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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

          Tuesday, February 1, 2022, Vol. 23, No. 17

                           Headlines



A L B A N I A

ALBANIA: S&P Affirms B+/B Sovereign Credit Ratings, Outlook Stable


B E L G I U M

SARENS BESTUUR: Fitch Affirms 'B' LT IDR, Outlook Stable


C Z E C H   R E P U B L I C

SAZKA GROUP: Fitch Rates New Senior Sec. Notes 'BB-(EXP)'
SAZKA GROUP: S&P Ups ICR to 'BB-' on Forecast Improvement in 2022


F R A N C E

AFFLELOU SAS: Fitch Alters Outlook on 'B' LT IDR to Stable
TEREOS SCA: Fitch Gives Final 'B+' Rating on EUR350MM Unsec. Notes


G E O R G I A

VTB BANK: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Negative


G E R M A N Y

K+S AG: Egan-Jones Keeps B- Senior Unsecured Ratings
THYSSENKRUPP AG: Egan-Jones Hikes Senior Unsecured Ratings to B


G R E E C E

OPAP SA: S&P Ups LT Issuer Credit Rating to 'BB-', Outlook Stable


I R E L A N D

ACCUNIA EURO III: Fitch Raises Class F Notes to 'B+'
CAIRN CLO X: Fitch Raises Class F Notes to 'B'
CARLYLE GLOBAL 2015-2: Moody's Gives (P)B3 Rating to Cl. E-R Notes
CVC CORDATUS VII: Fitch Raises Class F-R Notes to 'B'
CVC CORDATUS XI: Fitch Affirms B- Rating on Class F Notes

PERRIGO CO: Egan-Jones Keeps BB Senior Unsecured Ratings


I T A L Y

REPUBLIC OF ITALY: Egan-Jones Keeps BB+ Senior Unsecured Ratings


L U X E M B O U R G

ZACAPA SARL: Moody's Affirms B2 CFR, Rates Amended Secured Debt B2
ZACAPA SARL: S&P Affirms 'B-' LT Rating on Acquisition Financing


N E T H E R L A N D S

SIGMA HOLDCO: Fitch Alters Outlook on 'B' LT IDR to Negative


P O L A N D

ALIOR BANK: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable


R U S S I A

RONIN EUROPE: S&P Assigns 'BB-' ICR, Outlook Stable
UZAUTO MOTORS: S&P Affirms 'B+/B' ICRs, Outlook Stable
VELES CAPITAL: S&P Affirms 'BB-/B' ICRs, Alters Outlook to Stable


S P A I N

IBERCAJA BANCO: S&P Affirms 'BB+' ICR, Outlook Stable
PROPULSION (BC) FINCO: S&P Assigns Prelim. 'B' ICR, Outlook Stable


U N I T E D   K I N G D O M

ANN SUMMERS: Return to Profitability May Pave Way for CVA Exit
DAILY MAIL: Egan-Jones Cuts Senior Unsecured Ratings to BB-
ELEMENT MATERIALS: S&P Puts 'B-' ICR on CreditWatch Positive
FORMENTERA ISSUER: Fitch Rates Class F Notes 'B(EXP)'
FORMENTERA ISSUER: S&P Assigns Prelim BB (sf) Rating to F Notes

MARKS & SPENCER: Egan-Jones Hikes Senior Unsecured Ratings to B-
MIDAS GROUP: Files Notice of Intention to Appoint Administrator
MIDAS GROUP: Rival Contractors Approached About Rescue Deals
MINERVA PARENT: Moody's Affirms B2 CFR, Outlook Remains Stable
NIGHTFLIX: Enters Administration, Ceases Operations

OPTIMUS: PD&MS Group Buys Business Out of Administration
RICHMOND UK: Moody's Upgrades CFR to B3, Outlook Stable
STRATTON BTL 2022-1: Moody's Gives Ba3 Rating to GBP7.8MM X2 Notes
STRATTON BTL 2022-1: S&P Assigns B- (sf) Rating on Class X2 Notes
SUBSEA 7: Egan-Jones Keeps BB+ Senior Unsecured Ratings

TWIN BRIDGES 2022-1: Moody's Assigns Ba3 Rating to Class X1 Notes
TWIN BRIDGES 2022-1: S&P Assigns B- Rating on Cl. X1 Notes

                           - - - - -


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A L B A N I A
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ALBANIA: S&P Affirms B+/B Sovereign Credit Ratings, Outlook Stable
------------------------------------------------------------------
On Jan. 28, 2021, S&P Global Ratings affirmed its 'B+/B' long- and
short-term sovereign credit ratings on Albania. The outlook is
stable.

Outlook

The stable outlook reflects S&P's expectation that:

-- Real growth will remain solid over the next few years,
averaging 3.5%-4.3%, underpinned by strong household consumption,
infrastructure investments, and a rebound in tourism;

-- The fiscal deficit will decline over the medium term, putting
government debt relative to GDP on a downward path; and

-- External pressure will be manageable considering that usable
reserves remain high and external debt is increasing only
moderately, also supporting the relative stability of the exchange
rate over the next few years.

Downside scenario

S&P could lower the rating over the next year should Albania's
growth prove much weaker than it currently expects or the
government debt stock continue to rise, because of either higher
fiscal deficits, the materialization of contingent liabilities from
public-private partnerships (PPPs), or other fiscal risks.

Upside scenario

S&P could raise the rating if fiscal deficits reduced beyond
expectations over the next few years, firmly positioning the debt
trajectory and interest burden to decline. This development could
be supported by a clear medium-term revenue strategy and fewer
contingent fiscal risks. Rating upside could also materialize if
its view of external liquidity of the economy improved. This could
occur if current account deficits decreased compared with its
expectations--for example due to a stronger rebound in the tourism
sector--amid continuously high usable reserves at the Bank of
Albania (BOA).

Rationale

S&P said, "The ratings are primarily constrained by our view of
Albania's relatively weak institutional framework, modest income
levels, and high public debt. The debt is primarily either
denominated in foreign currency or has short maturities, requiring
frequent refinancing. Additionally, we consider that the economy's
extensive euro-ization and high informality, combined with
less-developed capital markets, limits the effectiveness of
monetary policy. Moreover, the country has relatively high external
financing needs (compared with current account receipts and usable
reserves) and a large net external liability position. However,
this largely reflects foreign direct investment (FDI).

"The rating is supported by Albania's growth prospects, its
relatively flexible exchange rate regime, and the BOA's strong
foreign currency reserves. Although fiscal consolidation will
likely slow, we believe government deficits will narrow in the
coming years. This, coupled with the availability of timely,
concessional financing from international financial institutions
(IFIs), also underpins Albania's credit quality."

Institutional and economic profile: The economy recovered strongly
in 2021 following shocks from the pandemic and the November 2019
earthquake

-- S&P believes Albania's economy will expand at 3.5%-4.3% in real
terms over the next few years, mostly thanks to strong domestic
demand and the ongoing recovery in the country's tourism sector.

-- Albania, like other countries, continues to face
COVID-19-related economic risks, but the country's low vaccination
rate--currently about 40% of total population--exacerbates the
challenges.

-- After winning reelection last year, the Socialist Party is
largely following its previous policy priorities, including
progress on EU accession.

Albania's economic recovery in 2021 was exceptionally strong, and
we expect real growth rates for the full year to total 8.5%-9.0% in
real terms. Numerous factors have supported growth. First, private
consumption rose significantly, eased by the discontinuance of most
COVID-19-related restrictions, a strong labor market, and high
savings during the pandemic. Second, real investment activity
expanded markedly by 30% during the first half of 2021, thanks to
the delayed reconstruction efforts following the November 2019
earthquake and private construction. Third, external demand was
stronger than initially expected, particularly since regional
tourism was able to partially replace tourism from the EU.

S&P said, "Because most of these factors will fade out over the
next months, we expect growth rates in 2022 and over the following
years to moderate to about 3.5%-4.0% on average, mainly driven by
domestic demand. An important downside risk to these projections
remains the possible emergence of COVID-19 variants and the
resurgence of restrictions. This risk is exacerbated by Albania's
low vaccination rate--only 40% of the population is fully
vaccinated--even though Albania was one of the first countries in
the regions to roll out the vaccine. Positively, we note that
tourism could rebound stronger than we currently expect, even if
tourist arrivals are unlikely to reach the 2019 levels. However,
the sector has generally proven more resilient than anticipated,
and we note its overall importance to the Albanian economy,
constituting about 15% of GDP before the pandemic, the highest in
Central and Eastern Europe."

The incumbent Socialist Party won the general election in April
2021, securing a majority in parliament. Policy priorities have
remained stable and focused on fostering economic recovery, and on
reforms with the aim of eventual EU accession over the medium term.
Judging by the experience of regional peers, S&P believes Albania's
path to EU accession will be long. EU aspirations, however, will
likely remain an important policy objective and key credit
consideration throughout our forecast horizon, possibly even
beyond.

S&P said, "Given the economy's low savings rate, which we expect to
remain at a modest 15.0%-16.0% (averaging 15.6% of GDP over the
past five years), we believe reforms directed at improving the
business environment and attracting FDI inflows will be critical
for Albania to sustain a higher pace of income convergence with
regional peers and with the eurozone."

Flexibility and performance profile: Although the fiscal deficit
will remain elevated in 2022, it will start declining thereafter

-- As deficits decrease over the next years, government debt, net
of liquid assets, will decrease from peaks of about 73% of GDP in
2022 to below 69% of GDP in 2025.

-- The current account deficit will narrow only gradually over
2022-2025, reflecting a slow normalization of tourist arrivals and
recovering domestic demand.

-- External pressure appears manageable amid high foreign currency
reserve levels.

S&P said, "Fiscal deficits for 2021 will likely be lower than our
initial expectations, amounting to about 5.5% of GDP. This is
mostly due to the stronger economic recovery, which resulted in
strong tax revenue growth, and limited the necessity for economic
support measures. However, given the current government's fiscal
plan, we believe deficits will remain relatively high in 2022, at
about 5% of GDP, especially considering last year's strong economic
recovery." Healthy revenue intake will be counterbalanced by high
expenditure growth, although almost all fiscal economic support
measures have already been withdrawn. Despite an uptick in social
outlays and wages, one of the items weighing on government finances
is an ambitious investment portfolio; capital expenditure will
remain about 60% above prepandemic levels.

S&P said, "We therefore expect fiscal consolidation will be
slightly more protracted than we initially expected, with general
government deficits gradually converging toward 2% of GDP by 2025.
Importantly, this means that the authorities will largely comply
with their own fiscal rules, stipulated by the Organic Budget Law.
These require the government to achieve a primary balance from 2024
and a continuously declining debt-to-GDP ratio until it drops below
45%. We believe this consolidation will occur on the back of solid
economic growth and additional reforms to public finances. The
government expects to implement a medium-term strategy to boost
revenue collection. At about 28%, Albania's fiscal revenue-to-GDP
ratio is the lowest in the Western Balkans. We attribute the
relatively low ratio to tax evasion, a high degree of informality
in the economy, and various tax exemptions in the budget, some of
which are already being discontinued."

Alongside efforts to strengthen fiscal balances, the authorities
are actively pursuing efforts to improve the public debt profile.
Currently, Albania's stock of government debt, which S&P estimates
at about 79% of GDP at year-end 2021, is relatively high and
characterized by refinancing and foreign exchange risks. Average
debt maturity has recently increased, but remains somewhat short.
About one-half of Albanian central government debt is denominated
in foreign currency and unhedged, such that the government bears
the risks of marked exchange rate fluctuations. The domestically
issued debt is especially short term and about half of it needs to
be rolled over annually. In addition, and despite a pick-up in bank
lending to the private sector in recent years, Albania's banking
sector still holds the largest share of domestic government debt,
constituting about a quarter of the sector's total assets.

S&P said, "We also note the authorities' efforts to contain
contingent fiscal risks. The government has used some of the fiscal
headroom to pay down most of the outstanding stock of arrears,
largely pertaining to value-added tax refunds accumulated in
previous years. However, off-balance-sheet PPPs continue to pose a
risk to public finances. Currently, Albania has over 200 PPPs
covering road infrastructure, power generation, and health care.
The government's own fiscal rules limit any payouts to such
projects to 5% of the previous year's revenue. Although we
acknowledge the country's high infrastructure needs, the policy
framework governing these projects is not yet sufficiently
developed--many of these proposals remain unsolicited tenders. We
believe potential risks from PPPs remain hard to predict and
quantify."

Shallow capital markets and extensive euro-ization of the economy
impair the effectiveness of Albania's monetary policy, as is the
case for several economies across the region. The BOA has
successfully reduced the proportion of loans denominated in euros,
which is currently slightly below 50% of the total stock. However,
more than 50% of total deposits are still in foreign currencies and
euros are widely accepted in transactions, even in the formal
economy.

Strong financial account inflows, including net FDI and
concessional loans, over the past decade have prompted a
strengthening of foreign currency reserves, as have the BOA's
efforts to accumulate reserves. S&P expects usable reserves (that
is, gross reserves net of required reserves on commercial banks'
foreign currency liabilities) will cover more than six months of
current account payments over the next few years.

Albanian's exchange rate regime remains relatively flexible,
allowing for adjustment to shocks. Although the central bank hardly
intervened during the course of the pandemic, the exchange rate has
remained mostly stable, which reduced pressures on public finances
and the domestic banking system. The BOA sold foreign currency in
March 2020 amid heightened global volatility. The currency
subsequently stabilized and the BOA did not need to intervene
further. Its previous intervention was in 2018.

S&P said, "Albania's current account deficit widened during the
pandemic, and we believe it has narrowed to slightly above 8% of
GDP in 2021, which is already close to 2019 levels. The widening of
the current account deficit stems from the loss of services
exports, particularly tourism revenue, which was offset by
resilient remittance receipts. Over the coming years, we expect the
current account to narrow slightly, as the tourism sector continues
to bounce back. Strong financial account inflows via concessional
IFI loans, a government Eurobond, and FDI amply covered the current
account deficit, and we expect similar developments, which will
contribute to rising central bank reserves.

"Although rising, inflation is currently low in a regional
comparison, and we believe inflation will fall below the BOA's
medium-term target of 3% over the next few years. Consumer price
inflation has recently shot up, jumping to 3.7% in December, mostly
due to rising food prices. That said, we assume this is temporary
and that prices will start declining from mid-2022."

Albania's banking sector remains stable, even though all BOA
support measures targeting Albania's banking sector--such as
changes to macroprudential measures, provision of additional
liquidity, and a government guarantee scheme--have been rolled
back. Importantly, asset quality has remained adequate, with
nonperforming loans currently amounting to 6.5% of total loans.
Despite still-high disparities between financial institutions, this
represents a pronounced decrease from the peak of 25% in September
2014. Stress tests by the BOA have identified few banks with
capital shortfalls in an adverse scenario, though none of these
were systemically important.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  RATINGS AFFIRMED

  ALBANIA

   Sovereign Credit Rating                 B+/Stable/B
   Transfer & Convertibility Assessment    BB
   Senior Unsecured                        B+




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B E L G I U M
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SARENS BESTUUR: Fitch Affirms 'B' LT IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed Sarens Bestuur N.V.'s (Sarens) Long-Term
Issuer Default Rating (IDR) at 'B' with a Stable Outlook. Fitch has
also affirmed the senior subordinated debt rating of Sarens Finance
Company N.V. at 'B+' with a Recovery Rating of 'RR3'.

The ratings reflect Sarens' highly leveraged financial structure
and modest liquidity position. Rating strengths are the group's
solid and diversified business profile, which has resulted in
broadly stable profitability s during the pandemic.

The Stable Outlook reflects Fitch's expectations that key financial
metrics will remain compatible with its rating in the
short-to-medium term. This includes EBITDA gross leverage of around
5x, free cash flow (FCF) margin above 5% and EBITDA margins well
above 20%. The Outlook also incorporates no material changes to the
company's business strategy.

KEY RATING DRIVERS

Broadly Stable Earnings: The pandemic has had only a mild effect on
Sarens' business, with the group managing to maintain broadly
stable underlying earnings and cash flows. This reflects its sound
diversification, fleet diversity and cost flexibility. For 2021,
Fitch expects Sarens to generate turnover of around EUR600 million
and an Fitch-adjusted EBITDA margin of over 22%, and while these
figures are slightly lower than pre-pandemic levels, Fitch expects
revenue to rise from 2022 and EBITDA margin to increase to close to
24% in the medium term.

Rising FCF Margin: Through tight capex and focused working-capital
management, Sarens continues to generate moderate levels of FCF,
which Fitch expects to improve in the short-to-medium term. Fitch
estimates the FCF margin in 2021 to have doubled to around 6% and
to gradually grow to around 8% by 2024, although this is subject to
capex not exceeding EUR50 million p.a., broadly stable
working-capital cash flows and no dividends being paid.

Moderate Capital Structure: Fitch expects Sarens' leverage headroom
at the present rating to be limited over the short-to-medium term,
with EBITDA and funds from operations (FFO) adjusted gross leverage
at around 5x and 5.5x, respectively. Fitch estimates that
EBITDA/debt and FFO adjusted gross leverage were likely slightly
above 5x and just below 6x, respectively, at end-2021, broadly in
line with 2020 as lower debt levels offset reduced profitability.
Gradual earnings recovery and debt reduction through FCF should
improve leverage from 2022, although weaker-than expected cash
generation or larger capex could weaken deleveraging capacity and
put pressure on ratings.

Mixed Income Risks: The proportion of contracted earnings and the
average length of contracts are modest and place Sarens in the 'B'
rating category. Projects account for about 25% of total sales,
while rental services account for the rest. Rental activities are
short-term by nature with customers renting for a few hours or
days. Project-related operations offer greater revenue visibility
but can face delay or change in scope. A large global project can
account for a significant portion of sales in a given year, leading
to contract replacement risk. This is mitigated by a solid record
of contract execution, favourable asset quality, a diverse mix of
services and an ability to move assets and sell unused ones.

Adequate Business Profile: The credit profile of Sarens benefits
from sound diversification, its leading market positions and
knowledge in its core services. It has a solid position in the
heavy lifting and complex logistics global projects where
competition is less intense and barriers to entry are higher than
rental equipment services. It benefits from a solid record of
project execution. Sarens is also one of the few heavy equipment
operators to contract globally. The group is significantly larger
than its local or regional competitors, but it is small relative to
peers in the broader business services sector. Revenue also tends
to be concentrated around cyclical and volatile sectors.

Wide-Ranging Capacity: Sarens' fleet is diversified with cranes of
various types and sizes as well as onshore and offshore transport
equipment. Sarens also operates some of the largest cranes in the
world, which provides a competitive edge. Fitch also believes that
the fleet is in good physical condition. The group benefits from
internal maintenance and repair capability and has a strong safety
record. Furthermore, the average remaining useful life of its fleet
remains long, although average age of the fleet is increasing.

ESG Influence: Sarens has an ESG Relevance Score of '4' for
governance structure, reflecting the limited number of independent
directors as a constraining factor for board independence and
effectiveness. Its divided ownership among several branches of the
Sarens' family also makes the definition of strategy and
succession-planning challenging and less transparent.

DERIVATION SUMMARY

Fitch rates Sarens applying its business services navigator
framework. Like most Fitch-rated medium-sized business services
companies, Sarens benefits from leading market positions in its
services. The group is the second-largest global heavy lifting and
complex transport operator with large European and international
footprint. Nonetheless, Sarens remains a small operator in the
overall business services sector.

Sarens benefits from greater geographical and end-market
diversifications than Precision Drilling Corporation (B+/Stable).
However, its exposure to sectors with moderate to high cyclicality
risk is greater than Irel Bidco S.a.r.l (Irel, B+/Stable).

Despite robust FFO generation, Sarens' FCF margin is currently well
below Fitch's expectations for the rating and significantly weaker
than Precision Drilling's or Irel's. Sarens' leverage metrics are
broadly in line with Irel's and Polygon's but weaker than Precision
Drilling's. No Country Ceiling, parent/subsidiary or operating
environment aspects affect the ratings.

KEY ASSUMPTIONS

Fitch's key ssumptions within its rating case for the issuer
include:

-- Revenue decline in 2021, followed by low single-digit growth
    from 2022;

-- EBITDA at EUR130 million-EUR150 million over 2021-2024;

-- Neutral to negative working-capital movements to 2024;

-- Net capex of EUR48 million a year during 2021-2023, before
    rising to EUR90million-EUR100million in 2024;

-- Positive FCF generation partially used to reduce gross debt as
    planned;

-- No dividend payments;

-- No acquisitions.

Key Recovery Assumptions

-- The recovery analysis assumes that Sarens would be liquidated
    in bankruptcy rather than reorganised as a going-concern.
    Sarens operates a diversified fleet of heavy lifting and
    logistic equipment for which secondary markets exist;

-- 10% administrative claims;

-- The liquidation estimate reflects Fitch's view of the value of
    balance-sheet assets that can be realised in a sale or
    liquidation conducted during a bankruptcy or insolvency
    proceeding and distributed to creditors;

-- Fitch assigns a liquidation value to the cranes and rolling
    equipment, land, buildings and other tangible fixed assets.
    The value of the cranes and rolling equipment is based on
    management discussions and incorporates a discount to new
    build cost and market value estimates provided by Sarens. The
    liquidation value of net property plant and equipment is
    estimated at around EUR0.7 billion;

-- Advance rate for inventory limited to 25% because of the
    inclusion of work in progress in the inventory;

-- Advance rate for trade receivables limited to 60%, reflecting
    the deterioration of the credit profile of some customers in
    financial stress and that near default projects-related
    activities are likely to be below current level;

-- Advance rate for cash and cash equivalent set at 0%;

-- Fitch treats lessors as typical senior secured creditors;

-- Global facility agreement (GFA) to be fully drawn upon default
    (EUR469 million).

Fitch's analysis indicates a recovery of 'RR3'/58% for the senior
secured subordinated notes, implying a single-notch uplift from the
IDR.

RATING SENSITIVITIES

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

-- Higher proportion of contracted income and longer average
    length of contracts;

-- EBITDA/debt and FFO adjusted gross leverage below 4.5x and 5x,
    respectively;

-- Neutral-to-positive FCF generation;

-- EBITDA/interest coverage and FFO/interest coverage above 4.5x
    and 4x, respectively.

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

-- Failure to reduce EBITDA/debt and FFO adjusted gross leverage
    to less than 5.5x and 6x, respectively, by end-2022;

-- Negative FCF, weakening liquidity position and increasing
    gross debt;

-- EBITDA/interest coverage and FFO/interest coverage below 3.5x
    and 3x, respectively;

-- Inability to improve covenant headroom;

-- Structural deterioration of fleet fundamentals.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity to Improve: Sarens' current liquidity position is
constrained by moderate availability under the group's revolving
credit facility (RCF) and revolving lease facility as well as low
cash and cash equivalents. However, liquidity should improve as
forecast positive FCF generation is expected to be partially used
to reduce the amount drawn on the RCF.

Secured Debt Structure: The debt structure mainly consists of
senior secured debt benefiting from a pledge on movable assets. The
main credit lines are under an EUR469 million GFA with the main
facility, facility A, having total commitments of EUR351 million,
of which EUR296 million was utilised at end-3Q21. The facility A is
revolving until January 2024 and has a maturity of up to January
2029. The GFA also provides access to a EUR118 million RCF
available until January 2024, of which EUR55 million was drawn at
end-September 2021.

Sarens also has EUR300 million senior subordinated notes due in
2027. The notes are secured on the share capital of the issuer
(Sarens Finance Company N.V.) and not on the tangible assets of the
group. The notes benefit from guarantees on a senior subordinated
basis by Sarens and some of its subsidiaries.

ISSUER PROFILE

Sarens, located in Belgium, is a rental service provider of crane
and transportation equipment used for overweight and oversized
loads, by operating one of the world's largest fleets of lattice
boom and mobile cranes, barges and purpose-built alternative
lifting systems. It also provides engineering and maintenance
support to its operations and also external parties.

