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

                          E U R O P E

          Friday, November 5, 2021, Vol. 22, No. 216

                           Headlines



F R A N C E

CASINO GUICHARD-PERRACHON: S&P Affirms 'B' Issuer Credit Rating


I R E L A N D

CAIRN CLO VI: Fitch Raises Class F-R Notes Rating to 'B+'
CAIRN CLO XI: Fitch Affirms B- Rating on Class F Notes
HARVEST CLO VII: Fitch Raises Class F-R Notes to 'B'
RICHMOND PARK: Fitch Raises Class F-RR Notes Rating to 'B+'
ST. PAUL CLO II: Fitch Gives 'B-(EXP)' Rating to F-RRRR Notes

ST. PAUL CLO V: Fitch Raises Class F-R Notes Rating to 'BB-'


I T A L Y

BANCA CARIGE: Fitch Withdraws Ratings
IMA SPA: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable


L U X E M B O U R G

AI CONVOY: S&P Affirms 'B' ICR on First-Lien Term Loan Add-On
NETS TOPCO 3: Fitch Withdraws 'BB-' LongTerm IDR


N E T H E R L A N D S

MAGOI BV: Fitch Raises Class F Debt Rating to 'BB+'


P O L A N D

CANPACK SA: Fitch Gives Final 'BB' Rating to USD800MM Unsec. Notes


U N I T E D   K I N G D O M

BRACKEN MIDCO 1: Fitch Gives Final 'B' Rating to GBP380MM Notes
CNG GROUP: Goes Into Liquidation, 180 Jobs Affected
CROYDON PARK: Sale "Not Ideal", Government Inspectors Say
FIX8: Bought Out of Liquidation by Global Tea
HOWDEN GROUP: S&P Affirms 'B' ICR on Debt Financing, Outlook Stable

INTERFACE CONTRACTS: Files for Administration
LOR CONTRACTING: Bought Out of Administration by F I Construction
ROLLS-ROYCE PLC: Fitch Alters Outlook on 'BB-' LT IDR to Stable
SYON SECURITIES 2020-2: Fitch Raises Class B Debt Rating to 'BB'


X X X X X X X X

[*] BOOK REVIEW: Hospitals, Health and People

                           - - - - -


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F R A N C E
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CASINO GUICHARD-PERRACHON: S&P Affirms 'B' Issuer Credit Rating
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Casino Guichard-Perrachon
(Casino) to stable from negative and affirmed its 'B' issuer credit
rating.

The stable outlook indicates that S&P expects Casino to further
deleverage in the next 12-18 months and to report neutral free
operating cash flow (FOCF) after lease payments in France. The
outlook also reflects the influence of the group's highly indebted
holding company, Rallye, on S&P's perception of Casino's long-term
credit quality because Rallye's situation creates high uncertainty
about Casino's future perimeter, strategy, and financial policy.

The two-year deferment of Rallye's payments under the safeguard
plan alleviate the short-term rating pressure on Casino.

On Oct. 26, 2021, the Paris Commercial Court approved the deferral
by two years of Rallye's debt amortization schedule established
under the original safeguard plan approved in March 2020. The
original safeguard plan established that the first material
repayment due by Rallye (EUR1.7 billion of primarily secured debt)
was due in February 2023. Under the revised plan, the first
material debt repayment of nearly EUR1.9 billion of predominantly
secured debt will now be due in February 2025. Although uncertainty
remains as to how the total debt of about EUR3.3 billion at the
holding companies (Rallye and above) will ultimately be repaid, the
debt amortization rescheduling alleviates the short-term pressure
on both Rallye and Casino.

Moreover, Casino's success in renegotiating its loan covenants
should facilitate the implementation of its asset disposal program.
Before July 2021, Casino was subject to a tight financial covenant
schedule, which mandated it reach 4.75x gross leverage at the
restricted group level (comprising the French perimeter and the
e-commerce subsidiary) by the end of 2021. S&P said, "Although we
expected Casino to comply with this covenant, we anticipated narrow
headroom. Under the new covenants of its EUR2 billion revolving
credit facility (RCF), Casino must, on a slightly amended perimeter
excluding Green Yellow, observe a maintenance gross secured
leverage ratio of 3.5x and a ratio of EBITDA to net financial costs
of not less than 2.5x, for which the group has sufficient headroom
under our base case. This positive development should provide
Casino more time to execute the reminder of its disposal plan
(EUR1.4 billion left to execute of the EUR4.5 billion total
disposal plan). Moreover, Casino's refinancing of its term loan B
to August 2025 and issuance of EUR525 million unsecured bond due
2027 has allowed the group to address the wall of debt it faced in
2024 while providing the company sufficient liquidity to repay its
June 2022 and January 2023 debt maturities. In our view, these
factors have diminished the immediate downside risk to our rating,
prompting us to revise our outlook to stable."

The two-year deferment of Rallye's debt repayment schedule due
under the safeguard plan does not change our fundamental opinion on
the Casino rating, which is still highly influenced by Rallye's
poor credit standing. S&P acknowledges that Casino benefits from
protective features against a potential contagion of Rallye's
credit standing:

-- Casino's 2026 bond and bank documentation preclude any material
dividend payment, subject to a 3.5x gross debt-to-EBITDA ratio
calculated only at the restricted group level (composed of the
French perimeter and the e-commerce business) until 2027, when the
group's latest issued unsecured bond will mature.

-- S&P considers it unlikely that Rallye's safeguard proceedings
could be extended to Casino at this stage, given the conditions for
extension are very restrictive under French law and the general
rule for groups of companies is that the possibility of safeguard
proceedings must be assessed on the basis of the stand-alone
creditworthiness of each entity of the group.

-- Casino and Rallye are both separately listed legal entities and
there are some protections for Casino's minority shareholders under
the French regulatory and corporate governance framework.

However, S&P's concerns related to the influence of parent Rallye's
indebtedness on Casino remain, and consist of the following:

-- Casino's leverage in France continues to be high and is not
expected to decrease materially in 2021 against the 5x reported
last year (on the restricted group perimeter but including Green
Yellow, which differs from the calculation of the RCF covenant
which excludes Green Yellow), due to delays in asset disposals and
a volatile operating landscape. This is a function of, among
others, Casino's high dividend payments to Rallye over the years to
service Rallye's debt.

-- As indicated in Rallye's press release and the original
safeguard plan, the court established that Rallye's ability to
redeem its debt is dependent predominantly on Casino's dividend
distribution capacity. A debt amortization schedule, therefore, has
been granted because Casino's asset disposal plan has been delayed
by the pandemic, making it unlikely that Rallye could address its
capital structure under the original safeguard plan through
dividend payments or through any propped-up enterprise valuation.

-- The current situation highlights, in our view, continuing
deficiencies in governance standards in comparison with other large
listed retailers. In particular, Jean-Charles Naouri is a
shareholder of both Rallye and Casino, while being chairman of
Rallye and CEO of Casino, and Rallye's shares in Casino are pledged
to its lenders.

In sum, regardless of these legal and documentational features,
Rallye's dependence on Casino to address its debt amortization
schedule creates high uncertainty regarding Casino's future
perimeter and normative financial leverage.

S&P said, "We expect Casino to pursue its gradual deleveraging
efforts, predominantly through asset disposals. In 2020, Casino
started a deleveraging program and reached an S&P Global
Ratings-adjusted leverage of 4.8x (fully consolidating the group's
Latin America operations but excluding the holding companies'
debt), a proportional leverage of 5.3x (incorporating only Casino's
41% stake in its Latin America subsidiaries) and a gross leverage
on the restricted group (primarily in France) of 5.0x against a
covenant test of 5.75x on the restricted group. The group also
undertook significant efforts to lengthen the maturity of its debt.
By the end of 2021, we expect these ratios to be respectively about
4.0x-4.5x on a consolidated basis, about 4.8x-5.2x on a
proportional leverage basis, and slightly below 5x on a restricted
perimeter basis, depending on the pace of asset disposals and the
group's year-end performance. These efforts to reduce the group's
debt burden through asset disposals are crucial for Casino to
durably improve its credit quality, given that its reported FOCF
after lease and interest payments in France in 2020 and previous
years was negative and it is expected to remain negative in 2021.

"Although we expect a more challenging operating environment for
Casino in its domestic market, we believe it still has an
attractive competitive position. The group's first-half 2021
results showed a contrasting picture, with negative sales growth
but increasing profitability. In particular, all formats in France
were down in the second quarter, not only against second-quarter
2020 results but even against those from second-quarter 2019, due
to continuing government restrictions. Together with this decline
in sales, the group lost market share. We believe that
third-quarter numbers point to some stabilization of market share
losses, but we note that the group's performance so far somewhat
contrasts with other large European food retailers that have posted
robust growth numbers during the pandemic. Casino managed to post
growth in EBITDA, however. In our view, this is partly thanks to
the group's strong cost-control efforts and optimization, but it
might also indicate a high price positioning in some of its premium
formats, which weighs on volume levels, even if it temporarily
improves EBITDA generation. Furthermore, we see emerging forms of
competition in some of the group's strongholds, such as Paris,
likely to harm its competitive positioning in these niche markets.
We note numerous online retailers are emerging rapidly, offering
record delivery times and attractive prices through their online
platforms. These new entrants weigh marginally on Casino's core
markets, but they are likely to impact Casino's pricing strategy,
in particular in an inflationary food market context. Nevertheless,
Casino continues to benefit from a well-diversified store
footprint, with a predominance of margin-friendly convenience and
proximity formats, a premium positioning of some of its main brands
(Monoprix, Naturalia), and an online partnership between Amazon and
Monoprix enabling it to capture the growth in online demand. In our
view, however, the migration to online cannibalizes in-store sales
for Monoprix and reduces cross-selling opportunities of non-food
products, because, unlike its brick-and-mortar offerings,
Monoprix's online offer with Amazon focuses solely on food."

The group's Latin America operations are still expected to perform
robustly on a local currency basis, but the benefits for the wider
group are limited.Further to the reorganization of the group's
Latin America operations, with the recent spin-off of
cash-and-carry operator Assai from Casino's Brazilian operator,
GPA, the group announced the acquisition by Assai of 71 stores from
GPA, which will allow Assai to capture additional growth, building
on the success of the cash-and-carry format in Brazil. Assai's
earnings are expected to grow robustly in the next few years and,
considering the weight of fixed charges in its profit and loss
account, its profit margin is expected to stay at 7%-8% as adjusted
by S&P Global Ratings, in spite of the value positioning of the
cash-and-carry format. GPA's organic growth should also be
supported by a continuing good format diversification, with a more
premium approach, which, coupled with expense-control actions,
should allow for some EBITDA margin improvement and leverage
decrease. However, the benefits of the Latin America business for
the wider group are limited at this stage. This is because the
Brazilian real has depreciated steadily against the euro since
2017, so the effect on Casino's consolidated metrics is not
favorable. In addition, and more importantly, the group's indebted
French operations can't rely on any meaningful contribution from
the Latin American subsidiaries to service its debt, as dividends
from these subsidiaries are not material and leakage to minorities
is meaningful. S&P notes, however, that since the Assai spin-off
was implemented, the market value of the Latin America operations
has doubled.

