---

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

                          E U R O P E

          Thursday, December 30, 2021, Vol. 22, No. 255

                           Headlines



C R O A T I A

DJURO DJAKOVIC: EU Commission Okays HRK430.6MM Restructuring Aid


C Z E C H   R E P U B L I C

FRANTISKOVY ENERGIE: Declares Bankruptcy


F R A N C E

OPTIMUS BIDCO: Moody's Affirms B3 CFR, Alters Outlook to Stable


G E O R G I A

[*] Moody's Affirms Ratings on 3 Georgian Banks, Outlook Stable


I R E L A N D

ARES EUROPEAN XV: Moody's Rates Class F Notes 'B3'
BLACKROCK EUROPEAN XII: Moody's Assigns B3 Rating to Class F Notes
HARVEST CLO IX: Moody's Affirms B2 Rating on Class F-R Notes
SOUND POINT VII: Moody's Assigns B3 Rating to Class F Notes


I T A L Y

KEDRION SPA: Moody's Lowers CFR to B2, Outlook Negative
[*] ITALY: March 4 Auction Set for Business Park


N E T H E R L A N D S

AMMEGA GROUP: S&P Alters Outlook to Positive, Affirms 'B-' ICR
NAKED ENERGY: Declared Bankrupt, Gas License Revoked


R O M A N I A

EUROINS ROMANIA: Financial Regulator Imposes RON5.86-Mil. Fine


R U S S I A

FREEDOM HOLDING: S&P Affirms 'B/B' ICRs on Subs, Outlooks Stable
VSK INSURANCE: S&P Assigns 'BB' ICR, Outlook Stable


S L O V E N I A

MERKUR: Alfi PE to Acquire Retail Unit for EUR50 Million


U K R A I N E

UKREXIMBANK: Moody's Affirms B3 LT Deposit Rating


U N I T E D   K I N G D O M

DAILY MAIL: S&P Downgrades ICR to 'BB-', Outlook Stable
INK ON PAPER: Bought Out of Administration in Pre-pack Deal
NORD ANGLIA: Moody's Affirms B2 CFR & Alters Outlook to Stable

                           - - - - -


=============
C R O A T I A
=============

DJURO DJAKOVIC: EU Commission Okays HRK430.6MM Restructuring Aid
----------------------------------------------------------------
Annie Tsoneva at SeeNews reports that the European Commission said
it has approved Croatia's plans to grant mechanical engineering
company Djuro Djakovic a restructuring aid of HRK430.6 million
(US$65 million/EUR57 million).

"The measure will enable the company to finance its restructuring
plan and restore its long-term viability with the support of a
private investor, the consortium of Czech companies DD
Acquisition," SeeNews quotes the Commission as saying in a
statement on Dec. 22.

The planned restructuring aid will take the form of a
debt-to-equity swap and a guarantee on potential future commercial
claims, SeeNews discloses.  According to SeeNews, the restructuring
plan also provides that a private investor, the consortium of Czech
companies active in the same sector, DD Acquisition, will
participate in a share capital increase with cash and in-kind
contributions of approximately EUR64 million.

Following the capital increase, the new investor will become the
controlling shareholder of Djuro Djakovic and will support various
aspects of its restructuring with cash and synergies, and
contribute its experience and market knowledge, SeeNews notes.

The Commission found that the aid is necessary to ensure that Djuro
Djakovic will be viable long-term without the need of continued
public support, SeeNews relates.  This will also be ensured by the
acquisition of control of the company by a private investor with
core activities in the same industry, SeeNews states.

Earlier, it said that the commercial court in Osijek launched
bankruptcy proceedings against its unit Djuro Djakovic Industrijska
Rjesenja (Industrial Solutions) on Dec. 20, SeeNews recounts.

According to SeeNews, in a separate statement on Dec. 23, Djuro
Djakovic said that the success of the restructuring programme
depends on adoption of respective decisions by the government and
the strategic investor and any final decision about the
restructuring and the capital increase has to be taken by the
company's shareholders.

Djuro Djakovic employs 733 people and has a diversified industrial
portfolio including defence, transport, industry and energy.  The
core business of the company at present is the manufacture of
freight wagons for special purposes.




===========================
C Z E C H   R E P U B L I C
===========================

FRANTISKOVY ENERGIE: Declares Bankruptcy
----------------------------------------
Daniela Lazarova at Radio Prague International reports that another
small energy supplier, Frantiskovy energie, has declared
bankruptcy, further raising the number of clients who have had to
switch to a "supplier of last resort" with increased fees.

According to Radio Prague, Frantiskovy energie had approximately
5,000 customers who must find a new supplier within the next six
months.

Among previous bankruptcies of energy suppliers announced are
Bohemia Energy, which supplied close to a million clients, Kolibrik
energie with 28,000 clients, Ray Energy, which supplied about 3,000
clients, and Microenergy, which supplied energy to more than 760
clients.




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

OPTIMUS BIDCO: Moody's Affirms B3 CFR, Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating (CFR) and the B3-PD probability of default rating (PDR) of
Optimus BidCo SAS ("Stow" or "the company"). Concurrently Moody's
affirmed the B3 instrument ratings of the company's EUR75 million
senior secured first lien revolving credit facility (RCF) and its
EUR400 million senior secured first lien term loan B (1L TLB) and
the Caa2 rating of its EUR85 million senior secured second lien
term loan (2L TL). The outlook on the ratings has been changed to
stable from negative.

RATINGS RATIONALE

The change of the outlook to stable from negative and ratings
affirmation reflect the company's progress in 2021 in improving its
profitability despite tight steel availability on the market and a
significant increase in steel prices, one of the company's major
input cost position. Unlike some of its manufacturing peers, Stow
was able to quickly pass through this significant materials price
increase to its customers, which resulted in a very strong rebound
in its revenue in the first nine months of 2021. The rating action
also takes into account Moody's expectation of a strong increase in
sales and gradual profitability recovery during 2022 that will
support earnings and leverage reduction with Moody's-adjusted
debt/EBITDA falling below 8.0x.

As of September 30, 2021, Stow's Moody's-adjusted debt/EBITDA
decreased to around 13x, albeit still very high, from nearly 19x in
2020 driven by EBITDA expansion. During the first nine months of
2021, the company's revenue rose by 34% (or 12.5% at constant steel
prices) to almost EUR500 million from around EUR370 million and
Moody's-adjusted EBITDA expanded by 60% to almost EUR40 million
from around EUR24 million during the same period of last year. The
top line increase at constant steel prices was driven by strong
demand for industrial storage solutions across all key end markets,
where Stow operates, with a particularly high growth in demand for
warehouse automation solutions. The growth in earnings was
supported by higher margins orders, that improved the order backlog
margins by 265 basis points since the start of the year, and that
are now gradually translating into revenue. Profitability
improvement was further supported by better absorption of fixed
costs, which declined to 16.6% of sales in the first nine months of
2021 from 18.3% in the same period of last year. In 2021, Stow
completed its transformational "One Brand -- One Company" program,
which improved the company's cost structure and, as estimated by
the company, contributed around EUR7 million to EBITDA. The
completion of this program also resulted in the decrease of related
restructuring costs, that weighted on Moody's-adjusted
profitability, to around EUR3 million in the first nine months of
2021 from EUR7.5 million in the same period of 2020 (or around EU15
million on a full year basis).

Over the next 12-18 months, Moody's expects Stow's leverage to
further decrease to 7.0x-7.5x, mostly driven by an improvement in
EBITDA, which is supported by the company's strong EUR441 million
order backlog as of Q3 2021, which provides good visibility into
the top line development in 2022. For 2022, Moody's forecasts
Moody's-adjusted EBITA margin to grow to around 7% from around 5%
in the first nine months of 2021, on the back of restored
profitability in the order intake and lower amount of restructuring
expenses that weighed on Moody's-adjusted profitability and
earnings as the company's transformational program has been
recently completed. The agency's forecast assumes that demand
conditions for the company's products will remain solid, however,
order intake will level off compared to recent months.

The B3 rating continues to be constrained by the company's still
very high leverage; its significant geographical as well product
concentration in industrial storage solutions, which exposes Stow
to the cyclical end-market of warehouse and logistics sector; and
historically weak free cash flow (FCF) generation.

At the same time, Stow's credit profile is supported by its
leadership position in the European racking market; its integrated
operating facilities under one network with aligned product lines,
enabling economies of scale; the direct distribution model that
support its profitability; its ability to generally pass through
the price increases for steel; and industry supportive growth
fundamentals.

LIQUIDITY

Stow's liquidity is adequate. As of 30 September 2021, the company
had EUR48 million of cash and EUR50 million available under its
EUR75 million RCF, maturing in 2025. These liquidity sources
together with funds from operations of over EUR40 million, which
the agency expects the company to generate from Q4 2021 through the
end of 2022, will be sufficient to cover the company's cash needs
over the same period. The cash requirements are largely for working
cash of around EUR25 million (or 3% of annual sales), working
capital swings to fund future growth, repayment of short-term debt
of around EUR23 million and capital spending of slightly more than
EUR40 million (including lease principal payments). No significant
debt repayments are due until 2025, when the company's RCF and 1L
TLB mature.

Stow has to comply with one springing 1L TLB net leverage covenant,
if the RCF is drawn by more than 40%. Moody's expects the company
to be compliant with its covenant.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that over the next
12-18 months Stow will be able to translate its large order backlog
into profitable revenue by managing potential steel shortage and
passing through steel price increase to its customers, gradually
restoring its profit margins as it continues with its
price-over-volumes strategy, significantly reduce leverage,
generate modest FCF and that the company will maintain at least
adequate liquidity.

