
of accreditation or reputational damage and, in return, harm the
company's credit profile.

STRUCTURAL CONSIDERATIONS

The senior secured term loans (euro and US dollar tranches) and the
revolving credit facility are rated B3, in line with the corporate
family rating (CFR), reflecting a limited loss-absorption buffer
provided by the subordinated EUR525 million second-lien term loan.
The B3-PD probability of default rating, in line with the B3 CFR,
reflects Moody's 50% corporate family recovery assumption.

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

Because of the weak positioning of the rating, upward rating
pressure is unlikely to emerge in the short term. Upward rating
pressure could develop in the medium term if WSA maintains its
leading market position; improves its Moody's-adjusted
debt/EBITDA sustainably below 6.5x; and maintains meaningful
positive FCF sustainably.

Downward rating pressure could develop if WSA's market
position deteriorates or supply chain challenges emerge;
Moody's-adjusted debt/EBITDA does not improve from the high
level at present towards 8x; FCF turns negative or liquidity
deteriorates.

LIST OF AFFECTED RATINGS:

Issuer: Auris Luxembourg II S.A.

Affirmations:

LT Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Outlook Actions:

Outlook, Changed To Stable From Negative

Issuer: Auris Luxembourg III S.a r.l.

Affirmations:

Senior Secured Bank Credit Facility, Affirmed B3

Outlook Actions:

Outlook, Changed To Stable From Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Medical
Products and Devices published in October 2021.

COMPANY PROFILE

On March 1, 2019, Sivantos and Widex announced that they had
successfully completed their merger and they now operate under a
new company, WS Audiology (WSA). WSA operates in 125 markets,
generates revenue of around EUR1.7 billion and holds a leading
position as a manufacturer of hearing aids globally. The group is
owned by EQT, and the Topholm and Westermann families, and has dual
headquarters in Lynge (Denmark) and Singapore.


LUNE HOLDINGS: Fitch Assigns 'B(EXP)' LT IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has assigned Lune Holdings S.a.r.l. (Kem One) an
expected Long-Term Issuer Default Rating of 'B(EXP)' with a Stable
Outlook, and an expected senior secured rating of 'B(EXP)' with a
Recovery Rating of 'RR4' to the proposed EUR450 million seven-year
notes.

The IDR reflects Kem One's concentrated business profile as a
regional integrated producer of polyvinyl chloride (PVC), its
significant exposure to the construction sector and raw material
prices volatility, its vulnerability to production issues, and
moderate scale. It also captures a reduced supplier dependency and
a conservative financial leverage. Fitch expects that funds from
operations (FFO) gross leverage will remain below 4x until 2024.

Apollo Global Management Inc owns Lune Holdings S.a.r.l., and will
use this entity to acquire K1 Group SAS, which controls Kem One
SAS. The expected IDR is based on the expected capital structure of
Lune Holdings S.a.r.l. Fitch will assign final ratings on receipt
of final documentation conforming to the information reviewed.

KEY RATING DRIVERS

Regional PVC Producer: Kem One is the second-largest PVC producer
in western Europe behind Inovyn (part of Ineos Quattro Holdings
Limited; BB/Stable), albeit with a moderate scale. However, its
direct access to the Mediterranean Sea provides a competitive
advantage as it can access fast-growing export markets in the
Middle East, Africa or south east Asia. Although exports only
account for about 16% of revenues, they support a tighter supply in
southern Europe, where Kem One has the strongest positions.

Exposure to Construction Sector: Kem One is exposed to the
cyclicality of the construction sector as its key end-market,
although current demand and growth expectations are relatively
robust, especially in emerging markets. Its limited regional
diversification also exacerbates the company's exposure to a
downturn of the construction sector in western Europe, its main
geography of operations.

Caustic Soda: As caustic soda is a co-product of chlorine
production, a diverging demand pattern in caustic soda's end
markets can offset the dynamics of PVC operations due to
countercyclicality of caustic soda and PVC pricing benefitting Kem
One as an integrated producer. European chlor-alkali capacity has
been rationalised since the ban of mercury cells in 2017, which has
supported the regional caustic soda price.

Concentrated Assets: Fitch believes that Kem One's concentrated
manufacturing around two chlor-alkali plants exposes the company to
cash-flow volatility in case of unforeseen production disruptions,
as seen over the past years. The company is also exposed to the
price volatility of ethylene, a main raw material, and to supplier
concentration, although Fitch expects this to be more diversified.

Fitch expects the near-completion of construction of an ethylene
import terminal to mitigate ethylene supply disruption risk, which
was the main reason for a significantly lower utilisation rate than
peers. However, further operational improvements will be needed to
reduce unplanned outages and raise the utilisation rate to be in
line with the industry average. Scheduled turnarounds every six
years are mitigated by vinyl chloride monomer inventory build-up.

Moderate Capex Execution Risk: In Fitch's view, the conversion of
the Fos-sur-Mer cells to a bi-polar membrane has limited execution
risk as this is an established technology already deployed at the
Lavera site in 2017. Expected savings from the project will be
material from 2025, comparable to the benefits of the conversion of
the Lavera plant, and mainly consisting of reduced electricity and
steam consumption per unit of chlorine, as well as reduced annual
maintenance and better-quality caustic soda. The expected capital
structure will provide Kem One with sufficient financial
flexibility to carry out this third large investment, which will
improve the company's competitiveness.

Tight PVC Market: Fitch expects Kem One to generate a record EBITDA
of EUR224 million in 2021 under Fitch's rating case assumptions,
more than twice the average EBITDA of the past four years. Strong
demand coupled with tight supply has driven the chlorovinyl spread
(a profitability benchmark of integrated PVC producers) to
unprecedented levels. Although Fitch expects a progressive
moderation of prices, Fitch believes that medium-term prices are
likely to continue to be supported by demand growth outpacing
supply increases.

Moderate Mid-Cycle Leverage: Fitch forecasts FFO gross leverage to
increase to 3.7x by 2023 from 2.2x in 2021, as the current year
represents an outlier in Fitch's view. Kem One's higher production
levels from the more reliable supply, its better margins from
negotiated ethylene discounts and further upside from operational
improvements or potential importing of US ethylene will mitigate
potential market weakness. In Fitch's view, the opening leverage at
the completion of the transaction reflects a higher degree of
conservatism than typically seen in the acquisition of chemical
assets by private equity sponsors.

DERIVATION SUMMARY

Kem One has a similar asset concentration and commodity focus as
Petkim Petrokimya Holdings A.S. (B+/Stable), but is smaller, has a
weaker end-market diversification, more volatile cash flows and
Fitch expects it to be more leveraged through the cycle.

Nobian Holding 2 B.V. (B+/Stable) operates within the same
chlor-alkali value chain but is not integrated into PVC production.
Nobian's margins are significantly higher, and the company benefits
from strong barriers to entry as it is the leading European
merchant of high-purity salt and supplies chlorine by pipeline to a
captive clientele of large chemical manufacturers. Although its
leverage is higher, it has a better earnings visibility due to
long-term contracts with take-or-pay clauses, backward integration
and much larger scale.