S&P said, "The stable outlook indicates that we expect Casino to
further deleverage in the next 12-18 months, primarily through
asset disposals, translating into fully consolidated S&P Global
Ratings-adjusted leverage of about 4.0x in 2022, equivalent to a
restricted group leverage (including only France,e-commerce, and
Green Yellow) of about 4.0x-4.5x and to a proportional leverage
(for its subsidiaries in Latin America) well below 5.0x. We also
expect nearly neutral reported FOCF generation after lease payments
in France. The outlook also reflects the influence of the group's
highly indebted parent holding company Rallye on our perception of
Casino's long-term credit quality because Rallye's situation
creates high uncertainty about Casino's future perimeter, strategy,
and financial policy.

"We could lower the rating on Casino if we perceive Rallye could
undertake actions that could be harmful to Casino's credit quality.
We could also downgrade Casino if it failed to deleverage
sustainably and well below 5.0x on both a consolidated and a
proportional S&P Global Ratings-adjusted leverage basis due to a
failure to execute the remainder of the disposal plan and to
improve its profitability, translating into structurally negative
FOCF generation in France."

S&P could raise the rating if:

-- The uncertainty associated with Rallye's credit standing were
to diminish significantly in the next few months, as a result of
Rallye addressing its unsustainable capital structure without
leveraging on Casino's present or future cash flows; and

-- Casino's consolidated and proportional debt to EBITDA ratios
were to improve sustainably to well below 4.0x on an S&P Global
Ratings-adjusted basis, thanks to faster and broader execution of
the disposal plan than S&P anticipates, and much improved cash flow
generation against its base case.




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I R E L A N D
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CAIRN CLO VI: Fitch Raises Class F-R Notes Rating to 'B+'
---------------------------------------------------------
Fitch Ratings has upgraded Cairn CLO VI B.V., except its class A-R
notes, which are rated at 'AAA'. All the upgraded five tranches
have been removed from Under Criteria Observation (UCO).

        DEBT                   RATING            PRIOR
        ----                   ------            -----
Cairn CLO VI B.V.

Class A-R XS1850309466    LT AAAsf   Affirmed    AAAsf
Class B-R XS1850309896    LT AAAsf   Upgrade     AAsf
Class C-R XS1850310126    LT A+sf    Upgrade     Asf
Class D-R XS1850310555    LT BBB+sf  Upgrade     BBBsf
Class E-R XS1850310803    LT BB+sf   Upgrade     BBsf
Class F-R XS1850310985    LT B+sf    Upgrade     B-sf

TRANSACTION SUMMARY

The transaction is a cash-flow collateralised loan obligation
backed by a portfolio of mainly European leveraged loans and bonds.
The transaction is out of its reinvestment period and has started
to amortise.

KEY RATING DRIVERS

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

Transaction Deleveraging: The upgrades also reflect the
amortisation of class A-R notes by EUR79 million since November
2020, which has increased credit enhancement levels. Credit
enhancement levels for the class A-R, B-R, C-R, D-R, E-R and F-R
notes have increased to 50.9%, 35.4%, 28.1%, 21,8%, 12.9% and 9.7%,
respectively.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors in the 'B'/'B-' category for the transaction. The
weighted average rating factor (WARF) calculated by the trustee was
35.3, above the maximum covenant of 33 as of 15 September 2021. The
Fitch-calculated WARF under the updated Fitch CLOs and Corporate
CDOs Rating Criteria was 26.7.

High Recovery Expectations: Senior secured obligations comprise
100% of the portfolio. Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets.

Portfolio Concentration: The portfolio has become more concentrated
as it continues to amortise with the top-10 obligor concentration
at 22.4% and largest issuer representing 3.4% of the portfolio. The
largest Fitch-defined industry as calculated by the agency
represents 14% and the three-largest Fitch-defined industry at
33.4%, both within their respective limits of 17.5% and 40%.

Portfolio Management/Asset Performance: The total portfolio
balance, adjusted for Fitch recoveries on defaulted assets, was
below the total par amount by 1.1% as of the investor report in
September 2021. The transaction failed the Fitch WARF, weighted
average spread and life, and 'CCC' tests. There were no trades in
the reporting period as the transaction is out of reinvestment
period and failing the WAL test.

RATING SENSITIVITIES

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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


CAIRN CLO XI: Fitch Affirms B- Rating on Class F Notes
------------------------------------------------------
Fitch Ratings has affirmed Cairn CLO XI DAC and removed UCO (Under
Criteria Observation) from all tranches except the class A notes.

    DEBT               RATING            PRIOR
    ----               ------            -----
Cairn CLO XI DAC

A XS2076107718    LT AAAsf   Affirmed    AAAsf
B XS2076108369    LT AAsf    Affirmed    AAsf
C XS2076108526    LT Asf     Affirmed    Asf
D XS2076109250    LT BBB-sf  Affirmed    BBB-sf
E XS2076109920    LT BB-sf   Affirmed    BB-sf
F XS2076109847    LT B-sf    Affirmed    B-sf

TRANSACTION SUMMARY

Cairn CLO XI DAC is a cash flow collateralised loan obligation
(CLO) of mostly European leveraged loans and bonds. The transaction
is in its reinvestment period and the portfolio is actively managed
by Cairn Loan Investments II LLP.

KEY RATING DRIVERS

Fitch Test Matrix Update: The manager has amended the Fitch test
matrix and the definition of "Fitch Rating Factor" and "Fitch
Recovery Rate" in line with Fitch updated CLOs and Corporate CDOs
Rating Criteria published on 17 September 2021.

The updated criteria, together with the stable performance of the
transaction, had a credit positive impact on the ratings. As a
result of the matrix amendment the collateral quality test for the
weighted average recovery rate was lowered to be in line with the
break-even weighted average recovery rate at which the current
ratings would still pass. Fitch has performed a stressed portfolio
analysis on the updated Fitch test matrix and the model implied
ratings are in line with the current ratings, leading to an
affirmation of the notes.

The stressed portfolio analysis was based on a six-year weighted
average life (WAL), 11.5 months less than the WAL covenant to
account for structural and reinvestment conditions after the
reinvestment period, including passing the over-collateralisation
tests and Fitch 'CCC' limitation. When combined with loan
pre-payment expectations, this ultimately reduces the maximum
possible risk horizon of the portfolio.

Stable Asset Performance: The transaction's metrics are broadly
similar to those at the last review in July 2021. The transaction
was above par by 0.1% as of the investor report in October 2021.
The transaction is passing all portfolio profile tests and coverage
tests, except weighted average spread (WAS) test.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors in the 'B'/'B-' category for the transaction. The
Fitch-calculated weighted average rating factor (WARF) under the
updated Fitch CLOs and Corporate CDOs Rating Criteria was 25.8.

High Recovery Expectations: Senior secured obligations comprise
100% 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 62.1%.

Portfolio Well-Diversified: The portfolio is well-diversified
across obligors, countries and industries. The top-10 obligor
concentration is 11.1% and no obligor represents more than 1.2% of
the portfolio balance. The largest Fitch-defined industry as
calculated by the agency represents 11% and the three largest
Fitch-defined industries at 30.3%, both within their respective
limits of 17.5% and 40%.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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


HARVEST CLO VII: Fitch Raises Class F-R Notes to 'B'
----------------------------------------------------
Fitch Ratings has upgraded the class B-R, C-R, D-R, E-R, and F-R
notes of Harvest CLO VII DAC and removed them from Under Criteria
Observation (UCO). Fitch also affirmed the class A-R notes at
'AAAsf'. Fitch has also revised the Rating Outlooks for the class
C-R, D-R, E-R, and F-R notes to Positive from Stable and the Rating
Outlook remains Stable for all other tranches.

      DEBT              RATING            PRIOR
      ----              ------            -----
Harvest CLO VII DAC

A-R XS1533920309    LT AAAsf  Affirmed    AAAsf
B-R XS1533921455    LT AAAsf  Upgrade     AAsf
C-R XS1533918667    LT A+sf   Upgrade     Asf
D-R XS1533917693    LT A-sf   Upgrade     BBBsf
E-R XS1533917263    LT BB+sf  Upgrade     BBsf
F-R XS1533919475    LT Bsf    Upgrade     B-sf

TRANSACTION SUMMARY

The transaction is a cash-flow collateralized loan obligation (CLO)
backed by a portfolio of mainly European leveraged loans and bonds.
The portfolio is managed by Investcorp Credit Management EU Limited
and the transaction exited its reinvestment period in April 2021.

KEY RATING DRIVERS

CLO Criteria Update

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

Transaction Deleveraging

The upgrade of the class B-R, C-R, D-R, E-R, and F-R notes reflects
deleveraging of the transaction since exiting reinvestment in April
2021. The class A-R notes have paid down by EUR49.9 million as of
the October 2021 payment date. Overall credit enhancement (CE) has
improved across all rated notes since the last review.

Deviation from Model-implied Rating

The assigned ratings for the class D-R and F-R notes are one notch
lower than the model-implied ratings. The rating deviation reflects
the small breakeven default rate cushion at the model-implied
ratings, which could erode if the portfolio performance
deteriorated.

Portfolio Performance

As per the issuer's report dated Sept. 30, 2021, the transaction is
passing all coverage tests and concentration limitations but is
failing certain collateral quality tests that restrict the
manager's ability to reinvest principal proceeds and agree to
maturity amendments. As such, the transaction has not reported any
purchases since April 2021. Assets with a Fitch-derived rating of
'CCC+' and below make up 6.1% of the portfolio, below the 7.5%
concentration limitation. There are no defaulted obligations
reported in the portfolio.

Asset Credit Quality

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors in the 'B'/'B-' category for the transaction. The
Fitch WARF reported by the trustee was 34.8 in the Sept. 30, 2021
monthly report, above the maximum covenant of 33.0. The
Fitch-calculated WARF under the updated Fitch CLOs and Corporate
CDOs Rating Criteria was 25.4.

Asset Security

Senior secured obligations make up 99.5% of the portfolio. Fitch
views the recovery prospects for these assets as more favorable
than for second-lien, unsecured and mezzanine assets. The Fitch
WARR of the current portfolio is 62.7% as per the most recent
report, below the minimum test limit of 64.5%.

Portfolio Concentration

The portfolio is well-diversified across obligors, countries and
industries. The trustee reports that the top 10 obligors represent
18.5% of the portfolio balance with no obligor accounting for more
than 2.5%.

RATING SENSITIVITIES

Factor 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 rating
    (RRR) by 25% at all rating levels will result in downgrades of
    no more than four notches depending on the notes. Downgrades
    may occur if the build-up of credit enhancement following
    amortization does not compensate for a larger loss expectation
    than initially assumed due to unexpectedly high level of
    default and portfolio deterioration.