Criteria Variation

Fitch adjusts the application of its Corporate Rating Criteria,
published on 15 October 2021, to reflect the structure of Sarens'
operations and financing. This variation from criteria has no
impact on the ratings. Fitch rates Sarens under its business
services navigator framework under which all lease costs are
treated as operating expenses and corresponding liabilities are
excluded from the debt amount. However, Fitch treats Sarens' core
operations in a similar way to transport services. A key feature of
Sarens' business model is financing assets with lease agreements.
As such, Fitch follows the lease treatment of the transport sector
and Fitch's credit metrics for Sarens incorporate reported lease
liabilities.

ESG CONSIDERATIONS

Sarens has an ESG Relevance Score of '4' for Governance Structure,
reflecting the limited number of independent board members and the
complex shareholding structure. This has a negative impact on the
credit profile, and is relevant to the rating in conjunction with
other factors.

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



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C Z E C H   R E P U B L I C
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SAZKA GROUP: Fitch Rates New Senior Sec. Notes 'BB-(EXP)'
---------------------------------------------------------
Fitch Ratings has assigned SAZKA Group a.s.'s new issue of six-year
2028 senior secured floating-rate notes an expected 'BB-(EXP)'
rating with a Recovery Rating 'RR4'.

Fitch has also affirmed SAZKA Group's Long-Term Issuer Default
Rating (IDR) at 'BB-' with a Stable Outlook, and existing senior
secured notes at 'BB-'/'RR4'. SAZKA Group is the holding company of
its stakes in gaming operations across EMEA.

The IDR of SAZKA Group reflects stable performance across its
operating regions. The Stable Outlook reflects Fitch's assumption
that SAZKA Group will maintain current leverage post-refinancing,
with no further sizeable debt additions at SAZKA Group and opco
levels.

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

KEY RATING DRIVERS

SPAC Transaction Neutral: The recently announced intention of
Allwyn (formerly Sazka Entertainment AG) to become public via a
merger with a NYSE-listed Cohn-Robbins Holding Corp. (special
purpose acquisition company- SPAC) is not expected to directly
materially affect SAZKA Group's cash flows. However, any changes in
capital structure at Allwyn that would assume cash outflows may
require cash to be up-streamed from SAZKA Group, as the latter
remains a sole source of operational cash flows for Allwyn. Fitch
also does not anticipate any imminent expansion in the U.S. market
in the near term for SAZKA Group (or for Allwyn with the use of
cash up-streamed from SAZKA Group) in its forecasts.

UK National Lottery Bid: SAZKA Group is bidding for operating the
UK National Lottery (UK NL), the outcome of which is expected in
1H22. In the event of winning, Fitch believes that SAZKA Group will
be able to fund the necessary capex via internally generated cash
flows. Fitch would view a win as enhancing its scale and
geographical diversification since the UK represents the largest
gaming market in EMEA.

Coronavirus-Tested Lottery Resilience: SAZKA Group's business
profile, concentrated in lotteries (74% of revenue), has proven
resilient during the pandemic, except for an extraordinary
one-month suspension of lottery drawings in Italy, and partial
closure of its retail distribution network in Greece and Cyprus.
Double-digit online growth in 2020, expected to continue in 2022,
has helped offset revenue shortfall in land-based venues, and
performed particularly well in the Czech Republic.

Solid Performance at Group Level: Although SAZKA Group's operations
demonstrated an uneven improvement in 2021, net gaming revenue in
most regions of operations in 2021 surpassed pre-pandemic levels on
a quarterly basis since 2Q21. Occasional reinstatements of certain
restrictions affected casinos' performance in Austria and retails
POS in Greece, which was offset by strong growth in online
segments. Fitch still expects SAZKA Group's gross gaming revenue
(GGR) on a comparable basis to reach 2019 levels in 2022.

Manageable Leverage Post-refinancing: The announced refinancing
slightly increases the debt quantum at SAZKA Group, leading to
forecast proportionally consolidated funds from operations (FFO)
adjusted gross leverage of 7.0x in 2022. However, Fitch believes
that a strong free cash flow (FCF) margin, expected to remain at
10%-14% in 2022-2024, will continue to support the group's
deleveraging capacity. The funds available to SAZKA Group after the
refinancing can be used to fund capex in new markets, bolt-on
acquisitions, as well as for consolidating a larger stake in
existing business. Any sizeable M&A that would require additional
external debt is not considered under the current Fitch forecast.

Expansionary Growth of Business: Fitch expects the lottery segment
to grow at slower single digits over the long term, and forecast
SAZKA Group to continue business growth primarily through
acquisitions (EUR150 million p.a. as per Fitch forecast), and
through continued increases in its stake in OPAP through scrip
dividend and open-market purchases. For existing businesses, Fitch
expects growth to come primarily from online operations. As a
result, Fitch expects revenue at SAZKA Group to grow at mid-to-high
single digits over 2022-2024.

FCF Driven Primarily by OPAP: OPAP, SAZKA Group's subsidiary in
Greece, pays materially lower cash taxes on a major part of its GGR
since October 2020, due to a sizeable prepayment of gaming taxes
OPAP made when it extended its license until 2030. Fitch estimates
these savings at EUR150 million-EUR250 million p.a. over Fitch's
four-year forecast horizon, allowing SAZKA Group to maintain solid
FCF margins. However, a review of eligibility of the majority of
OPAP's revenue for the tax prepayment would be an event risk.

Geographic Diversification Mitigates Risks: SAZKA Group holds
stakes in gaming companies with strong competitive positions in
Greece, Italy and Austria, and is the top operator in the lottery
segment in all three countries, in addition to the Czech Republic.
Fitch believes the regulatory environments for EMEA lottery games
are more stable and less susceptible to government interference
than other types of gaming, such as sports betting and casino
games. However, regulatory risks still exist, and given SAZKA
Group's exposure to some heavily indebted European sovereigns, the
group could face gaming tax increases (as seen in the Czech
Republic in 2020) or possible limits on wagers that could restrict
cash flows.

DERIVATION SUMMARY

SAZKA Group's profitability, measured by EBITDA and EBITDAR
margins, is strong relative to that of gaming peers, such as
Flutter Entertainment plc (BBB-/Stable) or Entain plc
(BB/Positive), which are the largest sportsbook operators
globally.

SAZKA Group has high concentration on lottery revenue, which is
less volatile, and displays good geographical diversification
across Europe with businesses in the Czech Republic, Austria,
Greece, Cyprus and Italy, albeit weaker than the multi-regional
revenue base of Flutter and Entain. However, it is smaller in scale
and has higher leverage than Flutter and Entain, as well as a more
complex group structure, all of which justify SAZKA Group's lower
rating.

KEY ASSUMPTIONS

-- Revenue growth in low single digits for the land-based
    business and double digits for online, in 2021, and
    stabilising at mid-single digits over 2022-2023;

-- Growth in 2022-2024 driven by increased online operations
    volume in core markets (Czech Republic, Greece, Austria), to
    varying degree by country, depending on local platform
    strength;

-- Consolidated EBITDA margin to gradually improve to pre
    pandemic level before gaming tax benefits;

-- Gaming tax benefits for OPAP at around 15% of its total GGR;

-- Stable dividend distribution from all opcos;

-- Bolt-on acquisitions of EUR150 million p.a. starting from
    2022, at enterprise value (EV)/EBITDA multiple of 10x;

-- No capex or cash flows related to the UK NL bid outcome.

RATING SENSITIVITIES

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

-- Reduced group-structure complexity, for example, via
    permanently falling intermediate holdco or opco debt together
    with further clarity on commitment to financial and dividend
    policies at SAZKA Group to support deleveraging;

-- Further strengthening of operations combined with increased
    access to respective cash flows;

-- Sound financial discipline leading to proportionally
    consolidated FFO lease-adjusted gross leverage sustainably
    below 4.5x;

-- Lease-adjusted debt/EBITDAR consistently below 3.5x;

-- Proportionally consolidated FFO fixed charge cover above 3.0x
    and gross dividend/ gross interest at holdco of above 2.5x on
    a sustained basis.

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

-- Deterioration of operating performance, for example, linked to
    renewed Covid-19 restrictions or increased regulation and
    taxation leading to consolidated EBITDA margin below 25% on a
    sustained basis;

-- More aggressive financial policy as reflected in
    proportionally consolidated FFO lease-adjusted gross leverage
    sustainably above 5.5x;

-- Lease-adjusted debt/EBITDAR consistently above 4.5x;

-- Proportionally consolidated FFO fixed charge cover below 2.5x
    and gross dividend/interest at holdco of less than 2.0x on a
    sustained basis;

-- Raising material, structurally senior debt at intermediate
    holdco level or at subsidiary level could lead to notching
    down the senior secured debt rating from the IDR.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Improved Financial Flexibility: Liquidity is solid on a
proportionally consolidated basis with around EUR0.5 billion at
end-2021 under Fitch's rating case, and improves with the
additional cash of EUR189 million injected through the debt
refinancing.

The EUR500 million debt refinancing comprises a combined issuance
of new senior 2028 secured floating-rate notes and a tap on the
existing 2027 senior secured notes. The proceeds will be used to
repay EUR200 million of outstanding 'Slovak bonds' and EUR100
million of a drawn revolving credit facility (RCF), therefore
providing additional liquidity for general corporate purposes and
potential bolt-ons. The Allwyn transaction will improve financial
flexibility by giving the group access to public-equity capital
markets through its listed entity.

A fully available EUR200 million RCF after the EUR100 million
repayment as proposed in this refinancing provides additional
liquidity over the rating horizon. Fitch expects flexibility on
dividends being up-streamed to the holdco, providing satisfactory
debt service at SAZKA Group. This is despite additional interest
costs from increased debt at holdco in 2020 and 2021, underpinned
by no debt service requirements at the intermediate holdcos.

Reported liquidity was sound at end-2020 with EUR842 million of
cash on balance sheet on a fully consolidated basis. Under the new
consolidation scope including Casinos Austria AG, Fitch has
restricted EUR40 million for winnings and jackpots.

ISSUER PROFILE

SAZKA Group has become the largest European private lottery
operator and remains the only provider of leader in lotteries in
Austria, the Czech Republic, and Greece and the only provider of
fixed-odds numerical lotteries in Italy.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch's credit metrics are based on the proportionate consolidation
of SAZKA Group's stake in the Greek operations (OPAP), and
dividends up-streamed only from the group's equity stake in the
Italian (LottoItalia). This differs from management's definition of
proportionate consolidation as well as published financials, which
are shown on a fully consolidated basis.

Forecast Fitch-adjusted proportionally consolidated FFO leverage
metrics differ from Fitch-adjusted fully consolidated FFO leverage
metrics by up to 0.5x.

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.

SAZKA GROUP: S&P Ups ICR to 'BB-' on Forecast Improvement in 2022
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Sazka Group
A.S. to 'BB-' from 'B+'. S&P also assigned its 'BB-' issue rating
and '3' recovery rating to the company's proposed EUR500 million
notes.

The stable outlook reflects S&P's expectation that Sazka will
deleverage over the next 12-24 months, supported by solid EBITDA
and operational cash flow growth such that adjusted debt to EBITDA
will decline toward 4x and funds from operations (FFO) to debt will
be above 20%.

S&P forecasts large growth in adjusted EBITDA.

Specifically, S&P Global Ratings-adjusted EBITDA will increase by
about 50% and 75% in fiscal year (FY) 2021 and FY2022,
respectively, compared with FY2019 adjusted EBITDA of EUR368
million. These outsized gains are partly due to the proportional
consolidation of subsidiary Casinos Austria (CASAG) as of 2020,
after Sazka's stake in the company increased to 57.9% as of
year-end 2021, the increase cash flow from the tax agreement in
Greece-based lottery company OPAP, and the recovery of certain of
the company's markets which were affected by the pandemic. S&P
said, "We forecast Sazka's adjusted EBITDA margins (as a share of
gross gaming revenue) will be around 30% as of year-end 2021, with
about 17% of company-consolidated gross gaming revenue (GGR) coming
from online. The implementation of project ReFit in CASAG also
enhanced the company's operating results, which reflected a better
optimized cost structure and supported improved margins. Our
approach to calculating S&P Global Ratings-adjusted EBITDA includes
full consolidation of Sazka A.S., proportional consolidation for
OPAP and CASAG, and equity-method accounting for Lottoitalia (where
we take only dividend receipts into our EBITDA). We forecast S&P
Global Ratings-adjusted EBITDA to increase to EUR500 million-EUR550
million in 2021, and EUR600 million-EUR650 million in 2022."

Sazka is a lottery-led business with operations across five
jurisdictions in Europe. The company's lottery segment represents
about 70% of its pro rata revenue. We view lottery as having some
favorable product characteristics, including typically
demonstrating resilient demand through economic cycles.
Furthermore, the group's lotteries typically operate under
long-term and exclusive licenses and concessions, resulting in high
barriers to entry and favorable competitive positions in respective
markets. Sazka has increased its online presence notably in recent
years, with online channels making up about 40% of total revenue in
the Czech Republic, 25% in Austria, and 25% in Greece. OPAP's
recent acquisition of a majority stake in Stoiximan--the leading
online sports betting and iGaming platform in Greece--further
reinforces the growth in online. Sazka's earnings come from Czech
Republic, Austria, Greece, Cyprus, and Italy. This provides some
diversification, as illustrated during the pandemic, when the
performance in some of its highest-impact business (such as CASAG)
was counterbalanced by wider group performance.

On Jan. 21, Sazka announced its intention to list on the NYSE
through a combination with publicly traded special-purpose
acquisition company (SPAC) Cohn Robbins Holdings Corp. The proposed
transaction, in relation to pro forma cash and sources and uses,
remains subject to final calculations, in particular regarding
redemptions. S&P said, "We understand that majority of the proceeds
will go to current shareholders KKCG, which will dilute its
ownership to about 83%. Nonetheless, we expect KKCG, Sazka's
majority shareholder, will continue controlling the group. We also
expect that as part of the transaction, Apollo's EUR500 million
investment, which we currently consolidate into our adjusted debt
metrics, will be restructured into EUR322 million convertible
notes, including an interest component, and which we will continue
to consolidate. This would imply an immediate EUR178 million debt
reduction, or 0.1x adjusted leverage, albeit higher interest costs
and absent any other shareholder returns pre-financial close. In
addition, we expect the listing to provide Sazka with additional
visibility in the U.S. market and access to public equity capital
markets. The transaction is still subject to regulatory approvals,
before CRHC's shareholder vote, and we don't expect it to close
until the second quarter of 2022."

S&P said, "In our base-case scenario, we forecast that adjusted
leverage metrics will decline toward 4x and FFO to debt will
approach 20% by end-2022. We forecast about EUR2.5 billion of
proportionate net debt by end-2021 and expect it to remain around
these levels in 2022. We anticipate that S&P Global
Ratings-adjusted debt to EBITDA for 2022 will fall toward 4.0x from
over 4.5x forecast for end-2021, because of increasing earnings. We
also expect FFO to debt to approach 20% over the same period. Our
forecast free operating cash flow necessarily includes some
instances of proportional consolidation accounting, but given the
debt structure at Sazka's parent level, we also consider the
sustainability and accessibility of cash sources flowing to the
parent, relative to fixed cash uses and contractual obligations,
including interest cover and covenant headroom. Still, Sazka's
businesses are highly cash-generative as they have low ongoing
capital expenditure (capex) requirements, which should support its
financial flexibility. As it relates to our net adjusted debt, we
have begun to proportionately net cash at CASAG, given that Sazka's
direct stake is comfortably above 50% and it has strong rights in
the shareholder agreement that allow distribution of excess cash."

Sazka has demonstrated its ability to expand through incremental
mergers and acquisitions (M&A) and is set to continue doing so with
the potential to enter new markets. The company has a track record
of expanding its business through incremental M&A and through
increasing ownership in current subsidiaries. This includes the
recent acquisition of a majority stake in CASAG, ongoing stake
increases in OPAP, and indirectly via OPAP's majority acquisition
of Stoiximan. S&P said, "We understand Sazka is also looking to
enter new markets, including the U.S. and other untapped markets in
Europe such as the U.K., Belgium, and the Netherlands. Although not
included in our base-case scenario, Sazka is expecting results from
the U.K. National Lottery bid, which is due in the coming months.
We understand from public announcements that they are likely
competing against current incumbent operator Camelot, Sisal (now
Flutter), and private investor Richard Desmond. This effort, if
successful, would support the business, although we estimate that
initial capex would somewhat weigh on leverage in 2023, as
operations are not set to begin until 2024."

S&P said, "We have assumed a stable regulatory environment.Sazka
operates in the Austrian gaming market through its subsidiary,
CASAG. We note comments made in February 2021 by ministers in that
jurisdiction that additional gaming regulation is being considered,
both in terms of taxation, regulatory bodies and practically in
terms of allowable products and operational gaming features. The
potential package would include the creation of an independent
regulator and DNS-blocking and blacklisting of illegal operators,
which we understand would benefit CASAG's iGaming in particular. We
have not taken an explicit earnings sensitivity to CASAG based on
uncertainty regarding timing, implementation, and measures.
Nonetheless, Sazka intends to drive near term performance in this
subsidiary through its recent reorganization program; also, we have
taken some sensitivity to management expectations for FY22 and FY23
group performance. Lastly, the license tender for Lottoitalia is
due in 2025, which is during the term of the current financing. We
assume the group will be able to renew these licenses and therefore
continue to benefit from dividends from Lottoitalia. Renewal risk
and associated capex is in our view a continual key risk for gaming
groups, which underpins their intellectual property and ability to
exploit commercial revenue. Likewise, regulatory risk, including
taxation policies of governments, remains a common risk for gaming
companies.

"Sazka fully owns and controls only one of its subsidiaries, which
constrains the rating. This is because we consider that the
minority stakeholders could influence decision-making, and the debt
and access to cash flows at the parent are structurally subordinate
to the subsidiaries. Also, in some cases, Sazka is party to
agreements with the other shareholders prescribing governance
rights and other matters, which could limit its ability to exercise
absolute control, including financial policy, strategy, dividend
distributions and other board reserved matters. Furthermore, the
company's ability to extract and move cash between operating
companies and up to the holding level in times of need could be
hampered. Still, our base-case scenario assumes that Sazka will
comfortably cover its operating and interest costs at the holding
level through envisaged cash inflows from its subsidiaries."

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

Health and safety

S&P said, "The stable outlook reflects our expectation that Sazka
will deleverage over the next 12-24 months, supported by solid
EBITDA and operational cash flow growth. Specifically, we project
that the company's weighted-average adjusted leverage will be
around 4x and FFO to debt will be over 20%.

"We could lower the rating if earnings decline or the company takes
on additional debt, such that its leverage metrics remain above
4.25x or FFO to debt falls below 20% on a sustained basis. This
could occur due to weakness in operational performance, M&A
strategy, or dividend distributions to the parent. This could also
occur if its liquidity deteriorates, for example from declining
cash inflow receipts at the holding level, resulting in declining
coverage of mandatory and fixed charges such as parent level
interest, amortization and operating costs. Lastly, we will
consider in our analysis of the downside triggers to the rating the
group's track record and financial policy in meeting financial
budgets and ability to deleverage.

"An upgrade during our outlook horizon is unlikely because of
Sazka's appetite for continued M&A activity. However, we could
raise the ratings if the company expands its scale significantly,
and a substantial portion of the group's earnings are generated
from wholly owned subsidiaries, reducing potential restrictions on
subsidiary financial policy and cash flow. We could raise our
ratings if Sazka improves its financial metrics such that its
adjusted leverage declines below 3x and FFO to debt averages
comfortably over 30% sustainably." This would also need to be
supported by the following:

-- In S&P's view, the potential impact from regulatory changes in
Sazka's main markets will not affect the group from achieving these
cash flows and leverage ratios.

-- The company will maintain adequate liquidity and adheres to a
financial policy that supports commitment to maintain these
ratios.

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

Social factors are a moderately negative consideration in S&P's
credit rating analysis of Sazka. Like most gaming companies, Sazka
is exposed to regulatory and social risks and the associated costs
related to increasing player health and safety measures, prevention
of money laundering, and changes to gaming taxes and laws. Sazka is
exposed to Italy, the Czech Republic, and Greece, among other
jurisdictions. Social distancing restrictions and temporary store
closures during the pandemic caused EBITDA to drop by approximately
30% in 2020. That said, the group's strong position in lottery
somewhat mitigated this deterioration and S&P generally consider
lottery to be one of the better positioned gaming product
categories.

"Governance factors are a moderately negative consideration. Sazka
has a corporate structure whereby it wholly owns some subsidiaries
such as Sazka A.S, whereas other major operations such as OPAP and
Casinos Austria are controlled through significant ownership
positions, and Lottoitalia is a minority ownership position. As
such, only a portion of the group's reported earnings are generated
through wholly owned operations. Sazka has a single controlling
majority shareholder with the ability to influence corporate
decision-making."



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

AFFLELOU SAS: Fitch Alters Outlook on 'B' LT IDR to Stable
----------------------------------------------------------
Fitch Ratings has revised the Outlook on Afflelou S.A.S.'s
Long-Term Issuer Default Rating (IDR) to Stable from Negative and
affirmed the IDR at 'B'. Fitch has also affirmed the senior secured
notes at 'B+'/'RR3', and subordinated notes at 'CCC+'/'RR6'.

The revision of the Outlook to Stable reflects the company's
recovery in 2021, despite continuing partial store closures during
lockdowns, as well as its positive free cash flow (FCF), which has
allowed Afflelou to rebuild its liquidity cushion. Fitch views this
as a strength that will allow Afflelou to deleverage from an
expected temporary leverage peak in FY22, following a EUR50 million
debt increase linked to a EUR64 million dividend recap.

The 'B' IDR reflects Fitch's view of Afflelou's sustainable
business model, demonstrating limited vulnerability to the
pandemic, and its capacity to recover. Strong brand awareness and a
leading position in its core market have supported business
stability.

KEY RATING DRIVERS

Moderate Exposure to Pandemic: Afflelou's stores faced a full
two-month closure during the first lockdown at the start of the
pandemic. Although part of the network in France (around 20%) had
to be closed in early 2021 amid subsequent lockdowns, FY21
(year-end July) sales almost returned to pre-pandemic levels. Fitch
expects an increase of around 11% in sales in FY22 and an average
3% from FY23 to FY25. Fitch does not incorporate drastic
operational restrictions in Fitch's forecast as the majority of
stores should now stay open, regardless of restrictions imposed on
retail in core markets.

Sustainable Demand for Core Products: A supportive healthcare
system in France reimburses around 70% of consumers' total
healthcare expenditure. As 93% of revenues come from prescription
glasses (86%) and hearing aids (7%), which enjoy long-term growth
in demand, Fitch forecasts growth in mid-single digits over the
next three to five years, in line with pre-pandemic trends.

An ageing population and growing myopia are increasing the number
of people in need of vision correction by 1% annually in Europe.
Additionally, the availability of sophisticated solutions such as
progressive lenses is expected to benefit replacement cycles. Fitch
also expects chains to outperform the market, due to economies of
scale and increased sophistication of services.

Improved Financial Risk: The announced EUR50 million debt increase
is linked to upstreaming EUR62 million to shareholders, leading to
a limited temporary increase in leverage metrics. However, FY21
performance had allowed leverage metrics to decrease below Fitch's
negative sensitivities. As a result, Fitch forecasts funds from
operations (FFO) adjusted gross leverage to temporarily increase
above Fitch's negative sensitivity for FY22 at 7.3x before improved
profitability should allow deleveraging below 7.0x from FY23.

Shareholder Reorganisation: Fitch views the increase in the
Afflelou family's stake to 29% from 14% as positive. The investment
horizon of Afflelou's shareholders has differed since its IPO was
shelved in FY17. Private equity investors are likely to be
evaluating exit options, as opposed to the longer-term perspective
of the family and remaining institutional investors.

Resilient Business Model: Afflelou's business model combines the
typical features of a retailer with a strong franchisor business,
anchored on banner fees and wholesale distribution. Pre-pandemic,
its revenues per store outperformed the market by 60% in France
(2019) and by over 100% in Spain (2018), proving the efficiency of
its franchise. This operating profile also keeps cash outflows for
capex and working capital under control. Afflelou is developing the
hearing aids business using the same franchising model as the
optical business.