Root Bidco S.a.r.l. (B/Stable) is a manufacturer of crop
protection, bio-nutrition and bio-control products. It is
significantly more leveraged than Kem One, but generates more
stable cash flows, higher margins, benefits from a more diversified
portfolio of products and raw materials, and operates in fast
growing markets serving the resilient agriculture industry.

Roehm Holding GmbH (B-/Stable) is a partly integrated producer of
methyl methacrylates (MMA). It is larger, more geographically
diversified and more profitable than Kem One. However, it is also
exposed to cyclical end-markets and to volatility in raw material
and MMA prices, and is significantly more leveraged.

KEY ASSUMPTIONS

-- Total annual volumes sold of 1.4 million tonnes on average in
    2021-2024;

-- EBITDA margin to grow to 18% in 2021, and to decrease to 13%
    on average in 2022-2024;

-- Capex in line with Kem One's management's expectations;

-- No dividend or M&A.

Key Recovery Analysis Assumptions

The recovery analysis assumes that Kem One would be reorganised as
a going-concern (GC) in bankruptcy rather than liquidated.

The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level upon which Fitch bases the
enterprise valuation (EV).

The GC EBITDA of EUR85 million reflects prolonged oversupply
negatively affecting margins, and corrective measures, such as
cost-cutting efforts or asset rationalisation, to offset the
adverse conditions.

An EV multiple of 4x is applied to the GC EBITDA to calculate a
post-reorganisation enterprise value, in line with commodity
chemicals peers with concentrated assets, and in line with the
transaction valuation.

Fitch assumes the EUR100 million RCF to be fully drawn, ranking
super senior and the EUR30 million factoring contract to be
substituted by an equivalent super senior facility, in line with
Fitch's criteria.

After deduction of 10% for administrative claims, Fitch's waterfall
analysis generated a waterfall-generated recovery computation
(WGRC) in the 'RR4' band, indicating an expected 'B(EXP)' rating
for the proposed senior secured notes. The WGRC output percentage
on current metrics and assumptions is 39%.

RATING SENSITIVITIES

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

-- FFO gross leverage maintained below 3.0x on a sustainable
    basis;

-- A record of stable production at an increased utilization
    rate;

-- EBITDA margin above 12% on a sustained basis;

-- Positive FCF on a sustained basis.

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

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

-- Negative FCF on a sustained basis;

-- Recurring production disruption preventing from a sustainable
    improvement of profitability.

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: Upon completion of the transaction, Fitch
expects Kem One's liquidity to be about EUR200 million, evenly
split between cash on balance sheet and a fully undrawn RCF. This
provides a comfortable cash buffer to carry out its investment
programme, which includes the conversion of the electrolysis at its
Fos-sur-Mer facility by the end of 2024. Financial debt is expected
to be mainly composed of the proposed seven-year EUR450 million
senior secured notes. Fitch expects Kem One to generate positive
FCF in the next three years, meaning that the company would have
sufficient financial flexibility to engage in other projects or
acquisitions.

ISSUER PROFILE

Kem One is an integrated producer of PVC based in France with
production capacity of 1.6 million tonnes (52% PVC, 40% caustic
soda, 7% chloromethanes). Its assets are concentrated in the
south-east of France, which provides access to the Mediterranean
Sea.

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.


LUNE HOLDINGS: Moody's Assigns B1 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating and
a B1-PD probability of default rating to Lune Holdings S.a.r.l.
(the "Issuer", "Kem One", "the company"). Concurrently, Moody's
assigned a B2 instrument rating to the proposed EUR450 million
senior secured notes due 2028. The outlook on the ratings is
stable.

The proceeds from the transaction along with an equity contribution
will be used to finance the proposed acquisition of K1 Group SAS
and its subsidiaries (part of Kem One's perimeter) as well as to
repay an existing shareholder loan and associated transaction
fees.

RATINGS RATIONALE

The B1 CFR takes into account (1) Kem One's strong PVC market
position in Western Europe with leading market share in France and
Italy; (2) its backward integration into salt and chlorine and good
access to the Mediterranean Sea through its locations in the Rhone
Valley; (3) its track record in executing multi-year large
investment programmes that increase efficiencies and deliver
recurring cost savings; and (4) its good liquidity with EUR106
million starting cash and access to an undrawn EUR100 million
committed revolving credit facility (RCF).

Conversely, the B1 CFR also reflects (1) the narrow focus of the
company with regional (Western Europe), product (general PVC), end
market (building, construction, infrastructure) and feedstock
(ethylene) concentration; (2) exposure to commoditized products
which results in volatile operating performance; (3) the challenge
to pass on input cost inflation on a timely basis to protect
margins; (4) the low historical utilization rate (70.3% in 2020)
compared to industry average utilization rate (85.4%); (5)
competition from larger, more diversified and better capitalized
peers; and (6) risks related to its private equity ownership which
could potentially result in re-leveraging for return of capital or
debt-funded acquisitions.

Moody's expects minimum EUR19 million recurring annual EBITDA
improvements from the new ethylene terminal, with potential for
incremental cost benefits of EUR12 to EUR15 million from improved
throughput, insourced maintenance and procurement and logistics
savings. Specifically, Moody's expects Kem One's utilization rate
to improve from 2022 onwards when it has access to the new
terminal, which is likely to improve reliability of ethylene
supplies and therefore output at its Fos and Lavera plants. These
plants have so far been single-sourced.

Moody's also views the planned Fos conversion as credit positive,
and Kem One demonstrated the conversion of the membrane technology
at its Lavera plant, which lowers execution risk. The conversion
will reduce the company's CO2 footprint by lowering the steam and
electricity inputs, and it enhances the cost position with targeted
recurring savings of EUR35 million from 2025 onwards. The company
will invest EUR115 million (net of subsidies) over 2022-2024 for
the conversion, which it has pre-funded with EUR80 million of cash
as of transaction close.

The B1 CFR incorporates potential price fluctuations and margin
compression and assumes average Moody's-adjusted EBITDA of around
EUR150 million over the period 2022-2025. By far the single most
material and volatile input is ethylene. The price of ethylene is
tied to oil and naphtha prices; price fluctuations can influence
productions costs and margins if the company is not able to pass
higher costs on to customers on a timely basis. Some customer
contracts include selling price provisions that include raw
material price indexation which can mitigate price fluctuations,
although with a certain time lag.

The B1 rating also factors in potential margin volatility that
could result from competition, product and input price
fluctuations, which can lead to significant effects on other key
credit metrics such as leverage, EBITDA and cash flows.

ESG CONSIDERATIONS

Regulation of plastic has not been favourable but has so far been
focused on single-use plastics. Only a relatively small portion of
PVC is used for single-use plastics while the majority of PVC's end
uses, such as window frames, flooring, and pipes, have a long life,
in some instance up to 30 years. In addition, the production
process is energy intensive and uses ethylene as the main
feedstock. Further regulation, such as additional taxation on CO2
emissions or the promotion of alternative materials such as wood
and steel, could result in lower demand for PVC or in lower margins
if the cost of regulation cannot be passed on.