Factor 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 of the RRR by 25% at all rating levels
    would result in an upgrade of up to four notches depending on
    the notes. Except for the notes that are already at the
    highest 'AAAsf' rating, upgrades may occur in case of better
    than expected portfolio credit quality and deal performance,
    leading to higher CE and excess spread available to cover for
    losses on the remaining portfolio. If asset prepayment is
    faster than expected and outweighs the negative pressure of
    the portfolio migration, this could increase CE and put
    upgrade pressure on the non-'AAAsf' rated notes.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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


RICHMOND PARK: Fitch Raises Class F-RR Notes Rating to 'B+'
-----------------------------------------------------------
Fitch Ratings has upgraded eight tranches of Richmond Park CLO DAC
and removed them from Under Criteria Observation (UCO). Fitch also
affirmed 'AAA' rated class A-RR tranche and revised the Rating
Outlooks on the class E-RR and F-RR notes to Positive from Stable.

      DEBT                  RATING            PRIOR
      ----                  ------            -----
Richmond Park CLO DAC

A-RR XS1849529398      LT AAAsf   Affirmed    AAAsf
B-1-RR XS1849530057    LT AA+sf   Upgrade     AAsf
B-2-RR XS1849530644    LT AA+sf   Upgrade     AAsf
B-3-RR XS1854604441    LT AA+sf   Upgrade     AAsf
C-1-RR XS1849531378    LT A+sf    Upgrade     Asf
C-2-RR XS1854605760    LT A+sf    Upgrade     Asf
D-RR XS1853034624      LT BBB+sf  Upgrade     BBBsf
E-RR XS1849531618      LT BB+sf   Upgrade     BBsf
F-RR XS1849531709      LT B+sf    Upgrade     B-sf

TRANSACTION SUMMARY

Richmond Park CLO DAC is a cash flow collateralized loan obligation
(CLO). The underlying portfolio of assets mainly consists of
leveraged loans and is managed by Blackstone Ireland Limited. The
deal exited its reinvestment period in July 2021.

KEY RATING DRIVERS

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

Transaction Deleveraging: The class A-RR note has amortized by
approximatively EUR 32 million as of the investor report in October
2021. The transaction exited its reinvestment period in July 2021
and the manager can now only reinvest unscheduled principal proceed
and proceeds from credit impaired and improved sales, subject to
certain criteria, including the weighted average life (WAL) test
being satisfied following such reinvestment. As of the October 2021
investor report the WAL of the portfolio is 4.08 versus the maximum
covenanted WAL of 3.79 years.

The upgrades and Positive Outlook on the notes also reflect
constraints on reinvestments from sale proceeds and unscheduled
principal proceeds as the weighted average life (WAL) test is
currently being breached, as well as other collateral quality
tests.

Deviation from Model Implied Rating: The upgrades of the class
B-1-RR, B-2-RR, B-3-RR (collectively, class B-RR notes) to 'AA+sf'
and D-RR notes to 'BBB+sf' are deviations from Fitch's
model-implied ratings of 'AAAsf' and 'A-sf' respectively. The
deviation by negative one notch for both classes reflects that the
model-implied rating may not be resilient against credit
deterioration, based upon the Negative Outlook scenario. The
deviation is motivated by the limited breakeven default rate
cushion when considering this scenario in the analysis.

Stable Asset Performance: The transaction metrics are broadly
similar to those at the last review in June 2021. Current portfolio
par amount was below the original target par by about 67bps per the
October 2021 investor report. All coverage tests are passing, but
the Fitch weighted average spread test (WAS), Fitch weighted
average rating factor (WARF) and the weighted average life (WAL)
test are showing small failures against their limits.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors in the 'B'/'B-' category for the transaction. The WARF
calculated by the trustee was 34.1, above the maximum covenant of
33.5. The Fitch-calculated WARF under the updated Fitch CLOs and
Corporate CDOs Rating Criteria was 25.4.

High Recovery Expectations: Senior secured obligations comprise
99.46% of the portfolio. Fitch views the recovery prospects for
these assets as more favorable than for second-lien, unsecured and
mezzanine assets.

Portfolio Well Diversified: The portfolio is well-diversified
across obligors, countries and industries. The top 10 obligor
concentration is 13.7%, and no obligor represents more than 1.6% of
the portfolio balance.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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

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


ST. PAUL CLO II: Fitch Gives 'B-(EXP)' Rating to F-RRRR Notes
--------------------------------------------------------------
Fitch Ratings has assigned St. Paul's CLO II DAC's refinancing
notes expected ratings.

The assignment of final ratings is contingent on the final
documents conforming to information already received.

DEBT                   RATING
----                   ------
St. Paul's CLO II DAC

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

TRANSACTION SUMMARY

St Paul's CLO II 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. Refinancing note
proceeds will be used to refinance existing notes. The portfolio
has a target par of EUR400 million.

The portfolio is actively managed by Intermediate Capital Managers
Limited. The collateralised loan obligation (CLO) has a five-year
reinvestment period and a nine-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor (WARF) of the current
portfolio is 24.8.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the current portfolio is 63.5%.

Diversified Asset Portfolio (Positive): The transaction has a
concentration limit for the 10-largest obligors of 23%. The
transaction also includes various concentration limits, including a
maximum exposure to the three-largest Fitch-defined industries in
the portfolio at 42.5%. These covenants ensure the asset portfolio
will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a five-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): Fitch's analysis is based on a
stressed-case portfolio with an eight-year WAL. Under the agency's
CLOs and Corporate CDOs Rating Criteria, the WAL used for the
transaction stressed-case portfolio is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period, including passing the
over-collateralisation and Fitch 'CCC' limitation tests together
with a linearly decreasing WAL covenant. 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 four notches, depending on the notes.

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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


ST. PAUL CLO V: Fitch Raises Class F-R Notes Rating to 'BB-'
------------------------------------------------------------
Fitch Ratings has upgraded St. Paul's CLO V DAC's class B-1-R,
B-2-R, C-1-R, C-2-R, D-R, E-R and F-R notes and removed them from
Under Criteria Observation (UCO). The class A-R-R notes were
affirmed.

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

Class A-R-R XS2337080621    LT AAAsf   Affirmed    AAAsf
Class B-1-R XS1648273560    LT AA+sf   Upgrade     AAsf
Class B-2-R XS1648274378    LT AA+sf   Upgrade     AAsf
Class C-1-R XS1648274964    LT A+sf    Upgrade     Asf
Class C-2-R XS1648275698    LT A+sf    Upgrade     Asf
Class D-R XS1648276233      LT BBB+sf  Upgrade     BBBsf
Class E-R XS1648277710      LT BB+sf   Upgrade     BB-sf
Class F-R XS1648277983      LT BB-sf   Upgrade     B-sf

TRANSACTION SUMMARY

The transaction is a cash-flow collateralized loan obligation
backed by a portfolio of mainly European leveraged loans and bonds.
The transaction exited its reinvestment period in August of 2021
and has not started to amortize.

KEY RATING DRIVERS

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

No Amortization: The transaction's reinvestment period ended in
August of 2021, but the notes have not started to amortize. All
collateral quality and portfolio profile tests are currently
passing, except for the Fitch 'CCC' obligation limitation.
Compliance of these tests, excluding the Fitch 'CCC' obligation
limitation, allows the manager to reinvest unscheduled principal
proceeds and credit-impaired and credit-improved sales proceeds.
With the exception of the weighted average life test, which must be
satisfied, the manager may generally reinvest on a maintain or
improve basis when failing the tests. The manager is currently
running a negative cash balance of EUR26 million as of Sept. 17,
2021.

Portfolio credit quality may potentially deteriorate with ongoing
reinvestment activity. However, given that the current portfolio
metrics are relatively close to covenant limits, Fitch did not
update the Fitch Stressed Portfolio analysis. In Fitch's view, the
breakeven default rate cushions at the upgraded ratings are
sufficient to mitigate the risk of portfolio deterioration due to
trading activity.

The Stable Outlooks reflect Fitch's expectation for limited
amortization for the next year and that the classes have sufficient
levels of credit protection to withstand potential deterioration in
the credit quality of the portfolio in stress scenarios
commensurate with the classes' respective ratings.

Deviation from Model Implied Rating: The assigned ratings for the
class B-1-R, B-2-R, D-R, and F-R notes are one notch lower than
their respective model implied ratings. This deviation from the
model implied rating is driven by the low breakeven default rate
cushions for these notes at the model implied rating, which can
erode quickly due to the manager's trading flexibility.

Portfolio Concentration: The portfolio remains diversified, but is
expected to become more concentrated once the transaction starts to
amortize. The largest issuer and largest 10 issuers are reported by
the trustee as representing 2.0% and 17.3% of the portfolio,
respectively.

Broadly Stable Asset Performance: The portfolio has a net target
par loss of 0.8%. Exposure to assets with a Fitch-derived rating of
'CCC+' and below is reported by the trustee at 7.7% compared with
the 7.5% limit.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors to be in the 'B'/'B-' category. The trustee calculated
Fitch weighted-average rating factor (WARF) was 34.76 as of the
September 2021 investor report, marginally under the covenant
maximum limit of 35.00. The Fitch calculated WARF is 26.1 after
applying the recently updated Fitch CLOs and Corporate CDOs Rating
Criteria.

High Recovery Expectations: 97.2% of the portfolio comprises senior
secured obligations. Fitch views the recovery prospects for these
assets as being more favorable than for second-lien, unsecured and
mezzanine assets. The Fitch weighted-average recovery rate of the
current portfolio is reported by the trustee at 63.20%, compared
with the covenant minimum of 62.10%.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

St. Paul's CLO V DAC

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

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.




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

BANCA CARIGE: Fitch Withdraws Ratings
-------------------------------------
Fitch Ratings has withdrawn Banca Carige S.p.A. - Cassa di
Risparmio di Genova e Imperia's (Carige) Long-Term Issuer Default
Rating (IDR) of 'B-' with Negative Outlook and Viability Rating
(VR) of 'b-'.

Fitch is withdrawing the ratings as Carige is no longer
participating in the rating process. Therefore, Fitch does not have
sufficient information to maintain the ratings. Accordingly, Fitch
will no longer provide ratings or analytical coverage for Carige.

KEY RATING DRIVERS

Upon the withdrawal, Carige's key rating drivers remain as detailed
in the last rating action commentary published on 16 November
2020.

ESG CONSIDERATIONS

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

Following the withdrawal of Carige's ratings, Fitch will no longer
provide the associated ESG Relevance Scores.

RATING SENSITIVITIES

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

-- Not applicable.

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

-- Not applicable.

BEST/WORST CASE RATING SCENARIO

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


IMA SPA: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' ratings to Italian automated
machine manufacturer IMA SpA and its senior secured notes, with a
'3' recovery rating indicating our expectation of meaningful
(50%-70%; rounded estimate: 55%) recovery prospects at default. S&P
subsequently withdrew its preliminary 'B' rating on Sofima Holding
given the merger.

The stable outlook reflects S&P's view that IMA's leverage will be
8.5x-9.0x for 2021, with funds from operations (FFO) cash interest
coverage remaining above 2.5x.

The Vacchi family and BC Partners completed their take-private
transaction of Italian automated machine manufacturer IMA SpA
through a leveraged buyout, issuing EUR1,280 million of senior
secured notes and EUR310 million of payment-in-kind (PIK) notes.

