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

                          E U R O P E

          Thursday, November 18, 2021, Vol. 22, No. 225

                           Headlines



I R E L A N D

ARMADA EURO II: Fitch Raises Class F Notes to 'B+'
BLACKROCK EUROPEAN X: Moody's Assigns B3 Rating to Class F-R Notes
BLACKROCK EUROPEAN X: S&P Assigns B- (sf) Rating on Cl. F-R Notes
BNPP AM 2017: Fitch Raises Class F Notes Rating to 'BB'
EURO-GALAXY VI: Fitch Raises Class F Notes Rating to 'B+'

MADISON PARK: Fitch Raises Class F-R Notes to 'B+'
MARLAY PARK: Fitch Affirms B- Rating on Class E Notes
NASSAU EURO I: Fitch Assigns B-(EXP) Rating on Cl. F Tranche
ST PAUL II: Fitch Assigns Final B- Rating to Class F-RRRR Notes
ST. PAUL'S CLO II: S&P Assigns B- (sf) Rating on Class F-R Notes



S P A I N

NATURGY ENERGY: S&P Rates New Hybrid Capital Securities 'BB+'


U K R A I N E

G.N. TERMINAL: S&P Assigns Preliminary 'B-' ICR, Outlook Stable


U N I T E D   K I N G D O M

AVIANCA GROUP: Moody's Puts B3 CFR Over Post-Bankr. Exit Financing
BRITANNIA ENTERPRISES: Norfolk Council Forced to Write Off Debt
ERM FUNDING 2021-1: Moody's Gives Ba2 Rating to GBP1.75MM E Notes
GFG ALLIANCE: Scottish Gov't Forced to Disclose GBP586MM Guarantee
MARKS & SPENCER: Moody's Affirms Ba1 CFR, Alters Outlook to Stable

NEWDAY FUNDING 2021-3: Fitch Rates Class F Notes 'B+(EXP)'
ONEWEB: Paid US$49.3 Million in Fees Under Bankruptcy Rescue Deal
PAYSAFE GROUP II: Moody's Affirms B1 CFR, Alters Outlook to Neg.
PINEWOOD GROUP: S&P Alters Outlook to Negative, Affirms 'BB-' ICR
RANGERS FC: Nearly GBP400,000 of Public Money Spent on Litigation

REVOLUTION BARS: Suffers Higher Costs of Recruiting Security Staff
SHERWOOD FINANCING: Fitch Rates GBP1.2 Billion Notes Final 'BB-'
STATUS 2021-1: Moody's Assigns (P)B3 Rating to Class F Notes
TAURUS 2021-5: Moody's Gives B3 Rating to GBP41.7MM Cl. F Notes
TAURUS 2021-5: S&P Assigns B-(sf) Rating to EUR41.7MM Cl. F Notes

YO! SUSHI: Owner May Be Sold, IPO Still Among Options

                           - - - - -


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

ARMADA EURO II: Fitch Raises Class F Notes to 'B+'
--------------------------------------------------
Fitch Ratings has upgraded Armada Euro CLO II DAC's class B-1, B-2,
C-1, C-2, D, E and F notes and removed them from Under Criteria
Observation (UCO). The class A-1, A-2 and A-3 notes were affirmed.

     DEBT                RATING             PRIOR
     ----                ------             -----
Armada Euro CLO II

A-1 XS1780607245    LT AAAsf    Affirmed    AAAsf
A-2 XS1791775957    LT AAAsf    Affirmed    AAAsf
A-3 XS1791777144    LT AAAsf    Affirmed    AAAsf
B-1 XS1780607591    LT AA+sf    Upgrade     AAsf
B-2 XS1780607757    LT AA+sf    Upgrade     AAsf
C-1 XS1780607914    LT A+sf     Upgrade     Asf
C-2 XS1791780288    LT A+sf     Upgrade     Asf
D XS1780608136      LT BBB+sf   Upgrade     BBB-sf
E XS1780609456      LT BB+sf    Upgrade     BBsf
F XS1780608482      LT B+sf     Upgrade     B-sf

TRANSACTION SUMMARY

The transaction is a cash-flow collateralized loan obligation
backed by a portfolio of mainly European leveraged loans and bonds.
The transaction is currently in its reinvestment period until May
of 2022.

KEY RATING DRIVERS

CLO Criteria Update and Cash Flow Modelling: The rating actions
mainly reflect the impact of the recently updated Fitch CLOs and
Corporate CDOs Rating Criteria, a shorter risk horizon incorporated
into Fitch's stressed portfolio analysis, and stable performance of
the transaction. The analysis considered modelling results for the
current and stressed portfolios. The stressed portfolio is based on
a Fitch collateral quality matrix specified in the transaction
documentation and underpins model implied ratings in this review.
All ratings assigned are in line with the model implied ratings.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The largest issuer and largest
10 issuers in Fitch's current portfolio analysis represent 1.96%
and 14.4% of the portfolio, respectively.

Stable Asset Performance: The portfolio has a net target par loss
of 0.2%. The transaction is passing all collateral quality,
portfolio profile, and coverage tests. Exposure to assets with a
Fitch-derived rating of 'CCC+' and below is reported by the trustee
at 3.2% compared with the 7.5% limit.

'B' Portfolio: Fitch assesses the average credit quality of the
obligors to be at the 'B' rating level. The trustee calculated
Fitch weighted-average rating factor (WARF) was 32.22 as of the
October 2021 investor report, under the covenant maximum limit of
34.00. The Fitch calculated WARF is 23.86 after applying the
recently updated Fitch CLOs and Corporate CDOs Rating Criteria.

High Recovery Expectations: 97.7% 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 (WARR)
of the current portfolio is reported by the trustee at 70.40%,
compared with the covenant minimum of 60.60%.

As the WARR calculation in transaction documentation is based on a
previous version of Fitch's CLO rating criteria, assets without a
Fitch recovery estimate or recovery rate can map to a higher
recovery rate than is possible in Fitch's current criteria. To
factor in this difference, in the stressed portfolio analysis,
Fitch applied a 1.5% haircut on the WARR, which is in line with the
average impact of Fitch's current rating criteria on the WARR
across EMEA CLOs.

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 would 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 upgrades 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, leading to higher CE
    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

Armada Euro CLO II

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.

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

EUR1,750,000 Class X Senior Secured Floating Rate Notes due 2034,
Definitive Rating Assigned Aaa (sf)

EUR229,700,000 Class A-R Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR25,250,000 Class B-1-R Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

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

EUR22,500,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

EUR26,250,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

EUR18,750,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba3 (sf)

EUR11,750,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

As part of this reset, the Issuer has amended the base matrix and
modifiers which Moody's has taken into account for the assignment
of the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 100% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe.

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

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Par Amount: EUR375,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 3020

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 3.50%

Weighted Average Recovery Rate (WARR): 43.00%

Weighted Average Life (WAL): 8.5 years

BLACKROCK EUROPEAN X: S&P Assigns B- (sf) Rating on Cl. F-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to BlackRock
European CLO X DAC's class X, A-R, B-1-R, B-2-R, C-R, D-R, E-R, and
F-R notes.

The transaction is a reset of the existing BlackRock European CLO X
DAC that closed in August 2021.

The issuance proceeds of the refinancing notes are used to redeem
the refinanced notes (the class A, B, C, D, E, and F notes of the
original Blackrock European CLO X transaction), and pay fees and
expenses incurred in connection with the reset.

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

  Portfolio Benchmarks

  S&P Global Ratings weighted-average rating factor      2876.06
  Default rate dispersion                                 545.71
  Weighted-average life (years)                             5.08
  Obligor diversity measure                               140.57
  Industry diversity measure                               23.22
  Regional diversity measure                                1.27
  Weighted-average rating                                      B
  'CCC' category rated assets (%)                           4.91
  'AAA' weighted-average recovery rate                     36.36
  Weighted-average spread (net of floors; %)                3.65
  Weighted-average coupon (%)                               3.50

Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period ends approximately four and half years after
the closing date (Nov. 16, 2021).

S&P said, "In our cash flow analysis, we used the EUR375 million
target par amount, a weighted-average spread of 3.65%, the
reference weighted-average coupon (3.50%), and the actual
weighted-average recovery rates calculated as per our CLO criteria.
We applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1-R, B-2-R, C-R, D-R, and E-R
notes could withstand stresses commensurate with higher ratings
than those we have assigned. However, as the CLO will be in the
reinvestment period until April 2026, during which the
transaction's credit risk profile could deteriorate, subject to CDO
monitor results. We have therefore capped our ratings assigned to
the notes.

"For the class X and A-R notes, our credit and cash flow analysis
indicates that the available credit enhancement could withstand
stresses that are commensurate with assigned rating levels.

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

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

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

"Our model generated breakeven default rate (BDR) at the 'B-'
rating level of 26.77% (for a portfolio with a weighted-average
life of 5.08 years), versus if we were to consider an historical
long-term sustainable default rate of 3.1% for 5.08 years, which
would result in a target default rate of 15.75%.
Elavon Financial Services DAC is the bank account provider and
custodian. The documented replacement provisions are in line with
our counterparty criteria for liabilities rated up to 'AAA'.

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

"The CLO is managed by BlackRock Investment Management (UK) Ltd.
Under our "Global Framework For Assessing Operational Risk In
Structured Finance Transactions," published on Oct. 9, 2014, the
maximum potential rating on the liabilities is 'AAA'

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

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

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

Environmental, social, and governance (ESG) factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries:
controversial weapons, nuclear weapons, thermal coal, oil and gas,
pornography or prostitution, opioid manufacturing or distribution,
and hazardous chemicals. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."

  Ratings List

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

  X         AAA (sf)     1.75    3M EURIBOR plus 0.50%   

  A-R       AAA (sf)   229.70    3M EURIBOR plus 0.97%   38.75

  B-1-R     AA (sf)     25.25    3M EURIBOR plus 1.78%   28.01
  B-2-R     AA (sf)     15.00    2.00%                   28.01

  C-R       A (sf)      22.50    3M EURIBOR plus 2.10%   22.01

  D-R       BBB- (sf)   26.25    3M EURIBOR plus 3.00%   15.01

  E-R       BB- (sf)    18.75    3M EURIBOR plus 6.16%   10.01

  F-R       B- (sf)     11.75    3M EURIBOR plus 8.84%    6.88

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

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


BNPP AM 2017: Fitch Raises Class F Notes Rating to 'BB'
-------------------------------------------------------
Fitch Ratings has upgraded the class B, C, D, E and F notes and
affirmed the class A-R notes of BNPP AM Euro CLO 2017 DAC. Fitch
also removed the class B, C, D, E and F notes from Under Criteria
Observation. The Rating Outlooks for all the classes remain
Stable.

     DEBT                RATING            PRIOR
     ----                ------            -----
BNPP AM Euro CLO 2017 DAC

A-R XS2060921223    LT AAAsf   Affirmed    AAAsf
B XS1646366663      LT AA+sf   Upgrade     AAsf
C XS1646367711      LT A+sf    Upgrade     Asf
D XS1646368016      LT A-sf    Upgrade     BBBsf
E XS1646368289      LT BB+sf   Upgrade     BBsf
F XS1646368362      LT BBsf    Upgrade     B-sf

TRANSACTION SUMMARY

BNPP AM EURO CLO 2017 is a cash flow CLO comprising of mostly
senior secured obligations. The portfolio is actively managed by
BNP Paribas Asset Management France SAS. The transaction exited its
reinvestment period in October 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 Issuer Default Rating (IDR) Equivalency
Rating for assets with a Negative Outlook on the driving rating of
the obligor.

Reinvestment Period Exited

The transaction has exited its reinvestment period in October 2021.
Amortization has not yet occurred. The manager is currently able to
reinvest unscheduled principal proceeds and sale proceeds from the
sale of credit risk obligations and credit improved obligations
subject to certain restrictions. Post reinvestment period, the
manager can only reinvest in asset with the same or higher Fitch
rating and Fitch recovery rate. In Fitch's view, this mitigate the
risk of portfolio deterioration due to trading activity.

Deviation from Model-implied Rating

The upgrade of the class B notes to 'AA+' and F notes to 'BBsf' is
a deviation from Fitch's model-implied ratings of 'AAAsf' and
'BB+sf'. The deviation by negative one notch reflects that the
model-implied rating would not be resilient based upon a scenario
that assumes a one-notch downgrade on the Fitch IDR Equivalency
Rating for assets with a Negative Outlook on the driving rating of
the obligor. The deviation is motivated by the limited default rate
cushion when considering this scenario in the analysis.

Portfolio Performance

Asset performance has been stable since last review in May 2021. As
per the report dated Oct. 5, 2021, the transaction is passing all
the coverage tests and collateral quality tests. Exposure to assets
with a Fitch-derived rating (FDR) of 'CCC+' and below was 4.50%,
which is below 7.50% test limit. There are no defaulted obligations
in the current 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 34.45 in the Oct. 5, 2021
monthly report, below the maximum covenant of 35.50. The Fitch
calculated WARF under the updated Fitch CLOs and Corporate CDOs
Rating Criteria is 25.70 as of Nov. 6, 2021.

Asset Security

All the obligations in the current portfolio are senior secured
assets. Fitch views the recovery prospects for these assets as more
favorable than for second-lien, unsecured and mezzanine assets.
Fitch WARR of the current portfolio is 66.20% as per the report,
exceeding the test limit of 62.50%.

Portfolio Concentration

The portfolio is well-diversified across obligors, countries and
industries. Currently there are 165 assets from 151 obligors in the
portfolio. The top 10 obligors represent 14.0% of the portfolio
balance with no obligor accounting for more than 2.5%. The
top-Fitch industry and top three Fitch industry concentration are
also within the defined limits of 17.5% and 40.0% respectively.

