---

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

                          E U R O P E

          Wednesday, December 29, 2021, Vol. 22, No. 254

                           Headlines



B U L G A R I A

NATSIONALNA ELEKTRICHESKA: S&P Ups ICR to 'BB-', Outlook Stable


C Y P R U S

BANK OF CYPRUS: Moody's Hikes Deposit Ratings to Ba3


F R A N C E

SIACI SAINT: S&P Rauses Long-Term Issuer Credit Rating to 'B'


I R E L A N D

INVESCO EURO VII: Moody's Assigns (P)B3 Rating to Class F Debt
PREMIER PERICLASE: High Court Appoints Interim Examiner
PROVIDUS CLO VI: Moody's Rates EUR11.6MM Class F Notes 'B3'
RRE 5 LOAN: Moody's Rates EUR25MM Class D-R Notes 'Ba3'


I T A L Y

KOBE SPV: Moody's Hikes EUR10.5MM Class B Notes Rating From Ba2
MARCOLIN: S&P Alters Outlook to Stable, Affirms 'B-' ICR
MOONEY GROUP: Moody's Alters Outlook on B2 CFR to Negative
SANAC SPA: January 25 Deadline Set for Expressions of Interest
ZONCOLAN BIDCO: Fitch Assigns 'B' LT IDR, Outlook Stable



K A Z A K H S T A N

BANK RBK: Moody's Alters Ratings Outlook to Positive
FORTEBANK JSC: Moody's Hikes Long-Term Deposit Ratings to Ba2
NOMAD INSURANCE: S&P Raises ICR to 'BB' on Higher Capital Buffers


L U X E M B O U R G

MATADOR BIDCO: S&P Alters Outlook to Stable, Affirms 'BB-' ICR


M A L T A

ENEMALTA: S&P Downgrades ICR to 'B+', On CreditWatch Negative


M O N T E N E G R O

KAP: Montenegro Gov't Urges EPCG, Uniprom to Agree on Best Solution
MONTENEGRO AIRLINES: Administrators Seek EUR100MM in State Aid


N E T H E R L A N D S

PRECISE BIDCO: Moody's Rates New EUR340MM Term Loan 'B3'


R U S S I A

BANK SAINT-PETERSBURG: Moody's Affirms Ba3 Deposit Rating
MAGNIT PJSC: S&P Upgrades ICR to 'BB+', Outlook Stable
NOVOROSSIYSK COMMERCIAL: S&P Withdraws 'BB+' Issuer Credit Rating


S P A I N

[*] SPAIN: To Reform Insolvency Law to Obtain EU Recovery Funds


T U R K E Y

MERSIN INTERNATIONAL: S&P Alers Outlook to Neg., Affirms 'BB–' ICR


U N I T E D   K I N G D O M

BOPARAN HOLDINGS: Moody's Alters Outlook on B3 CFR to Negative
GREENSILL CAPITAL: Credit Suisse Fires Two Managers
GREENSILL CAPITAL: Credit Suisse Mulls Legal Action v. Softbank
IWH UK FINCO: Moody's Hikes CFR to B2; Outlook Stable
PERMANENT TSB: S&P Alters Outlook to Neg., Affirms 'BB-/B' LT ICRs

SILENTNIGHT: KPMG Won't Refer Any Work to Interpath Advisory

                           - - - - -


===============
B U L G A R I A
===============

NATSIONALNA ELEKTRICHESKA: S&P Ups ICR to 'BB-', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings raised the rating on Bulgaria-Based Natsionalna
Elektricheska Kompania (NEK) to 'BB-' from 'B+'.

The stable outlook reflects S&P's expectation that after record,
strong credit metrics of 2021, the group's FFO to debt will
stabilize at about 20%, and debt to EBITDA at about 4x, with risk
management and liquidity remaining prudent and spending on any new
large projects offset with state support.

S&P said, "The upgrade reflects ongoing improvements in the group's
credit quality. We believe that BEH has accumulated a track record
of healthy operating performance. Under very favorable electricity
market conditions in 2021, we expect the group's consolidated
EBITDA to exceed BGN2.1 billion (EUR1.1 billion) and FFO to debt to
be 25%-30%. Assuming normalized electricity prices and volumes in
2022-2023, we expect consolidated EBITDA to stabilize at BGN1.4
billion-BGN1.5 billion, with FFO to debt at about 20% and debt to
EBITDA at about 4x. After commissioning the BGN2.5 billion (EUR1.3
billion) Balkan Stream gas pipeline in 2021, we expect BEH's
capital expenditure (capex) to reduce to BGN600 million-BGN700
million annually, leading to positive free operating cash flow
(FOCF). We believe the group's track record of strategic direction
and risk management has been improving, and liquidity has
stabilized after a successful EUR600 million Eurobond issue earlier
this year.

"We expect NEK's stand-alone performance to be healthy, with credit
metrics constrained by legacy debt. We expect NEK to generate
record high EBITDA in 2021, thanks to a combination of high
electricity prices and favorable hydrological conditions. Even
assuming normalized market prices and generation volumes close to
historical levels, we expect NEK's EBITDA to stabilize at a healthy
BGN220 million-BGN250 million, which alongside low capex needs
results in positive FOCF and gradual debt reduction. NEK benefits
from the liberalization of Bulgaria's electricity sector, which
reduces its public policy mandate and leaves a higher share of
low-cost hydropower available for profitable free market sales.
Although Bulgaria's electricity regulations remain somewhat
politicized and unpredictable, the track record shows that payments
from the Security of Electricity Supply Fund have broadly covered
the difference between regulated electricity prices and NEK's high
electricity procurement costs. Also, NEK benefits from the recent
increase in regulated prices to BGN108.37 per megawatt hour (/MWh)
from BGN92.93.

"Nevertheless, NEK remains relatively small and highly leveraged.
NEK is still vulnerable to volatile power prices and hydrological
conditions, and is relatively small compared with other rated
European utilities. In addition, NEK's debt remains high,
reflecting historical tariff deficits and litigation. Given the
size of this debt (BGN3.7 billion on June 30, 2021), we don't
expect NEK to deleverage quickly. We recognize that almost all
NEK's debt is to its parent BEH and to the government of Bulgaria
(BGN2.6 billion and BGN1 billion, respectively of BGN3.6 billion
total debt on June 30, 2021), which are unlikely to trigger a
default, and NEK's debt to banks is limited (only BGN8.5 million on
June 30, 2021). Also, we believe that the ongoing extension of
NEK's short-term loans to its parent BEH supports the company's
liquidity. As a result, we continue to assess NEK's stand-alone
credit quality at 'b'.

"The rating on NEK continues to depend on BEH's credit quality. We
view NEK as a highly strategic subsidiary (from strategically
important before) of BEH, given the former's very important role in
Bulgaria's energy system as a hydropower producer and supplier of
last resort and public supplier of electricity, as well as NEK's
transformation from a loss-making operation historically to a
contributor of 14%-20% of BEH's EBITDA. Despite robust ongoing
profitability, NEK has large legacy debt and therefore higher
leverage than BEH. In 2022-2023, we expect NEK's FFO to debt to be
6%-8%, compared with more than 20% for BEH. Our rating on NEK
therefore includes two notches uplift for parental support above
our 'b' assessment of NEK's credit quality and is capped one notch
below our 'bb' assessment of BEH's group credit profile.

"The stable outlook reflects our view that our rating on NEK will
continue to depend on BEH's credit quality, due to the strong ties
between the subsidiary and the parent and a two-notch differential
between the rating and our assessment of NEK's stand-alone credit
profile at 'b'.

"We expect BEH's performance to remain profitable as regulation and
liberalized markets mature. We anticipate that the group's FFO to
debt will not fall materially below 20%, debt to EBITDA will not
increase materially above 4x, capex and financial policy will be
prudent (with no new large debt-financed projects), and liquidity
will remain adequate.

"In addition, we expect that NEK's stand-alone performance will
remain robust, thanks to resilient EBITDA, ongoing tariff deficits
being covered by the Security of Electricity Supply Fund, positive
FOCF, and manageable liquidity, with most debt being to the parent
and the government. After record-high 2021 metrics, we expect NEK's
FFO to debt to stabilize at 6%-8%."

Downside scenario

S&P said, "We would likely lower the rating on NEK if BEH's credit
quality deteriorates below 'bb', which could happen if the group's
FFO to debt falls and stays materially below 20%, and debt to
EBITDA increases and stays materially above 4x, or if the group's
liquidity is stretched. In turn, this could stem from large
debt-financed capex at the group level that is not offset with
government or EU support. We could also lower the rating if NEK's
liquidity pressures increase significantly, which is unlikely in
the near term, given recent improvements in the performance of NEK
and its parent, supported by regulatory changes and refinancing."

Upside scenario

S&P said, "Given the recent upgrade and metrics improvement being
already captured in our base case, ratings upside is currently
remote. In the longer term, we could consider a positive rating
action if NEK's stand-alone credit profile improved to 'bb'. We
believe such a significant improvement would likely take time and
could stem from the combination of NEK strengthening its business
profile and reducing debt, such as through resolution of historical
tariff deficits or conversion of loans from the parent and
government into equity. Rating upside could be supported by the
group's credit profile improving to 'bb+', reflecting a sovereign
upgrade, greater stability of the group's profitability, and
deleveraging at the group level."

ESG credit indicators: E-2 S-2 G-4

S&P has changed its governance credit indicator to G-4 from G-5
because the company and the group have accumulated a track record
of improving risk management, culture, oversight.




===========
C Y P R U S
===========

BANK OF CYPRUS: Moody's Hikes Deposit Ratings to Ba3
----------------------------------------------------
Moody's Investors Service has upgraded Bank of Cyprus Public
Company Limited's (Bank of Cyprus) long-term bank deposits to Ba3
from B1, its senior unsecured and subordinated ratings to B3 from
Caa1, its long-term Counterparty Risk Ratings (CRRs) to Ba2 from
Ba3, its long-term Counterparty Risk Assessment (CRAs) to Ba2(cr)
from Ba3(cr) and its Baseline Credit Assessment (BCA) and Adjusted
BCA to b2 from b3. The outlook on the bank's long-term deposit and
senior unsecured ratings is positive.

RATINGS RATIONALE

The upgrade of Bank of Cyprus' ratings and assessments reflects
significant ongoing improvement in the bank's asset quality
following its agreement to sell a portfolio of nonperforming loans
(in a transaction termed Helix 3) with a gross book value of €568
million, as well as real estate properties with a book value of
around €120 million. Moody's believes there is a very high
probability that Helix 3 will be concluded in the first half of
2022, which will reduce Bank of Cyprus' stock of nonperforming
exposures (NPEs) to a pro-forma 8.6% as of September 2021, from
13.3% excluding the transaction. According to the bank, it expects
to reduce the NPE ratio to below 5% in the medium-term.

Upon completion of the transaction, Bank of Cyprus' capital will
also strengthen. The bank expects Helix 3 to increase its CET1
ratio to 15.3%, from 14.7% as of September 2021. Bank of Cyprus'
solid capital, post the transaction, provide it with an opportunity
to further reduce NPEs and bear the cost of implementing its
transformation and cost-reduction plans.

The NPE sale significantly reduces solvency risks for Bank of
Cyprus, with the bank's pro-forma NPEs net of total loan loss
provisions dropping to 3.6% of gross loans as of September 2021.

Bank of Cyprus is predominantly retail deposit funded and with
strong liquidity buffers. Its funding and liquidity profile has
gradually strengthened since the banking crisis, with the
improvement further accelerated by the bank's recent balance sheet
derisking efforts. The bank's liquid banking assets were 39% of
total banking assets as of September 2021, the group liquidity
coverage ratio was 294% and the net stable funding ratio was 148%.

Bank of Cyprus' Ba3 deposit ratings continue to be placed two
notches above its BCA, driven by the protection that the rating
agency expects will be afforded to depositors from its upcoming
MREL (minimum requirement for own funds and eligible liabilities)
eligible debt issuances in the coming years. Bank of Cyprus' senior
unsecured debt rating of B3 are placed one notch below its BCA, in
line with the bank's Tier 2 capital notes rating of B3, as Moody's
anticipates that senior unsecured debt will still suffer high
loss-given-failure over the next couple of years, given limited
planned issuance of Junior Senior Unsecured and Subordinated debt
(including holding company senior debt) protecting this debt
class.

RATINGS OUTLOOK

The positive outlook on the bank's long-term deposit ratings and
senior unsecured ratings reflects Moody's expectations that the
bank will continue to improve its solvency profile, by further
reducing NPEs and its foreclosed real estate assets, while
gradually strengthening its profitability.

The positive outlook also reflects Moody's view that the impact of
the coronavirus pandemic on the Cypriot economy is unlikely to
leave any lasting damage, and that operating conditions for Cypriot
banks will continue to improve as the economy, and the important
tourism sector, rebound further from the pandemic.

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

Bank of Cyprus' ratings could be upgraded if it manages to further
improve its asset quality, and stock of real estate property, and
strengthens its profitability while maintaining solid capital
metrics, and if Moody's concludes that the operating environment
for Cypriot banks has improved. The bank's ratings may also be
upgraded following the buildup of larger loss-absorption buffers
following Moody's expectations of changes to the bank's liability
structure or if the rating agency concludes that a lower portion of
the bank's liabilities are at a risk of loss in a resolution.

The positive outlook on Bank of Cyprus' ratings may be changed to
stable if the rating agency expects the bank to experience a
weakening in its capital and overall solvency profile, possibly as
a consequence of a prolonged economic disruption because of the
pandemic.

LIST OF AFFECTED RATINGS

Issuer: Bank of Cyprus Holdings Public Ltd Company

Upgrades:

Senior Unsecured Medium-Term Note Program, Upgraded to (P)B3 from
(P)Caa1

Subordinate Medium-Term Note Program, Upgraded to (P)B3 from
(P)Caa1

Subordinate Regular Bond/Debenture, Upgraded to B3 from Caa1

Outlook Action:

No Outlook

Issuer: Bank of Cyprus Public Company Limited

Upgrades:

Adjusted Baseline Credit Assessment, Upgraded to b2 from b3

Baseline Credit Assessment, Upgraded to b2 from b3

Long-term Counterparty Risk Assessment, Upgraded to Ba2(cr) from
Ba3(cr)

Long-term Counterparty Risk Ratings, Upgraded to Ba2 from Ba3

Senior Unsecured Medium-Term Note Program, Upgraded to (P)B3 from
(P)Caa1

Junior Senior Unsecured Medium-Term Note Program, Upgraded to (P)B3
from (P)Caa1

Subordinate Regular Bond/Debenture, Upgraded to B3 from Caa1

Senior Unsecured Regular Bond/Debenture, Upgraded to B3 from Caa1,
Outlook Remains Positive

Long-term Bank Deposit Ratings, Upgraded to Ba3 from B1, Outlook
Remains Positive

Affirmations:

Short-term Counterparty Risk Assessment, Affirmed NP(cr)

Short-term Counterparty Risk Ratings, Affirmed NP

Short-term Bank Deposit Ratings, Affirmed NP

Outlook Action:

Outlook, Remains Positive



===========
F R A N C E
===========

SIACI SAINT: S&P Rauses Long-Term Issuer Credit Rating to 'B'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
DIOT-SIACI TopCo and its finance subsidiary DIOT-SIACI BidCo. S&P
also assigned its 'B' issue rating and '3' recovery rating to the
group's EUR850 million senior secured term loan, indicating its
expectation of meaningful recovery (50%-70%; rounded estimate 55%)
in the event of a default.