STRUCTURAL CONSIDERATIONS

Optimus BidCo SAS is the borrower of the EUR75 million senior
secured first lien RCF (rated B3), the EUR400 million senior
secured first lien 1L TLB (rated B3) and the €85 million senior
secured 2L TL (rated Caa2). The RCF and 1L TLB rank pari passu and
ahead of the 2L TL. The collateral package is limited to shares,
intercompany loans and bank accounts. Guarantors represent a
minimum of 80% of the group's EBITDA. The instrument ratings
reflect the quantum of subordinated debt and the ranking in the
debt structure.

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

The ratings could be upgraded if Stow's (1) Moody's-adjusted EBITA
margin sustainably increases above 8%, (2) Moody's-adjusted
debt/EBITDA reduces below 6.0x on a sustained basis, (3) the
company generates meaningful positive FCF and (4) maintains an
adequate liquidity profile with sufficient covenant headroom at all
times.

The ratings could be downgraded if Stow's (1) Moody's-adjusted
EBITA margin declines below 6.0% on a sustained basis, (2) FCF is
negative for a prolonged period, (3) leverage exceeds 8.0x
Moody's-adjusted debt/EBITDA on a sustained basis, (4) liquidity
weakens, including due to tightening of covenant headroom.

COMPANY PROFILE

Optimus BidCo SAS, headquartered in Paris, France, is the parent of
companies that trade under the name Stow. According to management
data, Stow is the largest manufacturer of storage systems in
Europe. The company manufactures heavy-duty shelving,
semi-automated and automated racking, medium- to light-duty
shelving and metal furniture, of which it distributes more than
half through its own channels. In the 12 months that ended
September 2021, the company generated €636 million in revenue and
around €56 million in company-adjusted EBITDA. Stow has a
production network of nine industrial sites, all in Europe. Funds
of Blackstone acquired Stow from the private equity firm Equistone
on 27 September 2018.



=============
G E O R G I A
=============

[*] Moody's Affirms Ratings on 3 Georgian Banks, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 long-term deposit and
senior unsecured debt ratings and the ba3 Baseline Credit
Assessment (BCAs) of JSC Bank of Georgia (Bank of Georgia) and JSC
TBC Bank (TBC Bank), as well as the Ba3 long term deposit ratings
and b1 BCA of Liberty Bank JSC (Liberty Bank). The rating agency
has also affirmed the Counterparty Risk Ratings (CRRs) of Ba2/NP
and Counterparty Risk Assessments of Ba2(cr)/NP(cr) of the above
mentioned banks.

The rating affirmations reflect the Georgian banks' resilience
through the economic cycle, coupled with Moody's expectation of
improved profitability compared to 2020 and sustained higher
capital levels, balanced against high asset risk relating to the
banks' foreign exchange exposures and increased reliance on market
funds.

The outlook on all ratings remains stable, driven by Moody's
expectation that the banks' performance and underlying financial
metrics will continue to be resilient and consistent with their
ratings.

RATINGS RATIONALE

-- Bank of Georgia

The affirmation of Bank of Georgia's ba3 BCA reflects the bank's
adequate capitalisation at levels above rising regulatory
requirements. The bank's reported tangible common equity to risk
weighted assets was 15.9% at end September 2021 (based on NBG's
Pillar 3 disclosures), compared to 14.2% at end 2018, while its
Core Equity Tier 1 (CET1) ratio was 12.8% at end September 2021,
already above the minimum regulatory requirement of 12.2% coming
into force in 2023.

The affirmation of the bank's BCA also reflects the bank's
resilient profitability, which even during 2020 remained positive,
with a return on tangible assets (RoA) at 1.6%, despite high level
of loan loss provisions during the first half of the year (at 1.7%
of gross loans) and lower net interest margins. During the first
nine months of 2021 the bank restored its profitability to a RoAA
of 3.2%.

These strengths are balanced against the banks extensive lending in
foreign currency, accounting for 53% of total loans and high
deposit dollarisation, accounting for 63% of total deposits,
although both have been somewhat reducing in the past 18 months,
which could weigh negatively on the bank's capital as most capital
is denominated in local currency.

The Ba2 long-term deposit and senior unsecured ratings, continue to
incorporate one notch of government support uplift. We believe
there is a high likelihood of government support for Bank of
Georgia, in case of need, because of the bank's systemic importance
and despite constraints on the government's financial flexibility
to provide support to failing institutions because of the
still-high degree of dollarisation in the economy.

For Bank of Georgia's CRR and CRA of Ba2(cr)/NP(cr) and Ba2/NP
respectively, the starting point is one notch above the bank's ba3
Adjusted BCA to which Moody's then typically adds the same notches
of government support uplift as applied to the deposit ratings. In
the case of Bank of Georgia, the CRR is however aligned with its
deposit rating, which is already in line with Georgia's government
bond rating of Ba2.

-- TBC Bank

The affirmation of TBC's ba3 BCA reflects the bank's adequate
capitalisation, with TCE/RWAs of 14.9% at end September 2021 and a
reported CET1 of 13.4% (based on NBG's Pillar 3 disclosures) which
is already above the increased future regulatory minimum of
12.1%-12.5% coming into effect in 2023. The bank's BCA also
reflects the bank's resilient profitability that, although at lower
levels than historical averages, remained positive during 2020 with
a RoA of 1.5%. Moody's expects the bank to continue to recover its
profitability during 2021, as evident by the 3.4% RoA reported at
end September 2021.

These strengths are balanced against the bank's asset quality
deterioration during 2020, as problem loans (NPLs) increased to
6.1% of gross loans at end 2020 from 3% in 2019, due to consumer
and corporate clients being affected by the pandemic and also due
to the significant devaluation of the local currency. At end 2020,
34% of TBC bank's loan book was denominated in foreign currency, to
borrowers with no foreign currency income. Moody's expects the
bank's NPL ratio to improve from 2020 levels due to recoveries in
the corporate sector, but still remain elevated as delinquencies
relating to consumer and mortgages will take longer to recover. The
BCA also reflects TBC's use of market funds and the level of
deposit dollarisation (63% of total deposits at end 2020) as well
as the agency's expectation that use of market funds will increase
in the next 12-18 months as deposit levels normalise from current
levels.

The Ba2 long-term deposit and senior unsecured ratings, continue to
incorporate one notch of government support uplift. This assumption
is based on the bank's systemic importance, despite the constraint
on the government's financial flexibility to provide support to
failing institutions because of the high degree of dollarisation in
the economy. TBC Bank is the largest banking group in Georgia.

For TBC Bank's CRR and CRA of Ba2(cr)/NP(cr) and Ba2/NP
respectively, the starting point is one notch above the bank's ba3
Adjusted BCA to which Moody's then typically adds the same notches
of government support uplift as applied to the deposit ratings. In
the case of TBC Bank, the CRR is however aligned with its deposit
rating, which is already in line with Georgia's government bond
rating of Ba2.

-- Liberty Bank

The affirmation of Liberty bank's b1 BCA reflects the bank's
performance through the pandemic, supported by its solid liquidity
and stable deposit base. Liberty bank's liquidity position
increased during 2020, with liquid funds to tangible banking assets
at 37.7% from 32.7% at end 2021. Furthermore, the bank continues to
benefit from a granular deposit base which has further increased
during the last 20 months, by 37%, while deposit dollarisation
although still accounting for 30% of total deposits, has improved
and remains significantly below Georgian peers. Moody's expects
that the bank will continue to utilize to a larger degree market
funding to support its growth targets, but views positively that
the majority of the funding is from international financial
institutions.

The BCA also reflects Moody's expectation that the bank's
profitability will recover from 2020 levels, which were heavily
impacted by high provisions and payment holidays granted to a
performing part of its book in light with the Government's
coronavirus support measures. However, the rating agency expects
future profitability to stabilise at a lower rate than historical
levels, at approximately 1.3% of tangible banking assets, as the
bank moves to lower yielding products. The agency also recognises
the bank's continuous efforts to diversify its business profile
towards that of a universal bank, from being a consumer-focused
lender.

The affirmation of the BCA also takes into consideration the
somewhat increased operational risk weighing negatively on the
bank's risk profile and the lower levels of capital. During 2019
and 2020 the bank experienced two incidents of internal fraud (with
damages from both cases have been fully covered by insurance)
highlighting the need for further controls to limit operational
risk. The rating agency views positively the bank's action to
mitigate these risks in the past 18 months but also recognizes that
the implementation is still ongoing. The affirmation of the BCA
also takes into consideration the improvement on the bank's asset
quality metrics during 2020, with an NPL ratio of 5.4% at end 2020
from 6.7% at end 2019, which the rating agency views positively.

The bank's capital metrics are compliant with regulatory
requirements, (reported CET1 of 10.8% against a requirement of
7.1%), however they degreased markedly during 2020 due to limited
internal capital generation and high asset growth. The agency
expects that even as profitability recovers during 2021, the bank's
capital buffers will remain low compared to peers, especially as
the bank meets its ambitious growth targets.

The Ba3 long-term deposit ratings, continue to incorporate a
moderate likelihood of government support from Georgia (Ba2 stable)
for Liberty Bank in case of need, reflecting the bank's significant
market share of 6.0% of domestic deposits as of end September 2021
and its importance to the country's payment system because of its
role in distributing state pensions and welfare payments in the
country. This results in one notch of uplift as was the case
previously.