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 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.

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

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

-- Except for the class A-R notes, which is already at the
    highest 'AAAsf' rating, upgrades may occur in case of better
    than expected portfolio credit quality and deal performance,
    leading 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.

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.

EURO-GALAXY VI: Fitch Raises Class F Notes Rating to 'B+'
---------------------------------------------------------
Fitch Ratings has upgraded by Euro-Galaxy VI CLO DAC's class B-1 to
F notes and removed them from Under Criteria Observation (UCO)
while affirming the class A notes. The Outlook is Stable for all
tranches.

    DEBT                 RATING            PRIOR
    ----                 ------            -----
Euro-Galaxy VI CLO DAC

A XS1766834730      LT AAAsf   Affirmed    AAAsf
B-1 XS1766835380    LT AA+sf   Upgrade     AAsf
B-2 XS1766836271    LT AA+sf   Upgrade     AAsf
C XS1766836784      LT A+sf    Upgrade     Asf
D XS1766837329      LT A-sf    Upgrade     BBBsf
E XS1766837758      LT BB+sf   Upgrade     BBsf
F XS1766838210      LT B+sf    Upgrade     B-sf

TRANSACTION SUMMARY

Euro-Galaxy VI CLO DAC is a cash flow CLO comprising mostly senior
secured obligations. The transaction is currently in its
reinvestment period, and is actively managed by PineBridge
Investments Europe Limited.

KEY RATING DRIVERS

CLO Criteria Update: The rating action mainly reflects the impact
of the recently updated Fitch CLOs and Corporate CDOs Rating
Criteria and a shorter risk horizon incorporated into Fitch's
stressed portfolio analysis. The analysis considered modelling
results for the current and stressed portfolios. The stressed
portfolio is based on Fitch's collateral-quality matrix specified
in the transaction documentation and underpins model-implied
ratings (MIR) in this review. The class B-1 to F notes have been
upgraded and class A note has been affirmed in line with the MIRs,
reflecting the criteria update, a shorter risk horizon in Fitch's
stressed portfolio and stable performance of the transaction.

Stable Asset Performance: The transaction's metrics indicate stable
asset performance. The transaction is passing Fitch weighted
average rating factor (WARF), Fitch weighted average recovery rate
(WARR), weighted average life (WAL) tests and all portfolio profile
and coverage tests. Exposure to assets with a Fitch-derived rating
(FDR) of 'CCC+' and below is 5.14% as calculated by Fitch,
excluding non-rated assets.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors in the 'B' category. The WARF
as reported by the trustee was 34.57, which is below the maximum
covenant of 35.5. The WARF as calculated by Fitch under its current
criteria is 25.92.

High Recovery Expectations: The portfolio consists of 99.39% senior
secured obligations reported by the trustee. When analysing the
matrix, Fitch applied a haircut of 1.5% to the weighted average
recovery rate (WARR) as the calculation of the WARR in transaction
documentation reflects a previous version of the CLO criteria.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top- 10 obligor
concentration is 13.28%, and no obligor represents more than 1.51 %
of the portfolio balance as calculated by Fitch.

Cash Flow Modelling: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests.

RATING SENSITIVITIES

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

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

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

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

-- A reduction of the RDR at all rating levels by 25% of the mean
    RDR and an increase in the RRR by 25% at all rating levels
    would result in an upgrade of no more than three notches
    across the structures, except for the class A notes, which is
    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.

MADISON PARK: Fitch Raises Class F-R Notes to 'B+'
--------------------------------------------------
Fitch Ratings has affirmed class A-RR at 'AAA' and has upgraded and
removed from Under Criteria Observation (UCO) the class B-1-R,
B-2-R, C-R, D-R, E-R and F-R notes issued by Madison Park Euro
Funding VI DAC. The Rating Outlook remains Stable for all classes.

      DEBT                 RATING           PRIOR
      ----                 ------           -----
Madison Park Euro Funding VI DAC

A-RR XS2330521753    LT AAAsf   Affirmed    AAAsf
B-1R XS1655109251    LT AAAsf   Upgrade     AAsf
B-2R XS1655107396    LT AAAsf   Upgrade     AAsf
C-R XS1655109848     LT A+sf    Upgrade     Asf
D-R XS1655107982     LT A-sf    Upgrade     BBBsf
E-R XS1655108287     LT BB+sf   Upgrade     BBsf
F-R XS1655108527     LT B+sf    Upgrade     B-sf

TRANSACTION SUMMARY

Madison Park Euro Funding VI DAC is a cash flow collateralized loan
obligation (CLO). The underlying portfolio of assets mainly
consists of leveraged loans and is managed by Credit Suisse Asset
Management. The deal recently exited its reinvestment period in
October 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 that
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).

The Stable Outlooks reflect Fitch's expectation that the classes
have sufficient levels of credit protection to withstand potential
deterioration in the credit quality of the portfolios in stress
scenarios commensurate with such class's rating.

Limited Amortization: The CLO recently exited its reinvestment
period and has not started to amortize yet. While the most recent
report showed a negative cash balance of EUR16 million, Fitch
expects some deleveraging of the A-RR notes in the near term. All
collateral quality and portfolio profile tests are currently
passing including the 'CCC' test; this allows the manager to
reinvest during the amortization period.

WAS cushion may deteriorate through reinvestment: In the process of
reinvesting following the end of the reinvestment period, the
portfolio's quality may deteriorate towards the covenanted levels.
Given the ample cushion on the WAS test, Fitch has assumed in its
cash flow modeling that the WAS of the portfolio decrease toward
the covenanted level of 3.6%. The Fitch WARF/WARR are already
relatively close to the covenants and as such there is limited
flexibility for the manager to deteriorate these tests via
trading.

Deviation from Model Implied Rating: The upgrade of the class D-R
notes to 'A-sf' is a deviation from Fitch's model-implied ratings
of 'Asf'. The one-notch deviation reflects limited breakeven
default rate cushions at the model-implied ratings in the Negative
Outlook scenario.

Stable Asset Performance: The transaction is passing all coverage
tests and collateral quality tests. Exposure to assets with a
Fitch-derived rating (FDR) of 'CCC+' and below was 5.8%, which is
below 7.5% test limit.

'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 33.98, which is below the maximum
covenant of 34.00. The Fitch-calculated WARF under the updated
Fitch CLOs and Corporate CDOs Rating Criteria was 25.52.

High Recovery Expectations: Senior secured obligations comprise
98.1% 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 15.9%, and no obligor represents more than 2.4% 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 no more than
    three notches depending on the notes.

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

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

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

-- Except for the classes 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

Madison Park Euro Funding VI DAC

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

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

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

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

MARLAY PARK: Fitch Affirms B- Rating on Class E Notes
-----------------------------------------------------
Fitch Ratings has upgraded Marlay Park CLO DAC's class D notes
while affirming the rest. The class A-2 to E notes have been
removed from Under Criteria Observation (UCO).

      DEBT                 RATING            PRIOR
      ----                 ------            -----
Marlay Park CLO DAC

A-1A XS1782796459    LT AAAsf    Affirmed    AAAsf
A-1B XS1782797002    LT AAAsf    Affirmed    AAAsf
A-2A XS1782797770    LT AAsf     Affirmed    AAsf
A-2B XS1782798232    LT AAsf     Affirmed    AAsf
B XS1782799040       LT Asf      Affirmed    Asf
C XS1782799719       LT BBBsf    Affirmed    BBBsf
D XS1782800319       LT BB+sf    Upgrade     BBsf
E XS1782800582       LT B-sf     Affirmed    B-sf

TRANSACTION SUMMARY

Marlay Park CLO DAC is a cash flow CLO comprising mostly senior
secured obligations. The transaction is currently in its
reinvestment period, and is actively managed by Blackstone Ireland
Limited.

KEY RATING DRIVERS

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

The updated criteria, together with the transaction's stable
performance, have had a credit positive impact on the ratings. As a
result of the matrix amendment, the weighted-average recovery rate
(WARR) in the collateral quality test will be lowered to be in line
with the break-even WARR, 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 (MIR) are
in line with the current ratings, leading to their affirmation. The
only exception to this is the class D notes, which have a MIR of
one notch above the current rating, and have subsequently been
upgraded.

Stable Asset Performance: The transaction's metrics indicate stable
asset performance. The transaction is currently 0.44% above par as
calculated by the trustee. It is passing all weighted average
rating factor (WARF), weighted average life (WAL), WARR, coverage
and portfolio-profile tests. Exposure to assets with a
Fitch-derived rating (FDR) of 'CCC+' and below is 6.08%, excluding
non-rated assets as calculated by Fitch.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at the 'B'/'B-' levels. The
WARF as calculated by the trustee was 33.86, which is below the
maximum covenant of 34. The WARF as calculated by Fitch under the
updated Fitch CLOs and Corporate CDOs Rating Criteria is 25.35.

High Recovery Expectations: Senior secured obligations comprise
98.85% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 12.1%, and no obligor represents more than 1.46%
of the portfolio balance.

Cash Flow Modelling: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests.

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 upgrades 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

Marlay Park CLO DAC

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

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

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

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

NASSAU EURO I: Fitch Assigns B-(EXP) Rating on Cl. F Tranche
------------------------------------------------------------
Fitch Ratings has assigned Nassau Euro CLO I DAC expected ratings.

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

DEBT                             RATING
----                             ------
Nassau Euro CLO I DAC

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

TRANSACTION SUMMARY

Nassau Euro CLO I DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
will be used to fund a portfolio with a target par of EUR350
million. The portfolio will be actively managed by Nassau Corporate
Credit (UK) LLP. The collateralised loan obligation (CLO) has a
4.5-year reinvestment period and an 8.5-year weighted average life
(WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality: Fitch places the average credit
quality of obligors in the 'B'/'B-' category. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 23.69.

High Recovery Expectations: At least 90% of the portfolio will
comprise senior secured obligations. Fitch views the recovery
prospects for these assets as more favourable than for second-lien,
unsecured and mezzanine assets. The Fitch weighted average recovery
rate (WARR) of the identified portfolio is 64.26%.

Diversified Asset Portfolio: The transaction will have a matrix
based on the largest 10 obligors limit and fixed-rate obligation
limit. The transaction will also have various concentration limits,
including the maximum exposure to the three largest (Fitch-defined)
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

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

Cash-flow Modelling: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls, and the
various structural features of the transaction, as well as to
assess their effectiveness, including the structural protection
provided by excess spread diverted through the par value and
interest coverage tests

Fitch's analysis of the matrices is based on a stressed-case
portfolio with a 7.5-year WAL. Fitch determined the transaction's
structure and reinvestment conditions after the reinvestment
period, including satisfaction of the coverage tests and Fitch WARF
test, were sufficient to reduce the WAL used for the transaction's
stress portfolio by 12 months under the agency's CLOs and Corporate
CDOs Rating Criteria.

RATING SENSITIVITIES

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

-- An increase of the rating default rate (RDR) at all rating
    levels by 25% of the mean RDR and a 25% decrease of the
    recovery rate at all rating levels would lead to a downgrade
    of up to four notches for the rated 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 a 25% increase of the recovery rate at all rating
    levels, would lead to an upgrade of up to four notches for the
    rated notes, except the class A notes, which are already the
    highest rating on Fitch's scale and cannot be upgraded.

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

Nassau Euro CLO I DAC

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

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

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

ST PAUL II: Fitch Assigns Final B- Rating to Class F-RRRR Notes
---------------------------------------------------------------
Fitch Ratings has assigned St. Paul's CLO II DAC's refinancing
notes final ratings.

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

A-RRR XS2052175929       LT PIFsf    Paid In Full    AAAsf
A-RRRR XS2402448612      LT AAAsf    New Rating      AAA(EXP)sf
B-1-RRRR XS2402448885    LT AAsf     New Rating      AA(EXP)sf
B-2-RRRR XS2402449008    LT AAsf     New Rating      AA(EXP)sf
B-RRR XS2052176653       LT PIFsf    Paid In Full    AAsf
C-RRR XS2052177115       LT PIFsf    Paid In Full    Asf
C-RRRR XS2402449263      LT Asf      New Rating      A(EXP)sf
D-RRR XS2052177974       LT PIFsf    Paid In Full    BBBsf
D-RRRR XS2402449420      LT BBB-sf   New Rating      BBB-(EXP)sf
E-RRRR XS2402449776      LT BB-sf    New Rating      BB-(EXP)sf
F-RRR XS2052179756       LT PIFsf    Paid In Full    B-sf
F-RRRR XS2402449933      LT B-sf     New Rating      B-(EXP)sf
X XS2052179830           LT PIFsf    Paid In Full    AAAsf
Z XS2407607204           LT NRsf     New 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 25.0.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises 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 five 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 three 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.

SUMMARY OF FINANCIAL ADJUSTMENTS

No published financial statements used in the rating analysis

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 II DAC

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

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

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

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

ST. PAUL'S CLO II: S&P Assigns B- (sf) Rating on Class F-R Notes
----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to St. Paul's CLO II
DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R notes. At
closing, the issuer had EUR62.00 million of unrated subordinated
notes outstanding from the existing transaction.

Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately five years after
closing.

Under the transaction documents, the manager may purchase loss
mitigation obligations in connection with the default of an
existing asset with the aim of enhancing the global recovery on
that obligor. The manager may also exchange defaulted obligations
for other defaulted obligations from a different obligor with a
better likelihood of recovery.

