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

                          E U R O P E

          Friday, January 14, 2022, Vol. 23, No. 5

                           Headlines



I R E L A N D

BARINGS EURO 2021-3: Fitch Rates Class F Tranche Final 'B-'
BARINGS EURO 2021-3: Moody's Rates EUR11.6MM Class F Notes 'B3'
BOSPHORUS CLO IV: Fitch Raises Class F Notes Rating to 'B+'
CIFC EUROPEAN III: Fitch Raises Class F Notes Rating to 'B+'
DRYDEN 32 2014: Fitch Raises Class F-R Notes to 'B+'

INVESCO EURO VII: Fitch Assigns Final B- Rating to Class F Notes
INVESCO EURO VII: Moody's Rates EUR12MM Class F Notes 'B3'
NEWHAVEN II: Fitch Raises Class F-R Notes to 'B'


I T A L Y

RIMINI BIDCO: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable


L U X E M B O U R G

INTELSAT SA: Moody's Assigns 'B3' CFR & Rates New Loans 'Ba3/B3'


N E T H E R L A N D S

ADRIA MIDCO: Moody's Rates New Sr. Secured Notes B2, Outlook Stable
[*] NETHERLANDS: 1,536 Companies Declared Bankrupt in 2021


S P A I N

FLUIDRA SA: Moody's Assigns Ba2 Rating to New Term Loans


S W I T Z E R L A N D

COVIS MIDCO 2: Moody's Assigns 'B2' CFR, Outlook Stable
PEACH PROPERTY: S&P Withdraws 'BB-' Long-Term Issuer Credit Rating


U N I T E D   K I N G D O M

ARCADIA: Unsecured Creditors Likely to Get 10p-15p in the Pound
BULB ENERGY: Risky Hedging Strategy Prompted Collapse
CARILLION: Auditors Opted to Forge Documents to Avoid Criticism
CASTELL 2020-1: S&P Ups Rating on Class F-Dfrd Notes to 'BB (sf)'
IRIS DEBTCO: Moody's Lowers CFR to B3, Outlook Stable

MICRO FOCUS: Moody's Rates New Term Loans 'B1', Outlook Negative
SANDWELL COMMERCIAL 1: Fitch Lowers Class E Notes Rating to 'Dsf'
SEADRILL LTD: Unit Files for Bankruptcy in Texas Court
[*] UK: More Scottish Businesses Likely to Fold in First Half

                           - - - - -


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

BARINGS EURO 2021-3: Fitch Rates Class F Tranche Final 'B-'
-----------------------------------------------------------
Fitch Ratings has assigned Barings Euro CLO 2021-3 DAC final
ratings.

     DEBT                  RATING              PRIOR
     ----                  ------              -----
Barings Euro CLO 2021-3 DAC

A XS2409286635       LT AAAsf   New Rating    AAA(EXP)sf
B-1 XS2409286809     LT AAsf    New Rating    AA(EXP)sf
B-2 XS2409287013     LT AAsf    New Rating    AA(EXP)sf
C XS2409287286       LT Asf     New Rating    A(EXP)sf
D XS2409287443       LT BBB-sf  New Rating    BBB-(EXP)sf
E XS2409287799       LT BB-sf   New Rating    BB-(EXP)sf
F XS2409287955       LT B-sf    New Rating    B-(EXP)sf
Subordinated Notes   LT NRsf    New Rating    NR(EXP)sf
XS2409288177

TRANSACTION SUMMARY

Barings Euro CLO 2021-3 DAC is a securitisation of mainly senior
secured loans (at least 90%) with a component of senior unsecured,
mezzanine, and second-lien loans. The note proceeds have been used
to fund an identified portfolio with a target par of EUR400
million. The portfolio is managed by Barings (U.K.) Limited. The
CLO envisages a 4.5-year reinvestment period and an 8.5-year
weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 24.5.

Strong Recovery Expectation (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 63.6%

Diversified Portfolio (Positive): At closing, the matrices,
including the forward matrix, which is set at one year after
closing, are based on a top 10 obligors limit of 20%, and maximum
fixed-rate asset limits of 7.5% and 15.0%, respectively. The
manager can elect the forward matrix at any time one year after
closing if the aggregate collateral balance is at least above the
target par.

The transaction also includes various concentration limits,
including the maximum exposure to the three largest (Fitch-defined)
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

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

Cash-flow Modelling (Neutral): The WAL used for the transaction
stress portfolio and matrices analysis is 12 months less than the
WAL covenant to account for structural and reinvestment conditions
after the reinvestment period, including the satisfaction of the OC
tests and Fitch 'CCC' limit, together with a linearly decreasing
WAL covenant. In Fitch's opinion, these conditions would reduce the
portfolio's effective risk horizon during a stress period.

RATING SENSITIVITIES

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

-- A 25% increase of the mean default rate (RDR) across all
    ratings and a 25% decrease of the recovery rate (RRR) across
    all ratings would result in a downgrade of up to four notches.

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

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

-- A 25% reduction of the mean RDR across all ratings and a 25%
    increase in the RRR across all ratings would result in up to
    two notches upgrade across the structure except for 'AAA'
    rated notes, which are at the highest rating on Fitch's scale
    and cannot be upgraded.

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Barings Euro CLO 2021-3 DAC

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

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

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

BARINGS EURO 2021-3: Moody's Rates EUR11.6MM Class F Notes 'B3'
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to debt issued by Barings Euro CLO
2021-3 Designated Activity Company (the "Issuer"):

EUR248,000,000 Class A Senior Secured Floating Rate Notes due 2034,
Definitive Rating Assigned Aaa (sf)

EUR24,500,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

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

EUR24,500,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2034, Definitive Rating Assigned A2 (sf)

EUR28,250,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2034, Definitive Rating Assigned Baa3 (sf)


EUR20,950,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2034, Definitive Rating Assigned Ba3 (sf)

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

RATINGS RATIONALE

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

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

Barings (U.K.) Limited ("Barings") 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 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 debt rated by Moody's, the
Issuer issued EUR 34,650,000 of Subordinated Notes which are not
rated.

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

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2021.

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

Par Amount: EUR 400,000,000

Diversity Score: 50

Weighted Average Rating Factor (WARF): 3040

Weighted Average Spread (WAS): 3.60%

Weighted Average Coupon (WAC): 3.75%

Weighted Average Recovery Rate (WARR): 43.50%

Weighted Average Life (WAL): 7.7 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.

BOSPHORUS CLO IV: Fitch Raises Class F Notes Rating to 'B+'
-----------------------------------------------------------
Fitch Ratings has upgraded Bosphorus CLO IV DAC's class B-1, B-2,
C, D, E, and F notes and affirmed the class A notes. The class B-1
through F notes have been removed from Under Criteria Observation
(UCO) and their Rating Outlook is revised to Positive from Stable.

    DEBT                RATING            PRIOR
    ----                ------            -----
Bosphorus CLO IV DAC

A XS1791749523     LT AAAsf   Affirmed    AAAsf
B-1 XS1791758433   LT AA+sf   Upgrade     AAsf
B-2 XS1791758789   LT AA+sf   Upgrade     AAsf
C XS1791753558     LT A+sf    Upgrade     Asf
D XS1791754879     LT BBB+sf  Upgrade     BBBsf
E XS1791755413     LT BB+sf   Upgrade     BBsf
F XS1791755504     LT B+sf    Upgrade     B-sf

TRANSACTION SUMMARY

Bosphorus CLO IV DAC is a cash flow CLO comprised of mostly senior
secured obligations. The transaction is actively managed by Cross
Ocean Adviser LLP and will exit its reinvestment period in June
2022.

KEY RATING DRIVERS

CLO Criteria Update and Cash Flow Modelling: The rating actions
mainly reflect the impact of the recently updated Fitch CLOs and
Corporate CDOs Rating Criteria and the shorter risk horizon
incorporated in Fitch's updated stressed portfolio analysis. The
analysis considered cash flow modelling results for the current and
stressed portfolios based on the Dec. 3, 2021 trustee report.

The rating actions are in line with the model implied ratings (MIR)
produced from Fitch's updated stressed portfolio analysis for all
classes. Fitch's updated analysis applied the agency's collateral
quality matrix specified in the transaction documentation. The
transaction has three matrices, based on a 5%, 7.5%, and 10% fixed
rate concentration limit. Fitch analyzed the matrices specifying
the 5% and 10% fixed rate concentration limits as the agency viewed
these as the most relevant. Fitch also applied a haircut of 1.5% to
the weighted average recovery rate (WARR) as the calculation of the
WARR in transaction documentation reflects an earlier version of
Fitch's CLO criteria.

The Stable Outlook on the class A notes reflects Fitch's
expectation that the class has sufficient levels of credit
protection to withstand potential deterioration in the credit
quality of the portfolio in stress scenarios commensurate with the
class's rating. The Positive Outlooks on the class B-1 through F
notes reflect that the transaction will exit its reinvestment
period within a year and is expected to begin deleveraging
thereafter.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 16.7%, and no obligor represents more than 2.4% of
the portfolio balance, as reported by the trustee.

Stable Asset Performance: The transaction metrics indicate stable
asset performance. The transaction is passing all coverage tests,
collateral quality tests, and portfolio profile tests. Exposure to
assets with a Fitch-derived rating (FDR) of 'CCC+' and below is
1.7% excluding non-rated assets as calculated by Fitch.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors in the 'B'/'B-' category. The
weighted average rating factor (WARF) as calculated by the trustee
was 33.9, which is below the maximum covenant of 34.0. The WARF, as
calculated by Fitch under the updated criteria, was 25.4.

High Recovery Expectations: Senior secured obligations comprise
99.4% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favorable than for
second-lien, unsecured and mezzanine assets. The Fitch WARR
reported by the trustee was 64.7%, against the covenant at 60.4%.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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

CIFC EUROPEAN III: Fitch Raises Class F Notes Rating to 'B+'
------------------------------------------------------------
Fitch Ratings has upgraded CIFC European Funding CLO III DAC's
class B-1, B-2, C, D, E and F notes and affirmed the class A notes.
The class B-1 through F notes have been removed from Under Criteria
Observation and all notes maintain a Stable Rating Outlook.

     DEBT               RATING            PRIOR
     ----               ------            -----
CIFC European Funding CLO III DAC

A XS2274529275     LT AAAsf   Affirmed    AAAsf
B-1 XS2274529861   LT AA+sf   Upgrade     AAsf
B-2 XS2274530448   LT AA+sf   Upgrade     AAsf
C XS2274531172     LT A+sf    Upgrade     Asf
D XS2274531768     LT BBB+sf  Upgrade     BBB-sf
E XS2274532147     LT BB+sf   Upgrade     BBsf
F XS2274532493     LT B+sf    Upgrade     Bsf

TRANSACTION SUMMARY

CIFC European Funding CLO III DAC is a cash flow CLO comprised of
mostly senior secured obligations. The transaction is actively
managed by CIFC Asset Management Europe Ltd and will exit its
reinvestment period in January 2025.