For Liberty Bank's CRR and CRA of Ba2(cr)/NP(cr) and Ba2/NP
respectively, the starting point is one notch above the bank's b1
Adjusted BCA, to which Moody's then typically adds the same notches
of government support uplift as applied to the deposit ratings. As
such, Liberty Bank's CRR and CRA are one notch higher than the
bank's deposit rating.

OUTLOOK

The outlook on all ratings remains stable, driven by Moody's
expectation that the banks' performance and underlying financial
metrics will continue to be resilient and consistent with their
ratings.

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

-- Bank of Georgia

There is limited upward rating pressure for the bank's deposit and
foreign-currency senior unsecured debt ratings, given that they are
already in line with Georgia's sovereign rating. Upward rating
pressure will require both an improvement in the bank's standalone
assessment (BCA) — mainly through improved operating conditions,
such as the evolution and diversification of the Georgian economy
which could result in an improved Macro Profile, and a substantial
reduction in loan and deposit dollarisation — and an upgrade in
the rating of the Georgian government.

Downward pressure on Bank of Georgia's ratings could develop in
case (1) of a material rise in problem loans, and, therefore,
credit costs beyond 3% over an extended period, which would hurt
the bank's bottom-line profitability, or (2) the bank's capital
metrics failing to increase in line with higher capital
requirements. A significant deterioration in the domestic operating
conditions in Georgia, as reflected in our Macro Profile for the
country, would also strain the bank's ratings. There could also be
negative pressure on the bank's deposit ratings and senior
unsecured rating if we believe that the government's willingness to
provide support, in case of need, has diminished.

-- TBC Bank

There is limited upward rating pressure on the bank's deposit
ratings and its foreign-currency senior unsecured rating because
they are already in line with Georgia's sovereign rating. Upward
rating pressure would require both an improvement in the bank's
standalone assessment (BCA) — mainly through improved operating
conditions, such as the evolution and diversification of the
Georgian economy, which could result into a higher Macro Profile
and a substantial reduction in loan and deposit dollarisation —
and an upgrade in the Georgian government's rating.

Downward pressure on TBC Bank's ratings could develop as a result
of a rise in problem loans, and hence credit costs over an extended
period, which would hurt the bank's bottom-line profitability, or
if the bank's capital metrics do not increase in line with higher
capital requirements. A material deterioration in the domestic
operating conditions in Georgia, as described in our Macro Profile
for the country, would also lead to a downgrade. The bank's ratings
could also be downgraded if we believe that the government's
willingness to provide support, in case of need, has diminished.

-- Liberty Bank

Upward rating pressure would require an improvement in Liberty
Bank's standalone financial profile mainly through a seasoning of
the bank's loan portfolio through an economic cycle with an asset
quality performance that is in line with its larger Georgian peers,
demonstrated stable recurring profitability from the bank's new
business model that is also in line with local peers, while
maintaining adequate capitalisation, well above regulatory minima.

Downward pressure on Liberty Bank's rating could develop from a
failure to sustain risk-adjusted profitability in line with recent
performance, or, if asset risk in the bank's portfolio increases
materially because of (1) credit concentrations that are higher
than peers; (2) loan growth above the market average; and (3) asset
quality deterioration in the corporate book beyond what we had
observed in the past for rated domestic peers. There could also be
negative pressure on the bank's ratings if capital metrics do not
increase in line with higher capital requirements. A material
deterioration in the domestic operating conditions in Georgia, as
described in our Macro Profile for the country, would also lead to
a downgrade. The bank's long-term ratings could also be downgraded
if we believe that the government's willingness to provide support,
in case of need, has diminished. For example from diminished
systemic importance of the bank.

LIST OF AFFECTED RATINGS

Issuer: JSC Bank of Georgia

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 Ratings, Affirmed NP

Long-term Bank Deposit Ratings, Affirmed Ba2, Outlook Remains
Stable

Senior Unsecured Regular Bond/Debenture, Affirmed Ba2, Outlook
Remains Stable

Outlook Action:

Outlook, Remains Stable

Issuer: JSC TBC Bank

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 Ratings, Affirmed NP

Long-term Bank Deposit Ratings, Affirmed Ba2, Outlook Remains
Stable

Senior Unsecured Regular Bond/Debenture, Affirmed Ba2, Outlook
Remains Stable

Outlook Action:

Outlook, Remains Stable

Issuer: Liberty Bank JSC

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed b1

Baseline Credit Assessment, Affirmed b1

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 Ratings, Affirmed NP

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

Outlook Action:

Outlook, Remains Stable



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

ARES EUROPEAN XV: Moody's Rates Class F Notes 'B3'
--------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Ares European CLO
XV DAC (the "Issuer"):

EUR310,000,000 Class A Senior Secured Floating Rate Notes due 2036,
Definitive Rating Assigned Aaa (sf)

EUR33,750,000 Class B-1 Senior Secured Floating Rate Notes due
2036, Definitive Rating Assigned Aa2 (sf)

EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2036,
Definitive Rating Assigned Aa2 (sf)

EUR32,500,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2036, Definitive Rating Assigned A2 (sf)

EUR34,375,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2036, Definitive Rating Assigned Baa3 (sf)

EUR25,625,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2036, Definitive Rating Assigned Ba3 (sf)

EUR15,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2036, 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 61% 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 7 month ramp-up period in compliance with the portfolio
guidelines.

Ares Management Limited ("Ares") 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 issued EUR 44,800,000 Subordinated Notes due 2036, 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 500m

Diversity Score: 49*

Weighted Average Rating Factor (WARF): 3125

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 44.5%

Weighted Average Life (WAL): 8.58 years

*The covenanted base case diversity score is 50, however Moody's
has assumed a diversity score of 49 as the deal documentation
allows for the diversity score to be rounded up to the nearest
whole number whereas usual convention is to round down to the
nearest whole number.

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.

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

EUR246,000,000 Class A Senior Secured Floating Rate Notes due 2035,
Definitive Rating Assigned Aaa (sf)

EUR29,000,000 Class B-1 Senior Secured Floating Rate Notes due
2035, Definitive Rating Assigned Aa2 (sf)

EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2035,
Definitive Rating Assigned Aa2 (sf)

EUR18,400,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned A2 (sf)

EUR10,000,000 Class C-2 Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned A2 (sf)

EUR27,600,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2035, Definitive Rating Assigned Baa3 (sf)

EUR20,200,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2035, Definitive Rating Assigned Ba3 (sf)

EUR11,800,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2035, 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 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 7 month ramp-up period in compliance with the portfolio
guidelines.

BlackRock Investment Management (UK) Limited ("BlackRock") 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 eight classes of notes rated by Moody's, the
Issuer issued EUR 31,270,000 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: 53

Weighted Average Rating Factor (WARF): 3040

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 3.50%

Weighted Average Recovery Rate (WARR): 43.00%

Weighted Average Life (WAL): 8.58 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 to A3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below A3.

HARVEST CLO IX: Moody's Affirms B2 Rating on Class F-R Notes
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Harvest CLO IX Designated Activity Company:

EUR50,000,000 Class B-1-R Senior Secured Floating Rate Notes due
2030, Upgraded to Aa1 (sf); previously on Jun 3, 2021 Affirmed Aa2
(sf)

EUR25,000,000 Class B-2-R-R Senior Secured Fixed Rate Notes due
2030, Upgraded to Aa1 (sf); previously on Jun 3, 2021 Definitive
Rating Assigned Aa2 (sf)

EUR26,000,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to A1 (sf); previously on Jun 3, 2021
Affirmed A2 (sf)

Moody's has also affirmed the ratings on the following notes:

EUR294,500,000 Class A-R-R Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Jun 3, 2021 Definitive
Rating Assigned Aaa (sf)

EUR27,500,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Baa2 (sf); previously on Jun 3, 2021
Affirmed Baa2 (sf)

EUR34,300,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Jun 3, 2021
Affirmed Ba2 (sf)

EUR15,200,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B2 (sf); previously on Jun 3, 2021
Affirmed B2 (sf)

Harvest CLO IX Designated Activity Company, originally issued in
July 2014, reset for the first time in August 2017 and lately
refinanced again in June 2021, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior
secured/mezzanine European and US loans. The portfolio is managed
by Investcorp Credit Management EU Limited. The transaction's
reinvestment period ended in August 2021.

RATINGS RATIONALE

The rating upgrades on the Class B-1-R, Class B-2-R-R and Class C-R
notes are primarily a result of the transaction reaching the end of
the reinvestment period on 16 August 2021.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile, higher
diversity score and a better WARF, than it had assumed at the last
rating action in June 2021.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR 496.6m

Defaulted Securities: EUR 2.3m

Diversity Score: 61

Weighted Average Rating Factor (WARF): 2942

Weighted Average Life (WAL): 4.99 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.70%

Weighted Average Coupon (WAC): 3.91%

Weighted Average Recovery Rate (WARR): 44.93%

Par haircut in OC tests and interest diversion test: none

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap provider,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in May 2021. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. In particular, the length and severity of the economic and
credit shock precipitated by the global coronavirus pandemic will
have a significant impact on the performance of the securities. CLO
notes' performance may also be impacted either positively or
negatively by 1) the manager's investment strategy and behaviour
and 2) divergence in the legal interpretation of CDO documentation
by different transactional parties because of embedded ambiguities
and 3) the additional expected loss associated with hedging
agreements in this transaction which may also impact the ratings
negatively.

Additional uncertainty about performance is due to the following:

- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.