At the same time, S&P raised its long-term ratings on Siaci Saint
Honore and Sisaho International to 'B' from 'CCC+' since we now
consider them to be core subsidiaries of DIOT-SIACI TopCo.

DIOT-SIACI TopCo is an intermediate holding company incorporated by
Groupe Burrus Courtage (GBC) together with Siaci Saint Honore's and
GBC's management and employees, OTPP, and other minority investors,
to acquire Siaci Saint Honore from Charterhouse and merge it with
GBC.

DIOT-SIACI TopCo's wholly owned subsidiary DIOT-SIACI BidCo issued
a EUR850 million term loan facility maturing in 2028 to refinance
existing debt at both companies and finance transaction costs. The
capital structure also includes a 6.5-year EUR150 million revolving
credit facility.

The rating action follows the acquisition of Siaci Saint Honore by
Christian Burrus, head of Groupe Burrus Courtage (GBC), as majority
shareholder, together with Siaci and GBC's management and
employees, OTPP, and other minority financial investors. To finance
the transaction, which closed in November 2021, DIOT-SIACI BidCo, a
new intermediate holding company, issued a EUR850 million senior
secured term loan B. The investors also made a significant equity
contribution, including taking the form of preference shares, which
S&P treats as equity and exclude from its leverage and coverage
calculations.

S&P said, "In our view, the merger strengthens the combined group's
business risk profile. We expect the combined group will generate
about EUR620 million of net sales in 2021 and become the leading
corporate insurance broker in France, and No. 7 globally, within a
very fragmented market. The combination of Siaci with GBC will
strengthen the group's market positions in core business segments,
such as health and protection and pensions and savings (HP/PS), and
property and casualty (P&C), and in niche markets such as regulated
professionals or international medical protection. The merger will
enhance the group's product portfolio, with a complementary product
offering from both companies, which will enable it to better serve
large multinational blue-chip customers. We expect the group's
profitability will benefit from GBC's somewhat higher stand-alone
margins, thanks to its positioning in higher-margin segments such
as credit and specialties, as well as from expected synergies
between the two groups. However, with an average adjusted EBITDA
margin of 22% projected in the next three years, the group's
profitability will remain weaker than that of its direct peers,
whose adjusted margins tend to exceed 25%. In addition, the
combined group will remain a small player concentrated in France
(about 73% of combined revenue) compared with large global
insurance brokers such as Aon Plc, Marsh & McLennan Cos, and Willis
Tower Watson PLC, who benefit from a well-established global
presence through a global distribution network and extensive
technical resources.

"The group's financial risk profile is highly leveraged following
the transaction. We anticipate that the acquisition of Siaci by new
shareholders and its merger with GBC will result in adjusted
leverage of about 7.6x at year-end 2021. Our adjusted debt estimate
of about EUR1.1 billion includes the EUR850 million term loan B,
EUR11 million of non-refinanced debt, EUR59 million of
acquisition-related liabilities, about EUR157 million of lease
liabilities, and about EUR30 million of pension commitments. We do
not deduct cash due to our view of the group's financial sponsor
ownership. We factor into our EBITDA calculation a significant
amount of nonrecurring expenses, as well as integration and
restructuring costs. Moreover, we forecast that expected synergies
will largely take effect from 2022-2023 only, resulting in our
forecast pro forma adjusted EBITDA figure of about EUR143 million
in 2021 for the combined group.

"We view the group's financial policy as influenced by financial
sponsors' significant investment in the group.Following completion
of the transaction, GBC, headed by Christian Burrus, together with
the management of the newly formed group, now holds the majority of
the share capital and voting rights (53.4%). Financial investors
have acquired the remaining 46.6% stake, led by OTPP (29.3%). Other
minority investors include BPI France (9.5%), Cathay Capital (5%),
Ardian, and Mubadala. In our view, although we expect that Mr.
Burrus and management will lead most the group's strategy and
execution, the influence and control of financial sponsors remain
material, since they own 46.6% of the group's share capital and
have veto rights regarding strategic decisions such as the annual
budget or material mergers and acquisitions, with a potential
significant impact on the group's cash flow generation.
Furthermore, our adjusted leverage estimate of 7.7x at closing of
the transaction reflects tolerance for high leverage, similar to
that of other financial-sponsor-owned companies. In addition, the
group's acquisitive growth strategy might reduce its ability to
deleverage quickly.

"The stable outlook reflects our view that the newly created
DIOT-SIACI group will face no material integration issues following
the merger and will deleverage, aided by increasing EBITDA
generation and positive FOCF in the next 12 months, based on
supportive operating conditions in its insurance brokerage
markets.

"We could lower the rating if DIOT-SIACI underperforms our
forecasts, which could happen if the group cannot implement
synergies and faces higher-than-expected integration and
restructuring costs, or if it experiences a significant drop in
EBITDA margins due to increased competition or adverse regulatory
developments. This would result in higher leverage and negative
FOCF on a sustained basis. Additionally, if the group adopted a
more aggressive financial policy than we expect, including material
debt-financed acquisitions, or cash returns to shareholders, we
could also lower the rating.

"We could consider an upgrade if DIOT-SIACI improved its S&P Global
Ratings-adjusted debt to EBITDA to less than 5x, in line with a
stronger financial risk profile. A positive rating action would
also depend on the shareholders' commitment to demonstrating a
prudent financial policy and maintaining credit metrics at this
level."




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

INVESCO EURO VII: Moody's Assigns (P)B3 Rating to Class F Debt
--------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Invesco Euro
CLO VII DAC (the "Issuer"):

EUR248,000,000 Class A Senior Secured Floating Rate Notes due 2035,
Assigned (P)Aaa (sf)

EUR21,000,000 Class B-1 Senior Secured Floating Rate Notes due
2035, Assigned (P)Aa2 (sf)

EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2035,
Assigned (P)Aa2 (sf)

EUR28,000,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2035, Assigned (P)A2 (sf)

EUR29,000,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2035, Assigned (P)Baa3 (sf)

EUR20,000,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2035, Assigned (P)Ba3 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2035, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 80% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the six-month ramp-up period in compliance with the
portfolio guidelines. The effective date determination requirements
of this transaction are weaker than those for other European CLOs
because (i) full par value is given to defaulted obligations when
assessing if the transaction has reached the expected target par
amount and (ii) satisfaction of the Caa concentration limit is not
required as of the effective date. Moody's believes that the
proposed treatment of defaulted obligations can introduce
additional credit risk to noteholders since the potential par loss
stemming from recoveries being lower than a defaulted obligation's
par amount will not be taken into account. Moody's also believes
that the absence of any requirement to satisfy the Caa
concentration limit as of the effective date could give rise to a
more barbelled portfolio rating distribution. However, Moody's
concedes that satisfaction of (i) the other concentration limits,
(ii) each of the par coverage test and (iii) each of the collateral
quality test can mitigate such barbelling risk. As a result of
introducing relatively weaker effective date determination
requirements, the CLO notes' outstanding ratings could be
negatively affected around the effective date, despite satisfaction
of the transaction's effective date determination requirements.

Invesco CLO Equity Fund IV L.P. ("Invesco") will manage the CLO. It
will direct the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
four and 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.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR 34,450,000 Subordinated Notes due 2035 which
are not rated.

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

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: EUR 400,000,000

Diversity Score: 42

Weighted Average Rating Factor (WARF): 2980

Weighted Average Spread (WAS): 3.80%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 43.25%

Weighted Average Life (WAL): 9.00 years

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints and eligibility criteria, exposures
to countries with LCC of A1 or below cannot exceed 10%, with
exposures to countries with LCC of Baa1 to Baa3 further limited to
2.5% and with exposures of LCC below Baa3 not greater than 0%.

PREMIER PERICLASE: High Court Appoints Interim Examiner
-------------------------------------------------------
Tim Healy at Independent.ie reports that the High Court has
appointed an interim examiner to a Co Louth-based company which
makes magnesium-based products for a variety of industries
worldwide, including steel, chemical and glass making.

According to Independent.ie, Premier Periclase Ltd, which employs
94 people, sought the protection of the court due to difficulties
caused by the rise in gas and energy prices which have doubled
between 2020 and 2021.

The court heard the company, which has a registered address at
Boyne Road, Drogheda, owes Bord Gais EUR2.5 million and electricity
supplier Energia EUR900,000, Independent.ie discloses.

The company, which requires a large amount of gas to function, says
Bord Gais has threatened to cut off its supply in a matter of weeks
unless it makes a substantial payment, which the company says it is
unable to make, Independent.ie relates.

On Dec. 16, Mr. Justice Brian O'Moore appointed insolvency
practitioner Neil Hughes of Baker Tilly as interim examiner to the
company, Independent.ie recounts.

The judge noted that while the company has financial difficulties,
an independent accountant's report by Cormac Mohan of Fitzwilliam
Corporate Insolvency stated the company had a reasonable prospect
of survival if certain steps are taken, according to
Independent.ie.

These include the appointment of an examiner who would negotiate
with and help formulate an agreement with the company's creditors,
which if approved by the High Court, would allow it to continue as
a going concern, Independent.ie notes.

The firm also needs refinancing, Mr. Mohan, as cited by
Independent.ie, said in his report.

The company, represented by Ross Gorman BL, said that as things
stand, his client was either currently insolvent or about to become
insolvent on a cash-flow basis, Independent.ie relays.

It had been successful for many years but the rise in gas and
electricity prices caused by factors including tensions on the
Ukraine-Russia border and the fallout from the Covid-19 pandemic
had damaged its business, Independent.ie states.

According to Independent.ie, counsel said that as things stand, it
is unable to trade its way out of its difficulties and needs to
restructure its business and its debts.

He said Bord Gais had sought a EUR2 million letter of credit from
it which it is not able to provide, Independent.ie notes.

Bord Gais said it would cease to supply it with gas in the next two
weeks unless it receives a substantial payment, according to
Independent.ie.

The company said it cannot make this payment without jeopardizing
its future vitality, Independent.ie relays.

According to Independent.ie, counsel said the situation was now
critical, and it urgently needed the appointment of an examiner to
assist it with its dealings with creditors including Bord Gais.

Counsel said the interim examiner's expertise was required to help
the company in what will be a tough and complicated series of
negotiations, including with three trade unions representing the
company's employees, Independent.ie notes.

After appointing Mr. Hughes as interim examiner, the judge
adjourned the matter to early January, Independent.ie discloses.


PROVIDUS CLO VI: Moody's Rates EUR11.6MM Class F Notes 'B3'
-----------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Providus CLO VI
Designated Activity Company (the "Issuer"):

EUR244,700,000 Class A Senior Secured Floating Rate Notes due 2034,
Definitive Rating Assigned Aaa (sf)

EUR26,000,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

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

EUR27,800,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2034, Definitive Rating Assigned A2 (sf)

EUR26,900,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2034, Definitive Rating Assigned Baa3 (sf)

EUR21,000,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2034, Definitive Rating Assigned Ba3 (sf)

EUR11,600,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2034, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 80% ramped up as of the closing date
and to comprise of predominantly corporate loans to obligors
domiciled in Western Europe. The remainder of the portfolio will be
acquired during the six month ramp-up period in compliance with the
portfolio guidelines.

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

In addition to the seven classes of notes rated by Moody's, the
Issuer has issued EUR 33,600,000 of Subordinated Notes which are
not rated.

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

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: EUR 400,000,000

Diversity Score(*): 57

Weighted Average Rating Factor (WARF): 3096

Weighted Average Spread (WAS): 3.69%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 43.00%

Weighted Average Life (WAL): 8.5 years

(*) The covenanted base case diversity score is 58, however Moody's
has assumed a diversity score of 57 as according to the transaction
documentation the diversity score will be rounded up to the nearest
whole number whereas the methodology states that it is rounded down
to an integer.

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints and eligibility criteria, exposures
to countries with LCC of A1 to A3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below A3.

RRE 5 LOAN: Moody's Rates EUR25MM Class D-R Notes 'Ba3'
-------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to the re-issued notes issued by RRE 5
Loan Management DAC (the "Issuer"):

EUR330,000,000 Class A-1-R Senior Secured Floating Rate Notes due
2037, Assigned Aaa (sf)

EUR25,025,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2037, Assigned Ba3 (sf)

RATINGS RATIONALE

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

The Issuer issued the notes in connection with the re-issuance of
the following classes of notes (the "Original Notes"): the Class
A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C
Notes and the Class D Notes, due 2033 previously issued on October
22, 2020.

On the Original Closing Date, the Issuer also issued EUR 36,400,000
of Subordinated Notes, which will remain outstanding.

In addition to the EUR 330,000,000 Class A-1-R Senior Secured
Floating Rate Notes due 2037 and the EUR 25,025,000 Class D-R
Senior Secured Deferrable Floating Rate Notes due 2037 rated by
Moody's, the Issuer has issued the EUR 46,750,000 Class A-2-R
Senior Secured Floating Rate Notes due 2037, the EUR 60,500,000
Class B-R Senior Secured Deferrable Floating Rate Notes due 2037,
the EUR 35,750,000 Class C-R Senior Secured Deferrable Floating
Rate Notes due 2037 and EUR 14,700,000 of additional Subordinated
Notes due 2120 on the refinancing date which are not rated. The
terms and conditions of the subordinated notes will be amended in
accordance with the refinancing notes' conditions.

As part of this reset, the Issuer has increased the target par
amount by EUR 150,000,000 to EUR 550,000,000, extended the
reinvestment period by one and half years to 4.6 years and the
weighted average life to 9 years. It has also amended certain
concentration limits, definitions and minor features. In addition,
the Issuer has amended the base matrix and modifiers that Moody's
will take 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 will be at least 95% ramped as of the closing date and
comprises predominantly corporate loans to obligors domiciled in
Western Europe. The transaction does not include an effective date
mechanism. The mitigant to this is that the underlying portfolio is
expected to be fully ramped at closing. Before issuing definitive
ratings on the notes, Moody's has received detailed portfolio data
from the Collateral Administrator and has considered these in the
analysis when assigning ratings.

Redding Ridge Asset Management (UK) LLP ("Redding Ridge") will
manage the CLO. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's 4.6 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.

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.

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: EUR 550,000,000.00

Defaulted Asset: EUR 0.00

Diversity Score(*): 44

Weighted Average Rating Factor (WARF): 3300

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 3.00%

Weighted Average Recovery Rate (WARR): 45.5%

Weighted Average Life (WAL)(**): 9.33 years

(*) The covenanted base case diversity score is 45, however Moody's
have assumed a diversity score of 44 as according to the
transaction documentation the diversity score will be rounded up to
the nearest whole number whereas the methodology states that it is
rounded down to an integer.

(**) The covenant WAL on Issue Date is 9 years, however Moody's
have assumed a longer WAL to reflect the long first period of 7
months between the Issue Date and First Payment Date.

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints and eligibility criteria, exposures
to countries with LCC of A1 to A3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below A3.