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

  Portfolio Benchmarks

  S&P Global Ratings weighted-average rating factor      2,803.07
  Default rate dispersion                                  628.25
  Weighted-average life (years)                              5.00
  Obligor diversity measure                                112.04
  Industry diversity measure                                20.92
  Regional diversity measure                                 1.28
  Weighted-average rating                                       B
  'CCC' category rated assets (%)                            4.23
  'AAA' weighted-average recovery rate                      35.79
  Floating-rate assets (%)                                  88.71
  Weighted-average spread (net of floors; %)                 3.75

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, a weighted-average spread of 3.70%, the
reference weighted-average coupon covenant 4.50%, and the
weighted-average recovery rates as indicated by the portfolio
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1-R, B-2-R, C-R, and D-R notes
could withstand stresses commensurate with higher ratings than
those we have assigned. However, the CLO benefits from a
reinvestment period until Nov. 16, 2026, during which the
transaction's credit risk profile could deteriorate, subject to CDO
monitor results. We have therefore capped our ratings assigned to
the notes.

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

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

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

-- S&P's model generated breakeven default rate (BDR) at the 'B-'
rating level of 26.98% (for a portfolio with a weighted-average
life of 5.0 years), versus if it was to consider an historical
long-term sustainable default rate of 3.1% for 5.0 years, which
would result in a target default rate of 15.50%.

-- Citibank N.A., London Branch is the bank account provider and
custodian. The account bank, custodian, and swap counterparty's
documented replacement provisions are in line with S&P's
counterparty criteria for liabilities rated up to 'AAA'.

-- Under S&P's structured finance sovereign risk criteria, it
considers that the transaction's exposure to country risk is
sufficiently mitigated at the assigned ratings.

-- The issuer is bankruptcy remote, in accordance with S&P's legal
criteria.

-- The CLO is managed by Intermediate Capital Managers Ltd. Under
S&P's "Global Framework For Assessing Operational Risk In
Structured Finance Transactions," published on Oct. 9, 2014, the
maximum potential rating on the liabilities is 'AAA'.

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

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

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries:
manufacture or marketing of anti-personnel mines, cluster weapons,
depleted uranium, nuclear weapons, white phosphorus, biological,
chemical weapons, civilian firearms, products that contain tobacco,
thermal coal, unconventional oil and gas extraction, payday
lending, manufacture or trade in pornographic materials, and trade
of illegal drugs or narcotics. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities."

  Ratings List

  CLASS    RATING     AMOUNT     SUB (%)    INTEREST RATE*
                    (MIL. EUR)
  A-R      AAA (sf)   248.00     38.00   Three/six-month EURIBOR
                                         plus 0.98%

  B-1-R    AA (sf)     26.00     27.75   Three/six-month EURIBOR
                                         plus 1.75%

  B-2-R    AA (sf)     15.00     27.75   2.15%

  C-R      A (sf)      24.20     21.70   Three/six-month EURIBOR
                                         plus 2.45%

  D-R      BBB- (sf)   29.40     14.35   Three/six-month EURIBOR
                                         plus 3.70%

  E-R      BB- (sf)    18.70      9.68   Three/six-month EURIBOR
                                         plus 6.38%

  F-R      B- (sf)     11.30      6.85   Three/six-month EURIBOR
                                         plus 8.88%

  Z-R      NR           1.00      N/A   

  Sub notes  NR        62.00      N/A

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

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




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

NATURGY ENERGY: S&P Rates New Hybrid Capital Securities 'BB+'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term issue rating to
Naturgy Energy Group S.A.'s proposed perpetual, optionally
deferrable, subordinated hybrid capital securities. S&P understands
that Naturgy will seek to issue hybrid notes for up to EUR1 billion
to refinance its outstanding EUR1 billion hybrid notes, which have
a first call date in November 2022. However, the final amount is
subject to market conditions.

S&P derive its 'BB+' issue rating on the proposed securities by
notching down from its 'BBB' issuer credit rating on Naturgy. The
two-notch difference reflects our notching methodology, which calls
for deducting:

-- One notch for subordination because S&P's long-term issuer
credit rating on Naturgy is investment grade (that is, higher than
'BB+'); and

-- An additional notch for payment flexibility, to reflect that
Naturgy can indefinitely defer interest payment without triggering
an event of default.

S&P said, "The notching reflects our view that there is a
relatively low likelihood that the issuer will defer interest.
Should our view change, we may increase the number of notches we
deduct to derive the issue rating.

"We expect the layer of hybrid instruments to remain broadly
unchanged. Naturgy's outstanding hybrid capital consists of EUR1
billion 4.125% perpetual non-call 2022 notes and EUR500 million
3.375% perpetual non-call 2024 notes. Alongside the hybrid capital
issuance, Naturgy is launching a tender offer on its non-call EUR1
billion notes with a first call date in November 2022. We expect
that the proceeds from the new hybrids will be used to refinance
the outstanding non-call 2022 notes and would therefore assess the
non-call 2022 notes as having no equity content once the proposed
notes are issued. We understand Naturgy remains committed to
preserving a constant EUR1.5 billion hybrid layer as part of its
capital structure after the transaction. Therefore, if Naturgy does
not entirely replace the EUR1 billion existing hybrid, we would
still assess the equity content of the remaining portion of the
hybrid notes as intermediate. As such, we expect Naturgy's hybrids
will have equity content representing roughly 6% of its total
capitalization over 2022-2023

"We consider the proposed securities will have intermediate equity
content, the permanence of which will depend on the instruments'
effective maturity dates. We understand the securities will have a
first step-up of 25 basis points (bps) 10 years and three months
after issuance, and a second step-up of 75 bps 25 years and three
months after issuance. We view any step-up above 25 bps as an
economic incentive to redeem the securities, and therefore would
treat the second step-up as the instruments' effective maturity. A
hybrid must have a residual time until effective maturity exceeding
20 years if the issuer's ICR is at BBB-' or higher to be eligible
for intermediate equity content under our criteria. Therefore, we
anticipate that the proposed hybrid instruments would have
intermediate equity content for five years and three months from
the issuance date. To reflect our view of the intermediate equity
content of the proposed securities, we allocate 50% of the related
payments on the securities as a fixed charge and 50% as equivalent
to a common dividend. The 50% treatment of principal and accrued
interest also applies to our adjustment of Naturgy's debt."

Naturgy may optionally redeem the notes following a tax,
accounting, or rating agency event, or in case of a substantial
purchase event. In addition, Naturgy can redeem the notes within
the three months before the first reset date, on the first reset
date, and on every interest payment date thereafter. Furthermore,
Naturgy can redeem the instruments at any time before the first
optional redemption date at a make-whole redemption amount, which
is calculated using a make-whole premium. S&P said, "In our
opinion, Naturgy does not intend to redeem the notes during the
make-whole period and as such we do not view it as a call feature
under our analysis. As of the date of the issuance, Naturgy
intends, but is not obliged, to replace the instrument in the event
of such redemption. We take this as a commitment of Naturgy to keep
its capital layer constant; however, we note that the language
differs from that for other instruments with an ongoing commitment
to replace the instrument."

S&P said, "Key factors in our assessment of the securities'
deferability. Naturgy has the option to defer interest payments at
its discretion, without triggering an event of default. This means
that Naturgy may elect not to pay accrued interest on an interest
payment date because it has no obligation not do so. The interest
will remain due and the accrued amount will also bear interest.
Notwithstanding, Naturgy will have to settle in cash any
outstanding deferred interest payment if it declares or pays an
equity dividend or interest on equally ranking securities, and if
it redeems or repurchases any equally or junior-ranking securities,
which include common shares and EUR110 million of preference
shares.

"Key factors in our assessment of the securities' subordination.
The proposed instrument will be senior to Naturgy's common shares,
and its outstanding EUR110 million preference shares, which we
treat as debt under our methodology. In addition, the proposed
notes will rank pari passu to Naturgy's outstanding hybrids, and
junior to all present and future senior obligations."




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

G.N. TERMINAL: S&P Assigns Preliminary 'B-' ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned Ukraine-based G.N. Terminal Enterprises
Ltd. (GNT) its preliminary 'B-' long-term issuer credit rating, on
the assumption that GNT successfully refinances its large upcoming
debt maturities in a timely manner, and funds its planned working
capital investments.

The stable outlook reflects S&P's view that the group should be
able to generate enough cash to fund its large inherent working
capital needs and maintain sufficient headroom under its financial
covenants.

The rating is contingent on the company's successful refinancing of
its capital structure, which should provide a liquidity cushion for
working capital investments and translate into stable credit
metrics in the next 12 months.

S&P said, "We understand that GNT is looking to raise $150
million-$200 million, which it will use to pay its $75 million loan
principal amount (about $90 million including accrued interests)
due end-December 2021, and about $35 million of working capital
facilities (fully drawn as of September 2021) that mature during
2022. Assuming the transaction is successful and closes before
year-end, it will provide the company with extra liquidity to
source grains after a bumper sunflower seed and grain harvest in
Ukraine--expected to reach approximately 100 million tons for the
2021-2022 marketing year. For the fiscal year ending Dec. 31, 2021,
we expect GNT to post revenues of around $450 million and EBITDA of
$37 million-$39 million.

"For fiscal 2022, we project overall potential revenue growth of
over 50%, and EBITDA margins normalizing to 7%-8% (from the
9.5%-10.0% we expect in 2021), which should translate into adjusted
(gross) debt to EBITDA of close to 4.0x (about 4.8x-5.0x in fiscal
2021). In our adjusted debt metrics we do not deduct cash against
debt. This reflects our assessment of the company's business
position, and our assumption that management and owners will invest
available cash to grow the business' enterprise value."

The rating also reflects the company's very small size in terms of
revenues, EBITDA, and cash flow, and its high commodity sourcing
concentration. In comparison with most peers in the agribusiness,
these metrics show the still-small scale of the group's
operations--for instance when compared with Kernel Holding SA
(B+/Stable). It has some similarities with others such as Aragvi
Holding International (B-/Stable). That said, S&P views positively
that the company has been operating for a number of years and that
senior management has remained stable.

S&P said, "All GNT's grains and oil seeds originate from Ukraine,
which we view as having a highly risky corporate environment. This
concentration also exposes GNT to potential supply problems if
there are unfavorable harvest conditions in the region. We also see
some concentration from suppliers (the top three accounted for
about 44% of 2020 revenues) and customers (the top three accounted
for about 49% of 2020 revenues). However, these relationships have
remained reasonably stable over the years.

"In terms of commodity sourcing, we note that the industry has no
contractual commitments and GNT faces strong ongoing competition
from much larger, stronger, financially local (notably Kernel
Holding), and international players like commodity trade
powerhouses Cargill, Bunge, ADM, and Louis Dreyfus. The company's
lack of access to sufficient working capital facilities has kept
utilization rates of its port terminal at consistently less than
50% in recent years.

"We view GNT's strategically located asset base throughout Ukraine
as a distinct competitive advantage. GNT's asset base comprises 17
inland elevators (silos), 10 of which are wholly owned and the rest
leased from third parties; a dry port improvement facility; and
unique, well-invested port terminals (Olimpex for grains and Prista
for sunflower oil) at the port of Odessa in Ukraine, which can
accommodate five million metric tons of annual throughput. We
understand that Olimpex is the only stevedore capable of
simultaneously loading two Panamax vessels (the largest size that
can navigate the locks of the Panama Canal) and one Capesize vessel
(the largest dry cargo ship in the world)." This makes GNT a
preferred partner to key customers including large international
commodity traders.

In terms of local crop sourcing, GNT has 30 teams of four to five
people in its areas of sourcing that maintain close contact with
local Ukrainian farmers, leveraging on its silos' locations. This
is important because farmers tend to sell harvests to conveniently
located traders or processors to minimize transportation costs. The
company has seven traders that are split across Dubai and Odessa
and overseen by two very experienced managers that manage client
relationships, including with large international commodity
traders.

S&P said, "Despite some recent strong investments from large
commodity players, we do not see any material threat to GNT's asset
positions in the local market. In July 2021, Cargill increased its
stake in its Neptune joint venture (which operates a terminal at
the Pivdennyi port) to a 51% majority ownership. In the summer of
2019, Louis Dreyfus commissioned a multi-commodity terminal in the
port of Odessa with annual transhipment throughput capacity of up
to 4.5 million tons. In 2020 the largest local player, Kernel
Holding, opened a second transgrain terminal at the port of
Chornomorsk that doubled its annual throughput capacity to 8.8
million tons. Despite these significant investments by financially
stronger players, we think that GNT's strong niche position will
likely remain unhindered in the near to medium term. We also
understand there is potential for more versatility at GNT's
terminals that it could exploit over time, for instance for
exporting metal scraps and importing fertilizers--the latter being
in high demand in Ukraine. These are, however, not core to the
growth envisaged under the company's business plan.

"The rating also reflects the inherent volatility in GNT's
business. Our rating also factors in the potential volatility from
the company's merchanting activities, which accounted for about 90%
of total revenues and 62% of gross profits in 2020. GNT handles its
merchandising activity through its United Arab Emirates-domiciled
subsidiary, Black Sea Commodities (BSC). BSC does not engage in
hedging activities and procures all grains and sunflower seeds on
the spot market, which are in turn sold to customers at
free-on-board prices for the respective commodity. As the company
is not a market-maker, its merchandising profits depend on buy-sell
spreads that are inherently volatile and could materially affect
credit metrics in a given year; this risk may not be directly
reflected in our base case. Historically, we have seen some
volatility in year-on-year EBITDA and funds from operations (FFO)
metrics, like in 2016-2017 when the global agricultural commodity
environment proved difficult.

"Still, we view positively the group's track record of meeting its
bank financial covenants and ability to adequately fund its large
working capital needs. That said, we understand that it is
currently difficult for the group to substantially grow its volume
of activity, due to the bank's lack of appetite for lending to
small players in emerging markets. Continued access to bank funding
for purchasing commodities will remain key for GNT to fully use its
port facility and increase cash flows. For this reason, we note
that the free operating cash flow base, after working capital and
capital expenditure (capex), has always been negative or very low.

