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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

          Thursday, November 4, 2021, Vol. 22, No. 215

                           Headlines



C Z E C H   R E P U B L I C

ENERGO-PRO AS: S&P Affirms B+' ICR, Outlook Stable


F R A N C E

FAURECIA SE: S&P Rates New EUR1BB Senior Unsecured Notes 'BB'
FAURECIA: Moody's Rates EUR1BB Unsecured Notes Due 2027 'Ba2'
FINANCIERE N: Moody's Affirms B3 CFR & Alters Outlook to Stable
LABORATOIRE EIMER: Fitch Affirms 'B' LT IDR, Outlook Stable
LABORATOIRE EIMER: Moody's Affirms 'B2' CFR, Outlook Stable

LUNE SARL: S&P Assigns Preliminary 'B' ICR, Outlook Stable
REXEL SA: Moody's Rates EUR600MM Bonds Due 2028 'Ba3'
VERALLIA SA: S&P Rates New EUR500MM Senior Unsecured Notes 'BB+'


I R E L A N D

CVC CORDATUS XXII: Fitch Assigns B-(EXP) Rating on Class F Debt
CVC CORDATUS XXII: Moody's Gives (P)B3 Rating to Class F Notes
FAIR OAKS III: S&P Assigns B- Rating on Class F-R Notes
HARVEST CLO XXII: Fitch Affirms Final B- Rating on Class F Notes
HARVEST CLO XXII: S&P Affirms B- Rating on Class F Notes



I T A L Y

ALBA 12 SPV: Moody's Assigns (P)Ba1 Rating to EUR238.4MM B Notes
GAMMA BIDCO: S&P Affirms 'B' ICR on Dividend Recapitalization
LOTTOMATICA SPA: Moody's Cuts CFR to B2, Outlook Stable


L U X E M B O U R G

COBHAM ULTRA: Moody's Assigns 'B2' CFR, Outlook Stable
COBHAM ULTRA: S&P Assigns Preliminary 'B-' ICR, Outlook Positive


U K R A I N E

DNIPROVSKYY STEEL: Indumet Files Suit Over Metinvest Asset Sale


U N I T E D   K I N G D O M

CASTLEOAK OFFSITE: Robinson Acquires Assets From Administrators
GEORGE'S TRADITION: Enters Administration, Buyer Being Sought
GLENDINE DEVELOPMENTS: Goes Into Administration
MAISON BIDCO: S&P Assigns 'B+' LongTerm ICR, Outlook Stable
PLAYTECH PLC: Moody's Puts Ba3 CFR Under Review for Upgrade

PURE LEGAL: Enters Administration, 200+ Jobs Affected
WILDGOOSE CONSTRUCTION: Files for Administration
[*] UK: Courts Sees Surge in Cases Over Unpaid Business Debts

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C Z E C H   R E P U B L I C
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ENERGO-PRO AS: S&P Affirms B+' ICR, Outlook Stable
--------------------------------------------------
S&P Global Ratings affirmed its 'B+' ratings on ENERGO-PRO a.s.
(EPas).

The stable outlook reflects S&P's expectation that EPas' operating
performance and credit metrics will remain commensurate with the
ratings in the next two years.

S&P said, "EPas' acquisition of Alpaslan-2 and Karakurt HPPs is
largely neutral for EPas and DKHI's credit quality, in our view.
This is because after the planned acquisition, EPas' pro forma
metrics and the consolidated metrics at EPas' intermediate parent,
DK Holding Investments s.r.o. (DKHI) remain largely unchanged, with
FFO to debt in the 12%-20% range. Our rating on EPas has always
been based on the group's credit quality, since we continue to view
EPas as a core subsidiary of DKHI. We believe EPas and DKHI will
have a similar EBITDA, debt position, and cash flows after the
consolidation is completed. The transaction, announced Oct. 14,
2021, to acquire 100% of 280 megawatt (MW) Alpaslan-2 and 97 MW
Karakurt in Turkey is mostly non-cash, since the EUR365 million
cost will be settled against the receivables balance from DKHI."
The difference between the assets' value and existing receivable
balance from DKHI to EPas at the time of the acquisition can be
paid to DKHI in 8.5 years, or earlier at EPas' discretion.

S&P said, "We project EPas' EBITDA to be about EUR230 million
-EUR250 million in 2022, assuming the acquisition is completed by
year-end 2021. This estimate includes the EUR70 million-EUR90
million full-year contribution from the newly acquired power
plants. However, the acquisition will also increase EPas' debt by
EUR280 million, corresponding to the debt of Alpaslan-2 and
Karakurt combined, in addition to the difference between the
assets' value and receivables balance from DKHI. Because EPas'
point-in-time 2021 credit metrics will include the full amount of
the assets' debt and very little of their EBITDA, technically, FFO
to debt will decline to 9%-10%, but quickly recover to 15%-20% in
2022 when the assets contribute a full year of earnings. At DKHI,
we project FFO to debt at about 12% in 2021 before it increases to
15%-20% in 2022-2023. We find these ratios to be in line with our
current assessment of the group's credit quality and our 'B+'
rating on EPas. We think that, after the transaction, the credit
metrics of EPas and DKHI will be very similar, since EPas will
contribute almost 100% to DKHI's debt, cash flows, and EBITDA from
2022.

"We expect EPas' and DKHI's EBITDA to increase in 2021 and 2022, as
already visible in the first-half 2021 results. Thanks to a 73%
increase in hydropower generation in Bulgaria and despite the
drought in Turkey, EPas managed to show total overall 4% growth in
generation volumes in January–June 2021 compared with the same
period in 2020. Our 2022 EBITDA projection assumes hydrological
conditions in Turkey will be closer to historical averages, which
should support EPas' generation profile. EPas' electricity
distribution segment in Georgia benefits from higher distribution
tariffs approved from Jan. 1, 2021, adding EUR33 million to EPas'
first-half 2021 EBITDA. Therefore, even before consolidation of
Aplaslan-2 and Karakurt, we expect EPas' 2021 EBITDA to reach
EUR150 million-EUR170 million, up from EUR107 million in 2020. In
addition, at the broader group level, successful commissioning of
Aplaslan-2 and Karakurt in late 2020 should further boost DKHI's
2021 EBITDA to EUR200 million-EUR230 million and reduce capital
expenditure (capex) outflows, leading to positive free operating
cash flow.

"The stable outlook reflects EPas' strategic focus on its core
activities: hydrogeneration and distribution networks, and supply
in the Black Sea region. We base our rating on EPas on the
consolidated group credit profile (GCP) of DKHI, which we assess at
'b+'. In our base case for 2022-2023, we incorporate completion of
the transfer of Alpaslan-2 and Karakurt HPPs to EPas by the end of
2021, with the full-year contribution from these entities to EBITDA
from 2022 at EUR70 million-EUR90 million.

"Pro forma the acquisition, we anticipate FFO to debt at 12%-20%
for EPas and the DKHI group, which we view as commensurate with the
current rating. We also consider the group's relatively stable
operating performance stemming from its regulated network business
under the developing regulatory environment, and its efficient
hydro generation assets, particularly the newly commissioned assets
in Turkey, which benefit from feed-in tariffs."

S&P could lower the rating if EPas:

-- Reports a decrease in its FFO to debt to below 12% on average
without any prospects for a swift recovery;

-- Engages in large debt-financed acquisitions, overruns its capex
budget, or makes large shareholder distributions, thereby
materially increasing leverage;

-- Experiences higher earnings volatility than S&P expects, for
example, from continuing poor hydro conditions, adverse regulatory
intervention, or fluctuations in currency rates; or

-- Sees a material deterioration in its liquidity, for instance if
the company experiences difficulties in refinancing its upcoming
debt maturities.

A downgrade of Turkey (B+/Stable/B) could also contribute to
ratings downside for EPAS, depending on the company's liquidity
arrangements at the time. This however is not our base-case
scenario.

Rating upside would hinge on the consolidated FFO-to-debt ratio
staying above 20% and adequate operating performance. S&P would
also view a track record of predictability and visibility of the
Bulgarian and Georgian regulatory frameworks, without any political
interference, as positive for the rating.




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F R A N C E
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FAURECIA SE: S&P Rates New EUR1BB Senior Unsecured Notes 'BB'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating and '3' recovery
rating to auto parts manufacturer Faurecia SE's (BB/Positive/--)
proposed EUR1 billion senior unsecured notes due 2027. The '3'
recovery rating indicates its expectation of meaningful recovery
(50%-70%; rounded estimate: 50%) in the event of a payment default.
The proposed notes will rank pari passu with Faurecia's existing
unsecured debt.

Faurecia will use the proceeds to finance its acquisition of Hella,
which it expects to close in early 2022, and keep them on its
balance sheet until completion. If the Hella acquisition does not
finalize as currently anticipated due to regulatory reasons,
Faurecia would use the proceeds to redeem some of its debt.

S&P said, "Faurecia's ability to achieve our base-case expectations
for 2022 and 2023, will depend on how rapidly the deteriorating
auto supply chain crisis is resolved. However, we believe that if
the company continues its tight cost control, potentially coupled
with creditor-friendly financial policy measures such as lower
shareholder returns or incremental disposals, it could provide
flexibility to somewhat offset these challenges. In our view,
improvements in semiconductor supply and corresponding recovery of
light vehicle production from 2022, paired with efficiency
initiatives and a firm commitment for leverage reduction, could
still result in Faurecia's adjusted funds from operations to debt
and free operating cash flow to debt increasing toward our upside
triggers of 25% and 10%, respectively, by 2023."

Issue Ratings--Recovery Analysis

Key analytical factors

-- S&P's issue and recovery ratings on Faurecia's senior unsecured
notes and EUR1.5 billion revolving credit facility (RCF) are 'BB'
and '3' respectively. Indicative recovery prospects are mainly
constrained by factoring liabilities of about EUR1 billion
(excluding prepetition interest) and debt at operating companies,
which it considers priority liabilities in its payment waterfall.
-- The recovery rating of '3' reflects S&P's expectation of
meaningful recovery prospects (50%-70%, rounded estimate: 50%) in
the event of a default.

-- In S&P's hypothetical default scenario, S&P assumes a cyclical
downturn in the industry and intensified competition, which hamper
production volumes and prices and cause the company's EBITDA and
cash flow to sharply decline.

-- S&P values Faurecia as a going concern, given its global
industrial footprint and long-standing relationships with auto
original equipment manufacturers.

Simulated default assumptions

-- Simulated year of default: 2026
-- EBITDA at emergence: EUR1,040 million
-- EBITDA multiple: 5x
-- RCF assumed 85% drawn at default.

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): EUR4.9
billion

-- Priority claims: EUR1.3 billion*

-- Total value available to unsecured claims: EUR3.6 billion

-- Senior unsecured debt claims: EUR6.9 billion*

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

*All debt amounts include six months of prepetition interest.


FAURECIA: Moody's Rates EUR1BB Unsecured Notes Due 2027 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Faurecia's
planned EUR1.0 billion sustainability-linked senior unsecured notes
due 2027.

The instrument rating will be in line with Faurecia's Ba2 corporate
family rating (CFR) and in line with the ratings of its other
outstanding bond ratings given its equal ranking with all other
existing senior unsecured indebtedness of the issuer. The outlook
on all ratings is negative.

The proceeds will mainly be used to fund part of the cash portion
of the purchase price for Hella GmbH & Co. KGaA (Hella, Baa1
ratings under review) acquisition.

RATINGS RATIONALE

On August 14, 2021, Faurecia announced that it has reached an
agreement with the Family pool shareholders of Hella to acquire its
60% stake at a price of EUR60 per share and to launch a public
tender cash offer for the remaining Hella shares at a price of
EUR60 per share paid through a mix of EUR3.4bn of cash and up to
13.58 million newly issued Faurecia shares. The transaction
represents an estimated total enterprise value of EUR6.7bn for 100%
of Hella.

The Ba2 ratings continue to reflect (1) the strong strategic
rationale of the transaction with a very good complementarity
between Faurecia and Hella from a product, geographical and
customer point of view, (2) a relatively low integration risk also
to a large extent linked to the limited overlap between the two
businesses, (3) the cost control culture of Faurecia that should
enable it to generate some cost synergies over time. Moody's also
note as positive Faurecia's reiterated commitment to its financial
policy of limiting net debt/EBITDA at below 2x and with the
ambition to reduce the combined group's leverage to below 1.5x by
2025.

Against these positives, the Ba2 also includes the material
financial impact of the transaction on Faurecia's balance sheet
with an expected EUR4.4 billion of debt raised for the financing of
the transaction at a point where global auto markets remain
challenging because of the accelerated shift towards
electrification, supply chain disruptions caused by the
semiconductor shortages as well as the general cyclicality and
price sensitivity of the auto supplier industry. These risks have
also led to profit warning during Q3 2021 from both Faurecia and
Hella, albeit the outlook for next year is more favorable.

Moody's positively recognizes an improved business profile of the
combined group versus Faurecia's stand-alone positioning with a
combined product portfolio that is well equipped to address the
future megatrends of the automotive industry which mitigates the
temporary high leverage for the current rating level.

LIQUIDITY

The liquidity position of Faurecia will be solid, supported by a
healthy cash position pro forma of the closing of the transaction,
access to the undrawn revolving credit facilities of both Faurecia
and Hella, a manageable maturity profile and the expectation of
positive free cash flow generation for the combined group.

Most of the structurally senior debt at Hella might have to be
repaid from Hella's high cash position given a change of control
clause in the debt documentation. The acquisition debt will rank
pari passu with Faurecia's unsecured notes.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the risk that Faurecia might not be
able to restore a credit profile commensurate with the Ba2 rating
within 12 to 18 months from closing of the transaction.

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

Moody's would consider an upgrade to Ba1 should Faurecia
sustainably achieve EBITA margins above 6%, it continues to
generate positive FCF, indicated by FCF/debt in the low to
mid-single digits through the cycle and if the company can manage
its leverage ratio to a level below 3.5x debt/EBITDA on a
sustainable basis. An upgrade would also require Faurecia to
maintain a solid liquidity profile.

However, EBITA margin approaching 4% or recurring negative free
cash flow would put downward pressure on the ratings. Moody's would
also consider downgrading Faurecia's ratings if its leverage ratio
remained around or above 4.5x debt/EBITDA. Likewise, a weakening
liquidity profile could result in a downgrade.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Automotive
Suppliers published in May 2021.

COMPANY PROFILE

Headquartered in Paris, France, Faurecia is one of the world's
largest automotive suppliers for seats, exhaust systems and
interiors, with 2020 sales of EUR14.7 billion. Faurecia is listed
on the Paris Stock Exchange, with a free float of 85%. As of March
31, 2021, the remaining 15% was held by Exor (5.5%), Peugeot
(3.2%), BPI (2.4%), Dongfeng (2.2%) and other shareholders.