Kem One has been mitigating the risk of further regulation by
lowering its CO2 footprint. Following the phasing out of
mercury-based technology in Europe, Kem One in the period 2014-2017
converted its diaphragm and mercury technology at its Lavera plant
for an investment of EUR167 million (gross of subsidies). Kem One
has been benefiting from estimated annual EBITDA improvements of
around EUR38 million, including variable cost savings. The improved
energy and steam efficiencies had also a positive impact on the
company's CO2 emissions. As the company intends to replicate the
conversion of a new membrane technology at its Fos plant, Moody's
expect further improvements with regards to the company's carbon
footprint.

Kem One will be controlled by funds managed by Apollo. The private
equity business model typically involves an aggressive financial
policy and a highly leveraged capital structure to extract value.
Governance is also comparatively less transparent for many private
equity owned companies. At this point, the company has no track
record with regards to acquisitions and the integration of assets.
Kem One has been reporting under French GAAP and management has
made a number of adjustments to historical financials that differ
from Moody's adjustments. Various levels of EBITDA laid out in the
offering memorandum add complexity to the 'cleanliness' of EBITDA.

LIQUIDITY PROFILE

Good liquidity supports Kem One's B1 CFR. At closing of the
transaction Kem One will have access to EUR106 million of cash,
EUR80 million of which is earmarked to pre-fund the 3-year
investment (2022-2024) into the membrane conversion at its Fos
plant. Moody's expects average mid-cycle funds from operations
(FFO) of around EUR150 million and balance sheet cash to be
sufficient to cover working cash of around EUR30 million, working
capital swings of up to EUR15 million and annual maintenance capex
of 3.5% of sales, or around EUR35 million per year, in addition to
the EUR115 million Fos conversion (net of subsidies) over the same
time period. Kem One will also have access to an undrawn (at
closing) EUR100 million revolving credit facility due 2028. The RCF
has a 5.25x springing senior secured leverage covenant which will
be tested on a quarterly basis when RCF is drawn by at least 40%
starting from the third full financial quarter after the
transaction closure. Under Moody's base case scenario, we do not
expect this covenant to be tested in the next 12-18 months.

STRUCTURAL CONSIDERATIONS

The B2 bond rating is one notch below the B1 CFR. This reflects the
structural subordination of the proposed bonds relative to the
super senior RCF. The notes also rank behind the operating
companies' liabilities, including trade payables, operating leases,
and pension liabilities, because of the limitations of guarantees
from operating subsidiaries and a weak security package comprised
of pledges on shares, bank accounts, intercompany loans. The B1-PD
probability of default rating, in line with the B1 CFR, reflects
Moody's standard average 50% corporate family recovery rate
assumption.

OUTLOOK

The stable outlook assumes that Kem One achieves minimum EUR19
million of recurring savings from the start of its ethylene
terminal in 2022 and that its Fos membrane conversion investment
over the period 2022-2024 is built on time and on budget. It also
assumes that the company maintains Moody's-adj EBITDA margins of
12-15% and Moody's-adj gross leverage of 2.5x -4.5x and good
liquidity.

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

Upward pressure on the ratings would build with evidence of and
expectations for sustained (1) Moody's-adj debt/EBITDA of below
2.5x, (2) EBITDA margins in excess of 15%, (3) FCF to debt after
(excluding) investments for the Fos conversion in high single
digits as a percent of debt. An upgrade would also require the
company to maintain a solid liquidity profile and to establish a
track record of and commitment to balancing shareholder with
creditor interests.

The ratings could be downgraded if Kem One's (1) EBITDA margins
approached 10%, (2) Moody's-adj gross leverage were in excess of
4.5x on a sustained basis, (3) FCF after (excluding) investments
for the Fos conversion project turned negative or its liquidity
profile deteriorated, (4) evidence of or expectations of a more
aggressive financial policy exhibiting shareholder returns or
debt-financed acquisitions were adopted.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Kem One, with headquarters in Lyon/France and its legal domicile in
Luxembourg, is one of Europe's largest polyvinyl chloride (PVC) and
caustic soda producers. Its main production sites are clustered in
the Rhone Valley and in the Bouche du Rhone area (near/at the
French Mediterranean cost) with good access to infrastructure such
as pipelines, terminals and transport. The company has leading
market positions in southern Europe, including France and Italy,
whilst it has limited sales exposure to northern European
countries. In 2020 the company had net revenue of around EUR820
million and reported EBITDA of EUR73 million. Funds of Apollo will
become owners of Kem One once the proposed transaction closes which
(expected to be by year-end 2021).




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

EDML BV 2021-1: Fitch Assigns Final BB+ Rating on Class E Debt
--------------------------------------------------------------
Fitch Ratings has assigned EDML 2021-1 B.V. final ratings, as
follows:

     DEBT              RATING              PRIOR
     ----              ------              -----
EDML 2021-1 B.V.

A XS2390856446    LT AAAsf  New Rating    AAA(EXP)sf
B XS2390856529    LT AA+sf  New Rating    AA+(EXP)sf
C XS2390856875    LT A+sf   New Rating    A+(EXP)sf
D XS2390856958    LT Asf    New Rating    A(EXP)sf
E XS2390858061    LT BB+sf  New Rating    BB+(EXP)sf
F XS2390858228    LT NRsf   New Rating
RS                LT NRsf   New Rating

TRANSACTION SUMMARY

EDML 2021-1 is a static securitisation of prime Dutch mortgage
loans originated by Elan Woninghypotheken B.V. (Elan, formerly
known as Dynamic Credit Woninghypotheken B.V.). The loans were sold
by Elan, while Quion administers, originates and services the
portfolio on Elan's behalf.

KEY RATING DRIVERS

Low Modelled Loss: The transaction is a refinancing of the existing
DCDML 2016-1 and EDML 2018-2 deals. Further assets were added from
the Elan's book that are comparable in their credit
characteristics. A low indexed current loan-to-value results in
high recovery projections. Resulting loss assumptions are floored
at Fitch's minimum loss level, eg 4% in a 'AAA' scenario.

Interest Rate Risk Addressed: Mismatches between the fixed-rate
loans (99.9%) and the floating-rate notes are hedged through an
interest rate swap. Interest on the loans will reset at some point
to another fixed rate, as is typical for Dutch mortgages. Any
change in the asset yield is reflected in a simultaneous change in
the swap rate. The interest rate policy outlines provisions to set
a loan interest rate at least 0.9% over the swap rate.

Interest Deferral Permitted: The transaction documents allow for
interest to be deferred on notes until they become the most senior
in the structure. Once a class of notes becomes most senior, only
the non-payment of interest from the recent accrual period will
trigger an event of default, while previously accrued interest is
to be repaid by the final maturity date. Principal funds can be
used to pay deferred interest on the most senior notes.