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

KOBE SPV: Moody's Hikes EUR10.5MM Class B Notes Rating From Ba2
---------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the Class B
Notes issued by Kobe SPV S.r.l. The rating action reflects better
than expected collateral performance and increased levels of credit
enhancement for the affected notes.

Moody's affirmed the rating of the Class A Notes that had
sufficient credit enhancement to maintain their current rating.

EUR260M Class A Notes, Affirmed Aa3 (sf); previously on Nov 30,
2018 Assigned Aa3 (sf)

EUR10.5M Class B Notes, Upgraded to Baa3 (sf); previously on Nov
30, 2018 Assigned Ba2 (sf)

Maximum achievable rating is Aa3 (sf) for structured finance
transactions in Italy, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The rating action is prompted by a decreased key collateral
assumption, namely the portfolio Expected Loss (EL) assumption, due
to better than expected collateral performance and an increase in
credit enhancement for the affected tranches.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its default
probability and recovery rate assumptions for the portfolio
reflecting the collateral performance to date.

The portfolio backing Kobe SPV S.r.l. is performing well since
closing with 90 days plus arrears currently standing at 0.38% of
the current pool balance and no defaults recorded.

Moody's decreased the expected loss assumption to 1.85% as a
percentage of original pool balance from 2.75%.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has maintained the MILAN CE assumption
at 13.0%.

Increase in Available Credit Enhancement

Sequential amortization led to the increase in the credit
enhancement available in this transaction. Furthermore, the excess
spread is used to pay down the Class A Notes, and once Class A
Notes are fully repaid, to pay down the Class B Notes.

The credit enhancement for the Class B Notes increased to 24.98%
from 13.09% since closing.

In the yield modelling for this transaction Moody's has considered
that the transaction structure does not include a hedging mechanism
to cure any potential interest rate mismatch between the portfolio
and the notes. In addition the yield and amortisation profile can
change significantly because of the flexibility of renegotiations.

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

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

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (i) performance of the underlying collateral that
is better than Moody's expected; (ii) an increase in available
credit enhancement; (iii) improvements in the credit quality of the
transaction counterparties; and (iv) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (i) an increase in sovereign risk; (ii)
performance of the underlying collateral that is worse than Moody's
expected; (iii) deterioration in the notes' available credit
enhancement; and (iv) deterioration in the credit quality of the
transaction counterparties.

MARCOLIN: S&P Alters Outlook to Stable, Affirms 'B-' ICR
--------------------------------------------------------
S&P Global Ratings revised its outlook on Italy-based eyewear
manufacturer Marcolin to stable from negative and affirmed its 'B-'
issuer credit and issue ratings on the company and its EUR350
million senior secured notes due 2026.

Marcolin's solid operating performance in 2021 accelerated
deleveraging.

S&P said, "According to our estimate, Marcolin's S&P Global
Ratings-adjusted debt to EBITDA will reduce to the 8.5x-9.0x range
in 2021, compared with our previous estimate of about 11x. We
believe the company will continue its deleveraging trend from 2022,
supported by EBITDA improvement, translating into leverage firmly
below 8x. Our adjusted debt calculation, in line with our
methodology, does not net the material amount of cash held on
balance sheet (including expected proceeds from divestiture) due to
Marcolin's private equity ownership. The company should be able to
generate positive FOCF (after lease payments) at about EUR40
million-EUR50 million in 2021 and at about EUR20 million from 2022,
following a normalization of working capital.

"Despite expected normalization of revenue growth rates, we
estimate the group will recover its sales to pre-pandemic levels
from 2022. In the nine months to Sept. 30, 2021, Marcolin posted
EUR338.6 million sales--solid 43% revenue growth on a reported
basis versus the same period last year, supported by recovered
demand of eyewear globally especially in the first half of the year
after the material decline in 2020 due to COVID-19 related
restrictions. The core regions, Europe and the Americas (46% and
44% of total sales respectively at the end of September 2021) led
the growth with 38% and 53% increases, respectively, compared with
the same period last year. Since we expect some normalization of
growth rates in the final quarter of the year, we assume full-year
2021 revenue of about EUR440 million-EUR455 million (30%-35%
year-on-year growth) which remains below the pre-pandemic level. We
believe that the solid demand for core brands such as Tom Ford and
Guess (about 60% of sales combined as of today according to our
estimates) as well as contribution from new licenses including Max
Mara and Adidas will support revenue growth of 10%-15% in 2022,
taking sales to about EUR490 million - EUR500 million, which is
above 2019 sales."

Marcolin's cost saving initiatives support profitability expansion
for full-year 2021. The company achieved satisfactory reported
EBITDA of about EUR36 million in the nine months to Sept. 30, 2021,
translating into an EBITDA margin of 10.6% as reported by the
company. This is thanks to successful execution of cost reduction
initiatives, including the full-year impact of revised terms and
conditions with licensor partners (mainly royalties and marketing
costs), a deep revision of the group's organization structure with
a structural reduction of staff costs. S&P said, "We see some
uncertainties on the evolution of profitability next year due to
challenging market conditions regarding high raw material prices
(primarily metal and plastics) and ongoing supply chain disruption.
That said, we believe the company will contain the negative impact
on profitability through increased sales prices, supported by
Marcolin's luxury brand portfolio accounting for half of its sales,
the launch of new collections with a higher average sales price and
improved mix thanks to solid demand for high-margin products such
as the Tom Ford brand."

Marcolin's disposal of its stake in Thelios will provide financial
resources to finance growth opportunities or to accelerate
deleveraging.On Dec. 10, Marcolin announced it had reached an
agreement for LVMH to purchase the 49% stake held by Marcolin in
Thelios. Thelios is the JV created in 2017 between Marcolin (49%
stake) and LVMH (51%) to favor the latter's access to the eyewear
business. As part of the agreement, Marcolin will repurchase the
10% stake LVMH owns in Marcolin acquired in 2017 when Thelios was
founded for a total consideration of EUR22 million at that time.
The net proceeds of the transaction amount to EUR128 million, which
will strengthen Marcolin's capital structure. On top of these
proceeds, Marcolin will receive roughly EUR14 million-EUR15 million
from the settlement of the shareholder loan Marcolin granted to
Thelios. This represents a considerable return on the investments,
considering Marcolin's investments in the JV in the range of EUR35
million-EUR40 million over 2017-2021 (excluding the shareholder
loan granted to Thelios). S&P said, "There are no disclosures
regarding allocation of the proceeds, but we believe Marcolin could
use them to finance its growth strategy or to reduce debt. We do
not believe the company will pay extraordinary dividends to
shareholders or prepay the EUR25 million shareholder loan received
from its main owner PAI Partner."

S&P said, "We anticipate the announced disposal will not affect
Marcolin's operating performance. Thelios was not fully
consolidated in Marcolin's results, given the 49% stake. Therefore,
the disposal will not have any impact on Marcolin's revenue and
EBITDA. At the same time, Thelios never distributed dividends to
Marcolin and we have never included them in our previous forecasts.
The JV generated positive results starting from this year, thanks
to the contribution of Dior brand which joined the JV's brand
portfolio in January 2021. We also highlight that Marcolin's
current license brand portfolio includes Emilio Pucci, one of
LVMH's brands, which is not a major contributor to Marcolin's
operating performance.

"The stable outlook reflects our view that Marcolin should be able
to maintain leverage comfortably below 8x starting in 2022, from
8.5x-9.0x expected at year-end 2021. This will be achieved thanks
to profitable revenue growth from core licenses including Tom Ford
and ongoing contribution of new licenses. At the same time, we
expect Marcolin to maintain S&P Global Ratings-adjusted funds from
operations (FFO) cash interest coverage comfortably at 2.0x-2.5x
from 2021 and generate recurring positive FOCF every year.

"We could lower the rating on Marcolin if we were to observe a
material deviation from the deleveraging trajectory, leading us to
deem the capital structure as unsustainable. In addition, a
negative rating action could be taken if we were to anticipate
liquidity pressures. This could happen if the group failed to
manage the current inflationary environment and disruptions in the
supply chain, translating into meaningful deterioration of
profitability and market share.

"We could take a positive rating action if we were to observe S&P
Global Ratings-adjusted debt to EBITDA approaching 6x while
generating recurring positive FOCF. This could happen in the case
of a marked improvement of operating performance supported by
ongoing demand in core U.S. and European markets and positive
results from the turnaround of the Asian operations. This scenario
could also materialize if Marcolin repaid debt using the proceeds
it is to receive from the sale of Thelios."


MOONEY GROUP: Moody's Alters Outlook on B2 CFR to Negative
----------------------------------------------------------
Moody's Investors Service has affirmed Mooney Group S.p.A.'s
(Mooney or the company) B2 corporate family rating (CFR) and B2-PD
probability of default rating (PDR). Concurrently, the rating
agency has also affirmed the B2 rating on the company's EUR530
million senior secured notes due 2026. The outlook on all ratings
has been changed to negative from stable.

"The change in outlook to negative reflects the company's
weaker-than-expected financial performance over 2020 and 2021,
characterized by limited revenue growth, lower-than-expected EBITDA
and negative cumulative free cash flow (FCF), which has resulted in
a weaker overall financial profile than when Mooney's ratings were
first assigned in December 2019", said Fabrizio Marchesi, Vice
President and Moody's lead analyst for the company. "Although
Moody's expects the company will improve its financial metrics to
levels that are consistent with a B2 CFR over the next 12-18
months, Moody's considers that significant execution risks exist,
given the company's past underperformance", added Mr. Marchesi.

RATINGS RATIONALE

Mooney's gross revenue and Moody's-adjusted EBITDA, which amounted
to EUR344 million and EUR79 million, respectively, in the LTM
period to 30 September 2021, have remained broadly flat since 2019.
The company's Moody's-adjusted FCF over the last seven quarters was
negative EUR31 million, which is well below Moody's previous
expectations, and in combination with cash required to meet
significant working capital needs, has resulted in the company's
revolving credit facility (RCF) being drawn by EUR70 million.
Moody's-adjusted leverage, which stood at 8.0x as at Sep-21, has
remained consistently outside the 6.0x leverage threshold, which
Moody's considers is consistent with a B2 CFR.

Although Moody's expects improved revenue growth following the
coronavirus slowdown will lead to an increase in Moody's-adjusted
EBITDA towards EUR82 million in 2021 and €97 million in 2022,
Moody's-adjusted leverage as of December 2022 is likely to remain
high at around 6.5x. In addition, any improvement in financial
performance is subject to execution risk. This includes the need
for management to significantly reduce exceptional costs, which
have averaged EUR23 million per year over 2019-2021, in order to
improve Mooney's FCF / debt towards the mid-single digit range by
December 2022.

The B2 CFR also reflects (1) Mooney's relatively small size and
lack of geographic diversification outside of Italy; (2) the risk
that customers will move away from the proximity channel over the
medium-term, although any impact is likely to be gradual and partly
offset by market share gains, from other market participants such
as the Italian post office and Italian banks (which are reducing
their physical network), as well as growth in Mooney's pre-paid
card and digital businesses; and (3) the risk of technological
changes, regulatory changes or governmental initiatives that
encourage bank transfers or other forms of online payment.

Concurrently, the CFR also reflects the company's (1) leading
market position in the Italian proximity payment sector with a
network of approximately 46,000 point of sales; (2) growth
prospects in the prepaid cards and digital payments markets,
supported by the low penetration of cashless transactions in Italy;
as well as (3) the rating agency's expectation that
Moody's-adjusted leverage will improve towards 6.5x over the next
12-18 months and that Moody's-adjusted FCF / debt will turn
positive and rise above 5% from 2022 onwards.

Governance was a key rating driver in line with Moody's ESG
framework. Mooney is majority-owned by Schumann Investments S.A.,
which owns 70% of the company's share capital, with remainder held
by Intesa Sanpaolo S.p.A. (Baa1 stable). Schumann is owned by funds
advised by private equity group CVC Capital Partners. As is often
the case in highly levered, private-equity-sponsored deals, Moody's
consider that Mooney's shareholders will have a higher tolerance
for leverage/risk, and that governance will be comparatively less
transparent, when compared to publicly traded companies.

LIQUIDITY

Mooney's liquidity is adequate. It consists of mainly EUR49 million
cash on balance as of 30 September 2021 and EUR22 million available
under the EUR92.5 million super-senior revolving credit facility
(RCF). There is no financial covenant attached to the RCF. The
company's working capital position, which is structurally negative,
exhibits significant variability on a weekly basis, driven by the
timing of cash collections and payments, with working capital
swings of up to €50 million, which is the reason for which the
company retains the material cash on balance.

STRUCTURAL CONSIDERATIONS

The capital structure comprises EUR530 million senior secured notes
due 2026 and a EUR92.5 million super-senior RCF due 2026. Both debt
instruments are secured by a weak security package, which mainly
includes a pledge on shares and intercompany receivables. The
super-senior RCF will rank ahead of the notes in an enforcement
scenario under the provisions of the intercreditor agreement. The
senior secured notes are rated B2, in line with the CFR, reflecting
the size of the super-senior RCF.

RATING OUTLOOK

The negative outlook reflects Mooney's weak financial metrics,
including Moody's-adjusted leverage of 8.0x as of 30 September 2021
and negative Moody's-adjusted FCF over the seven quarters since
January 2020 on a cumulative basis, as well as the execution risks
related to improving these metrics to levels that are consistent
with a B2 CFR over the next 12-18 months.

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

A rating upgrade is unlikely over the next 12-18 months. However,
the outlook could be changed to stable if it becomes clear that
Moody's-adjusted leverage will improve to below 6.0x, and
Moody's-adjusted FCF / debt will rise towards mid-single digits,
both on a sustainable basis; and liquidity remains adequate.

Over time, the rating could be upgraded if the company were to
establish a solid track record of consistent growth in revenue and
Moody's-adjusted EBITDA so that Moody's-adjusted debt/EBITDA
improves to 4.5x on a sustained basis and Moody's-adjusted FCF
rises to above 5%, with the company maintaining adequate
liquidity.

Negative pressure on the rating could develop if it becomes clear
that Mooney will not be able to reduce its Moody's-adjusted
leverage to below 6.0x on a sustainable basis; Moody's-adjusted FCF
remains weak; or liquidity weakens or is no longer adequate.

COMPANY PROFILE

Created through the combination of the Sisal Group S.p.A's payments
business and Banca 5's payments business, Mooney is a key player in
the Italian proximity payments industry. The company generated
gross revenue of EUR344 million and company-adjusted EBITDA of
EUR93 million in the LTM 30 September 2021 period.v

SANAC SPA: January 25 Deadline Set for Expressions of Interest
--------------------------------------------------------------
Avv. Corrado Carrubba, Dott. Piero Gnudi, Prof. Enrico Laghi, the
Official Receivers of SANAC S.p.A., a company admitted to the
extraordinary administration procedure pursuant to Article 3,
paragraph 3 of Decree Law 347/2003 converted with amendments into
Law 39/2004, engaged in the extraction, production and marketing of
raw materials and refractory materials, invite submissions of
expressions of interest for the purchase of the businesses owned by
the company.

Expressions of interest must be received no later than 6:00 p.m.
(CET) of January 25, 2022, in a sealed envelope bearing the wording
"Expression of Interest - Project Stone 2021" on the outer
envelope, and details of the sender, at the office Of Notary Mario
De Angelis, in Via Magna Grecia, n. 13 - 00183 Roma.