FINANCIERE N: Moody's Affirms B3 CFR & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and the B3-PD probability of default rating on Financiere N
(Nemera), a leading developer and producer of devices for drug
delivery, including insulin injectors, asthma inhalers, nasal
sprays and eyedroppers. Moody's also affirmed the B2 rating of the
senior secured term loan B due in January 2026 and the B2 rating of
the senior secured revolving credit facility (RCF) due in January
2025. There will be a EUR40 million add-on to the senior secured
term loan B. The outlook has been changed to stable from negative.

The proceeds from the add-on issuance will be used to refinance
EUR28 million of RCF drawing and increase available cash.

RATINGS RATIONALE

The affirmation of the ratings with an outlook change to stable
from negative is driven by the following interrelated drivers:

The good progress made since 2019 to fix the past manufacturing
issues as illustrated by continuous EBITDA margin improvement also
driven by the move to own-IP sales

The fact that Nemera's operating performance has been relatively
immune to the pandemic reflecting the critical nature of Nemera's
devices but also the good resilience of the pharmaceutical industry
as a whole

The good growth prospects going forward on the back of stable
customer relationships

The adequate liquidity

Given the still elevated leverage and limited free cash flow
generation potential given the high growth capex , Nemera is weakly
positioned in the B3 rating category. The rating action is based on
the expectation of further margin improvements, driving a further
recovery of credit metrics over the next quarters.

Nemera's ratings are supported by (1) the company's good position
in the drug-delivery device market, (2) strong market growth
dynamics, (3) strong barriers to entry, (4) the long-term nature of
drug programs and contractual agreements, which provides some
visibility.

The ratings are constrained by (1) the company's high leverage and
limited free cash flow (FCF) generation potential given the high
capex requirement; (2) a recent history of manufacturing
inefficiencies; (3) high customer concentration; and (4) still a
relatively high proportion of second-tier/contract manufacturing
activities, with potential for loss of position for declining
programs even if the clear strategy of the company is to
progressively increase the share of its own-IP programs.

OUTLOOK

The stable outlook reflects Moody's expectation that growth
prospects will remain favorable and the that company will continue
to improve the efficiency of its manufacturing processes and its
profitability, support a further recovery of credit metrics. The
stable outlook also assumes that the company's investment plans or
M&A strategy will not delay expected leverage improvements.

LIQUIDITY

Liquidity is adequate supported by (1) EUR38 million of cash end of
September 2021 pro forma the add-on transaction, (2) EUR65 million
available RCF pro forma the transaction, (3) good headroom under
the senior secured net leverage covenant (4.7x as of the end of
September 2021 versus flat requirement of 8.75x, tested if the RCF
is drawn by more than 40%); and (4) long-dated maturities, with the
EUR65 million RCF maturing in January 2025, the senior term loan B
maturing in January 2026 and the EUR85 million second-lien notes
maturing in January 2027.

Moody's forecasts that the free cash flow will remain negative in
the next 12-18 months given the high capex requirements.

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

Upward rating pressure could develop in the medium term if (1) the
company reports continued solid growth in revenue, with growing
margins, and continued high contract renewal rates; (2)
Moody's-adjusted leverage declines below 5.5x; (3) the company
generates a meaningful level of positive Moody's-adjusted FCF; and
(4) it maintains adequate liquidity.

Downward rating pressure could develop if (1) the company's revenue
declines, profitability fails to increase further or contract churn
increases significantly; (2) Moody's-adjusted leverage fails to
improve from current elevated level towards 7.0x; or (3) liquidity
concerns arise.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Nemera is a developer and producer of devices for drug delivery,
including insulin injectors, asthma inhalers, nasal sprays and
eye-droppers. Products are complex and tailored to the
characteristics of each drug and focused on higher added-value
multi-dose systems. In most markets the devices receive regulatory
approval as a drug-device combination and the company collaborates
closely with pharmaceutical companies in device design and
configuring the manufacturing process. Nemera has six manufacturing
sites, two in France, one in Germany, one in Poland, one in the US
and one in Brazil complemented by three innovation centers, one in
France, one in Poland and one in the US. The company either
manufactures devices designed by customers (pharma-IP where Nemera
is typically 2nd/3rd or 4th supplier), co-develops devices in
collaboration with customers (pharma-IP where Nemera is typically
the sole/1st supplier) or develops its own devices (owned-IP).
Since January 2019, the company is owned by funds controlled by
Astorg and Montagu and by its management team.


LABORATOIRE EIMER: Fitch Affirms 'B' LT IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Laboratoire Eimer Selas' (also known as
Biogroup) Long-Term Issuer Default Rating (IDR) at 'B' with a
Stable Outlook ahead of the announced senior secured note (SSN) tap
issue of EUR350 million, which will finance several acquisitions in
and outside France.

Laboratoire Eimer's 'B' IDR balances its aggressive leverage with a
predominantly debt-funded opportunistic, albeit well-executed,
acquisitive business strategy and rapid scaling up of operations,
with superior operating and free cash flow (FCF) margins, which
Fitch regards as among the highest in the sector.

The Stable Outlook reflects Fitch's expectation that the company's
operating and financing profiles will remain stable, supported by a
defensive social infrastructure-like healthcare business model and
an expected consistent financial policy that will keep funds from
operations (FFO) adjusted gross leverage normalised for
acquisitions at around 8.0x until 2025.

KEY RATING DRIVERS

Acquisitions Rating-Neutral: Fitch views Laboratoire Eimer's latest
acquisitions as rating-neutral as the SSN tap issue together with
some balance-sheet cash, will be invested in additional revenues,
earnings and cash flows. Fitch views the acquisitions as compatible
with Laboratoire Eimer's inherently stable operations, allowing the
company to strengthen its market position in selected regions in
France and attain meaningful market presence in other European
countries.

Financial Policy Drives IDR: The IDR is mainly driven by Fitch's
perception of Laboratoire Eimer's predictable financial discipline
and funding mix, which support the company's highly acquisitive
growth strategy. Fitch assumes stronger FCF will fund a growing
share of future M&A. At the same time, Fitch anticipates the
company will continue with its largely debt-funded M&A strategy,
with leverage headroom being fully exhausted under the 'B' IDR with
FFO adjusted gross leverage normalised for acquisitions at around
8.0x until 2025.

M&A Poses Event Risks: M&A remains a cornerstone of Laboratoire
Eimer's business strategy, and uncertainty over its magnitude and
funding continues to pose event risk. Fitch's rating case assumes
around EUR800 million of M&A each year. Smaller or bolt-on M&A
could be accommodated by FCF or the use of a revolving credit
facility (RCF; likely to eventually term-out in term loan B (TLB)
or SSN), while larger acquisitions would be funded by a combination
of new debt, FCF and equity, as was the case in 2019 and 2020.
Departure from the established asset selection- and-integration
practices, or more aggressive financial policies would pressure the
ratings.

High Leverage, Deleveraging Potential: Based on Fitch's M&A (and
funding) assumptions and steady organic performance, Fitch projects
FFO adjusted gross leverage to remain at around 8.0x (pro-forma for
acquisitions) in the medium term, supporting the Stable Outlook. In
2021, Fitch forecasts unusually low FFO adjusted gross leverage of
5.7x, driven by material Covid-19 related testing activity.

Fitch expects a strong reduction in Covid-19 testing activity in
2022 from the peaks this year. EBITDA and FFO will consequently
materially reduce, further affected by one-off higher cash taxes
and exceptionally higher payout to biologists on the back of strong
trading in 2021. This will lead to a temporary leverage spike at
10.6x in 2022, before normalising at 8.0x thereafter. Strong
internal cash generation provides growing scope for deleveraging,
although increasing cash reserves will likely be reinvested in M&A
instead of debt reduction.

Adequate Financial Flexibility: Despite higher cash debt service
requirements due to growing debt, Laboratoire Eimer's FFO fixed
charge cover should remain adequate for the rating at above 2.0x.

Defensive Business Model: Laboratoire Eimer's business model is
defensive with stable, non-cyclical revenues and high and resilient
operating margins. The company benefits from scale-driven operating
efficiencies and well-rehearsed M&A execution and integration
processes, in addition to high barriers to entry as it operates in
a highly regulated market. Acquisitions in other geographies reduce
the impact of adverse regulatory changes in any single country.

Healthy Cash Flow Generation: Fitch projects 2021 will be another
record year with FCF margins projected at strong double digits.
This will reflect the completion of the transformational
acquisition of CMA-Medina in Belgium in 2020, together with high
Covid-19 related testing. Pandemic-induced testing volumes will
reduce from 2022, but the business will continue to be highly
profitable. Given contained trade working capital and low capital
intensity, this translates into sustained sizeable FCF and high FCF
margins estimated firmly in the low double digits, which is solid
for the rating. Strong cash-flow profitability remains a key
factor, mitigating periods of excessive leverage.

Temporary Benefit from Covid-19: Fitch expects Covid-19 testing to
remain a substantial profit and cash- flow contributor in 2021
given the ongoing high volume of testing, despite recent PCR tariff
cuts in France. Despite the good vaccination progress in Europe
achieved in 2021, Fitch still expects infection resurgence after
2021, given ongoing virus mutations and global travel.

The prospect of coronavirus becoming a recurring infection akin to
other seasonal viral diseases implies testing will become a
permanent means of virus control and prevention. Fitch therefore
projects some residual testing demand to remain after 2021, albeit
with considerably reduced volumes and pricing, leading to a lower
contribution to Laboratoire Eimer's profits and cash flows in the
medium term than from 2022 onwards.

DERIVATION SUMMARY

Similar to other sector peers, such as Synlab AG (BB/Stable) and
Inovie Group (B/Stable), Laboratoire Eimer benefits from a
defensive, non-cyclical business model with stable demand, given
the infrastructure-like nature of lab-testing services. This has
been reinforced by strongly improved trading during the pandemic.
Laboratoire Eimer's high and stable operating and cash-flow margins
are the highest in peer comparison, which Fitch largely attributes
to the particularities of the French regulatory regime and the
company's exposure to the private lab-testing market.

The lab-testing market in Europe has attracted significant private
equity investment, leading to highly leveraged financial profiles.
The three-notch rating difference between Laboratoire Eimer and
Inovie Group against Synlab is due to the latter's more
conservative financial risk profile, following debt prepayments
from asset-disposal proceeds and its recent IPO, leading to
leverage being approximately half of that of its 'B' rated peers'.

KEY ASSUMPTIONS

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

-- Organic sales growth at 0.6% per year for 2021-2025,
    reflecting the triennial agreement renewal in France until end
    of 2022 and the prospect of a broadly consistent regulatory
    framework thereafter;

-- 2020 and 2021 acquisition increase in sales in 2021 and 2022
    by 7% and 12%, respectively;

-- Strong Covid-19 activity in 2021, estimated up by around 70%
    compared with 2020, gradually normalising in the following
    years (25% of the 2021 activity modelled in 2022);

-- M&A of around EUR800 million per year in 2022-2025, using a
    mix of additional debt, FCF and some new equity;

-- EUR10 million-EUR15 million of recurring expenses (above FFO)
    and general expenses and EUR10 million of M&A-driven
    transaction fee outflows a year until 2025;

-- Normalisation of working capital following one-off delay on
    social health insurance payments, in 2022-2023 as Covid-19
    activity is projected to normalise;

-- Trade working capital is forecast neutral thereafter;

-- Excluding Covid-19 activity, stable EBITDA margin including
    the impact of business additions with low-risk synergies
    materialising;

-- Capex at around 1.5% per year on average until 2025; and

-- No dividend payments until end of 2025.

Recovery Ratings Assumptions:

Fitch follows a going-concern approach over balance-sheet
liquidation given the quality of Laboratoire Eimer's network and
strong national market position:

-- Expected going-concern EBITDA implies a 30% discount to
    projected EBITDA, adjusted for a 12-month contribution of all
    2021 acquisitions, as well as the additional Covid-19 testing
    activity at normalised sustained levels anticipated to remain
    in the medium term;

-- Distressed enterprise value (EV)/EBITDA multiple of 6.0, which
    reflects Laboratoire Eimer's strong market position, as well
    as product and geographic diversification;

-- Structurally higher-ranking debt of around EUR67 million at
    operating companies to rank on enforcement ahead of the RCF,
    TLB and SSN;

-- The senior secured TLB and SSN together at around EUR2.6
    billion and RCF of EUR271 million, which Fitch assumes to be
    fully drawn upon distress, rank pari passu after super senior
    debt; unsecured senior bond ranks third in priority;

-- After deducting 10% for administrative claims from the
    estimated post-restructuring EV, Fitch's waterfall analysis
    generates a ranked recovery for the senior secured debt in the
    recovery rating 'RR3' band, leading to a senior secured rating
    of 'B+' with a waterfall generated recovery computation (WGRC)
    of 61%. For the senior unsecured notes, Fitch estimates their
    recovery in the 'RR6' band with a WGRC of 0%, corresponding to
    a 'CCC+' senior unsecured rating;

-- Following the completion of the EUR350 million SSN tap issue
    Fitch expects the WGRC to decrease marginally to 57%. The
    ranked recovery for the senior secured debt range will remain
    unchanged in the 'RR3' band leading to a 'B+' rating. The
    senior unsecured notes rating will remain at 'CCC+'/'RR6'.

RATING SENSITIVITIES

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

Larger scale, increased product/geographical diversification, full
realisation of contractual savings and synergies associated with
acquisitions or voluntary prepayment of debt from excess cash flow,
followed by:

-- Maintaining double-digit FCF margins;

-- FFO adjusted gross leverage (pro-forma for acquisitions) below
    7.0x on a sustained basis;

-- FFO fixed charge cover (pro-forma for acquisitions) trending
    above 2.5x on a sustained basis.

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

-- Weak operating performance with flat to negative like-for-like
    sales growth and declining EBITDA margins due to a delay in
    M&A integration, competitive pressures or adverse regulatory
    changes;

-- Failure to show significant deleveraging towards 8.0x on an
    FFO adjusted gross basis at least two years before major
    contractual debt maturities due to lost discipline in M&A;

-- FCF margin reducing towards mid-single digits such that
    FCF/total debt declines to low single digits; and

-- FFO fixed charge cover below 2.0x (pro-forma for acquisitions)
    on a sustained basis.

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: Fitch views Laboratoire Eimer's liquidity as
solid. This is based on a high freely available cash balance of
around EUR500 million (net of EUR50 million that Fitch treats as
the minimum cash required in daily cash operations and unavailable
for debt service from 2021) as of June 2021. Fitch projects
improvements to internal liquidity generation, boosted by Covid-19
related testing activity and the credit-accretive CMA-Medina
acquisition, which the company can use at its discretion for
bolt-on M&A.