Because the original issuer of the notes, Sofima Holding SpA, has
been absorbed by IMA SpA through a reverse merger, the senior
secured debt facilities have been pushed down to IMA SpA.

The outcome of IMA SpA's acquisition of Sofima Holding SpA is in
line with the assumptions we used to determine the preliminary
rating on Sofima on Dec. 7, 2020. In June 2021, IMA absorbed Sofima
Holding through a reverse merger, successfully completing the
take-private transaction initiated by the Vacchi family and BC
Partners in July 2020. As part of the merger, the senior secured
debt facilities were pushed to IMA SpA from Sofima Holding. The
Vacchi family ultimately holds about 55% of the economic rights and
51% of the voting rights of IMA, while BC Partners has 44% of the
economic rights and 49% of the voting rights.

S&P said, "Our ratings reflect IMA's defensive business model,
stable EBITDA margin, and good cash generation profile. We consider
IMA's positioning as an innovative designer of automated machinery
used for packaging and processing of various pharmaceutical,
consumer goods, and tobacco end markets, where the company has a
predominant presence in the niches it serves. These smaller markets
are characterized by limited pricing pressure, allowing for stable
EBITDA margins and sustainably positive free operating cash flow
(FOCF). We forecast IMA will generate annual FOCF of more than
EUR50 million in 2021-2022, compared with EUR49 million in 2020. We
expect IMA will prioritize growth investments over shareholder
distributions in the medium term."

IMA's EBITDA margins are improving moderately on the back of strong
demand for its products over the first half of 2021. IMA reported
revenue of EUR771 million in the first six months of the year,
signaling 21% growth from the same period in 2020 and 10% above
2019 levels. Top-line growth stems primarily from strong demand for
IMA's products in the Tea, Food and Other and Pharmaceutical
divisions, while revenue in the Tobacco segment was on par with
2020 levels. IMA's revenue growth has supported EBITDA margins
improvement in the first six months of 2021. In this period, IMA's
reported EBITDA margin reached about 15.2% from 12.0% in the same
period in 2020. S&P said, "For the full 2021, we expect revenue
growth of 11%-13% and the S&P Global Ratings-adjusted EBITDA margin
to improve to 15.0%-16.0% from 14.4% in 2020. Although challenges
from supply chain disruptions and input cost inflation should
persist over the remainder of the year, we expect IMA will
diligently manage these disruptions and minimize the impact on
operating performance for the year."

IMA's business is sustained by relatively resilient demand from its
end markets. In the global packaging machinery market, IMA serves
niche end-markets in the pharmaceutical, consumer, and tobacco
sectors, which are characterized by resilient demand from stable,
blue-chip customers. IMA had sales of EUR1.49 billion in 2020 (6.6%
less than 2019 sales of EUR1.60 billion) and S&P forecasts sales
will increase to EUR1.6 billion-EUR1.7 billion in 2021. IMA leads
the pharmaceutical machinery industry in seven core segments, and
it is well positioned in the consumer products segment, with a
dominant 75% market share in the narrow tea bag niche. Furthermore,
IMA holds approximately 40% of the selected dairy niches market
(including butter, soup cubes, and processed cheese). The group is
also a top player in the highly fragmented coffee capsule segment,
with 15% market share.

IMA's business model focuses on the value-add portions of machine
building and benefits from loyal customers. The company outsources
component manufacturing to its intricate chain of local suppliers,
some of which it is vertically integrated into as a minority
shareholder. The outsourcing of most component manufacturing
reduces IMA's fixed-cost base, resulting in a cost of goods sold
that is 80% variable. IMA is therefore able to act as a research
and development (R&D)-focused machine designer, with annual cash
R&D spending of about 5%-6% of revenue and a portfolio of more than
1,700 patents. IMA's technology capabilities, such as turnkey
solutions and flexible machine designs, are a competitive advantage
for the company and limit the price sensitivity of its products.

IMA's debt, as adjusted by S&P Global Ratings, will near EUR2.2
billion in 2021, resulting in adjusted debt to EBITDA of 8.5x-9.0x.
S&P said, "IMA's capital structure mainly consists of the EUR830
million senior secured fixed rate notes, EUR450 million senior
secured floating rate notes, and the PIK notes, which we estimate
will rise to about EUR340 million at year-end 2021. The PIK notes
were issued by Sofima SpA as part of the LBO, and Sofima SpA sits
above IMA's consolidation perimeter. We note that Sofima SpA
doesn't have any other financial interests other than its ownership
of IMA. Furthermore, we believe that Sofima SpA would be reliant on
the dividends upstreamed from IMA to service the loan. Accordingly,
we view the PIK notes as intrinsically linked to IMA, and hence we
include it in our consolidated debt calculation. Under our base
case, we assume that PIK interest will be accrued. We view this
level of debt as high for the company's size, IMA's resilient
business model, and sound FOCF generation prospects
notwithstanding. Due to the company's financial-sponsor ownership,
our debt adjustments do not consider any of IMA's cash balance,
which stood at EUR165.5 million on June 30, 2021."

S&P said, "The stable outlook reflects our expectation that IMA's
leverage will be about 8.5x-9.0x for 2021 and that its cash
interest coverage will remain above 2.5x, assuming the PIK interest
is accrued. We also expect the group will generate positive FOCF of
at least EUR50 million in 2021, which can then be deployed for
acquisitions.”

Downside scenario

S&P said, "We could downgrade IMA if it experiences prolonged weak
demand that results in FFO cash interest coverage deteriorating
below 2.0x, or if it FOCF turns negative to the detriment of its
leverage ratios. In addition, we could lower the rating if IMA
embarks on a material debt-funded acquisition pushing leverage
beyond 10x, alongside low prospects for FOCF generation."

Upside scenario

S&P could consider upgrading IMA if better-than-expected operating
prospects led to S&P Global Ratings-adjusted FOCF of EUR100
million-EUR150 million per year on a sustainable basis. This would
also need to be supported by IMA taking a clear stance on
shareholder returns or debt-funded acquisitions.




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

AI CONVOY: S&P Affirms 'B' ICR on First-Lien Term Loan Add-On
-------------------------------------------------------------
S&P Global Ratings affirmed its ratings on AI Convoy (Luxembourg)
S.a.r.l. (Cobham) at 'B'. S&P also affirmed the 'B' issue rating
and '3' recovery rating on its senior secured debt.

The stable outlook reflects S&P's view that the company's strong
order book supports its revenue and EBITDA generation, EBITDA
margins continue to rise steadily, and the company is still on
track to generate reasonable free operating cash flow (FOCF).

The add-on to the first-lien debt will be partially used to fund
Cobham's recent acquisition of CEI and support potential future
acquisitions while bolstering cash availability. Cobham has raised
$225 million in addition to its existing U.S. dollar first-lien
term loan balance, on the same terms. The company is using this
add-on to fund the acquisition of CEI, which is a specialized
designer and manufacturer of digital, analog, and mixed-signal
hardware for radar, electronic warfare, and signal-processing
applications. The newly acquired company, which had about $7
million EBITDA generation in 2020, will sit within the Cobham
advanced electronics solutions (CAES) segment, supporting solutions
across aerospace and defense systems. CEI was purchased for about
$80 million. The remainder of the add-on will be used to fund
potential further bolt-on acquisitions, as well as to pay down its
RCF drawings to nil. The company has also completed the sale of its
Slips Rings business, which sat within the communications and
connectivity segment.

S&P said, "Rating headroom is declining in 2021 due to the
additional debt, but we expect it to recover in 2022. As a result
of the add-on, we expect Cobham's gross debt levels to be slightly
above $3 billion, including the payment-in-kind (PIK) preference
shares and the interest-free preferred equity certificates
(IFPECs), totaling about $470 million at year-end 2021, within the
capital structure. We forecast Cobham's S&P Global Ratings-adjusted
gross-debt-to-EBITDA ratio, excluding these shareholder loans, to
be about 7.7x-8.2x in 2021, slightly above previous expectations of
7.0x-7.4x. In addition, the group's funds from operations (FFO)
cash interest coverage declines to about 1.5x in 2021, which leaves
little rating headroom for operating underperformance in the near
term. This is driven by the higher-than-expected level of cash
taxes due. We expect leverage to decline toward 7x in 2022 and FFO
cash interest coverage to rise toward 2x in 2022, because of higher
revenue and gradually improving margins.

"Revenue and EBITDA generation remain resilient, supported by the
exposure to the defense sector as well as the recovery of
commercial aerospace. We expect Cobham to generate revenue in
excess of $1.5 billion in 2021, a slight decline from previous
forecasts because of the sale of the Slip Rings business, with a
view on revenue generated from ongoing businesses. The drop is
slightly offset by an incremental increase from the acquisition of
CEI. We expect revenue to be about $1,570 million-$1,615 million in
2022, thanks to reasonable growth across all remaining reporting
segments of Cobham. Despite the slight changes in the business, we
still anticipate that adjusted EBITDA will rise by about 6%-9%
relative to 2021, with margins steadily improving from about
21%-22% in 2021 to about 22%-23% in 2022, thanks to operational
improvements across the business.

"We expect FOCF generation to improve materially in 2022 and
Cobham's liquidity to remain adequate. The top-line and EBITDA
generation resilience supports Cobham's generation of positive
FOCF, which we now expect to be about $125 million-$150 million in
2022, up from about $30 million to $50 million in 2021. This is
thanks to improving top-line growth and EBITDA generation, higher
expected FFO with slightly lower levels of cash taxes, and lower
cash interest costs with some mandatory debt amortization and lower
one-time costs, which supports our base case that the business will
remain robust. We continue to assess Cobham's liquidity as
adequate, owing to the good amount of cash on the balance sheet and
availability under the RCF, which has ample headroom on its
springing covenant. At this stage, we have not factored any further
business disposals into our forecast.

"The stable outlook indicates that a good order book, with a focus
on the defense and space businesses but with some exposure to
commercial aerospace, supports revenue and EBITDA generation in
2021 and 2022. EBITDA margins should continue to increase. We
expect the company will generate FOCF well above $100 million in
2022, and we forecast that key credit metrics will steadily improve
due to higher EBITDA generation.

"We could lower the ratings if the group were not able to perform
in line with the base case, such that liquidity weakened or
leverage (excluding shareholder loans) rose sustainably above 8x.
This could stem from potential further disposals coupled with
additional shareholder distributions. Further, if FFO cash interest
coverage weakened to below 1.5x with little prospect of a swift and
sustainable improvement, we could take a negative rating action.

"We could consider raising the ratings if Cobham's revenue and
EBITDA started to rise significantly, supporting deleveraging
prospects, with debt to EBITDA trending sustainably below 6x
(excluding shareholder loans) and FFO cash interest coverage
remaining sustainably above 3.0x. We would also need to see
continued significant FOCF generation well over $150 million,
supported by adequate liquidity and ample covenant headroom."