As for requirements of eligible parties allowed to express
interest, content of the expressions of interest, description of
the procedures for requesting information and clarifications as
well as further provisions, reference should be made to the full
text of the call for expressions of interest published on the
websites www.gruppoilvainas.it and www.sanac.com


ZONCOLAN BIDCO: Fitch Assigns 'B' LT IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has assigned Zoncolan Bidco S.p.A. a final Long-Term
Issuer Default Rating (IDR) of 'B' with a Stable Outlook. Fitch has
also assigned the senior secured notes (SSN) issued by Zoncolan an
instrument rating of 'B+ ' with a Recovery Rating of 'RR3'.

Zoncolan is an entity incorporated by funds managed by Partners
Group and entities controlled by founder and CEO Luca Spada to
acquire the Italian fixed wireless access (FWA) broadband operator
Eolo S.p.A. (Eolo).

The rating actions follow the full implementation of Zoncolan's
financial structure and the closing of the acquisition of Eolo.
Changes to the economics of the transaction versus Fitch's previous
rating case include minor differences in the sources and uses for
the acquisition and the interest rate for the SSNs. The impact of
the modifications is not material and does not change Fitch's
previous rating assessment. Eolo's trading as at September 2021 was
in line with Fitch's forecasts.

The ratings of Eolo reflect its niche position in the wider Italian
broadband market, its high leverage, albeit moderate for its
rating, and its delayed free cash flow (FCF) conversion prospects.
The Stable Outlook indicates Fitch's expectations that Eolo will be
able to exploit the opportunity to expand its FWA services to rural
and suburban areas in Italy. This expansion opportunity is
supported by the lagging development of fibre networks outside
urban centres, and by limitations of fibre deployment in non-urban
areas, given Italy's geographical characteristics.

KEY RATING DRIVERS

FCF Negative through FY24: Fitch expects Eolo's free cash flow
(FCF) to turn positive in the financial year ending March 2025
(FY25) when investments required for the licence extension and for
the optimisation and expansion of the network decrease. High capex,
exceeding 40% of revenue yearly, will drive FCF into negative
territory for the next three financial years. Fitch expects
Fitch-calculated EBITDA margin, adjusted for the application of
IFRS16, to average around 45% over the next five years. A low tax
charge and mild-to-neutral cash outflow from working capital will
feed into high cash flow from operations (CFO) margins averaging
around 38% for FY22-FY24.

Significant Capex Plan: Eolo's capex mainly relates to customer
premise equipment (CPE) and base transceiver stations (BTS).
Investments involve maintaining the current customer base, the
acquisition of new clients, and wider technological optimization.
Fitch believes that CPE expenditure is linked to customer-base
growth, and is fairly predictable. By contrast, BTS investments
offer lower predictability, and are, potentially, subject to
increases to keep pace with targeted customer expansion. Overall
Fitch expects Eolo to invest over EUR330 million over the next
three years. This figure includes estimated spending to cover the
extension to 2029 of the right-of-use of frequencies.

Mildly Leveraged LBO: Eolo's leverage is high, but moderate for the
rating. Fitch expects funds from operations (FFO) gross leverage at
around 4.0x for FY22, before easing to levels compatible with a
'B+' rating for the sector. Fitch believes the mild leverage
balances its delayed FCF generation, and stabilizes its
financial-risk profile at around the 'B' rating. However, delayed
customer growth or hikes in capex can affect liquidity, increasing
leverage. Under this scenario, additional drawdowns under Eolo's
revolving credit facility (RCF) may become necessary to preserve
cash and fund the investment plan, including the FY23 spectrum
extension payment.

Slow Fibre Deployment in Italy: The deployment of ultra-broadband
solutions in Italy is slow. While urban areas are covered by
technologies such as FTTH (fiber-to-the-home) or FTTC
(fiber-to-the-cabinet), suburban and rural areas are poorly covered
by fiber. The expansion of Open Fiber S.p.A.'s local access network
in those areas is proceeding with delays. Additionally,
geographical conditions in Italy outside urban areas can lead to
variability in the effectiveness of fiber coverage and connection
speeds. This will leave room for FWA operators to be competitive
even in those rural areas that may be covered by fiber.

Benign Operating Environment for FWA: Fitch sees a strong case for
FWA technology to expand in areas not covered by fiber or where the
FTTC connection is structurally sub-optimal. The retention of users
will be possible even on completion of fiber deployment in the
country, as fiber efficiency is expected to be poor. Eolo and
Linkem are the key FWA providers in the country. While Linkem
mainly covers urban and suburban districts, Eolo is focused on
suburban and rural areas, with limited overlap. However, Fitch
believes that, to exploit the technological time gap, timely
upfront investments to build an attractive customer offering are
key for FWA operators such as Eolo.

Technological Risk: The FWA technology provides wireless broadband
using a hybrid system of fiber and wireless signals. Despite the
presence of captive demand, Fitch sees some technology risk. In
particular, the roll-out of FWA may be affected by several
installation challenges, both due to geography and to the bandwidth
adopted. This may make Eolo's offer uneconomical or lead to higher
prices for customers. Against this backdrop, the deployment of
fiber, though sub-optimal, alternative technologies such as
satellite broadband, and the deployment of the 5G mobile network
may challenge Eolo's business proposition.

Roll-out-Driven Financial Policy: Eolo was created from a
management buyout of an Italian division of BT Group. It is
currently controlled by Luca Spada and is exposed to key person
risk. After the acquisition by Partners Group, Mr. Spada will keep
a minority stake and serve as CEO. Fitch expects the new owners to
maintain conservative leverage. They will focus on customer
expansion to increase their equity value at the exit of the
investment. For this reason, Fitch believes in the centrality of
capex in the group's finances, with the aim of expanding Eolo's FWA
network in target areas.

DERIVATION SUMMARY

Eolo holds a strong position in the FWA technology niche of the
Italian broadband market. Its business model enables the company to
grow in customer and geographical coverage in suburban and rural
areas of Italy, seizing the opportunity provided by the slow and
structurally sub-optimal roll-out of fiber. In this niche Eolo
mainly competes with Linkem, but limited overlap exists between the
two networks. Eolo's ratings are based on an expanding business
model, high leverage, albeit limited for the 'B' rating category,
and large capex requirements.

Eolo is highly comparable with the LBO and high-yield public and
privately rated issuers covered by Fitch in the telecommunications
sector. Eolo's operating profile compares well with that of Crystal
Almond Intermediary Holdings Limited (Wind Hellas, B/RWE) by size,
negative FCF generation and CFO less capex/total debt. While Eolo's
EBITDA margins are much higher, allowing for higher capex in
network expansion, upgrades and subscriber growth, Wind Hellas
benefits from less exposure to technological risk and from a
stronger market position as the third-largest operator in the Greek
telecommunications market. Eolo's market share is weak in the
Italian fixed broadband market but is protected by the company's
niche as the largest FWA provider in Italian rural areas, where
competition is very limited.

Fitch sees possible comparisons with infrastructural and
utility-like businesses such as Techem Verwaltungsgesellschaft 675
mbH (Techem, B/Negative), which has similar EBITDA margins to Eolo,
network expansion plans and a customer-driven capex model. Techem
is bigger, however, faces lower competition pressures and operates
in a more favorable legislative environment, resulting in a higher
debt capacity.

Eolo's leverage is lower than that of other 'B' rated telecom peers
like Wind Hellas, PLT VII Finance S.a.r.l.'s (Bite, B/Stable) and
Silknet JSC (B/Stable), and even 'B+' rated peers such as Eircom
Holdings (Ireland) Limited (Eircom, B+/Positive) and Melita Bidco
(B+/Stable). However, Eolo's ratings are constrained by negative
FCF through FY24 and medium-to-long term technological and
competitive risks affecting FWA providers in Italy.

KEY ASSUMPTIONS

-- Revenue growth of around 12% in 2022, before decreasing to 8%
    in 2025;

-- Gross subscribers growing at an average rate of about 10% per
    year for FY22-FY24, with stable average revenue per user and
    decreasing churn;

-- Limited cash tax payments, due to a large losses carried
    forward up to 2026;

-- Capex at 47% of revenue in FY22 and 52% in FY23, before
    decreasing to 34% by FY25.

Key Recovery Assumptions

Our recovery analysis assumes that Eolo would be considered a going
concern (GC) in bankruptcy, and that it would be reorganized rather
than liquidated. This is based on the inherent value of its
customer portfolio of broadband clients in suburban and rural areas
in Italy. Fitch has assumed a 10% administrative claim.

Fitch assesses a GC EBITDA at around EUR80 million. Fitch's
distress scenario assumes slower customer growth, stagnation in
pricing and higher capex requirements to sustain the customer base.
This will lead to contracting margins and higher cash needs to fund
capex, causing increases in leverage, also through drawdowns of the
RCF. At the GC EBITDA, Fitch expects Eolo to be FCF-negative.
However, the company may be able to achieve positive FCF after
scaling back capex requirements, following a cut in unprofitable
areas from its FWA coverage.

Fitch uses a 5.0x multiple, at the middle of Fitch's distressed
multiples range for high-yield and leveraged- finance credits.
Fitch's choice of multiple is justified by the potential
attractiveness of the business for sector incumbents, balanced by
the lack of FCF generation in the medium term.

Eolo's EUR125 million RCF is assumed to be fully drawn on default.
The RCF ranks super senior and ahead of SSNs. Fitch's waterfall
analysis generates a ranked recovery for the SSN noteholders in the
'RR3' category, leading to a 'B+' instrument rating. This results
in a waterfall-generated recovery computation output percentage of
61%.

RATING SENSITIVITIES

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

-- A successful roll-out of FWA network leading to broadband
    leadership in target niches with customer expansion and
    control on pricing;

-- Evidence of improvements in cash flow generation feeding into
    sustainably positive FCF margins;

-- FFO gross leverage sustainably below 4.0x and (CFO
    capex)/total debt higher than 4%.

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

-- Disruptions in FWA expansion due to faster-than-expected and
    more efficient roll-out of fibre networks in rural and
    suburban areas in Italy;

-- Evidence of delays in achieving FCF break-even, caused by
    slower customer growth or higher capex requirements;

-- FFO gross leverage higher than 5.0x, caused by a reduction in
    margins and by increases in gross debt in the absence of
    liquidity to fund investments.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Eolo's cash position at closing of the
acquisition is expected at around EUR40 million, which provides a
partial buffer for expected capex for FY22-FY24. Additionally, the
company has an RCF committed for EUR125 million, currently undrawn.
Under Fitch's rating case Fitch expects drawdowns under the RCF in
FY23 and FY24, totaling around EUR30 million, to sustain the cash
buffer, albeit tightened by its infrastructural investment plan.

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.



===================
K A Z A K H S T A N
===================

BANK RBK: Moody's Alters Ratings Outlook to Positive
----------------------------------------------------
Moody's Investors Service has affirmed Bank RBK JSC (Bank RBK)'s B2
long-term local and foreign currency deposit ratings and changed
the outlook on these ratings to positive from stable. Concurrently,
Moody's affirmed the bank's b3 Baseline Credit Assessment (BCA) and
Adjusted BCA, the bank's B1/Not Prime long-term and short-term
local and foreign currency Counterparty Risk Ratings and the
B1(cr)/Not Prime(cr) long-term and short-term Counterparty Risk
Assessments. The overall outlook was also changed to positive from
stable.

RATINGS RATIONALE

The rating action recognizes the decreasing uncertainties over the
bank's asset risk, following the sharp contraction of problem loans
in the second half of this year along with a limited formation of
new problem assets since the restart of the bank's lending activity
under the new owner and the management team.

According to the most recent information provided by the bank's
management, the share of problem loans (defined as Stage 3 and POCI
loans, according to IFRS 9 accounting standard) in the bank's gross
loan book decreased to around 12.0% in October 2021 from 22.5% as
of 30 June 2021. While the coverage of the remaining problem loans
by loan loss reserves yet remains modest at below 50%, the risk for
the bank's solvency stemming from the previously high uncertainty
surrounding the future performance of legacy problem assets was
substantially reduced: the share of problem loans relative to the
sum of the bank's tangible common equity and loan loss reserves
fell to around 53% in October 2021 from around 94% as of 30 June
2021. In addition, the good level of collateral on the remaining
legacy problem loans and the track record of successful problem
loan work-outs are now also considered to be additional mitigants.

The rating action also takes into account the bank's large buffer
of liquid assets and the track record of positive performance over
the last two years. Following the bank's failure in 2018, the bank
returned to profitable operations in late 2019, having reported a
return on average assets at above 1% in 2020 and is expected to
maintain similar performance in 2021 and beyond. Meanwhile,
liquidity buffer (cash and government bonds) was strong and
exceeded 40% of the bank's total assets as of 30 September 2021.

While recognizing the ongoing reduction in problem loans and good
liquidity, Moody's views the bank's current rapid loan book growth
as a key driver for a potential improvement of the currently modest
operating performance but also as a source of uncertainty over the
future asset performance and capital levels, especially when
looking in combination with the recently generous dividend payouts.
Therefore, a maintenance of good asset performance with a similar
leverage ratio would be a prerequisite for a potential rating
upgrade.

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

Bank RBK's long-term ratings could be upgraded if the bank
continues further enhancing its solvency by reducing problem loans,
improving its profitability and decreasing concentrations in the
loan book.

The outlook on the bank's ratings could be reverted back to stable
or the bank's deposit ratings could be downgraded in case of a
sudden impairment of its assets and\or deterioration in
profitability metrics, leading to capital erosion.

LIST OF AFFECTED RATINGS

Issuer: Bank RBK JSC

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed b3

Baseline Credit Assessment, Affirmed b3

  Long-term Counterparty Risk Assessment, Affirmed B1(cr)

  Short-term Counterparty Risk Assessment, Affirmed NP(cr)

  Long-term Counterparty Risk Ratings, Affirmed B1

  Short-term Counterparty Risk Ratings, Affirmed NP

  Long-term Bank Deposit Ratings, Affirmed B2, Outlook Changed to
  Positive From Stable

  Short-term Bank Deposit Ratings, Affirmed NP

Outlook Action:

  Outlook, Changed To Positive From Stable

FORTEBANK JSC: Moody's Hikes Long-Term Deposit Ratings to Ba2
-------------------------------------------------------------
Moody's Investors Service upgraded to b1 from b2 ForteBank JSC
(Forte)'s Baseline Credit Assessment (BCA) and Adjusted BCA, to Ba2
from Ba3 the long-term deposit ratings, to Ba1 from Ba2 long-term
Counterparty Risk Ratings and to Ba1(cr) from Ba2(cr) long-term
Counterparty Risk Assessment. Concurrently, Moody's affirmed the
bank's Not Prime short-term Deposit and Counterparty Risk Ratings
and Not Prime(cr) short-term Counterparty Risk Assessment. The
overall outlook remains stable.

RATINGS RATIONALE

The rating action recognizes substantially decreased uncertainties
over the bank's asset risk, following the sharp contraction in
problem loans since the beginning of this year. The rating action
also recognizes improvement in the bank's core profitability,
largely driven by lower needs for provisioning charges, and Forte's
maturing business profile.