KEY RATING DRIVERS

CLO Criteria Update and Cash Flow Modelling: The rating actions
mainly reflect the impact of the recently updated Fitch CLOs and
Corporate CDOs Rating Criteria and the shorter risk horizon
incorporated in Fitch's updated stressed portfolio analysis. The
analysis considered cash flow modelling results for the current and
stressed portfolios based on the Nov. 30, 2021 trustee report.

The rating actions are in line with the model implied ratings
produced from Fitch's updated stressed portfolio analysis, which
applied the agency's collateral quality matrix specified in the
transaction documentation. The transaction has four matrices, based
on a 0% and 10% fixed rate concentration limit and 15% and 21% top
10 obligor concentration limit. Fitch analyzed the matrix
specifying the 10% fixed rate concentration limit and 21% top 10
obligor concentration limit as Fitch viewed it as most relevant.

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

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 14.4%, and no obligor represents more than 1.8% of
the portfolio balance, as reported by the trustee.

Stable Asset Performance: The transaction metrics indicate stable
asset performance. The transaction is passing all coverage tests,
collateral quality tests and portfolio profile tests. Exposure to
assets with a Fitch-derived rating of 'CCC+' and below is 1.8%
excluding non-rated assets as calculated by Fitch.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors in the 'B'/'B-' category. The
weighted average rating factor (WARF) as calculated by the trustee
was 33.0, which is below the maximum covenant of 33.5. The WARF, as
calculated by Fitch under the updated criteria, was 24.6.

High Recovery Expectations: Senior secured obligations comprise
97.1% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favorable than for
second-lien, unsecured and mezzanine assets. The Fitch WARR
reported by the trustee was 62.5%, against the covenant of 62.3%.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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

DRYDEN 32 2014: Fitch Raises Class F-R Notes to 'B+'
----------------------------------------------------
Fitch Ratings has upgraded Dryden 32 Euro CLO 2014 DAC's class
B-1-R, B-2-R, C-1-R, C-2-R, D-1-R, D-2-R, E-R and F-R notes and
removed them from Under Criteria Observation (UCO). Fitch also
affirmed the A-1-R and A-2-R notes. The Rating Outlook for the
upgraded classes was revised to Positive from Stable and the
Outlook on the 'AAAsf' rated classes remains Stable.

       DEBT               RATING            PRIOR
       ----               ------            -----
Dryden 32 Euro CLO 2014 B.V.

A-1-R XS1864488553   LT AAAsf   Affirmed    AAAsf
A-2-R XS1864488801   LT AAAsf   Affirmed    AAAsf
B-1-R XS1864489106   LT AA+sf   Upgrade     AAsf
B-2-R XS1864489445   LT AA+sf   Upgrade     AAsf
C-1-R XS1864489874   LT A+sf    Upgrade     Asf
C-2-R XS1864913196   LT A+sf    Upgrade     Asf
D-1-R XS1864490294   LT BBB+sf  Upgrade     BBBsf
D-2-R XS1864913519   LT BBB+sf  Upgrade     BBBsf
E-R XS1864490534     LT BB+sf   Upgrade     BB-sf
F-R XS1864490617     LT B+sf    Upgrade     B-sf

TRANSACTION SUMMARY

The transaction is a cash flow collateralized loan obligation
backed by a portfolio of mainly European leveraged loans and bonds.
The transaction is actively managed by PGIM Limited and will exit
its reinvestment period in November 2022.

KEY RATING DRIVERS

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

While the transaction has two Fitch collateral quality matrices,
Fitch's analysis was based on the matrix that the agency considered
as most relevant, based on current and historical portfolios for
this CLO. Fitch also applied a 1.5% haircut on the weighted average
recovery rate (WARR) as the calculation of the WARR in transaction
documentation is not in line with the latest CLO criteria.

The Positive Outlook reflects that the transaction will exit its
reinvestment period within a year and is expected to begin
deleveraging thereafter.

Deviation from Model-Implied Rating: The ratings for the class
B-1-R, B-2-R, D-1-R and D-2-R notes are one notch lower than their
respective model implied ratings; this deviation reflects the small
breakeven default rate cushion at the model-implied ratings, which
could erode if the portfolio's performance deteriorates. All other
classes were assigned ratings in line with their respective model
implied ratings.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The largest single issuer and
largest 10 issuers in the portfolio represent 2.78% and 21.29% of
the portfolio, respectively.

Stable Asset Performance: The transaction is passing all collateral
quality, portfolio profile and coverage tests as of November 2021.
Exposure to assets with a Fitch-derived rating of 'CCC+' and below
is reported by the trustee at 5.05%, compared with the 7.5% limit.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors to be at the 'B'/'B-' rating level. The trustee
calculated Fitch weighted-average rating factor (WARF) is at 33.65,
below the covenant maximum limit of 35.50. The Fitch calculated
WARF is at 25.36 after applying the recently updated Fitch CLOs and
Corporate CDOs Rating Criteria.

High Recovery Expectations: 92.7% of the portfolio comprises senior
secured obligations. Fitch views the recovery prospects for these
assets as being more favorable than for second-lien, unsecured and
mezzanine assets. The Fitch WARR of the current portfolio is
reported by the trustee at 62.70%, compared with the covenant
minimum of 62.35%.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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

INVESCO EURO VII: Fitch Assigns Final B- Rating to Class F Notes
----------------------------------------------------------------
Fitch Ratings has assigned Invesco Euro CLO VII DAC final ratings.

     DEBT                  RATING              PRIOR
     ----                  ------              -----
Invesco Euro CLO VII DAC

A XS2416564891       LT AAAsf   New Rating    AAA(EXP)sf
B-1 XS2416565195     LT AAsf    New Rating    AA(EXP)sf
B-2 XS2416565435     LT AAsf    New Rating    AA(EXP)sf
C XS2416565518       LT Asf     New Rating    A(EXP)sf
D XS2416565609       LT BBB-sf  New Rating    BBB-(EXP)sf
E XS2416566086       LT BB-sf   New Rating    BB-(EXP)sf
F XS2416566169       LT B-sf    New Rating    B-(EXP)sf
Subordinated Notes   LT NRsf    New Rating    NR(EXP)sf
XS2416566243

TRANSACTION SUMMARY

Invesco Euro CLO VII Designated Activity Company (the issuer) is an
arbitrage cash flow collateralised loan obligation (CLO) that will
be actively managed by Invesco CLO Equity Fund IV L.P. Net proceeds
from the issuance of the notes have been used to purchase a pool of
primarily secured senior loans and bonds with a component of
mezzanine obligations and high-yield bonds, totalling about EUR400
million. The transaction has a 4.5-year reinvestment period and a
nine-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 24.26.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 63.4%.

Diversified Portfolio (Positive): The transaction has matrices
corresponding to a top 10 largest obligor limit of 22.5% and
maximum fixed-rate asset limit of 10.0%. The transaction also
includes various concentration limits, including the maximum
exposure to the three largest (Fitch-defined) industries in the
portfolio at 43%. These covenants ensure that the asset portfolio
will not be exposed to excessive concentration.

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

The manager can change the collateral quality tests based on two
Fitch matrices: one effective at closing and one that can be
selected by the manager at any time from one year after closing as
long as the collateral balance (including defaulted obligations at
their Fitch collateral value) is above target par.

Cash Flow Modelling (Neutral): Fitch's analysis is based on a
stressed-case portfolio with an eight-year WAL. The WAL used for
the transaction's stressed-case portfolio was 12 months less than
the WAL covenant to account for structural and reinvestment
conditions after the reinvestment period, including passing the
over-collateralisation and Fitch WARF and 'CCC' limitation tests.

RATING SENSITIVITIES

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

-- A 25% increase of the mean default rate (RDR) across all
    ratings and a 25% decrease of the recovery rate (RRR) across
    all ratings would result in downgrades of up to four notches
    cross the structure.

-- Downgrades may occur if the build-up of the notes' credit
    enhancement following amortisation does not compensate for a
    large loss expectation than initially assumed due to
    unexpected high levels of default and portfolio deterioration.

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

-- A 25% reduction of the mean RDR across all ratings and a 25%
    increase in the RRR across all ratings would result in an
    upgrade of no more than four notches across the structure,
    apart from the class A notes, which are already at the highest
    rating on Fitch's scale and cannot be upgraded.

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Invesco Euro CLO VII DAC

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

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

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

INVESCO EURO VII: Moody's Rates EUR12MM Class F Notes 'B3'
----------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Invesco Euro CLO
VII DAC (the "Issuer"):

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

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

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

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

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

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

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

RATINGS RATIONALE

The rationale for the rating is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in our 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 five-month ramp-up period in compliance with the
portfolio guidelines.

The effective date determination requirements of this transaction
are weaker than those for other European CLOs because (i) full par
value is given to defaulted obligations when assessing if the
transaction has reached the expected target par amount and (ii)
satisfaction of the Caa concentration limit is not required as of
the effective date. Moody's believes that the proposed treatment of
defaulted obligations can introduce additional credit risk to
noteholders since the potential par loss stemming from recoveries
being lower than a defaulted obligation's par amount will not be
taken into account. Moody's also believes that the absence of any
requirement to satisfy the Caa concentration limit as of the
effective date could give rise to a more barbelled portfolio rating
distribution. However, Moody's concedes that satisfaction of (i)
the other concentration limits, (ii) each of the par coverage test
and (iii) each of the collateral quality test can mitigate such
barbelling risk. As a result of introducing relatively weaker
effective date determination requirements, the CLO notes'
outstanding ratings could be negatively affected around the
effective date, despite satisfaction of the transaction's effective
date determination requirements.

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

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR34,450,000 of Subordinated Notes which are not
rated.

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

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2021.

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

Par Amount: EUR 400,000,000

Diversity Score: 42

Weighted Average Rating Factor (WARF): 3000

Weighted Average Spread (WAS): 3.80%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 43.25%

Weighted Average Life (WAL): 8.0 years

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

NEWHAVEN II: Fitch Raises Class F-R Notes to 'B'
------------------------------------------------
Fitch Ratings has upgraded Newhaven II CLO DAC's class B-1-R to F-R
notes, removed them from Under Criteria Observation (UCO). The
Outlook on the class B-1-R to F-R notes is Positive.