"We do not anticipate any major new capital investment programs in
the near future, but the company is exploring external growth
initiatives. In the past, GNT has made considerable capex
investments, particularly in 2016 and 2019, primarily linked to the
expansion of Olimpex's throughput volume capacity. We understand
that over the next 12-24 months senior management will primarily
focus on securing working capital finance to drive volume growth
through the terminal, rather than make major new capacity
investments. Our projections incorporate about $5 million of annual
capex investments in 2022 and 2023, almost all of which is
maintenance.

"We understand that the owners have no immediate appetite to boost
shareholder remuneration with dividends because they want to
reinvest available cash in growing the enterprise value of the
business. The owners are constantly looking for new business
opportunities in the company's end markets, and could consider
entering into joint ventures with partners in the Middle East. We
think that business opportunities will likely entail additional
investments. In our forecasts, we therefore think it is unlikely
that our adjusted debt to EBITDA will fall below 4.0x.

"The final rating will depend on the company's ability to
successfully place new debt facilities on the market to refinance
existing upcoming debt maturities in a timely manner. The
preliminary rating should therefore not be construed as evidence of
final ratings. If we do not receive new information, including
evidence of activated contingency plans for tackling upcoming debt
maturities within a reasonable time, we reserve the right to
withdraw or revise the ratings.

"The stable outlook on GNT primarily reflects our view that the
group will post a solid operating performance thanks to additional
liquidity sources received for needed working capital investments,
assuming it successfully refinances its upcoming debt maturities.
We think this will allow the group to maintain EBITDA interest
coverage sustainably above 2x, while avoiding liquidity pressure
over the next 12 months.

"We could downgrade GNT in the event of strong pressures on its
liquidity position, driven by persistent weak free cash flow. This
could arise from persistent supply problems, heightened competition
for grain procurement in Ukraine, or persistently low grain prices.
This could reduce the volume throughput at its port terminal and
profits on grain sales, such that adjusted debt to EBITDA is above
5.0x or EBITDA interest coverage below 2.0x on a prolonged basis.

A positive rating action would be contingent on GNT displaying a
solid and sustainable track record of EBITDA and FFO growth well
above that in our current base case. This would likely come from a
successful ramp-up of the utilization capacity of its port terminal
at Odessa and an increase in profits on grain sales, spurring a
significant increase in EBITDA and cash flow generation. Under such
a scenario, S&P would see adjusted debt to EBITDA fall below 4.0x
on a sustained basis.




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

AVIANCA GROUP: Moody's Puts B3 CFR Over Post-Bankr. Exit Financing
------------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
to Avianca Group International Limited (Avianca) in connection with
its post-bankruptcy exit financing. Moody's has also assigned a B3
rating to Avianca's proposed $1.6 billion Exit financing, which are
expected to be comprised of a $1.05 billion Tranche A1 senior
secured notes and $550 million Tranche A2 senior secured notes,
both maturing in seven years. The outlook is stable.

On November 02, 2021 the US Bankruptcy Court for the Southern
District of New York confirmed Avianca's plan of reorganization.
The company expects to emerge from Chapter 11 before the end of the
year 2021. The ratings have been assigned in anticipation of the
emergence but consider the company's post-bankruptcy exit
consolidated credit profile, including good liquidity, improved
cost structure and an efficient fleet and network. Upon emergence,
Avianca, the issuer of the Exit financing, will be created and
registered in the UK, succeeding current holding company Avianca
Holdings S.A. The rating of the proposed notes assumes that the
issuance will be successfully completed and that the final
transaction documents will not be materially different from draft
legal documentation reviewed by Moody's to date. It also assumes
that these agreements are legally valid, binding and enforceable.

Net proceeds from the exit financing will be used to refinance
Avianca's Senior Secured Super-priority Debtor-in-Possession (DIP)
Term Loan A. The $946 million DIP Senior Secured Super Priority
Term Loan B will be converted to equity and the company will raise
additional $200 million in incremental equity. Upon emergence, the
company will reduce its funded debt by more than $2 billion and
will have over $1 billion in liquidity.

Assignments:

Issuer: Avianca Group International Limited

Corporate Family Rating, Assigned B3

Senior Secured Regular Bond/Debenture, Assigned B3

Outlook Actions:

Issuer: Avianca Group International Limited

Outlook, Assigned Stable

RATINGS RATIONALE

Avianca's B3 corporate family rating reflects its leading position
in the Latin American passenger airline industry and the improved
cost structure that will follow its reorganization under Chapter
11. Avianca utilized the bankruptcy process to streamline its fleet
and network; as a result, it expects to reduce unit costs 40% by
2023 from 2019 pre-pandemic levels. "The B3 rating assigned to
Avianca reflects Moody's expectations for improving operating
performance and financial results in the next 12 to 24 months as
the recovery of passenger demand from the COVID-19 pandemic
progresses" said Moody's Vice President Senior Analyst, Sandra
Beltran. Moody's continue to focus its credit analysis on liquidity
strength and projected credit metrics through 2023. "The Exit
facilities will provide Avianca runway to achieve current business
plan milestones through 2023" added Beltran.

Conversely, the B3 rating recognizes execution risks to reverse
declining revenue and EBITDA. Continued cost cutting is a critical
component of the company's strategy. Business improvement relies
upon significant densification and simplification of existing
fleet, requiring cost cutting efforts amounting $300 million
through 2023. Given Avianca's shift towards a low cost airline
business model, these efforts are key to generate sustained free
cash flow and steadily reduce leverage; particularly amid current
high fuel prices. Uncertainties regarding operational improvements
also pose risks to the sustainability of expected market share
gains.

Moody's expects meaningfully positive operating cash flow in 2022
and positive free cash flow generation by 2023, which will help
maintain cash and short-term investments above $1 billion in the
next 24 months and reduce debt/ EBITDA approaching 5x by the end of
2023.

The B3 rating on the senior secured exit notes is at the same level
of the CFR, reflecting that, upon bankruptcy emergence, senior
secured debt will represent the majority of Avianca's corporate
family total debt. Proforma for the exit financing Moody's expect
Avianca's debt and lease liabilities to amount $4.0 billion out of
which the rated notes will account for close to 40%. Other
significant debt liabilities will include aircraft lease
obligations capitalized under IFRS-16 expected to account 37% and
the $400 million senior secured term loan issued at LifeMiles,
Ltd.'s (B3 stable) level, accounting 10% of consolidated debt.

Exit financing notes will be secured by Avianca's 100% stake in the
loyalty program LifeMiles, pledge of the cargo business, first lien
pledge on brand intellectual property and first lien pledge in
certain COP denominated credit card receivables. Newly performed
appraisals estimate the collateral value at $3.0 billion. However,
collateral coverage relies heavily on assets that are more
difficult to value, such as intangibles. Although the collateral
value provides strong coverage relative to the exit facility in an
ongoing concern basis, on a liquidation scenario its value could be
lower given it ties with the airline. Nevertheless, Moody's note
that close to 70% of LifeMiles Gross Billings are not related to
Avianca but are sales to third parties including banks and
retailers, limiting this risk.

Moody's views Avianca's liquidity as good. At Bankruptcy Exit
Moody's expects the company to have $1.0 billion in cash and cash
equivalents. Moody's expect Avianca to achieve a cash generation
breakeven point in 2022, after lease liabilities, and to turn free
cash flow positive from 2023 and onwards. The company is expected
to have capital spending (Moody's adjusted) of approximately $200
million in each of 2021 and 2022. Although most of this capex will
be covered by internal sources, there is limited flexibility to
scale it back given ongoing efforts to increase fleet efficiency.
However, it will have ample flexibility to manage capacity and cash
burn if needed under fully variable power-by-the-hour compensation
agreement with aircraft counterparties that will run through
mid-2022.

The stable outlook reflects Moody's expectations that Avianca will
experience a stronger recovery in demand going forward while
keeping its conservative financial practices towards liquidity,
costs and capacity management.

In terms of ESG considerations, Moody's expects that Avianca's
post-bankruptcy exit financing provisions will act as a guidepost
for the financial policy of the pro-forma company, including debt
incurrence limitations and restricted payments and investments.

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

The ratings could be downgraded if Avianca's bookings through 2022
deviate significantly from demand recovery curves assumptions
behind its projected network plan. A deterioration in liquidity
would also lead to a downgrade; specifically with cash and revolver
availability falling below $600 million. An inability to strengthen
its financial profile through 2023 would also pressure the B3 CFR.
For example, debt-to-EBITDA sustained above 6.5x, funds from
operations plus interest-to-interest remains below 2.5x, or EBIT
margin remains below 7.5%.

There will be no upward pressure on the ratings until after
passenger demand increases to near pre-coronavirus levels and the
company achieves revenues close to $4.0 billion. Stronger credit
metrics, including EBITDA margins above 14%, debt-to-EBITDA
approaching 5x and funds from operations plus interest-to-interest
above 3.25x could support an upgrade.

The principal methodology used in these ratings was Passenger
Airlines published in August 2021.

Currently Avianca is a leading Latin American company with
operations in passenger airlines, cargo airlines and a frequent
flyer loyalty program, LifeMiles, which features 9.7 million
members. Since 2013, the company has been publicly listed in the
New York Stock Exchange and in 2020 filed for bankruptcy under
Chapter 11. Its restructuring plan has been recently approved by a
NY court and the company expects to emerge from bankruptcy in 2021,
when Avianca Holdings will cease to exist succeeded by Avianca
Group International Limited (Avianca), registered in the UK.

BRITANNIA ENTERPRISES: Norfolk Council Forced to Write Off Debt
---------------------------------------------------------------
George Thompson at Eastern Daily Press reports that a Norfolk
council has been forced to write off two company's debts worth
almost GBP130,000.

Norwich City Council has agreed to write off the business rate
debts of the Norwich cafe business, Britannia Enterprises Norwich
C.I.C, and the chain clothing store, Peacocks, Eastern Daily Press
relates.

In total, GBP129,666.52 was owed to them by the two companies,
Eastern Daily Press discloses.

According to Eastern Daily Press, at a meeting of Norwich City
Council cabinet on Nov. 17, Paul Kendrick, cabinet member for
resources, asked his colleagues to approve the write-off.

"We only write off debt as a last resort and of course it doesn't
prevent us in the future, if at all possible, claiming these
monies," Eastern Daily Press quotes Mr. Kendrick as saying.

"You can't get blood out of a stone and if a company goes into
liquidation or administration you simply cannot get this money back
again."

Britannia community interest company (CIC) previously ran cafes
across the city, including Cafe Britannia at HMP Norwich, Park
Britannia at Waterloo Park, Gibraltar Gardens in Heigham Street,
Court Britannia at Norwich Crown Court, and Guildhall Britannia in
the city centre.

The company went into liquidation in October 2019, Eastern Daily
Press recounts.

The total debt across the company's two accounts was GBP73,697.85,
Eastern Daily Press states.

Peacocks Stores Limited who went into administration in November
2021 and an annual report said unsecured creditors -- lenders that
do not obtain collateral, like the council -- are likely to only
get paid back 1-2p per pound owed, Eastern Daily Press relays.

Peacocks was saved from complete collapse earlier this year by a
senior executive with backing from an international consortium in
April, Eastern Daily Press discloses.  

Despite the rescue, 200 stores across the country permanently
close, including the Norwich branch, Eastern Daily Press notes.

The cabinet unanimously approved the write-off, Eastern Daily Press
relates.


ERM FUNDING 2021-1: Moody's Gives Ba2 Rating to GBP1.75MM E Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to Notes
issued by ERM Funding plc Series 2021-1:

GBP170.23M Class A1 Fixed Rate Asset Backed Notes due July 2090,
Definitive Rating Assigned Aa3 (sf)

GBP110.56M Class A2 Fixed Rate Asset Backed Notes due July 2090,
Definitive Rating Assigned Aa3 (sf)

GBP61.42M Class B Fixed Rate Asset Backed Notes due July 2090,
Definitive Rating Assigned A3 (sf)

GBP3.51M Class C Fixed Rate Asset Backed Notes due July 2090,
Definitive Rating Assigned Baa3 (sf)

GBP2.63M Class D Fixed Rate Asset Backed Notes due July 2090,
Definitive Rating Assigned Ba1 (sf)

GBP1.75M Class E Fixed Rate Asset Backed Notes due July 2090,
Definitive Rating Assigned Ba2 (sf)

Moody's has not assigned a rating to the subordinated GBP2.2M Class
Z1 Fixed Rate Asset Backed Notes due June 2090 or to the
subordinated GBP2.2M Class Z2 Fixed Rate Asset Backed Notes due
June 2090.

RATINGS RATIONALE

The Notes are backed by a static pool of UK residential reverse
mortgage loans originated by More2Life Limited (NR), while the
seller is RGA Americas Reinsurance Company (NR, part of Reinsurance
Group of America, Inc. (Baa1)). This represents the first issuance
out of the ERM Funding program.

The portfolio of assets amount to approximately GBP323.0m as of
June 30, 2021 pool cutoff date. No interest or principal payments
are required during the lifetime of the loan. Instead, interest
accrues on the loan until it is redeemed in a single payment,
typically from the sale proceeds of the property. Borrowers may
elect to prepay at any time, but the loan is not required to be
repaid until the earlier of the death of borrower or the borrower
entering into long-term care. The transaction benefits from a cash
account that is funded at GBP28m as of closing and a liquidity
facility with a limit of GBP34m.