Strong Brand Awareness: Afflelou is a strong player in its niche in
France and Spain, with the highest brand awareness in France,
despite holding a third place in terms of sales (10%, slightly
behind Krys and Optic 2000 with 13% each). In Spain, it is the
fourth-largest market player with 7% market share, but is the
largest franchisor banner by number of stores. Fitch views strong
brand awareness as especially supportive of Afflelou's business,
which combines a wide product range with low price sensitivity (due
to insurance reimbursement of purchases) by consumers.

Strong Cash Flow Generation: The FCF margin reached a record 18.3%
margin as a result of sales and profit recovery in FY21, further
helped by favourable working capital swings as franchisees repaid
the support loans the company granted to them in 2020. Limited
capex and working capital requirements should help maintain the FCF
margin at high single digits, with scope to be helped by growth of
increasingly profitable hearing aid activities.

Fitch expects medium-term capex requirements to normalise at around
4% from FY23 on, mainly due to the digital transformation efforts,
which will represent around half of total capex in Fitch's
forecast. Fitch expects the forecasted annul FCF in the medium-term
to strengthen the cash balance further.

Hearing Aid Opportunity: Fundamentals for the hearing aids market
in France remain strong, with around 60% of patients in need of
hearing aid lacking the appropriate devices, and the Santé
programme allowing for 100% price reimbursement to consumers. The
hearing aid sub-segment exhibited 26.3% growth in FY21. In
addition, it accounted for 7% of network sales and contributed
positively to EBITDA for the first time.

DERIVATION SUMMARY

Afflelou's ratings reflect the group's profile characterised by its
healthcare products and retail distribution network, which is
predominantly franchised with owned stores. The credit risk of the
retail component is mitigated by a favourable reimbursement policy
for vision products in France, covered by the state and mutual
insurance policies. This provides greater operational stability
compared with conventional high street retailers, who face less
predictable consumer behaviour, and as a result are exposed to
higher sales and earnings uncertainties.

The business also compares favourably with that of Auris Luxembourg
II S.A. (WS Audiology; B-/Stable), a supplier of hearing aids. WS's
higher leverage and weaker FCF generation justify a lower rating
than Afflelou's.

Rodenstock Holding GmbH (WD), a Germany-centric lens manufacturer,
also a medical devices company, has similar margins but lower FCF
generation, in addition to lower turnover predictability due to the
lack of direct protection provided by reimbursement policies.

KEY ASSUMPTIONS

-- Revenue growth of around 11.5% in FY21 followed by mid-single
    digit growth until FY25;

-- EBITDA margin gradually improving to 23% in FY24 from around
    22% in FY22;

-- Capex at 6% of revenues in FY22, stabilising at around 4.2% in
    FY23-FY25; and

-- No cash upstream up to FY25 after EUR62 million in FY22 to
    finance shareholding reorganization.

Key Recovery Assumptions

Fitch's recovery analysis assumes that Afflelou would remain a
going-concern (GC) in restructuring and that it would be
reorganised rather than liquidated in bankruptcy. This is because
intangible assets, represented by its relationship with franchisees
and suppliers, are key to the value of the group.

Fitch has assumed a 10% administrative claim in the recovery
analysis.

Our analysis assumes a post-restructuring EBITDA of about EUR64
million, 28% down from Afflelou's FY21 EBITDA. At this level of
EBITDA, Fitch assumes that corrective measures would have been
taken, and thus Fitch would expect Afflelou to generate moderately
positive to break-even FCF. However, the capital structure will
likely become unsustainable. Fitch also assumes a distressed
multiple of 5.5x and a fully drawn EUR30 million RCF in a
distressed scenario.

Our waterfall analysis generated a recovery computation in the
'RR3' band (indicating a 'B+' instrument rating) for the EUR460
million senior secured notes (which includes the EUR50 million add
on), and in the 'RR6' band (indicating a 'CCC+' instrument rating)
for the EUR75 million senior subordinated notes. The waterfall
analysis based on current metrics and assumptions is 63% for the
senior secured debt and 0% for the subordinated debt.

RATING SENSITIVITIES

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

-- EBITDA approaching EUR100 million as a result of network and
    margin performance and lack of impact from regulatory changes;

-- FFO adjusted gross leverage sustainably below 5.5x;

-- Total lease-adjusted debt/ EBITDAR below 5.0x on a sustained
    basis;

-- FCF margin post-dividends of at least 5% on a sustained basis;

-- FFO fixed charge cover sustainably above 2.5x;

-- EBITDAR fixed charge coverage above 2.5x on a sustained basis.

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

-- EBITDA sustainably below EUR75 million as a result of weak
    network activity or impact of regulatory changes;

-- FFO adjusted gross leverage sustainably above 7.0x due to lack
    of deleveraging, debt-funded acquisitions;

-- Total lease-adjusted debt/ EBITDAR above 6.5x on a sustained
    basis;

-- Post-dividends FCF margin below 3%.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: The entire repayment of Covid-19-related
loans made to franchisees in FY21 has restored the cash balance to
usual cash levels beyond expectations, despite last year's dividend
recap. Expected growth and improved profitability should drive FCF
margins above 5% on average through the forecast years. The EUR30
million RCF is expected to remain undrawn, giving further liquidity
overall.

ISSUER PROFILE

Afflelou operates as a franchisor in the optical and hearing aid
product markets, operating primarily in France and Spain. The
company provides franchisees with a full range of solutions and
services, supporting the network with industry know-how and
business practices, also providing bespoke marketing and promotion
activities valid throughout the chain.

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.

TEREOS SCA: Fitch Gives Final 'B+' Rating on EUR350MM Unsec. Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Tereos SCA's (Tereos) senior unsecured
new EUR350 million notes a final 'B+' rating with a Recovery Rating
of 'RR5'.

The final rating is in line with the expected rating that Fitch
assigned on 10 January 2022 and follows the pricing and receipt of
the final documentation of the new issue, which conforms to the
information already received.

The notes are issued by Tereos Finance Groupe 1 (FinCo) and Tereos
has used EUR287.4 million of the proceeds to partly refinance its
EUR600 million outstanding notes due 2023 and thus extended its
maturity profile significantly. The remaining proceeds are planned
to be used for other debt repayment.

The notes are rated in line with other outstanding senior unsecured
debt at Finco, ie one notch below Tereos' 'BB-' Issuer Default
Rating (IDR), reflecting their structural subordination to
prior-ranking debt at Tereos operating entities and the high share
of secured debt within the group's total debt.

The 'BB-' IDR of Tereos reflects its resilient market position as
the second-largest sugar producer globally with an asset-heavy
business model, operations and raw-materials sources spread across
Europe and Latin America and a pricing mechanism for beetroot
supply that protects profitability from sugar-price swings. It also
benefits from moderate product diversification and mid-sized scale
compared with that of global commodity traders. This is balanced by
high leverage that is more consistent with a lower rating
category.

The Stable Outlook reflects Fitch's expectations of
operating-profit recovery from FY22 (ending March 2022), due to
volumes normalisation in Europe, price increases driven by a new
commercial strategy and a supportive market environment, efficiency
gains, as well as anticipated moderation in capex further
supporting cash flow.

KEY RATING DRIVERS

Gradual Profit Recovery: Fitch expects Tereos' EBITDA to continue
its recovery started in FY21, following a very weak performance
over FY19-FY20. Resilient demand and higher sugar prices since FY21
should lead to sustainably stronger results from FY23, once the
group's volumes normalise. Performance in FY22 remains constrained
by lower sugar production in France affected by jaundice during the
2020-2021 sugarbeet campaign as well as by a lower sugarcane
harvest in Brazil. FY22 profits are also being challenged by higher
energy costs but Tereos is well-hedged for the current sugarbeet
campaign in Europe; Fitch also expects it continue to pass on cost
increases to end-customers should this challenge persist.

Funds from Operations (FFO) Normalisation: While Fitch does not
assume sugar prices will remain at the current peak of USD20
cents/lb, Fitch expects the combination of volume normalisation and
price recovery from their trough to increase EBITDA toward EUR550
million in FY23 (FY21: EUR435 million) and FFO to exceed EUR400
million (FY21: EUR254 million), the minimum that Fitch views as
being consistent with a 'BB-' IDR. 1HFY22 results show the
improvement is also supported by efficiency initiatives, which
include the completion of its 'Ambitions 2022' plan and a shift in
the focus of its commercial strategy in starch and sweeteners to
value from volumes. Fitch also assumes that profitability in its
Brazilian operations will partly benefit, through to FY25, from a
growing share of own-farmed sugar cane in the sourcing mix.

Leverage Headroom Restored from FY22: Fitch expects readily
marketable inventories (RMI)-adjusted FFO net leverage to reduce to
approximately 5.0x in FY22 (FY21: 6.8x) and to below 4.5x from
FY23, creating sufficient headroom against the negative rating
trigger of 5.0x. Fitch projects net debt (adjusted for factoring)
to fall toward EUR2.4 billion by FY24 (FY21: EUR2.6 billion,
including EUR204 million of factoring-line utilisation). Fitch's
projections are more conservative than Tereos' target of below EUR2
billion by FY24. Fitch assumes that the group will continue
adhering to a conservative financial policy, limiting shareholder
remuneration mostly to the application of the sugar-beet pricing
formula and possibly continuing its disposal of non-core assets,
which in 1HFY22 raised approximately EUR100 million.

Shift to Neutral/Positive FCF: Fitch expects Tereos to maintain the
neutral-to-positive free cash flow (FCF) generation it delivered in
FY21 after a trend of negative FCF in FY18-FY20. In addition to
stronger profit, Fitch expects FCF will be supported by a reduction
in annual capex to around EUR300 million a year (FY21: EUR368
million) and prudent dividends of EUR20 million-EUR25 million per
year in FY22-FY24, only partly offset by anticipated
working-capital outflows.

Strong Business Profile: Tereos has a business profile that is
commensurate with the mid-to-high end of the 'BB' rating category
through the cycle. This reflects its large operational scope and
strong position in a commodity market with moderate long-term
growth prospects. It is diversified with production in the EU and
Brazil, and with a presence in starches, sweeteners and protein
products, reducing reliance on sugar operations. It also has
flexibility to alternate between sugar- and ethanol-processing,
depending on market prices, as well as a flexible pricing mechanism
for beetroot procurement agreed with its member farmers, which
should support profit-margin resilience.

Weak Bond Recovery Prospects: The senior unsecured rating for
FinCo's outstanding EUR1,038 million bonds is one notch below
Tereos' IDR, reflecting their structural subordination to
prior-ranking debt at Tereos operating entities (FY21: 4.1x
consolidated EBITDA; 57% of total debt) and a high share of secured
debt in its total debt (FY21: 27%). Fitch expects the debt
structure to remain largely unchanged for the next four years.
Under Fitch's criteria this indicates lower recoveries for
unsecured debt raised by FinCo than secured debt.

ESG - Exposure to Ecological Risks: Tereos has an ESG Relevance
Score for Waste & Hazardous Materials Management; Ecological
Impacts of '4'. This reflects the impact on the volumes of its
sugar production in France from regulation that has restricted the
use of neonicotinoid-based insecticides in beetroot farming. As a
result, jaundice materially spread across sugar beet farms in
France, reducing yields by 26% compared with average levels for the
2019/2020 crop. While the authorities have now approved the
re-introduction of neonicotinoid until 2023 the risks for disease
outbreaks remain post-2023.

Tereos' management believe that alternative solutions, such as
resistant sugar beet varieties and sowing techniques that are under
development, should be sufficiently effective to maintain farming
yields despite the definitive ban of neonicotinoid treatment.

DERIVATION SUMMARY

Tereos' 'BB-' IDR is four notches below that of larger and
significantly more diversified commodity trader and processor Bunge
Limited (BBB/Stable). Tereos is also rated one notch below Andre
Maggi Participacoes S.A. (Amaggi; BB/Stable), an integrated
agribusiness company based in Brazil. Although both companies have
comparable scale and asset-heavy businesses, with Tereos exposed to
moderate product diversification and Amaggi heavily reliant on one
region, the latter benefits from a more conservative capital
structure and stronger FCF generation than Tereos.

Tereos has comparable scale with and is focussed on few commodities
as similarly rated Kernel Holding S.A. (BB-/Positive). Although
Kernel has lower leverage, this is balanced by its dependence on a
single source of supply, Ukraine, compared with Tereos' ability to
source raw materials from Europe and Brazil.

Tereos benefits from a stronger business profile than Corporacion
Azucarera del Peru S.A. (B+/Stable), whose rating reflects higher
geographical and product concentration. Tereos also benefits from
lower refinancing risk and greater financial flexibility than
Corporacion Azucarera del Peru, but this is partly offset by higher
leverage.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:

-- USD/EUR at 1.2 over the next four years, and USD/BRL at 5.25
    in FY22 and flat at 5.3 in FY23-FY25;

-- International sugar price NY11 averaging at USD0.16/lb in FY22
    before declining to USD0.145/lb in FY23 and stabilising at
    around USD0.135/lb in FY24-FY25. European sugar prices at
    average EUR470/tonne in FY22. Fitch assumes the global balance
    will only be in mild surplus next season, as growing supply
    from India and eastern Europe will be moderated by a still low
    harvest in Brazil and growing global consumption in the
    anticipated post-pandemic economic recovery. Thus, Fitch
    assumes that prices will remain high in the 2021-2022 season,
    and correct from FY24 toward USD0.135/lb;

-- Fitch-adjusted EBITDA margin improving toward 11.5% in FY23
    and stabilising at 11%-11.5% in FY24-FY25, from 10.1% in FY21;

-- Capex of around EUR300 million-EUR320 million a year for the
    next four years;

-- Dividends paid to cooperative members of around EUR20 million
    EUR25 million a year;

-- No material M&A transactions over the next four years;

-- Credit lines used to finance operations are renewed.

RATING SENSITIVITIES

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

-- Strengthening profitability (excluding price fluctuations) as
    measured by RMI-adjusted EBITDAR/gross profit returning to
    above 30%, reflecting reasonable capacity utilisation in sugar
    beet and overall increased efficiency;

-- At least neutral FCF while maintaining strict financial
    discipline;

-- Consolidated FFO net leverage (RMI-adjusted) consistently
    below 4x, aided by debt repayments rather than cyclical profit
    expansion.

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

-- Reduced financial flexibility as reflected in FFO interest
    coverage (RMI-adjusted) falling permanently below 2.5x or an
    inability to maintain adequate availability under committed
    medium-term credit lines;

-- Inability to maintain cost savings derived from the efficiency
    programme or excessive idle capacity in different market
    segments, leading to weak RMI-adjusted EBITDAR/gross profit on
    a sustained basis;

-- Inability to return consolidated FFO to approximately EUR400
    million;

-- Consolidated FFO net leverage (RMI-adjusted) above 5.0x on a
    sustained basis, reflecting higher refinancing risks.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Tereos' internal liquidity score (defined
as unrestricted cash plus RMI plus accounts receivables divided by
total current liabilities) remained weak at 0.8x as of FYE21. At
the same time the group has improved its maturity profile following
the refinancing of a number of credit facilities since end-March
2021, including the issue of an EUR125 million tap on its 2025 7.5%
bonds, and the latest placement of EUR350 million notes, with
EUR287.4 million of the proceeds used to partly refinance its
EUR600 million outstanding notes due 2023. Liquidity was also
supported at end-September 2021 by EUR725 million of undrawn
committed revolving credit facilities due between December 2022 and
2026.

ISSUER PROFILE

Tereos is the world's second-largest sugar producer and
third-largest alcohol, ethanol and starch producer in Europe. It is
a cooperative with 12,000 cooperative farmer shareholders based in
France, who provide the group with sugar-beet raw materials.

ESG CONSIDERATIONS

Tereos SCA has an ESG Relevance Score of '4' for Waste & Hazardous
Materials Management; Ecological Impacts due to risks related to
regulatory changes for application of crop protection products by
farmers. This has a negative impact on the credit profile, and is
relevant to the rating in conjunction with other factors.

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



=============
G E O R G I A
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VTB BANK: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Negative
------------------------------------------------------------------
S&P Global Ratings affirmed its issuer credit ratings on two
Georgian banks following a revision to its criteria for rating
banks and nonbank financial institutions and for determining a
Banking Industry Country Risk Assessment.

The affirmations include:

-- VTB Bank (Georgia) (BB-/Negative/B);
-- Cartu Bank JSC (B/Stable/B).

S&P's assessments of economic risk and industry risk in Georgia are
'8' and '7', respectively. These scores determine the BICRA and the
anchor, or starting point, for its ratings on financial
institutions that operate primarily in that country.

The '8' economic risk score for Georgia reflects the country's
small economy, low GDP per capita, and persistent external
vulnerabilities. Portfolio dollarization remains high, making banks
vulnerable to exchange rate swings, and debt continues to build in
the private sector, which in the long run should test leverage
capacity.

S&P said, "The '7' industry risk score for Georgia reflects our
assessment of efficient banking regulation that is broadly in line
with international standards, sound corporate governance, and good
transparency. We believe the banking sector's risk appetite,
including lending in foreign currency to unhedged borrowers, will
remain high, and its heavy reliance on external funding will
continue.

"The recent rapid spread of the omicron variant highlights the
inherent uncertainties of the pandemic as well as the importance
and benefits of vaccines.Although the risk of new, more severe
variants displacing omicron and evading existing immunity cannot be
ruled out, our current base case assumes that existing vaccines can
continue to provide significant protection against severe illness.
Furthermore, many governments, businesses, and households around
the world are tailoring policies to limit the adverse economic
impact of recurring COVID-19 waves. Consequently, we do not expect
a repeat of the sharp global economic contraction of second-quarter
2020. Meanwhile, we continue to assess how well each issuer adapts
to new waves in its geography or industry."

VTB Bank (Georgia)
Primary analyst: Dmitriy Nazarov

S&P said, "We affirmed our 'BB/B' ratings on VTB Bank (Georgia; VTB
Georgia) with a negative outlook. We assume that VTB Georgia will
preserve its good asset quality, and that the level of problem
assets will remain similar to the system average. With cost of risk
broadly stable at close to 50 basis points (bps)-60 bps, we expect
that nonperforming assets will remain at about 5% of the bank's
loan portfolio under International Financial Reporting Standards
(IFRS). Of VTB Georgia's loans, 44% are denominated in foreign
currency, compared with a system average of 55%. We still regard
this as elevated and it exposes the bank to additional credit risk
from exchange rate fluctuations. We forecast that the risk-adjusted
capital (RAC) ratio will be close to 8.5%-8.6% over the next 12-18
months, supported by stable profitability and a lack of dividends,
from 8.8% at year-end 2020.

"We expect that VTB Georgia's limited market share will continue to
constrain its competitive power. At the same time, Russia-based VTB
Bank, one of the largest financial service groups in the region,
owns 97% of VTB Georgia and its support underpins VTB Georgia's
business position in its local market. We predict that VTB Georgia
will continue to benefit from ongoing parental support in the form
of periodic capital injections, the availability of liquidity
lines, and extensive expertise in the universal banking business."

Customer deposits will remain the major source of funding for the
bank. Although deposits have been stable and expanded over the
years, customer funding is concentrated, with the 20 largest
deposits comprising 43% of total customer funds. The bank's
liquidity is adequate, reflecting its adherence to strict
regulations regarding the liquidity coverage ratio, which was close
to 136% at Oct. 1, 2021.

S&P considers VTB Georgia a strategically important subsidiary of
VTB Group. Accordingly, it includes three notches of uplift for
parental support in the long-term rating on VTB Georgia above the
'b' stand-alone credit profile.

Outlook

The negative outlook on VTB Georgia mirrors that on the Georgian
sovereign.

Downside scenario: S&P said, "We could take a negative rating
action in the next 12 months if we lower our sovereign credit
ratings on Georgia. We could also take a negative rating action if
we see that the bank's relative importance for its parent has
substantially weakened, in particular, if VTB Bank JSC's interest
or capacity to provide extraordinary financial support to VTB
Georgia diminishes."

Upside scenario: S&P said, "We could revise the outlook back to
stable if we take a similar rating action on the sovereign. In this
case, an outlook revision is possible only if we do not see
material pressure on the bank's stand-alone creditworthiness and if
the parent maintains its willingness to provide support."

  Ratings Score Snapshot

  Issuer credit rating: BB/Negative/B
  Stand-alone credit profile: b

  Anchor: bb-
  Business position: Moderate (-1)
  Capital and earnings: Adequate (0)
  Risk position: Moderate (-1)
  Funding and liquidity: Adequate and Adequate (0)
  Comparable ratings analysis: 0
  Support: +3

  Additional loss-absorbing capacity (ALAC) support: 0
  Government-related entity (GRE) support: 0
  Group support: +3
  Sovereign support: 0
  Additional factors: 0

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

Cartu Bank JSC
Primary analyst: Dmitriy Nazarov

S&P said, "We affirmed our 'B/B' ratings on Cartu Bank JSC with a
stable outlook. We expect that the bank's asset quality might
improve gradually but will remain weaker than the system average
and continue to weigh on its credit profile. This reflects a much
higher share of problem loans on the bank's balance sheet compared
with domestic peers (42% versus the 5.5%-6.0% system average) as
well as low provisioning coverage of just 30% versus 50%-60% for
domestic peers. At the same time, we anticipate that Cartu Bank
will likely preserve its creditworthiness thanks to its substantial
capital buffer, with the RAC ratio remaining sustainably above
10%.

"We think that Cartu Bank's relatively small scale in a highly
competitive sector and undiversified business model, with a focus
on corporates, weigh on its business position. Despite weaker asset
quality, Cartu Bank's financial performance has been generally on
par with that of peer banks in Georgia. Based on Pillar III
disclosures, the bank's reported return on equity in 2016-2020
stood at 8.4%, which compares well with the 8.1% average for a
sample of smaller Georgian banks. We think that the bank's funding
profile is similar to other Georgian banks with customer deposits
remaining the major funding source. Despite very high single-name
concentrations (the top-20 depositors represent about 82% of total
customer deposits), the bank's funding base has been stable over
the past five years. It maintains a robust liquidity cushion due to
regulation from the National Bank of Georgia, which is considerably
stricter than international practice. For example, the bank's
liquidity coverage ratio was close to 200% at Sept. 30, 2021,
versus 187% at year-end 2020."

Outlook

S&P said, "The stable outlook on Cartu Bank reflects our opinion
that it will maintain strong capitalization and a stable funding
profile over the next 12 months. We also expect a gradual recovery
of the bank's asset quality, which, nevertheless, will remain weak
compared with the system average."

Downside scenario: A negative rating action could follow if Cartu
Bank's capitalization drops to levels we no longer consider strong,
with the RAC ratio declining below 10%. This might result from
faster asset growth than S&P expects and more aggressive dividend
distributions or materially higher loan loss provisions than it
envisages. Reduced customer confidence, resulting in a material
withdrawal of funds, could also trigger a negative rating action.

Upside scenario: In S&P's view, a positive rating action is
unlikely in the next 12 months. However, it could consider a
positive rating action if Cartu Bank reduces its appetite for
highly leveraged borrowers, while decreasing problem loans on its
balance sheet to levels comparable with domestic peers' and
maintaining strong capitalization.

  Ratings Score Snapshot

  Issuer credit rating: B/Stable/B
  Stand-alone credit profile: b

  Anchor: bb-
  Business position: Moderate (-1)
  Capital and earnings: Strong (+1)
  Risk position: Constrained (-2)
  Funding and liquidity: Adequate and Adequate (0)
  Comparable ratings analysis: 0
  Support: 0

  Additional loss-absorbing capacity (ALAC) support: 0
  Government-related entity (GRE) support: 0
  Group support: 0
  Sovereign support: 0
  Additional factors: 0

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


  Ratings List

  RATINGS AFFIRMED

  CARTU BANK JSC

    Issuer Credit Rating     B/Stable/B

  RATINGS AFFIRMED

  VTB BANK (GEORGIA)

    Issuer Credit Rating     BB/Negative/B




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G E R M A N Y
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K+S AG: Egan-Jones Keeps B- Senior Unsecured Ratings
----------------------------------------------------
Egan-Jones Ratings Company on January 10, 2022, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by K+S AG. +. EJR also maintained its 'C' rating on
commercial paper issued by the Company.