NETS TOPCO 3: Fitch Withdraws 'BB-' LongTerm IDR
------------------------------------------------
Fitch Ratings has upgraded Nets Topco Lux 3 Sarl's (Nets) Long-Term
Issuer Default Rating (IDR) to 'BB-' from 'B+' and maintained it on
Rating Watch Positive (RWP). The IDR, along with other ratings, has
simultaneously been withdrawn following the completion of Nets'
acquisition by Nexi S.p.A. (BB-/RWP).

Fitch has also downgraded the rating of EUR220 million notes at
Nassa TopCo AS (Nassa) to 'BB-' from 'BB' and maintained it on RWP
as the instrument remains within the group structure of Nexi and
Fitch expects it to be rated in line with the rest of the debt at
Nexi upon RWP resolution.

Fitch will resolve the RWP on Nexi, and hence on Nassa's notes,
upon the completion of Nexi's merger with SIA, which is expected in
4Q21. Under the presented terms, this merger could result in an
upgrade of Nexi's ratings by one notch to 'BB', if funds from
operations (FFO) gross leverage is equal to or lower than 5.5x by
end-2022, pro-forma for the acquisitions of SIA and Nets.
Weaker-than-expected performance of the enlarged company, a change
in certain transaction terms or lower-than-expected cost synergies
could lead, at closing, to an affirmation of the 'BB-' rating with
a newly assigned Positive Outlook instead of an upgrade.

Fitch has chosen to withdraw Nets' ratings for commercial reasons.
The agency will no longer provide ratings or analytical coverage of
Nets.

KEY RATING DRIVERS

Instrument Rating Downgrade: The downgrade of Nassa's notes is
driven by the alignment of the rating with the senior unsecured
debt rating of its new ultimate parent Nexi at 'BB-'/RWP. The
Nexi/Nets merger will result in the rating of Nassa's notes being
driven by the IDR of Nexi. Fitch understands from management that
the security on the Nassa notes has been released and without the
benefit of the security the instrument should be ranked pari passu
with the rest of the senior unsecured debt instruments at Nexi.

Leading Market Positions: Nets has leading positions in Nordic
markets where the company benefits from its full-service offering
across the payment value chain from merchant-acquiring, payment-
processing and clearing. The company diversified its footprint into
DACH region (Germany, Austria and Switzerland), Poland and
southeast Europe via a series of acquisitions in 2018-2020, paving
the way for faster growth in those under-penetrated markets. The
transaction with Nexi will result in a larger, stronger and more
diversified pan-European operator.

Merger Impact Positive for Operations: Fitch expects that upon the
merger between Nexi, Nets and SIA Nets will be a part of a stronger
entity with a larger scale of operations, as well as better
geographic, segmental and customer diversification. The merged
group will benefit from significant revenue, cost and capex
synergies including from cross-selling, central procurement, joint
investment in products and technology and operations optimisation,
which will support deleveraging.

DERIVATION SUMMARY

Nets is well-positioned in the Nordic payment services market,
occupying leading positions in Denmark, Norway and Finland as well
as strong positions in Germany and Poland. Its full-service
offering across the entire payment value chain in Scandinavia is
unique among peers' and is a key competitive advantage. In Denmark
and Norway, Nets also benefit from operating and processing the
national debit- card schemes.

Besides Nexi, Nets' close peer is a UK-based payment company
Hurricane Bidco Ltd (Paymentsense, B/Stable). It has similar
margins to Nets, as well as a strong growth profile in the UK
payments market but the rating is constrained by its small scale,
as well as by its limited geographic and value-chain
diversification. Nets is also broadly comparable with the other
peers that Fitch covers in its business services - data, analytics
and transaction-processing (DAP) portfolio.

KEY ASSUMPTIONS

N/A

RATING SENSITIVITIES

Rating sensitivities are no longer relevant given the rating
withdrawal.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

N/A

ESG CONSIDERATIONS

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

Following the withdrawal of ratings for Nets, Fitch will no longer
be providing the associated ESG Relevance Scores.

ISSUER PROFILE

Nets is a leading provider of digital payment services and related
technology solutions across Nordic and central European countries.
Nets disposed its account-to-account business to Mastercard in
March 2021 and was acquired by leading Italian FinTech firm Nexi
via an all-share merger in July 2021.




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

MAGOI BV: Fitch Raises Class F Debt Rating to 'BB+'
---------------------------------------------------
Fitch Ratings has upgraded four tranches of Magoi B.V and affirmed
the others.

    DEBT              RATING            PRIOR
    ----              ------            -----
Magoi B.V.

A XS1907540147    LT AAAsf  Affirmed    AAAsf
B XS1907542606    LT AAAsf  Upgrade     AA+sf
C XS1907542861    LT A+sf   Affirmed    A+sf
D XS1907543083    LT Asf    Upgrade     A-sf
E XS1907554015    LT A-sf   Upgrade     BBBsf
F XS1907567934    LT BB+sf  Upgrade     BBsf

TRANSACTION SUMMARY

Magoi B.V. is a securitisation of Dutch amortising, fixed-rate,
unsecured consumer loans originated by subsidiaries of Crédit
Agricole Consumer Finance Nederland B.V. (CACF NL, not rated). The
transaction has been amortising since August 2020.

KEY RATING DRIVERS

Good Asset Performance: The ratings actions reflect the
transaction's good performance since closing. Defaults have been
lower than Fitch's expectations. The cumulative defaults level
(based on total assets purchased) was 0.3% as of end-August 2021.
Delinquencies have remained stable and low since closing, one-month
plus arrears (excluding defaults) were only 0.5% as of end-August
2021. Considering the good performance, the quick amortisation of
the portfolio and the improved economic outlook for the
Netherlands, Fitch has revised the remaining life default
assumption to 1.50% from 4.75%.

Due to the decreased default base case, Fitch has increased the
'AAA' multiple 8.00x from 4.25x in December 2020. Fitch has also
revised the base case prepayments to 25% from 19% at the review in
December 2020. This is based on the performance since closing.

Adequate Liquidity Protection: The class A and B notes benefit from
a liquidity reserve that can cover more than seven months of senior
payments and interest on the class A and B notes. Payment
interruption risk is mitigated for the class C to F notes when they
are the most senior class of notes, as they will benefit from the
commingling reserve to cover three months of senior fees and
interest in case a servicer disruption occurs. Until the class C to
F notes are the most senior, their ratings are capped at 'A+sf'

RATING SENSITIVITIES

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

Expected impact of increasing base case defaults by 25% and reduce
recovery rate by 25%: (class A/B/C/D/E/F):

-- 'AAAsf'/'AAAsf'/'A+sf' /'BBB+sf'/'BBBsf' /'BB+sf'

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

Expected impact of decreasing defaults and increasing recoveries by
25% (class A/B/C/D/E/F):

-- 'AAAsf'/'AAAsf'/'A+sf' /'A+sf'/'A+sf' /'A-sf'

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

Magoi B.V.

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.

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

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

Prior to the transaction closing, Fitch conducted a review of a
small targeted sample of the originator's origination files and
found the information contained in the reviewed files to be
adequately consistent with the originator's policies and practices
and the other information provided to the agency about the asset
portfolio.

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

ESG CONSIDERATIONS

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




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

CANPACK SA: Fitch Gives Final 'BB' Rating to USD800MM Unsec. Notes
-------------------------------------------------------------------
Fitch Ratings has assigned CANPACK S.A.'s USD800 million senior
unsecured notes due 2029 a final 'BB' rating with a Recovery Rating
of 'RR4', following the receipt of final documentation. The notes'
rating is in line with that of CANPACK's existing notes and
Long-Term Issuer Default Rating (IDR).

The proceeds from the bonds are being used to finance investments
in two greenfield metal-can production plants in North America. The
USD300 million increase to Fitch's USD500 million rating-case issue
assumption, partly to finance potential expansionary projects, will
not lead to a change in rating or Outlook for CANPACK, but will
limit rating headroom. Fitch expects continued strong customer
demand and predictable operating margins as well as pre-contracted
expansion projects to support good EBITDA growth over Fitch's
four-year rating horizon.

KEY RATING DRIVERS

Strong Performance Extends into 2021: CANPACK's strong performance
continued through 1H21, with beverage can volumes up 29% and
turnover and EBITDA both increasing more than 40% yoy. This was
partly supported by recent investments in additional plant capacity
in Colombia and a new plant in the Czech Republic commissioned in
June 2020. EBITDA margin reached record levels above 18% in 2020
and 1H21, due to operating at full capacity and costs being under
control.

Rising Costs Diluting Margins: Cost inflation and recent high
aluminium prices mean that Fitch expects margins to decrease to
around 14% in 2H21 from 18.5% in 2020. CANPACK's effective 100%
pass-through of the LME-related aluminium increase mean that
soaring aluminium prices will also inflate turnover. Fitch believes
that actual cash EBITDA will remain unaffected by the higher
aluminium input costs, although other pressure on margins from high
transport, labour and other raw-material costs are likely. Fitch
expects this effect to lessen over the rating horizon while EBITDA
will also benefit from new capacity coming on stream.

Further Leverage Increase: Additional debt and very high
expansionary capex expected in 2022 and 2023, the latter totalling
up to USD1.63 billion for 2021-2024, from USD1.15 billion
previously, will put further pressure on funds from operations
(FFO) net leverage. Fitch expects the metric to peak at 4.3x in
2022, outside its negative sensitivity, before falling below 3.5x
by 2024. This leaves no headroom for further increase or delays to
the forecast deleveraging in Fitch's rating.

Volatile FCF to Continue: Expansionary capex and large
working-capital consumption have been a function of CANPACK's high
organic growth strategy and kept free cash flow (FCF) largely
negative over the past four years. Fitch forecasts continued
negative FCF in 2021-2023, due to USD485 million of additional
expansionary investments on top of its two greenfield plants, in
Pennsylvania (USD483 million; production started in 3Q21 and with
full capacity expected in 4Q22) and in Indiana (USD400 million;
planned start in 4Q22 and full capacity in 3Q23).

Well-Managed Expansion Strategy: CANPACK's growth has been almost
exclusively through new greenfield investments, having developed
operations in 17 countries over the last 18 years. The strategy is
to grow with existing customers, mainly beverage producers, and
with a large share of volumes for new facilities being
pre-contracted. This has led to high efficiency in new plant
construction and projects being implemented within set budgets and
timeframes, now typically expected to be less than one year from
start-to-project completion.

Favourable Packaging Sub-Sector: CANPACK is largely a metal
beverage can manufacturer (86% of 2020 turnover) and Fitch views
this as an attractive packaging segment with good growth
fundamentals. The sector is benefiting from the transition to
aluminium cans from plastic and glass bottles, given their much
higher levels of recyclability. As it is lightweight and easily
stackable, it is also lighter and more compact for transport.

Rating Perimeter: Fitch's rating case for CANPACK includes the
operations and financial results of CANPACK US LLC, despite CANPACK
not owning this business. However, they are co-issuers of the
recent and latest bonds and are jointly and severally liable for
these senior unsecured bonds, which now form a vast majority of the
combined group's debt.