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

According to Moody's, the transaction benefits from various credit
strengths. The asset balance of the portfolio increases every month
through the capitalization of accrued interest and monthly payments
to the borrowers, resulting in additional credit enhancement. All
of the securitised assets as well as the issued notes bear a fixed
rate of interest, therefore the transaction is not exposed to
interest rate risk. The granular portfolio with a low indexed
loan-to-value (LTV) ratio of 35.4% and a weighted average borrower
age of 69 years partially mitigate longevity risk.

However, Moody's notes that the transaction features some credit
weaknesses such as an unrated servicer and a structure which allows
for interest deferral on the notes. In addition, Classes A1 and A2
are repaid based on an amortization schedule. The scheduled
amortization is exposed to the risk of the uncertain repayment
profile of the loan portfolio. Various mitigants have been included
in the transaction structure such as the cash account and liquidity
facility which are available for the seniors fees, funding
additional drawdowns and principal and interest payments on Classes
A1 and A2. Classes B to E do not benefit from sources of liquidity
other than cashflows from the securitized portfolio. Class C will
only start receiving interest payments once Class B principal has
been fully repaid and as such is not expected to receive any
interest payments for several years from closing. Classes D and E
are exposed to similar structural weaknesses.

SOCIAL RISK

This reverse mortgage transaction is exposed to social risks
related to demographic and social trends. In particular, mortality
rates are a key rating driver of this asset class, as are trends
related to the timing of when borrowers move to long-term care
facilities (morbidity events).

The principal methodology used in these ratings was "Reverse
Mortgage Securitizations Methodology" published in April 2020.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.
Factors that would lead to an upgrade or downgrade of the ratings:

Factors that may cause an upgrade of the ratings of the notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of the notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk; (ii) materially higher prepayment or
materially lower mortality rates (iii) economic conditions being
worse than forecast resulting in lower property values; and (iv)
unforeseen legal challenges or regulatory changes.

GFG ALLIANCE: Scottish Gov't Forced to Disclose GBP586MM Guarantee
------------------------------------------------------------------
Laurence Fletcher and Robert Smith at The Financial Times report
that the Scottish government has been forced to disclose that the
value of the taxpayer guarantee it provided to metals magnate
Sanjeev Gupta's business was GBP586 million, following a near
two-year freedom of information battle with the FT.

According to the FT, the amount was the total gross guarantee
provided when Gupta's GFG Alliance bought an aluminium smelter in
Lochaber, near Fort William, and two nearby hydropower plants from
Rio Tinto in 2016.

The agreement involved the Scottish government guaranteeing 25
years of power purchases by Sanjeev Gupta's company from another
business owned by his father, the FT discloses.  The now-collapsed
finance company Greensill Capital was then able to transform this
contract into GBP295 million of debt, which carried the same credit
rating as UK sovereign bonds, funding Gupta's acquisition of the
last remaining aluminium smelter in Britain, the FT states.

Mr. Gupta, once hailed the "saviour of steel" because of his
promises of resurrecting moribund metals plants, gathered
widespread support in Holyrood for his plans to buy the smelter,
the FT notes.

But his business was plunged into crisis following Greensill's
collapse in March, the FT recounts.  This month the FT reported
that French authorities had opened an investigation into Gupta's
business empire over alleged "misuse of corporate assets" and
"money laundering".

The FT first requested disclosure of the size of the guarantee in
February 2020 but the Scottish government declined, citing
commercial confidentiality, and also turned down the FT's appeal.

The ministers, who had argued that revealing the size of the
guarantee could disadvantage GFG and be used to help calculate
commercially sensitive information, were eventually overruled by
the Scottish Information Commissioner in September 2021, according
to the FT.

While Reuters first reported in 2019 that the taxpayer's gross
liability stood at about GBP575 million, this is the first time the
Scottish government has disclosed the precise amount, the FT
notes.

The transaction was the first significant deal Greensill carried
out for Mr. Gupta, beginning a string of debt-fuelled acquisitions
that transformed the commodities trader into a big industrialist
claiming to employ 35,000 people around the world, the FT
discloses.  But the level of exposure Greensill built up to Gupta's
GFG Alliance was a key factor in its collapse, as the metals
conglomerate started to default on more than US$5 billion of debt
it had borrowed from the supply-chain finance company, according to
the FT.

The Scottish government provided its guarantee, which covered
annual amounts varying between GBP14 million and GBP32 million, in
return for a fee, the FT discloses.  That fee had been valued in
the government's accounts at GBP21.4 million, but was later written
down to zero and a GBP33 million provision was created because of
potential exposure to default, the FT notes.

The Scottish government also revealed in its response to the FT
that the net present value of the remaining guaranteed payments is
now GBP285.9 million, the FT states.


MARKS & SPENCER: Moody's Affirms Ba1 CFR, Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service has revised the outlook of Marks &
Spencer p.l.c. (M&S or the company) to stable from negative.
Concurrently, the rating agency affirmed the company's Ba1
corporate family rating, Ba1-PD probability of default rating, Ba1
senior unsecured long-term ratings, and (P)Ba1 senior unsecured
long-term MTN program rating.

"The rating action reflects the operational and financial progress
M&S has made over the past year, which we expect to be sustained
over the important Christmas season, and into at least the first
few months of next year" says David Beadle, a Moody's VP - Senior
Credit Officer and lead analyst for M&S. "We expect leverage to
improve to close to 3.5x by the fiscal year end, and while rising
cost headwinds or a softening of demand will result in somewhat
lower profits in 2023, we anticipate credit metrics will remain
acceptable for the Ba1 rating category", he added.

RATINGS RATIONALE

The change to stable outlook follows the publication of the
company's results for the six months to October 2, 2021 (H1 fiscal
2022). These were stronger than Moody's expectations, with
operating profit before adjusting items of GBP363.2 million some
35% ahead of the level recorded in the pre-Coronavirus pandemic H1
fiscal 2020. Recovery in profitability and market share gains were
notable for both its Food and Clothing & Home (C&H) divisions. The
results, however, included a total benefit of GBP47.5 million in
respect of business rates relief designed to help cushion loss of
trade during the pandemic.

Moody's expects M&S to sustain good trading momentum in the months
ahead. By fiscal 2022 year end, in March 2022, the rating agency
forecasts the company's Moody's-adjusted gross leverage, measured
as debt to EBITDA, will improve to close to 3.5x. However, beyond
that timeframe, Moody's thinks that a waning of recent strong post
lockdown demand in C&H is likely. Moreover, cost headwinds in
respect of supply chain inflation and the latest National Living
Wage increase may prove margin dilutive in the context of consumers
disposable income being squeezed by inflation. As such, the rating
agency expects the company's profits will be somewhat lower in
fiscal 2023 than this fiscal year.

In addition to the recovering financial results, the Ba1 rating
reflects (1) the company's enduring strong market positions; (2)
the range of initiatives underway driving improving operational
performance, including good progress in growing online C&H sales;
(3) Moody's expectations of continued solid demand within the M&S
Food business; and (4) the additional diversification of risks the
International division provides. Less positively, the rating also
takes account of (1) the multi-year pre-pandemic trend of weak
underlying sales and declining profitability; (2) the high exposure
to the UK's very competitive retail market which is subject to
consumer sentiment and the broader macro-economic cycle; and (3)
ongoing execution risks in respect of the company's turnaround
strategy.

LIQUIDITY

M&S had a sizeable cash balance of GBP952 million at its half year,
as well as access to an undrawn GBP1.1 billion revolving credit
facility.

In light of this, and Moody's expectations that the company will
continue to generate positive free cash flow, the rating agency
believes M&S will be able to sustain its long track record of good
liquidity over the next 12-18 months. The improvement in profit
trends, modest debt service costs, and pro-active inventory
management, will support cash generation even though capital
spending will increase from the pandemic driven lows of recent
times. If and when dividends are reinstated Moody's expects them to
be comfortably covered by operating cash generation.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects the recovery in financial performance
since the height of the pandemic and Moody's expectations that the
company's credit metrics will remain appropriate for the Ba1
ratings over the next 12-18 months.

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

Positive rating pressure would develop if M&S is able to record
sustained positive like-for-like sales growth in both its Food and
C&H divisions and return to pre-2020 levels of profitability, both
in absolute terms and in respect of margins. A positive rating
action of this nature would also require the company to sustain
stronger Moody's-adjusted credit metrics, including a ratio of
retained cash flow to net debt in the high-teens and gross debt to
EBITDA of sustainably below 3.5x.

Conversely, negative rating pressure would build in the event of a
resumption of the pre-pandemic slide in underlying profitability or
a deterioration in credit metrics, such that its Moody's adjusted
gross leverage would remain sustainably above 4.25x. Developing
weakness in the company's liquidity would likely result in a
downgrade.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's takes into account the impact of environmental, social and
governance (ESG) factors when assessing companies' credit quality.

The coronavirus pandemic constitutes a social risk under Moody's
ESG framework, given the substantial implications for public health
and safety. The rating agency considers that M&S successfully
navigated the operational challenges that lockdown restrictions
imposed, helped somewhat by its food offering allowing it to
qualify as an essential retailer under UK government criteria. The
company had access to the Coronavirus Job Retention Scheme and
Business Rates Relief government support programmes, as well as the
Bank of England Covid Corporate Financing Facility. In contrast to
some other retailers, notably those forced to close their store
estates during lockdown restrictions, the company's debt levels
have not increased during the pandemic.

M&S has a governance structure in line with Moody's expectations
for a public limited company of its size and type. The rating
agency positively notes that the company's financial policies
include prioritising the recovery of balance sheet metrics
consistent with an investment grade rating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail
published in November 2021.

COMPANY PROFILE

M&S is a leading UK clothing and food retailer with annual sales of
about GBP10 billion. The company is listed on the London Stock
Exchange, with a market capitalisation of more than GBP4.5 billion
as of the date of this publication.

NEWDAY FUNDING 2021-3: Fitch Rates Class F Notes 'B+(EXP)'
----------------------------------------------------------
Fitch Ratings has assigned NewDay Funding Master Issuer Plc's
Series 2021-3 notes expected ratings with Stable Outlooks.

Asset performance has been healthy during the pandemic. There have
only been small increases in delinquencies and charge-offs so far.
Charge-offs have remained below Fitch's 18% charge-off steady state
with yield and monthly payment rate reasonably stable, and
converging back to pre-pandemic levels. Fitch expects there will be
short term performance fluctuations. As the furlough scheme is
reaching its end, Fitch expects delinquencies and charge-offs to
increase as unemployment rises. However, Fitch expects it to be
less severe than Fitch's previous expectation, and Fitch does not
expect the stress on the trust's performance to be long term.

Fitch also expects to affirm NewDay Funding's existing series with
Stable Outlooks when it assigns series 2021-3 final ratings.

    DEBT                      RATING
    ----                      ------
NewDay Funding Master Issuer Plc

2021-3 Class A1    LT AAA(EXP)sf   Expected Rating
2021-3 Class A2    LT AAA(EXP)sf   Expected Rating
2021-3 Class B     LT AA(EXP)sf    Expected Rating
2021-3 Class C     LT A(EXP)sf     Expected Rating
2021-3 Class D     LT BBB(EXP)sf   Expected Rating
2021-3 Class E     LT BB(EXP)sf    Expected Rating
2021-3 Class F     LT B+(EXP)sf    Expected Rating

TRANSACTION SUMMARY

The series 2021-3 notes will be collateralised by a pool of
non-prime UK credit card receivables. NewDay is one of the largest
specialist credit card companies in the UK, where it is also active
in the retail credit card market. However, the co-brand retail card
receivables do not form part of this transaction.

The collateralised pool consists of an organic book originated by
NewDay Ltd, with continued originations of new accounts, and a
closed book consisting of two legacy pools acquired by the
originator in 2007 and 2010. NewDay started originating accounts
within the legacy pools, albeit in low numbers, in 2015. The
securitised pool of assets is beneficially held by NewDay Funding
Receivables Trustee Ltd.

KEY RATING DRIVERS

Non-Prime Asset Pool: The portfolio consists of non-prime UK credit
card receivables. Fitch assumes a steady-state charge-off rate of
18%, with a stress on the low end of the spectrum (3.5x for
'AAAsf'), considering the high absolute level of the steady-state
assumption and lower historical volatility in charge-offs.

As is typical in the non-prime credit card sector, the portfolio
has low payment rates and high yield. Fitch assumed a steady-state
monthly payment rate of 10% with a 45% stress at 'AAAsf', and a
steady state yield of 30% with a 40% stress at 'AAAsf'. Fitch also
assumed a 0% purchase rate in the 'Asf' category and above,
considering that the seller is unrated and the reduced probability
of a non-prime portfolio being taken over by a third party in a
high-stress environment. 

Resilient to Coronavirus Impact: Charge-offs and delinquencies have
so far been resilient to the impact of the coronavirus pandemic,
aided by payment deferment and furlough measures. The share of the
portfolio subject to payment holidays (as part of their regular
forbearance measures) has now reduced substantially from an initial
peak, with furlough schemes recently phased out. Fitch expects a
moderate rise in unemployment translating into some performance
deterioration into 2022.

Fitch has nevertheless maintained its steady-state assumptions at
existing levels, as Fitch does not expect any deterioration to be a
long-term deviation. Fitch also considers the fact that charge-offs
have remained below the steady-state in recent years, and that
NewDay has applied stricter lending criteria since the onset of the
pandemic.

Variable Funding Notes Add Flexibility: The structure employs a
separate Originator VFN, purchased and held by NewDay Funding
Transferor Ltd (the transferor), in addition to Series VFN-F1 and
VFN-F2 providing the funding flexibility that is typical and
necessary for credit card trusts. It provides credit enhancement to
the rated notes, adds protection against dilution by way of a
separate functional transferor interest and meets the UK and US
risk retention requirements.