K+S AG is a German chemical company headquartered in Kassel.


THYSSENKRUPP AG: Egan-Jones Hikes Senior Unsecured Ratings to B
---------------------------------------------------------------
Egan-Jones Ratings Company on January 12, 2022, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by ThyssenKrupp AG to B from B-.

Headquartered in Essen, Germany, ThyssenKrupp AG manufactures
industrial components.




===========
G R E E C E
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OPAP SA: S&P Ups LT Issuer Credit Rating to 'BB-', Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer rating on Sazka
Group A.S. to 'BB-' from 'B+'.

Given that S&P's rating on OPAP S.A. is constrained by that on
Sazka, its also upgraded Greek gaming group OPAP S.A. to 'BB-' from
'B+'.

The stable outlook indicates that S&P expects OPAP to achieve solid
operational performance over the next 12 months and report S&P
Global Ratings-adjusted debt to EBITDA comfortably below 3x. The
outlook also reflects the stable outlook on rated parent Sazka,
which currently caps the OPAP rating.

Since Oct. 13, 2020, OPAP's performance has benefitted from a sharp
drop in cash outflows related to gross gaming revenue (GGR) tax.

In 2011, it prepaid to extend its gaming license by 10 years to
October 2030. Then, in 2013, it agreed with the Greek government
that 80% of the payment should represent a prepayment of the GGR
taxes due during the extension period. This agreement was cleared
by the European Commission. The Greek government also agreed to
lock in the GGR tax rate for this 10-year period. Now that the
extension period has begun, OPAP pays GGR taxes of 30%, the rate at
the time of the agreement, but because of the prepayment, its cash
outflows are equivalent to a rate of 5%. Consequently, the group
has started to report materially higher operating cash flows. Over
this 10-year period, we estimate this tax treatment represents an
inflow of about EUR250 million per year.

S&P said, "Given this tax reduction, the group has seen an increase
in other income, which is captured in our adjusted EBITDA, in line
with how it is recognized in OPAP's audited accounts. We also
record a yearly accruing debt adjustment, which represents the
potential consideration that may be owed to the Greek government
when the agreement expires in 2030. This potential settlement will
depend on whether the tax benefits enjoyed by OPAP while the
agreement is in effect exceed the present value of the carried
prepaid tax benefit. While we include the benefits flowing from the
tax treatment in our base-case metrics for OPAP over our forecast
horizon, in our view, any change in the agreement could result in a
material change in financial performance. It is difficult to
predict whether the agreement will last for the full 10 years of
its term, given that it represents a material amount, and the
government is one of the counterparties.

"We estimate that OPAP's 2021 earnings and cash flows surpassed
pre-pandemic levels, despite the restrictions that were
imposed.OPAP's retail network was closed from the start of 2021
until April, when its stores resumed operations. Video lottery
terminals (VLTs) and play stores opened later in May. The Greek
government then introduced new restrictions in the last quarter of
2021, which we expect to be continued in the beginning of 2022."
Customers are now required to display a vaccination certificate to
access any retail shops, including OPAP's. Nevertheless, OPAP's
enhanced online penetration and the recovery in retail that
followed the easing of restrictions supported its overall earnings
and cash flows for 2021, as did the inflows from its tax agreement
and the consolidation of Stoiximan. OPAP's S&P Global
Ratings-adjusted EBITDA in 2021 is estimated to surpass 2019
levels, reaching EUR505 million-EUR545 million. Its adjusted debt
to EBITDA is expected to decline to 2.2x, from 2.7x in 2019. For
2022, S&P expects adjusted leverage to decline further to below 2x
and adjusted EBITDA to improve to EUR575 million-EUR625 million.

OPAP's recent acquisition of a majority stake in online gaming
company Stoiximan will support its expansion into this segment.
Greece introduced a new regulatory regime for online gaming in
2021; the Hellenic Gaming Authority awarded online gaming and
betting licenses to 15 operators in May 2021. Of these, 12 were
pre-existing companies and three were newcomers. OPAP obtained
sports betting and iGaming licenses, both for seven years, at an
approximate cost of EUR5 million. This gives it a solid framework
in the online gaming market.

Online gaming is the fastest growing segment in the Greek market
and its expansion accelerated because of the COVID-19 restrictions.
As of 2021, online represented about 28% of total sales for OPAP
(up from 7.2% in 2020), boosted by the consolidation of Stoiximan
and retail closures. OPAP now holds 84.48% of Stoiximan and the two
companies had a combined share of over 50% of the online gaming
market in Greece in 2021. S&P expects them to enhance their
penetration of the market, so that it comprises 30% of their sales.
That said, if major foreign players enter the Greek market, it
could increase competition and affect OPAP's margins.

In June 2021, the company announced a new dividend policy.The
expected material inflow coming from the tax agreement during
2020-2030, combined with the scrip reinvestment option on its
dividends, have effectively materially lowered outflow
distributions and materially increased cash balances. S&P said,
"Our projections suggest dividend payouts of EUR400 million-EUR450
million in 2022 and a further increase in 2023. We forecast funds
from operations (FFO) to debt of 38%-43% this year, increasing to
more than 50% in 2022 and 2023, and discretionary cash flows (DCF)
to debt averaging about 10%-15%."

The upgrade mirrors the rating action on OPAP's majority
shareholder Sazka, which is based on stronger projected credit
metrics. The ratings on OPAP are capped at the level of the group
credit profile of Sazka, its main shareholder. S&P said, "Our
assessment of OPAP's stand-alone credit profile (SACP) is 'bb'.
Despite its sizable free float, we do not see OPAP as insulated
from Sazka, given that no shareholder other than Sazka-controlled
entities owns more than 5% of its capital. Sazka heavily relies on
OPAP's cash flow, consolidates OPAP into its own audited accounts
(based on its controlling position), and nominates representation
to OPAP's board of directors. This constrains our long-term issuer
credit rating on OPAP by one notch to 'BB-'."

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

-- Health and safety

The stable outlook indicates that S&P expects OPAP to achieve solid
operational performance over the next 12 months and report adjusted
debt to EBITDA comfortably below 3x. Given that its rating on OPAP
is capped by that on its parent Sazka, any rating action will be
linked to Sazka's credit profile.

S&P could downgrade OPAP if any of the following were to occur:

-- Sazka's credit metrics weaken materially beyond S&P's base
case, such that its adjusted debt to EBITDA remains above 4.25x
and/or its FFO to debt below 20% on a sustainable basis;

-- OPAP's credit metrics weaken materially beyond S&P's base case,
such that its adjusted debt to EBITDA is over 4.0x and FOCF to debt
is below 5%; or

-- Liquidity deteriorates at either company because of declining
cash flow generation or, in the case of Sazka, a decline in cash
inflow receipts at the holding company level.

S&P said, "We consider an upgrade unlikely in the next 12 months.
However, we could upgrade OPAP if we were to upgrade parent company
Sazka and OPAP's stand-alone credit profile (SACP) remained at
least 'bb'. OPAP's SACP is underpinned by our forecast for an
improving earnings profile, decreasing leverage, sound market and
competitive positions, and growing online operations. Our sovereign
rating of Greece is 'BB/Stable', and thus the current OPAP rating
is not higher than the sovereign rating at this time."

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

S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of OPAP. Like most gaming companies,
OPAP is exposed to regulatory and social risks and the associated
costs related to increasing player health and safety measures,
prevention of money laundering, and changes to gaming taxes and
laws. Also, OPAP is predominately exposed to a single market,
Greece. The pandemic-related temporary closures and restrictions
hit the group's large land-based retail network, causing gross
gaming revenue to decline by about 30% in 2020 and EBITDA to fall
by about 35%.

"Governance factors are a moderately negative consideration in our
credit ratings analysis of OPAP. Sazka owns over 40% of the group
and, combined with board and management representation, this gives
it control over OPAP. Sazka can therefore materially influence key
strategic decisions for the group, including dividend policy."




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

ACCUNIA EURO III: Fitch Raises Class F Notes to 'B+'
----------------------------------------------------
Fitch Ratings has upgraded Accunia European CLO III DAC's class B-1
to F notes and removed them from Under Criteria Observation (UCO).
Fitch has also affirmed the class A notes.

    DEBT                RATING            PRIOR
    ----                ------            -----
Accunia European CLO III DAC

A XS1847612204     LT AAAsf   Affirmed    AAAsf
B-1 XS1847612972   LT AA+sf   Upgrade     AAsf
B-2 XS1847613608   LT AA+sf   Upgrade     AAsf
C XS1847614242     LT A+sf    Upgrade     Asf
D XS1847614911     LT BBB+sf  Upgrade     BBBsf
E XS1847615132     LT BB+sf   Upgrade     BB-sf
F XS1847615561     LT B+sf    Upgrade     B-sf

TRANSACTION SUMMARY

Accunia European CLO III DAC is a cash flow CLO mostly comprising
senior secured obligations. The transaction is actively managed by
Accunia Fondsmaeglerselskab A/S, and will exit its reinvestment
period on 2 August 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 based on the 30 November 2021
trustee report.

The rating actions are in line with the model-implied ratings from
Fitch's updated stressed portfolio analysis, which applied the
agency's collateral quality matrices specified in the transaction
documentation. The transaction has two Fitch collateral quality
matrices based on 16% and 26.5% top 10 obligor concentration
limits. Fitch's analysis was based on the matrix specifying the 16%
top 10 obligor concentration limit as the agency considered this as
the most relevant, based on current and historical portfolios for
the CLO. Fitch also applied a 1.5% haircut to the weighted average
recovery rate (WARR) as the calculation of the WARR in the
transaction documentation is not in line with the latest CLO
criteria.

The Stable Outlooks on the class A notes reflect Fitch's
expectation of sufficient credit protection to withstand potential
deterioration in the credit quality of the portfolio in stress
scenarios commensurate with the rating. The Positive Outlooks on
the class B-1 to F notes reflect expected deleveraging once the
transaction exits its reinvestment period within the year.

Stable Asset Performance: The transaction's metrics indicate stable
asset performance. As of the 30 November 2021 trustee report, the
aggregate portfolio amount was 0.73% over 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 5.8% as
calculated by the trustee.

'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 34.96, which is below the maximum covenant of 35.20. Fitch
calculates the WARF as 26.43 under the updated criteria.

High Recovery Expectations: Senior secured obligations comprise
97.80% 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 largest issuer and largest
10 issuers in Fitch's current portfolio analysis represent 1.93%
and 15.21% of the portfolio, respectively.

RATING SENSITIVITIES

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

-- An increase of the default rate (RDR) at all rating levels by
    25% of the mean RDR and a decrease of the recovery 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 three
    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

Accunia European CLO III DAC

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

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

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

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

CAIRN CLO X: Fitch Raises Class F Notes to 'B'
----------------------------------------------
Fitch Ratings has upgraded Cairn CLO X DAC 's class F notes and
removed class B-1-R to F from Under Criteria Observation (UCO). The
class A-R to E notes have been affirmed. The Outlooks on the class
A-R to F notes are Stable.

     DEBT                 RATING           PRIOR
     ----                 ------           -----
Cairn CLO X DAC

A-R XS2350603374     LT AAAsf  Affirmed    AAAsf
B-1-R XS2350603960   LT AAsf   Affirmed    AAsf
B-2-R XS2350604422   LT AAsf   Affirmed    AAsf
C-1-R XS2350605239   LT Asf    Affirmed    Asf
C-2-R XS2350605742   LT Asf    Affirmed    Asf
D-R XS2350606633     LT BBBsf  Affirmed    BBBsf
E XS1880994246       LT BBsf   Affirmed    BBsf
F XS1880994329       LT Bsf    Upgrade     B-sf

TRANSACTION SUMMARY

Cairn CLO X DAC is a cash flow CLO comprising mostly senior secured
obligations. The transaction is actively managed by Cairn Loan
Investments LLP, and will exit its reinvestment period on 15 April
2023.

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 based on the 6 December 2021
trustee report.

The rating actions are based on Fitch's updated stressed portfolio
analysis, which applied the agency's collateral quality matrix
specified in the transaction documentation. The transaction has two
Fitch collateral quality matrices based on top 10 obligor
concentration limits of 17.5% and 27.5%. Fitch's analysis was based
on the matrix specifying the 17.5% limit as the agency considered
this as the most relevant, based on current and historical
portfolios for this CLO.

The weighted average life (WAL) used for the transaction's stressed
portfolio and matrices analysis is floored at six years post a
three-month reduction from the WAL covenant. This is to account for
structural and reinvestment conditions after the reinvestment
period, including the satisfaction of the coverage tests and Fitch
'CCC' limit tests, together with a progressively decreasing WAL
covenant. These conditions, in the agency's opinion, reduces the
effective risk horizon of the portfolio during stress periods.

The Stable Outlook on the class A-R to F notes reflects Fitch's
expectation of sufficient credit protection to withstand potential
deterioration in the credit quality of the portfolio in stress
scenarios commensurate with their ratings.

Deviation from Model-Implied Ratings: The ratings on all notes,
except the class A-R notes, are one notch below their respective
model-implied ratings. The deviations reflect the long remaining
reinvestment period till April 2023, during which the portfolio can
change significantly due to reinvestment or negative portfolio
migration.

Stable Asset Performance: The transaction's metrics indicate stable
asset performance. As of the 6 December 2021 trustee report, the
aggregate portfolio amount was 0.25% above 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) was 5.17%
as calculated by the trustee.

'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 33.62, which is below the maximum covenant of 36. Fitch
calculated the WARF at 24.81 under the updated criteria.

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

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top- 10 obligor
concentration is 13.9%, and no obligor represents more than 1.94%
of the portfolio balance as calculated by Fitch.

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', 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.

CARLYLE GLOBAL 2015-2: Moody's Gives (P)B3 Rating to Cl. E-R Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued by
Carlyle Global Market Strategies Euro CLO 2015-2 DAC (the
"Issuer"):

EUR248,000,000 Class A-1-R Senior Secured Floating Rate Notes due
2035, Assigned (P)Aaa (sf)

EUR26,500,000 Class A-2A-R Senior Secured Floating Rate Notes due
2035, Assigned (P)Aa2 (sf)

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

EUR24,400,000 Class B-R Senior Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)A2 (sf)

EUR29,600,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)Baa3 (sf)

EUR20,200,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)Ba3 (sf)

EUR11,200,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

As part of this reset, the Issuer will amend the base matrix and
modifiers that Moody's will take into account for the assignment of
the definitive ratings.

As part of this refinancing, the Issuer will extend the
reinvestment period by 4.7 years to 4.7 years and the weighted
average life by 2.9 years to 8.7 years. It will also amend certain
concentration limits, definitions including the definition of
"Adjusted Weighted Average Rating Factor" and minor features. The
issuer will include the ability to hold loss mitigation
obligations. In addition, the Issuer will amend the base matrix and
modifiers that Moody's will take into account for the assignment of
the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is expected to be approximately 55%
ramped as of the closing date.

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

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

In addition to the seven classes of notes rated by Moody's, the
Issuer will increase the Subordinated Notes which were originally
issued to a total of Euro 47.9 million which are not rated.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.

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:

Target Par Amount: EUR400,000,000

Diversity Score: 51

Weighted Average Rating Factor (WARF): 3075

Weighted Average Spread (WAS): 3.60%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 44.5%

Weighted Average Life (WAL): 7.7 years

CVC CORDATUS VII: Fitch Raises Class F-R Notes to 'B'
-----------------------------------------------------
Fitch Ratings has upgraded CVC Cordatus Loan Fund VII DAC's class
D-R-R, E-R, and F-R notes and affirmed the class A-R-R to C-R-R
notes. The class B-1-R-R through F-R notes have been removed from
Under Criteria Observation (UCO).

      DEBT                  RATING           PRIOR
      ----                  ------           -----
CVC Cordatus Loan Fund VII DAC

A-R-R XS2305369618     LT AAAsf  Affirmed    AAAsf
B-1-R-R XS2305370202   LT AAsf   Affirmed    AAsf
B-2-R-R XS2305370897   LT AAsf   Affirmed    AAsf
C-R-R XS2305371515     LT Asf    Affirmed    Asf
D-R-R XS2305372166     LT BBBsf  Upgrade     BBB-sf
E-R XS1865598947       LT BBsf   Upgrade     BB-sf
F-R XS1865598863       LT Bsf    Upgrade     B-sf

TRANSACTION SUMMARY

CVC Cordatus Loan Fund VII DAC is a cash flow CLO mostly comprising
senior secured obligations. The transaction is actively managed by
CVC Credit Partners Group Limited and will exit its reinvestment
period in March 2023.

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 (MIR) in this review.

The transaction has two matrices, based on a 10% fixed-rate
obligation limit and top 10 obligor concentration limit of 16% and
23%. Fitch analysed the matrix specifying the 16% top 10 obligor
concentration limit, as the transaction currently has a 16.3%
concentration. 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.

The weighted average life (WAL) used for the transaction's stressed
portfolio and matrices analysis is floored at six years after a
six-month reduction from the WAL covenant. This is to account for
structural and reinvestment conditions after the reinvestment
period, including the satisfaction of the coverage tests and Fitch
'CCC' limit tests, together with a progressively decreasing WAL
covenant. In the agency's opinion, these conditions reduce the
effective risk horizon of the portfolio during stress periods.

The Stable Outlooks on all notes reflect Fitch's expectation of
sufficient credit protection to withstand potential deterioration
in the credit quality of the portfolio in stress scenarios that are
commensurate with the ratings. Furthermore, the transaction is
still in its reinvestment period, so no deleveraging is expected.

MIR Deviation: The class B to F notes' ratings are one notch below
the MIR. The deviation reflects the remaining reinvestment period
until March 2023, during which the portfolio could significantly
change, due to reinvestment or negative portfolio migration.

Stable Asset Performance: The transaction's metrics indicate stable
asset performance. The transaction is currently 0.95% below par. It
is passing all collateral quality tests, portfolio profile tests
and coverage tests. Exposure to assets with a Fitch-derived rating
of 'CCC+' and below is 3.50% according to the latest trustee
report, versus a limit of 7.50%.

'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 33.39, which is below the maximum covenant of 34.00. The WARF
as calculated by Fitch under the updated criteria was 24.56.

High Recovery Expectations: 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.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 16.28%, and no obligor represents more than 2.19%
of the portfolio balance.

RATING SENSITIVITIES

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

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

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

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

-- A reduction of the RDR at all rating levels by 25% of the mean
    RDR and an increase in the RRR by 25% at all rating levels in
    the stressed portfolio would result in upgrades of no more
    than three notches across the structures, except for the class
    A-R-R notes, which are already at the highest rating on
    Fitch's scale and cannot be upgraded.

-- Upgrades may occur in the event of 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

CVC Cordatus Loan Fund VII DAC

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

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

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

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

CVC CORDATUS XI: Fitch Affirms B- Rating on Class F Notes
---------------------------------------------------------
Fitch Ratings has affirmed CVC Cordatus Loan Fund XI DAC's class
A-R to F notes. The class B-1R through F notes have been removed
from Under Criteria Observation (UCO).

        DEBT                   RATING           PRIOR
        ----                   ------           -----
CVC Cordatus Loan Fund XI DAC

Class A-R XS2310127027    LT AAAsf  Affirmed    AAAsf
Class B-1R XS2310127613   LT AAsf   Affirmed    AAsf
Class B-2R XS2310128264   LT AAsf   Affirmed    AAsf
Class C-R XS2310128934    LT Asf    Affirmed    Asf
Class D-R XS2310129585    LT BBBsf  Affirmed    BBBsf
Class E XS1859251370      LT BBsf   Affirmed    BBsf
Class F XS1859251610      LT B-sf   Affirmed    B-sf

TRANSACTION SUMMARY

CVC Cordatus Loan Fund XI DAC is a cash flow CLO mostly comprising
senior secured obligations. The transaction is actively managed by
CVC Credit Partners Group Limited and will exit its reinvestment
period in April 2023.

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 (MIR) in this review.

The transaction has two matrices, based on a 10% fixed-rate
obligation limit and top 10 obligor concentration limit of 18% and
23%. Fitch analysed the matrix specifying the 18% top 10 obligor
concentration limit, as the transaction currently has a 14.43%
concentration. 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. In addition, Fitch applied a 40bp haircut
to the weighted average spread (WAS) at each point on the matrix as
the manager adds negative Euribor to the WAS calculation. The
reported WAS is 4.12% while the WAS calculated for the portfolio is
3.57%.

The weighted average life (WAL) used for the transaction's stressed
portfolio and matrices analysis is floored at six years after a
four-month reduction from the WAL covenant. This is to account for
structural and reinvestment conditions after the reinvestment
period, including the satisfaction of the coverage tests and Fitch
'CCC' limit tests, together with a progressively decreasing WAL
covenant. In the agency's opinion, these conditions reduce the
effective risk horizon of the portfolio during stress periods.

The Stable Outlooks on all notes reflect Fitch's expectation of
sufficient credit protection to withstand potential deterioration
in the credit quality of the portfolio in stress scenarios that are
commensurate with the ratings. Furthermore, the transaction is
still in its reinvestment period, so no deleveraging of the
transaction is expected.

MIR Deviation: The ratings of the class B-1R to E notes are one
notch below the MIR. The deviation reflects the remaining
reinvestment period until April 2023, during which the portfolio
could significantly change, due to reinvestment or negative
portfolio migration.

Stable Asset Performance: The transaction's metrics indicate a
stable asset performance. The transaction is currently 0.85% below
par. It is passing all collateral quality tests, portfolio profile
tests and coverage tests. Exposure to assets with a Fitch-derived
rating of 'CCC+' and below is 3.60% according to the latest trustee
report, versus a limit of 7.50%.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors in the 'B'/'B-' category. The
WARF as calculated by the trustee was 33.08, which is below the
maximum covenant of 36.00. The WARF as calculated by Fitch under
the updated criteria was 24.57.

High Recovery Expectations: Senior secured obligations comprise
97.8% 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 14.43%, and no obligor represents more than 1.58%
of the portfolio balance.

RATING SENSITIVITIES

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

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

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

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

-- A reduction of the RDR at all rating levels by 25% of the mean
    RDR and an increase in the RRR by 25% at all rating levels in
    the stressed portfolio would result in upgrades of no more
    than five notches across the structures, except for the class
    A-R notes, which are already at the highest rating on Fitch's
    scale and cannot be upgraded.

-- Upgrades may occur in the event of 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

CVC Cordatus Loan Fund XI DAC

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

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

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

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

PERRIGO CO: Egan-Jones Keeps BB Senior Unsecured Ratings
--------------------------------------------------------
Egan-Jones Ratings Company on January 10, 2022, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Perrigo Co PLC.

Headquartered in Dublin, Ireland, Perrigo Company PLC engages in
providing over-the-counter (OTC) self-care and wellness solutions.





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

REPUBLIC OF ITALY: Egan-Jones Keeps BB+ Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company on January 14, 2022, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by the Republic of Italy.

Italy, a European country with a long Mediterranean coastline, has
left a powerful mark on Western culture and cuisine.




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

ZACAPA SARL: Moody's Affirms B2 CFR, Rates Amended Secured Debt B2
------------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating of Zacapa S.a r.l.
("Zacapa" or "the company"), the parent company and 100% owner of
Ufinet LatAm, S.L.U. (Ufinet), a carrier-neutral fiber network
provider operating in Latin America. Concurrently, Moody's has
assigned a B2 rating to the amended $1,135 million backed senior
secured first-lien term loan B due 2029 and to the amended $175
million backed senior secured first-lien revolving credit facility
(RCF) due 2027, both borrowed by Zacapa. The outlook on all ratings
is stable.

Proceeds from the incremental debt, together with equity
reinvestment from Cinven and ENEL S.p.A. (Enel, Baa1 stable), will
be used to fund the recently announced acquisition by Cinven
Seventh fund from Enel for an enterprise value of $2.8 billion,
equivalent to a c. 14x EV/EBITDA multiple.

"The B2 rating reflects the company's solid track record of revenue
growth and margin improvement, as well as its high revenue
visibility and growth opportunities underpinned by a consistent
rise in data traffic," says Agustin Alberti, a Moody's Vice
President -- Senior Analyst and lead analyst for Ufinet.