SOUND POINT VII: Moody's Assigns B3 Rating to Class F Notes
-----------------------------------------------------------

Moody's Investors Service announced that it has assigned the
following definitive ratings to the notes issued by Sound Point
Euro CLO VII Funding DAC (the "Issuer"):

EUR307,500,000 Class A Senior Secured Floating Rate Notes due 2035,
Definitive Rating Assigned Aaa (sf)

EUR37,500,000 Class B-1 Senior Secured Floating Rate Notes due
2035, Definitive Rating Assigned Aa2 (sf)

EUR12,500,000 Class B-2 Senior Secured Fixed Rate Notes due 2035,
Definitive Rating Assigned Aa2 (sf)

EUR31,300,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2035, Definitive Rating Assigned A2 (sf)

EUR37,500,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2035, Definitive Rating Assigned Baa3 (sf)

EUR25,000,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2035, Definitive Rating Assigned Ba3 (sf)

EUR15,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2035, 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 loans, second-lien
loans, mezzanine obligations and high yield bonds. The portfolio is
expected to be approximately 90% ramped as of the closing date and
to comprise predominantly of corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the approximate six month ramp-up period in compliance with
the portfolio guidelines.

Sound Point CLO C-MOA, LLC, acting through its Second Management
Series ("Sound Point") 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 five 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.

In addition to the seven classes of notes rated by Moody's, the
Issuer issued EUR 300,000 Class Z Notes and EUR 39,100,000
Subordinated Notes due 2035 which are not rated. The Class Z Notes
accrue interest in an amount equivalent to a certain proportion of
the subordinated management fees and its notes' payment is pari
passu with the payment of the subordinated management fee.

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 500,000,000

Diversity Score(*): 43

Weighted Average Rating Factor (WARF): 3000

Weighted Average Spread (WAS): 3.80%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 44%

Weighted Average Life (WAL): 9.0 years

(*) The covenanted base case diversity score is 44, however we
have assumed a diversity score of 43 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 below Aa3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below A3.



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

KEDRION SPA: Moody's Lowers CFR to B2, Outlook Negative
-------------------------------------------------------
Moody's Investors Service downgraded Kedrion S.p.A.'s corporate
family rating (CFR) to B2 from B1 and its probability of default
rating (PDR) to B2-PD from B1-PD. At the same time, Moody's
downgraded the rating on Kedrion's EUR410 million backed senior
secured notes due 2026 to B2 from B1. The outlook is negative.

RATINGS RATIONALE

The downgrade of Kedrion's ratings to B2 reflects the prolonged
effects of the COVID pandemic on the company's operating
performance and a weakening liquidity profile. The still-low US
plasma collection volumes and high donor fees will continue to
affect Kedrion's earnings and cash flow in the next 12 to 18
months, resulting in elevated leverage and negative free cash flow
generation. The B2 ratings also factor in cash flow volatility
related to non-recurring items that have remained higher than
Moody's had expected, limited earnings visibility and guidance
accuracy, and a financial policy with weak liquidity management.
Under its ESG framework, Moody's regards the COVID outbreak and the
effects that this has had on plasma collection volumes and donor
fees as a social risk, and the company's earnings and guidance
accuracy, as well as financial policy as governance risks.

Moody's estimates that Kedrion's Moody's-adjusted EBITDA will
decline by about 20% in 2021. Moody's expects that there will be a
gradual increase in plasma volumes in the coming quarters, but,
given the time lag between plasma collections and the sale of
plasma-derivatives, Kedrion's revenue and earnings will take time
to recover. Moody's anticipates that 2022 will remain a challenging
year with plasma collections still below the 2019 volumes and that
donor fees will only start to decline after plasma collections have
largely recovered. Leverage (Moody's-adjusted gross debt/EBITDA)
will therefore be at elevated levels in 2021-22 and only decline to
below 6.0x in 2023-24.

Kedrion's B2 CFR continues to reflect (1) positive industry
fundamentals with rising demand for plasma-derived products and
high barriers to entry; (2) its balanced geographic split,
notwithstanding some concentration in Italy, its second-largest
market in terms of revenue, where competition has increased in
recent years; and (3) its good safety track record to date.

However, the B2 CFR is constrained by (1) Kedrion's limited scale
and market share against its main competitors, and concentration on
plasma-derived products; (2) low profitability levels compared to
peers, which limits cash flow generation; (3) volatility in cash
flow generation, mainly due to large non-recurring items; and (4)
high leverage.

LIQUIDITY

Kedrion's liquidity is weak and Moody's expects leeway under its
financial covenant to be very tight. Kedrion had a cash balance of
EUR102 million and access to a EUR100 million revolving credit
facility (RCF) due 2026, of which EUR30 million was drawn, as of 30
September 2021. Moody's projects negative free cash flow in the
next 12 months in the EUR20 million-EUR30 million range. Kedrion's
liquidity sources will decline in 2022 when the remaining EUR200
million notes due July 2022 mature: these will be repaid with a
EUR140 million term loan established in April 2021, drawings under
Kedrion's RCF and some cash.

The credit facility agreement includes a maintenance net leverage
covenant which will be tested semi-annually and includes step
downs. The first covenant test will be on 31 December 2021 and
Moody's expects Kedrion will have very limited headroom under this
covenant, with headroom estimated at less than 5%. Kedrion has
implemented cash preservation measures, but the still challenging
operating environment expected over the coming quarters could
prevent the company from meeting its covenant at the next testing
dates.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the weakening of Kedrion's liquidity
profile, including tight covenant leeway, and uncertainties
regarding the recovery from the COVID effects, which could keep
leverage high for the B2 rating in 2023.

ESG CONSIDERATIONS

The COVID pandemic, which is considered as a social risk under
Moody's ESG framework, has increased plasma collection prices and
reduced supply. Plasma collection levels have still been low in
2021. Considering a gradual recovery in plasma collections and the
nine to 12-month time lag between the collection and sale of
plasma-derived products, Kedrion's earnings and cash flow will
continue to be affected in 2022.

With regards to governance, Kedrion has continued to report
significant cash flow volatility related to non-recurring items
that have remained more significant than expected and management of
liquidity is weak. In terms of ownership, the Marcucci family
exerts a significant influence on Kedrion because of its 50%
ownership of the shares. The roles of Chairman and CEO were
separated in 2020 with Paolo Marcucci remaining Chairman and Val
Romberg appointed CEO in October 2020. The shareholding structure
also includes FSI Investimenti (25%) and FSI S.G.R. (24%), which
are ultimately controlled by Cassa Depositi e Prestiti S.p.A.
("CDP", Baa3 stable), an investment arm of the Italian government.

STRUCTURAL CONSIDERATIONS

Pro forma the repayment of the remaining EUR200 million notes due
2022, Kedrion's capital structure will comprise a EUR410 million
senior secured bond, EUR140 million senior secured term loans, and
a EUR100 million senior secured RCF, all issued at the level of
Kedrion S.p.A. All three debt instruments have upstream guarantees
from two operating companies, and the issuer (which is also an
operating company and represents about 50% of group EBITDA) and the
guarantors represent together about 70% of the group's EBITDA. Debt
instruments also share the same collateral, which comprises share
pledges and tangible and intangible assets of the two guarantors.
Moody's has considered that the collateral offers limited
protection and has modelled all instruments as unsecured in its
Loss Given Default (LGD) analysis. Moody's rates the bond in line
with the CFR and ranks it in line with other non-debt liabilities.
Moody's bases its calculation on a 50% recovery rate applicable to
financing structures which include a mix of bond and bank debt.

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

Moody's could upgrade Kedrion if it rebuilds its credit metrics,
with a Moody's-adjusted debt/EBITDA ratio declining to below 5.0x
and positive free cash flow generation, both on a sustained basis.
An upgrade would also require an improvement in Kedrion's liquidity
profile.

Conversely, Moody's could downgrade Kedrion if its Moody's-adjusted
debt/EBITDA ratio materially exceeds 6.0x or if its free cash flow
remains negative beyond 2022. A further weakening of the company's
liquidity, including a breach of its financial covenant, would be
highly likely to trigger a downgrade.

CORPORATE PROFILE

Established in Italy in 2001, Kedrion is a biopharmaceutical
company that collects and fractionates plasma to produce and
distribute plasma-derived products for the prevention and treatment
of conditions such as hemophilia, primary immunodeficiencies and Rh
sensitization. It is currently the fifth-largest provider of
plasma-derived products in terms of revenue with a global market
share of around 3%. Kedrion generated €697 million in revenue and
about €140 million in Moody's-adjusted EBITDA in 2020. Kedrion
has two main shareholders: the Marcucci family, with 50.27% of the
company shares, and CDP, through FSI Investmenti S.p.A. and FSI
S.G.R. S.p.A., with 49.17%.

[*] ITALY: March 4 Auction Set for Business Park
------------------------------------------------
Under Court of Rovigo - Bankruptcy Section, case ref. numbers
30/2020 and 33/2020, notice has been issued regarding Auction 14440
of a business park having a cadastral area of approximately 225,998
sq. metres, located in Occhiobello (RO) near the A13 motorway.

The Auction will be held via the website www.realestatediscount.it
on March 4, 2022, at 10:00 a.m. with bid envelopes to be delivered
no later than noon on March 1, 2022, to neprix srl, Via Galilei 6,
Faenza (RA).  

The complex, mainly for business use, includes an outlet with over
60 stores and service facilities, unfinished premises, a
residential building, agricultural and building land, with approved
implementation plans and with road and motorway buffer zones.

The reserve price is set at EUR14,774,000

Contact information: +39 0546046747
immobili@realestatediscount.com





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

AMMEGA GROUP: S&P Alters Outlook to Positive, Affirms 'B-' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Netherlands-based belting
producer Ammega Group B.V. (Ammega) to positive from stable and
affirmed its ratings on the company, including its 'B-' long-term
issuer credit rating and our issue rating on its term loan B.