Key Counterparties Unrated: The NewDay Group will act in several
capacities through its various entities, most prominently as
originator, servicer and cash manager. The degree of reliance is
mitigated in this transaction by the transferability of operations,
agreements with established card service providers, a back-up cash
management agreement and a series-specific liquidity reserve.

RATING SENSITIVITIES

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

Rating sensitivity to increased charge-off rate:

-- Increase steady state by 25% / 50% / 75%

-- Series 2021-3 A: 'AAsf' / 'AA-sf' / 'A+sf'

-- Series 2021-3 B: 'A+sf' / 'Asf' / 'A-sf'

-- Series 2021-3 C: 'BBB+sf' / 'BBBsf' / 'BBB-sf'

-- Series 2021-3 D: 'BB+sf' / 'BBsf' / 'BB-sf'

-- Series 2021-3 E: 'B+sf' / 'Bsf' / N.A.

-- Series 2021-3 F: 'Bsf' / N.A. / N.A.

Rating sensitivity to reduced monthly payment rate (MPR):

-- Reduce steady state by 15% / 25% / 35%

-- Series 2021-3 A: 'AAsf' / 'AA-sf' / 'A+sf'

-- Series 2021-3 B: 'A+sf' / 'Asf' / 'A-sf'

-- Series 2021-3 C: 'A-sf' / 'BBB+sf' / 'BBBsf'

-- Series 2021-3 D: 'BBB-sf' / 'BB+sf' / 'BBsf'

-- Series 2021-3 E: 'BB-sf' / 'BB-sf' / 'B+sf'

-- Series 2021-3 F: 'B+sf' / 'Bsf' / 'Bsf'.

Rating sensitivity to reduced purchase rate:

-- Reduce steady state by 50% / 75% / 100%

-- Series 2021-3 D: 'BBBsf' / 'BBB-sf' / 'BBB-sf'

-- Series 2021-3 E: 'BB-sf' / 'BB-sf' / 'BB-sf'

-- Series 2021-3 F: 'B+sf' / 'B+sf' / 'Bsf'

-- No rating sensitivities are shown for the class A to C notes,
    as Fitch is already assuming a 100% purchase rate stress in
    these rating scenarios.

Rating sensitivity to increased charge-off rate and reduced MPR:

Increase steady-state charge-offs by 25% / 50% / 75% and reduce
steady-state MPR by 15% / 25% / 35%:

-- Series 2021-3 A: 'AA-sf' / 'A-sf' / 'BBBsf'

-- Series 2021-3 B: 'Asf' / 'BBBsf' / 'BB+sf'

-- Series 2021-3 C: 'BBBsf' / 'BB+sf' / 'BB-sf'

-- Series 2021-3 D: 'BBsf' / 'B+sf' / N.A.

-- Series 2021-3 E: 'B+sf' / N.A. / N.A.

-- Series 2021-3 F: N.A. / N.A. / N.A.

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

Rating sensitivity to reduced charge-off rate:

-- Reduce steady state by 25%

-- Series 2021-3 B: 'AAAsf'

-- Series 2021-3 C: 'AA-sf'

-- Series 2021-3 D: 'A-sf'

-- Series 2021-3 E: 'BBB-sf'

-- Series 2021-3 F: 'BBsf'

-- The class A notes cannot be upgraded given the notes are
    already rated at 'AAAsf', which is the highest level on
    Fitch's rating scale.

This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modelling process uses the modification
of these variables to reflect asset performance in upside and
downside environments. The results below should only be considered
as one potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.

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

NewDay Funding Master Issuer Plc

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.

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.

ONEWEB: Paid US$49.3 Million in Fees Under Bankruptcy Rescue Deal
-----------------------------------------------------------------
Peggy Hollinger at The Financial Times reports that OneWeb paid
US$49.3 million in fees to bankers, lawyers and other advisers
acting for its original shareholders as part of the US$1 billion
deal in which the UK government and India's Bharti Global rescued
the satellite internet company from bankruptcy last year.

The disclosure came in audited accounts published on Nov. 16, the
FT states.  The accounts stated the sale agreement "required the
Company to fund the selling costs of the former shareholders of
OneWeb Communications", the FT notes.

Although the advisers were not named, Guggenheim Partners, the New
York investment bank, and US law firm Milbank were among those who
advised investors on the transaction, the FT relays, citing a
person with knowledge of the situation.

Shareholders disclosed in the bankruptcy petition included Airbus,
Hughes Network Systems, a subsidiary of EchoStar, Intelsat,
Qualcomm, Virgin Group and SoftBank, according to the FT.

The annual report also revealed that OneWeb incurred a US$58.3
million operating loss in the 12 months to the end of March, the FT
discloses.  There was no comparison provided with the previous
year.

On a brighter note for the investors who took OneWeb out of
bankruptcy, the group recorded a US$430.4 million gain on the fair
value of its assets compared with the bankruptcy price tag, the FT
states.

OneWeb, founded almost a decade ago, was a pioneer in space-based
internet services, but experienced difficulties after several
delays prompted its biggest shareholder, SoftBank, to withhold US$2
billion in new funding to develop its satellite constellation, the
FT relates.  The group entered Chapter 11 bankruptcy protection in
the US in March last year, the FT recounts.

However, since its US$1 billion rescue by the UK and Bharti, the
company has secured US$2.7 billion in funding from investors
including Eutelsat, the European satellite operator, Hanwha, the
South Korean conglomerate, and even SoftBank, the FT relates.  The
recent funding rounds are estimated to have valued OneWeb at more
than US$3 billion, the FT notes.

The group has 358 satellites in orbit and intends to launch a
limited commercial service this year.


PAYSAFE GROUP II: Moody's Affirms B1 CFR, Alters Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating and B1-PD probability of default rating of Paysafe Group
Holdings II Limited (Paysafe or the company). Concurrently, Moody's
has affirmed the B1 ratings on the senior secured bank credit
facilities and backed senior secured notes borrowed at subsidiaries
Paysafe Holdings (US) Corp., Paysafe Holdings UK Limited and
Paysafe Finance PLC. Outlook on all ratings has changed to negative
from stable.

"The change in outlook to negative from stable mainly reflects our
expectations of weaker operating performance over 2021-2022 as a
result of the challenges faced by Paysafe's digital wallets
division together with the slower than expected signing of new
ecommerce clients" says Luigi Bucci, Moody's lead analyst for
Paysafe.

"As a consequence, Moody's-adjusted leverage is likely to stand at
around 6x-6.5x in 2022, a level which is very high for the current
B1 rating" adds Mr Bucci.

RATINGS RATIONALE

The B1 CFR of Paysafe reflects (1) its geographical diversification
of earnings, with presence across the US, Europe and Latin America;
(2) positive growth dynamics from the deregulation of online gaming
in the US market; (3) more predictable financial policy post-SPAC
transaction closing in March; and (4) good liquidity supported by
positive free cash flow (FCF) generation and access to its $305
million senior secured revolving credit facility (RCF).

Conversely, Paysafe's CFR is constrained by (1) Moody's expectation
that the company's Moody's-adjusted leverage will remain high at
over 6x over the next 12-18 months; (2) ongoing challenges in its
digital wallets segment; (3) risk of debt-funded M&A; and (4)
socially driven regulatory risks related to the company's exposure
to online gambling.

The change in outlook to negative reflects Moody's anticipation
that operating performance will be materially weaker than
previously expected over the remainder of 2021 and 2022. This is
mainly because of the soft results of the digital wallets business
together with the modification of eCommerce agreements, originally
expected in the fourth quarter of 2021. While previous company
estimates were anticipating a recovery of the digital wallets
segment in the last quarter of 2021, ongoing challenges will
continue into 2022, at best. Key factors underpinning the segment's
weakness are due to (1) soft results in Europe, primarily as a
consequence of regulation; and (2) general repricing to be more
competitive in the market.

Moody's expects Paysafe's revenues to grow organically at around 5%
over 2021 before moving to a broadly flat evolution over 2022 as
the positive contribution from integrated processing and eCash will
be offset by weaker digital wallets' revenue. When taking into
account the impact from the recently announced acquisitions (i.e.
PagoEfectivo, SafetyPay and viafintech), revenue growth over 2022
will stand at around 5%. The rating agency also forecasts
company-adjusted EBITDA, pre-restructuring costs and impact of
additional M&A, to grow towards $440 million in 2022 from around
$420 million in 2021 (2020: $426 million) largely driven by the
full year contribution of recent M&A.

Moody's estimates the company's Moody-adjusted leverage to stand at
around 7x in 2021 before reducing towards 6.3x in 2022. 2021
metrics assume the full drawdown of the incremental term loan
facilities issued in September and the full repayment of the RCF.
As per management guidance, these levels could improve should
Paysafe decide to repay debt using the excess cash flow of the
business. Moody's current estimates do not factor in any
debt-funded M&A.

The rating agency forecasts Moody's-adjusted FCF/debt to stand at
around 6%-7% in 2022 after having reached slightly positive levels
over 2021. The beneficial impact from lower interest payments post
refinancing in June will be to some extent offset by the higher
debt burden after the latest round of acquisitions.

ENVORONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Paysafe has meaningful exposure to customers in the gaming industry
which is identified as having high social risk in Moody's ESG
framework. Gambling addiction and elevated potential for crime
(such as money laundering) are the main drivers of high social
credit risk in the gaming sector. Another key risk area for the
sector is security of the large amounts of customer data. The
company has an established framework to manage cyber risk,
including third-party security assessments and insurance coverage.

In terms of governance, after closing of the SPAC transaction in
early 2021 private equity funds CVC and Blackstone are the largest
shareholders in the company with a stake of approximately 46%. The
remaining shareholders are largely represented by private investors
and Cannae Holdings, Inc.

Moody's expects the financial policy of the company to be more
conservative compared to the past. This is evidenced by the
long-term leverage target of 3.5x, a level which remains only
aspirational in the mid-term in the rating agency's view given the
ongoing operating performance challenges that the company is
facing. Paysafe's financial policies also reflect the company's
strategy of pursuing debt-funded growth, as evidenced by the round
of acquisitions announced in August and September 2021.

LIQUIDITY

Moody's views Paysafe's liquidity as good, based on the company's
cash flow generation, available cash resources of $262 million as
of September 2021 and a $305 million committed RCF ($170 million
undrawn), as well as a long-dated maturity profile. The rating
agency expects the company to continue generating positive FCF
through 2022, supporting the liquidity of the business.

The RCF has a springing financial maintenance covenant (net senior
secured leverage ratio) set at 7.5x, only tested on a quarterly
basis when the RCF is drawn by more than 40%.

STRUCTURAL CONSIDERATIONS

The instrument ratings on the backed senior secured notes as well
as the senior secured term loan and RCF rank in line with the CFR,
reflecting the pari-passu nature of Paysafe's capital structure.

The instruments are guaranteed by material subsidiaries
representing a minimum of 80% of consolidated EBITDA and security
includes shares, intercompany receivables, and, solely with respect
to English guarantors, a floating charge over its assets for the
senior secured term loan/RCF and all material assets and a floating
charge over substantially all of the English guarantors' assets and
undertakings for the backed senior secured notes. Moody's sees the
security package as weak overall.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects Moody's view that operating
performance over the next 12-18 months will be weaker than
previously anticipated because of soft results in the digital
wallets segment and the slower intake of new ecommerce customers.
As a consequence, overall deleveraging trajectory for Paysafe will
be substantially slower than previously expected leading to a
Moody's-adjusted leverage in excess of 6x over the next 12-18
months.

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

Although unlikely in the short term given the current negative
outlook, upward rating pressure could arise if (1) the group
maintains its Moody's-adjusted gross leverage sustainably below
4.5x; (2) Moody's-adjusted FCF/debt remains above 10% on a
sustained basis; and (3) the company were to demonstrate a solid
track-record of commitment to a conservative financial policy under
the new structure.

Moody's would consider a rating downgrade if Paysafe were to
continue experiencing weaknesses in its core segments after 2021 or
if it were to embark in transformational debt-funded acquisitions
or shareholder distributions. Negative pressure would arise if (1)
Moody's-adjusted leverage remains over 5.5x on a sustainable basis;
or (2) Moody's-adjusted FCF/Debt remains below 5%; or (3) liquidity
weakens.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Paysafe Finance PLC

BACKED Senior Secured Regular Bond/Debenture, Affirmed B1

Issuer: Paysafe Group Holdings II Limited

Probability of Default Rating, Affirmed B1-PD

LT Corporate Family Rating, Affirmed B1

Issuer: Paysafe Holdings (US) Corp.

Senior Secured Bank Credit Facility, Affirmed B1

BACKED Senior Secured Regular Bond/Debenture, Affirmed B1

Issuer: Paysafe Holdings UK Limited

Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

Issuer: Paysafe Finance PLC

Outlook, Changed To Negative From Stable

Issuer: Paysafe Group Holdings II Limited

Outlook, Changed To Negative From Stable

Issuer: Paysafe Holdings (US) Corp.

Outlook, Changed To Negative From Stable

Issuer: Paysafe Holdings UK Limited

Outlook, Changed To Negative From Stable

COMPANY PROFILE

Headquartered in London, Paysafe is a global provider of online
payment solutions and stored-value products operating in the United
States, Europe and Asia. Over LTM September 2021, Paysafe generated
net revenues and company-adjusted EBITDA of $1.5 and $0.4 billion,
respectively. Following the successful closing of the SPAC
transaction, Paysafe is listed on the New York Stock Exchange.

PINEWOOD GROUP: S&P Alters Outlook to Negative, Affirms 'BB-' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on U.K.-based filming
facilities provider Pinewood Group Ltd. to negative from stable,
and affirmed its 'BB-' long-term issuer credit rating. At the same
time, S&P assigned a 'BB' issue rating to the proposed senior
secured notes, in line with the existing senior secured notes. The
'2' recovery rating indicates its expectation of high (70%-90%;
rounded estimate: 80%) recovery in the event of a payment default.