The announced SSN increase is projected to remain in line with the
existing debt maturity profile. Following this year's refinancing,
Laboratoire Eimer has widened its funding mix and extended its debt
maturity profile to 2028-2029. An increased RCF of EUR271 million
from EUR120 million has also enhanced liquidity headroom and
financial flexibility.

ISSUER PROFILE

Laboratoire Eimer is one of Europe's largest providers of routine
diagnostic tests in the private lab-testing market.

ESG CONSIDERATIONS

Laboratoire Eimer has an ESG Relevance Score of '4' for Exposure to
Social Impacts due to high risks of tightening healthcare
regulation constraining its ability to maintain operating
profitability and cash flows. This has a negative impact on its
credit profile and is relevant to the rating 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.


LABORATOIRE EIMER: Moody's Affirms 'B2' CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has affirmed the B2 Corporate Family
rating and B2-PD Probability of Default rating of Laboratoire Eimer
(Biogroup) as well as the Caa1 instrument rating on the EUR250
million Senior unsecured global notes maturing in 2029 and issued
by Laboratoire Eimer. Concurrently Moody's has affirmed the B2
instrument ratings on the EUR1,750 million senior secured term loan
B due 2028, the EUR1,150 million senior secured global notes due
2028 including the proposed EUR350 million add-on and the EUR270
million senior secured revolving credit facility (RCF) due 2027 all
issued by CAB, a subsidiary of Laboratoire Eimer (Biogroup), the
company at the top of Biogroup's restricted group. The contemplated
EUR350 million add on to the senior secured notes will be used to
repay drawings under the company's RCF and to fund acquisitions.
The outlook for Laboratoire Eimer and CAB is stable.

RATINGS RATIONALE

The rating affirmation is supported by (i) the sound strategic
rationale of the proposed acquisitions, (ii) the marginal impact on
financial leverage of the proposed transactions, and (iii) the
company's very strong year-to-date performance with strong tailwind
from Covid-19 testing activity since mid-2020.

The proposed acquisitions will reinforce Biogroup's market position
within its domestic market but also outside of France by
consolidating its geographic footprint in a competitive landscape
that remains fragmented but is consolidating rapidly. The proposed
acquisitions are fairly small on an individual basis and should
therefore be easily integrated. As for other acquisitions Biogroup
will be able to retain biologists to facilitate the integration
notwithstanding that this will lead to cash leakage within the
restricted group as biologists will remain minority shareholders of
their laboratories.

The proposed acquisitions are fairly small in the context of
Biogroup's historic M&A activity but also in light of the scale of
the business and the current free cash flow generation of the group
that is strongly boosted by the Covid-19 testing activities. Pro
forma of the contemplated acquisitions, Moody's adjusted leverage
as measured by Debt/EBITDA would increase by only 0.2x based on LTM
December 2020 EBITDA and by 0.9x if excluding covid-19 testing
activities from the LTM December 2020 EBITDA.

Biogroup performed very strongly year-to-date June 2021 with pro
forma LTM June 2021 revenue increasing 72% versus LTM June 2020 and
reported EBITDA increasing 374% over the same period. The strong
operating performance was largely driven by the current strong
tailwind from COVID-19 testing activities, which drove strong top
line growth and margin expansion since mid-2020. Moody's thinks
that the European laboratory sector's revenue from COVID-19 testing
activities in 2021 is likely to exceed last year's level even
though the rating agency forecasts that demand for PCR tests will
gradually decline as vaccines become more widely available in
Europe. The increase in the price of PCR tests (from EUR0 to EUR44)
for unvaccinated French citizen over the age of 12 since
mid-October 2021 has already led to a 30% decline in PCR tests
since the implementation date. It is difficult to predict how
testing revenue will evolve beyond 2021. However, Moody's believes
that testing for COVID-19, its potential variants and other
infectious diseases will likely remain a central tool in
governments' ongoing surveillance, track and trace strategies,
especially during the winter months. Beyond 2021, Moody's
anticipates that the need for testing COVID-19 or other infectious
diseases will likely remain but at levels -- in terms of volume and
price -- which will probably be significantly lower than what the
sector currently experiences. In France, tariff on COVID-19 PCR
testing has decreased since the beginning of the year. The rating
agency recognizes the short-term benefit of the strong COVID-19
testing activity expected for 2021 because it will support free
cash flow generation which, once reinvested within the company e.g.
through M&A, will translate into sustainable EBITDA improvement.
The pandemic has highlighted the vital importance of testing for
public health, certainly a positive for the sector in the
medium-term.

Biogroup's M&A strategy has historically been more aggressive than
peers notably in terms of size and pace. Since 2017, the company
spent a total of around EUR3.7 billion on acquisitions, of which
around 70% was funded by debt, 20% by equity and 10% by cash. As a
result, group revenue has increased from EUR215 million in 2017 to
around EUR1.5 billion pro forma (excluding COVID-19 testing).
Moody's believes that the high pace of acquisitions limits its
ability to track the company's organic performance and the
integration of past acquisitions. However, the company's EBITDA
margin has increased over the 2017 to July 2021 period and its
Moody's adjusted free cash flow has been positive since 2019. Even
if current credit metrics are to some extent boosted by the
COVID-19 testing activity, the sustainability of which is
uncertain, Moody's recognizes that the company has established a
track record of sound operating performance, despite its aggressive
M&A strategy.

Biogroup's M&A strategy will continue to be a key driver of the
ratings with a specific attention to be given to the assessment of
business rationale, acquisition multiples, funding mix and pro
forma leverage impact. The stable outlook also assumes that the
company's M&A strategy will not result in a Moody's adjusted debt /
EBITDA higher than 6.5x.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the operating
environment will remain favorable for the next quarters as the
additional volume from COVID-19 tests will more than offset
potential disruptions on core volumes as long as the pandemic
persists. The stable outlook also assumes that the company's M&A
strategy will not result in a Moody's adjusted debt / EBITDA higher
than 6.5x.

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

Positive pressure could arise over time if:

The Moody's-adjusted debt/EBITDA falls below 5.25x on a sustained
basis;

The Moody's-adjusted free cash flow (FCF)/debt improves to around
10% on a sustained basis.

Negative pressure could arise if:

Leverage, as measured by Moody's-adjusted debt/EBITDA, exceeds
6.5x on a sustained basis;

The Moody's-adjusted FCF/debt does not remain around 5% on a
sustained basis;

The company's liquidity deteriorates.

LIQUIDITY

Biogroup's liquidity is good supported by (1) around EUR380 million
of cash on balance sheet pro forma of the proposed acquisitions and
the repayment of the RCF, (2) full availability under the company's
EUR270 million senior secured revolving credit facility, (3)
positive free cash flow expected for the next quarters and (4) long
dated debt maturities. In order to fund the contemplated
acquisitions, Biogroup will use cash on balance sheet as well as
proceeds from the EUR350 million to the issuer's senior secured
notes.

ESG CONSIDERATIONS

Moody's considers that Biogroup has an inherent exposure to social
risks given the highly regulated nature of the healthcare industry
and the sensitivity to social pressure related to affordability of
and access to health services. Biogroup is exposed to regulation
and reimbursement schemes which are important drivers of its credit
profile. The ageing population supports long-term demand for
diagnostic testing services, supporting Biogroup's credit profile.
At the same time, rising demand for healthcare services puts
pressure on public sector budgets, which could result in cuts to
reimbursement levels for Biogroup's services. Moody's regards the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.

Moody's considers that governance risks for Biogroup would be any
potential failure in internal control which would result in a loss
of accreditation, failure to comply with applicable laws and
regulations or reputational damage and as a result could harm its
credit profile, although there is no evidence of weak internal
control to date. Biogroup has an aggressive financial strategy
characterized by high financial leverage and the pursuit of
debt-financed acquisitions. The pace of the M&A strategy has been
higher for Biogroup than for the rest of the peer group. Moreover,
Moody's believes that the strong growth of Biogroup has been led
mainly by Stephane Eimer, the company's founder and CEO, which
exposes the company to a key man risk.

STRUCTURAL CONSIDERATIONS

The B2-PD probability of default, in line with the B2 corporate
family rating (CFR), reflects Moody's assumption of a 50% family
recovery rate, typical for capital structures with a mix of bonds
and loans. The senior secured debt and the senior secured revolving
credit facility are ranking pari passu and benefit from upstream
guarantees from material subsidiaries of the group representing at
least 80% of the group's EBITDA and 80% of the group's assets. The
security package includes shares, intercompany loans and bank
accounts.

The senior secured debt ranks ahead of the senior unsecured notes
in the waterfall analysis but they do not benefit from a notch
uplift from the CFR reflecting the limited cushion provided by the
relative limited size of the senior unsecured notes.

LIST OF AFFECTED RATINGS:

Issuer: CAB

Affirmations:

Senior Secured Bank Credit Facility, Affirmed B2

Senior Secured Regular Bond/Debenture, Affirmed B2

Outlook Actions:

Outlook, Remains Stable

Issuer: Laboratoire Eimer

Affirmations:

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Senior Unsecured Regular Bond/Debenture, Affirmed Caa1

Outlook Actions:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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


LUNE SARL: S&P Assigns Preliminary 'B' ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' issuer credit
rating to Kem One's intermediate parent company, Lune S.a.r.l., and
our preliminary 'B' issue rating to the proposed EUR450 million
senior secured notes.

The stable outlook reflects S&P's view that PVC and caustic soda
volumes and prices will reduce in 2022 and 2023 as business
conditions normalize, although we expect debt to EBITDA to remain
well below 6.5x and free operating cash flow (FOCF) to remain
positive.

Apollo Funds (Apollo) is acquiring Kem One, a French manufacturer
of polyvinyl chloride (PVC), caustic soda, and chloromethanes with
revenue of about EUR1 billion over the 12 months to June 2021. As
part of this transaction, Kem One plans to raise new senior secured
notes and a revolving credit facility (RCF).

In September 2021, Kem One's current owner entered into exclusive
negotiations to sell the company to the private equity firm Apollo.
As part of the transaction, Kem One plans to issue:

-- EUR450 million senior secured notes; and
-- A EUR100 million super senior RCF.

Apollo also contributes about EUR245 million of equity. S&P expects
the pro forma capital structure will also include a sizable EUR106
million cash position, which will pre-fund part of Kem One's
capital expenditure (capex) program. The company expects to close
the acquisition by Dec. 31, 2021.

Kem One benefits from a good market position in Europe. The company
is the second largest manufacturer of PVC and the largest caustic
soda producer in Southern Europe, with a capacity of about 850
kilotons (kt) and 650kt, respectively. It also enjoys niche leading
market positions in chloromethanes. The PVC market has gradually
improved in recent years through consolidation and capacity
reductions, leading to more a favorable pricing environment. S&P
also notes that Kem One has good customer diversification, with its
top 10 customers representing about 22% of revenue.

S&P said, "In our view, the company's size and scale will continue
to limit our business profile assessment. Kem One holds about 1% of
the global PVC supply capacity. It competes with larger and more
diversified peers such as Ineos, Dow, and Westlake. We note some
geographic concentration toward the French and Western Europe
market. In addition, Kem One is exposed to cyclical end-markets
such as construction, which is the main application of its general
and specialty PVC.

"Kem One's profitability has lagged in the past, but we expect it
will sustainably improve due to its new ethylene terminal and other
initiatives. In 2018-2020, EBITDA margins ranged between 9% and
11%. We also note that Kem One's manufacturing utilization rate is
below the industry average. However, the company recently built an
ethylene import terminal, which will improve the reliability of its
ethylene supply and improve its pricing terms--which are already
largely locked in--with its other two historical ethylene
suppliers. We think this new ethylene terminal, along with other
management initiatives on operations and site maintenance, could
sustainably improve the margins to above 14%.

"Kem One will post record performance in 2021, but business
conditions will normalize in the coming years. We expect sales of
about EUR1.2 billion in 2021, up by about 50% compared to previous
years. Very strong demand in PVC has led to an increase of more
than 10% in volumes and 30% in prices, boosting Kem One's
performance for the current year. Low client inventories and supply
chain tensions also support the robust demand and Kem One's
performance. Similarly, we expect the S&P Global Ratings-adjusted
EBITDA margin to materially increase to about 19.0%-19.5%,
reflecting the increase in prices and chlorovinyls spreads.
However, we expect business conditions to gradually normalize in
2022 and 2023, with declining volumes and prices. We therefore
forecast sales to decline by more than 10% in 2022 and then by
7%-10% in 2023.

"We expect the company's capex program will constrain FOCF in 2022
and 2023, although it will remain positive. Kem One's main capex
project relates to the conversion of its Fos-sur-Mer manufacturing
process into a more efficient technology. We expect this project to
end in 2024 and result in lower raw material costs and lower
maintenance costs. Overall, we forecast capex will represent about
10% of sales in 2021-2023.

"Adjusted debt to EBITDA is limited at the transaction's closing,
but we expect a releveraging in 2022 and 2023 as margins normalize.
We expect adjusted debt to EBITDA of about 2.0x in 2021. However,
we forecast that adjusted leverage will rise to about 3.5x in 2023
as PVC prices and operating margins gradually decline. We also
anticipate annual FOCF of EUR20 million-EUR40 million in the coming
years.

"We need a track record and commitment from Apollo financial
sponsor to maintain a low financial leverage.Although we do not
deduct cash from debt in our calculation owing to Kem One's
private-equity ownership, we expect cash could be partly used to
fund bolt-on mergers and acquisitions (M&A) or shareholder
remuneration. In the medium term, the financial sponsor's
commitment to maintaining financial leverage sustainably below 5.0x
would be necessary for rating upside considerations.

"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 PVC and caustic soda
volumes and prices will reduce in 2022 and 2023 as business
conditions normalize, although we expect debt to EBITDA to remain
well below 6.5x and FOCF to remain positive."

S&P could lower the ratings if:

-- The group experienced price and margin pressures more
pronounced than we currently anticipate, leading to limited or
negative FOCF;

-- Adjusted debt to EBITDA remained above 6.5x over a prolonged
period;

-- Liquidity pressure arose; or

-- Kem One and its sponsor were to follow a more aggressive
strategy with regards to higher leverage or shareholder returns.

S&P could raise the rating if Kem One's management and financial
sponsor build a track record of, and show commitment to,
maintaining such leverage metrics. Under this scenario, Kem One
would consistently maintain:

-- Adjusted debt to EBITDA below 5x; and
-- Funds from operations (FFO) to debt above 12%.