RATINGS RATIONALE

In December 2021, Enel exercised the call option to acquire the
c.79% stake in Ufinet that it did not already own from Cinven's
Sixth fund. The proposed transaction comprised the simultaneous
sale by Enel of a 80.5% stake in Ufinet to another fund controlled
by Cinven (the Seventh fund). Following this transaction, Enel will
remain a shareholder of Ufinet with a 19.5% equity stake and Board
representation but it will no longer have equal voting rights as
Cinven, and therefore, the co-control governance structure will be
removed.

While the transaction is credit negative, given that Ufinet's
leverage (based on Moody's adjusted gross debt/EBITDA) will
increase by around 1.3x, the ratings affirmation with a stable
outlook also factors in the company's better than expected
performance and track record of profitable growth. The company will
report in 2021 organic revenue and EBITDA growth of 22% and 27%,
respectively, pro forma for acquisitions, ahead of the rating
agency's expectations and resulting in a Moody's adjusted gross
debt/EBITDA ratio (pre-transaction) of around 4.7x.

In 2022, Moody's expects the company to report around $380 million
of revenues, with organic revenue growth in the mid-single digit
rate and EBITDA growth of around 10%, benefitting from secular
growth in data traffic across the region and new contracts linked
to its expanded network.

Following this releveraging event, Moody's expects that the
company's adjusted gross Debt/EBITDA will be around 5.7x by year
end 2022 and to decrease to around 5.0x in 2023 on the back of
strong revenue and EBITDA growth. However, the company's strategy
of expansion through debt financed acquisitions could slow down its
deleveraging trajectory.

Moody's expects the company's free cash flow to turn positive in
2022 supported by the increased scale of the company with EBITDA
slightly over $200 million and capex of around $100 million (c. 26%
over sales). However, the rating agency acknowledges that free cash
flow generation may be volatile if the company decides to pursue
additional growth opportunities with attractive investment returns,
which would result in accelerated growth.

The rating continues to reflect (1) Ufinet's good market position
as the region's largest independent, carrier-neutral fiber network
operator; (2) an extensive, owned, comparatively modern fiber
network; (3) the high revenue visibility underpinned by a large
contracted revenue backlog and medium- to long-term customer
contracts with historically high renewal rates; (4) its revenue
growth and margin improvement, which are higher than those of its
international peers; and (5) the underlying strong FCF generation
before discretionary growth capex.

The rating also reflects (1) its relatively small scale in terms of
revenue; (2) its high leverage of Moody's adjusted gross
Debt/EBITDA of around 5.7x by year end 2022; (3) the high customer
concentration, although it has reduced in the last 3 years; (4) the
foreign-exchange risk arising from the volatility of some of its
operating currencies with around 30% of its revenues non dollarized
(in particular, the Colombian peso), while its debt is denominated
in US dollars; (5) the company's ongoing high capital spending,
which has led to sustained negative free cash flow generation in
the past; and (6) the event risk of further re-leveraging owing to
inorganic growth opportunities.

LIQUIDITY

Ufinet has adequate liquidity, supported by an estimated cash
balance of around $20 million -30 million and access to a fully
undrawn $175 million RCF. The RCF has a springing leverage
maintenance covenant of 8.6x net debt/consolidated EBITDA, should
more than 35% of it be drawn. The company will not have any
material maturities until 2027, when the RCF matures.

STRUCTURAL CONSIDERATIONS

The B2 rating assigned to the $1,135 million backed senior secured
first-lien term loan B due 2029 and to the $175 million RCF due
2027 reflects their security package, which comprises a first
priority lien on all property and assets (tangible and intangible,
and including all outstanding capital stock of the company and each
of its subsidiaries), as well as their first-priority ranking in
the company's capital structure alongside other secured
liabilities, such as trade payables. The senior secured facilities
are guaranteed by subsidiaries representing not less than 75% of
Ufinet's EBITDA. Ufinet's B2-PD probability of default rating
reflects the use of a 50% family recovery rate, reflecting its
covenant-lite all bank-loan capital structure.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects the company's visible, growing earnings
stream and the supportive secular industry trends underpinned by
consistent growth in data traffic. Although Ufinet is initially
weakly positioned in the rating category, the stable outlook is
premised on the expectation that the company will progressively
reduce leverage over the next 12-18 months towards 5.0x supported
by EBITDA growth, while free cash flow generation will turn
positive.

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

Upward pressure on the rating could develop if: (1) Ufinet
demonstrates a track record of more conservative financial policies
such that its gross leverage (Moody's-adjusted) sustainably drops
below 4.0x; and (2) free cash flow is sustainably in positive
territory.

Conversely, downward pressure on the ratings could develop if: (1)
Ufinet's gross leverage (Moody's-adjusted) remains sustainably
above 5.5x due to weaker operating performance or large
debt-financed acquisitions or shareholder distributions; (2) the
company generates negative free cash flow on a sustained basis; or
(3) its liquidity deteriorates.

Moody's has decided to change the leverage tolerance for Ufinet at
the B2 rating category (to 4.0x-5.5x from 4.0x-5.0x) to (1) reflect
the company's solid track record of profitable growth, which is in
the middle of an expansionary cycle, (2) the predictable revenue
stream owing to the contracted nature of the business, and (3) the
increased scale and geographic diversification since the initial
rating assignment in 2018.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Communications
Infrastructure Methodology published in August 2021.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Zacapa S.a r.l.

BACKED Senior Secured Bank Credit Facility, Assigned B2

Affirmations:

Issuer: Zacapa S.a r.l.

Probability of Default Rating, Affirmed B2-PD

LT Corporate Family Rating, Affirmed B2

Outlook Actions:

Issuer: Zacapa S.a r.l.

Outlook, Remains Stable

COMPANY PROFILE

Zacapa S.a r.l. (Zacapa) is the parent and 100% owner of Ufinet
LatAm S.L.U. (Ufinet), a carrier-neutral fiber network provider
operating in 17 Latin American countries, where it manages
approximately 89,000 kilometers of fiber, counting on a backlog of
long-term contracts with large industrial customers, including
major multinational telecom groups. In 2020, Ufinet reported
revenues of around $250 million and EBITDA of $132 million.

ZACAPA SARL: S&P Affirms 'B-' LT Rating on Acquisition Financing
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term rating on
Luxembourg-based Zacapa S.a.r.l. The outlook remains positive.

S&P said, "We also assigned our 'B-' issue level and '3' recovery
rating (including 50%-70% recovery; rounded estimate: 60%) to the
new $1.135 billion term loan and $175 million RCF.

"Our positive outlook reflects a potential upgrade in the coming 12
months if the company continues to successfully expand, maintains
leverage below 6x, and absorbs more of its capital expenditure
(capex).

"The positive outlook reflects our expectation that Zacapa's growth
will continue to support deleveraging in 2022 and 2023. In our
updated base case, we forecast S&P Global Ratings-adjusted leverage
of 5.8x in 2021, down from 6.2x in 2020. In 2022, we think the
negative impact of the recap transaction will likely be
significantly offset by steady EBITDA growth, translating into
leverage of 5.9x, slightly higher than in 2021 and meaningfully
higher than in our previous forecast, but nevertheless still below
6.0x. Thereafter, we see further deleverage toward 5.1x in 2023.
This is based on EBITDA base expansion supported by an improvement
in EBITDA margin to about 54% (+400 basis points [bps] compared to
2021) and rapid revenue growth of 25%-27%. While revenue growth is
due to ongoing demand for fiber in Latin America, alongside the
emergence of big customers, good performance of the commercial
division, and full consolidation of the acquisitions (NB Telecom in
Brazil and Nedetel in Ecuador) that closed in 2021, margins will
continue to improve thanks to Zacapa's increased network
utilization and cost-savings plan.

"We now expect FOCF to remain slightly negative in 2022 mainly
because of higher interest payments. We also forecast FOCF to
improve to more than $50 million in 2023 on continued revenue
expansion and EBITDA margin growth. We acknowledge, however, that
heavy investments and weak FOCF are mostly demand-driven, and capex
volumes rest on pre-contracted additional network capacities.

"We do not expect Zacapa to issue additional debt in the coming 12
months or to make any sizable debt-funded acquisitions.In December
2021, Cinven Fund Seven agreed to acquire Ufinet International
("Zacapa") for an enterprise value of about $2,751 million. To
finance the acquisition, Zacapa plans to issue $1,135 million in
new first-lien term loan and a $175 million senior RCF, which ranks
pari passu with the term loan. Shareholders will also participate
in the acquisition though an approximately $1,695 million equity
contribution. We assume that the equity contribution will be in the
form of common equity; a contribution in any other form could
affect our assessment. The proceeds will be used to refinance all
outstanding debt issued by Zacapa before the transaction. In our
base case, we do not expect Zacapa Group to issue additional debt
over our 12-month rating horizon or to make any further significant
debt-funded acquisitions.

"We continue to see the group's liquidity as adequate. Zacapa will
upsize its RCF to $175 million (from a previous $95 million RCF)
which will remain undrawn pro forma the transaction. Considering
this, as well as our expectation of lower negative FOCF in 2022
compared to previous years, we estimate the group's liquidity
sources will cover uses by over 1.8x in 2022. The liquidity profile
is supported by moderate debt amortizations and no maturities
before 2027.

"The positive outlook on Zacapa reflects our view that expanding
infrastructure needs in Latin America, combined with increasing
bandwidth demand from companies and telecom carriers and its sound
dark-fiber backlog, will support the group's revenue growth over
the coming years. We also expect the group's expansion strategy and
cost optimization will improve its S&P Global Ratings-adjusted
EBITDA margin toward 52%-53% in 2021 and 2022, and support leverage
remaining below 6x."

S&P could revise the outlook on Zacapa to stable if:

-- The company's revenue and EBITDA growth slows compared with
S&P's base case;

-- Increased competition results in further pressure on pricing,
not offset by volume growth;

-- Development capex materially increases, translating into
adjusted leverage over 6x; or

-- FOCF stays significantly negative and weakens liquidity.

S&P is likely to upgrade Zacapa if EBITDA growth allows greater
absorption of capex and its S&P Global Ratings-adjusted leverage
stays below 6x, with EBITDA cash interest well above 3x and
liquidity remaining comfortable.

Environmental, Social, And Governance

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 Zacapa. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of the controlling owners, which is the case for most
rated entities owned by private-equity sponsors. Our assessment
also reflects their generally finite holding periods and a focus on
maximizing shareholder returns."




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

SIGMA HOLDCO: Fitch Alters Outlook on 'B' LT IDR to Negative
------------------------------------------------------------
Fitch Ratings has revised the Outlook on Dutch food group Sigma
Holdco BV's (Upfield) Long-Term Issuer Default Rating (IDR) to
Negative from Stable and affirmed the IDR at 'B'. Fitch also
affirmed the long-term senior secured rating on the senior secured
facilities issued by Upfield USA Corp and Upfield B.V. at 'B+'/RR3
and the company's senior unsecured notes at 'CCC+'/RR6.

The revision of the Outlook to Negative reflects the risk that
Upfield's deleveraging to levels aligned with its 'B' rating may
not occur over the next three years. This is because Fitch's
revised EBITDA expectations incorporate significant cost inflation
in 2022 and Fitch assumes that cost savings are likely to be
reinvested to support brands rather than grow EBITDA.

The 'B' rating is supported by Fitch's expectation of strong free
cash flow (FCF) generation from 2021 as restructuring one-off costs
reduce. This would allow the group to continue repaying drawings
under the EUR700 million revolving credit facility (RCF), which was
68% used at end-September 2021. The rating also reflects the
company's strong business profile as a geographically diversified
global category leader counterbalanced by the challenge of
reversing the trend of revenue declines in developed markets.

KEY RATING DRIVERS

EBITDA Under Pressure: Upfield's EBITDA margin is likely to come
under pressure in 2022 from increased raw material, energy,
logistics and packaging costs. In addition, Fitch expects
normalisation in advertising and promotion expenses, which were
kept low in 2020-2021. Despite a reduction in the EBITDA margin
Fitch believes Upfield will be able to keep EBITDA flat due to
increased sale prices and cost savings. However, Fitch's revised
EBITDA expectations result in slower deleveraging than Fitch
previously expected.

Excessive Leverage: Upfield's funds from operations (FFO) gross
leverage increased to 10x in 2020 (2019: 7.5x), which is excessive
for a 'B' rating category packaged food company. Fitch expects some
deleveraging over 2021-2023 as positive FCF will allow the company
to pay down the EUR700 million RCF, which was 68% used
end-September 2021. However, Fitch sees a risk that leverage may
stay above the negative rating sensitivity of 8.5x through to 2023,
which is reflected in the Negative Outlook.

FCF to Turn Positive: Fitch expects Upfield to generate positive
FCF from 2021 as its separation and restructuring charges reduce
from around EUR300 million per year in 2019 and 2020. Fitch assumes
these charges will not exceed EUR150 million and EUR50 million in
2021 and 2022 respectively, allowing Upfield to generate FCF at
high single digits of sales. A strong FCF margin differentiates
Upfield from its peers and as a result its rating can accommodate
higher leverage than the 'B' category median for the sector.

Product Relaunches Will Stabilise Sales: After changing ownership
in 2018, the group launched a major communication, product
innovation and relaunch plan to turn around the perception of its
products, leveraging on trends favouring consumption of plant-based
food products. The results of this strategy have been encouraging,
with significant sales declines being halted.

Organic sales were almost flat over 2019-2021 and Fitch believes
that they may start growing if performance in some European
countries, such as Germany, France, Poland, and the Nordics, is
turned around. Fitch assumes that reset and rationalisation of
portfolio in these markets may lead to sustained organic growth of
1.5% a year, excluding the impact of cost inflation pass-through.

Global Category Leader: The rating remains supported by Upfield's
leading position in the global margarine market and its sales being
over three times larger than the second leading company in its
broader reference market of butter and margarine. The rating also
considers Upfield's leading market shares in the high-growth
plant-based cheese category, but this accounts for only around 5%
of its sales.

Upfield has more than 50% share of the margarine markets of
Germany, the Netherlands, the UK and the US, and is the leader in
another 40 markets. It also sells vegetable fat-based creams and
spreadable melanges (a mixture of butter and margarine). However,
Upfield's position has been challenged by innovative entrants and
Fitch believes continued innovation will be key to defending its
strong position.

Category in Decline in Developed Markets: Upfield's product
portfolio centres around margarine, a family of products that under
its former owner Unilever, has been in long-term decline in the
group's core developed markets. This is due to changing eating
habits and consumer perceptions that butter is healthier and
tastier than margarine, which Fitch believes the company is
effectively engaged in addressing, but will continue to require
efforts and monetary resources. This is reflected in Upfield's ESG
Relevance Score of '4' for Exposure to Social Impacts.

DERIVATION SUMMARY

Upfield is capable of generating significantly higher FCF than most
packaged-food companies with comparable revenue due to a
higher-than-average EBITDA margin and very low capex needs. This is
also relevant when Fitch compares Upfield with consumer goods
companies such as Sunshine Luxembourg VII SARL (Galderma;
B/Negative) or Oriflame Investment Holding Plc (B+/Stable).

Upfield's profits also benefit from being more stable than those of
Galderma and Oriflame, despite the long-term decline in Upfield's
sales from its core product (margarine) and disruption to the
business suffered in 2020 from the carve-out process. However, this
is balanced by Upfield's significantly higher expected leverage
compared with rated peers in the packaged food segment, or relative
to Oriflame.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:

-- Organic sales growth accelerating to about 3.5% in 2022 and
    then stabilising at about 1.5% in 2023-2024;

-- EBITDA margin reducing in 2022 due to cost inflation and
    recovering in 2023;

-- One-off cash outflows related to business restructuring of
    EUR150 million in 2021 and EUR50 million in 2022;

-- Capex of EUR75 million a year over 2021-2024; and

-- No M&A assumed until the RCF is repaid. EUR80 million M&A
    related disbursement in 2022 for the balance of the
    acquisition price for Arivia (deal completed in 2020).

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that Sigma would remain a going
concern in restructuring and that it would be reorganised rather
than liquidated. Fitch has assumed a 10% administrative claim in
the recovery analysis.

The EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level of EUR560 million, on which Fitch
bases the enterprise value, a level at which the capital structure
would become unsustainable. This represents a 12% discount to last
12 months September 2021 EBITDA of EUR633 million.

Fitch also assumes a distressed multiple of 6.0x, reflecting
Sigma's large size, leading market positions and high inherent
profitability compared with sector peers. Fitch assumes Sigma's
EUR700 million RCF would be fully drawn in a restructuring
scenario.

Our waterfall analysis generates a ranked recovery for term loan B
(EUR4,374 million outstanding at end-September 2021) creditors in
the 'RR3' band, indicating a 'B+' instrument rating assigned to the
secured debt, one notch above the IDR. The waterfall analysis
output percentage on current metrics and assumptions is 60%.
Conversely, Fitch's analysis generates a ranked recovery in the
'RR6' band, indicating a 'CCC+' rating for the unsecured notes
(EUR1,096 million outstanding at end-September 2021) with 0%
recovery expectations based on current metrics and assumptions.

RATING SENSITIVITIES

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

-- Organic sales growth and EBITDA margin improvement to 24%-25%
    on a sustained basis.

-- FCF margin at high single digits on a sustained basis.

-- FFO gross leverage reducing towards 7.0x and gross debt to
    operating EBITDA reducing towards 6.0x.

Factors that could lead to revision of the Outlook to Stable:

-- A recovery - after a likely contraction in 2022 - of the
    EBITDA margin thanks to adequate cost management, including
    timely input cost pass-through, and success in the company's
    product portfolio rejuvenation strategy, particularly in
    Western Europe.

-- Visibility that FFO gross leverage and gross debt to operating
    EBITDA would fall below 8.5x and 7.5x, respectively, on a
    sustained basis.

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

-- Failure to execute the product relaunch strategy resulting in
    sustained organic decline in sales and structural
    deterioration of EBITDA margin.

-- FFO gross leverage staying above 8.5x and gross debt to
    operating EBITDA above 7.5x on a sustained basis.

-- Inability to generate positive FCF margin at mid-single digits
    from 2021 due to higher-than-expected restructuring charges or
    unfavourable changes in working capital.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: At end-September 2021, Upfield's
unrestricted cash of EUR171 million and expected positive FCF were
insufficient to cover short-term debt of EUR499 million. However,
EUR479 million of short-term debt was related to drawings under the
EUR700 million RCF, which can be rolled over, and Upfield is able
to manage its repayments. Fitch expects the RCF to be fully repaid
over 2022-2023 once Upfield restores its FCF to EUR200
million-EUR250 million a year.

ISSUER PROFILE

Upfield is the largest margarine producer globally.

ESG CONSIDERATIONS

Sigma Holdco BV has an ESG Relevance Score of '4' for Exposure to
Social Impacts due to changing eating habits and consumer
perceptions, which could have a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

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



===========
P O L A N D
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ALIOR BANK: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings has affirmed its issuer and issue credit ratings
on the following banks in Central and Eastern Europe (CEE) and
their subsidiaries. The affirmations follow a revision to our
criteria for rating banks and nonbank financial institutions and
for determining a Banking Industry Country Risk Assessment (BICRA).
The affirmations include:

-- Ceska sporitelna a.s. (ICR A/Positive/A-1, RCR A+/A-1)

-- Ceskoslovenska Obchodni Banka A.S. (ICR A+/Stable/A-1, RCR
AA-/A-1+)

-- Komercni Banka A.S. (ICR A/Stable/A-1, RCR A+/A-1)

-- Alior Bank S.A. (ICR BB/Stable/B)

-- Bank Polska Kasa Opieki S.A. (ICR BBB+/Stable/A-2, RCR A-/A-2)

-- mBank S.A. (ICR BBB/Negative/A-2, RCR BBB+/A-2)

-- Nova Ljubljanska Banka D.D. (ICR BBB-/Stable/A-3, RCR BBB/A-2)

-- OTP Bank PLC (ICR BBB/Stable/A-2, RCR BBB/A-2) and its core
subsidiary OTP Mortgage Bank (ICR BBB/Stable/A-2)

S&P's outlooks on these banks remain unchanged.

In addition, S&P affirmed its ratings on MTB Magyar
Takarekszovetkezeti Bank Zrt. (ICR BB/Stable/B) and its core
subsidiary MTB Mortgage Bank (ICR BB/Stable/B) and revised the
outlook to stable from developing.

S&P's assessments of economic risk and industry risk in the
respective countries also remain unchanged at:

-- '3' and '4' for Czech Republic;
-- '4' and '5' for Poland;
-- '5' and '4' for Slovenia; and
-- '5' and '5' for and Hungary.

These scores determine the BICRA and the anchor, or starting point,
for our ratings on financial institutions that operate primarily in
that country. The trends S&P sees for economic risk and industry
risk remain stable for all countries, apart from the negative
industry risk for Poland's banking system, reflecting the mounting
litigation risks related to foreign exchange-denominated legacy
mortgage loans.

S&P said, "In addition, the group stand-alone credit profiles of
the banks, and our assessment of the likelihood of extraordinary
external support, remain unchanged under our revised criteria.
Consequently, we have affirmed all our ratings on these banks,
including our ratings on their subsidiaries.

"We reviewed separately our ratings on Hungarian bank MTB Magyar
Takarekszovetkezeti Bank Zrt. and its core subsidiary MTB Mortgage
Bank.

Ceska sporitelna a.s. (ICR A/Positive/A-1, RCR A+/--/A-1)

S&P said, "We affirmed our ratings on Ceska sporitelna a.s.
(Ceska). The ratings reflect the bank's stronger stand-alone credit
profile (SACP) of 'a' compared with its two domestic peers,
Ceskoslovenska Obchodni Banka A.S. (CSOB) and Komercni Banka A.S.,
with SACPs of 'a-'. We view Ceska as highly strategically important
to Erste Group Bank AG (Erste; the parent) and consider the
potential for group support uplift with reference to Erste's 'a'
group SACP. This support does not currently lead into additional
notches of support, given that Ceska's SACP is at same level as the
group SACP for Erste. Additionally, bearing in mind that we take
the higher of group or additional loss-absorbing capacity (ALAC)
support when considering a potential issuer credit rating uplift
for Ceska, ALAC support is the most likely source of potential
future uplift to the rating."

Outlook

S&P said, "The positive outlook on Ceska reflects our view that a
clearer indication of the bank's additional loss-absorbing capacity
(ALAC) build-up over the next 12 months could lead to an upgrade if
it results in material protection for senior unsecured (preferred)
creditors should the bank fail. Importantly, we assume the multiple
point of entry (MPE) resolution approach for Erste and Ceska. The
MPE approach implies that there is a somewhat weaker financial and
operational interconnectedness between Erste's resolution subgroups
compared with peers operating under a single point of entry (SPE)
resolution strategy. This is because the MPE resolution approach
means that the group could be split apart and resolved individually
if any subsidiary reaches the point of nonviability."

Upside scenario: S&P said, "We would most likely raise the rating
by one notch if Ceska's ALAC buffers are sufficiently high to merit
an ALAC notch, as would be indicated by a ratio of ALAC to S&P
Global Ratings' risk-weighted assets (RWAs) of above 3%. This will
hinge on the bank's net issuance plans of bail-inable debt, and its
targeted loan growth until 2023."

Downside scenario: S&P could revise the outlook to stable if it
sees a higher likelihood that Ceska's bail-inable buffers remain
below the relevant ALAC threshold.

  Ratings Score Snapshot

  Issuer Credit Rating: A/Positive/A-1
  Stand-alone credit profile: a
  Anchor: bbb+
  Business Position: Adequate (0)
  Capital and Earnings: Very strong (+2)
  Risk Position: Adequate (0)
  Funding and Liquidity: Adequate and strong (0)
  Comparable Rating Analysis: 0
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0
  Additional Factors: 0

Ceskoslovenska Obchodni Banka A.S. (ICR A+/Stable/A-1, RCR
AA-/--/A-1+)

S&P affirmed its ratings on Ceskoslovenska Obchodni Banka A.S.
(CSOB). The ratings reflect CSOB's leading franchise in the Czech
Republic, with a strong market position in lending, asset
management, and insurance products.