Consolidated Approach: Management provides audited combined
accounts for the CANPACK group (i.e. a consolidated approach
including both CANPACK S.A. and CANPACK US and their subsidiaries).
In addition, both companies are owned by the same ultimate parent
and managed by the same senior executives. Fitch would reassess the
inclusion of CANPACK US in the event that the capital structure no
longer includes this co-issuer structure, including joint and
several liability, for the vast majority of the debt.

DERIVATION SUMMARY

CANPACK compares favourably with Fitch-rated beverage packaging
peers, with good profitability supported by its relatively new and
cost-effective production footprint. It has strong market
positions, ranking third in Europe and fourth globally behind
global beverage can leaders Ball Corporation, Crown Holdings Inc
and Ardagh Group S.A. (B+/Stable; third globally). However, these
companies are significantly larger than CANPACK (3x-5x the size),
with Ardagh Metal Packaging S.A. (B+/Stable) of similar size to
CANPACK.

CANPACK is similar in size to newly formed Titan Holdings II B.V.
(B/Stable), Europe's largest metal food can producer (recently spun
off from Crown Holdings) but Titan has higher leverage and weaker
margins than CANPACK.

CANPACK's Fitch-defined EBITDA and FFO margins averaged 16% and
14%, respectively, in 2018-2020, compared with Ardagh Metal
Packaging's 14% and 8.5%. However, CANPACK's volatility of margins
(both EBITDA and FCF) is typically higher than peers', which is
explained by the company's current high investment growth phase.
While lacking the scale of its larger peers Ball and Crown, margins
are fairly similar, due to CANPACK having a large share of
production in central and eastern Europe and emerging markets as
well as a portfolio of substantially newer manufacturing plants
than its peers.

CANPACK compares favourably in leverage, with FFO net leverage
forecast at 2.7x for 2021, 4.3x in 2022 and below 4x by 2023. This
remains lower than that of many rated peers, Berry Global, Inc
(BB+/Stable; 5.2x at end-2020 and 4.9x for 2021), Ardagh Group
(near 7.7x at end 2020 and 7.1x for 2021) and Titan Holdings (above
8x for 2021), but very similar to Silgan Holdings Inc. (BB+/Stable;
4.1x at end-2020 and 3.5x for 2021) and higher than Smurfit Kappa
Group plc (BBB-/Stable; 1.8x for 2020).

RATING SENSITIVITIES

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

-- Completion of US green-field investments delivering expected
    levels of pre-contracted sales, with the consolidated group
    generating revenue in excess of USD3 billion;

-- Maintenance of strong EBITDA margin sustained above 17% and
    FFO margin above 12%;

-- FFO net leverage sustained below 3x;

-- FCF margin sustained above 1%.

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

-- Delay and cost-overruns of investments leading to weaker
    operating performance and EBITDA margins sustained below 15%;

-- FCF margin failing to turn positive from 2023;

-- FFO net leverage sustained above 3.5x;

-- Change to corporate or capital structure indicating
    ineffective consolidation scope of both CANPACK and CANPACK US
    operations.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: CANPACK had readily available cash of
USD406 million at end-2020 (after Fitch adjustment for
working-capital seasonality) and access to undrawn revolving credit
facilities (RCFs) totalling EUR467 million. Fitch expects cash to
be partly utilised in 2021 to cover increasing capex needs in
2H21.

Despite the new notes issue in 2020 (with USD400 million to
partially fund ongoing North American greenfield investments),
liquidity will be somewhat strained during the rating horizon, due
to expansionary capex of approximately USD1.6 billion over
2021-2024. FCF is highly negative in 2021- 2023, due to high capex
and the recent USD800 million debt issue will be used to cover
funding needs.

Liquidity is supported by continued strong FFO generation
throughout 2021-2024, limited near-term maturities (notes maturing
in 2025 and 2027) and positive FCF generation from 2024.

Debt Structure: In addition to the recent USD800 million notes
maturing in 2029, CANPACK's debt is composed of EUR600 million and
USD400 million unsecured notes issued in October 2020 maturing in
2027 and 2025, respectively. All notes rank pari passu with the
unsecured RCF. These notes are jointly issued with CANPACK US and
the two companies are jointly and severally liable for the full
amount of the notes as outlined in the bond documentation. For
covenant purposes, audited combined accounts are also taken into
consideration. Last year, the RCFs were upsized and amended to also
be reflected in combined accounts. Fitch accordingly rates the
company using a consolidated approach.

ISSUER PROFILE

With revenues of USD2.3 billion in 2020, Poland-based CANPACK is a
global manufacturer of aluminium cans, glass containers and metal
closures for the beverage industry and of steel cans for the food
and chemical industries. Serving customers across some 95 countries
globally, it is the fourth-largest supplier of beverage cans in the
world and ranks number three in Europe.

ESG CONSIDERATIONS

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




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

BRACKEN MIDCO 1: Fitch Gives Final 'B' Rating to GBP380MM Notes
----------------------------------------------------------------
Fitch Ratings has assigned Bracken Midco 1 plc's (Midco1) GBP380
million senior payment-in-kind (PIK) toggle notes maturing 2027
(ISIN: XS2400445446/ XS2400445362) a final rating of 'B'/'RR6'.

The GBP380 million senior PIK toggle notes refinance Midco1's
GBP368.2 million senior PIK toggle notes. The rating is in line
with the expected rating assigned on 18 October 2021.

The notes require cash interest payment at a rate of 6.75%, unless
conditions pre-defined in their documentation are satisfied, in
which case Midco1 is entitled to accrue PIK interest at a rate of
7.5%.

Midco1 is the indirect holding company of Together Financial
Services Limited (Together; BB-/Stable), a UK-based specialist
mortgage lender. Midco1's debt rating is notched from Together's
IDR as Fitch takes Midco1's debt into account when assessing
Together's leverage, and Midco1 is completely reliant on Together
to service its obligations. The GBP380 million senior PIK toggle
notes are effectively structurally subordinated to the obligations
of Midco1's subsidiaries. Fitch does not expect any material
increase in Together's leverage from this refinancing.

The notching between Together's IDR and the rating of the senior
PIK toggle notes reflects Fitch's view of the likely recoveries in
the event of Midco1 defaulting. While sensitive to a number of
assumptions, this scenario would only be likely in a situation
where Together was also in a much-weakened financial condition, as
otherwise its upstreaming of dividends for Midco1 debt service
would have been maintained

KEY RATING DRIVERS

TOGETHER - IDRS AND SENIOR DEBT

Midco1's senior PIK toggle notes' rating is driven by the
considerations outlined in Together's most recent rating action
commentary.

RATING SENSITIVITIES

The senior PIK toggle notes' rating is sensitive to changes in
Together's IDR, from which it is notched, as well as to Fitch's
assumptions regarding recoveries in a default. Lower asset
encumbrance by senior secured creditors could lead to higher
recovery assumptions and therefore narrower notching from
Together's IDR. The notes would be sensitive to wider notching if
they were further structurally subordinated by the introduction of
more senior notes at Midco1 with similar recovery assumptions.

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

-- An upgrade would be supported by evidence that Together's
    franchise and business model has remained robust amid abating
    pandemic pressures, in addition to improving financial profile
    metrics, notably asset quality and an absence of a material
    increase in leverage.

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

-- Material asset quality weakness feeding into liquidity
    pressures. This could arise from a significant decline in
    redemptions and repayments or material depletion of Together's
    immediately accessible liquidity buffer, for example resulting
    from constrained funding access, or if Together needs to
    inject cash or eligible assets into the securitization
    vehicles to cure covenant breaches driven by asset quality
    deterioration, which could weaken its corporate liquidity.

-- Consolidated leverage increasing to above 6x on a sustained
    basis, which could arise from a material slowdown in
    Together's rate of internal capital generation, for example
    due to a deteriorating operating environment adversely
    affecting asset quality leading to higher impairment charges,
    significant net interest margin erosion or property price
    declines leading to an inability to realise sufficient
    collateral values.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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


CNG GROUP: Goes Into Liquidation, 180 Jobs Affected
---------------------------------------------------
A member of staff at one of Harrogate's biggest companies has told
the Stray Ferret that it has gone into liquidation.

The CNG Group, which is based on Victoria Avenue and employs about
180 staff, is one of numerous companies affected by the spiralling
increase in wholesale gas prices, the Stray Ferret relates.

According to the source, staff were on Oct. 29 informed they have
lost their jobs, the Stray Ferret notes.

The company supplies about 15 to 20 retail energy companies through
its wholesale business arm and also has around 50,000 business
customers.

The Stray Ferret understands that CNG has entered into the Supplier
of Last Resort (SOLR) system and the administration and liquidation
process.


CROYDON PARK: Sale "Not Ideal", Government Inspectors Say
---------------------------------------------------------
Tara O'Connor at MyLondon reports that the sale of the Croydon Park
Hotel was "not ideal" according to government inspectors who
advised delaying a deal.

A report from the Croydon Improvement and Assurance Panel published
this week has criticized the council's sale of the controversial
hotel, MyLondon relates.

According to MyLondon, it reads: "Given the impact of Covid-19 on
the hospitality sector, disposing of a hotel in the current climate
is not ideal.

"The council's cabinet will need to consider whether delaying the
sale and perhaps finding an alternative source of income from the
venue in the interim offers the potential for a more favourable
outcome overall."

But, since the report was written in August, the council has
decided to push ahead with the sale of the hotel, MyLondon notes.

Last month, the council's cabinet approved the sale after receiving
bids of at least GBP19.5 million, MyLondon recounts.

This means the council stands to lose up to GBP10 million after
buying the hotel for GBP29.8 million in 2018 -- it went into
administration in June 2020, MyLondon says.

At a cabinet meeting last month, member for resources and financial
governance, Councillor Callton Young said selling off the hotel
will save the council GBP610,000-a-year in running costs, MyLondon
discloses.


FIX8: Bought Out of Liquidation by Global Tea
---------------------------------------------
Daniel Woolfson at The Grocer reports that kombucha brand Fix8 has
been rescued from liquidation with a sale to international tea
giant Global Tea.

According to The Grocer, the startup kombucha brand has been
snapped up by Global Tea after running aground with cashflow issues
exacerbated by Covid.

"Everything was going well but we were limping.  We just didn't
have the capital reserves.  August 2021 was one of our best months
with inbound requests for meetings from major grocers and different
countries, and yet from a cashflow perspective we just couldn't
justify keeping going.  It was pretty bleak and a hard realisation
to come to," Fix8 founder Freya Twigden told The Grocer.

After putting the business into liquidation at the end of August,
Ms. Twigden was approached by Global Tea, The Grocer relates.

The two businesses were in "natural alignment because they are a
major tea company" -- tea being the key ingredient in kombucha, The
Grocer quotes Ms. Twigden as saying.  "It is a bit of a natural fit
and they have a huge amount of retail experience".


HOWDEN GROUP: S&P Affirms 'B' ICR on Debt Financing, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on U.K.-based Howden Group Holdings Ltd. (Howden) and its financing
subsidiaries HIG Finance 2 Ltd. and Hyperion Refinance S.a.r.l. and
its 'B' issue ratings and '3' recovery ratings on the group's
existing first-lien term loans. S&P also assigned a 'B' issue
rating and '3' recovery rating to the group's new $550 million
senior secured term loan.