REXEL SA: Moody's Rates EUR600MM Bonds Due 2028 'Ba3'
-----------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to the new
EUR600 million sustainability-linked bonds due 2028 issued by Rexel
SA, a leading global distributor of low voltage products. The Ba2
corporate family rating, the Ba2-PD probability of default rating,
and the Ba3 ratings on the existing senior unsecured notes are
unchanged. The outlook is stable.

Net proceeds from the new notes will be used to repay the existing
EUR600 million senior unsecured notes due 2026.

RATINGS RATIONALE

The Ba2 CFR is supported by the company's large scale and
geographical diversification, as well as strong market positions
with either number one or two market rankings in most Western
European countries and North American states. The rating also
benefits from the company's prudent financial policy and solid cash
flow generation. This is reflected by the early repayment of the
EUR300 million senior notes due 2024 at the end of 2020 following
better-than-anticipated free cash flow as well as the repayment of
EUR100 million senior notes due 2025 using cash as part of the
April 2021 refinancing.

Moody's expects the strong sales and earnings performance witnessed
in the first half of 2021 to continue during the rest of the
calendar year driven by the global economic recovery and continued
price increases due to product scarcity. Still, Rexel remains
exposed to a deterioration of the macroeconomic environment that
could arise in the near term because of the evolution in the
sanitary situation or lasting supply chain disruptions.

The rating agency expects Rexel's Moody's-adjusted debt/EBITDA to
remain below 4.0x over the next 12-18 months. Moody's forecasts
slightly positive free cash flow in 2021 compared to EUR425 million
in 2020, reflecting working capital outflow related to higher
activity levels and resumption of the dividend payment.

LIQUIDITY

Moody's views Rexel's liquidity as good. As of June 30, 2021, the
company had cash balances of around EUR488 million and a fully
available revolving credit facility (RCF) of EUR850 million, which
expires in January 2025. In addition, Rexel has access to
securitization programs of around EUR1.1 billion in aggregate, of
which around EUR1,078 million was utilized as of June 30, 2021.
Excluding the securitization programs which mainly mature over
2022-2023, there are no material debt maturities before 2025 when
the RCF expires.

The terms and conditions of the RCF's agreement offer flexibility
in terms of maintenance financial covenants (tested semi-annually,
in June and in December). This is because Rexel can exceed its 3.5x
net leverage ratio as defined by the senior facility agreement on
three separate accounting dates during the life of the RCF, being
specified that only two of such three accounting dates may be
consecutive and provided that the ratio does not exceed 3.75x on
two accounting dates and 3.90x on one accounting date. Moody's
expects the company to stay in compliance with the covenant over
the next 12-18 months. As of June 30, 2021, net leverage as defined
under the RCF agreement was 1.79x.

STRUCTURAL CONSIDERATIONS

The senior unsecured notes including the new sustainability-linked
notes are rated Ba3, one notch below the CFR, reflecting their
junior ranking to other short-term financial liabilities and the
sizeable amount of trade payables at the operating subsidiary's
level.

RATING OUTLOOK

The stable outlook reflects expectation that Rexel will continue to
benefit from the current macroeconomic climate and maintain strong
sales growth and profitability. The stable outlook also assumes no
adverse change in the company's current financial policy in
relation to dividends and acquisitions.

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

Upward pressure on the ratings could materialize if Rexel
demonstrates a prudent financial policy and successfully achieves
its target of improving its profitability on a sustainable basis,
leading to Moody's-adjusted debt/EBITDA trending towards 3.5x and a
Moody's-adjusted retained cash flow/debt of above 15%.

The ratings could be downgraded if, as a result of continued volume
pressure, or a decline in Rexel's margins, Moody's-adjusted
debt/EBITDA rises sustainably above 5.0x or if Moody's-adjusted
retained cash flow/debt falls sustainably below 10%.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Based in France, Rexel is a leading global distributor of low
voltage products. In 2020, Rexel reported total sales and
management EBITA of EUR12.6 billion and EUR536 million,
respectively.


VERALLIA SA: S&P Rates New EUR500MM Senior Unsecured Notes 'BB+'
----------------------------------------------------------------
S&P Global Ratings has assigned its 'BB+' issue rating and '3'
recovery rating to Verallia S.A.'s proposed EUR500 million
sustainability-linked senior unsecured notes with a likely tenor of
nine to 10 years. The issue rating on the proposed notes is in line
with our 'BB+' long-term issuer credit rating on Verallia. The
recovery rating of '3' reflects its expectation of meaningful
recovery (50%-70%; rounded estimate: 65%) in the event of a
default.

The limited amount of prior-ranking claims--primarily drawdowns
under factoring and local debt facilities--supports the recovery
rating. The recovery rating is constrained by the unsecured nature
of the notes. The proposed notes will be issued by Verallia and
benefit from an upstream guarantee from Verallia Packaging S.A.S.

The proposed issuance is leverage neutral as Verallia will use the
proceeds to partly repay its EUR1 billion term loan A due 2024. The
notes, the remaining amount of term loan A, and a EUR500 million
revolving credit facility due 2024 are all senior unsecured.

S&P said, "Our hypothetical default scenario assumes rising raw
material costs that the company is not able to pass on to
customers, as well as a sustained economic slowdown. We value
Verallia as a going concern due to its leading market positions,
the industry's high barriers to entry, and limited product
substitution risk." The company's longstanding relationships with a
diverse and global customer base also support this valuation.

Simulated default assumptions

-- Year of default: 2026

-- Emergence EBITDA after recovery adjustments: About EUR327
million

-- Implied enterprise value multiple: 5.5x

-- Jurisdiction: France

Simplified waterfall

-- Gross enterprise value at default: About EUR1.8 billion
-- Administrative costs: 5%
-- Net value available to debtors: EUR1.7 billion
-- Priority claims: About EUR354 million
-- Senior unsecured debt claims: About EUR2 billion*
-- Recovery expectations: 50%-70% (rounded estimate: 65%)
-- Recovery rating: 3

*All debt amounts include six months' prepetition interest. S&P
assumes that 85% of the RCF is drawn at default.




=============
I R E L A N D
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CVC CORDATUS XXII: Fitch Assigns B-(EXP) Rating on Class F Debt
---------------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund XXII DAC expected
ratings.

DEBT                       RATING
----                       ------
CVC Cordatus Loan Fund XXII DAC

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

TRANSACTION SUMMARY

CVC Cordatus Loan Fund XXII DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, second-lien loans and high-yield
bonds. Note proceeds will be used to purchase a portfolio with a
target par of EUR440 million.

The portfolio is actively managed by CVC Credit Partners Investment
Management Limited. The collateralised loan obligation (CLO) has a
4.5-year reinvestment period and an 8.5-year weighted average life
(WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch considers the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch weighted average rating factor (WARF) of the target
portfolio is 26.2.

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 target portfolio is 62.0%.

Diversified Asset Portfolio (Positive): The transaction has a
concentration limit for the 10 largest obligors of 20%. 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 (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash-flow Modelling (Positive): The WAL used for the transaction's
stress portfolio analysis is 12 months less than the WAL covenant
at the issue date. This reduction to the risk horizon accounts for
the strict reinvestment conditions envisaged by the transaction
after its reinvestment period. These include, among others, passing
both the coverage tests and the Fitch 'CCC' bucket limitation test
post reinvestment as well a WAL covenant that progressively steps
down over time, both before and after the end of the reinvestment
period. When combined with loan pre-payment expectations, this
ultimately reduces the maximum possible risk horizon of the
portfolio.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

CVC Cordatus Loan Fund XXII 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.


CVC CORDATUS XXII: Moody's Gives (P)B3 Rating to Class F Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to the Notes to be issued by CVC
Cordatus Loan Fund XXII DAC (the "Issuer"):

EUR2,200,000 Class X Senior Secured Floating Rate Notes due 2034,
Assigned (P)Aaa (sf)

EUR272,800,000 Class A Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR34,100,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR11,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Assigned (P)Aa2 (sf)

EUR26,895,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR30,305,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Baa3 (sf)

EUR22,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba3 (sf)

EUR13,200,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be about 85% ramped as of the closing date
and to comprise of predominantly corporate loans to obligors
domiciled in Western Europe. The remainder of the portfolio will be
acquired during the six month ramp-up period in compliance with the
portfolio guidelines.

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

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortises by EUR275,000.00 over eight payment dates
starting from the second payment date.

In addition to the eight classes of Notes rated by Moody's, the
Issuer will issue EUR35,000,000 Subordinated Notes due 2034 which
are not rated.

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR440,000,000.00

Diversity Score: 45

Weighted Average Rating Factor (WARF): 3050

Weighted Average Spread (WAS): 3.80%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 45.25%

Weighted Average Life (WAL): 8.5 years


FAIR OAKS III: S&P Assigns B- Rating on Class F-R Notes
-------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Fair Oaks Loan
Funding III DAC's class X-R to F-R European cash flow CLO reset
notes. At closing, the issuer did not issue additional unrated
subordinated notes in addition to the EUR35 million of existing
unrated subordinated notes.

The 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 is bankruptcy remote.

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

  Portfolio Benchmarks
                                                       CURRENT
  S&P weighted-average rating factor                  2,694.18
  Default rate dispersion                               568.52
  Weighted-average life (years)                           5.03
  Obligor diversity measure                             115.39
  Industry diversity measure                             20.00
  Regional diversity measure                              1.33

  Transaction Key Metrics
                                                       CURRENT
  Portfolio weighted-average rating
   derived from S&P's CDO evaluator                          B
  'CCC' category rated assets (%)                         1.71
  Modeled 'AAA' weighted-average recovery (%)            34.76
  Modeled weighted-average spread (%)                     3.40
  Modeled weighted-average coupon (%)                     4.00

S&P said, "We consider that the target portfolio on the effective
date will be well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, we have conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
CDOs. As such, we have not applied any additional scenario and
sensitivity analysis when assigning ratings to any classes of notes
in this transaction.

"In our cash flow analysis, we used the EUR350 million performing
pool balance, the covenanted weighted-average spread (3.40%), the
reference weighted-average coupon (4.00%), and the covenant
weighted-average recovery rates for all ratings 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. Our credit and cash flow analysis indicates that the
available credit enhancement for the class B-1-R, B-2-R, C-R, D-R,
and E-R notes could withstand stresses commensurate with higher
ratings than those we have assigned. However, as the CLO will be in
its reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our ratings assigned to the notes.

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

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

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

-- S&P's model generated BDR at the 'B-' rating level of 25.62%
(for a portfolio with a weighted-average life of 5.03 years),
versus if it was to consider a long-term sustainable default rate
of 3.1% for 5.03 years, which would result in a target default rate
of 15.59%.

-- S&P also noted that the actual portfolio is generating higher
spreads and recoveries versus the covenanted thresholds that it has
modelled in its cash flow analysis.

-- S&P said, "For us to assign a rating in the 'CCC' category, we
also assessed (i) whether the tranche is vulnerable to non-payments
in the near future, (ii) if there is a one in two chance for this
note to default, and (iii) if we envision 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)' rating assigned.

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

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

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

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

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class X-R to E-R
notes to five hypothetical scenarios.

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

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:
coal and fossil fuels, hazardous chemicals, pesticides,
controversial weapons, pornography, tobacco, predatory or payday
lending activities, and weapons and firearms. Accordingly, since
the exclusion of assets from these industries does not result in
material differences between the transaction and our ESG benchmark
for the sector, no specific adjustments have been made in our
rating analysis to account for any ESG-related risks or
opportunities."

  Ratings List

  CLASS    RATING     AMOUNT     INTEREST RATE    CREDIT
                    (MIL. EUR)         (%)        ENHANCEMENT (%)
  X-R      AAA (sf)     2.00      3mE + 0.50         N/A
  A-R      AAA (sf)   213.50      3mE + 1.00       39.00
  B-1-R    AA (sf)     30.30      3mE + 1.75       27.49
  B-2-R    AA (sf)     10.00            2.05       27.49
  C-R      A (sf)      21.00      3mE + 2.15       21.49
  D-R      BBB (sf)    24.50      3mE + 3.00       14.49
  E-R      BB- (sf)    16.80      3mE + 6.11        9,69
  F-R      B- (sf)      9.40      3mE + 8.65        7.00
  Subordinated   NR    35.00             N/A         N/A

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


HARVEST CLO XXII: Fitch Affirms Final B- Rating on Class F Notes
----------------------------------------------------------------
Fitch Ratings has assigned Harvest CLO XXII DAC refinancing notes
final ratings. It has also removed the existing un-refinanced class
B, E, and F notes from Under Criteria Observation (UCO).

    DEBT                 RATING                PRIOR
    ----                 ------                -----
Harvest CLO XXII DAC

A XS2025983821      LT PIFsf   Paid In Full    AAAsf
A-R XS2395965259    LT AAAsf   New Rating      AAA(EXP)sf
B XS2025984555      LT AAsf    Affirmed        AAsf
C XS2025985958      LT PIFsf   Paid In Full    Asf
C-R XS2395966067    LT Asf     New Rating      A(EXP)sf
D XS2025986501      LT PIFsf   Paid In Full    BBB-sf
D-R XS2395966570    LT BBB-sf  New Rating      BBB-(EXP)sf
E XS2025987145      LT BB-sf   Affirmed        BB-sf
F XS2025987574      LT B-sf    Affirmed        B-sf

TRANSACTION SUMMARY

Harvest CLO XXII DAC is a cash flow collateralised loan obligation
(CLO) actively managed by the manager, Investcorp Credit Management
EU Limited. The reinvestment period is scheduled to end in April
2024. At the closing of the refinance, the class A-R, C-R, and D-R
notes were issued at reduced margins and the proceeds used to
refinance the existing notes. The class B, E, F and the
subordinated notes are not refinanced.

KEY RATING DRIVERS

Average Portfolio Credit Quality: Fitch assesses the average credit
quality of obligors in the 'B'/'B-' category. The Fitch weighted
average rating factor (WARF) of the current portfolio is 25.46.

High Recovery Expectations: Senior secured obligations comprise 99%
of the portfolio. Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch weighted average recovery rate (WARR)
of the portfolio is 62.41%

Diversified Portfolio: The limits for the 10-largest obligors and
fixed-rate assets for the transaction's Fitch matrix are 23% and
10%, respectively. The portfolio is more diversified than that
modelled in the transaction's stressed-case portfolio with 158
issuers versus 110 issuers. The transaction also includes various
concentration limits, including the maximum exposure to the
three-largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.

Portfolio Management: The transaction has 2.5-years of its
reinvestment period remaining and includes reinvestment criteria
similar to those of other European transactions. The weighted
average life (WAL) covenant has been extended by 12 months to
around 7.5 years and the relevant matrices have been updated
concurrently at closing. Fitch's analysis is based on a
stressed-case portfolio with the aim of testing the robustness of
the transaction's structure against its covenants and portfolio
guidelines.