According to the most recent information provided by the bank's
management, the share of problem loans (defined as Stage 3 and POCI
loans, according to IFRS 9 accounting standard) in the bank's gross
loan book decreased to 16.1% as of 30 September 2021 from 25.8% as
of 31 December 2020. While the coverage of the remaining problem
loans by loan loss reserves yet remains modest at around 44%, the
risks stemming from the previously high uncertainty surrounding the
performance of problem assets is substantially reduced: the share
of problem loans relative to the sum of the bank's tangible common
equity and loan loss reserves fell to around 43% as of 30 September
2021 from 66% as of 31 December 2020. In addition, a consistent
track record of successful recoveries of problem assets along with
the bank's very strong capital buffer (Moody's-adjusted ratio of
Tangible Common Equity to Risk-Weighted Assets stood at 19.0% as of
30 September 2021) are now also considered to be strong mitigants.

The rating upgrade also recognizes the bank's consistently
improving and currently strong profitability, that is expected to
be maintained throughout 2022-23. Excluding the one-off gain of KZT
18 billion recorded in 2020, Forte's pre-tax profits increased by
almost 60% in the first nine months of 2021. As result, the bank's
return on average assets (annualized) stood at around 2.8% in the
first nine months of this year, which fully offset pressure
stemming from Forte's currently generous dividend policy.

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

Forte's long-term ratings could be upgraded if the bank continues
maintaining its currently strong solvency and liquidity metrics,
while reducing problem loans and strengthening is competitive
position by successfully developing and monetizing its investments
in e-commerce and IT platforms. A substantially improved
granularity of its currently concentrated deposit base could also
warrant a rating upgrade.

The ratings could be downgraded if the bank's profitability were to
materially weaken or currently strong capital adequacy metrics were
to weaken, as a result of generous dividend policy and/or rapid
asset growth.

LIST OF AFFECTED RATINGS

Issuer: ForteBank JSC

Upgrades:

Adjusted Baseline Credit Assessment, Upgraded to b1 from b2

Baseline Credit Assessment, Upgraded to b1 from b2

Long-term Counterparty Risk Assessment, Upgraded to Ba1(cr) from
Ba2(cr)

Long-term Counterparty Risk Ratings, Upgraded to Ba1 from Ba2

Long-term Bank Deposit Ratings, Upgraded to Ba2 from Ba3, Outlook
Remains Stable

Affirmations:

Short-term Counterparty Risk Assessment, Affirmed NP(cr)

Short-term Counterparty Risk Rating, Affirmed NP

Short-term Bank Deposit Rating, Affirmed NP

Outlook Action:

Outlook, Remains Stable

NOMAD INSURANCE: S&P Raises ICR to 'BB' on Higher Capital Buffers
-----------------------------------------------------------------
S&P Global Ratings raised its insurer financial strength and
long-term issuer credit ratings and its national scale rating on
Nomad Insurance Co. (Nomad) to 'BB' from 'BB-'. The outlook is
stable. At the same time, the Kazakhstan national scale rating was
raised to 'kzAA-' from 'kzA'.

S&P said, "The upgrade reflects our view of Nomad Insurance's
significantly improved capital adequacy, which benefits from strong
operating performance. This, in our view, supports further business
growth and sufficiently cushions against potential adverse
operating conditions or unexpectedly large claims.

"Our view of Nomad's capital position balances its relatively
modest absolute capital size in an international context (about $30
million as of Dec. 1, 2021), although this is sufficient given
Nomad's business volume and stable operating performance. We expect
the company's capital adequacy will further improve over 2022,
partly retaining its future earnings while paying dividend payments
of below 50% of profits. We positively view that Nomad's
shareholders are committed to the company's future business growth.
Nomad moderated its dividend policy to about 40% in 2020, which we
view as positive and expect to continue."

With a 8% market share based on gross premium written (GPW), Nomad
was the third-largest player in the Kazakhstan property/casualty
(P/C) insurance sector in the first 10 months of 2021. It benefits
from a solid and long-standing market position, a well-known brand
name, and a well-established distribution network. Rapid GPW growth
of close to 41% in the first 10 months of 2021 compared with the
same period of 2020 did not compromise Nomad's profitability, which
has been positive over the past three years. The company reported
positive underwriting performance, with a net combined (loss and
expense) ratio of 76% for the first 10 months of 2021, which is
stronger than its five-year average and versus local peers. In
addition, Nomad reported high net profits of Kazakhstani tenge
(KZT) 6.2 billion in the first 10 months of 2021 relative to its
five-year average, benefiting from stronger technical performance
and investment returns. S&P said, "In our base-case scenario, we
estimate the insurer will report a net P/C combined ratio below 85%
in 2021-2022, which is better than the market average, on the back
of high premium growth, good risk selection, and further
cost-optimization measures. In 2021-2022, we expect a return on
equity of above 40% and annual net profit of at least about KZT6.5
billion."

S&P said, "In addition, we note that management is focused on a
prudent asset policy that aims to invest in assets with an average
credit quality of no less than 'BB'. We see that as of November 1,
2021, nearly 50% of invested assets are 'BBB-' and higher. This has
improved liquidity and enabled the gradual de-risking of its
investment portfolio over the past two years, with a shift toward
higher-quality instruments.

"The stable outlook reflects our expectation that Nomad will
maintain its well-established market position in the Kazakhstan P/C
insurance market in the next 12 months while maintaining solid
profitability metrics compared with peers. At the same time, we
believe Nomad will at least sustain its capital adequacy, thanks to
its retained earnings and moderate dividend policy."

S&P may raise the rating in the next 12 months if:

-- Nomad further sustainably strengthens its capital adequacy on
the back of its solid competitive standing and profitability; or

-- The company firmly improves the credit quality of the assets it
invests in to the 'BBB' category.

S&P said, "We could lower the rating in the next 12 months if Nomad
increases its exposure to lower-quality instruments ('B' rated
investments). We could also downgrade Nomad if its capital position
weakens due to worse-than-expected operating performance,
investment losses, or considerably higher dividend payouts than we
currently anticipate."

ESG Credit Indicators: E-2 S-2 G-3




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

MATADOR BIDCO: S&P Alters Outlook to Stable, Affirms 'BB-' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative on
Matador Bidco S.a.r.l., formed by private-equity sponsor Carlyle.
At the same time, S&P affirmed its 'BB-' long-term issuer credit
rating on Matador, its 'BB-' issue rating on the company's term
loan B, and the '4' recovery rating on the loan.

S&P siad, "The stable outlook reflects our expectation that Matador
will maintain adequate liquidity and receive a steady distribution
stream from CEPSA in the coming years, as well as maintain some
headroom under the maximum debt to EBITDA threshold of 4x, which we
see commensurate with the current rating.

"Total dividends in 2021 are higher than our expectations and
result in leverage commensurate with the ratings.In December 2021,
Matador received its $135 million dividends in relation to its
38.5% stake in Spanish oil company Compañia Española de
Petróleos S.A.U. (CEPSA). This took Matador's total dividends for
the year to $600 million, well above the minimum amount of EUR350
million stipulated by the shareholders agreement. This follows the
increase in hydrocarbon prices over the course of 2021 and improved
market conditions compared with 2020. Matador's debt to EBITDA will
decrease to about 3x at end-2021, which is well below the threshold
of 4x commensurate with the rating. This has led us to revise the
outlook to stable from negative, reflecting the headroom on the
rating and some certainty that this level will be sustainable in
the next couple of years.

"We think Matador's key credit metrics will remain consistent with
the rating in 2022-2023, based on CEPSA's resilient results and
improved market conditions.We assume dividends will be relatively
steady in 2022-2023 and we see potential for dividends to increase
above EUR500 million if CEPSA's robust performance continues. That
should lead to Matador's debt to EBITDA falling well below 3x,
which would build headroom under the rating, since we view 4x as
the maximum level under normal conditions. We note positively that
cash generation will be strong in 2021 at CEPSA, with EBITDA of
close to EUR2 billion, up from EUR1 billion in 2020. In the first
nine months of 2021, CEPSA posted EBITDA of EUR1.4 billion, up
about 50% year on year, while its free operating cash flow returned
to positive territory of about EUR750 million, versus negative
EUR129 million in the same period in 2020. These increases were
mainly from higher crude oil price improving the upstream division,
and the chemicals segment's commercial excellence efforts and
strong growth from solid demand.

"Our rating on Matador continues to reflect supportive corporate
governance and financial policy, the private ownership structure,
and partial control over dividends. We assess the company's
corporate governance and financial policy as positive. Carlyle, via
Matador, shares control of CEPSA with Abu Dhabi's Mubadala
Investment Co. Matador holds 38.5% of CEPSA. It has some influence
on most key decisions, including those related to yearly dividends.
Any changes to financial and dividend policies require approval of
both shareholders, although Carlyle has only minority
representation on CEPSA's board. In that context, we think Matador
will have more control over dividends than peers in other similarly
structured transactions. An annual CEPSA dividend of about EUR120
million is sufficient for Matador to cover its annual liquidity
needs.

"The stable outlook reflects our expectation that Matador will
maintain adequate liquidity and receive a steady distribution
stream from CEPSA in the coming years, and maintain some headroom
on the rating.

"With a dividend of about EUR500 million, Matador's debt to EBITDA
will be close to 3x in 2021, and we assume this ratio will not
deteriorate materially in 2022, if at all.

"We could lower the rating if CEPSA's dividend distribution rate
decreased to a level that kept Matador's interest coverage ratio
below 3x. We could also lower the rating if Matador's debt to
EBITDA rose to about 5x over a prolonged period without prospects
of reducing to at least 4x."

An upgrade is unlikely in the next few years absent an improvement
in CEPSA's stand-alone credit profile. This would be possible if
CEPSA made further material additions to the scale and
diversification of its business, along with stronger-than-expected
market conditions and funds from operations to debt sustainably
above 50%.




=========
M A L T A
=========

ENEMALTA: S&P Downgrades ICR to 'B+', On CreditWatch Negative
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Maltese
electricity distribution system operator (DSO) Enemalta to 'B+'
from 'BB-' and placed it on CreditWatch with negative
implications.

S&P said, "The CreditWatch placement indicates the 50% likelihood
of a further downgrade in the next three to six months should we
have any doubt on government support, particularly given our
expectation of setbacks due to the persisting market challenges.

"We expect the difficult price environment to materially hurt
Enemalta's profitability and cash flow over 2021-2022.The company
is likely to close 2021 with poor profitability and weak credit
measures, constraining its stand-alone credit quality. The pressure
stems from heavy exposure to volatile market prices for gas and
carbon emissions and necessary sustained investments to upgrade the
network. The regulatory framework in Malta does not adequately
protect the company from the rise in commodity prices nor from
decline in consumption volumes, since Enemalta is fully exposed to
volume and price risk. Moreover, in our view, the tariff-setting
process under which Enemalta operates has historically obstructed
the timely pass-through of volatile fuel costs. The electricity
tariff is fixed since 2014, and we do not expect political
decision-makers to engage in tariff renegotiations over the medium
term. This weakens inherent profitability and potentially ushers in
operating losses and negative operating cash flow in 2021 and 2022.
We also note Enemalta's limited cash on balance sheet following the
exceptionally high cost of sales due to the Italian interconnector
incident in 2020. In this higher price environment, and with the
current sourcing mix of Enemalta, relying on gas-priced Italian
interconnector and Maltese thermal plants, we consider the business
model to be unsustainable should challenging market conditions
persist.

"We believe that the stability of Enemalta's liquidity position
over coming months will be highly dependent on financial support
from the government or additional short-term financing.The company
will generate very limited cash flow in the short term because of
exceptionally high costs in 2021, and we expect only modest
operating cash flows in the next few years. With no cash on balance
sheet, Enemalta relies solely on short-term credit lines, and it
runs its day-to-day operations on overdrafts from banks to cover
its short-term liquidity needs. Overdrafts amounted to EUR19.5
million as of Dec. 15, 2021. Enemalta's debt service obligations
include an annual EUR20 million debt repayment. Deprived cash flows
in 2021 and 2022 indicate that available short-term financing will
not be sufficient to cover debt repayments or day to day
operations. The company has credit lines with banks. These include
a EUR20 million revolving credit facility (RCF) from HSBC in
October 2019, committed until October 2024, and reviewed annually.
It also has a special EUR20 million "COVID-19 assist" loan from
Maltese Bank of Valetta, signed in May 2021 and to be repaid over
the next four years. Both lines are guaranteed by the Maltese
Government through its Bank of Development. Although the credit
lines are either uncommitted, short-term, or reviewed annually,
Enemalta has a track record of resorting to these lines to manage
liquidity shortcomings.

"Government support may relieve some liquidity pressure by
first-quarter 2022. The CreditWatch captures uncertainties
regarding short-term liquidity and the timeliness of government
support. We will monitor future government aid and assess the
implications for the company's credit risk profile. Our credit
rating analysis on Enemalta incorporates our opinion of a high
likelihood that the government of Malta would provide timely and
sufficient extraordinary support to the company in the event of
financial distress. Our rating on Enemalta therefore includes three
notches of uplift from the 'ccc+' SACP. Malta (A/Stable/A-1) has
owned 67% of Enemalta since the sale of a 33% stake to Shanghai
Electric Power in 2014. Malta's government retains the controlling
stake in the company, and it elects four of the six members on
Enemalta's board of directors. We believe that Enemalta's role is
important to the government since it is the sole operator of
Malta's power distribution grid, which was connected to Europe in
the second quarter of 2015 through a cable linking the islands to
Sicily. Enemalta's activities have strong social and reputational
significance for the country. Malta is the guarantor of all
Enemalta's pre-2014 debt and the guarantee covers some uncommitted
lines, as well as some exposure to commercial agreements
(guaranteed debt is 95 % of total debt). During the COVID-19
pandemic Enemalta received indirect support from Malta; the
government provided significant funding to businesses and
employees, thereby protecting the purchasing power of Enemalta's
customers and their ability to service their electricity bills. The
Maltese Development Bank provides loans guaranteed by the state to
businesses in Malta, which Enemalta has not yet used.

"The CreditWatch negative indicates that we could lower the ratings
over the next two to three months if Enemalta is unable to raise
liquidity or doesn't receive financial support from the government
to address upcoming maturities and operating needs. A downgrade
would also occur if government support doesn't cover Enemalta's
operating losses expected over 2021-2022 or the ongoing liquidity
needs. In such a situation, we would reconsider both our view on
the likelihood of state support and our assessment of the company's
SACP.

"We could affirm the ratings should we see sufficient government
support and an ensuing improvement in Enemalta's liquidity
position.

"We will resolve the CreditWatch within the next three to six
months, or earlier, if state support is insufficient, after talks
with management and government on the potential support it can
provide over the next two years."




===================
M O N T E N E G R O
===================

KAP: Montenegro Gov't Urges EPCG, Uniprom to Agree on Best Solution
-------------------------------------------------------------------
Radomir Ralev at SeeNews reports that Montenegro's government said
it urged state-run power utility EPCG and local company Uniprom,
owner of troubled aluminium smelter KAP, to reach an agreement on
the minimum electricity prices needed to keep the plant running.

According to SeeNews, the government said in a statement Uniprom
and EPCG should agree on the best solution for reducing production
at KAP in order to maintain the technological process and define
the minimum possible energy price until June 2022.