The acquisition of Aston Lark follows the recent acquisition of
Align and is consistent with Howden's strategy of aggressive,
debt-funded acquisitive growth. Aston Lark is the U.K.'s
fifth-largest chartered insurance broker and is being acquired for
GBP1.1 billion. To fund the acquisition and increase the balance
under its locked account, which it will use to fund future M&A, the
group plans to issue GBP850 million of incremental debt facilities,
as follows:

-- A $550 million (about GBP400 million) incremental first-lien
term loan;

-- An $85 million (about GBP60 million) add-on to its second-lien
term loan; and

-- A new subordinated GBP390 million payment-in-kind facility.

The remainder will be funded through equity.

Aston Lark has been a fast-growing business and offers Howden
material EBITDA upside potential because of M&A it has in progress
as well as potential synergies. That said, the incremental debt
required to fund the transaction exceeds 20x the last 12 month
EBITDA of Aston Lark and will cause a short-term increase in Howden
Group Holding Ltd.'s S&P Global Ratings-adjusted debt-to-EBITDA.
Furthermore, it comes on top of the material debt-funded
acquisition of U.S.-based managing general agent Align Financial
Holdings, which completed in October 2021.

Nevertheless, S&P expects Howden to be able to absorb two
businesses concurrently. Aston Lark and Align operate in different
business lines and Howden has a track record of similar concurrent
business integrations during its recent period of material
acquisitive growth.

The acquisition positions Howden as one of the leading players in
the U.K. commercial broking market, with the ability to service
every key segment of the market. The acquisition of Aston Lark,
combined with that of A-Plan last year, will provide Howden with a
meaningful presence in most commercial insurance business lines,
which should enable the group to be invited to more tenders for
work from larger corporates, which could support organic growth in
future. S&P anticipates that the nine-month consolidation of Aston
Lark in the financial year ending Sept. 30, 2022 will add over
GBP110 million to revenue and GBP25 million to S&P Global
Ratings-adjusted EBITDA. S&P said, "As a result, FY2022 adjusted
debt-to-EBITDA should increase to close to 11.5x (about 10.5x, net
of locked account cash), compared with our previous forecast of
about 9.5x (about 8.7x, net of locked account cash). That said, the
transaction will also boost the group's locked account to about
GBP329 million. Although we do not net this amount from outstanding
indebtedness, we do acknowledge it as earmarked to fund inorganic
growth initiatives and debt amortization."

S&P said, "We expect leverage to reduce rapidly from current
levels, as long as there are no further material M&A transactions.
However, Howden's track record of debt-funded acquisition-driven
growth remains a key ratings constraint. In our base case, we
assume that leverage (measured as adjusted debt to EBITDA) will
fall rapidly to about 10x (about 9.5x net of locked account cash)
in FY2023 and that funds from operations (FFO) cash interest
coverage will exceed 2x, coupled with healthy free operating cash
flow (FOCF). That said, our base case does not include significant
acquisitions beyond that of Aston Lark.

"The stable outlook indicates that we expect Howden to record
strong underlying performance in 2022-2023 and to successfully
integrate Align and Aston Lark. Although we forecast adjusted debt
to EBITDA will be about 11.5x and minimal FOCF generation in
FY2022, our outlook factors in our expectation of deleveraging and
the resumption of comfortable FOCF generation from FY2023. On the
other hand, there is limited headroom in interest coverage, with
FFO cash interest coverage reducing to 2.0x-2.1x in FY2022 and
FY2023."

S&P could lower the rating if:

-- Howden faced increased competition and a loss of key personnel
such that revenue growth and profitability were materially
affected;

-- FOCF turned negative and FFO cash interest coverage dropped
below 2.0x on a sustained basis; and

-- Howden undertook further material debt-financed acquisitions,
and S&P felt its financial policy had become more aggressive, with
tolerance for sustaining leverage at these levels due to
debt-funded acquisitions, leaving limited room for consolidation
and deleveraging.

S&P considers an upgrade is unlikely in the short term, given the
group's core strategy of debt-funded M&A and high leverage
tolerance, but could consider an upgrade if the group:

-- Improved its credit metrics in line with an aggressive
financial risk profile, alongside a change in financial policy that
supported the maintenance of the metrics at those levels; and

-- Sustained adjusted debt to EBITDA below 5x.


INTERFACE CONTRACTS: Files for Administration
---------------------------------------------
Ian Weinfass at Construction News reports that Manchester-based M&E
firm Interface Contracts has filed for administration.

The company, which was formed in 1992 and specialised in industrial
electrical engineering including building services, turned over
GBP20 million in 2018.  

Quantuma Advisory has been appointed to handle the administration,
Construction News relates.

The firm was acquired by engineering services firm Bowdon Group in
June 2018, moving from Oldham to Hale, Construction News recounts.
Bowdon owns several other businesses in the sector.

According to Construction News, a statement released at the time
said the move would "significantly increase Bowdon Group's
capabilities to deliver major projects".

However, Interface's last-published company accounts, for the year
ended 31 March 2019, highlighted "testing market conditions", which
it blamed principally on "the investment programmes of major
utilities companies" as well as uncertainty ahead of Brexit,
Construction News discloses.  Its turnover fell by 46% in the year
to GBP10.6 million from GBP19.8 million in 2018, Construction News
states.

The company had 51 employees in 2019, down from 60 in the prior
year, when it also used around 100 other operatives who were not
direct employees, Construction News notes.


LOR CONTRACTING: Bought Out of Administration by F I Construction
-----------------------------------------------------------------
Neil Hodgson at TheBusinessDesk.com reports that LOR Contracting, a
specialist construction and demolition contracting business, has
been rescued in part, following the appointment of Andrew Knowles
and Steven Muncaster as joint administrators, both of Kroll, on
October 26, 2021.

According to TheBusinessDesk.com, following receipt of an offer for
the assets of the company, shortly after the administrators
appointment, a sale completed on November 2, 2021 to F I
Construction, based in Chorley, with the deal securing the
employment of 23 staff that have transferred over under TUPE as
part of the transaction.

"We are delighted to have secured the employment of 23 employees
through a sale of the assets of LOR Contracting Limited.  All jobs
have been transferred as part of the transaction,"
TheBusinessDesk.com quotes Andrew Knowles, joint administrator, as
saying.

"The company had suffered severe cashflow difficulties as the
economy came out of the COVID lockdown, due to a number of
unforeseen costs and some loss-making contracts.

"We are, therefore, pleased with the outcome of the administration
process which secured the future of its employees."


ROLLS-ROYCE PLC: Fitch Alters Outlook on 'BB-' LT IDR to Stable
---------------------------------------------------------------
Fitch Ratings has revised the Outlook on Rolls-Royce plc's
(Rolls-Royce) Long-Term Issuer Default Rating (IDR) to Stable from
Negative and affirmed the IDR and senior unsecured rating at
'BB-'.

The revision of the Outlook reflects continuing strong performance
in the defence division and a steadily improving power systems
division, while market conditions are gradually starting to show
sustained recovery expectations for wide-body engine flying hours
(EFH) as key air travel regions continue to open up. Together with
the advanced stage of the restructuring implementation, this
indicates that Rolls-Royce's target of management-defined positive
free cash flow (FCF) remains achievable, although expectations are
slightly reduced for 2022.

Rolls-Royce's IDR reflects its strained financial profile and
weakened business profile as a result of the challenges it has
faced through the pandemic. The group has implemented actions to
address each of these elements in turn, with the recapitalisation
aimed at shoring up the balance sheet and supporting liquidity as
well as significant achievement of the restructuring plan aimed at
resizing the business (notably civil aero) to meet future demands.
Nonetheless, the business still faces risks to recoveries in
certain key end-markets, which will also determine its ability to
improve profitability generation.

KEY RATING DRIVERS

FCF Remains Challenged: Fitch expects FCF to be largely in line
Fitch's previous expectations with an outflow for 2021 of around
GBP2.2 billion. This is driven by both the continuing lower EFH
environment for widebody aircraft and a significant working capital
outflow for 2021, affected by both original equipment and
aftermarket activities within civilian aerospace. Fitch has
maintained Fitch's forecast 2021 EFH at 50% of 2019 levels, driven
by Fitch's expectation of wide-body EFH recovery taking longer than
narrow-body, with an ongoing negative impact anticipated from
long-haul travel in 2021 due to increasingly stringent global
restrictions.

Fitch acknowledges the positive impact of the restructuring on FCF,
but the slower opening up of many routes in 2H21 and potentially
1H22 means that Fitch expects the management-defined breakeven FCF
point will be later in 4Q21 than previously indicated and Fitch
expects FCF to be slightly weaker for FY22 than previously.
However, its liquidity and the gradually improving market
conditions position Rolls-Royce well to weather volatility in the
air travel recovery profile.

Weak Leverage: The additional debt raised due to the cash burn in
2020 and 2021, combined with weaker funds flow from operations
(FFO) has resulted in significantly weaker FFO gross leverage
metrics. Fitch expects FFO gross leverage to remain outside Fitch's
sensitivity until 2022, following which Fitch's expectations of
profitability recovery drives deleveraging with metrics consistent
with the rating. Given the advanced stage of disposals, Fitch has
factored in expected proceeds from announced disposals, although
completion of the disposals as expected and use of the proceeds
will determine their applicability to Fitch's largely gross debt
sensitivities.

Operational Restructuring Well Advanced: Much of Rolls-Royce's
recovery is dependent on demand factors outside of its control
(notably the demand for civil aerospace services and original
equipment). However, the group has made significant advances with
the operational restructuring of the business. The civil aerospace
business is the key area of restructuring focus and headcount has
been reduced by about one-third, to reflect the expected reduced
demand in the widebody space.

Fitch factors in around GBP1 billion of cost savings for 2021 with
the full long-term impact from the restructuring measures of GBP1.3
billion from 2022 onwards, with associated restructuring costs
spread over 2020 to 2022. The successful achievement of this
turnaround has been key in addressing the cash burn over FY20-21
and returning the group to future neutral or positive FCF
generation.

Market Recovery is Key: Management has taken effective actions to
address areas within their control, but it is clear that the
business requires a recovery in civil aerospace, and to a lesser
extent, power systems for Rolls-Royce to generate solid FCF and
start to deleverage the business. For civil aerospace, the
shorter-term recovery depends on a solid recovery of EFH to
increase aftermarket activities, which remains pressured by
extended long-haul travel restrictions.

The resizing of civil aero means the power systems division is now
a greater contributor to profitability generation and recovery in
this market will be increasingly important for Rolls-Royce. For
1H21, the 19% increase in order intake and 1.2x book-to-bill shows
points to a positive recovery in this market.

Liquidity Position Supports Rating: Rolls-Royce has maintained a
strong liquidity position for the business, with management
reporting GBP7.5 billion of liquidity at 1H21, comprising GBP3.0
billion of cash on hand and the remainder committed facilities.
This position was significantly supported by the recapitalisation
performed at the end of 2020 providing an additional GBP7.3 billion
of funding through both debt and equity sources, underlining the
strong capital market access the group continues to benefit from.