       DEBT                RATING            PRIOR
       ----                ------            -----
Newhaven II CLO DAC

A-1-R XS1767787333    LT AAAsf   Affirmed    AAAsf
A-2-R XS1769793990    LT AAAsf   Affirmed    AAAsf
B-1-R XS1767788067    LT AA+sf   Upgrade     AAsf
B-2-R XS1767788810    LT AA+sf   Upgrade     AAsf
C-R XS1767789461      LT A+sf    Upgrade     Asf
D-R XS1767790394      LT BBB+sf  Upgrade     BBBsf
E-R XS1767789974      LT BB+sf   Upgrade     BBsf
F-R XS1767790121      LT Bsf     Upgrade     B-sf

TRANSACTION SUMMARY

Newhaven II CLO DAC is a cash flow CLO mostly comprising senior
secured obligations. The transaction is actively managed by Bain
Capital Credit, Ltd. and will exit its reinvestment period on 16
February 2022.

KEY RATING DRIVERS

CLO Criteria Update: The rating actions mainly reflect the impact
of Fitch's recently updated CLOs and Corporate CDOs Rating Criteria
and the shorter risk horizon incorporated in Fitch's stressed
portfolio analysis. The analysis considered modelling results for
the current and stressed portfolios. The stressed portfolio
analysis is based on Fitch's collateral quality matrix specified in
the transaction documentation and underpins the model-implied
ratings (MIRs) in this review.

The transaction has one matrix, with a top-10 obligor concentration
of 18% and a fixed-rate obligation limit of 10%. When analysing the
matrix, Fitch applied a haircut of 1.5% to the weighted average
recovery rate (WARR) as the calculation in the transaction
documentation is not in line with the latest CLO criteria.

As a result, the class B-1-R to F-R notes have been upgraded by one
notch and the class A-1-R and A-2-R notes have been affirmed, in
line with their MIRs. These rating actions reflect the criteria
update, stable transaction performance, and a shorter risk horizon
incorporated into Fitch's stressed portfolio analysis.

The Positive Outlooks on the class B-1-R to F-R notes reflect
expected deleveraging once the transaction exits its reinvestment
period within a year.

Stable Asset Performance: The transaction's metrics indicate stable
asset performance. As of the 2 November 2021 trustee report, the
aggregate portfolio amount adjusted for trustee-reported recoveries
on defaulted assets was 1.6%, under the original target par amount.
The transaction passed all collateral-quality, coverage and
portfolio-profile tests. Exposure to assets with a Fitch-derived
rating of 'CCC+' and below (excluding non-rated assets) is 6.4% as
calculated by Fitch.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at the 'B'/'B-' level. The
weighted average rating factor (WARF) as calculated by the trustee
was 33.5, which is below the maximum covenant of 35. Fitch
calculates the WARF at 24.8 under its updated criteria.

High Recovery Expectations: Senior secured obligations comprise
98.4% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top- 10 obligor
concentration is 12.63%, and no obligor represents more than 1.7%
of the portfolio balance as calculated by Fitch.

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

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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



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

RIMINI BIDCO: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Italy-Based Rimini Bidco SpA (Reno de Medici). S&P also assigned
a 'B' issue rating to the EUR445 million notes due 2026.

The stable outlook indicates that S&P forecasts RDM will generate
modest free operating cash flow (FOCF) and will reduce its S&P
Global Ratings-adjusted debt-to-EBITDA ratio to about 5.5x-6.0x
during the next 12 months. That said, S&P anticipates negative FOCF
and high debt leverage of above 10.0x in 2021.

Private equity firm Apollo Global Management has obtained full
ownership of recycled paper board producer Reno de Medici (RDM).
Apollo financed the acquisition by issuing sustainability-linked
five-year, senior secured, floating-rate notes for EUR445 million
through Rimini Bidco SpA. It also raised a EUR75 million revolving
credit facility (RCF).

S&P said, "Our ratings on RDM are supported by its leading market
positions, exposure to fairly stable end-markets and low capital
expenditure (capex) needs. RDM has strong market positioning in the
white-lined chipboard and solidboard markets. It also sells more
than 60% of its products to the noncyclical food industry, which is
fairly stable and still growing, albeit at a modest pace. In our
view, the trend toward improved sustainability could benefit the
company by encouraging the use of recycled fibers instead of virgin
fibers or other substrates for some packaging products. We consider
that RDM has a well-invested and streamlined asset base, and
relatively low maintenance capex needs."

RDM operates without long-term contracts with its customers, which
explains the lack of indexation to changes in raw material prices.
While RDM has usually been able to pass higher input costs on to
customers, the time lag has depended on its order backlog. This has
historically resulted in some exposure to changes in raw material
prices and a certain degree of volatility in EBITDA margins.

S&P said, "Our business risk profile is undermined by RDM's lack of
vertical integration, limited scale, and high reliance on Europe in
terms of revenue and asset base. Our assessment also reflects the
commoditized nature of the products and RDM's modest profitability,
compared to peers in the forest and paper products industry.

"RDM's financial risk profile is based on its credit metrics and
its financial sponsor ownership. We anticipate debt to EBITDA of
about 10.5x-11.0x and funds from operations (FFO) to debt of about
4.0%-4.5% at year-end 2021, following input price increases that
RDM passes on to customers with a lag. In calculating S&P Global
Ratings-adjusted debt, we include about EUR45 million of factoring
liabilities, EUR33 million of pension liabilities, and EUR16
million of operating leases. We forecast that adjusted leverage
will decrease to about 5.5x-6.0x by year-end 2022 as pricing trends
for recovered paper normalize, which will support an improvement in
profitability. Similarly, we expect that FFO to debt will improve
to about 10.0%-11.0% by the end of 2022. We also factor into our
financial risk profile assessment that RDM is controlled by a
financial sponsor. In our experience, financial sponsors typically
follow aggressive financial strategies that include debt-funded
shareholder returns or large acquisitions.

"We forecast the decline in FOCF in 2021 will be temporary. The
spike in recycled paper and energy costs in 2021 has undermined
profitability and FOCF generation. RDM successfully implemented
five price increases in 2021, but with an average time lag of three
months, which eroded the company's profitability in that year.
COVID-19-related restrictions caused a shift in capex in 2020 and
into 2021, which also weighed on FOCF. Accordingly, we forecast
negative FOCF of about EUR10 million–EUR15 million in 2021
(compared with positive FOCF of EUR53 million in 2020). As
profitability recovers due to a normalization in input costs trends
in 2022, we expect FOCF to improve to about EUR15 million-EUR20
million.

"The ratings are in line with the preliminary ratings we assigned
on Nov. 23, 2021, following the close of the transaction and our
review of the final documentation.

"The stable outlook indicates that we forecast RDM will generate
positive, but modest, FOCF and will reduce its adjusted leverage to
about 5.5x-6.0x during the next 12 months. That said, we anticipate
negative FOCF and high debt leverage above 10.0x in 2021."

S&P could lower the rating if

-- FOCF was negative on a sustained basis;

-- Leverage remained above 7x; or

-- S&P's assessment of RDM's financial policy indicated that there
was an elevated risk of leverage increasing as a result of
aggressive shareholder strategies, such as large debt-funded
acquisitions or dividend payments.

S&P could raise the rating if:

-- Debt to EBITDA decreased below 5x on a sustained basis;

-- RDM sustainably generated material FOCF; and

-- The group's financial policy supported such credit metrics.

ESG credit indicators: E-2 S-2 G-3

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of RDM. We view
financial-sponsor-owned companies with highly leveraged financial
risk profiles as demonstrating corporate decision-making that
prioritizes the interests of the controlling owners, typically with
finite holding periods and a focus on maximizing shareholder
returns. Environmental factors have an overall neutral influence on
our credit rating analysis. As a producer of recycled paperboard,
mainly for the packaging industry, we believe the company benefits
from sustainability trends such as the gradual replacement of
plastic and the increasing awareness about recycled content in
packaging solutions. However, like peers in the industry, the
company's operations require significant energy consumption and
water usage, which have an environmental impact and make it subject
to potentially tighter environmental regulation."




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

INTELSAT SA: Moody's Assigns 'B3' CFR & Rates New Loans 'Ba3/B3'
----------------------------------------------------------------
Moody's Investors Service assigned ratings to Intelsat S.A.
("Intelsat"), consisting of a B3 corporate family rating (CFR),
B3-PD probability of default rating (PDR), Ba3 rating to the
proposed senior secured revolving credit facility, and B3 ratings
to the proposed senior secured term loan B and senior secured
notes. Intelsat's main operating company, Intelsat Jackson Holdings
S.A., is the borrower of the credit facilities and the issuer of
the notes. The outlook is stable for both Intelsat and Jackson.

On May 13, 2020, Intelsat and certain of its subsidiaries filed for
Chapter 11 bankruptcy protection in the US Bankruptcy Court.
Intelsat is expected to emerge from its Chapter 11 process in
Q1/2022 with $6.375 billion of debt, which will constitute about
40% of its pre-emergence debt. Intelsat plans to raise new $3.375
billion secured term loan B and $3 billion secured notes. Net
proceeds will be used to repay DIP amount outstanding, repay
secured and unsecured claims, and to pay fees and expenses. The
company will also put in a place a new $500 million secured
revolving credit facility that is not expected to be drawn at
close.

Assignments:

Issuer: Intelsat S.A.

  Corporate Family Rating, Assigned B3

  Probability of Default Rating, Assigned B3-PD

Issuer: Intelsat Jackson Holdings S.A.

  Senior Secured Super Priority Revolving Credit Facility, Assigned
Ba3
  (LGD1)

  Senior Secured Term Loan B, Assigned B3 (LGD4)

  Senior Secured Notes, Assigned B3 (LGD4)

Outlook Actions:

Issuer: Intelsat S.A.

  Outlook, Assigned Stable

Issuer: Intelsat Jackson Holdings S.A.

  Outlook, Assigned Stable

RATINGS RATIONALE

Intelsat's B3 CFR is constrained by: (1) Moody's expectation that
leverage (adjusted Debt/EBITDA) will start around 7x after emerging
from bankruptcy, until about $1 billion of C-band cost
reimbursements are received in 2022 and used to repay debt,
improving leverage towards 6x by the end of 2023; (2) continuing
pressure on revenue and EBITDA due to material structural shifts in
the fixed satellite services (FSS) sector, including elevated
business risk from evolving technology and an increasing supply of
satellites and new entrants; (3) lower margins relative to those of
FSS peers; and (4) negative free cash flow generation due to
incremental capital spending required to build replacement
satellites for its aged fleet in order to remain competitive. The
rating benefits from: (1) a leading market position in the FSS
sector; (2) relatively large scale and good but declining backlog;
(3) long track record of expertise with satellite and related
telecommunications technologies; and (4) good liquidity.

The revolving credit facility is rated Ba3, three notches above the
CFR, because of its senior ranking in the capital structure as well
as loss absorption provided by the term loan B and the notes. The
term loan B and the notes are rated B3, same as the CFR, because of
their junior ranking and that they constitute nearly all of the
company's debt capital.