The negative outlook reflects a one-in-three chance that S&P would
lower Pinewood's rating if construction or pre-letting delays
prevent the recovery of the company's EBITDA to interest ratio to
above 2.4x, its adjusted debt to EBITDA falls below 13x, and its
reported loan-to-value (LTV) ratio rises above 50%.

S&P said, "Our negative outlook reflects our view that Pinewood's
credit metrics will deteriorate in the next 12-24 months, before
subsequently recovering on the back of incremental EBITDA from new
developments. Pinewood plans to undertake large expansion projects,
worth around GBP700 million (of which about GBP560 million is
committed), and to be spent over the next two and a half to three
years, which will be funded with the GBP300 million proposed senior
secured notes, available cash, and operating cash flows. We expect
its credit metrics to deteriorate in the next 12-24 months, given a
significant time lag between the bond issuance and the EBITDA
contribution received as a result of the project's finalization. In
our updated base case, we now forecast that Pinewood's adjusted
debt to EBITDA will increase from 12.4x at the end of the fiscal
year 2020 (ending March 31) to 15x-17x in 2021-2022, before
gradually improving to around 10x-11x in the subsequent years.

"Pinewood has a track record of delivering its expansionary
projects on time and on budget; that being said, we believe that
supply chain issues and inflation are the main risks. Due to their
size, the new expansion projects incur a material execution risk,
which is exacerbated by the volatility in the construction supply
value chain and inflationary risks. We understand that Pinewood has
some discretion to steer the delivery pipeline and that development
risk is limited due to fixed-price contracts with construction
companies. However, we believe the current challenges in the
construction industry, including the scarce supply of building
materials as well as significant cost inflation, could put pressure
on construction companies' creditworthiness or may delay the
anticipated project deliveries, and thereby the financial recovery
of Pinewood´s credit metrics. We factor in that obligations of
subcontractors are at least partially covered by performance
guarantees, which should to some extent offset the financial impact
on Pinewood in case of execution issues. We view positively that as
of September 2021 Pinewood had a robust cash balance of around
GBP250 million, which it will use to fund the projects along with
the proceeds from the proposed issuance. Pinewood also has a GBP50
million fully undrawn revolving credit facility (RCF).

"Pinewood's deleveraging in 2023 and thereafter will depend on the
take-up of the incremental capacity, which we expect to remain
strong on the back of robust demand. Our current base case assumes
that Pinewood's metrics will improve in 2023 and thereafter.
Despite the required timely delivery of the projects, Pinewood's
ability to deleverage will also depend on its ability to let the
new stages out on favorable terms. We are mindful that
approximately half of the space under the new projects represents
speculative development. This is partly balanced by about another
half of the space being already at least partially pre-let on terms
similar to the existing contracts. We understand there is strong
demand for new stages on the back of a secular growth phase in the
streaming industry." Pinewood's position is also enhanced by its
favorable location, the high quality of its studios, and strong
brand recognition, which at least in the near term should mitigate
the strong competition within the industry.

Pinewood's current cash flows are highly predictable on the back of
its long-term contracts with Netflix and Disney. The two existing
studios of Pinewood are 100% let out under long-term U.K.
RPI-linked contracts with two content producers, Disney
(BBB+/Stable) and Netflix (BBB/Stable), signed in 2019. These
contracts do not have break clauses. In the 12 months ended March
31, 2021, rental income from those two tenants accounted for around
70% of Pinewood's revenues. Importantly, Pinewood's operating
performance has not been impacted by COVID-19. S&P believes these
long-term contracts support the stability and predictability of
Pinewood's cash flows.

S&P said, "The negative outlook reflects our view that we may
downgrade Pinewood in the next 12-18 months if its site expansion
projects are delayed, if they experience a significant cost overrun
compared to the current budget, or if Pinewood does not progress
with pre-letting the new stages prior to the projects' completion
as currently planned, although this is not part of our base case.
These eventualities would delay the anticipated recovery in its
credit metrics for the fiscal year starting April 1, 2023. We might
lower the rating if we see evidence of Pinewood's rental activities
for the existing facilities deteriorating, which could be caused by
sluggish demand linked to a downturn in the media industry,
although this is not our base case. We could also lower the rating
if we believe Pinewood's shareholder is adopting a more aggressive
financial policy and issues additional debt or pays out dividends,
leading to a breach of our rating thresholds for the current rating
level on a sustained basis.

"We could lower the rating if we anticipate a significant delay
compared to our current base case in the recovery of Pinewood's
metrics to the level commensurate with its credit rating, namely
adjusted debt to EBITDA below 13x, EBITDA interest coverage above
2.4x, and reported LTV ratio below 50%.

"We could revise the outlook to stable if its projects progress
successfully and are pre-emptively pre-let, supporting the
near-term recovery of metrics toward adjusted debt to EBITDA below
13x, EBITDA interest coverage increasing back to above 2.4x, and
its reported LTV ratio remaining below 50%. Prospects of such an
outlook revision would be improved by Pinewood's assets continuing
to generate increasing income, supported by robust demand for media
content. The existing long-term contracts with Disney and Netflix
should continue to bolster the company's operating performance. We
would also look for the absence of dividend distributions in
considering an outlook revision to stable."


RANGERS FC: Nearly GBP400,000 of Public Money Spent on Litigation
-----------------------------------------------------------------
Martin Williams at The Herald reports that nearly GBP400,000 of
public money has been spent on legal advice and "litigation
support" over civil cases against the Lord Advocate connected to
malicious prosecutions in the collapsed Rangers fraud probe.

The Scottish Government has committed to an inquiry into the
failings which has already led to more than GBP30 million in
damages and legal fees, with that figure estimated to potentially
rise to over GBP100 million, The Herald relates.

The GBP399,840 "quick quote" contract has been given by the
Scottish Government to Teneo Restructuring Limited for "litigation
support in relation to a recent civil action against the Lord
Advocate", The Herald discloses.  It was the only quote received,
The Herald notes.

According to The Herald, the Scottish Government would only say
that it is in "relation to the prosecutions of certain individuals
associated with Rangers FC.  We're asking for independent external
expertise, and all costs will be subject to public finance and
accountability rules."

Last month, it emerged that the Crown Office had spent GBP1.4
million in hiring legal help for its defence of the fiasco, The
Herald recounts.

In February, Teneo, a strategic consulting firm which advises manyh
of the UK's biggest companies bought the restructuring arm of
Deloitte, The Herald relays.

More than GBP30 million in settlements has been paid out so far to
individuals over the wrongful prosecutions, The Herald states.

Among the beneficiaries were finance experts David Whitehouse and
Paul Clark who were arrested in 2014 after they were appointed
administrators of the company that ran Rangers, which fell into
administration in 2012, The Herald recounts.

They were among those pursued by police and the Crown amid
recriminations over Craig Whyte's 2011 Rangers takeover, and the
club's 2012 Sevco buyout from administration by tycoon Charles
Green, The Herald discloses.

Mr. Whitehouse and Mr. Clark settled out of court with the Crown
Office in December to the tune of more than GBP24 million with the
Crown admitting a malicious prosecution, The Herald notes.

Mr. Green, whose Sevco consortium too over the club in June, 2012,
also won a GBP6.4 million payout after he and five others were
charged with serious organised crime offences over the club
acquisition, The Herald states.

Cases involving Duff and Phelps adviser David Grier, and Mr Green's
associate Imran Ahmad, are still ongoing, according to The Herald.

In August, last year it was confirmed former Rangers director Imran
Ahmad is to receive a public apology from the head of Scotland's
prosecution service, The Herald recounts.

Mr. Ahmad will also receive significant damages, and is pursuing an
amount also believed to run to GBP30 million, after he was wrongly
prosecuted on fraud charges, The Herald states.

He was prosecuted in 2015 over the takeover of the Ibrox club in
2012 but all charges were dropped in 2018, The Herald notes.

According to The Herald, Court of Session judge Lord Tyre has also
ruled that David Grier, a Duff and Phelps executive that there was
no "probable cause" to prosecute him who is also seeking GBP5
million damages from the Lord Advocate and GBP9 million from Police
Scotland.

And multinational finance firm Duff and Phelps, who employed Mr.
Whitehouse and Mr. Clark is seeking GBP25 million for reputational
damage, The Herald discloses.

The fraud case arose after the club under Mr. Whyte went into
administration nine months after he bought it, with debts soaring
over GBP100 million, while the team ended up relegated to the
bottom rung of the Scottish football pyramid, The Herald notes.

Five of the seven men charged in relation to Rangers fraud cases
have been pursuing compensation complaints over wrongful arrest
against either Police Scotland, the Crown Office or both with a
collective claim now standing at nearly GBP100 million, The Herald
states.


REVOLUTION BARS: Suffers Higher Costs of Recruiting Security Staff
------------------------------------------------------------------
Alice Hancock at The Financial Times reports that Revolution Bars
Group has suffered a sharp rise in costs as it is forced to pay
more to recruit security staff after many took other jobs during
lockdown or left the UK.

The company, which operates 67 bars across the UK, said its costs
had increased by 16% as the hospitality industry battles to find
trained workers, the FT relates.

According to the FT, RBG said it was managing to cover the extra
cost as trading had been healthy since clubs and bars were able to
reopen after nearly 15 months of closures and restrictions on July
19.  The sector was among the first to be closed by the government
and the last permitted to reopen, the FT notes.

Since reopening, sales were 14% ahead of the comparative period in
2019 driven, Rob Pitcher, chief executive of RBG, by a desire from
consumers "to get together and celebrate", the FT discloses.

In the year to July 3, however, sales reached GBP39.4 million --
36% of total sales in the previous financial year -- and the
company sunk to a GBP26.3 million pre-tax loss, the FT relays.

In its last full year of trading before the pandemic, the group
posted a GBP5.6 million loss before tax, according to the FT.

During the pandemic, RBG undertook a CVA that saw it drop six
lossmaking sites. The group also surrendered two other locations
and raised GBP34 million from shareholders in two equity raises,
the FT recounts.


SHERWOOD FINANCING: Fitch Rates GBP1.2 Billion Notes Final 'BB-'
----------------------------------------------------------------
Fitch Ratings has assigned Sherwood Financing Plc's GBP1.2 billion
equivalent senior secured notes a final long-term rating of 'BB-'.
The notes are guaranteed by Sherwood Parentco Limited (Arrow;
BB-/Stable) and have been issued to acquire Arrow Global Plc. The
final rating is in line with the expected rating assigned on 25
October 2021.

Proceeds of the notes (a EUR640 million floating rate tranche
maturing in 2027, a EUR400 million 4.5% tranche due 2026 and a
GBP350 million 6% tranche maturing in 2026) have principally been
used to refinance bridge facilities put in place to acquire 100% of
Arrow's share capital. Arrow was de-listed from the London Stock
Exchange on 12 October. It is a UK-based debt purchaser and
investor in non-performing loans.

KEY RATING DRIVERS

LONG-TERM IDR AND SENIOR SECURED DEBT

As Arrow's senior secured notes are the company's main outstanding
debt class (and effectively junior to Arrow's sizeable revolving
credit facility, RCF), Fitch has equalised the notes' ratings with
the Long-Term IDR, indicating average recoveries for the notes.

Arrow's Long-Term IDR is constrained by high cash flow leverage
with a gross debt/adjusted EBITDA ratio as calculated by Fitch of
around 5.8x at end-1H21 (based on annualised 1H21 adjusted EBITDA),
equating to a capitalisation and leverage score of 'b' and below'.
Fitch expects cash flow leverage as of end-2021 to improve to
around 5x, largely as a result of improving cash EBITDA on the back
of resilient collections and improving revenue in the fund
management and servicing segments.

Arrow's Long-Term IDR also considers the company's credible
franchise, diversification benefits from its recently launched
fund- and investment-management business line, long-dated post
transaction funding profile and Fitch's expectation that Arrow's
governance will following its de-listing remain broadly in place,
supporting Fitch's view of the company's risk and corporate
governance.

RATING SENSITIVITIES

LONG-TERM IDR

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

-- As Arrow's Long-Term IDR is currently constrained by leverage,
    any positive rating action would require a material and
    sustained improvement in the gross leverage ratio to well
    within Fitch's 'bb' benchmark range (gross debt/adjusted
    EBITDA between 2.5x and 3.5x). In addition, an upgrade could
    be supported by a successful implementation of Arrow's
    capital-light asset management strategy, for instance, through
    a successful rollout of the follow-on fund to ACO 1 in 2022.

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

-- Material delays in rolling out its capital-light strategy
    (including delays in anticipated fundraising or capital
    deployment in follow-on funds), in particular if impairing
    Arrow's deleveraging potential or indicative of general
    collection under-performance, would put pressure on Arrow's
    ratings.

-- Inability to meet its 2023 leverage guidance of net leverage
    (net debt/ adjusted EBITDA) of 3.0x to 3.5x, could also put
    pressure on ratings.

-- Material collection under-performance, in particular, if it
    leads to further meaningful portfolio impairments, could be
    rating-negative. A material increase in risk appetite or
    weakening of risk or corporate governance, following its
    delisting, albeit not expected by Fitch, would also put
    pressure on ratings.

SENIOR SECURED DEBT

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

-- The senior secured notes' rating is principally sensitive to a
    change in Arrow's Long-Term IDR and an upgrade of the Long-
    Term IDR would likely be mirrored in an upgrade of the notes.
    In addition, improved recovery expectations, for instance,
    through a larger layer of junior debt, could lead Fitch to
    notch up the notes from Arrow's Long-Term IDR.