Risks related to the COVID-19 pandemic have reduced, resulting in
improved performance and decreasing leverage metrics. S&P said,
"Our concerns about the pandemic's impact on Ammega have been
offset by the strong performance and milestones it has achieved in
the past two years. We expect our S&P Global Ratings-adjusted debt
to EBITDA metrics to fall to about 7.0x for the full-year 2021
versus our previous expectations of about 7.4x-7.9x, while leverage
will further decrease gradually to a comfortable level of 6.5x and
below in 2022. We also anticipate that the company will maintain
FFO cash interest cover of above 2.5x in 2021 and 2022."

Strong demand for Ammega's products will be sustained in 2022,
supported by growing markets. Ammega has achieved a 19% sales
increase for the first nine months of 2021 versus the same period
in 2020 as a result of growth in all regions. In particular, the
company benefited from fast-growing markets in food,
e-commerce/logistics, paper, and packaging. S&P said, "We have also
observed all customer groups, including original equipment
manufacturers (OEMs), distributors, and direct end users,
recovering fast and gaining on volumes lost throughout the
pandemic. Distributors have started the restocking process, and
OEMs have begun to place more relevant orders, in part because of
the capital expenditure (capex) super-cycle (higher maintenance is
necessary to ramp up the plants on their side) , while direct sales
and end users have grown as a result of the economy's strong
rebound versus the prior year. These trends promoted strong order
books. As a result, we now expect sales to grow about 16%-16.5%, to
EUR900 million-EUR910 million in 2021, supported by organically
driven sales as well as previously completed acquisitions. In 2022,
we think growth will move with the market at about 6%-6.5%,
supported by the same fundamentals as in 2020."

Volumes and milestones achieved through acquisitions, cost
optimization, and effective price management have supported
profitability improvement. Ammega's transformation over 2018-2021
had a positive impact on it profitability. Ammega resulted from a
merger of two groups, Ammeraal and Megadyne, in October 2018. The
merger improved the company's scale and more than doubled EBITDA.
It also improved geographical reach and enhanced the product
portfolio, complementing lightweight conveyor-belting solutions
with transmission belting. On top of this, the company made
acquisitions in 2019 and 2020. The bigger acquisition of MIR in
2020 was financed fully by equity of about EUR226 million. The
financial results have been affected by assumptions on integration
costs and restructurings. Over the past two years, the group has
undergone large reorganizations, while achieving milestones in
improving its profitability and operating in a very tough
environment. Its S&P Global Ratings-adjusted EBITDA margin has
improved from 13.6% in 2019 to 16.8% in 2020 (320 basis points
[bps]), and further to 20.0%-20.5% in 2021 (estimated 360 bps).
Profitability improvement has been supported by:

-- The increase of the direct/end-user sales channel, also in
connection with the acquisition of MIR;

-- Right-sizing of the organization and labor costs optimization;
Procurement optimization and operational excellence measures, which
will also have a positive impact in 2022; and

-- Price increases: the company performed price increases (which
are customary in the industry) throughout 2021 in all product
lines. Evidently, this also helped the company to increase its
market share in certain segments.

S&P said, "For 2022, we continue to forecast a stable S&P Global
Ratings-adjusted EBITDA margin of about 20.5% on an adjusted basis.
We believe that the company will be able to mitigate the effects of
industry-wide cost inflation trends, similarly to 2021. We also
incorporate that Ammega will continue to successfully integrate
acquired businesses and drive synergies, while expanding its
reach.

"We expect sustainably positive free operating cash flow (FOCF) in
2021 and 2022, despite higher capex and working capital
outflows.Ammega will generate positive S&P Global Ratings-adjusted
FOCF of about EUR10 million-EUR15 million in 2021, despite higher
working capital outflows and capex. FOCF will further improve to
EUR40 million-EUR45 million in 2022. For the first nine months of
2021 Ammega has shown working capital outflow, driven by higher
volumes and the company's efforts to have stock availability for
its customers, ensuring on-time delivery. For full-year 2021, we
expect this number to go down slightly on the back of
fourth-quarter seasonality and inventory release. In 2022, we
expect modest working capital outflow of about EUR20 million-EUR25
million, which should further support FOCF generation. In addition,
we think that Ammega will further improve its organic growth
trajectory as a result of the additional production capacity
generated through the expansion initiatives, in particular in the
U.S., which will result in increased capex. Ammega will also
continue to leverage its strategic diversified product portfolio
through mergers and acquisitions (M&A) and bolt-on acquisitions, as
a combination of organic and inorganic investments. We estimate
about EUR85 million spend annually in 2021-2022. We do not expect
the company to perform any dividend payments to its shareholders.
Any larger M&A or shareholder-friendly activity will be reviewed
separately in the context of its impact on future leverage."

Ammega has a solid liquidity position thanks to high cash on
balance sheet and repayment of its revolving credit facility.
Throughout the first nine months of 2021, Ammega managed to repay
its RCF, which it had fully drawn as a matter of precaution during
the pandemic. The group now has full availability under its EUR150
million RCF, and its cash balance is about EUR95.6 million at the
end of third-quarter 2021.

S&P said, "The positive outlook reflects our expectation that
Ammega will continue to benefit from growing end markets such as
food, pharmaceuticals, and e-commerce/logistics, and will still be
able to generate positive free cash flow and deleverage below 6.5x
in the next 12 months. We also incorporate FFO cash interest cover
of above 2.5x for the higher rating level.

"We could revise the outlook back to stable if Ammega's performance
falls below our expectations, it is unable to deleverage below 6.5x
in 2022, or if it is unable to sustain positive FOCF. We could also
consider revising the outlook back to stable if the company engages
in large, debt-financed acquisition."

Upside scenario

S&P would consider raising the rating if Ammega performed according
to its base case, improving the credit metrics in line with the
forecast debt to EDITDA below 6.5x and FFO cash interest of above
2.5x, while maintaining positive FOCF.

Environmental, Social and Governance

S&P said, "Governance is a moderately negative consideration in our
credit rating analysis of Ammega. Our assessment of the company's
financial risk profile as highly leveraged reflects corporate
decision making that prioritizes the interests of the controlling
owners, as is the case for most rated entities owned by
private-equity sponsors. Our assessment also reflects their
generally finite holding periods and a focus on maximizing
shareholder returns. Environmental and social factors are an
overall neutral consideration in our credit rating analysis. Ammega
provides lightweight conveyor belting solutions for a very diverse
spectrum of sectors. Industry exposure bears limited environmental
risks and includes food (29% of sales), paper (10%), logistics
(7%), elevators (6%), packaging (5%), and metals (4%). The
company's recent performance was affected by a positive trend in
e-commerce and material handling. The underlying materials the
company uses include synthetic materials used in production:
rubber, polyurethane, and other chemicals. However, as a supplier
to industries such as food, Ammega follows strict certifications."

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

Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:

-- Governance structure


NAKED ENERGY: Declared Bankrupt, Gas License Revoked
----------------------------------------------------
April Roach at Bloomberg News reports that Naked Energy has been
declared bankrupt and has asked the Authority for Consumers and
Markets (ACM) to revoke its license for the delivery of gas and
electricity, according to statement from the ACM.

Naked Energy came into financial difficulties because it carried
out the purchase of energy from the company Energie I&V which was
declared bankrupt on Dec. 3, Bloomberg relates.

According to Bloomberg, ACM says Naked Energy is no longer able to
"reliably supply" energy to its roughly 2,600 clients.





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

EUROINS ROMANIA: Financial Regulator Imposes RON5.86-Mil. Fine
--------------------------------------------------------------
Nicoleta Banila at SeeNews reports that Romania's financial
supervision authority ASF said it fined insurance company Euroins
Romania with RON5.86 million (US$1.3 million/EUR1.18 million) for
violating regulations regarding compensation claims and payments.

According to SeeNews, the financial regulator said in a press
release on Dec. 22, ASF decided to fine Euroins Romania for failing
to transmit to customers compensation offers or notifications of
the reasons for which the compensation claims had not been
approved, as well as for the delayed payment of damages.

It added the regulator carried out checks at the company during
May-October, SeeNews notes.

Within two months, Euroins Romania must send ASF a recovery plan
for approval, with measures to restore the level of eligible own
funds covering the Solvency Capital Requirement (SCR) or to change
the risk profile so that within six months, the SCR will be
respected again, SeeNews states.

In a press release issued shortly after ASF's decision, Euroins
Romania said that the company is in full process of financial
recovery, and the fine issued by ASF is related to some past
problems which have been solved, SeeNews relates.

"Euroins Romania shareholders have made efforts to remedy all their
financial challenges since the end of 2020.  As a result, in the
last 12 months, the company has benefited from a series of capital
infusions totaling over RON300 million, that led to solving all
financial challenges, including those identified in the past and
identified by the ASF," SeeNews quotes Euroins Romania as saying.

Euroins, which is part of Bulgaria's Euroins Insurance Group (EIG),
said that this year alone, it has paid more than RON1.3 billion to
cover some 143,000 claims.

In October, the EBRD signed an agreement to acquire a minority
stake in Bulgaria's Euroins Insurance Group (EIG), by investing
EUR30 million (US$34.8 million) through a capital increase, SeeNews
recounts.




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

FREEDOM HOLDING: S&P Affirms 'B/B' ICRs on Subs, Outlooks Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term foreign and local
currency issuer credit ratings on the operating subsidiaries of
Freedom Holding Corp. (FRHC): IC Freedom Finance LLC, Freedom
Finance JSC, Freedom Finance Global PLC, and Freedom Finance Europe
Ltd. The outlooks are stable.