As proposed, the revolver and term loan are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following: (1) incremental
debt capacity not to exceed the sum of (A) the greater of $1,070
million and 100% of Consolidated EBITDA; plus (B) an unlimited
amount as would not result in the first lien net leverage ratio
exceeding 3.5x (on a pari passu basis) or the secured net leverage
ratio exceeding 5.5x (on a junior basis). The maturity date of any
incremental term loan shall be no earlier than the latest maturity
date of existing term loan; (2) the borrower will be permitted to
designate any existing or subsequently acquired subsidiary as an
unrestricted subsidiary, subject to carve-out capacity and other
conditions including restrictions to be set forth in the Facilities
Documentation (including, but not limited to, restrictions on
transfers of C-band assets (prior to receipt of all Phase II C-band
proceeds and clearing cost payments), spectrum licenses, and
transponders to unrestricted subsidiaries); (3) only wholly-owned
subsidiaries are required to provide guarantees, raising the risk
of potential guarantee releases if they cease to be wholly-owned,
with no explicit protective provisions limiting such guarantee
releases; and (4) there are some limitations on up-tiering
transactions, including any amendments that would subordinate the
loans in security or contractual right of payment to any senior
indebtedness (including, in each case, any amendments that alter
the "super priority" status of the revolving credit facility) to
any other senior debt. The above are proposed terms and the final
terms of the credit agreement may be materially different.

Intelsat has low environmental risk. Satellite companies own
operational satellites as well as those that have lived out their
useful lives and have become space debris. Given the number of
satellites to be launched in the future, debris from nonoperational
satellites or damaged because of collisions will be costly for
operators. However, this risk is more pronounced for LEO
constellations.

Intelsat has moderate social risk. The company's network offerings
are integrated into the US and foreign government defense
activities. As a result of the classified or sensitive nature of
information it handles, a cyber breach could cause legal and
reputation issues, and increased operational costs.

Intelsat has high governance risk. The company's financial policy
in the past reflected its dependence on debt funding, which drove
its high leverage as EBITDA declined and free cash flow was not
available to repay debt or invest in the business due to high
interest payments. This led to the unsustainable capital structure
over several years and the Chapter 11 filing in May 2020. Intelsat
will emerge from Chapter 11 with still-high leverage and is
dependent on C-band spectrum proceeds in 2024 to deleverage to a
level that will allow it to invest in the business for future
growth.

Intelsat is expected to have good liquidity over the next 12 months
after emerging from Chapter 11. Sources will approximate $970
million while it will have uses of about $134 million in 2022.
Sources will include $466 million of post emergence cash and full
availability under its new $500 million revolving credit facility
due in 2027. Cash uses will comprise $34 million of term loan
repayment and about $100 million of expected negative free cash
flow through 2022, mainly due to capital spending to clear C-band
spectrum and to build new satellites. While Intelsat is expected to
receive cost reimbursements of about $1 billion in 2022 for
clearing C-band spectrum, Moody's has not included the proceeds in
the liquidity analysis as it will be used to repay debt rather than
to boost liquidity. The revolver will be subject to a springing
first lien leverage covenant when utilization hits a certain
threshold and Moody's does not expect the covenant to the
applicable in the next four quarters. Intelsat will have limited
flexibility to generate liquidity from asset sales.

The outlook is stable and is based on Moody's expectation that
despite declining revenue and EBITDA in certain segments, the
company will maintain good liquidity and reduce leverage towards 6x
by the end of 2023, supported by the use of C-band cost
reimbursement proceeds to repay debt.

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

The ratings could be upgraded if the company establishes a track
record of revenue and EBITDA growth (up 4% and down 24%
respectively for LTM Q3/2021), successfully constructs and launches
satellites for C-band spectrum transition, and sustains leverage
below 6x (pro forma 7.1x post emergence).

The ratings could be downgraded if liquidity becomes weak, if
revenue and EBITDA declines accelerate (up 4% and down 24%
respectively for LTM Q3/2021), or if leverage is sustained above 8x
(pro forma 7.1x post emergence).

Intelsat S.A., headquartered in Luxembourg and with administrative
offices in McLean, Virginia, is one of the leading fixed satellite
services operators in the world. The company's fleet consists of 52
geosynchronous satellites covering 99% of the Earth's population
and is complemented with terrestrial infrastructure. Revenue for
the twelve months ended September 30, 2021 was $2 billion.



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

ADRIA MIDCO: Moody's Rates New Sr. Secured Notes B2, Outlook Stable
-------------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to the proposed
EUR580 million guaranteed Fixed Rate Senior Secured Notes due 2030
and to the EUR400 million guaranteed Floating Rate Senior Secured
Notes due 2029 to be issued by United Group B.V. ("UG"), a fully
owned subsidiary of Adria Midco B.V. ("Adria" or "Adria Midco").
The outlook is stable.

Proceeds from this debt issuance, together with cash on balance
sheet, will be used to repay the Bridge Facilities signed to
finance the acquisition of Wind Hellas for an enterprise value of
around EUR1.0 billion, including associated transaction costs. The
acquisition is expected to close on January 12, 2022.

Leverage post transaction will increase by around 0.3x, leading to
a Moody's adjusted gross debt/EBITDA ratio of 6.0x by 2022, leaving
the company weakly positioned in the B2 rating category. However,
this is offset by the strategic rationale of the acquisition, which
leads to increased scale and geographic diversification, and the
potential synergies to be achieved from the integration of Wind
Hellas into Adria Midco.

RATINGS RATIONALE

Adria Midco's B2 rating reflects (1) the company's strong operating
performance, with well-established market positions in all its core
countries of operation, and its good brand recognition; (2) the
considerable improvement in its scale, and its geographical and
business diversification, following significant acquisitions
announced in 2020/21; (3) the company's well-invested and fully
owned networks; and (4) its positive track record of integrating
acquired companies.

The rating also acknowledges (1) the company's high leverage, with
Moody's-adjusted gross debt/EBITDA estimated at around 6.0x in 2022
(pro forma for the acquisition of Wind Hellas), although Moody's
expects that this ratio will improve towards 5.5x by 2023; (2) the
lack of material free cash flow (FCF) generation because of high
capital spending and recurrent dividend outflows to service the PIK
notes' interests at the Summer BidCo B.V. (Summer BidCo) level,
outside the restricted group defined by the lenders of Adria; (3)
Adria's geographical concentration within the Southeastern European
region; and (4) the company's ongoing acquisitions, which preclude
from significant deleveraging and expose the issuer to execution
risks in the integration of these assets.

LIQUIDITY

As of September 2021, the company had cash and cash equivalents of
around EUR107 million proforma for the transaction and access to a
fully undrawn EUR325 million super senior RCF ("SSRCF") due 2025
and to around EUR170 million of local bilateral lines of which
EUR74 million are drawn. The company will not have any material
debt maturities until 2024 when the EUR525 million guaranteed
senior secured global notes mature. The super senior RCF contains
one leverage-based maintenance covenant of 9.5x Net Debt to
Consolidated EBITDA tested on a quarterly basis.

STRUCTURAL CONSIDERATIONS

Adria Midco is the top company within the restricted group and the
reporting entity for the consolidated group. Its subsidiary UG is
the issuer of the rated notes and also one of the original
borrowers under the company's €325 million SSRCF.

Only EUR439 million of the EUR980 million fixed and floating
guaranteed senior secured notes due 2029 and 2030 will benefit from
Wind Hellas' guarantees (under Greek corporate law, the guarantee
is limited to the Wind Hellas refinancing indebtedness). However,
under the equalisation provisions contained in the intercreditor
agreement, all the rated notes will be entitled on a pro rata basis
to any proceeds in an enforcement scenario. Therefore, because
there will be equalisation of the position of all the notes, all
the notes rank at the same level in the waterfall of claims.

The SSRCF ranks ahead in an enforcement scenario. It shares a
guarantee and security package with the rated senior secured notes.
In addition, the SSRCF (but not the senior secured notes) is
secured on Serbian assets and receives guarantees from Serbian
subsidiaries.

Consequently, the SSRCF ranks first and the senior secured notes
second in the waterfall of claims, together with the local
bilateral lines of €170 million in aggregate, and Adria's trade
payables. Given the limited weight of the SSRCF ranking ahead of
the guaranteed senior secured notes, the notes are rated B2, at the
same level as the CFR.

In addition, EUR495.5 million outstanding PIK notes (unrated) have
been issued at the holding company, Summer BidCo, outside of the
restricted group defined by the lenders of Adria.

RATIONALE FOR STABLE OUTLOOK

The company is weakly positioned in the B2 category, with estimated
pro forma leverage of around 6.0x by year end 2022. The stable
outlook reflects Moody's expectation that the company will
successfully integrate recent acquisitions and reduce leverage
below 5.5x in 2023, supported by its sound operating performance
with strong revenue and EBITDA organic growth.

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

Downward pressure on the rating may arise if Adria's gross
Debt/EBITDA ratio (Moody's definition) is maintained well above
5.5x on a sustained basis. Downward rating pressure could also
arise if the company's liquidity profile deteriorates.

Conversely, upward pressure may arise if the company reduces its
leverage so that its gross Debt/EBITDA ratio (Moody's definition)
falls well below 4.5x and demonstrates its capacity to generate
adjusted positive FCF/debt (Moody's definition) on a sustainable
basis. However, the PIK instrument outside of the restricted group
represents an overhang for Adria, as it could be refinanced within
the restricted group once sufficient financial flexibility
develops. Therefore, the PIK instrument could limit upward rating
pressure in the future.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: United Group B.V.

  BACKED Senior Secured Regular Bond/Debenture, Assigned B2

COMPANY PROFILE

Headquartered in the Netherlands, Adria is one of the leading
telecommunications and media operators in Southeast Europe. Active
in eight countries, the company has approximately 15.2 million
users pro forma for acquisitions. BC Partners owns approximately
56% of the company, senior management approximately 42% and the
EBRD approximately 2%. In the last 12 months ending in September
2021, the company generated EUR2,536 million of revenues and
adjusted EBITDA of €969 million pro forma for acquisitions.


[*] NETHERLANDS: 1,536 Companies Declared Bankrupt in 2021
----------------------------------------------------------
NL Times, citing Statistics Netherlands, reports that 1,536
companies were declared bankrupt in 2021.  That number was only
slightly lower in 1990 at 1,527, NL Times notes.

The stats office has been keeping track of this data since 1981.

The number of bankruptcies fell in almost all sectors of industry,
NL Times discloses.

Most bankruptcies happened in trade, but that is also the sector
with the most companies, NL Times states.

The number of bankruptcies in the catering industry more than
halved last year compared to a year earlier, NL Times relays.  In
2020, the catering industry still had to deal with the most
substantial increase in bankruptcies of all sectors, NL Times
recounts.  At the start of the coronavirus crisis, relatively many
businesses went bankrupt, NL Times notes.