Cash Flow Analysis: The WAL used for the transaction's
stressed-case portfolio and matrices analysis is 12 months less
than the WAL covenant, to account for structural and reinvestment
conditions post-reinvestment period, including the
over-collateralisation (OC) and Fitch's 'CCC' limitation tests,
among others. Combined with loan pre-payment expectations this
ultimately reduces the maximum possible risk horizon of the
portfolio.

The time period of 2.75 years between the WAL test date and the
final legal maturity of the notes is shorter than typically
observed in a European CLO transaction. This presents a risk to the
transaction as the issuer may become a forced seller of assets if
certain obligations' maturities are extended beyond the notes'
maturity or the recoveries due from defaulted assets are delayed
beyond the notes' maturity. As such, Fitch has modelled 5% of
assets as outstanding until the notes' maturity and subsequently
sold at their Fitch recovery rate to approximate a forced-sale
scenario.

The class F notes' 'B-sf' rating reflects a 'limited margin of
safety', in line with Fitch's definition of the rating, and under
the actual portfolio analysis also passes the rating default rate
(RDR) at 'Bsf', ensuring a minimum cushion at the assigned 'B-sf'
rating. The class B, E, and F notes have been removed from UCO.

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 four notches
    across 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-R notes, which are already at the
    highest rating on Fitch's scale and cannot be upgraded.

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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


HARVEST CLO XXII: S&P Affirms B- Rating on Class F Notes
--------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Harvest CLO XXII
DAC's class A-R, C-R, and D-R notes. At the same time, S&P has
affirmed its ratings on the class B, E, and F notes.

On Nov. 2, 2021, the issuer refinanced the original class A, C, and
D notes by issuing replacement notes of the same notional.

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

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

-- The non-call period has been extended for the replacement
notes.

The preliminary ratings assigned to Harvest CLO XXII's refinanced
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.

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

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

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

-- The portfolio's reinvestment period will end in April 2024.

S&P said, "In our cash flow analysis, we used a EUR444.669 million
adjusted collateral principal amount, the actual weighted-average
spread, the actual weighted-average coupon, and the actual
weighted-average recovery rates at each rating level, calculated in
line with our CLO criteria.

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class C-R and D-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
have capped our assigned ratings on the notes. In our view, the
portfolio is granular in nature, and well-diversified across
obligors, industries, and assets.

"The class B and E notes are still able to withstand the stresses
we apply at the currently assigned ratings, based on their
available credit enhancement. We have therefore affirmed our
ratings on the class B and E notes.

"For the class F notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses that
are commensurate with a 'CCC+' rating. Based on the portfolio's
actual characteristics and additional overlaying factors, including
our long-term corporate default rates and the class F notes' credit
enhancement, 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 class F notes' available credit enhancement is in the same
range as that of other CLOs S&P has rated and that have recently
been issued in Europe.

-- S&P's model-generated portfolio default risk at the 'B-' rating
level is 26.06% (for a portfolio with a weighted-average life of
4.79 years) versus 14.84% if we were to consider a long-term
sustainable default rate of 3.10% for 4.79 years.

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

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

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

Bank of New York Mellon (London Branch) is the bank account
provider and custodian. The documented downgrade remedies are in
line with S&P's counterparty criteria.

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

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

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

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-R to E 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."

  Ratings List

  CLASS    RATING    AMOUNT    REPLACEMENT    ORIGINAL      SUB(%)
                   (MIL. EUR)  NOTES          NOTES
                               INTEREST RATE* INTEREST RATE

  RATINGS ASSIGNED

  A-R     AAA (sf)    272.25   Three-month    Three-month   38.77
                               EURIBOR        EURIBOR
                               plus 0.85%     plus 1.10%


  C-R     A (sf)       31.00   Three-month    Three-month   19.55
                               EURIBOR        EURIBOR
                               plus 2.30%     plus 2.45%

  D-R     BBB- (sf)    26.25   Three-month    Three-month   13.64
                               EURIBOR        EURIBOR
                               plus 3.55%     plus 4.00%

  RATINGS AFFIRMED

  B       AA (sf)      54.50   N/A            Three-month   26.52
                                              EURIBOR
                                              plus 1.80%

  E       B+ (sf)      24.00   N/A            Three-month    8.25
                                              EURIBOR
                                              plus 6.11%

  F       B- (sf)       9.50   N/A            Three-month    6.11
                                              EURIBOR
                                              plus 8.34%

*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.
N/A--Not applicable.




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

ALBA 12 SPV: Moody's Assigns (P)Ba1 Rating to EUR238.4MM B Notes
----------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to the debts to be issued by Alba 12 SPV S.r.l. (the
Issuer):

EUR474.7M Class A1 Asset-Backed Floating Rate Notes due October
2041, Assigned (P)Aa3 (sf)

EUR225.2M Class A2 Asset-Backed Floating Rate Notes due October
2041, Assigned (P)Aa3 (sf)

EUR238.4M Class B Asset-Backed Floating Rate Notes due October
2041, Assigned (P)Ba1 (sf)

Moody's has not assigned a rating to the EUR175.1M Class J
Asset-Backed Floating Rate Notes due October 2041.

The transaction is a static cash securitisation of lease
receivables granted by Alba Leasing S.p.A. (NR) to small and
medium-sized enterprises (SMEs) located in Italy mainly in the
region of Lombardia.

RATINGS RATIONALE

The ratings of the notes are primarily based on the analysis of the
credit quality of the underlying portfolio, the structural
integrity of the transaction, the roles of external counterparties
and the protection provided by credit enhancement.

In Moody's view, the strong credit positive features of this deal
include, among others: (i) its static nature as well as the
structure's efficiency, which provides for the application of all
cash collections to repay the senior Notes should the portfolio
performance deteriorate beyond certain limits (i.e. Class B
interest subordination events); (ii) the granular portfolio
composition as reflected by low single lessee concentration (with
the top lessee and top 5 lessees group exposure being 0.71% and
3.11% respectively); (iii) limited industry sector concentration
(i.e. lessees from top 2 sectors represent not more than 36.25% of
the pool); and (iv) no potential losses resulting from set-off risk
as obligors do not have deposits and did not enter into a
derivative contract with Alba Leasing S.p.A.; (v) compared to Alba
11 SPV S.r.l. transaction, no lease contract in the closing pool is
subject to moratorium.

However, the transaction has several challenging features, such as:
(i) the impact on recoveries upon originator's default (in Italian
leasing securitisations future receivables not yet arisen, such as
recoveries, might not be enforceable against the insolvency of the
originator); and (ii) the potential losses resulting from
commingling risk that are not structurally mitigated but are
reflected in the credit enhancement levels of the transaction.
Moody's valued positively the appointment of Banca Finanziaria
Internazionale S.p.A. (NR) as back up servicer on the closing date.
Finally, Moody's considered a limited exposure to fixed-floating
interest rate risk (6.18% of the pool reference a fixed interest
rate) as well as basis risk given the discrepancy between the
interest rates paid on the leasing contracts compared to the rate
payable on the Notes and no hedging arrangement being in place for
the structure.

Key collateral assumptions

Mean default rate: Moody's assumed a mean default rate of 11% over
a weighted average life of 2.87 years (equivalent to a B1 proxy
rating as per Moody's Idealized Default Rates). This assumption is
based on: (1) the available historical vintage data, (2) the
performance of the previous transactions originated by Alba Leasing
S.p.A. and (3) the characteristics of the loan-by-loan portfolio
information. Moody's took also into account the current economic
environment and its potential impact on the portfolio's future
performance, as well as industry outlooks or past observed
cyclicality of sector-specific delinquency and default rates.

Default rate volatility: Moody's assumed a coefficient of variation
(i.e. the ratio of standard deviation over the mean default rate
explained above) of 49.31%, as a result of the analysis of the
portfolio concentrations in terms of single obligors and industry
sectors.

Recovery rate: Moody's assumed a 35% stochastic mean recovery rate,
primarily based on the characteristics of the collateral-specific
loan-by-loan portfolio information, complemented by the available
historical vintage data.

Portfolio credit enhancement: the aforementioned assumptions
correspond to a portfolio credit enhancement of 22%, that takes
into account the Italian current local currency country risk
ceiling (LCC) of Aa3.

As of September 25, 2021, the audited asset pool of underlying
assets was composed of a portfolio of 12,568 contracts amounting to
EUR1,103 million. The top industry sector in the pool, in terms of
Moody's industry classification, is Construction and building
(24.07%). The top borrower represents 0.71% of the portfolio and
the effective number of obligors is 1350.The assets were originated
between 2010 and 2021 and have a weighted average seasoning of 1.8
years and a weighted average remaining term of 5.9 years. The
interest rate is floating for 93.82% of the pool while the
remaining part of the pool bears a fixed interest rate. The
weighted average spread on the floating portion is 2.60%, while the
weighted average interest on the fixed portion is 2.17%.
Geographically, the pool is concentrated mostly in Lombardia
(30.86%) and Emilia Romagna (12.10%). At closing, any loan in
arrears for more than 30 days will be excluded from the final
pool.

Assets are represented by receivables belonging to different
sub-pools real estate (28%), equipment (50%) and auto transport
assets (21%). A small portion (1%) of the pools is represented by
lease receivables whose underlying asset is an aircraft, a ship or
a train. The securitized portfolio does not include the so-called
"residual value instalment", i.e. the final instalment amount to be
paid by the lessee (if option is chosen) to acquire full ownership
of the leased asset. The residual value instalments are not
financed - i.e. it is not accounted for in the portfolio purchase
price - and is returned back to the originator when and if paid by
the borrowers.

Key transaction structure features

Reserve fund: The transaction benefits from EUR9,383,000 reserve
fund, equivalent to 1.00% of the original balance of the rated
Notes. The reserve will amortise to a floor of 0.5% (of the initial
balance of the rated Notes) in line with the rated Notes.

Counterparty risk analysis

Alba Leasing S.p.A. acts as servicer of the receivables on behalf
of the Issuer, while Banca Finanziaria Internazionale S.p.A. (NR)
is the back-up servicer and the calculation agent of the
transaction.

All of the payments under the assets in the securitised pool are
paid into the servicer account and then transferred on a daily
basis into the collection account in the name of the Issuer. The
collection account is held at BNP PARIBAS Securities Services (Aa3
long term bank deposits rating), acting through its Milan Branch,
with a transfer requirement if the rating of the account bank falls
below Baa2. Moody's has taken into account the commingling risk
within its cash flow modelling.

Principal Methodology

The principal methodology used in these ratings was "Equipment
Lease and Loan Securitizations Methodology" published in August
2021.

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

The notes' ratings are sensitive to the performance of the
underlying portfolio, which in turn depends on economic and credit
conditions that may change. The evolution of the associated
counterparties risk, the level of credit enhancement and the
Italy's country risk could also impact the notes' ratings.


GAMMA BIDCO: S&P Affirms 'B' ICR on Dividend Recapitalization
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B' ratings on Italy-based Gamma
Bidco SpA and Lottomatica SpA, and on Gamma Bidco's existing senior
notes.

S&P has assigned a 'CCC+' issue rating to Gamma Bondco's proposed
EUR400 million senior secured PIK notes due 2026.

Gamma Bidco intends to raise EUR400 million through the issuance of
senior secured PIK notes to finance a dividend distribution to its
shareholders. The notes will be issued by Gamma Bondco, a 100%
owned holding subsidiary of Gamma Bidco's parent entity, Gamma
Topco. Hence, the new PIK senior notes will be outside of the
senior secured restricted group of the existing Gamma Bidco notes.
The new notes will benefit only from a guarantee from Gamma Topco
and will therefore be structurally subordinated to Gamma Bidco's
outstanding senior secured notes in the event of a payment default
or restructuring. S&P said, "Management's current expectation is to
cash pay the PIK notes' coupons; however, in our view the group may
elect to instead pay the interest in kind, allowing it to divert
permitted payments or to increase operating company cash liquidity
and flexibility. If the group does not ultimately pay cash, we
would expect higher leverage, albeit also supplemented by greater
free operating cash flow (FOCF)."

S&P said, "In our view, the transaction illustrates the financial
sponsor's aggressive financial policy. The proposed issuance comes
less than two years after Apollo acquired Gamma Bidco in February
2020 and a bit more than six months after the debt-funded
acquisition of IGT's business-to-consumer businesses (Lottomatica)
in May 2021. Gamma Bidco only recently emerged from nearly a year
of COVID-19-related restrictions severely affecting operations
(with all restrictions eased in June 2021). The proposed dividend
adds about 1.1x leverage, based on 2022 forecast EBITDA. So we view
the proposed transaction as aggressive because it delays
deleveraging at a time when the group has not completed its
integration of Lottomatica and has shown only a very short track
record of improved performance since reopening. In addition, this
is in the context of deeply negative FOCF in 2021, and while we
expect FOCF will materially improve in 2022, DCF will remain
neutral to slightly negative due to the payment of the earnout
obligation.
"Gamma Bidco has recently shown a rebound in performance. We
forecast Gamma Bidco's credit metrics in 2021 will be weaker than
we previously anticipated, given the prolonged shutdown of the
retail network in response to the pandemic this year. However,
since the retail network reopened in July, the restart has been
stronger than after the first lockdown and the online channel
continues to perform very well. In addition, the integration of
Lottomatica is progressing and the company has raised synergies
guidance. We note, however, that Gamma Bidco's track record of
performance since acquiring Lottomatica and reopening is very
short. The company reports it has identified EUR65 million of
synergies to be realized by 2023, of which approximately EUR35
million have already been secured and EUR19 million will be
recorded in 2021. Gamma Bidco ultimately plans to spend EUR48
million over the next two years to capture the synergies it
expects.

"Gamma Bidco's credit metrics should materially improve in 2022. We
forecast pro forma S&P Global Ratings-adjusted leverage and FFO to
debt should be about 12x and 4%, respectively, in 2021, before
deleveraging toward 4.4x–4.8x and around 12% in 2022, as the
company fully recovers from the pandemic and realizes further
synergies from Lottomatica's integration. We expect FOCF after
leases to be negative in 2021, at -EUR130 million, largely due to
an expected EUR145 million outflow mainly related to the payment of
gaming taxes levied by PREU (Prelievo Unico Erariale) that were
delayed in 2020 because of the pandemic. FOCF after leases should
recover to about positive EUR110 million-130 million in 2022,
before contractual earn-out obligations."