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

-- A downgrade of the Long-Term IDR would likely be mirrored in a
    downgrade of the notes. In addition, worsening recovery
    expectations, for instance, through a larger layer of
    structurally senior debt, could lead Fitch to notch down the
    notes from the Long-Term IDR.

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

Arrow has an ESG Relevance Score of '4' for 'Financial
Transparency' due to the significance of internal modelling to
portfolio valuations and associated metrics such as estimated
remaining collections. However, this is a feature of the
debt-purchasing sector as a whole, and not specific to Arrow. This
has a moderately negative impact on the credit profile, and is
relevant to the rating in conjunction with other factors.

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

STATUS 2021-1: Moody's Assigns (P)B3 Rating to Class F Notes
------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to Notes to be issued by SATUS 2021-1 PLC:

GBP [ ] M Class A Asset-Backed Floating Rate Notes due August
2028, Assigned (P)Aaa (sf)

GBP [ ] M Class B Asset-Backed Floating Rate Notes due August
2028, Assigned (P)Aa2 (sf)

GBP [ ] M Class C Asset-Backed Floating Rate Notes due August
2028, Assigned (P)A2 (sf)

GBP [ ] M Class D Asset-Backed Floating Rate Notes due August
2028, Assigned (P)Baa3 (sf)

GBP [ ] M Class E Asset-Backed Floating Rate Notes due August
2028, Assigned (P)Ba2 (sf)

GBP [ ] M Class F Asset-Backed Floating Rate Notes due August
2028, Assigned (P)B3 (sf)

Moody's has not assigned a rating to GBP [ ] M Class Z Asset-Backed
Notes due August 2028.

RATINGS RATIONALE

The Notes are backed by a static pool of United Kingdom auto
finance contracts originated by Startline Motor Finance Limited
("Startline", NR). This represents the second issuance sponsored by
Startline. The originator will also act as the servicer of the
portfolio during the life of the transaction.

The portfolio of auto finance contracts backing the Notes consists
of Hire Purchase ("HP") agreements granted to individuals resident
in the United Kingdom. Hire Purchase agreements are a form of
secured financing without the option to hand the car back at
maturity. Therefore, there is no explicit residual value risk in
the transaction. Under the terms of the HP agreements, the
originator retains legal title to the vehicles until the borrower
has made all scheduled payments required under the contract.

The portfolio of assets amount to approximately GBP 292.88 million
as of October 31, 2021 pool cut-off date. The portfolio consisted
of 47,806 agreements originated over the past 5 years and made of
used vehicles distributed through national and regional dealers as
well as brokers. It has a weighted average seasoning of 14.2
months.

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

The transaction's main credit strengths are the significant excess
spread, the static and granular nature of the portfolio, and
counterparty support through the back-up servicer (Equiniti Gateway
Ltd (NR)), interest rate hedge provider (J.P. Morgan AG (Aa1(cr)/
P-1(cr)) and independent cash manager U.S. Bank Global Corporate
Trust Limited, a subsidiary of U.S. Bank National Association
(A1/(P)P-1; Aa3(cr)/P-1(cr)). The transaction benefits from the
senior reserve fund which is fully funded at closing and will be
available to cover liquidity shortfalls on senior expenses and
Class A and B Notes interest (subject to a Class B PDL condition).
Initially sized at 1.0% of Class A and Class B Notes, the reserve
fund will amortise subject to a floor of 0.5%. The Class A and B
reserve provides approximately 6.5 months of liquidity at the
beginning of the transaction. In addition, the transaction also
features a junior reserve fund funded at 0.2% of the pool balance
as of the closing, which after the redemption of Class B would
serve as liquidity support for senior expenses, Class C, Class D,
Class E and Class F Notes subject to them being the most senior
class.

The portfolio has an initial yield of 16.35%. Available excess
spread can be trapped to cover defaults and losses, as well as to
replenish the tranche reserves to their target level through the
waterfall mechanism present in the structure.

Moody's determined the portfolio lifetime expected defaults of 12%,
expected recoveries of 40% and portfolio credit enhancement ("PCE")
of 35% related to borrower receivables. The expected defaults and
recoveries capture Moody's expectations of performance considering
the current economic outlook, while the PCE captures the loss
Moody's expect the portfolio to suffer in the event of a severe
recession scenario. Expected defaults and PCE are parameters used
by Moody's to calibrate its lognormal portfolio loss distribution
curve and to associate a probability with each potential future
loss scenario in its ABSROM cash flow model.

Portfolio expected defaults of 12% is higher than the UK auto ABS
average and is based on Moody's assessment of the lifetime
expectation for the pool taking into account: (i) the higher
average risk of the borrowers, (ii) historic performance of the
book of the originator, (iii) benchmark transactions, and (iv)
other qualitative considerations.

Portfolio expected recoveries of 40% is higher than the UK auto ABS
average and is based on Moody's assessment of the lifetime
expectation for the pool taking into account: (i) historic
performance of the originator's book, (ii) benchmark transactions,
and (iii) other qualitative considerations.

PCE of 35% is higher than the EMEA Auto ABS average and is based on
Moody's assessment of the pool which is mainly driven by: (i) the
relative ranking to originator peers in the UK market and (ii) the
weighted average current loan-to-value of 94.2% which is worse than
the sector average. The PCE level of 35% results in an implied
coefficient of variation ("CoV") of 39.1%.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
September 2021.

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

Factors that would lead to an upgrade of the ratings of Class B-F
Notes include significantly better than expected performance of the
pool together with an increase in credit enhancement of Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased linkage due to a downgrade of the hedge providers
rating; and (ii) economic conditions being worse than forecast
resulting in higher arrears and losses.

TAURUS 2021-5: Moody's Gives B3 Rating to GBP41.7MM Cl. F Notes
---------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to the debt issuance of Taurus 2021-5 UK DAC (the
"Issuer"):

GBP98.4M Class A Commercial Mortgage Backed Floating Rate Notes
due 2031, Definitive Rating Assigned Aaa (sf)

GBP31.8M Class B Commercial Mortgage Backed Floating Rate Notes
due 2031, Definitive Rating Assigned Aa3 (sf)

GBP17.3M Class C Commercial Mortgage Backed Floating Rate Notes
due 2031, Definitive Rating Assigned A3 (sf)

GBP26.1M Class D Commercial Mortgage Backed Floating Rate Notes
due 2031, Definitive Rating Assigned Baa3 (sf)

GBP34.7M Class E Commercial Mortgage Backed Floating Rate Notes
due 2031, Definitive Rating Assigned Ba3 (sf)

GBP41.7M Class F Commercial Mortgage Backed Floating Rate Notes
due 2031, Definitive Rating Assigned B3 (sf)

Taurus 2021-5 UK DAC is a true sale transaction of a GBP263.2
million pari passu portion of a floating rate Senior Facilities
Agreement totaling GBP2,359 million. The issuer will use the
proceeds of the issuance of the Notes, together with the amount
borrowed by the Issuer under the Issuer Loan, to acquire the
GBP263.2 million senior loan from Bank of America N.A., London
Branch (the "Loan Seller"). The Senior Facilities Agreement is
comprised of two components: a GBP2,190 million term loan; and a
GBP169.0 million capex facility, of which GBP74.6 million has been
drawn.

The loan was originated in February 2020 for the purpose of
financing the borrower's acquisition of a 43-property portfolio of
purpose built student accommodation ("PBSA") comprising
approximately 21,000 beds.

RATINGS RATIONALE

The rating action is based on: (i) Moody's assessment of the real
estate quality and characteristics of the collateral; (ii) analysis
of the loan terms; and (iii) the expected legal and structural
features of the transaction.

The key parameters in Moody's analysis are the default probability
of the securitised loan (both during the term and at maturity) as
well as Moody's value assessment of the collateral. Moody's derives
from these parameters a loss expectation for the securitised loan.
Moody's default risk assumptions are medium/high for the loan.

The key strengths of the transaction include: (i) the very good
quality of the collateral properties; (ii) strong demand
fundamentals for student housing in the UK; (iii) the portfolio's
geographic diversity; and (iv) the experienced sponsor and asset
manager.

Challenges in the transaction include: (i) the high leverage as
indicated by Moody's loan-to-value ("LTV") ratio; (ii) the high
dependence on international students; (iii) the portfolio's
currently depressed occupancy level due to the impact of lockdowns
during the pandemic; and (iv) non-sequential allocation of proceeds
such that senior notes have less cushion against increased
concentration and potential for adverse selection due to asset
sales.

The Moody's LTV ratio of the securitised loan at origination is
90.1%. Moody's has applied a property grade of 1.5 for the
portfolio (on a scale of 1 to 5, 1 being the best).

The principal methodology used in these ratings was "Moody's
Approach to Rating EMEA CMBS Transactions" published in May 2021.

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

Main factors or circumstances that could lead to an upgrade of the
ratings are generally: (i) an increase in the property values
backing the underlying loan; or (ii) a decrease in the default
probability driven by improving loan performance or decrease in
refinancing risk.

Main factors or circumstances that would lead to a downgrade of the
ratings are generally: (i) a decline in the property values backing
the underlying loan; (ii) an increase in the default probability of
the loan; and (iii) changes to the ratings of some transaction
counterparties.

TAURUS 2021-5: S&P Assigns B-(sf) Rating to EUR41.7MM Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Taurus 2021-5 UK
DAC's class A, B, C, D, E, and F notes.

The transaction is backed by GBP263.2 million of a GBP2.36 billion
senior loan, which includes a GBP169 million capital expenditure
(capex) facility which we have assumed will be fully drawn. Bank of
America N.A., London Branch and three other lenders, originated the
loan in February 2020 to finance Blackstone Inc.'s acquisition of
iQ Student Accommodation (iQ), one of the U.K.'s largest student
housing providers.

The senior loan is secured by 43 purpose-built student
accommodation (PBSA) properties totaling about 21,000 beds located
throughout the U.K.

The securitized senior loan (GBP263.2 million) is 11.2% of the
senior loan (GBP2.36 billion). As part of EU, U.K., and U.S. risk
retention requirements, the issuer and the issuer lender (Bank of
America N.A., London Branch) entered into a GBP13.2 million
(representing 5% of the securitized senior loan) issuer loan
agreement, which ranks pari passu to the notes of each class. The
issuer lender advanced the issuer loan to the issuer on the closing
date. The issuer applied the proceeds of the issuer loan as partial
consideration for the purchase of the securitized senior loan from
the loan seller.

The portfolio consists of PBSA properties spread out across England
and Scotland. The appraiser has valued the as-is value of the
portfolio at GBP3.29 billion or GBP3.70 billion based on a
corporate sale and portfolio premium. The current loan-to-value
(LTV) ratio is 71.6% based on the as-is value or 63.7% based on the
corporate sale and portfolio premium value. The two-year loan (with
three one-year extension options) provides no amortization prior to
a permitted change of control. Unless there is a permitted change
of control in the borrower, there are no financial covenants, only
cash trap covenants.

S&P said, "Our ratings address Taurus 2021-5 UK's ability to meet
timely interest payments and principal repayment no later than the
legal final maturity in May 2031. Our ratings on the notes reflect
our assessment of the underlying loan's credit, cash flow, and
legal characteristics and an analysis of the transaction's
counterparty and operational risks."

  Ratings List

  CLASS    RATING*    AMOUNT (MIL. GBP)

  A        AAA (sf)     98.4
  B        AA- (sf)     31.8
  C        A (sf)       17.3
  D        BBB (sf)     26.1
  E        BB- (sf)     34.7
  F        B- (sf)      41.7

*S&P's ratings address timely interest payments and of principal
repayment no later than the legal final maturity in May 2031.


YO! SUSHI: Owner May Be Sold, IPO Still Among Options
-----------------------------------------------------
The Times reports that the company behind the Yo! Sushi chain could
be sold rather than floated after interest from potential buyers.

According to The Times, Snowfox Group, backed by Mayfair Equity
Partners, has asked advisers to follow up on those approaches and
canvass interest from other parties.

There had been reports that the proposed GBP750 million initial
public offering had been pulled due to market volatility, but it is
now a dual-track process, with an initial public offering still on
the table, The Times relays, citing Sky News.

Snowfox is a Japanese food business operating in the UK and North
America, selling more than 60 million trays of sushi annually and
supplying customers including J Sainsbury, Tesco, Waitrose the
Co-op and David Lloyd Leisure.

Yo! was founded in 1997 in Soho by Simon.

As reported by the Troubled Company Reporter-Europe on Jan. 27,
2021, Yahoo Finance UK said that the owner of high street chain YO!
Sushi had been thrown a funding lifeline from its shareholders in
order to help it weather the pandemic, following a particularly
tough year for hospitality.  The GBP13 million (US$17.8 million)
cash injection came after the restaurant was forced to shutter a
third of its sites, Yahoo Finance UK relayed, citing documents
published on Companies House.  It was approved for infrastructure
improvements and changes to the conveyor belt system which has so
far been YO! Sushi's trademark in the UK, Yahoo Finance UK noted.
US parent company Snowfox received the funds following a
restructuring deal, which was approved by landlords and other
creditors, Yahoo Finance UK disclosed. Over the summer, news broke
that the chain would move to slice hundreds of jobs and close 19
sites through a Company Voluntary Arrangement (CVA), Yahoo Finance
UK relayed.  It came amid warning cries from a host of other high
street stalwarts who had been forced to reevaluate their footprints
amid the UK's shuttered economy, Yahoo Finance UK stated.
According to Yahoo Finance UK, 250 jobs were lost at YO! Sushi at
the time.  Snowfox also secured a GBP10 million debt facility with
its banking lenders, Yahoo Finance UK said.



                           *********


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

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

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

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