The number of bankruptcies in December decreased compared to the
previous month, NL Times relates.  According to preliminary figures
from Statistics Netherlands, the courts declared 137 bankruptcies
in companies and institutions, excluding sole proprietorships, NL
Times notes.

That is 30 fewer than in November, NL Times says.  In that month,
the number of bankruptcies rose sharply, although the number was
still a lot lower than before the coronavirus crisis, NL Times
discloses.

The number of declared bankruptcies was highest in May 2013, at 816
companies and institutions, NL Times notes.  After that, the number
decreased until August 2017, NL Times states.  Subsequently, the
number of bankruptcies remained relatively stable until mid-2020.
Since then, the number of bankruptcies has decreased, according to
NL Times.  Last August, the number of bankruptcies reached their
lowest level in over 30 years and remained low in subsequent
months, NL Times recounts.




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

FLUIDRA SA: Moody's Assigns Ba2 Rating to New Term Loans
--------------------------------------------------------
Moody's Investors Service has assigned Ba2 ratings to the proposed
USD750 million backed senior secured term loan (TL) issued by
Zodiac Pool Solutions LLC and the EUR450 million backed senior
secured TL issued by Fluidra Finco, S.L.U, wholly owned
subsidiaries of Fluidra S.A.'s (Fluidra or the company).
Concurrently, Moody's has assigned a Ba2 rating to the proposed
EUR450 million guaranteed senior secured revolving credit facility
(RCF) issued by Fluidra S.A. The outlook on all ratings is stable.

Proceeds from the proposed 7-year USD750 million (EUR650 million
equivalent) TL and 7-year EUR450 million TL will be used to
refinance the company's EUR705 million equivalent existing backed
senior secured term loan B (TLB), EUR167 million drawings under its
Asset-based Lending (ABL) and RCF as well as EUR79 million of other
debt. The company also plans to upsize the RCF from EUR130 million
to EUR450 million and extend its maturity to 5 years while
cancelling its existing USD230 million ABL facility.

RATINGS RATIONALE

The proposed refinancing is expected to result in a 0.3x increase
in the company's leverage (measured as Moody's adjusted gross debt
to EBITDA). However, Moody's expects that Fluidra's sustained
earnings growth will continue over the next 12-18 months, resulting
in an improvement in credit metrics. Moody's expects the company's
financial leverage to remain at around 2.5x over the next 12-18
months, and Moody's adjusted EBITDA margins to rise to above 20%
going forward, well within the thresholds for the Ba2 rating.
Additionally, the maturity extension and RCF upsize is positive
from a liquidity perspective.

Fluidra's Ba2 corporate family rating (CFR) factors in the
company's material growth in scale since initial rating assignment
in 2018, its global footprint with a large multi-brand portfolio
and geographically diversified sales; healthy profitability and
cash flow generation, supported by synergies from the recent merger
with Zodiac Pool Solutions LLC, as well as by consistent pricing
power; balanced financial policy, including a net debt to EBITDA
target (as reported by the company) of 2.0x, which is broadly
equivalent to a Moody's adjusted gross leverage of 3.0x; and good
liquidity.

The rating remains constrained by Fluidra's relatively narrow
business focus as a pool equipment producer with a concentration on
the residential segment; its exposure to discretionary consumer
spending, although the large share of more resilient aftermarket
sales provides a degree of protection from the cyclicality of new
pool construction; and risks related to shareholder distributions
and medium-sized acquisitions, which constrain cash generation and
a reduction in financial leverage.

LIQUIDITY

Fluidra's liquidity is good, supported by (1) a cash balance of
EUR118 million as of the end of September 2021, (2) the expectation
of a solid free cash flow generation of minimum EUR80 million -
EUR100 million per annum, and (3) access to a EUR450 million RCF
following the proposed refinancing.

These liquidity sources will comfortably cover Fluidra's cash
needs, including the large intra-year working capital swings of up
to EUR200 million; capital spending of around EUR85-100 million,
(including operating lease adjustment); assumed annual acquisition
spending of up to EUR35 million (compared to around EUR500 million
in 2021 which includes the larger-than-average acquisition of CMP,
SRS Smith and Taylor Water Technologies); and dividend payments and
share buybacks averaging approximately EUR150 million annually in
2021-22. Following the proposed refinancing, Fluidra will not face
any significant debt maturities until 2029.

STRUCTURAL CONSIDERATIONS

The Ba2 ratings assigned to the TL and the RCF are in line with the
CFR, reflecting the fact that these facilities rank pari passu
among themselves and constitute most of Fluidra's debt. The TL and
the RCF benefit from a first-priority pledge over substantially all
of the group's tangible and intangible assets.

The TL and the RCF are guaranteed by Fluidra and each of its
material restricted subsidiaries. The RCF is subject to a springing
financial covenant based on the first-lien net leverage ratio,
tested only if the RCF is more than 40% drawn, against which
Moody's expects the company to retain ample capacity.

Moody's has assumed a 50% recovery rate in absence of any financial
maintenance covenant in the TL, which implies a probability of
default rating of Ba2-PD.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Fluidra's
credit metrics will remain strong over the next 12-18 months,
despite a progressive normalization of market demand post-pandemic,
on the back of continued efficiency improvements, pricing power and
favorable product mix.

The stable outlook also assumes that Fluidra will maintain a
balanced financial policy, whereby the already achieved net
leverage target of 2.0x will be prioritized over dividends, share
buybacks and acquisition spending.

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

Given that the company is already operating below its leverage
target of 2.0x, further upward pressure on the rating is more
limited. However, over time, upward pressure on the rating could
materialise if earnings growth and operating efficiency
improvements continue, combined with increased scale and business
diversification, leading to a Moody's adjusted gross debt to EBITDA
ratio below 2.0x on a sustained basis. A rating upgrade would also
require that a good liquidity is maintained.

Fluidra's ratings could be downgraded if operating performance
weakens as a result of a sustained deterioration in demand or
market position, such that Moody's adjusted gross debt to EBITDA
rises above 3x on a sustained basis. Negative pressure could also
materialise if the company fails to maintain a good liquidity
profile as a result of an aggressive M&A strategy or significantly
higher than-expected shareholder distributions.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Fluidra Finco, S.L.U

  BACKED Senior Secured Bank Credit Facility, Assigned Ba2

Issuer: Fluidra S.A.

  BACKED Senior Secured Bank Credit Facility (Local Currency),
  Assigned Ba2

Issuer: Zodiac Pool Solutions LLC

  BACKED Senior Secured Bank Credit Facility, Assigned Ba2

Outlook Actions:

Issuer: Fluidra Finco, S.L.U

  Outlook, Assigned Stable

Issuer: Zodiac Pool Solutions LLC

  Outlook, Changed To Stable From Ratings Withdrawn

COMPANY PROFILE

Headquartered in Sant Cugat del Valles, Spain, Fluidra is the
world's largest producer of pool equipment and wellness solutions
with a share of 18% of the global pool equipment market. The
company operates across 45 countries and has more than 5,500
employees. In 2020, Fluidra reported sales of EUR1.5 billion and
EBITDA of EUR317 million. The company's largest shareholders are
Fluidra's founding families (28.3%) and Rhône Capital (11.5%
stake), with the remaining shares in free float.




=====================
S W I T Z E R L A N D
=====================

COVIS MIDCO 2: Moody's Assigns 'B2' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
(CFR) and B2-PD probability of default rating (PDR) to
patent-protected and mature drugs provider Covis Midco 2 S.a r.l.
(Covis or the company) in the context of the group's refinancing of
its entire capital structure. Moody's has also assigned B2 ratings
to the proposed $350 million backed senior secured first-lien term
loan B and pari passu ranking $100 million backed senior secured
multicurrency revolving credit facility (RCF), maturing in 2027 and
for which Covis Finco S.a r.l. is the borrower. The outlook on both
entities is stable.

The rating assignments reflect:

-- A concentrated portfolio, with all top three products currently

    facing challenges

-- Moderately high Moody's adjusted leverage in the context of an
LBO

-- High margins and good cash conversion

RATINGS RATIONALE

"The rating assignments balance risks related to generic
competition, regulatory decisions and recovery from the pandemic
with supportive credit characteristics such as Covis' good market
positions and relatively high barriers to entry" says Frederic
Duranson, a Moody's Vice President -- Senior Analyst and lead
analyst for Covis. "At the same time, Covis will have a capital
structure to accommodate some of the above risks, amid solid cash
generation" Mr Duranson adds.

The B2 CFR reflects Covis' good positions in its chosen therapeutic
areas and indications, primarily Respiratory and Critical Care
(iron deficiency and preterm birth). They are generally growing
markets with lower generic penetration than other therapeutic
areas, in part due to development and manufacturing complexity
involving inhalers and injectable products. In addition, the
company's own salesforce in North America, which contributes over
half of revenue, provides good control on sales execution as
evidenced by Covis' success at growing inhaled corticosteroid
product Alvesco following its acquisition from AstraZeneca PLC (A3
negative) in 2017.

The projected Moody's adjusted leverage at closing at the end of
2021 will be moderately high in the context of an LBO, at 4.6x. At
the same time, Covis operates an asset-light business model which
results in high margins and cash conversion. Moody's adjusted
EBITDA margin will reduce to the low 40s in percentage terms in
2022 because Feraheme's revenue will decline significantly, as
explained below. Free cash flow (FCF) will also reduce as a result
but will remain very solid and above $80 million.

The B2 CFR is weakly positioned, however. The credit profile is
constrained by Covis' product concentration with the three largest
products in the portfolio generating over 60% of revenue. All three
currently face challenges: (i) Alvesco's performance declined as
respiratory volumes reduced during the pandemic and its recovery
may be further delayed by the current wave of infections, (ii) iron
deficiency treatment Feraheme is now facing generic competition
from Sandoz (part of Novartis AG, A1 stable) and its sales will
approximately halve in 2022, and (iii) an FDA advisory committee
has recommended that preterm birth prophylaxis Makena be removed
from the market due to lack of efficacy in a follow-up clinical
trial. Market removal is not part of Moody's base scenario mainly
because developments have been slow since the recommendation and
treatment alternatives are very limited. Feraheme's decline next
year will result in a worsening of credit metrics including a rise
in Moody's adjusted leverage to at least 5.5x and a reduction in
Moody's adjusted FCF generation to below $100 million.

While Moody's expects that metrics will remain broadly in line with
requirements for a B2 rating, the risks related to Makena revenue
will remain an overhang on the credit profile. Further credit
constraints include the rapid growth in business perimeter under
the Apollo ownership leading to a short track record. In addition,
significant restructuring results in a high level of EBITDA
adjustments and lower visibility on the recurring cost base and
ensuing level of earnings.