The government also called on the relevant institutions to probe
the privatization process at KAP, which entered bankruptcy
proceedings in 2013 and was sold to Uniprom in 2014, SeeNews
discloses.

Earlier, deputy prime minister Dritan Abazovic said the government
may go towards the takeover of primary aluminium production at KAP
if this is the only solution for keeping the smelter operational,
SeeNews notes.

Uniprom ordered workers at the smelter on Dec. 14 to begin a phased
shutdown of cells in the electrolysis plant on Dec. 15 -- a move
which will lead to a halt in the production of primary aluminium
due to an unfavourable electricity price that EPCG had proposed to
come into force at the beginning of next year, SeeNews relates.

Uniprom proposed to EPCG to take over the production of primary
aluminium at KAP free of charge for a year, starting Jan. 1 in
order to avoid the plant's closure, SeeNews recounts.  However,
EPCG responded that its majority shareholder, the government, has
the responsibility of deciding whether to accept the proposal, as
the utility company is not registered for aluminium production,
SeeNews notes.

KAP holds a share of about 20% in Montenegro's exports.


MONTENEGRO AIRLINES: Administrators Seek EUR100MM in State Aid
--------------------------------------------------------------
Radomir Ralev at SeeNews reports that Montenegro Airlines'
insolvency administrators are seeking in court the payment of
EUR100 million (US$113 million) due by the state.

According to SeeNews, the claim is based on a law envisaging the
provision of EUR143 million in state aid to Montenegro Airlines,
adopted by the previous government.  On Dec. 14, however, a debate
Parliament started a debate on whether to repeal the law, SeeNews
notes.

The insolvency administration stated in the claim that the law was
adopted on December 30, 2019, and is still in force, as the
government has so far paid only 37.1 million euro of the promised
state aid, SeeNews relays, citing daily Pobjeda.

The government established a new national air carrier named Air
Montenegro in January to replace troubled Montenegro Airlines which
will be liquidated, SeeNews recounts.

The liquidation procedure would cost about EUR50 million (US$61
million) but it is inevitable, as the country's competition
authority has ruled that the law for public investment in the flag
carrier adopted in 2019 was illegal, the government said in
December 2020, SeeNews discloses.



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

PRECISE BIDCO: Moody's Rates New EUR340MM Term Loan 'B3'
--------------------------------------------------------
Moody's Investors Service has assigned a B3 instrument rating to a
new EUR340 million guaranteed senior secured term loan B3 borrowed
by Precise Bidco B.V., a subsidiary of Precise Midco B.V. (Exact or
the company). The outlook on the rating is stable.

Proceeds from the new EUR340 million guaranteed senior secured term
loan B3, which replaces the originally envisaged EUR340 million
guaranteed senior secured term loan B2 add-on, will be used, along
with EUR47 million of cash on balance sheet, to repay the
outstanding EUR225 million second lien facility (unrated), pay a
EUR155 million dividend to shareholders, and cover transaction
costs.

RATINGS RATIONALE

The new EUR340 million guaranteed senior secured term loan B3 due
2026 is rated in line with Exact's existing EUR485 million
guaranteed senior secured term loan B1 due 2026 (EUR476 million
outstanding), EUR345 million guaranteed senior secured term loan B2
due 2026, and EUR50 million guaranteed senior secured revolving
credit facility (RCF) due 2025, reflecting their pari passu
ranking. All instruments are rated B3, at the same level as the
corporate family rating (CFR), reflecting the all-senior secured
debt structure.

Exact's B3 CFR reflects the company's limited size and geographical
concentration in the Benelux; the company's exposure to small and
medium sized enterprises (SMEs) and micro-businesses, which are
more sensitive to the impact of an economic downturn; and the risk
of additional shareholder distributions or debt-funded
acquisitions.

The impact of these factors is mitigated by Exact's solid market
position and scale in its domestic market of the Benelux; its
significant proportion of recurring revenue, which is supported by
large and fast-growing contributions from cloud and software
subscription contracts; and its track record of solid revenue and
EBITDA growth and positive free cash flow (FCF).

Governance was considered a key rating driver in line with Moody's
ESG framework. Exact is controlled by private equity firm KKR & Co.
(KKR), which holds a majority of the share capital. As is often the
case in highly levered, private-equity-sponsored deals, owners have
a high tolerance for leverage/risk and governance is comparatively
less transparent when compared to publicly-traded companies, often
with relatively limited board diversification.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Exact will (1)
maintain good momentum in revenue and EBITDA growth, without
increases in client churn rate, (2) not make any material
debt-funded acquisitions or shareholder distributions, such that
Moody's-adjusted leverage will reduce to below 7.5x, and Moody's
adjusted FCF/debt remains above 5% per annum, over the next 12 to
18 months.

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

Positive ratings pressure could develop if Exact continues to
record growth in revenue and Moody's-adjusted EBITDA, leading to a
decline in Moody's-adjusted leverage towards 6.0x, with
Moody's-adjusted FCF/debt above 5%, both on a sustained basis. Any
positive rating action would also hinge on the absence of material
debt-funded acquisitions or shareholder distributions.

Conversely, negative rating pressure could materialise if (1)
expected organic revenue and EBITDA growth does not materialize or
client churn rate increases, (2) Moody's-adjusted leverage does not
reduce towards 7.5x within 18 months, or (3) FCF generation turns
negative.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Software Industry
published in August 2018.

COMPANY PROFILE

Founded in 1984 and headquartered in Delft, the Netherlands, Exact
is an enterprise resource planning (ERP) and accounting software
provider for SMEs with up to 250 employees. The company has around
560,000 clients, which include accountancy firms (c. 10,000),
midmarket businesses (c. 16,500), small businesses (c, 510,000) and
AG&SG businesses (c. 26,000), primarily in the Netherlands and the
rest of the Benelux. In 2020, the group generated revenue of EUR327
million and company-adjusted EBITDA of €150 million, pro forma
the full-year impact of acquisitions including U4B. Exact has about
1,735 employees. The company was acquired by funds controlled and
advised by KKR in May 2019 from Apax Partners LLP.



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

BANK SAINT-PETERSBURG: Moody's Affirms Ba3 Deposit Rating
---------------------------------------------------------
Moody's Investors Service has affirmed long-term foreign currency
bank deposit rating of Bank Saint-Petersburg PJSC (Bank
Saint-Petersburg) at Ba3, the outlook on this rating remains
stable. Concurrently, Moody's affirmed Bank Saint-Petersburg's
Baseline Credit Assessment (BCA) and Adjusted BCA of ba3, the
bank's long-term local and foreign currency Counterparty Risk
Ratings (CRR) of Ba2 and its long-term Counterparty Risk Assessment
(CR Assessment) of Ba2(cr). The bank's Not Prime short-term foreign
currency bank deposit rating, Not Prime short-term local and
foreign currency CRRs and Not Prime(cr) short-term CR Assessment
were also affirmed.

RATINGS RATIONALE

AFFIRMATION OF THE BCA AND DEPOSIT RATINGS

The affirmation of Bank Saint-Petersburg's BCA and deposit ratings
reflects the bank's good recurring profitability, as well as its
solid capital and liquidity buffers, that are counterbalanced by
the relatively high level of problem loans.

As of September 30, 2021, Bank Saint-Petersburg's ratio of tangible
common equity to risk-weighted assets was 13.7%, and Moody's
forecasts it to remain stable over the next 12-18 months, as
retained earnings will be sufficient to match the risk-weighted
assets growth. Bank Saint-Petersburg's earning generation is
supported by its sustainable net interest margin and solid
fee-and-commission income. The revenue will be sufficient to absorb
credit losses which Moody's expects to hover around 1%-1.5% of the
bank's average gross loans in the next 12 to 18 months.

As of September 30, 2021, Bank Saint-Petersburg's problem loans
were 9.7% of its total gross loans, a relatively high ratio
compared to the global and local peers. The above being said, as of
the same reporting date, the coverage of problem loans by loan loss
reserves was good at 87%.

As of September 30, 2021, core customer funding accounted for 72%
of Bank Saint-Petersburg's total non-equity funding, with the
proportion of granular retail deposits at 58% of total customer
funding. Around half of all customer funds represent stable and
cheap current and settlement accounts. Bank Saint-Petersburg
maintains a robust liquidity buffer, with cash, cash equivalents,
dues from banks and unencumbered liquid securities consistently
exceeding 20% of its total assets.

RATING OUTLOOK

The stable outlook on Bank Saint-Petersburg's long-term foreign
currency deposit rating reflects Moody's view that the bank's sound
pre-provision earnings and solid capital buffer will be outweighed
by its vulnerable asset quality and the still high provisioning
charges.

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

A prerequisite for Bank Saint-Petersburg's rating upgrade would be
a sustained improvement in the bank's asset-quality metrics. Bank
Saint-Petersburg's BCA and foreign currency deposit rating could be
downgraded or the rating outlook could be changed to negative from
stable if the bank's asset quality and profitability weaken to such
an extent that credit losses start to erode its capital, although
this scenario is currently beyond Moody's base case expectations.

LIST OF AFFECTED RATINGS

Issuer: Bank Saint-Petersburg PJSC

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed ba3

Baseline Credit Assessment, Affirmed ba3

Short-term Counterparty Risk Assessment, Affirmed NP(cr)

Long-term Counterparty Risk Assessment, Affirmed Ba2(cr)

Short-term Counterparty Risk Ratings, Affirmed NP

Long-term Counterparty Risk Ratings, Affirmed Ba2

Short-term Bank Deposit Rating, Affirmed NP

Long-term Bank Deposit Rating, Affirmed Ba3, Outlook Remains
Stable

Outlook Action:

Outlook, Remains Stable

MAGNIT PJSC: S&P Upgrades ICR to 'BB+', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its long-term rating on Magnit PJSC to
'BB+' from 'BB'.

S&P's stable outlook indicates that it expects Magnit to maintain
its S&P Global Ratings-adjusted EBITDA margin at close to 11.5%;
funds from operations (FFO) to debt of over 20%; free operating
cash flow (FOCF) broadly sufficient to cover all lease and dividend
payments; two-year average debt duration; and adequate liquidity.

S&P Global Ratings raised its rating on Magnit because it has
enhanced its competitive position.

Its acquisition of Russian food retail chain Dixy for a cash
consideration of Russian ruble (RUB) 87.6 billion (approximately
US$1.1 billion) closed in July 2021. The acquisition of Dixy is
expected to add around RUB310 billion-RUB320 billion to Magnit's
top line on an annualized basis and bring it closer in size to the
market leader X5 (BB+/Stable/--). Pro forma the acquisition,
Magnit's revenue in 2020 would have been close to 20% higher, at
around RUB1.85 trillion, which S&P estimates would only lag that of
X5 by around 7%. The acquisition of Dixy has also enhanced Magnit's
geographic footprint in Moscow and St Petersburg, the most affluent
Russian cities, where Magnit previously had a limited presence.
However, Magnit operates in a single high-risk country, Russia,
where it faces fierce competition in the fragmented Russian food
retail industry and regulatory risk.

Magnit is also demonstrating robust organic expansion. Its selling
space, excluding the Dixy stores, has grown by 7.5% year-on-year
and its like-for-like sales rose by 6% in the first nine months of
2021, compared with the same period in 2020. S&P predicts revenue
of about RUB2 trillion (around US$27 billion) in 2022, and that
Magnit's share of the Russian food retail market will comfortably
exceed 10%, slightly below X5's share.

Magnit has an attractive lower-end value proposition, which appeals
to Russian households whose real income has been hit by the
pandemic. Magnit is also experimenting with different formats,
including hard discounter stores, which are proving attractive
given the inflation affecting food prices. Magnit's private label
supports its value proposition—S&P predicts that private label
sales should increase to around 25% of total sales in 2025 from
around 16% currently. In addition, Magnit is developing its
e-grocery segment, although this is still at an early stage.

Magnit's above-average profitability should support its cash flows,
but FFO generation is threatened by inflation and interest rate
hikes. S&P said, "We forecast that Magnit's EBITDA margin will
remain above average at close to 7% on an International Accounting
Standards (IAS) 17 basis and around 11.5% on International
Financial Reporting Standards (IFRS) 16 basis. This is almost flat
compared with the first nine months of 2021, despite the
consolidation of Dixy, which operates on a tighter gross margin.
The combined business' gross margins should benefit from Dixy's
access to Magnit's unified procurement system, coupled with
economies of scale. Going forward, we anticipate that, like other
Russian food retailers, Magnit's main challenge will be increasing
inflationary pressures. That said, we expect Magnit to be able to
pass through most of cost inflation to the end user."

S&P said, "In our view, interest risk will test Magnit's cash flows
because, apart from leases, Magnit's debt has a duration of around
two years. At the end of the first half of 2021, the average was
only about two years, decreasing to 21 months by the end of
September 2021. In addition, 27% of Magnit's debt (other than
leases) at the end of the first half of 2021 was exposed to
interest rate changes. Although we expect Magnit to sustain its
access to liquidity sources thanks to its long-term relationships
with Russian banks and its track record in the domestic bond
market, we are mindful that interest expenses could cut into
Magnit's FFO given that Russia's key rate is soaring. This may
prevent Magnit from sustaining adjusted FFO to debt above 20%, the
level we see as commensurate for the rating.

"Under our base case, Magnit is likely to gradually reduce its
leverage in 2022-2023, after the temporary increase associated with
the Dixy acquisition. Following the acquisition of Dixy, Magnit's
reported net debt to EBITDA for the 12 months from the end of
September 2021 increased to 3.5x from 2.7x at the end of the first
half of 2021. The September figure only included two months of Dixy
results. As Dixy's contribution to consolidated EBITDA and cash
flows increases, we forecast that Magnit's adjusted debt to EBITDA
will fall, reaching close to 3.1x at the end of 2021, and below
3.0x in 2022-2023. Magnit's improved cash flows will balance its
high growth-related capex in 2021-2022 of about 3.5% of revenue. We
consider Magnit's debt other than leases to be relatively modest at
RUB271 billion (about 38% of the total reported debt at the end of
September 2021). By the end of 2021, we estimate that Magnit's
lease liabilities will comprise around 70% of its adjusted debt.

"We expect Magnit to retain its prudent financial policy and
maintain the stability of the management team following the recent
exit of its largest shareholder, VTB Bank. In November 2021, VTB
Bank announced that it would sell its 17.28% stake in Magnit by
selling 12.36% to Marathon Group, another key shareholder, and the
rest to the market in a public equity placement. Marathon Group has
been a shareholder since 2018, when it originally acquired a 11.82%
stake. Marathon Group has increased its stake to 24.99% and, once
the antimonopoly service has approved the transaction, Marathon
Group will consolidate 29.23% of Magnit's ordinary stock.

"We understand from Magnit's management that Marathon Group is
already involved in corporate decision making via the presence on
Magnit's board of one director. Therefore, we do not anticipate
material changes to the group's strategy and financial policy
following the departure of VTB Bank. Importantly, we do not expect
any significant changes to the management team, following the
shareholder change. Previously, we viewed Magnit's management
rotation as a risk factor--frequent management changes can disrupt
the consistency of strategic initiatives and the quality of their
implementation. The current executive team has been with the group
since 2018 and has a positive record of improving the group's
operating performance. We anticipate that the strategy will remain
consistent over the medium term and the financial policy will
continue to support stable credit metrics.