At the same time, S&P affirmed its 'B' short-term issuer credit
ratings on these entities as well as its 'kzBB+' national scale
rating on Freedom Finance JSC.

S&P said, "We expect FRHC to operate with higher capital buffers
than before. The extraordinary income from the sale of equity in
SPB Exchange in third-quarter 2021 resulted in FRHC's risk-adjusted
capital (RAC) ratio improving to about 12.0%-12.5% as of Sept. 30,
2021, from 7.4% on March 31, 2021. We expect the group will use a
material portion of capital for mergers and acquisitions (M&A), in
particular insurance companies in Kazakhstan (roughly 1.1
percentage points in terms of the RAC ratio) and securities
companies in the U.S. (roughly 2.8 percentage points).
Nevertheless, we now expect the group will operate with a higher
RAC ratio of 8.0%-8.5% compared with our previous forecast of
6.5%-7.0%.

"We still believe that FRHC remains well-positioned within the peer
group of entities with a 'b' group credit profile.We note that so
far FRHC has shown an appetite for opportunistic buildup of
proprietary positions in Kazakhstan in particular, which could be
negative for capital adequacy at the group level. We also note that
unlike peers, the group structure is still evolving both due to M&A
and transfer of clients under the umbrella of FRHC from a related
company in Belize. While we understand that at some point FFIN
Brokerage Belize will be legally bound to clear its trades through
FRHC entities, we would expect to see some tangible progress with
onboarding of clients in domestic jurisdictions before we would
consider a positive rating action.

"The stable outlook on the subsidiaries of FRHC reflects our
expectation that over the next 12-18 months the group will retain
its strong earnings capacity and at least moderate capitalization
while continuing to onboard clients in onshore jurisdictions."

A positive rating action on operational companies would arise only
from us taking a more positive view of the group's
creditworthiness. This may come if the group successfully transfers
its clients under the umbrella of Freedom Holding and successfully
integrates target companies in the U.S. and Kazakhstan, widening
its geographic footprint and sources of revenue.

S&P said, "We could lower the ratings if we believed the group
might fail to maintain at least moderate capitalization. This could
be due to further acquisitions, buildup of a proprietary position
in bonds or equities, or faster-than-expected expansion of clients'
operations on the group's balance sheet. A negative rating action
could also follow if the process of transferring customers to
domestic jurisdictions stopped or was reversed, or if we saw rising
compliance risks from related-party transactions. In addition, we
could lower the ratings on any of the subsidiaries if they became
materially less important to the group strategy, or if we were less
confident that they would receive group support."


VSK INSURANCE: S&P Assigns 'BB' ICR, Outlook Stable
---------------------------------------------------
S&P Global Ratings assigned its 'BB' financial strength rating to
VSK Insurance JSC (VSK). The outlook is stable.

S&P said, "The rating balances our view of VSK's leading position
on the Russian insurance market with the company's modest
capitalization compared with higher rated peers, as per our capital
adequacy model. This led us to derive an anchor of 'bb', reflecting
VSK's current capitalization, limited track record of good
underwriting performance after the elevated losses in
fourth-quarter 2020 and first-quarter 2021, and still a relatively
high exposure to assets in our 'BB' range."

VSK boasts an established market position and solid distribution
ties. It has focused on motor insurance (about 47% of gross
premiums written as of mid-2021), and it stands among the top six
local P/C players with a market share of around 7%. S&P forecasts
its premiums will increase about 10% annually over the next two
years, in line with our expectations for the overall Russian P/C
sector. VSK's premium rose 12% over the first nine months of 2021,
supported by motor (CASCO), accidents and voluntary medical, and
property lines. Nevertheless, the insurer's market share is still
somewhat lower than that of some other leading insurance
companies.

S&P said, "We also note that VSK's operating performance was
somewhat volatile in 2020. Positively, improvements emerged over
the first nine months of 2021, with the combined (loss and expense)
ratio decreasing to about 98% from 101%-102% in 2020 and in the
first half of 2021. Last year's weakness was mainly due to an
increase in losses in obligatory motor third-party liability
insurance (OMTPL) line in fourth-quarter 2020 after periods of
lockdown and generally tough winter conditions over the 2020-2021
season. We also noted the higher acquisition expenses in the
intensely competitive local market. We expect that VSK's average
combined ratio won't exceed 98%-99% in the next two years. This
should be supported by measures VSK has already undertaken to
manage losses in motor insurance due to contained growth in several
distribution channels, expected decline in acquisition expenses due
to decreasing sales of high commission insurance products, an
increasing share of direct distribution channel and other cost
optimization. We forecast the investment yield will improve to
7.0%-7.5% in 2022-2023 from 6.1% in the first half of 2021,
reflecting increasing interest rates in Russia.

"Our overall view of VSK's financial risk profile reflects the
insurer's capitalization, risk exposure in the investment
portfolio, and funding structure. For 2021, VSK's capital adequacy
should remain deficient to the 'BBB' range according to our
risk-based capital model. We estimate VSK will consolidate its
capital over 2021-2022, retaining most of its future earnings with
lower dividend pay-outs, teamed with stricter capital regulation of
insurers in Russia since July 1, 2021, that moves closer to
Solvency II requirements. VSK invests in fixed-income instruments
and bank deposits rated 'BBB-' or higher (around 53% as of Oct. 1,
2021), has comparable-with-peers' obligor concentration in the
investment portfolio, and some foreign exchange risk exposure.

"Furthermore, we note that VSK benefits from an experienced
management team, established risk management practices, and ample
liquidity to meet its obligations.

"We base our analysis of VSK on the consolidated financials of VSK
Group, which are prepared according to International Financial
Reporting Standards. The group also includes VSK Life Line,
Insurance Company Interi LLC, and Business Group Sinchro JSC. VSK
is intergral to the group because it represents more than 90% of
premiums and more than 70% of consolidated assets, and it is the
driving force of the group's overall creditworthiness. The group
credit profile (GCP) is 'bb'. Our financial strength rating on VSK
is equalized with the GCP."

The current shareholding structure of VSK comprises Mr. Sergey
Tsikalyuk (51%) and Public Joint Stock Company SFI (SFI; 49%) whose
controlling owner is Mr. Said Gutseriev. S&P does not cap the
rating on VSK by the rating on SFI (BB-/Stable/B) because it views
SFI as an investment holding company.

S&P said, "The stable outlook indicates our expectation that, in
the next 12 months, VSK will maintain its strong competitive
position in the Russian market thanks to improved underwriting
results and the consolidation of its capital position at fair
levels.

"We could raise our rating over the next 12 months if VSK improves
its capital adequacy thanks to solid net retained earnings and
stable asset quality, while sustaining its operating performance
with a net combined ratio below 100%.

"We could take a negative rating action on VSK in the next 12
months if its capital weakened, falling significantly below the
'BBB' level according to our capital model. This might stem from
weaker-than-expected technical performance, pronounced investment
losses, or high dividends.

"We could also take a negative rating action if the company's
competitive position sustainably deteriorates from escalating
competition. This could materialize from a significant
deterioration in VSK's operating profitability with the combined
ratio above 100%-102%, for example."





===============
S L O V E N I A
===============

MERKUR: Alfi PE to Acquire Retail Unit for EUR50 Million
--------------------------------------------------------
Radomir Ralev at SeeNews reports that Slovenian private equity fund
Alfi PE signed an agreement to acquire Merkur Trgovina, the retail
unit of insolvent home products and appliances group Merkur, for
EUR50 million (US$56.5 million).

According to SeeNews, public broadcaster RTV reported on Dec. 24
Alfi PE is planning to strengthen the Merkur brand, improve
customers' shopping experience, and build shopping centres in
Ajdovscina and Koper.

RTV also said the general manager of Merkur Trgovina, Blaz Pesjak,
is expected to leave the position and become a supervisor, SeeNews
notes.

Merkur went into bankruptcy in November 2014 and its activities
were separated into two new firms -- the retail unit Merkur
Trgovina and Merkur Nepremicnine, which is in charge of real estate
assets, SeeNews relates.




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

UKREXIMBANK: Moody's Affirms B3 LT Deposit Rating
-------------------------------------------------
Moody's Investors Service upgraded the baseline credit assessments
(BCAs) of Ukraine's Ukreximbank and IR Bank JSC (IR Bank;
previously Sberbank PJSC) to b3 from caa1. Concurrently, the rating
agency upgraded Ukreximbank's Adjusted BCA to b3 from caa1, its
Counterparty Risk Assessment (CR Assessment) to B2(cr) from B3(cr)
and its Counterparty Risk Ratings (CRRs) to B2 from B3. All the
other global scale ratings and assessments of the two banks and the
national scale ratings of IR Bank were affirmed. Both banks'
overall entity outlooks, as well as the outlooks on their long term
local deposit ratings and, where applicable, senior unsecured debt
ratings, remained stable.

The rating action follows Moody's change in Ukraine's Macro Profile
to 'Weak-' from 'Very Weak+'.

RATINGS RATIONALE

THE CHANGE IN UKRAINE's MACRO PROFILE TO 'WEAK-' FROM 'VERY WEAK+'
REFLECTS IMPROVING OPERATING ENVIRONMENT IN UKRAINE AND EXERTS
UPWARD PRESSURE ON BANKS' BCAs

Moody's rating methodology for banks includes an assessment of each
individual country's operating environment, expressed as a Macro
Profile, which is designed to capture system-wide factors that are
predictive of the propensity of banks to fail. The Macro Profile
assigned to each bank informs the financial factors, which are key
inputs into the determination of each bank's BCA. Moody's has
changed Ukraine's Macro Profile to "Weak-" from "Very Weak+" to
reflect the improvements in the country's economic strength.