ESG CONSIDERATIONS

Governance factors that Moody's considers in Covis' credit profile
include the risk that the company will embark on material or
debt-funded acquisitions which would increase leverage or business
risk, for example before the AstraZeneca portfolio is fully
transitioned and its contributions to revenue and profits are
clear. In addition, the company's private equity ownership results
in tolerance for high leverage and exposes Covis' credit profile to
the risk of shareholder distributions.

Main social risks for Covis pertain to demographic and social
trends as payors seek to limit healthcare expenditure.
Nevertheless, any adverse impact from proposed drug pricing reforms
would be modest in light of the company's low exposure to Medicare
plans in the US, which does not exceed 10%.

Covis is also exposed to customer relations risks in the context of
legal proceedings regarding marketing practices for Makena in the
US. The company is also exposed to risks related to responsible
production as it does not directly operate its supply chain where
products are complex and this could give rise to product safety and
regulatory risks linked to manufacturing compliance.

LIQUIDITY

Moody's considers Covis' liquidity as adequate. The company is
expected to have a cash balance at the closing of the transaction
of $25 million and will generate strong free cash flow of at least
$80 million per annum. A new $100 million RCF, undrawn at closing,
also supports liquidity. Covis' debt documentation will be
covenant-lite with only one springing financial covenant, based on
net first lien secured leverage. It would be tested if the RCF is
drawn by more than 35% and headroom will be 35% at closing using an
adjusted EBITDA which already takes into account management's
decline expectation for 2022.

STRUCTURAL CONSIDERATIONS

The B2 ratings on the $350 million backed senior secured first lien
term loan B and $100 million RCF due 2027 are in line with the CFR,
reflecting the fact that they will rank pari passu with other
secured debt to be issued by Covis.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that Covis credit
metrics will deteriorate in the next 12 to 18 months before the
company returns to low single digit organic growth in revenue and
EBITDA from 2023. Good cash conversion and free cash flow
generation of at least $80 million per annum under the current
business perimeter support the stable outlook. The stable outlook
also assumes that Covis will not pursue material product or
business acquisitions or shareholder distributions in the next 12
to 18 months. Furthermore, the potential market removal of Makena
represents an event risk which is not formally factored into the
outlook.

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

The ratings could be upgraded if (i) risks associated with product
concentration significantly abate, including good mitigation of
generic entry on Feraheme, growth in the respiratory portfolio and
certainty that Makena will remain on the market with stable
revenues, and (ii) Covis maintains or grows Moody's adjusted EBITDA
from its 2021 level under the pro forma business perimeter and
Moody's adjusted gross debt to EBITDA reduces to around 4.0x on a
sustainable basis, and (iii) Covis generates free cash flow (FCF,
after royalties, interest and exceptional items) consistently above
$100 million with FCF/debt toward 15%, and (iv) the company does
not make any additional large product and business acquisitions or
shareholder distributions.

The ratings could be downgraded in case Covis' revenues and
earnings decline beyond 2022 including as a result of generic
competition on Feraheme and potential delays in the recovery of
Alvesco sales. Downward rating pressure could also arise if (i)
Moody's-adjusted debt/EBITDA rises toward 5.5x sustainably, (ii)
cash generation weakens such that FCF/debt decreases toward 5% and
liquidity weakens, (iii) Covis embarks upon additional large
product or business acquisitions before the AstraZeneca assets are
fully transitioned and consolidated in its accounts for a full 12
months, (iv) Makena is removed from the market or its share reduces
significantly.

CORPORATE PROFILE

Covis, headquartered in Zug (Switzerland) and Luxembourg, markets
and distributes patent-protected and mature drugs to treat chronic
disorders and life-threatening conditions in the respiratory and
critical care areas, with presence in over 50 countries. Founded in
2011 by management and Cerberus Capital, it was acquired by funds
affiliated with Apollo Global Management in March 2020. In the 12
months to 30 September 2021, Covis had revenue of around $590
million, including the assets recently acquired from AstraZeneca
PLC.

PEACH PROPERTY: S&P Withdraws 'BB-' Long-Term Issuer Credit Rating
------------------------------------------------------------------
S&P Global Ratings has withdrawn its 'BB-' long-term issuer credit
rating on Peach Property Group AG at the company's request. The
outlook was stable at the time of the withdrawal. At the same time,
S&P withdrew the 'BB' issue rating on the company's senior
unsecured notes due in 2023 and 2025.




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

ARCADIA: Unsecured Creditors Likely to Get 10p-15p in the Pound
---------------------------------------------------------------
Jonathan Eley at The Financial Times reports that unsecured
creditors in Arcadia are likely to receive a return of about
10p-15p in the pound against their outstanding claims, according to
the latest report from the administrators of the failed fashion
group.

However, they cautioned that the ultimate level of distributions to
unsecureds -- mostly suppliers, local authorities, utilities and
landlords -- would "depend on final asset realisations and the
level of creditor claims ultimately received", the FT states.

According to the FT, unsecured claims against Arcadia are estimated
at GBP17 million but this does not include the claims of HM Revenue
& Customs -- which will not rank as preferential because
administrators were appointed the day before so-called "crown
preference" began -- and the eventual total is likely to be
"substantially higher".

Arcadia was the holding company for Sir Philip Green's fashion
empire, which included brands such as Topshop, Burton, Miss
Selfridge, Dorothy Perkins and Wallis.

Deloitte was appointed administrator in November 2020 after the
prolonged first Covid-19 lockdown compounded difficult trading, the
FT recounts.  The firm's insolvency practice was subsequently sold
to Teneo, which continues to oversee the liquidation of the group,
the FT notes.

Although the administration was complex because of the number of
entities involved and the amount of intercompany indebtedness, the
high level of freehold property and the remaining brand value of
Topshop in particular meant asset realisations were considerable,
the FT discloses.

The prospects for creditors of other Arcadia group companies are
less certain, the FT says.  At TSTM Opco, operator of the Topshop
and Topman brands that were once the jewels in Green's retail
crown, Teneo would say only that "it is likely" unsecured creditors
will receive a dividend, according to the FT.


BULB ENERGY: Risky Hedging Strategy Prompted Collapse
-----------------------------------------------------
Michael O'Dwyer and Nathalie Thomas at The Financial Times report
that Bulb Energy, the failed UK supplier propped up by the biggest
state bailout since Royal Bank of Scotland more than a decade ago,
collapsed because it had a risky hedging strategy to manage
wholesale energy market volatility and ran out of credit lines as
prices surged, new documents show.

A report prepared by the administrators for Bulb's parent Simple
Energy, seen by the FT, also shows they have started talking to
potential advisers about a combined sales process for the two
companies.

The documents reveal crucial details about the events leading to
the collapse of Britain's seventh-biggest energy supplier in
November last year, the FT recounts.  With 1.6m customers, Bulb was
considered too big to rescue via normal energy industry processes
and is being supported in a "special administration" process on
behalf of the UK government with a taxpayer loan, initially of
GBP1.7 billion, the FT discloses.

Bulb had a six-month "rolling hedging policy" to manage against
wholesale price volatility, the report states, but as gas and
electricity prices soared in the summer and autumn of last year, it
had insufficient credit lines to hedge into 2022, the FT notes.

According to the FT, Martin Young, analyst at Investec, said the
documents showed Bulb had taken a "late" approach to hedging. Bulb
had just one tariff, which raised eyebrows among rivals because it
was often considerably cheaper than Britain's energy price cap,
which is reviewed every six months.

The report says Bulb began hedging its exposure for the fourth
quarter of last year in May but Young said a more prudent approach
would have been to start hedging for that period from February, the
FT relays.

He said taxpayers could end up paying "for the fact Bulb took risk
on board when they didn't have the financial wherewithal to tough
that risk out", the FT notes.

The company, founded in 2015 by former management consultant Hayden
Wood and ex-Barclays energy trader Amit Gudka, sought to raise
additional funds as early as May last year, the FT recounts.  In
September, its advisers at Lazard tried to find a buyer for the
supplier, the FT discloses.

But by mid-November all potential bidders had indicated they were
no longer willing to invest in or acquire Bulb "on a solvent
basis", the FT quotes the report saying.  Rivals including
Centrica, Ovo Energy and Octopus are known to have looked at Bulb
during the sales process although they are not mentioned in the
documents, the FT notes.

According to the FT, the documents show Interpath Advisory, the
administrator for Simple Energy, and Bulb's special administrator
Teneo have started talking to potential third-party advisers to run
a joint sales process for both companies because they see
"significant advantages to a combined sale approach".

Simple Energy employs the 855 staff required to run Bulb and also
owns its IT software and intellectual property, although Interpath
states in the report that it also has the right to sell its assets
via a standalone process, the FT discloses.

Simple Energy went into administration in November with GBP9.9
million of cash available in bank accounts, most of which was to
meet employee costs, the FT recounts.

The documents show it is owed GBP9.7 million by HM Revenue &
Customs for VAT refunds and is claiming another GBP3.9 million for
other tax payments, although part of this is disputed by
authorities, according to the FT.

Interpath said Bulb owed investment company Sequoia Economic
Infrastructure Income Fund about £55m when it was placed into
administration under loans guaranteed by Simple, the FT relates.
Sequoia, the FT says, has security over some of Simple's assets but
the administrators said they did not know yet whether there would
be a shortfall in the amount returned to the company.


CARILLION: Auditors Opted to Forge Documents to Avoid Criticism
---------------------------------------------------------------
Michael O'Dwyer at The Financial Times reports that a KPMG partner
and colleagues were motivated to forge documents and mislead
regulators because they wanted to avoid criticism over their audit
of Carillion as the outsourcer's finances deteriorated, the UK
accounting watchdog told a tribunal.

According to the FT, the allegations were made at an industry
tribunal where the Big Four accounting firm tried to distance
itself from the actions of its former staff and argued that there
was "no systemic problem" at the firm, which has been fined GBP27
million in the UK in the past three years.

The Financial Reporting Council has accused KPMG and six of its
former auditors of creating "forged" spreadsheets, meeting minutes
and other documents in response to questions from quality
inspectors in 2015 and 2017, the FT discloses.

The FRC claimed the auditors then passed off the "fabricated"
documents as if they had been created contemporaneously during
their audits of Carillion and another outsourcer Regenersis, the FT
notes.

On the second day of a five-week hearing, KPMG's barrister James
Brocklebank QC said the auditors had misled regulators, the FT
relays.  He said the audit group accepted vicarious liability for
their actions but the individuals' alleged dishonesty should not be
imputed to the firm, the FT notes.

According to the FT, KPMG took aim at its former auditors, saying
that "no ethical training was required to tell staff not to
lie . . . not to mislead the regulator and not to fabricate
audit documents".

Mr. Brocklebank, as cited by the FT, said: "What went wrong, if
indeed . . . things did go wrong, was the product of individual
conduct . . . There was no systemic problem."