S&P assumes the single-point-of-entry resolution approach for
CSOB's parent, KBC Bank. It allows CSOB to benefit from the
bail-inable instruments issued at the parent level in case of
resolution proceedings, hence its recognition of the ALAC ratings
uplift at the group level.

Outlook

S&P said, "Its stable outlook over our horizon of 12-24 months on
CSOB reflects that on its parent, KBC Bank (A+/Stable/A-1). We
expect CSOB to remain a core subsidiary of KBC Bank and consider
that CSOB would likely benefit from parental support under any
foreseeable circumstances. Therefore, any rating action on KBC Bank
is likely to translate into a similar rating action on CSOB. A
change in CSOB's SACP would not directly trigger a rating change,
as long as we consider CSOB a core subsidiary to KBC Bank and
continue to equalize our rating on CSOB with that on the parent."

Downside scenario: S&P said, "We would downgrade CSOB in the next
12-24 months to 'A' if KBC Bank's stock of bail-inable instruments
is no longer enough to support an 'A+' rating. This could happen
because either the group departs from its senior issuances at the
nonoperating holding company (NOHC) level, or growth in RWAs is
high. The latter could be due to a sharp increase in nonperforming
loans (NPLs) in weaker geographies, weakening the ALAC of KBC Bank,
or the result of large acquisitions."

Upside scenario: An upside is remote at this stage.

  Ratings Score Snapshot

  Issuer Credit Rating: A+/Stable/A-1
  Stand-alone credit profile: a-

  Anchor: bbb+
  Business Position: Adequate (0)
  Capital and Earnings: Strong (+1)
  Risk Position: Adequate (0)
  Funding and Liquidity: Adequate and adequate (0)
  Comparable Rating Analysis: 0
  Support: +2

  ALAC Support: 0
  GRE Support: 0
  Group Support: +2
  Sovereign Support: 0
  Additional Factors: 0

Komercni Banka A.S. (ICR A/Stable/A-1, RCR A+/--/A-1)

S&P said, "We affirmed our ratings on Komercni Banka A.S.
(Komercni). We recognize the bank's market position in its home
country, Czech Republic, as solid through the cycle, especially in
corporate banking and housing loans. Komercni is Societe Generale's
(SocGen's) largest and most profitable foreign subsidiary and, in
our opinion, the Czech market investment is integral and strategic
to SocGen's objectives. Importantly, we assume the
single-point-of-entry resolution approach for the SocGen group. It
allows Komercni to benefit from the bail-inable instruments issued
at the parent level in case of resolution proceedings, hence our
recognition of the ALAC ratings uplift at the group level."

Outlook

S&P said, "S&P Global Ratings' stable outlook on Czech
Republic-based Komercni Banka A.S. reflects the outlook on SocGen.
We view Komercni as a core subsidiary within the SocGen group and
expect support to be forthcoming under all circumstances, if
needed. As long as we consider Komercni to be a core subsidiary and
believe that the group support is beneficial to its
creditworthiness, any rating action on SocGen in the next 12-24
months would result in a corresponding action on Komercni."

Downside scenario: S&P said, "We could downgrade Komercni if we
downgraded SocGen or if Komercni's group status within the SocGen
group weakened. The latter could be the case, if, for example,
SocGen were to substantially reduce its majority stake in the bank,
if SocGen's strategic interest in the CEE region were to decline,
or if Komercni's relative weight within the group were to decrease,
notably its equity or revenue contribution. A deterioration of
Komercni's SACP alone would not directly trigger a negative rating
action, provided we still regard Komercni as a core subsidiary of
SocGen."

Upside scenario: S&P could raise its ratings on Komercni if the
SACP improved by two notches; for example, if our risk-adjusted
capital (RAC) ratio increased and remained sustainably above 15%
over at least the next two years and the risk assessment for the
Czech banking sector significantly improved to some of the lowest
levels globally.

  Ratings Score Snapshot

  Issuer Credit Rating: A/Stable/A-1
  Stand-alone credit profile: a-
  Anchor: bbb+
  Business Position: Strong (+1)
  Capital and Earnings: Adequate (0)
  Risk Position: Adequate (0)
  Funding and Liquidity: Adequate and strong (0)
  Comparable Rating Analysis: 0
  Support: +1

  ALAC Support: 0
  GRE Support: 0
  Group Support: +1
  Sovereign Support: 0
  Additional Factors: 0

Alior Bank (ICR BB/Stable/B)

S&P said, "We affirmed our ratings on Alior Bank. A midsize Polish
bank, Alior has an established market share in high-margin and
higher-risk granular consumer finance. Our 'BB' ratings on Alior
reflect our view that the bank will remain more vulnerable to any
meaningful economic downturn than most other Polish large or
midsize bank. We assess Alior as being of moderately strategic
important to the parent, state-controlled insurance group
Powszechny Zaklad Ubezpieczen S.A. (PZU) (A-/Stable/-), and we see
potential for some support from PZU if needed, as demonstrated
several years ago."

Outlook

The stable outlook on Alior is underpinned by S&P's expectations of
organic lending growth in the next 12 months, with no material new
credit quality problems.

S&P expects that Alior will remain moderately strategic to PZU and
will receive support from its strategic investor if needed.

Downside scenario: S&P could lower the rating if the quality of the
loan portfolio unexpectedly worsens beyond its base-case scenario,
or if growth is aggressive and causes Alior's RAC ratio to
deteriorate to below 7%.

The rating could come under more pressure if there is continued
turnover of top management, especially if this is accompanied by an
unclear business strategy, lack of earnings prospects, and an
adverse effect on the bank's franchise.

s&p could also lower the rating if IT saw Alior's role for PZU
weaken. This could result, for example, from disinvestment plans.

Upside scenario: s&p SAID, "We could upgrade the bank in the next
12 months if we believed that its role for PZU had increased.
Alternatively, an upgrade could come from our upward revision of
Alior's SACP. This would require a significantly higher build-up of
capital, bringing our RAC ratio sustainably and materially above
10%, and a meaningful improvement in asset quality metrics. In
addition, we would expect to see greater stability in the
management team and a clear strategy for the bank."

  Ratings Score Snapshot

  Issuer Credit Rating: BB/Stable/B
  Stand-alone credit profile: bb-

  Anchor: bbb
  Business Position: Constrained (-2)
  Capital and Earnings: Adequate (0)
  Risk Position: Constrained (-2)
  Funding and Liquidity: Adequate and adequate (0)
  Comparable Rating Analysis: 0
  Support: +1

  ALAC Support: 0
  GRE Support: 0
  Group Support: +1
  Sovereign Support: 0
  Additional Factors: 0

Bank Polska Kasa Opieki S.A. (ICR BBB+/Stable/A-2, RCR A-/--/A-2)
The ratings reflect Bank Polska Kasa Opieki S.A.'s (Pekao's) strong
franchise in the Polish banking market, and the benefits for
customer confidence of having major state-related
stakeholders--Poland's largest domestic insurer Powszechny Zaklad
Ubezpieczen S.A. (PZU) and Polish development fund Polski Fundusz
Rozwoju S.A. (PFR). The recent acquisition and integration of
certain assets and liabilities of Idea Bank do not materially
affect Pekao's capitalization or risk profile, in S&P's view. While
returns were under pressure because of the pandemic, both
profitability and efficiency remain in line with domestic banks and
are favorable compared with many international peers. Pekao's
exposure to legacy Swiss franc loans is not material. The high
top-management turnover in 2019-2021 is not an imminent risk to the
bank, in its view. That said, if it continues in 2022, the repeated
changes could create additional uncertainty around Pekao's
management's power to execute its strategy, potentially damaging
its reputation and franchise.

Outlook

S&P's outlook on Pekao reflects that on its largest investor, PZU.
S&P expects Pekao to remain a moderately strategic member of the
PZU group and to benefit from additional capital or risk transfers,
if needed.

Downside scenario: S&P said, "We could consider downgrading Pekao
if we see a significant worsening of economic risk in Poland over
the next 12-24 months. This could weigh on our view of the bank's
'bbb+' stand-alone credit profile, for example, by weakening the
RAC ratio below 10% or undermining the bank's sound credit risk
profile. However, such an event alone would be unlikely to lead us
to lower the issuer credit rating, because of parental support,
which acts as a buffer. A downgrade would likely also require a
weakening of Pekao's strategic importance to PZU and consequently a
reduced likelihood of extraordinary support from the parent."

Upside scenario: S&P said, "A positive rating action on Pekao is
remote in the current environment. It would require an upgrade of
PZU, with the assumption that the bank's sound risk profile and
capitalization would remain unchanged in the next 12-24 months.
Alternatively, we could also upgrade Pekao if we see it as likely
to sustainably build its ALAC related to the minimum requirement
for own funds and eligible liabilities (MREL) beyond our threshold
of 3% of S&P Global Ratings' RWAs in the next 24 months."

  Ratings Score Snapshot

  Issuer Credit Rating: BBB+/Stable/A-2
  Stand-alone credit profile: bbb+

  Anchor: bbb
  Business Position: Strong (+1)
  Capital and Earnings: Adequate (0)
  Risk Position: Adequate (0)
  Funding and Liquidity: Adequate and adequate (0)
  Comparable Rating Analysis: 0
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0
  Additional Factors: 0

mBank S.A. (ICR BBB/Negative/A-2, RCR BBB+/--/A-2)

S&P said, "We affirmed our ratings on mBank S.A. and the outlook
remains negative. Our ratings on mBank reflect its position as one
of the digital banking leaders in Poland, which supports its sound
market position with young and digitally savvy retail customers and
a cost-efficient operating model. We consider it possible that the
litigation risks related to mBank's legacy Swiss franc mortgage
loans could result in large costs that could erode its capital
buffers."

Outlook

S&P's negative outlook on mBank is based on its view that the risks
stemming from the Swiss franc legacy loans litigation costs could
undermine mBank's capitalization.

Downside scenario: S&P said, "We could lower the ratings on mBank
if costs from litigation related to the Swiss franc-denominated
loans were to materially exceed our expectations, or if broader
asset quality metrics were to deteriorate more than we expect in
the next two years, bringing the bank's RAC ratio below 10%.

"We could also downgrade mBank if we perceived an increase in
industry risk for Poland's banking sector over the next 12-24
months."

Upside scenario: S&P could revise the outlook to stable in the next
two years if:

-- S&P perceived receding risks to the stability of the banking
system; and

-- mBank's capital buffer appeared likely to remain strong because
litigation costs for Swiss franc-denominated loans were limited or
well distributed over time.

S&P could also revise the outlook to stable if it saw mBank as
likely to sustainably build up its ALAC beyond our threshold of
3.5% of S&P Global Ratings' RWA over the next 24 months.

  Ratings Score Snapshot

  Issuer Credit Rating: BBB/Negative/A-2
  Stand-alone credit profile: bbb

  Anchor: bbb
  Business Position: Adequate (0)
  Capital and Earnings: Strong (+1)
  Risk Position: Moderate (-1)
  Funding and Liquidity: Adequate and adequate (0)
  Comparable Rating Analysis: 0
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0
  Additional Factors: 0

Nova Ljubljanska Banka D.D. (ICR BBB-/Stable/A-3, RCR BBB/--/A-2)

S&P said, "We affirmed our ratings on Nova Ljubljanska Banka D.D.
(NLB). The ratings indicate that the bank will continue
demonstrating resilient business and earnings performance thanks to
sound risk management and business diversity in its home market and
South Eastern Europe (SEE), supported by relatively robust market
cycles. NLB successfully built its bank franchise as the market
leader in Slovenia, as well as its solid retail deposit franchise
and sound market shares in its core strategic SEE markets. Even
though new market participants could enter the Slovenian banking
market, we expect NLB to maintain its market-leading position and
keep sound risk-adjusted returns within the domestic operations."

Outlook

S&P said, "The stable outlook reflects our expectation that NLB
will continue to weather difficult markets over the next 24 months
thanks to relatively resilient earnings and asset quality
performance, fostered by its robust risk management and business
diversity in Slovenia and its SEE operational regions. We also
expect the group will smoothly integrate KBB and restore its
related RAC ratio."

Downside scenario: S&P said, "We could revise our outlook to
negative if we saw a greater, longer-lasting deterioration in the
operating environment or the emergence of greater domestic
competition leading to a more significant setback in profitability
and asset quality. We could also downgrade NLB if the KBB
acquisition adds much higher risk than we anticipate. Similarly, we
see pressure if the group shows more aggressive growth or capital
depletion strategies in its weaker areas of operation outside
Slovenia."

Upside scenario: S&P said, "We could revise the outlook to positive
over the next 24 months if we saw sustainable improvements in
global economic conditions, combined with a rebound to positive
economic risk trends in Slovenia and the main SEE markets where NLB
operates. We think NLB would also need to return to its earlier
trajectory of better capitalization and further improving its risk
metrics, efficiency, and profitability. The group would also need
to integrate KBB with sound returns. A much higher-than-expected
capital or loss-absorbing capacity buildup could also lead to a
positive rating action for NLB if, for example, its RAC ratio
improves sustainably well above 10% or it built a higher buffer for
senior debt."

  Ratings Score Snapshot

  Issuer Credit Rating: BBB-/Stable/A-3
  Stand-alone credit profile: bbb-

  Anchor: bbb-
  Business Position: Adequate (0)
  Capital and Earnings: Adequate (0)
  Risk Position: Adequate (0)
  Funding and Liquidity: Adequate and strong (0)
  Comparable Rating Analysis: 0
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0
  Additional Factors: 0

OTP Bank PLC (ICR BBB/Stable/A-2, RCR BBB/--/A-2)

S&P said, "Our ratings on OTP Bank PLC (OTP) reflect the bank's
strong market franchise across the CEE region and its sound loan
loss history, even in times of economic downturn. Profitability
compares well with international peers because OTP positioned
itself as a digital frontrunner in several areas, supporting its
standing against other larger Western European competitors in the
market. We expect the bank to continue its path of further
acquiring banks outside Hungary, building on a sound track record.
However, we remain cautious of execution and governance risks,
especially with acquisitions outside the CEE region."

Outlook

S&P said, "The stable outlook on OTP relates to the next 24 months
and reflects our view that the bank will continue its growth path
and withstand macroeconomic pressure during the pandemic, given its
good earnings generation and prudent risk management. Based on its
solid track record, we expect that the group will also ensure
sufficient capitalization in case of further acquisitions and
increasing credit losses."

Downside scenario: A negative rating action could stem from a
similar rating action on the sovereign or a deterioration in the
bank's stand-alone creditworthiness following decreasing capital or
deteriorating asset quality. This could be spurred by unforeseen
large acquisitions, particularly in higher risk countries or
segments, or negative surprises from recent acquisitions or strong
organic growth.

Upside scenario: A positive rating action over the next two years
would hinge on S&P taking a similar rating action on Hungary,
because it is unlikely that we would rate OTP above the sovereign
with its current 'bbb+' SACP. Should this happen, an improving
economic environment in OTP's main countries of operation could
trigger a positive action. S&P said, "We could also upgrade OTP
(following a sovereign upgrade) if the bank builds up material
ALAC. An upgrade would hinge on our view that the overall
creditworthiness of the group would be on par with 'BBB+' rated
peers."

  Ratings Score Snapshot

  Issuer Credit Rating: BBB/Stable/A-2
  Stand-alone credit profile: bbb+

  Anchor: bbb-
  Business Position: Strong (+1)
  Capital and Earnings: Adequate (0)
  Risk Position: Adequate (0)
  Funding and Liquidity: Strong and strong (+1)
  Comparable Rating Analysis: 0
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0
  Additional Factors: 0

MTB Magyar Takarekszovetkezeti Bank Zrt. And MTB Mortgage Bank
(BB/Stable/B)

S&P said, "We have affirmed our ratings on Magyar
Takarekszovetkezeti Bank Zrt. (MTB) and its core subsidiary MTB
Mortgage Bank [and revised the outlook to stable from developing.
The outlook revision follows further integration into the newly
established Hungarian Bankholding (HBH), consisting of Takarek
Group, MKB Bank, and Budapest Bank. We see MTB as core to the newly
formed banking group and expect MTB to receive support from HBH
under any foreseeable circumstances. The subsidiaries' strategy,
risk management, and resource allocation are approved and monitored
by HBH's board of directors, which comprises members of all three
partnering institutions. Our ratings on MTB are currently not
constrained by the group's credit profile."

Outlook

S&P said, "The stable outlook reflects our view that MTB will
remain a core subsidiary of HBH and will continue its path toward
creating a combined banking group in the next 12 months. We believe
that synergy effects from the merger will over time start to
materialize at individual and group level, boosting performance and
market position."

Upside scenario: S&P said, "We could raise the ratings on MTB if we
believed the expected merger would result in material
synergies--beyond our current expectations--for MTB, enhancing
group's profitability and efficiency, ultimately benefiting its
business position. We could also take a positive rating action if
MTB and the new banking holding strengthened its capitalization and
showed a sustainably resilient earnings structure."

S&P said, "We are currently not including any benefits for the
expected building of additional loss-absorbing capital, which could
trigger a positive rating action. However, this would only apply if
the combined group were to develop a credible resolution strategy
and build up material additional loss-absorbing buffers.

"An upgrade would hinge on our view that MTB remained a core entity
in the setup of HBH. Overall, a positive rating action would need
to be supported by a better static and projected data disclosure of
the newly formed consolidated group."

Downside scenario: S&P said, "We could lower the ratings on MTB if
merger execution risks impaired HBH's creditworthiness, for example
if capitalization deteriorated. We could also lower our ratings if
MTB no longer formed an essential part of the HBH group and its
stand-alone creditworthiness weakened."

  Ratings Score Snapshot

  Issuer Credit Rating: BB/Stable/B
  Stand-alone credit profile: bb

  Anchor: bbb-
  Business Position: Moderate (-1)
  Capital and Earnings: Moderate (-1)
  Risk Position: Moderate (-1)
  Funding & Liquidity: Adequate/Adequate(0)
  Comparable Ratings Adjustment: +1
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0

  Ratings List

  RATINGS AFFIRMED  

  ALIOR BANK S.A.

   Issuer Credit Rating       BB/Stable/B

  RATINGS AFFIRMED  

  BANK POLSKA KASA OPIEKI S.A.

   Issuer Credit Rating       BBB+/Stable/A-2

  RATINGS AFFIRMED  

  CESKA SPORITELNA, A.S.

   Issuer Credit Rating       A/Positive/A-1

  RATINGS AFFIRMED  

  CESKOSLOVENSKA OBCHODNI BANKA A.S.

   Issuer Credit Rating       A+/Stable/A-1

  RATINGS AFFIRMED  

  KOMERCNI BANKA A.S.

   Issuer Credit Rating       A/Stable/A-1

  RATINGS AFFIRMED  

  MBANK S.A.

   Issuer Credit Rating       BBB/Negative/A-2

  RATINGS AFFIRMED; OUTLOOK ACTION  
                                  TO          FROM

  MTB MAGYAR TAKAREKSZOVETKEZETI BANK ZRT.

   Issuer Credit Rating      BB/Stable/B    BB/Developing/B

  RATINGS AFFIRMED  

  NOVA LJUBLJANSKA BANKA D.D.

   Issuer Credit Rating      BBB-/Stable/A-3  
  
  RATINGS AFFIRMED  

  OTP BANK PLC
  OTP MORTGAGE BANK

   Issuer Credit Rating      BBB/Stable/A-2




===========
R U S S I A
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RONIN EUROPE: S&P Assigns 'BB-' ICR, Outlook Stable
---------------------------------------------------
S&P Global Ratings has affirmed its issuer credit ratings on three
Russian brokers and related entities follow a revision to its
criteria for rating banks and nonbank financial institutions and
for determining a Banking Industry Country Risk Assessment (BICRA).
The affirmations include:

-- FG BCS LTD (B+/Stable/B) and its subsidiaries
BrokerCreditService (Cyprus) Limited, BrokerCreditService
Structured Products plc, and BCS Prime Brokerage Limited
(BB-/Stable/B);

-- Renaissance Financial Holdings Ltd. (B/Stable/B); and
Ronin Europe Ltd. (BB-/Stable/B).

S&P said, "Our assessments of economic risk and industry risk in
Russia also remain unchanged at '7' and '7', respectively. These
scores determine the BICRA and the 'b+' anchor, or starting point,
for our ratings on FG BCS and Ronin Europe. The trends we see for
both economic and industry risks in Russia remain stable. For
Renaissance Financial Holdings (RFHL) we apply an anchor of 'bb-',
reflecting its supervision on a consolidated basis by the Cypriot
regulator. The trend for the industry risk of Cyprus is also
stable.

"S&P Global Ratings believes the omicron variant is a stark
reminder that the COVID-19 pandemic is far from over. Uncertainty
still surrounds its transmissibility, severity, and the
effectiveness of existing vaccines against it. Early evidence
points toward faster transmissibility, which has led many countries
to reimpose social distancing measures and international travel
restrictions. Over coming weeks, we expect additional evidence and
testing will show the extent of the danger it poses to enable us to
make a more informed assessment of the risks to credit. In our
view, the emergence of the omicron variant shows once again that
more coordinated and decisive efforts are needed to vaccinate the
world's population to prevent the emergence of new, more dangerous
variants."

FG BCS LTD

S&P said, "We affirmed the ratings on nonoperating holding company
(NOHC) FG BCS and operating subsidiaries of BCS group
BrokerCreditService (Cyprus) Limited, BrokerCreditService
Structured Products plc, and BCS Prime Brokerage Limited. Our
ratings reflect our opinion of the group as the largest and one of
the most diversified independent brokers in the Russian market,
serving about 6% of registered domestic retail brokerage clients
and with about 10% of brokerage assets of retail clients in Russia
at year-end 2021. We believe BCS group will benefit from the good
growth prospects in the retail brokerage segment that we expect to
continue over 2022-2023, and will remain the largest operator in
the equities and derivative market on the Moscow Exchange. We also
factor in the group's notable international presence in the U.K.,
U.S., and Cyprus, and its expanding global investment banking
business as a key execution platform for international players in
Russia-based markets.

"We forecast that BCS group's capital and leverage will remain
strong in 2021-2022 as measured by our risk-adjusted capital ratio
(RAC). We estimate BCS' RAC will remain sustainably above 10%,
despite fast balance-sheet growth. BCS' moderate risk position
reflects its high growth appetite and complex operations,
demonstrated by the sale of complex structured products to retail
investors. The group has diverse and stable funding sources, and
its liquid assets historically account for about two-thirds of the
balance sheet.

"We assess BCS' group stand-alone credit profile (SACP) at 'bb-'.
Our rating on FG BCS, the NOHC, is one notch lower than the group
SACP to reflect the structural subordination of the nonoperating
holding company's liabilities to those of the operating companies.
We equalize our ratings on BrokerCreditService (Cyprus) Limited,
BrokerCreditService Structured Products plc, and BCS Prime
Brokerage Limited with the group SACP, because we consider them to
be core operating entities of the group."

Outlook

S&P said, "The stable outlook on FG BCS and its core subsidiaries
reflects our expectation that the group's business and financial
profiles will remain stable over the next 12 months despite some
uncertainty in the operating environment in Russia. The business
will be supported by good growth opportunities in Russian retail
brokerage and recently introduced minimum capital and liquidity
requirements for Russian securities firms. We expect that BCS group
will continue to gain new retail and institutional clients and
diversify its revenues, while at the same time operate with
sufficient capital and adequate liquidity and a prudent risk
appetite."

Downside scenario: S&P could consider a negative rating action if
risks in the Russian securities market increase and/or FG BCS'
ambitious growth targets pressure its capital and/or liquidity.

Upside scenario: A positive rating action is unlikely over the next
12 months. Beyond 12 months, it would depend on the further
strengthening of the group's aggregated risk management and the
demonstration of a prudent risk appetite. S&P would also need to
see the group maintain our RAC ratio sustainably above 11% and
continue to post stable funding and liquidity metrics.