Improvements in Ukraine's macroeconomic stability, including more
favourable inflation dynamics in recent years, have helped to
support a stronger and more balanced growth profile, which recently
led Moody's to improve the final economic strength score to "ba3"
from "b2". Although the global coronavirus outbreak drove a sharp
economic contraction last year, Ukraine's stronger external
position and improved macroeconomic stability will provide a degree
of medium-term resilience to the gradual economic recovery, with
real GDP growth forecast to reach 3.7% in 2021. Despite the recent
pick-up, inflation has generally been much lower than in past
crises, providing scope for the central bank to support the economy
over 2020, while Ukraine's economy has benefited from broadly
stable demand for its sizeable agriculture exports and low exposure
to tourism.

BANK-SPECIFIC FACTORS

-- UKREXIMBANK

The upgrade of Ukreximbank's BCA, Adjusted BCA, CR assessment and
CRRs is driven by the improvement of the Ukrainian banking system's
Macro Profile, combined with the recent improvements in the bank's
asset quality and profitability, strengthening of its capital
buffer and funding mix. At the same time, the BCA remains
constrained by the large amount of problem loans relative to the
bank's combined capital and reserves cushion and the volatility of
its earnings.

According to management's data, the bank's share of problem loans
(Stage 3 and purchased or originated credit-impaired under IFRS 9)
decreased to 42% as of 30 September 2021 from 61% as of year-end
2020, and this ratio is expected to decline further to 32% by
year-end 2021, on the back of ongoing write-offs of legacy problem
loans. Meanwhile, Ukreximbank's ratio of tangible common equity to
risk-weighted assets (TCE/RWA ratio) increased to 8.3% as of 30
September 2021 from 7.2% as of year-end 2020, supported by the
current year's earnings. As a result of these improvements,
Ukreximbank's ratio of gross problem loans to the sum of loan loss
reserves and tangible common equity, which exceeded 100% until
year-end 2020, has declined to around 90%. Gradual repayment of
Eurobonds has recently supported the bank's net interest margin,
and it posted a return on tangible assets of 1.2% (annualized) in
January-September 2021.

Ukreximbank's long-term deposit and senior unsecured debt ratings
of B3 are in line with its BCA of b3. Although the probability of
government support is very high — because of Ukreximbank's
ownership by the government and its strategic role in financing
foreign trade — this support does not result in any notching
uplift from the bank's BCA because the government's B3 rating is
not higher than the bank's BCA.

-- IR BANK JSC

The upgrade of IR Bank's BCA is driven by the improvement of the
Ukrainian banking system's Macro Profile, combined with the recent
strengthening of the bank's capital and liquidity position. As of
30 September 2021, the bank's ratio of tangible common equity to
risk-weighted assets (TCE/RWA ratio) exceeded 70% and its share of
liquid assets in tangible assets exceeded 80%. Moody's expects
these metrics to remain at similarly high levels in the next 12-18
months, given the ongoing asset shrinkage, the bank's positive
profits and sanctions prohibiting the bank from paying dividends to
its Russian shareholder.

At the same time, IR Bank's BCA remains constrained by the bank's
high level of problem loans (95% of gross loans and 67% of net
loans as of 30 September 2021) and its limited opportunities for
business development, due to sanctions imposed on the bank by the
government of Ukraine.

The bank's long-term deposit ratings are now at the same level as
its BCA, without any uplift due to affiliate support from Sberbank
(Baa3 stable, ba1). Moody's assesses the probability of affiliate
support as low given the parent's plans to sell its Ukrainian
subsidiary; IR Bank's very limited strategic importance, given its
reduced market franchise; and the recent rebranding of the bank,
following which it no longer shares Sberbank's brand.

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

Ukreximbank's ratings would be upgraded or downgraded in case of a
sovereign rating upgrade or downgrade. A downgrade of the bank's
BCA could result from significant deterioration of the bank's
solvency metrics, so that the bank requires extraordinary support.

IR Bank's BCA is constrained by Ukraine's sovereign rating,
therefore, a positive rating action could be driven by a higher
sovereign rating, or by Moody's re-assessing the probability of
affiliate support from Sberbank. A significant deterioration in the
bank's solvency or liquidity could lead to a downgrade of its BCA
and ratings.



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

DAILY MAIL: S&P Downgrades ICR to 'BB-', Outlook Stable
-------------------------------------------------------
S&P Global Ratings lowering its ratings on U.K.-based media group
Daily Mail & General Trust PLC (DMGT) and its senior unsecured debt
to 'BB-' from 'BB' and removing them from CreditWatch with negative
implications. The outlook is stable.

The stable outlook reflects S&P's view that over the next 12 months
DMGT's consumer media and events operations will recover, and the
group will maintain adjusted leverage of around 2.5x while
generating free operating cash flow (FOCF) of around GBP50
million.

On Dec. 16, 2021, Rothermere Continuation Ltd. (RCL), the
controlling shareholder of DMGT, announced that its offer to
acquire the shares in DMGT that it didn't own has become
unconditional and the acceptance condition (above 50%) has been
satisfied. RCL will therefore proceed to take the group private.

"The downgrade reflects our view of DMGT's weaker business
following the disposal of RMS.

S&P said, "On Sept. 15, 2021, DMGT announced it had completed the
sale of its insurance risk management business RMS to Moody's Corp.
for a cash consideration of GBP1,425 million. In our view, this
disposal reduced the scale, scope, and diversity of DMGT's
operations. In the financial year (FY) 2021 ended Sept. 30, 2021,
RMS represented 20% of the group's revenues and 37% of
company-adjusted profit. It also benefited from stable and
predictable organic revenue growth and had higher profitability
compared with other business divisions, with company-adjusted
operating margin of 18% compared with around 13% for the group
overall. Following the disposal, DMGT will have higher exposure to
the structurally challenged consumer media business division that
will account for more than 70% of revenue. This will translate into
lower growth prospects and weaker profitability for the group. As a
result, we believe DMGT will be positioned weaker than its larger
and better diversified peers in the media industry.

"We assume DMGT's financial policy and capital structure will not
change following the privatization. On Dec. 16, 2021, RCL's offer
to acquire all non-voting A shares in DMGT that it did not already
own become unconditional. RCL has received acceptance for 50.73% of
all shares in DMGT, increasing its ownership of all shares in the
group to 84.6% from 34%. The offer will remain open for acceptance
until Jan. 6, 2022, hence RCL's ownership of DMGT could further
increase. As previously announced, as part of the transaction DMGT
will distribute special dividends to its shareholders, including
GBP1.3 billion in cash proceeds from the sale of RMS and its 24%
equity stake in the publicly listed Cazoo, and will make a GBP412
million payment to the pension trustees. RCL will also pay
participating minority shareholders 270p per share in cash.
Following the transaction, DMGT will delist from the London Stock
Exchange and continue operating as a private company.

"We understand that after the privatization RCL intends to continue
operating DMGT with the same capital structure and financial policy
as historically, with net leverage of up to 2.0x on a
company-adjusted basis, which translates into around 2.5x on an S&P
Global Ratings-adjusted basis. DMGT's outstanding GBP200 million
unsecured bonds due in 2027 will remain in place, and there won't
be any new debt issued as part of the transaction. We understand
that DMGT will continue to be RCL's main asset, and that there are
no material financial liabilities at RCL. Therefore, in our view,
DMGT's credit quality is not constrained by that of RCL. We also
assume that in FY2022-2023 DMGT will reduce its dividend payout to
GBP20 million-GBP40 million per year, compared with about GBP55
million in FY2020-2021.

"Our rating on DMGT and our assessment of the group's management
and governance already incorporated the 100% voting control that
the Rothermere family had in DMGT prior to the transaction, which
in our view could lead to corporate decision-making that
prioritizes the interests of the controlling owners over those of
other stakeholders.

"DMGT will be exposed to volatility in earnings, input cost
inflation, and the lower profitability of the consumer media
segment. We expect revenue in the consumer media segment will
recover to pre-pandemic levels in FY2022, and will remain stable or
grow only slowly thereafter. This will reflect growth in MailOnline
and other digital revenue that will be offset by continued
challenges and reducing circulation of the print titles such as the
Daily Mail, The Mail on Sunday, and the Metro. We also think that
inflation in input costs, especially in print, will constrain
operating margins, and expect that adjusted operating margin in
consumer media will remain below 10% in FY2022-2023. In the
business-to-business (B2B) segment, following the sale of RMS and
education technology business Hobsons in FY2021, DMGT retains
property information businesses Landmark and Trepp, and events and
exhibitions (dmg events). We expect revenue in the property
businesses will reduce by 10%-15% in FY2022 compared with FY2021,
which benefited from government support and very high activity in
the property markets. In events, we expect revenue and earnings to
strongly recover as show attendance improves, but to remain
significantly below pre-pandemic levels at least until the end of
FY2023. As a result, we anticipate the group's adjusted EBITDA
margin to remain below average compared with peers in the media
industry and to weaken to 11%-13% from around 16% in FY2019, prior
to the impact of the pandemic and disposal of higher-margin B2B
assets. Combined with a historically stable working capital profile
and limited capital expenditure (capex) requirements, this will
translate into FOCF of GBP50 million-GBP70 million annually, down
from about GBP140 million in FY2019.