Lawyers for the FRC focused on the auditors' motives for the
alleged dishonest creation of documents that would "paint a
flattering picture" of their work.

They said an GBP845 million provision in the accounts of Carillion
in July 2017 and the "parlous" state of its finances meant Peter
Meehan, lead partner on the outsourcer's audit, had a "reputational
and financial incentive, potentially, to avoid or mitigate
criticism . . . for the Carillion audit", the FT relates.

They added audit-quality grading was a factor in evaluating partner
performance and potentially affected their pay, the FT notes.

The watchdog argued auditors reporting to Mr. Meehan -- Alistair
Wright, Adam Bennett, Richard Kitchen and Pratik Paw -- also had
potential motives to avoid criticism and advance their careers,
according to the FT.



CASTELL 2020-1: S&P Ups Rating on Class F-Dfrd Notes to 'BB (sf)'
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Castell 2020-1
PLC's class B notes to 'AAA (sf)' from 'AA (sf)', class C-Dfrd
notes to 'AA+ (sf)' from 'A+ (sf)', class D-Dfrd notes to 'A (sf)'
from 'BBB (sf)', class E-Dfrd notes to 'BBB (sf)' from 'BB (sf)',
and class F-Dfrd notes to 'BB (sf)' from 'B (sf)'. At the same
time, S&P has affirmed its 'AAA (sf)' rating on the class A notes.

The rating actions on the class B to class F-Dfrd notes reflect
that the transaction has been amortizing sequentially since closing
in September 2020. This has resulted in increased credit
enhancement for the outstanding notes, most notably for the senior
and mezzanine notes. Based on the latest pool cutoff that we have
received, the pool factor has declined to 76%. S&P said, "Our
credit and cash flow results indicate that the available credit
enhancement for the class A notes continues to be commensurate with
the assigned rating. We have therefore affirmed our 'AAA (sf)'
rating on the class A notes."

S&P said, "Since closing, our weighted-average foreclosure
frequency (WAFF) assumptions have decreased very slightly at 'AAA',
but have increased at all other rating levels. This is due to an
increase in loan-level arrears of 1.81%, with an increase of 1.04%
in the 90+ days bucket.

"The weighted-average seasoning of the collateral pool has
increased to 33 months from 21 months, with an additional 12.3% of
the pool receiving some seasoning credit. Our weighted-average loss
severity (WALS) assumptions have decreased since closing, due to a
reduction in the weighted-average indexed current loan-to-value
(LTV) ratio to 63.3% from 64.2%. The reduction in the
weighted-average indexed current LTV ratio also has a small
positive effect on our WAFF assumptions as the LTV ratio applied is
calculated weighting 80% of the original LTV ratio and 20% of the
current LTV ratio."

Overall, credit coverage at the 'AAA' rating level has decreased
slightly since closing and has remained stable at the 'AA' rating
level, while credit coverage at all other rating levels has
increased over the same period.

  Credit Analysis Results

  RATING LEVEL   WAFF (%)   WALS (%)   CREDIT COVERAGE (%)

  AAA            26.90      89.71       24.14
  AA             18.80      85.30       16.04
  A              14.57      73.83       10.76
  BBB            10.55      63.44        6.69
  BB              6.30      54.23        3.42
  B               5.35      44.77        2.39

There are no counterparty constraints on the ratings on the notes
in this transaction. The replacement language in the documentation
is in line with S&P's counterparty criteria.

S&P said, "Given the current macroeconomic environment, we have
also considered the transactions ability to withstand higher
defaults and extended foreclosure timing assumptions. The assigned
rating on the class D-Dfrd notes is below the level indicated by
our standard cash flow analysis as they exhibit additional
sensitivity to extended recovery timing and higher defaults that
the other rated classes of notes do not."

Castell 2020-1 is a static RMBS transaction that securitizes a
portfolio of second-lien loans secured on properties in the U.K.


IRIS DEBTCO: Moody's Lowers CFR to B3, Outlook Stable
-----------------------------------------------------
Moody's Investors Service has downgraded IRIS Debtco Limited's
(IRIS or the company) corporate family rating (CFR) to B3 from B2
and its probability of default rating (PDR) to B3-PD from B2-PD.
Concurrently, Moody's has downgraded to B3 from B2 the instrument
rating on the backed senior secured term loan B, backed senior
secured acquisition capex facility (ACF) and backed senior secured
revolving credit facility (RCF) held by IRIS Bidco Limited. The
outlook on all ratings remain stable.

IRIS intends to secure a GBP75 million add-on term loan, fungible
into the existing GBP670 million backed senior secured term loan B.
The proceeds will be used to fully repay GBP40 million under the
company's RCF, add cash on balance sheet and pay associated fees
and expenses. Recent acquisitions of Every and AccountantsWorld
were funded through the drawdown of additional debt, including the
RCF.

"T[he] rating action reflects the significant increase in IRIS'
leverage on the back of the recently completed debt-funded
acquisitions, leading to a pro forma Moody's-adjusted leverage of
around 8x" says Luigi Bucci, Moody's lead analyst for IRIS.

"Current leverage levels are now higher than at the time of the
initial LBO in 2018, flagging a consistently aggressive financial
policy for the company" adds Mr. Bucci.

RATINGS RATIONALE

IRIS' B3 CFR mainly reflects the company's strong position in
certain niches of the UK software market, such as accountancy and
the education sector. IRIS' rating also benefits from the company's
(1) good product offering, which requires a deep understanding of
UK-specific laws and regulations; (2) high degree of recurring
revenue, with around 90% of its base coming from subscriptions; (3)
low customer attrition and diversified customer base; and (4) good
liquidity, underpinned by positive free cash flow (FCF).

Counterbalancing these strengths are the company's (1) high
Moody's-adjusted leverage after recent round of debt-funded
acquisitions; (2) still high exposure to the UK market, although
meaningfully reduced on the back of the company's strategy to
expand in North America; (3) persistent risk of debt-funded
acquisitions with high valuations, given IRIS' acquisitive nature;
and (4) material slowdown in pro forma EBITDA expansion because of
the coronavirus pandemic but also increased investments in acquired
businesses.

The downgrade of IRIS' ratings to B3 from B2 reflects Moody's
anticipation that IRIS' leverage levels will be higher than
previously expected over fiscals 2022-23, ending April, with
Moody's-adjusted leverage remaining well outside the levels
required for a B2 rating at around 7x-8x. Moody's notes that IRIS'
rating positioning in the B2 category had been weak since 2019
largely because of an aggressive debt-funded acquisition strategy
but also because of the effects of the coronavirus pandemic on the
company's financial performance. This has resulted in the company's
Moody's-adjusted leverage remaining consistently above 6.5x.

Moody's anticipates a continued operating performance recovery in
the remainder of fiscal 2022, leading to an organic revenue growth
of around 6%-7% over the year. Weak comparatives in fiscal 2021 for
Education and HCM together with pricing increases and growth of
cloud in the Accountancy segment will be the main growth drivers.
The rating agency expects IRIS to have a modestly lower growth rate
of around 5%-6% in fiscal 2023 as growth for Education and HCM is
likely to decelerate. Upside potential to the rating agency's
estimates persists because of the recent acquisitions in the North
American market presenting strong growth potential.

In terms of company-adjusted EBITDA, Moody's expects IRIS to post
growth rates moderately lower than those of its revenue in fiscals
2022-23, largely as a result of an acceleration in investments for
cloud and hosted product offerings, particularly, in the newly
acquired businesses.

Moody's forecasts that IRIS' FCF will be around GBP25 million-GBP30
million in fiscal 2022 before a broad recovery towards GBP40
million-GBP50 million in fiscal 2023 (fiscal 2021: GBP38 million).
This should translate into Moody's-adjusted FCF/debt of 4% and 5%
in fiscal 2022 and fiscal 2023, respectively (fiscal 2021: 6%).
IRIS' FCF in fiscal 2022 will be negatively affected by the
one-month extra interest rollover from fiscal 2021 and the step-up
in the payment of corporate tax liabilities.

Moody's expects a reduction in IRIS' Moody's-adjusted leverage
towards 7x by fiscal 2023, largely driven by a recovery in its
company-adjusted EBITDA (LTM October 2021 pro forma for the new
acquisitions: 8.1x). The company's Moody's-adjusted leverage in
fiscal 2023 will also benefit from the phasing out of a good
portion of the current contingent considerations. While the rating
agency expects IRIS to focus on the integration of recently
acquired companies over the next 12-18 months, downside risk to
these estimates still persists because of potential debt-funded M&A
with high valuations involved.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

In terms of governance, following the LBO in 2018, HgCapital Trust
plc and Intermediate Capital Group PLC are the main shareholders in
the business. Under the current structure, IRIS' financial policy
has been aggressive, with a strong focus on acquisitions. This is
evidenced by the takeover of FMP in 2019 together with the
subsequent ACF drawdown and the recent debt-funded acquisitions of
Every and AccountantsWorld which have brought IRIS'
Moody's-adjusted leverage substantially higher than the initial LBO
level.

LIQUIDITY

Moody's perceives IRIS' liquidity profile as good. As of the end of
October 2021, the company had available cash resources of GBP35
million (pro forma for the proposed transaction: GBP67 million)
after having fully drawn its GBP75 million ACF due September 2025.
IRIS retains access to a GBP40 million RCF (undrawn pro forma for
the proposed transaction) due in March 2025.

The company's RCF has a springing senior secured net leverage
covenant (10x) that will be tested only when the facility is drawn
by more than 40%. Moody's anticipates the headroom under the
covenant test to remain ample.

STRUCTURAL CONSIDERATIONS

The B3 instrument ratings of the backed senior secured term loan B,
the ACF and the RCF are in line with the CFR, reflecting the pari
passu capital structure of the company. While not included in
Moody's-adjusted metrics, the rating agency notes the presence of
PIK debt outside of the restricted group.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation of a step-up in
IRIS' operating performance over fiscals 2022-23 leading to a
gradual reduction in the company's Moody's-adjusted gross
debt/EBITDA within the next 12-18 months. The stable outlook is
also reliant on IRIS continuing to generate positive FCF and
maintaining adequate liquidity.

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

Whilst unlikely in light of the recent downgrade, upward pressure
on IRIS' rating could arise if: (1) its Moody's-adjusted leverage
reduces towards 6x; and (2) its Moody's-adjusted FCF/debt remains
in the solid mid-single digits in percentage terms on a sustained
basis.