  Ratings Score Snapshot

  Issuer credit rating:  FG BCS LTD: B+/Stable/B
  BrokerCreditService (Cyprus) Limited, BrokerCreditService
Structured Products plc, and BCS Prime Brokerage Limited:
BB-/Stable/B
  Group stand-alone credit profile: bb- Anchor: b+

  Business position: Strong (+1)
  Capital and earnings: Strong (+1)
  Risk position: Moderate (-1)
  Funding and liquidity: Adequate and adequate (0)
  Comparable ratings analysis: 0
  Support: 0

  FG BCS Holding Company Notching: -1

Renaissance Financial Holdings

S&P said, "We affirmed our ratings on RFHL. RFHL is primarily an
institutional broker, with strong positions in equities and
derivatives in Russia's capital markets as well as in some African
markets, which supports our assessment of its business position.

"We expect its capitalization, as measured by our risk-adjusted
capital ratio (RAC), will remain above 10% in 2021-2022, reflecting
planned moderate balance-sheet growth and adequate
revenue-generation capacity. RFHL's still-high exposure to its
shareholder Onexim continues to weigh on its risk position. As of
Sept. 30, 2021, loans to the shareholder, net of provisions,
progressively reduced to slightly less than its total adjusted
capital. We expect that exposure to the shareholder will continue
to gradually decline in the next three years. We see RFHL's funding
as negative for the rating given its lack of sources to finance
long-term assets. However, prudent liquidity management and
available liquidity support from its owner Onexim balance the risks
of predominantly short-term funding.

"Our 'B' rating on RFHL, the NOHC, is one notch lower than the
group SACP of 'b+'. This reflects the structural subordination of
the NOHC's liabilities to those of the operating companies."

Outlook

The stable outlook on RFHL reflects S&P's expectation that, over
the next 12 months, the company will maintain a moderate risk
appetite and strong capitalization and continue to further decrease
its exposure to the shareholder.

Downside scenario: S&P could lower its ratings on RFHL in the next
12 months if its risk appetite or pressure on the capital buffer
increased materially--for example, due to increased market risk or
faster-than-expected balance-sheet growth.

Upside scenario: S&P said, "We are unlikely to upgrade the holding
company over the next 12 months because we usually rate NOHCs that
are in prudentially regulated jurisdictions two notches below the
group SACP. Therefore, an upgrade to the NOHC would require us to
revise the group SACP upward by more than one notch."

Ratings Score Snapshot

  Issuer credit rating: B/Stable/B
  Group stand-alone credit profile: b+
  Anchor: bb-

  Business position: Adequate (0)
  Capital and earnings: Strong (+1)
  Risk position: Moderate (-1)
  Funding and liquidity: Below Adequate and adequate (-1)
  Comparable ratings analysis: 0
  Support: 0

  Holding Company Notching: -1

Ronin Europe

S&P said, "We affirmed our ratings on Ronin Europe. The ratings
reflect our assessment of the creditworthiness of the wider group
and Ronin Europe's core status within the group as a main
operational entity for international business and an important
booking center. As a result, we equalize the ratings on Ronin
Europe with the parent Ronin Partners' group SACP and we do not
assign an SACP to Ronin Europe.

"The ratings reflect Ronin Partners group's limited customer base,
which causes high single-name and geographic concentrations and
swings in profitability due to nonrecurring earnings. These factors
are mitigated by the group's relationship-driven niche customer
profile, lower-than-peer proprietary risk appetite, and operational
efficiencies. A very strong level of capitalization, adequate risk
management, and an ample liquidity buffer somewhat shelter the
group from adverse market developments, in our opinion.

"Our issuer credit rating on Ronin Partners is one notch lower than
the group SACP, based on our view that the company's preliminary
'bb' group SACP is high by Russian standards, and usually
associated with larger institutions that have much better business
diversity and a larger scale of operations, a more-advanced
strategy, and better corporate governance."

Outlook

The stable outlook reflects S&P's view that both Ronin Europe and
its parent, Ronin Partners B.V., will maintain conservative
financial policies, very strong capitalization, and ample liquidity
in the next 12 months.

Downside scenario: S&P could revise its assessment of the group
SACP downward and lower the ratings on Ronin Europe if the group
abandoned its conservative investment philosophy, substantially
increased its risk appetite, and adopted more-aggressive growth
strategies that led to a material weakening of its capitalization
and risk profile.

Upside scenario: S&P considers an upgrade unlikely. Diversification
from the boutique business model and further diversification away
from Russian risk could be a prerequisite for such an action,
however.

  Ratings Score Snapshot

  Issuer credit rating: BB-/Stable/B
  Stand-alone credit profile: bb-

  Anchor: b+
  Business position: Moderate (-1)
  Capital and earnings: Very Strong (+2)
  Risk position: Adequate (0)
  Funding and liquidity: Strong and Strong (+1)
  Comparable ratings analysis: -1
  Support: 0


  Ratings List

  RATINGS AFFIRMED

  FG BCS LTD.

   Issuer Credit Rating      B+/Stable/B

  BCS PRIME BROKERAGE LTD.
  BROKERCREDITSERVICE STRUCTURED PRODUCTS PLC
  BROKERCREDITSERVICE (CYPRUS) LTD.

   Issuer Credit Rating      BB-/Stable/B

  RATINGS AFFIRMED

  RENAISSANCE FINANCIAL HOLDINGS LTD.

   Issuer Credit Rating      B/Stable/B

  RATINGS AFFIRMED

  RONIN EUROPE LTD.

   Issuer Credit Rating      BB-/Stable/B


UZAUTO MOTORS: S&P Affirms 'B+/B' ICRs, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'B+/B' ratings on UzAuto Motors
(UAM).

The stable outlook reflects S&P's view that UAM will generate
materially higher revenue and negative FOCF of $100 million-$150
million this year, with remaining capital investments for the GEM
platform covered by export credit agency (ECA) funding during the
first half of 2022.

Production at UzAuto Motors (UAM) has been hampered by the current
semiconductor chip shortage, ramp up of General Motors' (GM's)
Global Emerging Markets (GEM) platform, and cost inflation, which
will limit adjusted EBITDA in 2021-2022 to $200 million-$220
million in S&P's updated base case.

Leverage remains commensurate with the current rating level, but
the semiconductors shortage, cost inflation, and delayed ECA
funding pressure EBITDA recovery. Like other auto producers around
the world, UzAuto Motors was affected by ongoing supply chain
bottlenecks and semiconductors shortage in 2021. S&P said, "We
therefore now expect production of about 235,000 units only for
full-year 2021, compared with the company's May guidance of
300,000-305,000. The decrease was partly offset by a larger
contribution from higher-margin premium segment models, and we have
revised our estimate of UAM's 2021 EBITDA to $200 million–$220
million from $240 million-$260 million. For 2022, we assume
production will recover to 280,000-290,000 units, or about 80%
capacity utilization, on a gradual easing of chip supply shortage
and rising sales of microvans, which do not require chip
installations. However, the increase in volumes will be offset by
spending associated with the GEM platform, which includes equipment
renewal to retire old models and start production of GM's
specifically designed emerging markets models. Margins will be
further pressured by increasing foreign exchange (FX) cost
inflation, especially for premium models, whose components are
mostly imported. As a result, EBITDA will stay at $200
million–$220 million in 2022, similar to that in 2021. At the
same time, we expect debt accumulation to finance capital
investments in 2022, including a $300 million bond issue in 2021
and ECA funding totaling about $160 million, including UAM's
cross-default guarantees to sister company, Powertrain. This will
lead to funds from operations (FFO) to debt falling to about 35% in
2022 from about 70% in 2020 and 50%-55% in 2021. The expected
volatility of credit metrics is largely captured in our current
significant financial risk profile, but weaker EBITDA or FOCF in
2022 than currently assumed could result in negative rating
action."

S&P said, "We expect working capital outflow in 2022 to deliver on
prepaid orders will reduce the $330 million of cash accumulated
last year, thereby pressuring liquidity in the absence of ECA
funding. The semiconductors shortage led to inventory buildup in
2021, but this was almost fully offset by prepayments from
customers, resulting in working capital inflow of $230 million
–$250 million for 2021. Combined with EBITDA generation of $200
million-$220 million and capital expenditure (capex) of about $310
million, this resulted in positive FOCF and cash of about $330
million by the end of 2021, about half of which is in hard
currency. However, we expect that some orders related to the
prepayments will be delivered this year, resulting in a meaningful
working capital outflow of $200 million–$250 million in 2022.
Combined with planned investments of about $80 million in the GEM
platform, this will lead to negative FOCF of $100 million-$150
million. Rating pressure might build if UAM fails to attract the
envisaged ECA funding by the end of the first half of 2022. We also
note UAM has revised payables terms with its main supplier, GM
Korea, resulting in the payables period increasing by 60 days and
sizeable cash inflow of $233 million in first-half 2021. We
understand this was a temporary measure to fund the company's
switch of letter of credit agreements to international banks from
local banks. We expect payables terms to return to historical
levels by the end of the year. Because we assess changes in
payables terms as temporary and UAM's liquidity position as
otherwise still adequate, we don't apply a debt adjustment for
these additional funds. However, we will continue monitoring
payables terms and add the funding to debt if we assess the
revision of terms to be akin to financing, which will likely lead
us to revise our assessment of UAM's stand-alone credit quality."

The company is well positioned to face increasing competition in
the domestic market. Kia and Renault have recently announced plans
to launch semi-knocked-down production (where cars are partly
stripped, imported, and reassembled) of up to 25,000 units in
Jizzakh region, and fully localize production in the medium term.
S&P said, "We estimate these longer-terms plans will add up to
100,000 units, although some will be exported. This is a sizeable
addition to the market, compared with UAM's production capacity of
360,000 units. However, we still expect UAM can sustain its
quasi-monopolistic position, supported by its prices being lower
amid broad localization and cost optimization following the GEM
platform launch, as well as low auto usage and strong demand for
new vehicles. We also expect UAM's recently appointed CEO, Bo Inge
Andersson, to lead cost optimization and expansion to neighboring
countries, diversifying the company's end markets and supporting
its dominance in the domestic market."

S&P said, "The unexpected increase in capital investments of about
$80 million in the first half of 2021, related to additional
projects at UAM's subsidiaries, does not change our view of the
company's ability to contain leverage.During 2021, some of UAM's
subsidiaries initiated additional projects that we estimate at
about $80 million. These projects are financed with cash on UAM's
balance sheet, and we understand the company expects further
reimbursement of these expenses, although the timing is unclear and
not included in our base case. We regard these as one-off spending
items, while in the forecast period we expect both UAM and parent
company UzAuto Sanoat to adhere to their initial projects pipeline,
with no debt accumulation beyond that outlined in our base case.

"We assess credit quality of parent company UzAuto Sanoat as in
line with that of UAM. We assess the group credit profile of UzAuto
Sanoat, which owns 100% of UAM, as being at the same level as UAM's
stand-alone credit profile. The group continues to benefit from its
quasi-regulation function, controlling auto manufacturing
enterprises and auto localization, and from diversification into
other segments such as heavy trucks and engines as well as
components production. However, additional debt of $180
million-$200 million to finance capex at other subsidiaries and
UAM's contribution of about 70% to the group's EBITDA, limit
headroom for potential group support. Moreover, we expect no new
major projects at the parent company until the GEM platform is
fully ramped up.

"UAM's plans for an IPO of a minority stake is unlikely to change
our view of its link with the government.The company plans an IPO
in Uzbekistan in the second half of 2022 of up to 5% of its capital
is subject to government approval. We regard as positive that the
government will keep a controlling stake in the company, which
supports our view that the likelihood of UAM receiving
extraordinary government support won't change. Moreover, the
potential entry of international investors could further enhance
transparency and the implementation of best corporate practices. We
still believe our assessment of a high likelihood of extraordinary
government support captures the group's importance to the local
economy as a national auto producer and large employer, as well as
the government's influence on UAM's strategic and business plan
through its board of directors, and its track record of previous
support through favorable loan rates and market regulation."

Outlook

S&P said, "The stable outlook reflects our view that UAM will
generate materially higher revenue, while negative FOCF of $100
million-$150 million in 2022 will be covered by the company's cash
balance of $330 million. We further expect that the remaining
capital investments for the GEM platform will be covered with ECA
funding during the first half of 2022. We also expect the company
to report an S&P Global Ratings-adjusted FFO to debt ratio of at
least 35% in 2022 and repay the outstanding facility with Credit
Suisse."

Downside scenario

S&P could lower the rating on UAM if:

-- It fails to attract ECA funding in the first half of 2022 to
meet outstanding capital investment needs.

-- The company is unable to increase production or offset foreign
exchange changes or cost inflation through local price increases,
leading to EBITDA lower than $200 million in 2022.

-- S&P observes continued negative FOCF as a result of higher
capital investments or working capital requirements than currently
envisaged in our base case, with no adequate funding.

A negative rating action could be also triggered by debt
accumulation at the holding company level, with consolidated
adjusted debt to EBITDA at the holding company above 3.0x.

Upside scenario

S&P said, "We could consider raising the rating if the company
builds up a strong liquidity position, generates EBITDA of higher
than $300 million, maintains adjusted FFO to debt consistently
above 45%, and generates cumulative FOCF of about $100 million in
2022-2023.

"The credit quality of parent UzAuto Sanoat would also need to
develop in line with that of UAM to support a potential upgrade.
Notably, we expect the parent's credit metrics to be similar to
those of UAM, implying limited additional debt (other than assumed
in our base case) and no material negative cash burn at other
subsidiaries.

"We could also raise the rating on UAM if we raise the sovereign
rating on Uzbekistan."

Environmental, Social, And Governance

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

S&P said, "Governance factors are a negative consideration in our
credit rating analysis of UAM, similar to corporate peers in
Uzbekistan and Kazakhstan. UAM and its parent company, UzAuto
Sanoat, are on the path to greater disclosure and transparency.
UzAuto Sanoat does not disclose its financials publicly, and we
think the group's governance still lags international best
practices, especially when compared with public companies in
developed markets. Moreover, our assessment reflects the elevated
country-related governance risks in Uzbekistan, where the company's
operations are concentrated. Environmental factors have an overall
neutral influence on our rating analysis of UAM. Although UAM lags
global auto producers in terms of the transition to EV production,
this is offset by significantly lower regulatory pressure from the
Uzbekistani government and the lack of CO2 emission regulation,
limiting the effect on the company's financials in the medium term,
in our view."


VELES CAPITAL: S&P Affirms 'BB-/B' ICRs, Alters Outlook to Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-/B' long- and short-term issuer
credit ratings on iInvestment company Veles Capital LLC (Veles)
following a revision to our criteria for rating banks and nonbank
financial institutions and determining a Banking Industry Country
Risk Assessment.

S&P also revised S&P's outlook on Veles to stable from negative.

S&P said, "We revised the outlook on Veles to stable from negative
to reflect our reduced concerns regarding its regulatory capital
adequacy ratio. The broker estimates its regulatory capital
adequacy ratio at about 49% at year-end 2021 and aims to maintain
it within the 10%-70% range depending on the activity of its large
clients. The ratio was introduced from Oct. 1, 2021, with the
minimum of 4% gradually increasing to 8% by Oct. 1, 2022.
Originally Veles estimated its regulatory capital adequacy ratio at
a materially lower level as of Oct. 1, 2021. We understand that the
company does not expect a material reduction in its clients'
activity to remain in compliance with the regulatory capital
adequacy ratio. We expect its risk-adjusted capital (RAC) ratio
will remain very strong at above 15% in 2022-2023."

The ratings on Veles reflect the company's relatively stable market
position as an independent midsize broker in the Russian securities
market. It has a leading position in the Russian government and
corporate bonds segment, but its business mix and client base
diversification are otherwise moderate. The firm has low risk
appetite with a proprietary trading portfolio predominantly in
Russian government bonds. Veles maintains a sizable liquidity
cushion, which drives our strong assessment of its funding and
liquidity.

S&P said, "We note that Veles' preliminary 'bb' stand-alone credit
profile (SACP) is high in the Russian context. This SACP level is
usually associated with larger institutions with much better
business diversity and scale of operations, more advanced strategy,
and better corporate governance. We apply a negative adjustment
notch to reflect our holistic view of the company's weaker credit
characteristics versus peers from the same rating category.

The recent rapid spread of the omicron variant highlights the
inherent uncertainties of the pandemic as well as the importance
and benefits of vaccines. Although the risk of new, more severe
variants displacing omicron and evading existing immunity cannot be
ruled out, our current base case assumes that existing vaccines can
continue to provide significant protection against severe illness.
Furthermore, many governments, businesses, and households around
the world are tailoring policies to limit the adverse economic
impact of recurring COVID-19 waves. Consequently, we do not expect
a repeat of the sharp global economic contraction of second-quarter
2020. Meanwhile, we continue to assess how well each issuer adapts
to new waves in its geography or industry.

"The stable outlook reflects our expectations that, over the next
12 months, the company will operate with a sufficient cushion above
the minimum regulatory capital adequacy ratio and that its
profitability will not materially decrease due to limitations on
risky operations for clients, which negatively affect the ratio.

"We could lower the ratings on Veles in the next 12 months if we
see that the company has increased its risk appetite or changed its
conservative approach to risk management. A negative rating action
may also follow a material erosion of Veles' liquidity position or
capital adequacy caused, for example, by high special dividends and
aggressive business growth.

"We consider an upgrade unlikely. Diversification from the boutique
business model and away from Russian risk could be a prerequisite
for such an action, however."




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

IBERCAJA BANCO: S&P Affirms 'BB+' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings has affirmed its issuer and issue credit ratings
on the following Spanish banks. The affirmations follow a revision
to our criteria for rating banks and nonbank financial institutions
and for determining a Banking Industry Country Risk Assessment
(BICRA). The affirmations include:

-- Bankinter S.A. (ICR BBB+/Stable/A-2)
-- Cecabank S.A. (ICR BBB+/Stable/A-2)
-- Kutxabank S.A. (ICR BBB/Stable/A-2)
-- Caja Laboral Popular Cooperativa de Credito (ICR
BBB/Stable/A-2)
-- Banco de Sabadell S.A. (ICR BBB-/Stable/A-3, RCR BBB/A-2)
-- Abanca Corporacion Bancaria S.A. (ICR BB+/Stable/B)
-- Ibercaja Banco S.A. (ICR BB+/Stable/B)
-- Cajamar Caja Rural S.C.C. and Banco de Credito Social  
Cooperativo S.A. (both with ICRs of BB/Stable/B)

S&P's outlooks on the banks remain stable.

S&P said, "Our assessments of economic risk and industry risk in
Spain also remain unchanged at '4' and '4', respectively. These
scores determine the BICRA and the anchor, or starting point, for
our ratings on financial institutions that operate primarily in
that country. The trends we see for economic risk and industry risk
remain negative and stable, respectively.

"Our assessments of these banks' stand-alone credit profiles remain
unchanged under our revised criteria. None of the bank ratings
reviewed today benefit from extraordinary external support in the
form of additional loss-absorbing capacity (ALAC).

"We reviewed separately our ratings on Mulhacen Pte. Ltd. We also
reviewed separately the ratings on Spanish banks that were placed
under criteria observation (UCO) and subsequently raised. This
includes Banco Santander S.A., Santander Consumer Finance S.A.,
Banco Bilbao Vizcaya Argentaria S.A., and Caixabank S.A.

Bankinter S.A.

S&P said, "The ratings on Bankinter reflect its flexible and
efficient operating structure, which supports its stronger
profitability than peers; its good asset quality track record; and
our view of its clear and well-implemented strategy. These
strengths are balanced by its more limited size and weaker market
position than large Spanish peers, which also applies to its
Portuguese business. Although Bankinter is growing its buffer of
subordinated bail-inable debt, which could exceed 400 basis points
(bps) of S&P Global Ratings' risk-weighted assets (RWAs) by
end-2023, its rating does not benefit from ALAC uplift. This is
because we doubt that neither the envisaged "sale of business"
primary resolution strategy nor the back-up open bank bail-in
strategy would reliably ensure full and timely payment for all its
senior preferred creditors in a resolution scenario."

Outlook

S&P said, "The stable outlook reflects our view that Bankinter
should gradually compensate for most of the revenue lost from the
sale of its non-life insurance arm and maintain solid profitability
over the next 18-24 months. We also expect the bank to maintain a
prudent risk profile, although provisions will likely remain above
normalized levels in the next 18 months, due to the lingering
effects of the pandemic."

Downside scenario: S&P said, "We could lower the ratings if
Bankinter fails to compensate for the revenue lost from the
insurance spin-off and its profitability does not strengthen enough
to counterbalance its more modest, concentrated franchise compared
with that of similarly rated peers. We could also lower the ratings
if profitability improvements relied on lower quality, less stable
revenue sources. In addition, although less likely, we could lower
our ratings if Bankinter's risk appetite increased, either due to
aggressive lending or acquisitions that could impair its financial
profile."

Upside scenario: S&P said, "An upgrade based on its stand-alone
creditworthiness is unlikely since we consider it improbable that
we would give more weight to the bank's capital and risk strength.
We could consider raising the ratings based on external support if
we had more clarity about the degree of senior creditor protection
under resolution and, at the same time, Bankinter's ALAC buffers
remained sustainably above the threshold of 350 bps of S&P Global
Ratings' RWAs we set up for a one-notch ratings uplift (the
threshold is 50 bps above the standard threshold to reflect a
concentration of ALAC instruments)."

  Ratings Score Snapshot

  Issuer Credit Rating: BBB+/Stable/A-2
  Stand-alone credit profile: bbb+

  Anchor: bbb
  Business Position: Adequate (0)
  Capital and Earnings: Adequate (0)
  Risk Position: Strong (+1)
  Funding and Liquidity: Adequate and adequate (0)
  Comparable Rating Analysis: 0
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0
  Additional Factors: 0

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

Cecabank S.A.
The ratings on Cecabank reflect the bank's very strong and high
quality capitalization; its key role as a service provider for
Spanish banks, which limits its credit risk; and its conservative
management. The ratings also factor in Cecabank's concentrated
business in a limited number of customers; and larger exposure than
peers to operational and market risk. Its strong liquidity cushions
balance its structurally higher reliance than peers on wholesale
and short-term debt.

Outlook

The stable outlook assumes that Cecabank will remain strongly
capitalized, maintaining a risk-adjusted capital (RAC) ratio in
excess of 15% over the next 18-24 months. Indeed, the bank already
managed to restore capital to that level, after the
acquisition-driven abrupt decline experienced in 2020. At the
current level, capital will support Cecabank's resilience--even in
a more difficult economic scenario than the one we currently
contemplate--but provides limited room to accommodate further
material inorganic growth. S&P also expects the bank to maintain
its low risk and concentrated profile, together with its resilient
business performance.

Downside scenario: S&P could lower the ratings on Cecabank if the
bank were to engage in additional material acquisitions that might
impair its capital base, with its RAC materially declining below
15%, or if it increased its risk appetite.

Upside scenario: S&P considers an upgrade unlikely at this stage,
given Cecabank's concentrated business model and rating level.

  Ratings Score Snapshot

  Issuer Credit Rating: BBB+/Stable/A-2
  Stand-alone credit profile: bbb+

  Anchor: bbb
  Business Position: Moderate (-1)
  Capital and Earnings: Very Strong (+2)
  Risk Position: Adequate (0)
  Funding and Liquidity: Moderate and Strong (0)
  Comparable Rating Analysis: 0
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0
  Additional Factors: 0

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

Kutxabank S.A.

The ratings on Kutxabank reflect its strong retail banking
franchise in its home market, the wealthy Basque Country; its
diversified earnings stream, including fee-generating businesses
like asset management and insurance; sound capitalization; and its
low-risk loan book. These strengths are balanced by its limited
geographic diversification and scale compared to larger domestic
peers that make Kutxabank more vulnerable to fierce competition,
and prospects of only modest returns amid prolonged ultra-low
interest rates and the accelerated need for digital
transformation.

Outlook

S&P said, "The stable outlook on Kutxabank balances the bank's
limited profitability prospects with the benefits of a gradually
strengthening capital base. While results should improve in the
coming years on the back of higher fee income and lower provisions,
we see the bank's return on equity (RoE) reaching just 4.5% in
2023, which is still low, even if it is higher than the 2.9% it
reported in 2020. In turn, Kutxabank's capitalization, as measured
by our RAC, may approach the 10% mark by 2023 provided that
downside risks to the Spanish economic environment do not
materialize. Our stable outlook also assumes that the bank will
maintain its sound liquidity and conservative risk culture, and
that potential asset quality deterioration over the next 18-24
months will be modest."