Counterparty Risks Addressed: Commingling risk is adequately
addressed by the use of a collection foundation account (CA) and
remedial actions for the collection account bank, in line with
Fitch's criteria. Payment interruption risk (PIR) for the class A
and B notes is addressed by a non-amortising liquidity facility,
while in Fitch's view the PIR for lower-ranking notes, rated up to
'A+sf' is adequately reduced by structural features, including the
CA and the servicing set-up. Replacement provisions for the issuer
and collection account bank, as well for the servicer are clear and
concise.

RATING SENSITIVITIES

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

-- Material increases in the frequency of defaults and loss
    severity on defaulted receivables producing losses greater
    than Fitch's base case expectations may result in negative
    rating action on the notes.

-- Fitch's analysis revealed that a 15% increase in the weighted
    average foreclosure frequency (WAFF), along with a 15%
    decrease in the weighted average recovery rate (WARR), would
    imply a downgrade of the class A notes to 'AA+sf', class B
    notes to 'AA-sf', class C notes to 'Asf', class D notes to
    'BBB+sf' and class E notes to 'CCC'.

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

-- Fitch's analysis shows that a 15% decrease in the WAFF, along
    with a 15% increase in the WARR would imply an upgrade of the
    class B notes to 'AAAsf', the class C notes would remain at
    'A+sf', an upgrade of the class D notes to 'A+sf' and an
    upgrade of the class E notes to 'Asf'.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

ESG CONSIDERATIONS

EDML 2021-1 B.V. has an ESG Relevance Score of '4' for Data
Transparency & Privacy due to {DESCRIPTION OF ISSUE/RATIONALE},
which has a negative impact on the credit profile, and is relevant
to the rating[s] in conjunction with other factors.

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




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

AUTONOM SERVICES: Fitch Gives 'B(EXP)' Rating to New MTN Program
-----------------------------------------------------------------
Fitch Ratings has assigned Autonom Services S.A.'s proposed Medium
Term Notes (MTN) Program an expected senior unsecured debt rating
of 'B(EXP)'/'RR5'. Fitch has also placed the 'B-'/'RR6' senior
unsecured debt rating of Autonom's EUR20 million outstanding bonds
(ISIN ROQJ7UBXL253) on Rating Watch Positive (RWP). In addition,
Fitch has affirmed Autonom's Long-Term Issuer Default Rating (IDR)
at 'B+'. The Rating Outlook is Stable.

The actions on the senior unsecured debt ratings reflect an upward
revision of recovery expectations for senior unsecured creditors,
as the share of secured debt will decrease following planned
issuance in 4Q21 under Autonom's MTN Program. The affirmation of
Autonom's IDR reflects Fitch's incrementally higher tolerance for
leverage (forecast gross debt to tangible equity at 5.7x at
end-1H21, from 4.3x at end-1H21), given a track record of more
resilient asset quality and high internal capital generation
capacity.

Autonom is a small, privately-owned car lessor predominately
offering operating leasing services to around 1,500 SMEs in
Romania. At end-1H21, Autonom had around 7,100 vehicles under
operating leasing contracts and about 2,200 in its rental car
business.

The final rating of Autonom's MTN Program is contingent upon the
receipt of final documents conforming to information already
received.

KEY RATING DRIVERS

IDRs

Autonom's Long-Term IDR reflects its company profile as a Romanian
car lessor providing operating leasing and, to a lesser extent,
short-term rentals to domestic SMEs. Autonom's franchise is small
but growing and benefits from increasing leasing penetration rate
in Romania. Autonom's modest size, concentrated franchise and
monoline business model limit potential rating upside.

Autonom's ratings also consider the company's adequate
profitability through the cycle, reasonable asset quality and an
experienced management team with an adequate approach to leverage
and liquidity. However, the ratings also reflect its less developed
corporate governance (compared with higher-rated peers) and a
funding profile that is still predominantly secured. Swift
repossession, low concentration by counterparty, higher yield on
SMEs and the secured nature of operating leasing help mitigate the
higher credit risk of Romanian SMEs.

Autonom has a moderate franchise by international standards in the
growing segment of operating fleet leasing in Romania (total assets
of RON681 million at end-1H21). The company caters to SMEs, mostly
outside Bucharest, which are not served by its international
competitors. Autonom also offers short-term rental solutions (under
25% of its fleet at end-1H21) to Romanian corporates. Only a minor
portion is dependent on tourist arrivals at airports.

Autonom reacted swiftly to the coronavirus crisis, containing
pressure on asset quality and profitability. The company has
resumed growth in 2021 due to renewed demand for fleet leasing and
rental cars in Romania and leverage is thus increasing above
previous expectations. Fitch does not expect renewed challenges in
4Q21 and 2022 at the same magnitude of those in 2020 and 1H21,
despite Romania's low vaccination rate during a still severe
pandemic.

The planned issuance under the new MTN Program supports Autonom's
credit profile, because the high share of secured funding (about
80% at end-1H21) and mostly encumbered assets (about 80% at
end-1H21) were a relative rating weakness. Autonom has used its
large liquidity buffer built during the pandemic (RON93 million at
end-1H20) to fund fleet growth from 2Q21 onwards (cash and
equivalents of RON27 million at end-1H21).

Autonom is a family-owned company, founded by two brothers. A
longstanding management team, articulated medium-term strategy and
intention to adopt managerial best practices somewhat mitigate
key-person risks in relation to its founders and less developed
corporate governance, which is in line with other privately-held
peers. The latter is reflected in Fitch's ESG governance score of
'4'.

SENIOR UNSECURED DEBT

The RWP on the 'B-'/'RR6' senior unsecured debt rating of Autonom's
outstanding bond and the expected senior unsecured debt rating of
'B(EXP)'/'RR5' on its MTN Program reflect lower asset encumbrance
leading to higher recovery prospects. As a result, Fitch will notch
Autonom's senior unsecured debt rating down once, rather than
twice, from the company's Long-Term IDR, after the planned
unsecured issuance in 4Q21.

The one-notch difference between Autonom's Long-Term IDR and senior
unsecured debt rating reflects below average recoveries for senior
unsecured creditors. This is due to a still large share of secured
funding at end-2021 (slightly more than half of total funding), to
which senior unsecured creditors are contractually subordinated.

RATING SENSITIVITIES

IDRs

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

-- Increase of gross debt to tangible equity above 6.5x on a
    sustained basis or inability to reduce gross leverage closer
    to 5x in the medium term; use of proceeds of the planned bond
    issuance for purposes other than acquiring additional fleet
    could also be rating-negative.

-- Material deterioration in asset quality and earnings, putting
    pressure on Autonom's EBITDA-based financial covenants.

-- Weaker funding flexibility or rising refinancing risks driven
    by covenant breaches or increased asset encumbrance.

-- Deterioration in Autonom's competitive position.