Downward rating pressure could arise if IRIS': (1) operating
performance deteriorates, leading to a decline in EBITDA or
negative FCF; or (2) Moody's-adjusted leverage remains at around
8x; or (3) liquidity weakens.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: IRIS Bidco Limited

  BACKED Senior Secured Bank Credit Facility, Downgraded to B3
  from B2

Issuer: IRIS Debtco Limited

  Probability of Default Rating, Downgraded to B3-PD from B2-PD

  LT Corporate Family Rating, Downgraded to B3 from B2

Outlook Actions:

Issuer: IRIS Bidco Limited

  Outlook, Remains Stable

Issuer: IRIS Debtco Limited

  Outlook, Remains Stable

COMPANY PROFILE

Based in Langley (UK), IRIS provides business-critical software
solutions, such as those pertaining to accounting and tax, and
payroll and human resources, together with back-office applications
in the UK education sector. The group primarily provides solutions
to accountancy practices, payroll bureaus and SMBs in the UK, and
has more than 1,500 employees. In fiscal 2021, IRIS reported pro
forma revenue of GBP229 million and pro forma company-adjusted
EBITDA of GBP103 million.


MICRO FOCUS: Moody's Rates New Term Loans 'B1', Outlook Negative
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the proposed
$1,100 million and EUR442 million senior secured term loans due
2027 to be issued by Seattle Spinco, Inc. and MA FinanceCo., LLC,
respectively, the finance vehicles of Micro Focus International plc
(Micro Focus or the company). Concurrently, Moody's has assigned a
B1 instrument rating to MA FinanceCo., LLC recently amended $250
million senior secured revolving credit facility (RCF) due 2026.
Outlook on all ratings is negative.

Proceeds from the issuance, together with $15 million of available
cash on balance sheet, will be used to partially refinance an
equivalent amount under the outstanding debt due 2024 and pay fees
and expenses. The proposed transaction is leverage neutral and will
help Micro Focus to push average maturity to 3.6 years versus 2.7
years currently.

Micro Focus' B1 corporate family rating (CFR) as well as the B1-PD
probability of default rating (PDR) and the B1 instrument ratings
on the existing debt instruments of MA FinanceCo., LLC and Seattle
Spinco, Inc. remain unchanged.

RATINGS RATIONALE

Micro Focus' B1 CFR reflects: (1) its strong position in the
enterprise software market, supported by its global footprint and a
wide product range; (2) the company's continued commitment to
deleveraging; (3) Moody's expectation that revenues will stabilize
in fiscal 2024, ending October, on the back of sales execution and
product development enhancements; and (4) its good liquidity,
supported by solid, although weakened, free cash flow (FCF)
generation.

These strengths are offset by the company's: (1) product portfolio
of mainly mature software applications; (2) uncertainties related
to the trajectory of maintenance revenues; (3) sustained levels of
exceptional charges over the next two years, at best, which will
drag FCF over the same time-frame; and (4) continued high leverage
until fiscal 2023.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

In terms of governance, the company's financial policy has been
historically aggressive, with most of its excess liquidity
distributed to shareholders, as demonstrated by the distribution of
the SUSE S.A. (B1 stable) disposal proceeds. However, Moody's views
positively the actions implemented from 2020 onwards to protect the
company's credit quality from ongoing operational underperformance.
These include the recent announcement to use the net proceeds from
the disposal of Digital Safe for debt repayments or the suspension
of the dividend payout in 2020 with a subsequent reinstatement in
2021 under more conservative terms.

The company remains also committed to its stated net leverage
target of 2.7x, a level which, in Moody's view, will not be likely
achieved in the mid-term because of the ongoing operating
performance challenges that Micro Focus is facing.

LIQUIDITY

Micro Focus has a good liquidity, based on the company's underlying
cash flow, available cash resources of $560 million as of October
2021 and a $250 million committed senior secured RCF due 2026,
currently undrawn. Moody's notes that Micro Focus has no
significant debt maturity until 2024 when a portion of its term
loans will come due.

STRUCTURAL CONSIDERATIONS

The instrument ratings on the new senior secured term loans due
2027 will rank in line with the existing senior secured term loans
due 2024/2025 and the senior secured RCF due 2026, reflecting the
pari-passu nature of the instruments. Micro Focus' rated debt
benefits from cross-guarantees by the US and UK borrowers and
guarantors, as well as a comprehensive asset security.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects Moody's view that FCF generation over
the next 12-18 months will be weaker than previously anticipated
because of sustained levels of exceptional charges and reduced
EBITDA. The negative outlook also takes into account the challenge
for the company to reduce leverage from current high levels.

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

Whilst unlikely in light of the recent change in outlook, a rating
upgrade would depend on evidence of a successful execution of the
company's strategy to stabilise its revenue base and improve
EBITDA. Upward pressure on Micro Focus' rating could arise if: (1)
its Moody's-adjusted FCF/debt was to improve towards the mid-teens
percentages on a sustained basis; and (2) its Moody's-adjusted
debt/EBITDA fell below 3.5x.

Moody's would consider a rating downgrade if Micro Focus is not
able to demonstrate evidence of debt reduction and to reduce
significantly the rate of revenue or EBITDA decline. The rating
would face downward pressure if: (1) the company's Moody's-adjusted
FCF/debt failed to recover back to the mid-single digit percentages
after the lows noted in fiscal 2021; (2) its Moody's-adjusted
leverage was greater than 4x, particularly if it is not
sufficiently balanced by cash on balance sheet, with no expectation
of improvement; (3) its liquidity weakened; and (4) there was any
large debt-funded acquisition.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: MA FinanceCo., LLC

  Senior Secured Bank Credit Facility, Assigned B1

Issuer: Seattle Spinco, Inc.

  Senior Secured Bank Credit Facility, Assigned B1

COMPANY PROFILE

Headquartered in Newbury, the UK, Micro Focus International plc
(Micro Focus) is a global provider of enterprise software
solutions, operating under five business segments. Micro Focus is
listed both on the London Stock Exchange and the New York Stock
Exchange. In fiscal 2021, Micro Focus generated $2.9 billion in
revenue and around $1 billion in company-adjusted EBITDA.

SANDWELL COMMERCIAL 1: Fitch Lowers Class E Notes Rating to 'Dsf'
-----------------------------------------------------------------
Fitch Ratings has downgraded Sandwell Commercial Finance No. 1
plc's class E notes to 'Dsf' from 'Csf'.

        DEBT               RATING          PRIOR
        ----               ------          -----
Sandwell Commercial Finance No.1 Plc

Class E XS0191373926   LT Dsf Downgrade    Csf

TRANSACTION SUMMARY

The transaction is a securitisation of loans originated in the UK
by West Bromwich Building Society which closed in May 2004. All but
one of the loans in the portfolio have now been redeemed.

AUTOMATIC WITHDRAWAL OF THE LAST DEFAULT RATING

Default ratings ('Dsf') assigned to the last rated class of a
transaction will be automatically withdrawn within 11 months from
the date of this rating action. A separate RAC will not be issued
at that time.

KEY RATING DRIVERS

As at November 2021, one loan remained outstanding with a balance
of GBP0.8 million. The loan remains performing, but there were
insufficient funds to pay the interest amount due on the class E
notes at the November interest payment date.

RATING SENSITIVITIES

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

-- The class E notes will remain at 'Dsf' so long as the event of
    default is continuing.

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

-- The class E notes will remain at 'Dsf' so long as the event of
    default is continuing.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Sandwell Commercial Finance No.1 Plc

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

Fitch did not undertake a review of the information provided about
the underlying asset pool ahead of the transaction's Sandwell
Commercial Finance No.1 Plc initial closing. The subsequent
performance of the transaction over the years is consistent with
the agency's expectations given the operating environment and Fitch
is therefore satisfied that the asset pool information relied upon
for its initial rating analysis was adequately reliable.

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

ESG CONSIDERATIONS

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

SEADRILL LTD: Unit Files for Bankruptcy in Texas Court
------------------------------------------------------
Maria Chutchian at Reuters reports that a unit of offshore driller
Seadrill Ltd on Jan. 11 filed a fast-tracked reorganization plan in
Houston bankruptcy court, where it was expected to seek approval of
the proposal last Jan. 12.

The case comes just a few months after its parent entity emerged
from its own bankruptcy proceeding.  That reorganization plan is
scheduled to go into effect early this year.  Seadrill New Finance
Ltd's Chapter 11 case is intended to be the "final component" of
the entire Seadrill Group's restructuring efforts, according to a
declaration from financial controller Tyson de Souza.

Mr. De Souza said there are no objections to the plan and that
"there can be no question that this is in the best interests" of
the company, which is represented by Kirkland & Ellis.

Seadrill New Finance, which has around US$535 million in secured
debt, does not have its own operations.  It owns SeaMex Ltd, which
holds five rigs in Mexico and underwent a restructuring last year
after the state-owned petroleum company Pemex, a top customer,
failed to pay up.

Under the proposed plan, secured noteholders will take over most of
the equity in Seadrill New Finance.

The case is In re Seadrill New Finance Ltd, U.S. Bankruptcy Court,
Southern District of Texas, 22-90001.

For Seadrill New Finance: Anup Sathy, Ross Kwasteniet, Spencer
Winters, Christopher Marcus and Jaimie Fedell of Kirkland & Ellis;
and Matthew Cavenaugh, Jennifer Wertz, Vienna Anaya and Victoria
Argeroplos of Jackson Walker


[*] UK: More Scottish Businesses Likely to Fold in First Half
-------------------------------------------------------------
Emma Newlands at The Scotsman reports that company bosses are being
urged to review their strategies and seek help if they have
concerns over their company's future, after a study has revealed
that business failures are most likely during the first half of the
year -- when financial pressures come to a head.

Accountancy firm Azets has analysed corporate insolvencies
statistics collated by the Scottish Government from 2011 to 2021,
and found that over the period 4.22% more businesses folded in
Scotland during the first six months of the year -- or around 430
additional insolvencies during the decade -- than the second, The
Scotsman discloses.

Azets had in November said it believed a "wave" of personal
insolvencies was likely in 2022, amid the rising cost of living,
The Scotsman relates.

Blair Milne, restructuring partner with Azets in Scotland, is now
encouraging companies to review business plans, particularly given
further Covid restrictions, labour shortages, increased costs for
materials, fuel, staffing and utilities -- with the likes of
hospitality and retail particularly at risk, The Scotsman states.

He added that generally, financial pressures jump from January to
June as bills from the preceding year start to accumulate in the
first quarter, The Scotsman notes.  "Those businesses already
struggling with cashflow and working-capital problems will
therefore be under severe financial pressure by the summer, if not
before," The Scotsman quotes Mr. Milne as saying.

The restructuring expert also said that amid Azets' latest
findings, "it is important that directors review now their current
trading position and liquidity, check projected figures for the
next 12 months, and revisit the costs of any business loans".

According to The Scotsman, he also cited the heavy financial toll
many firms currently face, saying: "Unfortunately, the ongoing
Covid issues, operating restrictions, declining sales and waning
consumer confidence are weighing heavily on many businesses,
particularly in hospitality, retail, leisure and construction."



                           *********


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 2022.  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.


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