DCF will remain neutral to slightly negative in 2022, limiting
headroom to absorb unexpected events in the next 12-24 months. The
group paid the first deferred consideration payment of EUR100
million for Lottomatica's acquisition in August 2021. The second
payment of EUR125 million is due before the end of September 2022.
S&P said, "We anticipate that cash flow after payment of the
deferred consideration will remain slightly negative in 2022. In
our view, there is limited rating headroom to absorb significant
delays in recovery, operational setbacks, or unforeseen events. In
particular, in our base case we assume that the concession tender
to renew the betting and gaming licenses expiring in 2022 will be
postponed by at least three years, in light of a recently announced
public proposal. The upfront renewal payment could be up to EUR400
million, but we assume that the licenses will be extended annually
for an additional fee. We note the regulation in Italy is difficult
to predict and any adverse development could result in material
cash burn, rapidly deteriorating the group's liquidity position or
delaying a path to its cash flow generation after operating and
contractual commitments."

S&P said, "The stable outlook reflects our expectation that, in the
next 12 months, Gamma Bidco will successfully integrate Lottomatica
and recover from the pandemic, with operating performance and
credit metrics at least in line with our base case. In our view,
there is limited rating headroom to absorb a sharper macroeconomic
downturn, material delays in recovery, operational setbacks, or
adverse regulatory developments.

"We could lower the rating in the next 12 months if Gamma Bidco
were not able to improve credit metrics in line with our base
case." A downgrade could occur because of one or a combination of
the following:

-- Prolonged and significant weakness in operating earnings, for
example, from a new shutdown or restrictions in response to
COVID-19, such that adjusted leverage remains above 5.5x and FFO to
debt below 12% for a long period.

-- DCF after contracted earnouts deteriorated below our-base case
scenario in 2021 or 2022, to an extent that the group was likely to
experience a larger cash burn for longer, which would place
pressure on the group's financial flexibility and liquidity.

-- Liquidity weakened materially, for example due to a delayed
recovery and adverse regulatory developments that could result in
material cash burn beyond 2021.

-- A more aggressive financial policy, reflected in prolonged
weaker credit metrics, debt-funded acquisitions, or shareholder
returns.

-- Heightened risk of a specific default event, such as a
distressed exchange or restructuring, debt purchase below par, or
covenant breach.

An upgrade is unlikely at this stage, given the financial sponsor
ownership. That said, S&P could consider an upgrade if Gamma
Bidco's business and financial standing strengthened significantly.
Ratings upside could follow successful integration of Lottomatica,
a track record of enlarged scale and growth in earnings, margins
anchored above 20% in the average range, and demonstrated product,
channel, and earnings diversity. An upgrade would also be
contingent on leverage declining well below 4x and FOCF to debt
increasing beyond 10% on a sustainable basis, with a clear
commitment from the financial sponsor to maintain conservative
credit metrics within these thresholds for the long term.


LOTTOMATICA SPA: Moody's Cuts CFR to B2, Outlook Stable
-------------------------------------------------------
Moody's Investors Service has assigned a Caa1 instrument rating to
the proposed new EUR400 million PIK Toggle notes due 2026 to be
issued by Gamma Bondco S.a r.l. ("Gamma Bondco"), a holding company
of Lottomatica S.p.A. ("Lottomatica"), an Italian gaming company.
Concurrently, Moody's has downgraded Lottomatica's Corporate Family
Rating to B2 from B1 and its probability of default rating to B2-PD
from B1-PD. In parallel, Moody's has affirmed the B1 instrument
ratings on the existing EUR340 million senior secured notes, the
EUR300 million floating rate notes and the EUR575 million senior
secured notes all due 2025, issued by Gamma Bidco S.p.A. ("Gamma
Bidco"). The outlook on the ratings for Gamma Bidco and Lottomatica
remains stable and the outlook for Gamma Bondco is stable.

Net proceeds from the issuance of the Notes will be used to pay a
dividend distribution of EUR375 million. The remaining proceeds
will be used to fund fees, expenses and to pay the first interest
coupon in cash.

The assigned ratings are subject to review of final documentation
and no material change to the size, terms and conditions of the
transaction as communicated to Moody's.

RATINGS RATIONALE

The downgrade of Lottomatica's CFR to B2 reflects the unexpected
and aggressive nature of the dividend recapitalization transaction
which is indicative of a financial policy prioritizing short-term
shareholder returns over containing credit risk. The transaction
and its timing are demonstrating the group's shareholders tolerance
for financial risk and increase in leverage. The transaction
follows by only a few months the gradual lifting of Covid-19
related restrictions and the completion of a major acquisition, of
the Italian online sports betting and gaming machines businesses of
International Game Technology PLC (IGT). In addition, the
transaction is expected to increase leverage based on pre-Covid
2019 pro forma EBITDA by around 1.1 times from close to 4x to close
to 5x. The additional leverage will weigh on the group's credit
metrics and reduce financial flexibility as the group is looking
for further external growth and international expansion.

Overall, the B2 CFR continues to positively reflect Lottomatica's:
(i) leading market position in the Italian betting and gaming
markets; (ii) product diversification and increasing presence in
the fast-growing online segment; (iii) favourable position in the
gaming value chain, underpinning the company's resilience to
adverse regulatory developments and the coronavirus pandemic; (iv)
good liquidity, supported by strong free cash flow (FCF) generation
when the retail network is fully open; and (v) proven ability to
integrate large targets and achieve synergies.

At the same time, the B2 CFR is constrained by: (i) Lottomatica's
geographical concentration in Italy, which exposes the company to a
single regulatory and fiscal regime; (ii) its exposure to
concession renewal risks and the related cash outflow; (iii) its
presence in the mature retail gaming machine segment with limited
growth prospects and lower margins than the betting and online
segments; and (iv) the event risk related to its debt-funded
acquisitions and financial policy.

Lottomatica's B2 CFR reflects governance considerations given the
group's sponsor-led shareholding structure, which Moody's expects
to tend to prioritise more aggressive growth plans and strategies,
including a tolerance for higher leverage.

CONSIDERATIONS

Using Moody's Loss Given Default for Speculative-Grade Companies
methodology, Lottomatica's PDR is in line with the CFR and Gamma
Bidco's senior secured notes are rated one notch above the CFR. In
addition, Gamma Bondco's proposed new PIK Toggle notes are rated
two notches below the CFR. This is based on a 50% recovery rate, as
is typical for a debt capital structure that consists of super
senior bank debt and secured bonds The B1 ratings on Gamma Bidco's
senior secured notes and floating rate notes are weakly positioned
because of the limited extent of guarantees from subsidiary
companies.

LIQUIDITY

Moody's expects the company's liquidity profile to be good over the
next 12-18 months. In addition to consolidated cash balances of
around EUR224 million in the end of June 2021, further liquidity
cushion is provided by access to the undrawn EUR222 million
revolving credit facility ("RCF") and Moody's expectations of free
cash flows in the range of EUR30-50 million in 2022 after the
EUR125 million cash outflow of deferred consideration payment.

The super senior RCF documentation contains a springing financial
covenant based on net leverage set at 8.3x and tested when the RCF
is drawn by more than 40%. Moody's expects that Lottomatica will
maintain good headroom under this covenant if it is tested.

RATIONALE FOR STABLE OUTLOOK

The stable outlook on the ratings reflects Moody's expectation that
the group will exhibit a good recovery to above pre-pandemic level
of activity in 2022 resulting in an EBITDA growth allowing the
group's debt/EBITDA (as adjusted by Moody's) to return to between
4x and 4.5x in the next 12-18 months.

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

Upward pressure on the ratings would materialize if: (i)
Lottomatica significantly diversifies its product offering beyond
the gaming market or its geographical presence outside Italy, (ii)
the company demonstrates that the group is able to maintain
Moody's-adjusted leverage below 4x on a sustainable basis while
exhibiting a good liquidity and generating positive free cash flow,
(iii) the company exhibits a more conservative financial policy and
builds a track record of sustainable deleveraging.

Negative pressure on the rating could occur if: (i) Lottomatica's
operating performance weakens or is hurt by a changing regulatory
and fiscal regime, including the terms of concession renewal, (ii)
Moody's-adjusted leverage increases to above 5.5x, (iii) free cash
flow deteriorates and liquidity weakens, (iv) the company engages
in large transformative acquisitions that could lead to further
integration risk and increase in leverage, or undertakes further
sizeable shareholder distribution transactions.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Gaming
published in June 2021.

PROFILE

Founded in 2006 and headquartered in Rome (Italy), Lottomatica
(formerly Gamenet Group S.P.A.) is a leading Italian gaming
company. In May 2021, Lottomatica completed the acquisition of the
Italian online sports betting and gaming machines businesses of
International Game Technology PLC (IGT). At the time of the
acquisition, Gamenet was renamed Lottomatica. Post-acquisition the
group became the leader in the Italian gaming market. The company
operates in five operating segments: (i) Retail betting consisting
of sports betting and gaming through the retail network; (ii)
Online consisting of sports betting and gaming; (iii) Amusement
with prize machines ("AWP"); (iv) Video lottery terminals ("VLT");
and (v) Retail & street operations consisting of the management of
owned gaming halls and AWPs. In 2020, the company reported net
revenue of EUR897 million and EBITDA of EUR209 million pro forma
for the acquisition of IGT's assets.




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

COBHAM ULTRA: Moody's Assigns 'B2' CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and B2-PD probability of default rating to Cobham Ultra SunCo S.a
r.l. (Ultra or the company). The company is an intermediate holding
company within the Cobham Group formed for the purpose of the
acquisition of Ultra Electronics Holdings plc. Concurrently Moody's
has assigned B1 ratings to the GBP1,025 million sterling equivalent
seven year senior secured first lien term loan B and the GBP190
million six and a half year senior secured revolving credit
facility to be issued by Cobham Ultra SeniorCo S.a r.l., a
wholly-owned subsidiary of the company. The outlook on all the
ratings is stable.

The proceeds of the term loan will be utilised, alongside GBP330
million USD equivalent senior unsecured notes to be issued by the
company, and approximately GBP1.25 billion of payment-in-kind note
and equity contribution, to finance the acquisition of Ultra
Electronics Holdings plc, to pay associated fees and expenses and
for cash overfunding.

The rating reflects:

Ultra's robust market position in niche complex defence and
commercial applications, with a strong growth outlook for its
product portfolio

High Moody's-adjusted leverage of 7.5x at June 2021, pro forma for
the proposed transaction, reducing to below 6.5x in the next 12-18
months

Solid forecast free cash flow generation and an advanced programme
for cost reduction and efficiency gains

RATINGS RATIONALE

The B2 CFR is supported by: (1) the company's robust market
position in niche complex defence and commercial applications; (2)
a strong growth outlook for its product portfolio driven by high
geopolitical tensions and focus on electronic warfare,
anti-submarine warfare, integrated command and control systems and
equipment modernisation; (3) potential for cost savings and
operational improvements from the acceleration of management's
existing transformation programmes which are already in progress;
and (4) a solid forecast free cash flow generation and deleveraging
profile.

The rating also reflects: (1) a degree of platform concentration on
the sonobuoys segment for which contracts are customarily of
shorter duration and where the company's existing joint venture
will dissolve in 2024, to be replaced with a new market structure;
(2) the company's relatively small scale compared to tier one and
prime defence contractors, mitigated by its strong competitive
positions; (3) a variable historic track record prior to 2018 which
could indicate potential vulnerabilities in terms of demand and
contract cost overruns; and (4) the company's high Moody's-adjusted
leverage of 7.5x at June 2021, pro forma for the proposed
transaction.

LIQUIDITY

The company has adequate liquidity, supported by expected cash
balances on closing of the transaction of GBP20 million and access
to a GBP190 million senior secured revolving credit facility (RCF).
This is expected to be undrawn at closing, with the exception of
performance bond and advance payment guarantees, which were around
GBP37 million as at December 31, 2020. Moody's expects the company
to remain cash generative with relatively low working capital
fluctuations largely driven by timing of receipts of advance
payments. The RCF is subject to a springing leverage covenant
tested when more than 40% drawn in cash, under which Moody's
expects substantial headroom.

STRUCTURAL CONSIDERATIONS

The GBP1,025 million equivalent senior secured term loan B and pari
passu GBP190 million senior secured revolving credit facility are
rated B1, one notch above the corporate family rating. This
reflects their ranking ahead of the GBP330 million USD equivalent
senior unsecured notes to be issued by Cobham Ultra SunCo S.à r.l.
The senior facilities are to be guaranteed by the borrowers and
material subsidiaries representing at least 80% of consolidated
EBITDA, subject to specific excluded jurisdictions, and benefit
from security over the assets of US, UK and Canadian guarantors.

Following the proposed transaction, the assets and operations of
Ultra Electronics and Cobham will be held in separate entities
under ring-fenced financing arrangements.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's considers governance risks within the rating in particular
the fact that following the acquisition the company will be part of
the Cobham Group which is majority owned by funds controlled by
Advent International, and which is expected to maintain a tolerance
for high leverage.

OUTLOOK

The stable outlook reflects Moody's expectations that the company
will achieve mid-single digit revenue growth and gradually improve
margins through cost reductions and organisational transformation.
Moody's expects the company to reduce its adjusted leverage to
below 6.5x within the next 12-18 months, whilst maintaining solid
free cash flow to debt metrics in the mid-single digit percentages.
The outlook also assumes that no material debt-financed
acquisitions or distributions are undertaken which would slow the
expected pace of deleveraging.

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

The ratings could be upgraded if Moody's-adjusted leverage reduces
sustainably below 5.0x. It would also require Moody's-adjusted free
cash flow (FCF) to debt to improve towards 10%.

An upgrade would also require that the company achieves at least
mid-single digit organic revenue growth and stable or growing
EBITDA margins, and that the outlook for its programme portfolio
remains positive. In addition, the company would need to
demonstrate a financial policy consistent with sustaining the above
metrics, and maintain at least adequate liquidity.

The ratings could be downgraded if leverage fails to reduce below
6.5x on a Moody's-adjusted basis over the next 12-18 months, if
Moody's-adjusted FCF / debt trends towards zero, or if there is a
material decline in organic revenues or EBITDA margins or the loss
of a material contract. A downgrade could also occur if liquidity
concerns arise.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.

COMPANY PROFILE

Cobham Ultra SunCo S.a r.l. is an intermediate holding company
within the Cobham Group which is majority owned by funds controlled
by Advent International. It has been formed for the purpose of the
acquisition of Ultra Electronics Holdings plc, which is currently
listed on the London Stock Exchange. Ultra Electronics Holdings plc
is a leading provider of sonar and radio frequency electronics and
electro-mechanical solutions to defence, aerospace, space,
commercial and security markets in the US, the UK, Europe,
Australia and Asia. In the year ended December 31, 2020 Ultra
Electronics Holdings plc generated revenues of GBP860 million and
company-adjusted underlying operating profit of GBP126 million.