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

-- Upside potential is limited in the short term and any upgrade
    would require a material increase in business scale while
    maintaining sound profitability and adequate leverage, coupled
    with a more formalised governance structure.

-- A higher rating could be supported by further diversification
    and extension of the funding profile, especially following a
    successful issuance of unsecured debt, together with other
    factors. These include also a gross debt to tangible equity
    ratio below 5x.

SENIOR UNSECURED DEBT

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

-- The senior unsecured debt rating could be upgraded following
    an upgrade of Autonom's Long-Term IDR or following an upward
    revision of recovery expectations, for example due to a lower
    share of secured debt.

-- New issuance under Autonom's MTN Program in the planned amount
    will result in a resolution of the RWP on the 'B-'/'RR6'
    senior unsecured debt rating of Autonom's outstanding bond and
    in an upgrade of the issue rating to 'B'/'RR5'. Failure to do
    so would lead to an affirmation of the issue rating at its
    current level.

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

-- A downgrade of Autonom's Long-Term IDR would be mirrored in a
    downgrade of the senior unsecured debt rating.

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

Autonom has an ESG Relevance Score of '4' for key-person risk. The
longstanding management team, articulated medium-term strategy and
intention to adopt managerial best practices somewhat mitigate
key-person risks in relation to its founders and less developed
corporate governance, which is in line with other privately-held
peers.

Except for the matters discussed above, the highest level of ESG
credit relevance, if present, is a score of 3. This means that
other ESG issues are credit-neutral or have only a minimal credit
impact on the entity, either due to their nature or to the way in
which they are being managed.




===========
S W E D E N
===========

[*] SWEDEN: Limited Company Bankruptcies Down 10% in October 2021
-----------------------------------------------------------------
Anton Wilen at Bloomberg News reports that credit reference agency
UC said in a statement that bankruptcies for Swedish limited
companies fell by 10% in October versus the same month a year ago.

Meanwhile, bankruptcies for individual business activities
increased 29% year-on-year, Bloomberg discloses.

Total bankruptcies dropped by 6%, Bloomberg relays, citing UC
spokesperson Karin Arrenfeldt.




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

BLUEGREEN: Goes Out of Business Amid High Gas Prices
----------------------------------------------------
BBC News reports that Bluegreen has become the latest energy firm
to go under as high gas prices continue to put smaller providers
out of business.

In a statement, Bluegreen, which has 5,900 customers, said it was
in an "unsustainable situation", BBC relates.

According to BBC, energy regulator Ofgem said Bluegreen's customers
would be moved to another supplier without them needing to act.

However, it recommended they take a meter reading to pass on to
their new provider, BBC states.

Ofgem said an "unprecedented increase" in global gas prices was
putting financial pressure on suppliers, BBC notes.


BULB: UK Prepares to Use Taxpayer Cash to Prop Up Business
----------------------------------------------------------
David Parsley at iNews reports that the UK government is preparing
to step in and use millions in taxpayer cash to prop up energy
giant Bulb as the country's sixth largest gas and electricity
supplier faces a last-ditch scramble to find financial backers
before falling into administration in the coming days.

As revealed by iNews last month, the Treasury may be forced to what
amounts to a temporary nationalization of Bulb to protect the
energy supply of its 1.7 million customers should the company fail
to secure financing to continue operating independently.

According to iNews, it is understood the Department for Business,
Energy and Industrial Strategy (BEIS) and the Treasury are ramping
up contingency plans to use taxpayer's money to prop the firm up
should it fall into administration and no other energy firms are
able to absorb its customers.

If Bulb, which commands a 6% market share of the household energy
market, does collapse, it will be the largest energy company of 14
so far to fold under the strain of huge rises in wholesale energy
prices, i notes.

Investment Bank Lazard has been searching for new funding for Bulb,
while advisory firm AlixPartners has been working with the firm
short-term measures to bolster its balance sheet, i states.

It is understood that if Bulb does not secure its own funding by
next week that it is likely to enter administration, iNews relays.

Ofgem will then seek what is known in the industry as a Supplier of
Last Resort (SOLR), which would involve other energy companies
bidding to take on Bulb's customer base, iNews discloses.

However, unlike with other firms such as Avro Energy, the
Government is less confident that a SOLR could be found to
accommodate Bulb's customers because of huge number of households
on its books, according to iNews.

If, after seven days, no SOLR is found for Bulb it will become the
first energy company to enter Ofgem's Energy Supply Company
Administration regime, which involves the courts appointing a
special administrator, iNews states.

It is at the point, potentially in less than two weeks' time, that
the Treasury and UK taxpayers will become responsible for financing
the firm while a longer-term solution can be found, iNews notes.

The regime is enshrined in law to ensure uninterrupted energy
supply to customers in the event of a large energy supply company
becoming insolvent, iNews discloses.

The special administrator, unlike an ordinary administrator, has an
obligation to consider consumers' interests as well as those of
creditors, which is design to ensure customer bills do not rise
sharply, i says.

According to iNews, while not technically a nationalization of
Bulb, the appointment of a special administrator would leave the
Treasury and UK taxpayers to pay to keep the company operational
while the Government seeks to find a more permanent solution.

Quite how much the taxpayer would have to fund such a move depends
on how long the special administration lasts, but the bill is
expected to run into at least tens of millions of pounds, iNews
notes.

Bulb's collapse would also be a blow ahead of the COP26 climate
change summit as it the UK's largest energy supplier offering 100%
renewable electricity and 100 per cent carbon-neutral gas, iNews
states.


NMC HEALTHCARE: On Course to Exit Administration
------------------------------------------------
Arabian Business reports that UAE-based NMC Healthcare has revealed
positive financial results for the third quarter as the troubled
company continues its course to exit administration and hand over
to new ownership before the end of the year.

NMC's UAE and Oman business saw gross revenues reach US$915
million, up from US$816 million announced for the same period last
year, which is 8% ahead of the business plan, Arabian Business
relays, citing a statement on Nov. 1.

Back in September, companies of NMC secured an agreement from
creditors to exit administration, Arabian Business recounts.

Following a vote, 95% of creditors voted in favour of the proposed
deeds of company arrangement (DOCA) restructuring process that will
see 34 NMC group companies come out of administration, Arabian
Business relates.

It came almost 18 months since NMC Health was originally placed
into administration by the High Court of Justice, Business and
Property Courts of England and Wales, while it was the end of
September 2020 that a number of entities of the NMC Healthcare
Group were placed in administration under Abu Dhabi Global Market
Regulations, Arabian Business notes.

According to Arabian Business, Richard Fleming, managing director
of Alvarez & Marsal Europe LLP and joint administrator of NMC PLC
and NMC Healthcare, said: "We are looking forward to successfully
delivering the new NMC Health out of administration to its new
owners on December 16, 2021.  It's been a long road and we have had
to overcome many obstacles, but we are very grateful to all our
stakeholders who have universally rallied behind the NMC team to
make it happen.

"We are now entering the finishing straight and need one last
effort to pull together the final elements to get over the line.