Disposal Process Continues: Rolls-Royce continues to make progress
on its disposal process, having announced transactions for its
civil nuclear instrumentation and controls business as well as
confirming new acquirers for Bergen Engines and ITP Aero.
Rolls-Royce continues to target at least GBP2 billion in disposal
proceeds, the vast majority of which is likely to come from ITP
Aero and management confirmed the process is progressing.

ESG Influence: Rolls-Royce has an ESG relevance score of '4' for
Management and Strategy as a consequence of engineering design
issues (representing potential reputational damage risk), together
with strategic implications arising from limited diversification
within the civil aerospace market. The group also has an ESG
relevance score of '4' for Financial Transparency, highlighting
complexities and somewhat limited disclosure regarding certain
balance-sheet elements, notably working capital.

DERIVATION SUMMARY

Rolls-Royce's business profile remains fairly strong for the
rating, although Fitch's assessment of certain business profile
factors has weakened post-Covid-19 (including innovation and
revenue visibility), while its civil aerospace product
diversification remains significantly exposed to the most
negatively affected segments of commercial aerospace, which are
wide-body aircraft and associated aftermarket engine services (with
civil aerospace expected to deliver around 25% of 2021 group
revenues, down from 41% in 2020). Rolls-Royce is therefore
significantly exposed to a part of the sector with the slowest
recovery. The restructuring and recapitalisation have improved cash
burn and liquidity, respectively, providing some operating
headroom.

The business profile reflects strong revenue and geographical
diversification and a high portion of turnover sourced from service
activities, although weak performance in these service activities
is currently pressuring operating profitability and cash flow. Its
broad operational profile firmly positions the group's business
risk profile against that of global peers, such as General Electric
Company (BBB/Stable), United Technologies Corporation or Lockheed
Martin Corporation (A-/Stable).

Rolls-Royce's financial risk profile has recently been
significantly weaker than major peers, due to weaker profitability
and cash generation resulting from operational problems, and
significant short-term deterioration due to the coronavirus
pandemic. Given the significant cash burn for 2020 and 2021, Fitch
expects leverage to remain outside Fitch's sensitivities until
2022.

No Country Ceiling, parent/subsidiary or operating environment
aspects affect the rating.

KEY ASSUMPTIONS

-- Recovery of estimated EFH largely in line with previous
    expectations, with 2021 approximately 50% of 2019 levels with
    gradual improvement over the forecast with 2024 EFH nearing
    2019 levels;

-- FY21-23 incorporate the structural change for Rolls-Royce's
    civil aerospace division reducing revenues and profitability
    to reflect the group's reorganisation actions to address
    capacity changes (which Fitch estimates will impact about one
    third of the civil aerospace division) as well as Fitch's
    continued comparatively weaker market recovery expectations
    for widebody (vs narrowbody) deliveries in the ramp-up
    following the pandemic;

-- The successful conclusion of the sale of ITP Aero in FY22;

-- No dividends distribution throughout Fitch's forecast period;

-- Working capital outflow in 2021 as a result of inventory
    build-up and lower advances on new engines.

RATING SENSITIVITIES

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

-- FFO gross leverage sustained below 4.5x;

-- FCF margin above 1%;

-- (Cash flow from operations (CFO)-capex)/total debt above 5%;

-- FFO margin above 7%.

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

-- Inability to deliver the longer-term annual cost savings of
    around GBP1.3 billion associated with the group's
    reorganisation by 2022;

-- FFO gross leverage above 5.5x;

-- FCF margin remaining consistently negative;

-- FFO margin below 5%;

-- (CFO-capex)/total debt below neutral to negative;

-- Additional Trent 1000 costs beyond those announced.

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

Strong Liquidity: At 1H21 Rolls-Royce had Fitch-adjusted cash of
GBP2.5 billion (net of Fitch's GBP500 million adjustment for
intra-year operational cash requirements). In October 2020,
Rolls-Royce finalised its balance sheet recapitalisation whereby
the group issued GBP2 billion of senior notes and raised a further
GBP2 billion of equity proceeds through its rights issue.
Furthermore, the group has access to GBP3 billion from its UKEF
facility and an additional GBP1 billion under a two-year
term-loan.

Set against this, the company has repaid its GBP300 million CCFF
commercial paper, which was due in March 2021 and its bond maturity
of USD750 million, which was due in June 2021. Additionally, the
company has access to an undrawn revolving credit facility of
GBP2.5 billion maturing in April 2025

ISSUER PROFILE

Rolls-Royce is a leading engineering business focused on the
design, development, manufacture and servicing of integrated power
systems for use in the air, on land and at sea. The group operates
through its three core divisions, namely civil aerospace, defence
and power systems.


SYON SECURITIES 2020-2: Fitch Raises Class B Debt Rating to 'BB'
----------------------------------------------------------------
Fitch Ratings has upgraded Syon Securities 2020-2 DAC (Syon
2020-2).

       DEBT                 RATING           PRIOR
       ----                 ------           -----
Syon Securities 2020-2 DAC

Class A XS2211859603    LT BBBsf  Upgrade    BBB-sf
Class B XS2211860106    LT BBsf   Upgrade    BB-sf

TRANSACTION SUMMARY

The transaction is the third synthetic securitisation of
owner-occupied residential mortgage loans originated by Bank of
Scotland Plc (BoS) under the Halifax brand and Lloyds Bank Plc,
secured over properties located in England, Wales and Scotland. The
transaction is designed for risk-transfer purposes and includes
loans selected with loan-to-value (LTV) ratios higher than 85% and
a high proportion of first-time buyers (FTBs; 76.8%).

KEY RATING DRIVERS

Pool Migration Risk Reduced: The transaction includes a ramp-up
period of 15 months, during which further loans may be added to the
reference portfolio, up to 70% of the initial total issuance. Over
the first nine months, loans have been added up to the full total
capacity. Portfolio migration has been more modest than the
stresses applied at closing, up to the ramp-up conditions
documented, leading to the upgrades of the class A and B notes. The
Positive Outlook reflects potential further upgrades if the pool
composition and performance remain stable following the end of the
ramp-up period.

Reduction in Default Allocation: In line with its criteria, Fitch
has reduced the portfolio lifetime defaults due to the shorter
tenor of the protection period compared with the reference
portfolio. Defaults distributed beyond the end of protection have
not been allocated in Fitch's cash flow modelling. Fitch also
tested alternative evenly- and back-loaded default distributions so
that the same percentage of defaults is allocated as with the
application of the front-loaded default distribution. The reduction
in the allocated defaults over the remaining life of the
transaction contributed to the upgrades and Positive Outlook.

High LTV Lending: The pool consists of loans originated with a LTV
ratio above 85% in 2020 and 2021. As a result, the weighted-average
current LTV of the pool is higher than usual for Fitch-rated RMBS
at 89.0%. Fitch's weighted average sustainable LTV for this pool is
also high at 122.8%, resulting in a higher foreclosure frequency
(FF) and lower recovery rate (RR) for this pool compared with
transactions with lower LTV metrics.

High Concentration of FTB: FTBs comprise 76.8% of borrowers in the
pool, a high concentration compared with other RMBS transactions.
Fitch considers that FTBs are more likely to suffer foreclosure
than other borrowers and due to the high prevalence in this pool
has considered the concentration analytically significant. In a
variation to its criteria, Fitch has applied an upward adjustment
of 1.3x to each loan where the borrower is a FTB.

Given the impact on the FF, accessibility to affordable housing for
FTBs is a factor affecting Fitch's ESG scores.

Issuer Covers Accrued Interest: Under the financial guarantee, the
issuer provides BoS with protection from losses of accrued interest
as well as principal losses. As a result, rising interest rates
will place a stress on the issuer as interest payments from
borrowers accrues at a faster rate. In a variation to its criteria,
Fitch has not applied a reduction to the currently observed margin
earned from standard variable rate loans in any of its rating
scenarios.

Counterparty Exposure: The transaction is exposed to BoS as account
bank provider and the counterparty to the financial guarantee. In
the event of a default of BoS, the transaction would come to an
end, due to the termination of the guarantee with the potential for
funds held to redeem the notes at the account bank being lost.
Fitch has capped the rating of the notes at that of BoS as a result
of this counterparty dependency.

Given the BoS rating cap, transaction parties & operational risk is
a factor affecting Fitch's ESG scores.

RATING SENSITIVITIES

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

-- The transaction's performance may be affected by changes in
    market conditions and economic environment. Weakening asset
    performance is strongly correlated with increasing levels of
    delinquencies and defaults that could reduce credit
    enhancement (CE) available to the notes. Additionally,
    unanticipated declines in recoveries could also result in
    lower net proceeds, which may make certain notes susceptible
    to potential negative rating action, depending on the extent
    of the decline in recoveries.

-- Fitch assumed a 15% increase in the weighted average (WA) FF
    and a 15% decrease in the WARR. The results indicate a
    downgrade of up to two notches.

-- The transaction is particularly sensitive to rising interest
    rates, which will place a stress on the issuer's ability to
    meet unpaid interest on the loans as interest payments from
    borrowers accrues at a faster rate.

-- The pro-rata conditions are linked to levels of three-month
    plus arrears, which are breached in Fitch's stress scenarios.
    Pro-rata amortisation throughout the protection period could
    have a negative rating impact. However, this is associated
    with rather unlikely scenarios (material asset
    underperformance, but not sufficient to switch the principal
    allocation to sequential). Material increases in recovery
    timing may also result in negative rating action on the notes
    as larger interest accruals would increase the issuer's
    exposure to credit events.

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

-- Fitch tested an additional rating sensitivity scenario by
    applying a decrease in the WAFF of 15% and an increase in the
    WARR of 15%. The results indicate an upgrade of up to two
    notches.

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.

CRITERIA VARIATION

Fitch considers that FTBs are more likely to suffer foreclosure
than other borrowers and that their high concentration in the pool
is analytically significant. Fitch has therefore applied an upward
adjustment of 1.3x to each loan where the borrower is a FTB instead
of 1.1x, as per its criteria.

In this transaction, a reduced loan margin is beneficial as the
issuer is required to compensate BoS for accrued interest on
defaulted loans. As a result, no margin compression has been
applied and instead the current margin above SONIA has been applied
in all scenarios.

The impact of the criteria variations is a negative movement of one
notch on class A and B notes.

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.

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

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

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The notes' ratings are capped at BoS's Long-Term Issuer Default
Rating as highlighted in the Key Rating Drivers.

ESG CONSIDERATIONS

The transaction has an ESG Relevance Score of '5' for Transaction
Parties & Operational Risk due to the exposure to BoS as account
provider whose default would terminate the guarantee with the
potential for redemptions funds to be lost. As a result, Fitch
capped the notes' ratings at that of BoS.

The transaction has an ESG Relevance Score of '4' for Human Rights,
Community Relations, Access & Affordability due to the significant
concentration of FTBs, which are characterised by a higher risk
credit profile compared with other borrowers and may impact the
transaction's credit risk.

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.




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

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

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

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

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

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

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

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

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



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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Editors.

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

This material is copyrighted and any commercial use, resale or
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