COBHAM ULTRA: S&P Assigns Preliminary 'B-' ICR, Outlook Positive
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' long-term issuer
credit rating to Cobham Ultra SunCo S.a.r.l. (Ultra Electronics).
S&P also assigned its preliminary 'B-' issue rating with a recovery
rating of '3' to the new first lien term loan B.

The positive outlook reflects S&P's expectations of meaningful
improvements in credit metrics in the next 12 to 24 months thanks
to resilient revenue growth and higher EBITDA margins prospects,
coupled with funds from operations (FFO) cash interest coverage
remaining at or above 2.5x and solid free cash flow generation
prospects.

Advent's acquisition of Ultra Electronics will result in a material
increase in gross debt and very high S&P Global Ratings-adjusted
leverage.

The acquisition is being funded by a financing package comprising
of GBP1,025 million equivalent of new first lien term loan B,
denominated in USD and EUR, GBP330 million equivalent of new USD
senior unsecured notes, which have been pre-placed, and a GBP190
million new multicurrency revolving credit facility (RCF), which is
expected to be undrawn at transaction close. S&P said,
"Furthermore, the financing package includes GBP315 million of
payment-in-kind (PIK) notes held by third-party investors, and
about GBP936 million funds from Advent, which are split between
interest-free preferred equity certificates (IFPECs) and equity
preferred certificates (EPCs), and we view all of these instruments
as debt-like. We refer to the IFPECs and the EPCs as shareholder
loans throughout the rest of this publication. As part of this
transaction, any existing debt will be redeemed. The total purchase
price paid is GBP2,542 million, and we expect the company to have
around GBP20 million of cash on the balance sheet at "day one"
following the transaction close."

S&P said, "As a result of the new capital structure, we expect
Ultra's gross debt levels to stand at around GBP2,700 million in
2022. We currently expect steady growth in Ultra's EBITDA in the
next few years, which will be the key driver for the expected
deleveraging. In 2022, we forecast debt to EBITDA of 8.5x-9.5x
excluding shareholder loans (and 13x-14x including shareholder
loans) and FFO to debt of 5.5%-6.5% excluding shareholder loans
(and 3.5%-4.5% including shareholder loans), improving towards
7x-8x and 7%-9% excluding shareholder loans in 2023, respectively.
Even without taking into consideration the effect of the
shareholder loans, the company will be one of the more highly
leveraged issuers in the aerospace and defence peer group,
reflected within our negative comparable ratings analysis of one
notch. The company's FFO cash interest coverage is forecast to be
around 2.5x in 2022, improving toward 3x in 2023."

Order-book visibility and increased defence spending by key
governments for Ultra should support revenue growth, and margins
are expected to rise through efficiency improvements. Ultra
generally has over 85% of its annual revenues covered through its
order book at the start of each year, providing stability and
visibility over revenues and its cash flows. This, alongside
increased spending by its key customers and governments around the
world on defence-related activities, should support steady revenue
growth. S&P said, "We forecast growth in 2021 of around 1.5%-2.5%
versus 2020, with revenues rising to about GBP870 million-GBP880
million, and further growth in 2022 to well above GBP900 million.
This is supported by growth from ORION radio and sonobuoy orders,
as well as key new contract wins. We anticipate EBITDA generation
to increase across its three segments, supported by operational
improvements as part of the "ONE Ultra" transformation program, in
place since 2019 to drive efficiency improvements, as well as new
contract wins. In addition, the company is expected to save about
GBP20 million in overhead costs following the stock market
delisting. We therefore anticipate its S&P Global Ratings-adjusted
EBITDA to rise from GBP149.9 million in 2020 to GBP150
million-GBP175 million in 2021 and pushing up to about GBP190
million-GBP215 million in 2022."

Ultra Electronics benefits from its technological capabilities as a
tier 2/3 supplier in the aerospace and defence industry, as well as
its long-standing relationships with government-related defence
customers. Ultra's capabilities are split across its Maritime,
Intelligence & Communication, and Critical Detection & Control
segments, and it benefits from its leading niche market positions
across key technologies and products such as its sonobuoys, its
upper tier radios, and sonar systems. Ultra is significantly
exposed to the defence sector, which contributed 76% of revenues in
2020, with the remainder derived from exposure to commercial
aerospace, law enforcement, and nuclear energy. This has supported
a resilient operating performance throughout the pandemic, with
long-term contracts in place and much of Ultra's products and
services being mission-critical for its customers. The company
benefits from further stability through its contracts with the US
Department of Defence and the U.K. Ministry of Defence, which
contributed 24% and 7% of revenues in 2020, respectively. It is
also a key supplier to the larger aerospace and defence primes and
original equipment manufacturers such as BAE Systems, Lockheed
Martin, Boeing, Northrop Grumman, and Pratt & Whitney. The company
has an incumbency advantage, given its specialized capabilities to
develop its products, its in-house design capabilities, lengthy
certification processes, and long-term contracts, which can last up
to 30 years and are often recurring. The company also benefits from
being the sole-source provider for the majority of its key product
and service lines.

On the other hand, Ultra may compete to secure contracts across
some products or services against much larger defence players, but
it generally has a more niche and specialized offering The
company's revenues are concentrated in North America (64% in 2020),
with around 18% exposure to the U.K. and the remainder across
Europe and the Asia-Pacific. Further, revenue is somewhat
concentrated in the sonobuoys product, representing 40% of Maritime
revenues (which itself is 46% of total revenues), but Ultra is
confident that the existing and increasing demand for this product
should support its leading position. There is some exposure to the
commercial aerospace sector, as well as law enforcement, focused on
forensics, and the energy sector. The rating is also somewhat
constraint by the company's overall still relatively small scale
and scope with revenues below GBP1 billion.

Low capital intensity and an ability to partner with customers and
receive funding for research and development (R&D) costs support
positive cash generation. Ultra has a relatively low capex to sales
ratio, typically at around 2%-3%, with capital expenditures
expected at about GBP27 million-GBP33 million in 2021, dropping to
about GBP17 million-GBP25 million in 2022, as spending reverts to
maintenance levels after some increased investment in its new
business plan introduced in 2019. The company's R&D expenditure
also remains low, with most of the costs funded by its customers.
Ultra's expenditure only contributed to 21% of the total R&D costs
for 2018-2020, and this is expected to remain the case, although
total R&D spend as a percentage of sales is expected to rise
slightly from an average of 3.7% in the past three years.

S&P said, "We anticipate the company will generate positive free
operating cash flow of around GBP60 million-GBP80 million in 2021,
and above GBP75 million in 2022. Sustained positive FOCF is key as
it underpins the ability of Ultra to deleverage from its relatively
high starting point.

"The positive outlook reflects our expectations of meaningful
improvements in credit metrics in the next 12 to 24 months thanks
to resilient revenue growth and higher EBITDA margins prospects,
coupled with FFO cash interest coverage remaining at or above 2.5x
and solid free cash flow generation prospects.

"We could raise the rating on the group if we see a clear
trajectory for debt to EBITDA declining consistently below 8x
(excluding shareholder loans). We would also require FFO cash
interest coverage to be consistently above 2.5x and EBITDA margins
to improve sustainably above 20%. We would also expect the company
to generate positive and consistent FOCF in line with our base
case.

"We could revise the outlook to stable if we anticipate only
sluggish revenue and EBITDA growth in 2021-2022 with margins at or
below 18% on a sustainable basis. We could lower the ratings if we
expected FFO cash interest coverage to reduce toward 1.5x or if the
company's FOCF generation reduced toward only break-even levels."




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

DNIPROVSKYY STEEL: Indumet Files Suit Over Metinvest Asset Sale
---------------------------------------------------------------
Cameron Jones at bne IntelliNews relays that Dniprovskyy Steel's
sales of its assets to Metinvest's subsidiary Dniprovskyy Coke are
being legally challenged, Interfax-Ukraine reported on October 25.


Namely, Indumet S.A. (Luxembourg) sued Dniprovskyy Steel, demanding
that the results of the sale of its assets at an auction in July,
conducted as a part of its bankruptcy and financial recovery
process, be declared void, bne IntelliNews discloses.

The initial hearing on the case will take place on Nov. 9 in
Dnipropetrovsk Region Economic Court, bne IntelliNews relays,
citing the court's Oct. 19 decision.

Recall, in July Dniprovskyy Coke acquired for US$339 millipn the
PP&E and other assets from Dniprovskyy Steel, bne IntelliNews
recounts.  The other assets included US$457 million of accounts
receivable, bne IntelliNews notes.

Indumet also filed a criminal complaint claiming that Dniprovskyy
Steel's sale of three blast furnaces and a power transformer to
Dniprovskyy Coke in May 2018 was fraudulent, according to an Oct.
13 decision by an investigative judge of Zavodskyy District Court
in Kamianske, Dnipropetrovsk Region, bne IntelliNews recounts.

Indumet claimed that the amount that Dniprovskyy Coke paid for
these assets, US$12.8 million (excluding VAT), was too small, which
was embezzlement of property, bne IntelliNews says.  Indumet has
claims of at least US$255 million against Dniprovskyy Steel and
some other Ukrainian companies, and alleged that it was hurt as a
result of this deal, according to bne IntelliNews.

The risks to Metinvest are potentially significant but are
difficult to assess, bne IntelliNews states.  In short, the
creditors of Dniprovskyy Steel have a chance of successfully
arguing that the company sold its assets to Metinvest at prices
that were too low, as we previously suggested, and that these deals
have to be declared void, according to bne IntelliNews.  

Indeed, in total, Metinvest paid about US$355 million to acquire
the integrated iron and steel PP&E assets, capable of producing
about 4mn tonnes per year of crude steel, or less than US$100 per
tonne of annual capacity, bne IntelliNews estimates.  It might be
claimed that the fair value of the assets is several times larger,
even considering that they produce mostly semi-finished, low-value
steel products and that they are in poor technical condition, bne
IntelliNews says.  

Furthermore, as emphasised before, for the amount it paid,
Metinvest also acquired accounts receivable that might allow it to
collect as much as US$457 million, which means that it paid
essentially nothing for the PP&E assets, bne IntelliNews discloses.
This deal might be difficult to accept as fair for Dniprovskyy
Steel creditors, bne IntelliNews states.  The worst-case scenario
might be court decisions requiring Metinvest to return the assets
to Dniprovskyy Steel, bne IntelliNews notes.

According to bne IntelliNews, subsequently, Dniprovskyy Steel might
need to conduct additional auctions to sell the assets, and
Metinvest will either have to pay more or accept that someone else
will own the assets that consume raw materials (iron ore and coke)
produced by Metinvest.

Metinvest also resells the iron and steel products of Dniprovskyy
Steel assets and also rerolls its billets at a Bulgarian plant, and
these arrangements might be compromised if someone other than
Metinvest takes control of the assets, bne IntelliNews relays.  It
is also possible, however, that these and potential other similar
legal complaints related to Metinvest's acquisition of Dniprovskyy
Steel's assets will result in nothing, bne IntelliNews notes.
There might also be immediate negative consequences of these risks
to Metinvest, according to bne IntelliNews.




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

CASTLEOAK OFFSITE: Robinson Acquires Assets From Administrators
---------------------------------------------------------------
Greg Pitcher at Construction News reports that assets of collapsed
off-site manufacturing firm Castleoak have been snapped up by a
construction products company.

According to Construction News, Northamptonshire-based Robinson
Manufacturing has bought the assets of timber-frame specialist
Castleoak Offsite Manufacturing from administrators.

Robinson said it would restart production at Castleoak's Ebbw Vale
factory, Construction News relates.


GEORGE'S TRADITION: Enters Administration, Buyer Being Sought
-------------------------------------------------------------
Business Sale reports that a buyer is being sought for popular East
Midlands fish and chip chain George's Tradition, after the company
fell into administration as a result of historic debts.

Raj Mittal -- raj.mittal@frpadvisory.com -- and Arvindar Jit Singh
-- arvindarjit.singh@frpadvisory.com -- of FRP Advisory have been
appointed as joint administrators, Business Sale relates.

George's Tradition has its head office and a restaurant in the
village of Chellaston, Derby.  Its other locations are in
Allestree, Chilwell, Ilkeston, Long Eaton, West Bridgford and
Woodlinkin, where it operates The Thorn Tree Pub.  The company also
owns a central food processing facility in Ilkeston.

According to Business Sale, the company has entered administration
due to historic debts incurred in the launch of a restaurant chain,
which the business subsequently exited.  All of the company's sites
will remain open and operational while a buyer is sought, Business
Sale discloses.

Two restaurants in Leek and Loughborough also trade under the
George's Tradition brand name, however, they are owned by separate
entities and are not affected by the administration process,
Business Sale notes.


GLENDINE DEVELOPMENTS: Goes Into Administration
-----------------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that a group of
property-related companies in Stoke have fallen into
administration.

Steven Muncaster and Andrew Knowles, both of Kroll Advisory, were
appointed joint administrators of Glendine Developments Limited,
Gorton NE Investments Limited, and Molana View Limited on Oct. 21,
TheBusinessDesk.com relates.

The joint administrators were subsequently appointed on Q16 Limited
on Nov. 2, TheBusinessDesk.com discloses.


MAISON BIDCO: S&P Assigns 'B+' LongTerm ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit rating
to Maison Bidco Ltd. (Maison). S&P also assigned its 'B+' issue
rating, with a recovery rating of '3', to the developer's GBP275
million senior secured bond.

The stable outlook reflects S&P's expectation of continuous and
profitable business growth on the back of sustained demand for
affordably priced housing in the U.K. This should support adjusted
debt to EBITDA below 4.0x, interest coverage well above 3.0x, and
adequate liquidity in the next 12 months.

Maison, the new holding company for Keepmoat, is a U.K.
housebuilder focused on the delivery of affordably priced homes.
S&P expects Maison to deliver about 4,000 homes in the financial
year ending Oct. 31, 2021 (FY2021), with an average selling price
of about GBP178,000.

Maison acquired Keepmoat with funds advised by Aermont Capital. The
acquisition was partly funded using GBP275 million senior secured
notes issued in October 2021.

The inherent volatility and cyclicality of the real estate
development industry constrains Maison's business, although demand
for its affordably priced homes should remain strong. S&P said,
"Our long-term issuer credit rating on Maison signifies that the
company operates in the highly cyclical, competitive, and
fragmented homebuilder sector. Nevertheless, we think demand should
remain robust for affordably priced homes, Maison's market segment.
About 76% of the company's private sales are to first-time buyers,
which accounted for 64% of total sales in FY2020. We think the
government will continue to support the U.K. housing market through
initiatives such as the help-to-buy scheme, and that when
help-to-buy ends in 2023 it will be succeeded by other initiatives,
benefiting Maison's customers' access to housing. We also think the
inherent supply-demand imbalance in the U.K. should continue to
support Maison's future average selling prices."