"Recently, Magnit increased its interim dividends by around 20% to
reflect higher cash flows following the Dixy acquisition. Magnit's
dividend payout ratio is not linked to any earnings or cash flow
measures. That said, we understand from management that Magnit does
not plan to finance dividends from new debt. It does intend to
maintain its self-imposed leverage target of 2.0x net debt
(excluding finance lease) to EBITDA, and to retain headroom below
that target.

"The stable outlook indicates that we expect Magnit to maintain a
stronger position in the Russian food retail market and to expand
its business over the next 12-24 months, with broadly stable EBITDA
margins of around 11.5%. This should allow Magnit to sustain its
FFO to debt comfortably above 20% and its discretionary cash flow
after leases close to neutral. The stable outlook also incorporates
our view that its balanced financial policy supports such credit
metrics, that its liquidity is adequate, and that the average
duration of the group's debt portfolio will remain close to two
years."

S&P could lower the rating in the next 12-24 months if Magnit's
financial policy became more aggressive or if its operating
performance were to meaningfully deteriorate. S&P could also lower
the rating on Magnit if:

-- The group were unable to sustain its positive like-for-like
growth trend;

-- Its margins underperformed S&P's current assumptions;

-- Its FFO to debt fell to 20% or less;

-- Reported discretionary cash flow (after lease payments) turned
negative for a prolonged period; or

-- Its average debt duration fell meaningfully short of two
years.

S&P said, "This could occur if the group's profitability and cash
flows weakened based on the tough macroeconomic situation in its
domestic market, particularly if interest rates or inflation rose
beyond our base case, or if the group's strategic initiatives
proved insufficient to navigate the highly competitive trading
conditions or it faced unexpected hurdles in execution. We could
also lower the rating if Magnit's reliance on short-term financing
caused its debt portfolio duration to shorten, enhancing the
liquidity and refinancing risk.

"A further upgrade would require a longer record of adhering to a
consistent strategy and prudent financial policy, as well as
operating performance exceeding our base case. We view the headroom
under the rating as relatively limited at this stage."


NOVOROSSIYSK COMMERCIAL: S&P Withdraws 'BB+' Issuer Credit Rating
-----------------------------------------------------------------
S&P Global Ratings withdrew its 'BB+' issuer credit ratings on
Novorossiysk Commercial Sea Port PJSC at the company's request. The
outlook was stable at the time of the withdrawal.




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

[*] SPAIN: To Reform Insolvency Law to Obtain EU Recovery Funds
---------------------------------------------------------------
Belen Carreno at Reuters reports that Spain's government proposed
on Dec. 21 to reform its insolvency law to simplify bankruptcy
proceedings and meet a major condition agreed with Brussels to
obtain European Union recovery funds.

The current insolvency system has been criticized by organizations
such as the International Monetary Fund for being slow and
convoluted, often driving companies to wind up, Reuters notes.

Spanish companies have been among the most active in Europe in
applying for state-backed credit and liquidity lines during the
pandemic, Reuters states.

Since the first Spanish lockdown in March 2020, the obligation to
declare bankruptcy has been suspended and the government in
November extended the moratorium until June 2022 to avoid an
avalanche of business failures, Reuters discloses.

However, some economists fear the extension is hiding some "zombie"
companies that under normal circumstances should have been
liquidated by now, according to Reuters.

The draft proposal will now be sent to Congress as a bill, and is
expected to be added to the statute books by mid-2022, Reuters
relates.

Among new features, it proposes a pre-restructuring process to try
to tackle insolvency at an early stage, opening the door to
renegotiating debts and avoiding forced liquidation, Reuters says.

The new bill also introduces mechanisms to speed up the work of
administrators, such as bonuses for rapid resolution of cases,
Reuters notes.




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

MERSIN INTERNATIONAL: S&P Alers Outlook to Neg., Affirms 'BB–' ICR
--------------------------------------------------------------------
S&P Global Ratings revised its outlook on domestic port operator
Mersin Uluslararasi Liman Isletmeciligi A.S. (Mersin International
Port; MIP) to negative from stable and affirmed its issuer and
issue ratings on MIP at 'BB-', constrained by its 'BB-' transfer
and convertibility (T&C) assessment for Turkey.

The negative outlook mirrors the one on the sovereign, reflecting
that S&P could lower the ratings if it took a similar action on
Turkey.

The outlook revision on MIP follows a similar action on Turkey on
Dec. 10, 2021.

S&P said, "This is because our rating on MIP is limited to one
notch above the foreign currency rating on Turkey (unsolicited;
B+/Negative/B). All port operations are in Turkey, and MIP's
container volumes are strongly linked to import demand in the
industrialized cities of central and southern regions of the
country, as well as exports to Turkey's trading partner countries,
while conventional cargo remains directly exposed to agricultural
policies of the Turkish government. That said, we rate MIP one
notch above the 'B+' long-term foreign currency sovereign rating on
Turkey, owing to our analysis of the company under our sovereign
default stress test. This is because the tariffs MIP charges to its
customers are quoted in U.S. dollars, and we understand that
management keeps almost a full cash position in hard currencies
overseas. Therefore, in the hypothetical case of further lira
depreciation, we think the appreciation of the overseas cash
balance would offset the increase in operating expenses and capital
expenditure (capex). Our sovereign default stress test, among other
factors, assumes a 70% devaluation of the lira against hard
currencies, a 30% decline in the terminal's EBITDA, and more
stringent conditions on financing costs. MIP passes our stress test
because it meets our liquidity requirement--namely a
sources-to-uses ratio of 1x."

Reduced exposure to the Turkish lira supports MIP's credit quality,
even during local currency depreciation. In 2021, Turkey has
experienced a significant depreciation of its exchange rate, with
the lira losing 45% of its value vis-a-vis the U.S. dollar, under a
similar trend to the one experienced during the August 2018
currency crisis. At that time, despite the economic and political
turmoil, MIP's container export activity grew at about 10% on the
weakened domestic currency. S&P views as a positive that close to
50% of the company's revenue is directly collected in U.S. dollars,
while the remainder is received in lira and converted weekly to
hard currency. This reduces the company's exposure to lira
fluctuations and contributes to its earnings resilience. Operating
costs are instead denominated in lira and its depreciation
compensates for inflationary increases, leading to our expectation
of overall stable EBITDA margins, close to 70% on an S&P Global
Ratings-adjusted basis, from 72.4% in fiscal 2020.

S&P said, "The negative outlook primarily reflects our negative
outlook on Turkey. MIP displays stronger stand-alone credit quality
than the sovereign, but our ratings are capped by our transfer and
convertibility (T&C) assessment on Turkey of 'BB-', because all
MIP's operations are based in the country.

"In our base case, we expect the company will maintain its
relatively resilient operating and financial performance, as well
as supportive financial flexibility. Given the significant planned
capex and dividends, we forecast MIP's adjusted debt to EBITDA will
be 2.5x-3.0x, with adjusted funds from operations (FFO) to debt of
30%-35% on a three-year weighted-average basis. We consider these
ratios to be commensurate with the 'bbb-' stand-alone credit
profile (SACP).

"We would revise MIP's outlook to stable should we take a similar
action on the Turkish sovereign rating."




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

BOPARAN HOLDINGS: Moody's Alters Outlook on B3 CFR to Negative
--------------------------------------------------------------
Moody's Investors Service has affirmed Boparan Holdings Limited's
corporate family rating (CFR) of B3 and probability of default
rating (PDR) of B3-PD. Concurrently, Moody's has affirmed the B3
rating of the GBP475 million backed senior secured notes due 2025,
and assigned a B3 instrument ratings on GBP50 million backed senior
secured notes (mirror notes) due 2025 issued by Boparan Finance Plc
in November 2021. The outlook on all ratings is changed to negative
from stable.

RATINGS RATIONALE

Moody's decision to change Boparan's rating outlook to negative
reflects the risk that the company's operating performance remains
weak in the next 12-18 months leading to a deterioration in its
currently adequate liquidity profile and sustained weakness in its
key credit metrics, including leverage and interest cover.

The company's Moody's-adjusted EBITDA fell by 23% to GBP82 million
in fiscal 2021 compared to GBP107 million in fiscal 2020, pro-forma
for the Fox disposal. This reduction was driven by higher input
costs and labour shortages, which have been negatively affecting
the food production sectors this year. Moody's recognises that the
company is undertaking a number of measures to restore
profitability and cash flow generation including price increases,
efficiency savings and SKU optimisation.

As a result of the weaker operating performance the company's
Moody's-adjusted leverage, measured as adjusted debt to EBITDA,
increased to 8.7x pro-forma for the mirror notes and the new GBP10
million term loan. This compares to around 7x leverage in fiscal
2020 pro forma for the Fox disposal and refinancing. The rating
agency expects Boparan's leverage to remain elevated in fiscal 2022
at 8x-9x before improving to below 7x in fiscal 2023. The company's
EBIT margin deteriorated to 0.6% in fiscal 2021 on a
Moody's-adjusted basis compared to 1.9% in the fiscal 2020. Moody's
expects this margin to recover to around 1% in fiscal 2022 and to
2% in the following year, a still low level which reflects the
highly commoditised nature of the poultry industry.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

The poultry sector is exposed to avian flu outbreaks, campylobacter
and food scares. Historically Boparan's production was disrupted by
outbreaks of this nature which also resulted in the need for
additional investments to ensure health and safety. The coronavirus
pandemic also adds extra challenges to the business as Boparan
needs to maximise output to meet increased demand while ensuring
social distancing measures are followed and all employees are
safe.

The company's owner, Ranjit Boparan, is directly involved in
running the business and in the past has held several different
positions within the group, including CEO, President and, most
recently, a Commercial Director for the UK Poultry business.

LIQUIDITY

Boparan's liquidity is adequate, supported by GBP31 million cash on
its balance sheet as of October 2021. The company also has access
to GBP80 million super senior revolving credit facility (RCF),
which was GBP60 million drawn as of October 2021. Moody's expects
the RCF to have been repaid following the GBP50 million mirror
notes issuance and receipt of the GBP10 million super senior term
loan proceeds.

The notes are covenant-lite while the RCF benefits from a minimum
EBITDA covenant of GBP75 million which is temporary reduced to
GBP50 million until April 2022. The covenant is tested on a
quarterly basis and Moody's expects the headroom to be limited over
the next 2-3 quarters.

STRUCTURAL CONSIDERATIONS

The group's debt capital structure consists of GBP475 million of
backed senior secured notes and GBP50 million mirror notes due
November 2025 rated in line with the CFR at B3 and a GBP80 million
super senior RCF as well as the super senior term loan both due in
January 2025. All the instruments are issued on a senior pari passu
basis, secured with the floating charge on the UK poultry business
and guaranteed by operating subsidiaries accounting in aggregate
for around 90% of EBITDA as of the issuance date. However, the RCF
and the term loan benefit from a first priority on enforcement
pursuant to the intercreditor agreement, and hence are effectively
senior to all the group's other debt including the notes.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the risk that the company's credit
metrics do not improve towards levels commensurate with the current
rating in the next 12-18 months or that its liquidity could
deteriorate during that period.

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

An upgrade is unlikely in the near term given the negative outlook,
but the outlook could be stabilised if operating performance and
liquidity improve and the company's leverage is reduced below 7x.
In due course, ratings could be upgraded in the event of sustained
improvement in operating performance, leading to (1) the company's
Moody's-adjusted EBITA/ Interest improving to 1.5x; (2) its
Moody's-adjusted debt to EBITDA reducing sustainably below 6.0x;
and (3) an improved liquidity profile including positive free cash
flow generation after pension contributions.

Downward pressure could materialise if (1) any liquidity pressure
arises, including the inability to refinance its debt suitably
ahead of maturity; (2) the company's Moody's-adjusted debt to
EBITDA is sustainably above 7.0x; or (3) its Moody's-adjusted EBITA
interest coverage is sustainably below 1x.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Protein and
Agriculture published in November 2021.

PROFILE

Boparan Holdings Limited is the parent holding company of 2 Sisters
Food Group, one of UK's largest food manufacturers with operations
in poultry and ready meals among other things. The group reported
revenues of GBP2.6 billion in its fiscal 2021.

GREENSILL CAPITAL: Credit Suisse Fires Two Managers
---------------------------------------------------
Owen Walker at The Financial Times reports that Credit Suisse has
fired two managers who oversaw the US$10 billion suite of Greensill
Capital-linked funds that blew up in March, with more departures
expected.

According to the FT, Lukas Haas, a portfolio manager, and Luc
Mathys, who was head of fixed income at Credit Suisse Asset
Management, were suspended from their roles in the immediate
aftermath of the funds' suspension.

The bank commissioned an investigation into the failings that led
the funds to implode, which is close to being finalized, the FT
discloses.

Messrs. Haas and Mathys were fired by Credit Suisse following the
results of that investigation, according to people with knowledge
of the internal discussions, the FT relates.

The people said other employees who were involved in the Greensill
supply chain finance funds are expected to be let go in the coming
days, including Michel Degen, formerly head of asset management in
Switzerland, the FT notes.

"Based on the preliminary findings of the investigation which have
been shared with the regulators, CS has taken action with regards
to various individuals," the FT quotes the bank as saying in a
statement. "These actions include termination of employment and
severe monetary penalties via compensation adjustments. External
investigations are still ongoing."

The matter is being investigated by Finma, the Swiss financial
regulator, the FT states.  Zurich's cantonal public prosecutor also
launched a criminal investigation into collapse of the funds, and
ordered police to raid Credit Suisse's head offices in October, the
FT recounts.

The Credit Suisse-commissioned probe was carried out by Deloitte
and Swiss law firm Walder Wyss, according to the FT.

Credit Suisse plans to publish details of the investigation's
conclusions early in the new year, though the board has yet to
decide whether it will release the report in full or a summary of
its findings, the FT states.


GREENSILL CAPITAL: Credit Suisse Mulls Legal Action v. Softbank
---------------------------------------------------------------
Sabahatjahan Contractor and Brenna Hughes Neghaiwi at Reuters
report that Credit Suisse is seeking information through the U.S.
courts which could lead to it taking legal action in Britain
against SoftBank Group Corp to recover funds it says are owed to
its Greensill-linked supply chain finance funds, U.S. court
documents show.

Switzerland's second-largest bank has been working to recover funds
from the collapse of some US$10 billion in funds linked to
insolvent supply chain finance firm Greensill, Reuters relates.

According to Reuters, the Swiss bank has been focusing on some
US$2.3 billion in loans provided by Greensill, which imploded in
March, to three counterparties including SoftBank-backed Katerra,
for which late payments have accrued.

Katerra filed for bankruptcy in June, and had estimated liabilities
of US$1 billion to US$10 billion and assets of US$500 million to
US$1 billion, according to court filings at the time, Reuters
recounts.

In a petition filed on Dec. 23 with a U.S. federal court in San
Francisco, Credit Suisse is seeking information it said would
support a lawsuit it plans to file against SoftBank and other
affiliates in Britain over US$440 million it says are owed by
Katerra, Reuters discloses.

Credit Suisse on Dec. 23 filed a section 1782 Discovery, aiming to
obtain documents and communications exchanged between SoftBank and
Katerra, Reuters relays.  This statute allows foreign parties to
apply to U.S. courts to obtain evidence for use in proceedings,
Reuters notes.