"After significant operational and financial restructuring NMC is
better placed than ever to take advantage of the new opportunities
ahead ensuring that the excellent quality of care offered to
patients in the group's facilities continues."


OMNI ENERGY: Ceases Trading Amid Soaring Wholesale Gas Prices
-------------------------------------------------------------
BBC News reports that four energy suppliers have become the latest
companies to go bust amid the soaring cost of wholesale gas
prices.

According to BBC, the regulator Ofgem said Omni Energy Limited, MA
Energy Limited, Zebra Power Limited, and Ampoweruk Ltd have ceased
trading.

Together, the companies supplied about 23,700 domestic and overseas
customers, BBC notes.

They are the latest energy companies to go under as increased gas
prices have made price promises to customers undeliverable, BBC
states.

A total of 19 energy suppliers, mostly smaller firms, are thought
to have gone bust since August, affecting about two million
customers, BBC discloses.

Out of the four companies to go under on Nov. 2, Zebra Power
Limited has largest customer base, with 14,800, according to BBC.

Omni Energy supplies about 6,000 domestic pre-payment customers,
while Ampoweruk Ltd has about 600 UK customers and about 2,000
overseas.  MA Energy has about 300 overseas customers.

Ofgem, as cited by BBC, said customers of the four firms would
continue to receive energy supplies and any credit to their
accounts would be protected.

The regulator said affected customers will be switched to a new
tariff by Ofgem and be contacted by their new supplier, BBC notes.

Ofgem added domestic customers would also be protected by the
energy price cap when being switched to a new supplier, BBC
states.

Ofgem has said an "unprecedented increase" in global gas prices was
putting financial pressure on energy suppliers, BBC relates.

High demand for gas and reduced supply has been behind the recent
surge in wholesale prices, although other factors such as a colder
winter in Europe last year, BBC discloses.


PIERPONT BTL 2021-1: Moody's Assigns (P)Ba2 Rating to Cl. X1 Notes
------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to Notes
to be issued by Pierpont BTL 2021-1 Plc:

GBP [ ]M Class A Mortgage Backed Floating Rate Notes due December
2053, Assigned (P)Aaa (sf)

GBP [ ]M Class B Mortgage Backed Floating Rate Notes due December
2053, Assigned (P)Aa1 (sf)

GBP [ ]M Class C Mortgage Backed Floating Rate Notes due December
2053, Assigned (P)Aa3 (sf)

GBP [ ]M Class D Mortgage Backed Floating Rate Notes due December
2053, Assigned (P)A1 (sf)

GBP [ ]M Class E Mortgage Backed Floating Rate Notes due December
2053, Assigned (P)Baa1 (sf)

GBP [ ]M Class X1 Mortgage Backed Floating Rate Notes due December
2053, Assigned (P)Ba2 (sf)

Moody's has not assigned any ratings to the GBP [ ]M Class X2
Mortgage Backed Floating Rate Notes due December 2053.

RATINGS RATIONALE

The notes are backed by a pool of UK buy-to-let ("BTL") mortgage
loans originated by LendInvest BTL Limited ("LendInvest", NR). The
pool was acquired by JPMorgan Chase Bank, N.A., London Branch
(Aa1/P-1 & Aa1(cr)/P-1(cr)) from the originator.

The portfolio of assets amounts to approximately GBP[250.0] million
as of September 30, 2021 pool cut-off date. The subordination for
the Class A Notes will be [15.2]% excluding the liquidity reserve
fund that will be funded to [1]% of the balance of Class A to B
Notes at closing. The liquidity reserve fund is available to pay
senior expenses, interest on Class A and subject to PDL on Class B
being less than 10% of that Class interest on Class B Notes. The
release amounts from the liquidity reserve fund will flow through
the principal waterfall. There is no general reserve fund.

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

According to Moody's, the transaction benefits from various credit
strengths such as a static structure and a relatively low
weighted-average loan-to-value ("LTV"). However, Moody's notes that
the transaction features some credit weaknesses such as an unrated
originator with a relatively short history in the BTL space also
acting as servicer and the absence of a balance guaranteed basis
swap. Various mitigants have been included in the transaction
structure such as an experienced delegated servicer, Pepper (UK)
Limited (NR), performing the servicing alongside LendInvest and the
presence of an interest rate swap.

Moody's determined the portfolio lifetime expected loss of [1.4]%
and [13]% MILAN Credit Enhancement ("MILAN CE") related to borrower
receivables. The expected loss captures Moody's expectations of
performance considering the current economic outlook, while the
MILAN CE captures the loss Moody's expect the portfolio to suffer
in the event of a severe recession scenario.
Expected defaults and MILAN CE are parameters used by Moody's to
calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
the ABSROM cash flow model to rate RMBS.

Portfolio expected loss of [1.4]%: This is broadly in line with the
recent UK BTL RMBS sector average and is based on Moody's
assessment of the lifetime loss expectation for the pool taking
into account: (i) the collateral performance of Lendinvest
originated loans to date, with cumulative losses of 0% during the
past 3 years; (ii) the performance of previously securitised
portfolios, with cumulative losses of 0% to date; (iii) very low
satisfied CCJs in the pool; (iv) [21.4]% of the loans in the pool
backed by multifamily properties; (v) the current macroeconomic
environment in the UK and the impact of future interest rate rises
on the performance of the mortgage loans; and (vi) benchmarking
with other UK BTL transactions.

MILAN CE for this pool is [13.0]%, which is in line with other UK
BTL RMBS transactions, owing to: (i) the WA current LTV for the
pool of [72.7]%; (ii) top 20 borrowers constituting [9.3]% of the
pool; (iii) static nature of the pool; (iv) the fact that all the
loans in the pool are interest-only; (v) the share of self-employed
borrowers of [15.8]%, and legal entities of [77.8]%; (vi) [21.4]%
of the loans in the pool backed by multifamily properties; and
(vii) benchmarking with similar UK BTL transactions.

Interest Rate Risk Analysis: [100.0]% of the loans in the pool are
fixed rate loans reverting to three months LIBOR or BBR. The Notes
are floating rate securities with reference to daily SONIA. To
mitigate the fixed-floating mismatch between fixed-rate assets and
floating liabilities, there will be a scheduled notional
fixed-floating interest rate swap provided by J.P. Morgan AG
(Aa1(cr)/P-1(cr)).

Principal Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
December 2020.

The analysis undertaken by Moody's at the initial assignment of a
rating for an RMBS security may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Significantly different actual losses compared with Moody's
expectations at close due to either a change in economic conditions
from Moody's central scenario forecast or idiosyncratic performance
factors would lead to rating actions. For instance, should economic
conditions be worse than forecast, the higher defaults and loss
severities resulting from a greater unemployment, worsening
household affordability and a weaker housing market could result in
a downgrade of the ratings. Deleveraging of the capital structure
or conversely a deterioration in the Notes available credit
enhancement could result in an upgrade or a downgrade of the
ratings, respectively.