Maison's somewhat low profitability makes it vulnerable to cost
inflation, but more efficient land management should mitigate the
pressure. S&P said, "We estimate that Maison's adjusted EBITDA
margin will be about 11% for the next 12-24 months, slightly higher
than the approximately 10% seen before the pandemic. This is still
lower than rated peers in its industry. For example, we expect
Miller Homes Group Holdings PLC's (B+/Stable/--) EBITDA margin to
be about 18%-19% over the same period. This is mainly the result of
Maison's focus on the affordably priced housing market, where
average selling prices and margins over construction spending are
lower than mid-end housing projects. Maison has exposure to
building materials and other associated cost increases because
parts of its sales contracts are at fixed prices. In FY2020,
registered providers' sales contracts at fixed prices accounted for
26% of total deliveries--the remaining 74% open market sales
benefited from increases in sales prices. We forecast price
volatility for certain build materials because demand for materials
and logistics capacity currently exceeds supply. in our view, cost
inflation will be one of the largest risks for Maison in the short
term. However, we understand these risks are partly offset by
back-to-back contracts with suppliers and subcontractors, which are
reviewed at different construction stages. We also think Maison's
increasing focus on land-procurement efficiencies should support
its gross margins as soon as it starts using its more recently
purchased and more profitable land plots for construction. We
acknowledge that the company offers a relatively standard product
range focused on single-family homes, which should also benefit
operating efficiency."

Partnerships, which account for about 80% of Maison's current land
pipeline, reduce capital requirements, but expose the company to
administrative decisions. Keepmoat has a long track record of
operating a partnership model and has had about 200 partners to
date, with some relationships lasting more than 20 years.
Keepmoat's key partners are either direct landowners (such as Homes
England, local authorities, and private landowners) or registered
providers (public or private bodies catering for social housing).
These partners provide good-quality land and deferred payment
terms, with settlement aligned with completion stages. Maison's
current landbank covers about six years of operations, and about
86% of its landbank benefits from deferred payment terms. We think
the partnership model, which translates into an asset-light model,
supports the predictability of Maison's land procurement and
reduces cash flow needs during its operations. As of September
2021, Maison's completions for FY2021 were almost fully pre-sold,
and it has already sold more than one-third for FY2022. That said,
this business model leaves Maison exposed to possible changes in
its partners' policies and respective funding.

S&P siad, "Following Aermont's acquisition of Maison, we forecast
that debt to EBITDA will remain below 4.0x. Factoring in the
issuance of the senior secured notes of GBP275 million, we forecast
Maison's adjusted debt to EBITDA to be about 3.7x-3.8x in the next
12 months, compared with about 2.5x as of August 2021, based on
interim management accounts. We expect Maison's interest coverage
to be relatively robust at about 4.5x-5.0x. Maison will also
benefit from a long debt maturity profile of close to six years,
driven by the notes' tenor and the absence of material short-term
maturities. Our debt calculation does not include land payables,
which is in line with our criteria and our assessment of the
company's peers. For FY2021, our calculation of EBITDA excludes
about GBP50 million-GBP60 million of costs expensed. We consider
these to be exceptional because they mostly relate to the
acquisition, which we view as a transformational event.

"Part of the equity contribution from Aermont will come in the form
of a shareholder loan, which we view as akin to equity, so we do
not include it in our adjusted debt calculation. As part of the
acquisition, Aermont will downstream funds through several interim
holding companies to Maison. Maison will then use these funds,
together with the proceeds from the notes, to cover the cash
consideration of the acquisition and to refinance most of the
existing debt. We do not include the shareholder loan in our
adjusted debt calculation, given the strong equity components
included in its documentation. We understand it is subordinated to
senior liabilities, its maturity will be beyond any outstanding
interest-bearing debt, and it is stapled to equity. We understand
that some exceptional and voluntary prepayment will be possible,
but it is limited by the restrictions included in the
documentation.

"Our rating factors in Aermont's controlling stake in Maison, which
could lead to a more-aggressive financial policy in the future. The
main shareholder of the company are funds managed by Aermont
Capital. The majority of Maison's board of directors will comprise
Aermont directors alongside the executive directors, and there will
be no independent members. Although it is not in our base-case
scenario, we think having a financial sponsor as the company's main
shareholder could eventually push the company toward a
more-aggressive financial strategy, weakening its credit metrics.

"The final rating is in line with the preliminary rating we
assigned on Oct. 4, 2021. For more information see "Maison Bidco
Ltd. Assigned Preliminary 'B+' Rating; Outlook Stable," published
on RatingsDirect.

"The stable outlook reflects our expectation that the company will
generate sufficient revenue of more than GBP700 million from its
growing home business segment in the next 12 months, and have an
adjusted EBITDA margin of about 11%. Over the same period, we
anticipate that Maison's adjusted debt to EBITDA will stay below
4.0x and interest coverage will remain well above 3x. We also
assume Maison will maintain adequate liquidity, including
sufficient headroom under its covenants and undrawn revolving
credit facility (RCF) to fund its working capital needs and support
its growth.

"We could lower the ratings if Maison's debt to EBITDA increased
above 4x and EBITDA interest coverage declined to 3x or lower on a
sustainable basis, or if its liquidity position deteriorated
significantly. This could happen if exceptional costs or inflated
build costs exceeding our base case result in lower completions or
a higher cost base, in turn leading to a substantial decrease in
EBITDA compared with our base case. We could also lower the rating
if Aermont were to change its approach toward the company, moving
to a more-aggressive financial policy.

"The likelihood of an upgrade is currently remote. However, we
could consider raising the ratings if we saw a solid and material
improvement in the scale of business and margin levels, combined
with stable operating cash flows. We could also raise the rating if
we saw a significant change in the existing ownership and
governance of the company, accompanied by a tighter financial
policy commensurate with a higher rating level."


PLAYTECH PLC: Moody's Puts Ba3 CFR Under Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service has placed Playtech Plc's ratings on
review for upgrade, including the Ba3 corporate family rating,
Ba3-PD probability of default rating and the Ba3 ratings assigned
to the company's senior secured EUR530 million notes due 2023 and
EUR350 million notes due 2026. The outlook was changed to ratings
under review from negative.

The placing of the ratings on review follows the announcement on
October 17, 2021 [1] by Aristocrat Leisure Ltd (Aristocrat, Ba1
stable) that it plans to acquire 100% of Playtech for GBP2.7
billion. Aristocrat's ratings were affirmed on October 29, 2021,
following this announcement. The transaction is subject to relevant
clearances from anti-trust, foreign investment, gaming regulatory,
and financial regulatory authorities. It is also conditional on the
disposal of Finalto, which Playtech has reached an agreement to
sell to Gopher Investments and it is expected to conclude in the
first half of 2022. Playtech's debt is expected to be repaid at
closing, which is anticipated to be in the first half of 2022.

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

The rating action reflects the view that upon completion of the
transaction, Playtech will become a core subsidiary of the enlarged
group whose credit profile is commensurate with a Ba1 rating.
Aristocrat will fund the acquisition with a mix of debt, equity and
cash on hand. Moody's expects proforma debt/ EBITDA for the
combined group for the next 12-18 months to remain below 3.0x,
which is well below Playtech's 4.8x leverage as of the last twelve
months (LTM) to June 30, 2021.

Moody's expects to close the review as soon as the acquisition is
completed.

Playtech's Ba3 rating is supported by (1) its established position
as a global technological operator in the online gaming software
market; (2) its leading market position in the Italian gambling
market through Snaitech; (3) its medium-term B2B contracts and
entrenched relationships, particularly with the largest customers
in B2B gambling and; (4) the positive fundamentals underpinning the
rapidly growing online gambling sector, including low fixed costs,
which benefits both the B2B and B2C segments.

The Ba3 rating is constrained by (1) the company's revenue pressure
from prolonged lockdowns in Italy earlier in 2021 due to the
coronavirus pandemic, although Moody's note that performance in
2020 was significantly better than Moody's expected due to
mitigating measures taken, strong performance from Finalto and
online growth; (2) the company's high degree of customer
concentration (its 10 largest customers account for 50% of its B2B
gambling segment) and a degree of exposure to unregulated markets
and; (3) the highly competitive operating environment, where new
companies or technologies as well as consolidation and insourcing
trends represent a challenge. The latter is mitigated by Playtech's
business model which is largely a platform and content offering
leading to integrated customer relationships. The rating has also
been constrained by the volatility of performance in the financial
trading division which depends on market conditions but Playtech
has reached an agreement to sell Finalto and this is expected to
close in H2 2022. There is also the ongoing threat of more
stringent regulatory requirements in online and retail gambling,
which Moody's regards as a social risk in its ESG methodology.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in the Isle of Man, Playtech is a leading technology
company in the gambling and financial trading industries and the
world largest online gambling software and services supplier,
employing around 6,400 people across 24 countries, of which 1,800
are developers. Playtech was founded by Israeli entrepreneur Teddy
Sagi in 1999 and has grown through a combination of organic growth
and acquisitions. It is currently listed on the London Stock
Exchange with a market capitalization of approximately GBP2.06
billion, as of October 29, 2021. In 2020, the group generated
revenue of EUR1,079 million and company-reported adjusted EBITDA of
EUR310 million.

The company operates across two divisions: (1) the gambling
division, operating across B2B and B2C segments, the latter
includes Snaitech, which accounts for around 54% of group revenue
(pre-covid) and; (2) the financials division, under the Finalto
brand, which the company has announced its intention to divest.


PURE LEGAL: Enters Administration, 200+ Jobs Affected
-----------------------------------------------------
Shelina Begum at TheBusinessDesk.com reports that more than 200
jobs have been lost after Pure Legal, which has offices in
Liverpool and Prescot, went into administration.

In a statement posted on its website, the company confirmed that
Pure Business Group Limited, Pure Legal Limited and seven other
entities were placed into administration and Robert Armstrong,
Michael Lennon and James Saunders of Kroll Advisory Ltd were
appointed joint administrators, TheBusinessDesk.com relates.

According to TheBusinessDesk.com, the statement said: "The
companies ceased to trade following the appointment of the joint
administrators.

"The joint administrators are currently undertaking their statutory
duties following the appointment and working with industry
regulators in relation to the protection of claimant rights.

"Immediately upon their appointment, and with the support of the
Solicitors Regulation Authority, the joint administrators secured
the effective transfer of rights to handle the claims and
work-in-progress (WIP) files of all existing claimants."

The companies are part of the wider Pure Business Group which
provides a range of end-to-end legal services within the civil
litigation sector and is handling over 20,000 live claims.

The Joint Administrators are taking the steps necessary to ensure
all client files and monies are secure and claimants are being
contacted to explain the next steps, TheBusinessDesk.com
discloses.

The companies which together employed 256 staff and operated from
sites in Liverpool and Prescot have ceased trading with immediate
effect resulting in 203 redundancies, TheBusinessDesk.com states.

The administrators are working with the remaining employees to wind
down operations and in providing support to redundant employees,
TheBusinessDesk.com says.

Other companies within the wider group are unaffected by the
appointment of the administrators to the companies,
TheBusinessDesk.com notes.

Workers have begun the process of taking legal action against the
company over the way the redundancy process was managed,
TheBusinessDesk.com relays.


WILDGOOSE CONSTRUCTION: Files for Administration
------------------------------------------------
David Price at Construction News reports that Wildgoose
Construction has filed for administration.

The Derbyshire-based contractor and developer filed legal papers
notifying its intention to appoint an administrator on Nov. 1,
Construction News relates.

Four months ago, the company filed accounts for the year to
September 30, 2020, which showed it made a GBP2 million pre-tax
loss on turnover of GBP52.5 million, Construction News recounts.
This followed on from a GBP1.8 million loss the previous year on a
similar level of turnover, Construction News notes.

The company, which was founded in 1896 and worked as a building
contractor across the public and private sector, reported cash
reserves of GBP4.6 million, Construction News relays.  It owed
trade creditors GBP7.4 million at the end of September 2020; this
was up from GBP6.2 million a year before despite little change in
revenue and cost of sales, pointing to a lengthening of payment
times to suppliers, Construction News states.

The company had 96 staff on its books, Construction News
discloses.

According to Construction News, Wildgoose said it had been
"substantially" affected by the initial lockdown in April 2020 when
the pandemic hit.  It said that, after an initial period of
recovery when the lockdown eased, trading problems then
intensified, with difficulties getting supplies and subcontractors
on sites, Construction News notes.

In October 2020, the company secured a GBP1.5 million Coronavirus
Business Interruption Loan, Construction News recounts.  It was due
to start repayments last month, Construction News notes.

Project output also suffered over the past year, with social
distancing and general disruption caused by the pandemic reducing
efficiency, Construction News discloses.  It claimed this raised
costs on projects and pushed the company into a loss-making
position, Construction News notes.

Wildgoose's trading was further hurt by other companies going bust,
Construction News relays.


[*] UK: Courts Sees Surge in Cases Over Unpaid Business Debts
-------------------------------------------------------------
Irene Garcia Perez and Clara Hernanz Lizarraga at Bloomberg News
report that British courts are seeing a surge in claims to claw
back unpaid business debts, an early warning sign that more
companies could face insolvency after the pandemic.

Court orders to pay a debt are a bellwether for future insolvency
and the latest data paints a gloomy picture, Bloomberg relays,
citing a report by advisory firm Begbies Traynor Group Plc.

"The latest official figures show that court activity is picking up
as creditors become more aggressive in chasing debts."

The report said the number of county court judgments lodged against
companies jumped to 21,769 during the third quarter, 51% more than
the previous three-month period and more than twice the amount seen
a year earlier, Bloomberg relates.

According to Bloomberg, the number of businesses in significant
financial distress dropped 14% from the previous quarter with
pent-up demand helping to fuel a boom in consumption.  That
economic tailwind has helped to provide companies with some
respite, according to the report, Bloomberg discloses.

Even so, big challenges for businesses lie ahead in the shape of
rising inflation and energy prices, constraints on labor
availability and rising Covid-19 rates as the government also winds
down pandemic support measures, Bloomberg states.

"Despite the summer economic boom, systematic problems remain, and
some businesses are encountering difficulties in paying back
government Covid loans," said Julie Palmer, a partner at Begbies
Traynor.  "While many businesses have returned to a sense of
normality, history suggests that high levels of debts and
subsequent overtrading could eventually take their toll."

Another recent study by Begbies Traynor found U.K. corporate debt
soared by GBP1.9 trillion (US$2.6 trillion) in 2020 to GBP6.6
trillion, Bloomberg notes.  More than 50% of the country's
businesses are "saddled with 'toxic debt' that may never be
repaid," according to that report.



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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