The Swiss bank is seeking to establish what SoftBank executives,
including chair and chief executive Masayoshi Son, knew about
Katerra's restructuring plans by subpoenaing documents through the
U.S. courts, Reuters states.


IWH UK FINCO: Moody's Hikes CFR to B2; Outlook Stable
-----------------------------------------------------
Moody's Investors Service has upgraded women's health drugs
provider IWH UK Finco Limited's ('Theramex') corporate family
rating (CFR) to B2 from B3 and probability of default rating (PDR)
to B2-PD from B3-PD. The rating agency has also upgraded the
instrument ratings on the backed senior secured first lien bank
credit facilities borrowed by IWH UK Midco Limited to B2 from B3.
The outlook on all ratings remains stable.

The rating actions primarily reflect the following factors:

-- Good recovery from adverse coronavirus effects

-- Financial performance somewhat ahead of Moody's expectations

-- Prospects for higher growth than previously anticipated,
    leading to greater deleveraging potential

RATINGS RATIONALE

Following a material decline in like-for-like EBITDA in 2020, which
Moody's estimates at above 10%, financial performance at Theramex
has gradually recovered in 2021 and revenue has recently returned
to the 2019 pro forma sales level. In the year-to-date October
2021, the largest contributors to revenue growth, by order of
importance, were Systen (Menopause), the Actonel franchise
(Osteoporosis) and Ovaleap (Fertility). While the high fixed costs
hit EBITDA harder than revenue in 2020, the company benefited from
operating leverage in 2021 as well as temporary savings in selling
and marketing expense because coronavirus continued to constrain
face-to-face meetings and industry conferences for example.

The current leverage represents a material deleveraging from the
7.4x at the end of 2020. While Moody's expected its adjusted gross
debt/EBITDA for Theramex to reduce below 7.0x, it now forecasts
that it will be around 6.1x at the end of 2021 thanks to (1)
management EBITDA landing at the high end of the rating agency's
EUR80-85 million projection, mainly as a result of opex savings,
and (2) exceptional and capitalised R&D costs which Moody's
expenses in its EBITDA calculation being somewhat lower than the
€15 million previously forecast.

In 2022, Moody's forecasts that management EBITDA will increase to
a range of EUR90 million to EUR95 million. The rating agency
expects revenue growth around 10%, boosted by recent product
launches such as Livogiva, a biosimilar of Forsteo in osteoporosis,
and a further biosimilar launch in the year (ganirelix in
fertility). Investments in new direct markets, which provide
Theramex with more control over its sales at a relatively modest
incremental cost, and a catch up in sales and marketing costs could
result in modest margin erosion, however. Beyond next year, Moody's
foresees operating leverage bringing margin improvements, with
Moody's adjusted EBITDA margin well above 30% on a sustainable
basis.

2021 is the first year when Theramex will generate free cash flow
(FCF, before drug licence acquisitions) in line with its potential,
which Moody's had previously estimated at around EUR40 million per
annum. The agency forecasts that it can grow in conjunction with
EBITDA leading to 2022 FCF generation of around EUR50 million and
growing further thereafter. Drug licence acquisitions are typically
reported as part of capex but are somewhat discretionary. Even
including all capex, Moody's expects that Theramex will generate
materially positive FCF if it were to continue to execute deals
involving small upfront and milestone payments, as it has done over
the course of 2020 and 2021.

The principal risk to Theramex's performance in 2022 is reduced
revenue and EBITDA from lower volumes should the new coronavirus
variant Omicron lead to renewed delays in physician visits and
closures in fertility clinics. However, Moody's believes that risks
are not as elevated as in previous waves given better preparedness
and adaptation to pandemic conditions and the large proportion of
vaccinated people in the company's main markets.

Theramex's B2 CFR is also supported by (1) its relatively defensive
product portfolio with steady growth prospects, (2) its balanced
global geographic footprint, with diversity within its main region
(Europe), and (3) high margins and profitability, especially versus
generics players.

However, Theramex's rating is constrained by the company's (1) high
leverage of 6.1x as measured by Moody's-adjusted gross debt/EBITDA
as of 31 October 2021, albeit with solid deleveraging prospects;
(2) degree of product concentration with the three largest
representing around 45% of revenue and overall small scale in terms
of revenue and EBITDA; and (3) supply chain disruption risk and
supplier concentration with Teva.

ESG CONSIDERATIONS

The B2 CFR and stable outlook also incorporate social
considerations including risks related to product safety and
responsible production. The security of supply is also a key social
risk which constrained revenue historically.

Governance risks that Moody's considers in Theramex's credit
profile include the risk that deleveraging is derailed by the use
of debt to fund licence acquisitions and the company's access to
qualified staff and resulting costs to cope with further product
acquisitions and transitions of products from vendors.

LIQUIDITY

Theramex's liquidity profile is adequate and has improved over the
past year. It is supported by (1) EUR79 million of cash on balance
sheet at the end of October 2021 and (2) a EUR55 million undrawn
backed senior secured revolving credit facility (RCF) maturing in
2024. The RCF only has a springing maintenance covenant based on
net leverage, tested if drawn at 40% or more. The group does not
have any term debt maturities before 2025.

STRUCTURAL CONSIDERATIONS

The B2 ratings on the EUR470 million backed senior secured term
loan B and EUR55 million RCF, borrowed by IWH UK Midco Limited,
remain in line with the CFR and reflect the fact that they are the
only debt instruments in the capital structure.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that Theramex will
be able to sustain its market position and successfully launch new
products without experiencing any major supply issues. As a result,
the outlook assumes continued revenue and EBITDA growth and ensuing
gross deleveraging as well as materially positive free cash flow
generation. Finally, the outlook also incorporates Moody's
expectation that the company will not embark on any debt-funded
acquisitions or make debt-funded shareholders' distributions.

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

Upward pressure on Theramex's ratings could develop should the
company (1) continue to grow revenue and EBITDA following the
expiration of the Zoely patent, and (2) reduce its product and
supplier concentration, and (3) reduce Moody's-adjusted leverage
below 4.5x on a permanent basis, and (4) increase Moody's-adjusted
FCF/debt to well above 10% continuously. Upward ratings pressure
would also require the absence of shareholder distributions and
material debt-funded acquisitions.

Theramex's ratings could be under downward pressure if (1) revenue
and EBITDA decline organically or in case of significant supply,
operational or litigation issues or, (2) Moody's-adjusted gross
debt/EBITDA fails to reduce sustainably to well below 6.0x,
including as a result of debt-funded transactions, or, (3) FCF
generation reduces to below 5% of Moody's-adjusted debt or the
liquidity position deteriorates materially.

CORPORATE PROFILE

Headquartered in London, UK, Theramex is primarily a sales and
marketing organisation focused on women's health. The majority of
its portfolio is made up of women's health branded and generic
prescription drugs acquired from Teva by private equity firm CVC
Capital Partners in January 2018. In the 12 months ended October
2021, Theramex generated revenue of EUR259 million and EBITDA
before exceptional items of EUR87 million.

PERMANENT TSB: S&P Alters Outlook to Neg., Affirms 'BB-/B' LT ICRs
------------------------------------------------------------------
S&P Global Ratings revised to positive from negative its outlook on
Permanent TSB Group Holdings PLC and Permanent TSB PLC. S&P also
affirmed its 'BB-/B' long- and short-term issuer credit ratings on
the holding company; its 'BBB-/A-3' long- and short-term issuer
credit ratings on Permanent TSB PLC; its 'BBB/A-2' resolution
counterparty rating (RCR); and our issue ratings.

S&P said, "In our view, the portfolio acquisition could be
transformational for the PTSB group in the medium to long term. The
group entered into a binding agreement to acquire some of Ulster
Bank's retail, small and midsize enterprise (SME), and asset
finance business in Ireland, subject to approval by the relevant
authorities and shareholders. This is in line with PTSB's strategic
focus on mortgages and the expansion into SME business that it
started several years ago. If executed as anticipated, the deal
will materially increase the group's scale; its loan portfolio
would be about 50% larger than it was at the end of 2020. In
addition, PTSB's share of the Irish mortgage market will rise to
over 20%, from 15% at the end of 2020."

In the medium- to long-run, the increased scale should support the
group's revenue generation and dilute the weight of the bank's
high-cost base. That said, increased scale alone is not sufficient.
Like other Irish banks, PTSB will need to successfully implement
cost-cutting initiatives (including optimizing its branch network
and staff) to achieve lasting efficiency improvements. S&P said,
"Given the rising regulatory costs and digital transformation that
PTSB is undergoing, which still require significant investments, we
consider substantial cost reduction will be difficult to achieve in
the next two to three years. Furthermore, once the Ulster Bank deal
is completed, operational costs will rise by about EUR50 million a
year. Thus, although the group has ambitious return on equity (ROE)
targets, we anticipate that its ROE will only improve to a
still-modest 2.5%-3.0% by 2023. As a result, we consider PTSB
management's ability to deliver on cost discipline and its returns
strategy while demonstrating good business volume and a growing
top-line (beyond the one-off improvement that Ulster Bank deal
brings) to be critical to our future assessment of the group's
business position."

S&P said, "Transformational acquisitions carry inherent execution
risks and the PTSB–Ulster Bank deal is no exception. PTSB has no
direct experience with such deals. However, of the assets to be
acquired, most are Irish mortgages, which is PTSB's core market.
"We think PTSB can manage the associated execution risks. The
successful transfer of the SME and asset finance portfolio, while
demonstrating good client relationship management, will be key to
PTSB's developing franchise in these business lines. However, this
portfolio is relatively modest in size and the staff involved in
these businesses could also move to PTSB, which would mitigate the
integration risk for the SME portfolio.

"Given the current deal structure and the NPL portfolio sale
scheduled for execution in the first quarter of 2022, we anticipate
that the transaction's effect on PTSB's solid capital position will
be manageable." In particular, S&P forecasts that its risk-adjusted
capital (RAC) ratio will decline only moderately to 11.0% by
end-2023, compared with its 11.4% estimate at end-2021, supported
by:

-- An improvement of about 50 basis points (bps) in the RAC ratio
after the NPL sale closes;

-- An estimated accounting gain when the Ulster Bank transaction
closes, as the portfolio will be purchased at a discount to fair
value on the assets to be acquired; and

-- The issuance of hybrid instruments to fulfil regulatory buckets
in 2022.

S&P said, "We are also mindful that part of the deal will be
financed with equity--NatWest will end up with a 16.66% stake in
PTSB Group.

"We anticipate that PTSB Group will continue to benefit from a
cushion of bail-inable instruments large enough to protect senior
bondholders in a resolution scenario. Our additional loss-absorbing
capacity (ALAC) ratio stood at 5.25% at end-2020 (2.6% at end-2019)
and we forecast that this ratio will remain sustainably above our
4% threshold to qualify for one notch of uplift to the ratings on
the main operating bank. The buffer is likely to comprise only a
limited number of instruments. Therefore, we apply a higher
threshold to PTSB than our standard 3%.

"We anticipate that PTSB's asset quality metrics will improve
further over the course of the next year and the group will remain
committed to reducing this ratio further over the medium term. The
NPL portfolio sale that is to close by the end of the first quarter
of 2022 has a gross balance sheet value of EUR390 million. The sale
will improve PTSB's NPL ratio to about 5% of the gross loan
portfolio from the current 6.9%. Furthermore, the performing assets
acquired in the Ulster Bank deal will dilute the weight of the
remaining legacy assets, reducing the NPL ratio to well below 5% of
gross loans.

"PTSB's newly generated portfolio largely comprises residential
mortgages of robust asset quality. We have not observed any
deterioration in underwriting standards over the past two years,
despite concerns over COVID-19-related risks. The economic risk
trend for the Irish banking sector is positive, which supports
overall economic recovery and asset quality improvement in the
system.

"As the Ulster Bank deal closes, we expect current strong funding
and liquidity metrics to move closer to peers' average level. For
example, we expect the group's loan-to-deposit ratio to increase to
around 100% from 77% at mid-2021. We anticipate that customer
deposits will continue to grow but that the group will have to
issue more than EUR1 billion in wholesale debt to fund the Ulster
Bank transaction and meet its minimum required eligible liabilities
(MREL) requirements."

The positive outlook on Permanent TSB Group Holdings and Permanent
TSB PLC, the main operating entity, primarily indicates that the
group is continuing to make progress in reducing its NPLs. Combined
with the manageable capital impact associating with acquiring
Ulster Bank's portfolios, this could result in the group's
risk-adjusted capital becoming a positive rating factor over the
next 12-18 months.

The acquisition of Ulster Bank's portfolio will significantly
strengthen the group's business and could improve its
profitability. That said, returns will remain modest over the next
couple of years--ROE will only reach 2.5%-3.0% by 2023.

S&P said, "We could consider raising the rating over the next 12-18
months, on both the operating entity and the holding company, if
the group's risk profile improved as expected and the group
preserved its solid capital position.

"We could revise the outlook to stable if we foresee some
deterioration in underwriting standards or the integration poses
managerial challenges."


SILENTNIGHT: KPMG Won't Refer Any Work to Interpath Advisory
------------------------------------------------------------
Michael O'Dwyer at The Financial Times reports that KPMG will not
refer any work to its former UK restructuring business Interpath
Advisory in the latest fallout from the scandal over the sale of
bed manufacturer Silentnight to a private equity firm.

The decision is part of KPMG's attempts to repair its image after a
series of fines and investigations, the FT notes.

It has also sought to head off the threat of a ban on bidding for
UK government consulting work by temporarily withdrawing from
pitching for new public contracts, the FT revealed on Dec. 17.

KPMG sold its 550-person insolvency and restructuring unit, now
renamed Interpath Advisory, to private equity fund HIG Capital in
May for more than GBP350 million, the FT recounts.

Three months later, the Big Four firm was fined GBP13 million by an
industry tribunal over a conflict of interest in its former
restructuring business when it advised on Silentnight entering
administration in 2011, the FT relates.

KPMG's sale of Interpath allowed the restructuring business to win
work from the Big Four firm's audit clients because it removed the
potential for conflicts of interest, the FT states.

However, KPMG has now decided not to refer any work to Interpath,
even though there was no barrier to it doing so under the terms of
the sale, the FT relays, citing people familiar with the matter.

According to the FT, one of the people said Liz Claydon, head of
KPMG's UK deal advisory practice, was one of the people involved in
the decision.

Silentnight was advised from 2010 by KPMG's restructuring advisers,
the FT recounts.  Its collapse enabled HIG, the same fund that
later purchased KPMG's restructuring advisory business, to buy
Silentnight through a prepack administration, the FT discloses.

The tribunal found KPMG had dishonestly made misleading statements
to the UK pensions regulator and Pension Protection Fund, the
lifeboat for members of failed company pension plans, to help HIG
shed the burden of Silentnight's pension liabilities as cheaply as
possible, the FT states.  The liabilities are expected to be passed
to the PPF, according to the FT.

HIG later paid a GBP25 million settlement after the pensions
regulator alleged it deliberately caused the unnecessary insolvency
of Silentnight, the FT recounts.  The tribunal findings were
against KPMG not Interpath, which hired former Marks and Spencer
boss Stuart Rose as an adviser, the FT notes.



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

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


                * * * End of Transmission * * *