"We estimate DMGT will maintain adjusted leverage in the 2.2x-2.5x
range in FY2022-2023. Excluding discontinued operations, DMGT's
adjusted debt to EBITDA increased to about 2.5x in FY2021 from 2.3x
in FY2020. We estimate that in FY2022 leverage will remain at about
2.5x and then improve toward 2.2x in FY2023. Our adjusted debt
calculation for DMGT includes gross debt of GBP200 million, GBP37
million financial leases, and other minor adjustments. We do not
net the cash that the group has on balance, which we assume is
available for the special dividend distribution and pension funding
following RCL's acquisition, a combination of working capital and
operational needs, and bolt-on acquisitions over time. Following
the sale of RMS, the group's lease liabilities have significantly
reduced, which has partly offset the effect of lower adjusted
EBITDA on adjusted credit metrics.

"In our base case, we assume the group's portfolio will remain
largely unchanged, and we do not incorporate any debt-financed
acquisitions or further asset disposals.

"The stable outlook reflects our view that over the next 12 months
DMGT's consumer media and events operations will recover, and the
group will maintain adjusted leverage around 2.5x, while generating
FOCF of around GBP50 million. The outlook also assumes that the
group will manage dividend payments and acquisitions such that its
adjusted leverage won't materially increase beyond our base case."

S&P could lower its rating on DMGT if the group's adjusted debt to
EBITDA exceeded 3.5x. This could occur if:

-- The group's adjusted EBITDA declined more substantially than
S&P forecasts--for example, if operating performance recovered more
slowly, or if there was a steep decline in consumer media earnings;
or

-- The group followed a more aggressive financial policy than S&P
assume under its current base-case-–for example, if it pursued
higher dividend payments or debt-funded acquisitions that led to
higher leverage.

S&P said, "We view an upgrade as remote. It would require a
material increase in the group's scale and scope of operations,
sustainable organic earnings growth, and a significant improvement
in earnings and margins. This would need to be supported by the
group's commitment and demonstrated track record of a conservative
financial policy that would support stronger credit metrics
compared with our base case."

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


INK ON PAPER: Bought Out of Administration in Pre-pack Deal
-----------------------------------------------------------
Hannah Jordan at PrintWeek reports that Livingstone-based litho and
digital print business Ink on Paper has been sold in a pre-pack
deal to a fellow Scottish print operation.

Registered as Ink on Paper (Scotland) Ltd, the company appointed
administrators from FRP Advisory on Nov. 5, with both directors,
James Kain and Edward O'Donnell, and two employees being made
redundant, PrintWeek relates.  A pre-pack deal was signed the same
day, PrintWeek notes.

The business, established in 2007, specialised in litho printing,
running a Komori B2 press as well as Xerox digital devices
servicing major clients in the outdoor festival industry.

The business had been loss-making in recent years and with the
impact of the Covid-19 pandemic, especially on the Edinburgh
Festival, the company experienced severe cashflow difficulties and
was unable to keep up creditor payments, PrintWeek relays, citing
the administrator's proposal report.

The business was initially given a lifeline with the government's
Covid-19 financial business support, but with restrictions extended
longer than expected, Ink on Paper's client base was severely
impacted, PrintWeek recounts.  As such, the directors filed a
notice of their intention to appoint Tom MacLennan and Chad Griffin
of FRP Advisory on Oct. 27, PrintWeek discloses.

Due to cashflow problems the business could not continue trading,
and insolvency and cessation of business was considered to be the
only option, PrintWeek states.

According to the administrator's report Ink on Paper owed
GBP202,000 to lease companies including plant and equipment while
owned assets amounted to GBP13,000, PrintWeek notes.  Preferential
creditors would receive GBP12,000, according to PrintWeek.

Trade creditors were owed GBP215,000 and the overall estimated
deficiency was GBP475,000, PrintWeek discloses.

While it is estimated that secondary preferential creditors, which
includes HMRC, may receive partial reimbursement, there is likely
to be insufficient funds to cover any unsecured creditors,
according to PrintWeek.

After marketing the business to more than 400 parties, a deal for
GBP10,000 was struck with Dundee-based Winter & Simpson to acquire
the goodwill, customer records, design files and free access to
contact all past and present customers of Ink on Paper and access
to Ink on Paper's print management system, PrintWeek recounts.

The deal also includes Ink on Paper's trading name with branding
and logo, the inkonpaper.co.uk website and email address, the right
to use the existing telephone numbers and addresses, a small amount
of kit from the premises and all stock for customers and work in
progress, PrintWeek states.

NORD ANGLIA: Moody's Affirms B2 CFR & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Nord Anglia Education, Inc's B2
corporate family rating (CFR) and B2-PD probability of default
rating (PDR). Concurrently, Moody's has affirmed the B1 instrument
rating of the backed senior secured term loan due 2024 issued by
Fugue Finance B.V. The outlook on all ratings has been changed to
stable from negative.

RATINGS RATIONALE

The affirmation of Nord Anglia's B2 CFR with stable outlook
reflects Moody's expectation that the group will continue to reduce
its Moody's-adjusted leverage below 7.5x within the next 12 to 18
months, in line with the requirement for its B2 rating. Following
its good operating performance in fiscal year 2021, ended 31 August
2021, leading to an increase of Moody's-adjusted EBITDA by 16% to
$468 million, Nord Anglia's Moody's-adjusted leverage notably
declined to 8.7x from the very high level of 10.3x recorded in
fiscal year 2020. While in fiscal year 2021 its operations
continued to be disrupted by the lasting effects of the coronavirus
pandemic, Moody's expects Nord Anglia to continue its recovery into
fiscal year 2022, driven by student enrollment growth in the
high-single digits in percentage terms and normalised tuition fee
increases.

The rating action further reflects Nord Anglia's good liquidity
profile, with $628 million of cash on balance sheet at the end of
August 2021 and full access to its recently upsized and extended
$400 million revolving credit facility (RCF) with a maturity in
2024. Moody's further expects that Nord Anglia will be able to
generate good free cash flows, providing the group with a source of
funding for future acquisitions and limiting the need for
additional debt.

The B2 CFR further reflects (1) Nord Anglia's leading position as
one of the largest operators in the fragmented K-12 education
market, with a geographically diversified portfolio of 77 schools
in 31 countries with a focus on the premium segment; (2) the high
degree of revenue and cash flow visibility from committed student
enrollments and upfront fee collection; (3) the barriers to entry
through regulation, brand reputation and a purpose-built real
estate portfolio; and (4) the group's good liquidity profile.

Conversely, the CFR is constrained by (1) Nord Anglia's financial
policy with tolerance for high financial leverage; (2) the
historically weak free cash flow generation constrained by the
capacity expansion strategy; (3) the group's reliance on its
academic reputation and brand quality in a regulated environment;
and (4) its exposure to evolving regulatory and economic
environments in emerging markets.

ESG CONSIDERATIONS

Nord Anglia's ratings factor in certain governance considerations
such as the private ownership structure with the majority of shares
owned by a consortium led by the Canada Pension Plan Investment
Board and funds affiliated with Baring Private Equity Asia Group,
Inc. The ratings further reflect Nord Anglia's financial policy
which shows a record of high leverage and debt-funded growth. At
the same time Moody's notes the recent additional equity
contributions by the shareholders to finance acquisitions.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Nord Anglia
will be able to continue deleveraging towards 7.5x in fiscal year
2022, on the back of continued student enrollment and tuition fee
growth which will drive further EBITDA improvement. The outlook
further assumes that Nord Anglia is able to manage the regulatory
changes in China in a way that does not materially affect Nord
Anglia's local operations and ensure future profit contribution to
the group as the China Bilingual schools continue to ramp up.

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

An upgrade is unlikely in the near term considering the still high
leverage, but upward rating pressure on the ratings could occur if
Moody's-adjusted Debt/EBITDA sustainably decreases below 6.5x, Free
Cash Flow/Debt is sustained above 5%, while maintaining a good
liquidity profile.

The rating could be downgraded if Nord Anglia is not able to
organically grow its revenue and EBITDA, Moody's-adjusted
Debt/EBITDA fails to sustainably decrease to around 7.5x, free cash
flow turns materially negative or liquidity deteriorates. Any
material negative impact from a change in any of the schools'
regulatory approval status could also lead to a downgrade.

LIQUIDITY PROFILE

Moody's considers Nord Anglia's liquidity profile to be good. On 31
August 2021, the group had $628 million of cash on balance sheet
and access to the fully undrawn $400 million RCF, which was
recently increased by $55 million and extended to September 2024.

The RCF is subject to a springing net first-lien leverage covenant
which is set at 7.0x and tested quarterly when the RCF is drawn
down for more than 35%. At the end of August 2021, the company had
sufficient headroom under the covenant and Moody's expects this to
continue to be the case going forward.

STRUCTURAL CONSIDERATIONS

The B1 instrument rating of the backed senior secured first-lien
term loan due 2024 is one notch above the B2 CFR and reflects the
priority position of this facility ahead of the second-lien loans
and non-debt liabilities such as leases and trade payables.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Nord Anglia Education, Inc. is headquartered in London and operates
77 international premium schools in 31 countries across Asia,
Europe, the Middle East, and North and South America, with around
67,000 students ranging in level from preschool through secondary
school. Nord Anglia also provides outsourced education and training
contracts with governments and curriculum products through its
Learning Services division.

During the fiscal year ended August 2021, Nord Anglia generated
revenue of $1.5 billion. The group is owned by a consortium led by
the Canada Pension Plan Investment Board and funds affiliated with
Baring Private Equity Asia Group, Inc.


                           *********


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 * * *