PIERPONT BTL 2021-1: S&P Assigns Prelim. B- Rating on X1 Notes
--------------------------------------------------------------
S&P Global Ratings has assigned preliminary credit ratings to
Pierpont BTL 2021-1 PLC's (Pierpont 2021-1) class A notes and class
B-Dfrd to X1-Dfrd interest deferrable notes. At closing, the issuer
will also issue X2-Dfrd notes and unrated certificates.

Pierpont 2021-1 is a static RMBS transaction that securitizes a
portfolio of buy-to-let (BTL) mortgage loans secured on properties
in the U.K. LendInvest originated the loans in the pool between
March 2019 and August 2021. The securitized loans are part of a
forward flow agreement between JPMorgan and Lendinvest.

At closing, the issuer will use the issuance proceeds to purchase
the full beneficial interest in the mortgage loans from the seller,
JPMorgan Chase Bank, N.A. London Branch. The issuer will grant
security over all of its assets in favor of the security trustee.

Credit enhancement for the rated notes will consist of
subordination from the closing date and overcollateralization
following the step-up date, which will result from the release of
the excess amount from the liquidity reserve fund to the principal
priority of payments.

The transaction will feature a liquidity reserve fund to provide
liquidity in the transaction.

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

  Preliminary Ratings

  CLASS     PRELIM. RATING*    CLASS SIZE (% OF COLLATERAL)

   A         AAA (sf)             84.8
   B-Dfrd    AA- (sf)              8.6
   C-Dfrd    A- (sf)               3.8
   D-Dfrd    BBB- (sf)             2.2
   E-Dfrd    BB (sf)               0.6
   X1-Dfrd   B- (sf)               2.6
   X2-Dfrd   NR                    1.0
   Certificates   NR               N/A

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal for the class A notes, and the ultimate
payment of interest and principal on the other rated notes.
N/A--Not applicable.
NR--Not rated.


SIG PLC: Moody's Assigns B1 CFR & Rates EUR300MM Secured Notes B1
-----------------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family rating
and B1-PD probability of default rating to SIG plc (SIG or the
company), a UK-based building materials specialist distribution
company. Concurrently, Moody's has assigned instrument rating of B1
to the new EUR300 million backed senior secured notes due 2026. The
outlook on all ratings is stable.

The new backed senior secured notes will be used to fully refinance
the company's existing debt, cover the transaction fees and provide
around GBP28 million cash overfunding.

RATINGS RATIONALE

SIG's B1 CFR is supported by the company's (1) leading position as
a specialist building materials distribution company with a focus
on the relatively resilient roofing and insulation segments and
good geographic diversification; (2) conservative financial
policies and good liquidity which results in a low net funded debt;
(3) significant exposure (55%) to the relatively stable renovation,
maintenance and improvement (RMI) market and positive dynamics in
the new residential construction market; and (4) flexible cost base
and the inherent countercyclical nature of working capital.

Less positively, the CFR also factors in (1) the fragmented and
highly competitive European building materials distribution market;
(2) inherently low profitability in the industry, which limits free
cash flow generation; (3) key credit ratios, including gross
leverage and interest cover which are currently weak for the rating
category; and (4) some execution risks related to the turnaround
plan, although first results are promising.

The coronavirus pandemic-driven lockdown coupled with a few
management mistakes led to significant deterioration of SIG's
performance in 2020 with company adjusted EBITDA decreasing to
GBP20 million from GBP114 million in 2019, market share erosion and
increased staff turnover. However, a new senior management team
joined the company last year and the first results from their
"Return to Growth" plan have been positive. In first half of 2021
the company's revenue was above the comparable period of 2019,
while margin recovery has accelerated during the summer. Moody's
expects the company's EBITDA for the full year 2021 to exceed
GBP100 million and gradually recover towards 2018 levels in the
following two years.

The company's key credit ratios are relatively weak for the B1
rating category given the previous period of underperformance.
However, Moody's expects SIG's Moody's-adjusted gross leverage,
measured as adjusted debt to EBITDA, to reduce to around 5.5x this
year and trend below 5x by the end of 2022, which the rating agency
considers a more appropriate level for the current rating, as the
company improves profitability levels. In addition, the rating
agency expects SIG's interest cover, as measured by EBITA to
Interest, to remain relatively weak at around 1.5x, which compares
to 2x-3x for the European rated peers. The company's currently low
profit margins, ongoing need to invest into working capital to
support growth and relatively large lease expenses also limit free
cash flow generation, which Moody's expects to turn positive in
2022 but remain modest at around GBP5-10 million a year.

The ratings are also based on the Moody's expectation that SIG will
adhere to its conservative and publicly stated financial policies,
including a target pre-IFRS 16 net leverage of 1.5x and dividend
coverage of 2-3 times. In addition, the rating agency expects that
SIG will continue to maintain a significant cash balance which will
be approximately GBP200 million pro-forma for the transaction and
which equates to a substantial proportion of the company's GBP254
million notes and GBP25 million pension liabilities.

ESG CONSIDERATIONS

Moody's considers certain governance considerations related to SIG.
The company is LSE listed and subject to the UK Corporate
Governance Code. The company's Board includes ten members,
including seven non-executive directors. Private equity firm CD&R,
which owns 29% of SIG's shares, has two non-executive directors in
the Board. Moody's expects CD&R, similar to other private equity
firms, to have relatively higher appetite for shareholder-friendly
actions, although the rating agency expects that SIG will adhere to
its publicly stated financial policies.

LIQUIDITY

The company's liquidity is good with around GBP200 million of cash
on the balance sheet pro-forma for the transaction. In addition,
SIG's liquidity benefits from a fully undrawn GBP50 million
revolving credit facility (RCF) due April 2026 put in place as part
of this proposed refinancing. The RCF is subject to a 4.75x net
leverage springing covenant that is tested when the RCF is over 40%
drawn.

Moody's expects the company's free cash flow to be slightly
positive from 2022. The company also utilises approximately GBP25
million under its factoring facility to speed up the collection of
the receivables.

STRUCTURAL CONSIDERATIONS

The company's planned EUR300 million backed senior secured notes
represent the majority of the debt and are rated B1, in line with
the CFR. The backed senior secured notes and the GBP50 million
super senior RCF share the same security package and guarantor
coverage, but the notes rank junior to the RCF upon enforcement
over the collateral. Security comprises share pledges and a
floating charge over assets in the UK, and guarantees are provided
from material companies representing at least 95% of revenue, gross
assets and 91% of EBITDA.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that SIG will
continue to successfully execute its turnaround plan and to benefit
from positive renovation end-market dynamics, resulting in
Moody's-adjusted debt/EBITDA reducing below 5x by year-end 2022 and
positive FCF. The outlook does not take into account any potential
significant acquisitions or dividends.

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

Given the rating is weakly positioned, an upgrade in the near term
is unlikely. Over time Moody's could upgrade the company's rating
if: (1) Moody's-adjusted gross debt/EBITDA decreases below 4.0x on
a sustained basis; (2) FCF / debt grows towards high single digit
figures; (3) EBITA / Interest increases above 2.5x; and (4) the
company builds track record of operating with conservative
financial policy.

Downward pressure could materialise if (1) Moody's-adjusted
debt/EBITDA is sustained above 5x; (2) FCF is sustainably negative;
(3) liquidity profile deteriorates; or (4) the company pursues
debt-funded acquisitions or shareholder distributions, which result
in weakening of the company's credit metrics.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.

PROFILE

Based in Sheffield, England, SIG plc is a European building
materials distributor specialist. The company operates in the UK,
France, Germany, Poland, the Benelux and Ireland and is focussed on
roofing products and insulation. With 426 branches across Europe,
SIG generated GBP2.1 billion revenue in the last 12 months to June
2021. The company is listed on LSE with current market
capitalisation of over GBP600 million. Private equity firm CD&R
owns 29% of the shares.


SIG PLC: S&P Assigns Preliminary 'B+' ICR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' issuer credit
rating to specialist building materials distributor SIG PLC and its
preliminary 'B+' issue rating to the notes.

S&P said, "The stable outlook reflects our view that SIG will
sustain adjusted debt to EBITDA of 4x-5x, supported by steady
growth in revenues and recovery in profitability. We anticipate
that the company will generate positive FOCF from 2022 onward, and
maintain adequate liquidity and headroom under financial
covenants."

London Stock Exchange listed specialist building materials
distributor SIG is planning to refinance its capital structure. As
part of the transaction, SIG plans to issue:

-- New EUR300 million senior secured notes due 2026; and
-- A super senior revolving credit facility (RCF) of GBP50
million.

The funds will be used to repay GBP131 million of private placement
notes and GBP70 million of term loans. After settlement of the
transaction costs, the balance of about GBP31 million will be
retained on the balance sheet.

SIG holds leading market positions in the specialist building
products distribution market, where technical knowledge, service,
and proximity to customers are key. This technical knowledge is the
key competitive advantage of SIG in comparison with general builder
merchants, and the premise of its business model. The company
focuses on the provision of specialist systems and solutions to
customers, where knowhow of the product's parameters and
application requirements are key. The group benefits from a wide
array of more than 250,000 product offerings, a broad base of more
than 75,000 customers, and good geographic diversity with
operations in the U.K. (38% of last 12 months June 2021 sales),
France (28%), Germany (18%), Poland (8%), Benelux (4%), and Ireland
(4%).

These strengths are tempered by SIG's exposure to the stable
repair, maintenance, and improvement (RMI) segment, which is
relatively low compared with peer companies. About 55% of SIG's
sales come from the RMI market, and 45% from the new-build
industry. This compares with Huws Gray's solid 70% exposure pro
forma the combination with Grafton's business, and 70% for Stark.

Technical knowledge, service, and proximity to customers are key,
and competition is high given the fragmented nature of the market.
SIG's key competitors are both general builder merchants as well as
specialized distributors, some of which have bigger scale and
branch network density--for example, Travis Perkins (interiors;
U.K.) or Saint Gobain (interiors; U.K. and France).

SIG's renewed business model should give it a good platform to
benefit from the supportive market conditions S&P foresees in 2022.
The renewal of the business model was needed because a series of
changes implemented by the previous management teams turned out to
be detrimental to SIG. These included aggressive price negotiations
with suppliers, the centralization of commercial functions,
rationalization of the branch network, and headcount reductions
that damaged relationships with key stakeholders and resulted in a
loss of profitability and market share in 2019. Weak results for
the year led to a covenant breach and negotiations with private
placement noteholders. The COVID-19 pandemic in 2020 further
exacerbated the challenges.

The turnaround implemented by the current management team brings
SIG back to the operating model that proved successful in the years
prior to 2018. The new strategy focuses on, among other priorities,
reinstating the relationships with clients, proactively reengaging
with suppliers on product development and other topics, investments
in key systems such as customer relationship management (CRM),
introducing pricing tools and controls to protect margins, and
extending and enhancing the branch network. The benefits were
already evident in the first half of 2021, albeit amid robust
business conditions, where the company delivered broadly stable
revenue growth compared with the first half of 2019, at a similarly
stable adjusted EBITDA margin of 4.3%. S&P anticipates that SIG
will maintain and improve its profitability over the rest of 2021
and in 2022, benefiting from measures initiated by management as
part of the new strategy.

S&P said, "We forecast SIG's adjusted leverage at 5.3x-5.4x in
2021, moderating to about 4.8x in 2022. We base these ratios on our
adjusted EBITDA forecast of GBP104 million-GBP105 million in 2021
and GBP125 million-GBP127 million in 2022. We forecast that the
company will generate negative free operating cash flow in 2021,
primarily due to the inflationary environment, revenue growth, and
significant working capital requirements to finance business
recovery. This should reverse in 2022, under our base-case
scenario, as business conditions and working capital normalize. We
also consider SIG's limited capex intensity thanks to the
asset-light nature of the business and countercyclical working
capital characteristics, typically with a release in a downturn, as
supportive to cash flow generation and therefore the credit
profile.

'Our debt calculations capture about GBP258 million of lease
liabilities, GBP30 million of factoring, and GBP17 million of
postretirement obligations. We do not deduct debt from cash in our
calculations.

"We anticipate that SIG will want to pursue bolt-on acquisitions
over time. Bolt-on acquisitions are the primary method for
distributors to deliver above-market revenue growth, and
consolidation opportunities are available given the fragmented
nature of the industry. As such, we believe the company may want to
play a consolidating role in the future. Over the near term,
however, we note SIG's clear capital allocation priorities, which
stipulate deleveraging as the priority. We understand that this
will be achieved through focus primarily on organic growth, and
that acquisitions will be financed prudently. SIG's financial
policy is conservative, with targeted leverage as defined by
management of 2.5x on post IFRS-16 basis.

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

"The stable outlook reflects our view that SIG will sustain
adjusted debt to EBITDA of 4x-5x, supported by steady growth in
revenues and recovery in profitability. We anticipate that the
company will generate positive FOCF from 2022 onward, and maintain
adequate liquidity and headroom under financial covenants."

S&P could lower the rating if:

-- S&P sees adjusted debt to EBITDA deteriorate above 5x without
swift recovery prospects. This could be a result of headwinds to
SIG's profitability, for example due to higher-than-anticipated
cost inflation and a delay in the pass-through, leading to negative
FOCF; or

-- Liquidity pressure arose.

Upside to the rating could develop over time, notably if SIG
established a track record of profitable growth and positive free
operating cash flow generation under normalized business
conditions. S&P could consider raising the rating if:

-- SIG sustained adjusted EBITDA margins of 5%-6%;
-- Adjusted debt-to-EBITDA reduced consistently to below 4x; and
-- Positive free operating cash flow amounted to at least GBP50
million per year.



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

Troubled Company Reporter-Europe is a daily newsletter co-
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