Downside scenario: S&P said, "We could lower the ratings if the
bank fails to respond effectively to the sector's structural
challenges (negative interest rates, digitalization race, intense
competition), with its profitability underperforming that of its
peers, and stronger capitalization is not a sufficient rating
strength to compensate it. We could also lower the ratings if the
bank were to engage in inorganic expansion that takes a toll on its
solid capitalization, increases its risk profile, or results in
managerial challenges."

Upside scenario: S&P could raise the rating in the medium term if
the bank strengthens and sustains its capital at a strong level,
while demonstrating banking franchise, management, and
profitability strength that could compensate for its limited scale
and lower geographical diversification. For an upgrade, downside
risks to Spain's macroeconomic outlook would first have to ease.

  Ratings Score Snapshot

  Issuer Credit Rating: BBB/Stable/A-2
  Stand-alone credit profile: bbb

  Anchor: bbb
  Business Position: Adequate (0)
  Capital and Earnings: Adequate (0)
  Risk Position: Adequate (0)
  Funding and Liquidity: Adequate and adequate (0)
  Comparable Rating Analysis: 0
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0
  Additional Factors: 0

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

Caja Laboral Popular Cooperativa de Credito
The ratings are supported by the bank's strong capitalization,
prudent and traditional business model, its retail-funded profile,
and healthy liquidity. At the same time, S&P's ratings incorporate
Caja Laboral's limited scale and high concentration; modest
profitability prospects amid ultra-low interest rates and intense
competition; and still-sizable stock of legacy problematic assets
from the previous crisis.

Outlook

S&P said, "Our stable outlook on Caja Laboral reflects our view
that it will preserve its strong capital, ample liquidity, and
conservative risk profile. It also reflects our view that, despite
marginally improving, its returns are unlikely to reach those of
pre-COVID-19 levels, with RoE hovering around 5.5% in 2022-2023. We
expect the bank's balance sheet to remain resilient to the
remaining effects of the pandemic shock, with the bank recording
only a modest increase of problem loans over the next 12-24 months.
Credit provisions will therefore remain manageable, at below 20 bps
of average loans. Our RAC ratio will improve marginally to about
14%."

Downside scenario: S&P could downgrade Caja Laboral if we observed
little progress in the workout of its stock of legacy problematic
assets, resulting in a widening of the gap with domestic peers, or
if Caja Laboral is unable to preserve its franchise in the context
of a more competitive and demanding operating environment.

Upside scenario: S&P considers an upgrade unlikely, even if
downside risks to Spain's macroeconomic outlook were to ease. This
is because S&P deems it improbable that it would give more weight
to the bank's capital and risk strength.

  Ratings Score Snapshot

  Issuer Credit Rating: BBB/Stable/A-2
  Stand-alone credit profile: bbb

  Anchor: bbb
  Business Position: Moderate (-1)
  Capital and Earnings: Strong (+1)
  Risk Position: Adequate (0)
  Funding and Liquidity: Adequate and adequate (0)
  Comparable Rating Analysis: 0
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0
  Additional Factors: 0

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

Banco de Sabadell S.A.

The ratings balance its valuable banking franchise in Spanish small
and midsize enterprises (SMEs), adequate capitalization, and proven
ability to reduce legacy problem assets with the need to undertake
a restructuring that will weigh on returns over the next 18-24
months. S&P said, "Unlike other systemically important Spanish
lenders, our ratings on Sabadell do not benefit from ALAC uplift.
This is because its cushion of bail-inable instruments--which we
forecast will reach about 280 bps of S&P RWAs in 2023--is still not
large enough to comfortably protect senior creditors in resolution.
It is getting close, however. We set up Sabadell's threshold to
benefit from one notch of ALAC uplift at the standard 300 bps."

Outlook

S&P said, "Our stable outlook on Sabadell balances the challenges
facing the new management team from the need to restructure the
business in order to sustainably improve its competitive position
and profitability with our expectation that, over the next 18-24
months, its capitalization should prove sufficient to weather
remaining potential downside risks to Spain's macroeconomic
outlook. While Sabadell is structurally more exposed to corporate
lenders, and therefore more vulnerable to the emergence of
problematic loans from the pandemic, we think any asset quality
deterioration yet to come will be manageable."

Downside scenario: Although unlikely at this stage, S&P could lower
its ratings if management fails in its restructuring efforts or
does not execute strategic deleveraging for some of its
international operations, leading to a sharp deterioration of
capitalization, with our RAC ratio falling below 7%.

Upside scenario: S&P said, "We could raise the ratings on Sabadell
if the bank made more progress in building up is bail-inable debt
buffer, reaching an ALAC buffer sustainably above 300 bps. We see
an upgrade based on its stand-alone creditworthiness as unlikely
while Sabadell works through its restructuring. However, we could
consider it once we see clear evidence that Sabadell's efficiency
and profitability have improved materially, reducing the gap with
that of higher-rated peers, combined with a more supportive
operating environment for Spanish banks."

  Ratings Score Snapshot

  Issuer Credit Rating: BBB-/Stable/A-3
  Resolution Counterparty Rating: BBB/A-2
  Stand-alone credit profile: bbb-

  Anchor: bbb
  Business Position: Moderate (-1)
  Capital and Earnings: Adequate (0)
  Risk Position: Adequate (0)
  Funding and Liquidity: Adequate and adequate (0)
  Comparable Rating Analysis: 0
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0
  Additional Factors: 0

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

Abanca Corporacion Bancaria S.A.

The ratings reflect Abanca's geographic concentration, lower
business diversification than higher rated peers, and still modest
operating profitability and efficiency, amid a highly competitive
and increasingly concentrated market. The latter are partly
balanced by Abanca's large and strong franchise in its core market
of Galicia, sound capital, and limited stock of legacy problem
assets compared with domestic peers.

Outlook

The stable outlook on Abanca indicates that, while some asset
quality deterioration from the pandemic has yet to emerge, it
should be manageable, allowing credit provisions to continue
declining from the 2020 peak, as S&P has seen so far in 2021.
Capitalization will remain solid and operating profitability should
gradually improve over the next 12-18 months, as Abanca focuses on
further extracting value from its various recent acquisitions.
Still, it may take some time until Abanca's returns become more
aligned with those of highly rated peers.

Downside scenario: S&P could lower the ratings if Abanca engages in
additional acquisitions that weaken its capitalization, increase
its risk profile, or pose managerial challenges; or if it increases
its risk appetite in an attempt to build up business more rapidly.

Upside scenario: S&P could consider an upgrade if Abanca
successfully extracts business value from its recent acquisitions,
enhancing its efficiency and underlying profitability to levels
closer to those of its higher rated peers, while remaining
spillover effects from the pandemic remain manageable.

  Ratings Score Snapshot

  Issuer Credit Rating: BB+/Stable/B
  Stand-alone credit profile: bb+

  Anchor: bbb
  Business Position: Constrained (-2)
  Capital and Earnings: Adequate (0)
  Risk Position: Adequate (0)
  Funding and Liquidity: Adequate and adequate (0)
  Comparable Rating Analysis: 0
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0
  Additional Factors: 0

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

Ibercaja Banco S.A.

The ratings reflect its geographic and business concentration,
limited scale amid a very competitive, increasingly digitized
environment, and modest earnings capacity relative to peers. The
latter are partly offset by its conservative management and prudent
risk practices, comfortable liquidity, and steady stable funding
through its loyal clientele in its home region.

The announcement of the bank's largest shareholder, Fundación
Bancaria Ibercaja, to place about 42% of its share capital in the
market through a listing process, has no immediate implications for
its ratings. It will not translate into higher capital at the bank
as there are no plans to undertake a capital increase. However,
being listed opens the possibility of the bank turning to the
market for capital if needed, and therefore improves its financial
flexibility. S&P is also mindful that being listed implies higher
market scrutiny on the bank's delivery of its business plan and
very likely higher dividend pay-outs.

Outlook

S&P said, "The stable outlook on Ibercaja reflects our belief that,
while the spill-over effects of the pandemic on asset quality are
yet to come, additional problem loans will be manageable, credit
provisions will hover at around 25 bps-30bps over 2022-2023, and
its capitalization will not be hampered. We see the banks' RAC
ratio improving modestly, reaching 8.3% by end-2022 from 7.9% in
2020. Profits should also improve somewhat on the back of higher
fee income and lower provisions, but the negative interest rates
and still-high costs will continue to weigh on Ibercaja's returns
and efficiency, which will likely remain lower than that of
higher-rated peers' over the next 12-18 months. We see the bank's
cost-to-income ratio at 60%-64% over 2022-2023."

Downside scenario: At the current ratings level, the downside is
limited, and would most likely be linked to a capital event.

Upside scenario: S&P could raise the ratings in the medium term if
Ibercaja enhances its efficiency and underlying profitability to
levels closer to those of higher-rated domestic peers, while
preserving its capital strength and conservative risk profile.

  Ratings Score Snapshot

  Issuer Credit Rating: BB+/Stable/B
  Stand-alone credit profile: bb+

  Anchor: bbb
  Business Position: Constrained (-2)
  Capital and Earnings: Adequate (0)
  Risk Position: Adequate (0)
  Funding and Liquidity: Adequate and adequate (0)
  Comparable Rating Analysis: 0
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0
  Additional Factors: 0

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

Banco de Credito Social Cooperativo S.A. and Cajamar Caja Rural
S.C.C.

The ratings on Banco de Credito Social Cooperativo S.A. and Cajamar
Caja Rural S.C.C. reflect our view of the creditworthiness of the
group to which they belong, Grupo Cooperativo Cajamar (GCC). S&P
considers them to be core members of it. Thus, their ratings
balance the group's comparatively high stock of legacy problematic
assets from the previous recession, geographically concentrated
business, and limited profitability with a resilient cooperative
franchise in core regions, adequate capitalization, and
predominantly retail funding profile.

Outlook

S&P said, "The stable outlook indicates that we expect the group's
balance sheet to remain resilient to the remaining spill-over
effects of the pandemic shock. New problem loans could still
emerge, but we think they will be manageable, and credit provisions
could gradually reduce. Reducing the bank's stock of legacy
problematic assets remains an item on the agenda. Capital will
remain relatively stable over the next 12-18 months, but
profitability will take longer to recover to pre-COVID-19 levels,
with earnings pressure and a still-large cost base constraining
bottom-line results at modest levels. However, we expect GCC to
preserve a resilient business model in its core region, as well as
its funding advantage."

Downside scenario: S&P could lower the ratings if there is a
material impairment to the bank's capital base or the group's
franchise weakens.

Upside scenario: S&P said, "We consider an upgrade unlikely at this
stage. We could take a positive rating action if, in addition to
GCC's loan book proving resilient to the pandemic shock, the group
significantly reduces its stock of legacy problematic assets from
the last recession, narrowing the gap with domestic peers, while at
the same time preserving adequate capitalization."

  Ratings Score Snapshot

  Issuer Credit Rating: BB/Stable/B
  Stand-alone credit profile: bb

  Anchor: bbb
  Business Position: Moderate (-1)
  Capital and Earnings: Adequate (0)
  Risk Position: Constrained (-2)
  Funding and Liquidity: Adequate and adequate (0)
  Comparable Rating Analysis: 0
  Support: 0

  ALAC Support: 0
  GRE Support: 0
  Group Support: 0
  Sovereign Support: 0
  Additional Factors: 0

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


  Ratings List

  ABANCA CORPORACION BANCARIA S.A          

  RATINGS AFFIRMED

  ABANCA CORPORACION BANCARIA S.A

    Issuer Credit Rating            BB+/Stable/B

  BANCO DE CREDITO SOCIAL COOPERATIVO S.A.        

  RATINGS AFFIRMED

  CAJAMAR CAJA RURAL S.C.C.
  BANCO DE CREDITO SOCIAL COOPERATIVO S.A.

   Issuer Credit Rating             BB/Stable/B

  BANCO DE CREDITO SOCIAL COOPERATIVO S.A.

   Senior Unsecured                 BB
   Subordinated                     B

  BANCO DE SABADELL S.A.             

  RATINGS AFFIRMED

  BANCO DE SABADELL S.A.

   Issuer Credit Rating             BBB-/Stable/A-3
   Resolution Counterparty Rating   BBB/--/A-2

  BANCO DE SABADELL S.A.

   Senior Unsecured                 BBB-
   Senior Subordinated              BB+
   Subordinated                     BB
   Preferred Stock                  B+

  BANKINTER S.A.               

  RATINGS AFFIRMED

  BANKINTER S.A.

   Issuer Credit Rating             BBB+/Stable/A-2

  BANKINTER S.A.

   Senior Unsecured                 BBB+
   Senior Subordinated              BBB
   Subordinated                     BBB-
   Junior Subordinated              BB
   Commercial Paper                 A-2

  BANKINTER SOCIEDAD DE FINANCIACION, S.A

   Commercial Paper                 A-2

  BILBAO BIZKAIA KUTXA (BBK)            

  RATINGS AFFIRMED

  KUTXABANK S.A.

   Issuer Credit Rating              BBB/Stable/A-2

  KUTXABANK S.A.

   Senior Subordinated               BBB-

  CAJA LABORAL POPULAR COOPERATIVA DE CREDITO       

  RATINGS AFFIRMED

  CAJA LABORAL POPULAR COOPERATIVA DE CREDITO

   Issuer Credit Rating              BBB/Stable/A-2

  IBERCAJA BANCO S.A.       

  RATINGS AFFIRMED

  IBERCAJA BANCO S.A.

   Issuer Credit Rating              BB+/Stable/B

  IBERCAJA BANCO S.A.

   Subordinated                      B+
   Preferred Stock                   B-

  CECABANK S.A.               

  RATINGS AFFIRMED

  CECABANK S.A.

   Issuer Credit Rating              BBB+/Stable/A-2


PROPULSION (BC) FINCO: S&P Assigns Prelim. 'B' ICR, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to ITP S.A. and its preliminary 'B' issue-level
rating to the company's proposed senior secured term loan. The
preliminary recovery rating is '3', indicating meaningful (50%-70%,
rounded estimate 60%) recovery prospects at default.

The stable outlook reflects S&P's expectation that ITP's leverage,
excluding one-off M&A fees and preferred equity notes from its
calculations, will be about 6.0x–6.5x in 2022, with funds from
operations (FFO) cash interest coverage of more than 2.5x, and
positive FOCF.

Propulsion (BC) Finco S.a.r.l., controlled by Bain Capital and
minority Spanish investors, is raising funds to acquire ITP S.A., a
Spanish aerospace and defense supplier of modules and components.
The company plans to issue a EUR575 million-equivalent senior
secured term loan for the acquisition. The transaction is subject
to customary regulatory approvals.

S&P Global Ratings bases its preliminary 'B' rating on ITP's market
position and good FOCF generation. ITP is a leading Tier 1 supplier
of mission-critical modules and components, has longstanding
relationships with the major engine original equipment
manufacturers (OEMs), and is a member of three European defense
consortia (Eurojet, Europrop, and MTRI). Although sales to
Rolls-Royce accounted for about 62% of ITP's revenue in 2020, the
company has moderate platform exposure, with no engine program
accounting for more than 15% of its consolidated sales. ITP's
position in the aero-engine supply chain, as a supplier with full
module design and make capabilities, reduces the level of
competition the company faces. It is a leader in the markets where
its key products are sold. S&P expects ITP's S&P Global
Ratings-adjusted EBITDA margin, excluding one-off M&A fees, to
recover to about 10% in 2022, comparatively lower than rated A&D
peers. The company has a strong ability to generate cash, supported
by aftermarket cash profits tied to engine flying hours.

Propulsion will finance its acquisition of ITP using a EUR575
million-equivalent first-lien term loan B, denominated in U.S.
dollars, and a EUR100 million multicurrency revolving credit
facility (RCF), which is expected to be undrawn at transaction
close. Furthermore, the financing package includes EUR350
million-EUR400 million of preferred equity notes held by
third-party investors, and about EUR815 million of funds from Bain
Capital and minority shareholders. S&P considers the preferred
equity notes to be debt-like in nature and thus include them in our
calculation of adjusted debt. As part of the transaction, any
existing financial debt will be repaid. The total purchase price
paid for the acquisition is about EUR1.7 billion, including
transaction-related fees and expenses, and we expect the company to
have around EUR50 million of cash on the balance sheet when the
transaction closes.

S&P said, "As a result of the new capital structure, we expect
ITP's adjusted gross debt levels to stand at about EUR1 billion in
2022, including the preferred shares. In 2022, we estimate S&P
Global Ratings-adjusted debt to EBITDA of 9.0x-10.0x excluding
preferred shares but including one-off M&A fees (15.0x-16.0x
including preferred shares), improving toward 5.5x-6.5x (excluding
shareholder loans) in 2023, driven by increasing EBITDA. The group
has historically been able to generate significant FOCF. On a
stand-alone basis, ITP's adjusted FOCF was about EUR163 million in
2019 and EUR96 million in 2020. While we anticipate FOCF will turn
slightly negative in 2022 due to M&A fees of EUR50 million-EUR70
million, we forecast that ITP will generate solid adjusted FOCF in
2023, corresponding to more than 5% of total adjusted debt."

ITP is a Tier 1 aeroengine supplier with full module design and
make capabilities, and has only a limited number of competitors.
Using internally developed proprietary technology, ITP designs and
manufacturers mission-critical products that require a high degree
of technological content. The company is one of the few independent
Tier 1 suppliers capable of producing full modules, which limits
the competition. ITP holds the No. 1 position among independent
suppliers of outsourced engine production of full modules and
components for low-pressure turbines (20%-25% market share) and
structures (40%-45% market share). ITP also has a strong position
for combustors, and a growing presence in compressors, and other
components.

ITP has long-term contracts on attractive engine platforms. The
company engages its customers through various contract types
including:

-- Risk and Revenue Sharing Partnerships (RRSPs),
-- Life of type supply agreements (LoTAs), and
-- Long-term supply agreements (LTAs).

LTAs may last for more than 10 years, but RRSPs and LoTAs cover the
life of an engine program--that is, they could last for more than
30 years. As a result, more than 90% of ITP's revenue base is
locked in with contracts of more than five years.

Furthermore, ITP holds strong positions on young and attractive
engine platforms such as the Trent XWB-84 and PW 1000G, which have
completed their development phase and are poised to attract growing
sales of original equipment and increasing aftermarket profits.
Furthermore, ITP is a full member of three European defense
consortia, in which it participates as an engine OEM. ITP is a
partner on the Future Combat Air System platform, which is
currently in the research and technology stage but offers promising
future growth prospects.

ITP's comparatively lower EBITDA margins, limited size, customer
concentration, and high exposure to wide-body commercial aerospace
platforms constrain the rating. ITP's S&P Global Ratings-adjusted
EBITDA margin has fluctuated between 9% and 17% in the past three
years. This volatility was caused by the sharp fall in the number
of flying hours in light of the pandemic and provisions. S&P said,
"We expect these will have a limited impact on EBITDA over the next
two years. By 2023, we anticipate ITP's S&P Global Ratings-adjusted
EBITDA margin will return to about 10%, although it is lower than
rated aerospace peers AI Convoy, Ultra Electronics, and F-Brasile
SpA. Furthermore, sales to Rolls-Royce accounted for about 62% of
ITP's revenue in 2020. While we expect ITP to gradually diversify
away from Rolls-Royce, post-divestment, this process will take
time. Finally, a significant portion of ITP's business is derived
from wide-body commercial aerospace programs. We expect wide-body
air traffic to recover more slowly than narrow-body."

The final rating will depend on the company's successful notes
issuance. S&P said, "We expect ITP to issue a EUR575
million-equivalent ($679 million) senior secured term loan B,
EUR100 million multi-currency senior secured RCF, and EUR350
million-EUR400 million of preferred equity shares. The final rating
will depend on our receipt and satisfactory review of all final
transaction documentation and continued operating performance in
line with our base case. Accordingly, the preliminary rating should
not be construed as evidence of the final rating. If we do not
receive the final documentation within a reasonable time frame, if
final documentation departs from materials reviewed, or if there
are unexpected material deviations from the expectations for the
company's financial performance, we reserve the right to withdraw
or revise the ratings." Potential changes include, but are not
limited to, utilizing new loan proceeds, maturity, size, and
conditions of the instruments, financial and other covenants,
security and ranking.

S&P said, "The stable outlook on ITP reflects our expectation that
ITP's leverage, excluding one-off M&A fees and preferred equity
notes, will be about 6.0x–6.5x in 2022, with FFO cash interest
coverage of more than 2.5x and positive FOCF.

"We could lower the rating if commercial flying hours fail to
continue to recover toward pre-pandemic levels, leading to
prolonged weakened demand for ITP's products, such that FFO cash
interest coverage was below 2.0x in 2022, with limited prospects of
improvement.

"We view rating upside as limited over the next 12 months, given
the exposure to wide-body commercial aeroengines and the high level
of leverage after the transaction. We could consider raising the
rating if better-than-expected operating prospects led to S&P
Global Ratings-adjusted debt (excluding preference shares) to
EBITDA reducing to below 5.0x on a sustainable basis. Furthermore,
an upgrade would depend on healthy cash flow generation, such that
FOCF to debt approaches 10%."

ESG credit indicators: E-2, S-4, G-3

S&P said, "Social factors are a negative consideration in our
credit rating analysis. A significant portion of ITP's revenue is
derived from wide-body engine platforms serving commercial
aerospace, which were severely affected by the COVID-19 pandemic.
As the result of reduced flying hours, ITP's pro forma revenue
decreased by 29% versus 2019. Although air travel is starting to
recover, we do not expect wide-body flying hours and production
rates to recover to 2019 levels until 2023 at least. Governance
factors are a moderately negative consideration, as is the case for
most rated entities owned by private-equity sponsors. We believe
that the company's highly leveraged financial risk profile points
to corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects the generally finite holding
periods and a focus on maximizing shareholder returns."




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

ANN SUMMERS: Return to Profitability May Pave Way for CVA Exit
--------------------------------------------------------------
Isabella Fish at Drapers reports that lingerie retailer Ann Summers
reduced its EBITDA loss to GBP7.2 million in the year to June 2020,
compared with a loss of GBP11.3 million in the year to June 2019.

The turnaround has continued since with a recovery in sales in the
year to June 2021 up 9.3% to GBP113.8 million, Drapers discloses.
The retailer said full details will be confirmed later this year
once the figures are lodged with Companies House. The company said
it remains debt free and holds cash reserves, Drapers relates.

According to Drapers, the business said the improved performance
reflects the focus on product ranges, quality and fit, investment
in its digital platforms and other systems, and the launch of new
digital marketing initiatives as part of a three-year growth
strategy.

In the first half of the current financial year -- the first 27
weeks to January 1, 2022 -- sales rose 6.7% year on year, and by
16.9% compared with two years ago, Drapers discloses.

However, high street footfall was affected immediately before
Christmas with "greater customer caution given increasing levels of
Covid, and the outlook remains uncertain", Drapers notes.

It said the return of the business to profitability and funding
position will enable Ann Summers to exit the company voluntary
arrangement (CVA) it entered into with landlords in December 2020,
Drapers relays.  Only 25 of its 91 stores will be affected, as
revised terms have been agreed with landlords on the rest of the
estate, Drapers states.  No store closures are planned, according
to Drapers.


DAILY MAIL: Egan-Jones Cuts Senior Unsecured Ratings to BB-
------------------------------------------------------------
Egan-Jones Ratings Company on January 14, 2022, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Daily Mail & General Trust PLC to BB- from BB+.

Headquartered in London, United Kingdom, Daily Mail, and General
Trust PLC owns and administers a wide range of media interests.


ELEMENT MATERIALS: S&P Puts 'B-' ICR on CreditWatch Positive
------------------------------------------------------------
S&P Global Ratings placed the 'B-' long-term issuer credit ratings
on U.K.-based testing services provider Element Materials
Technology Ltd. (Element) and its financing subsidiaries Greenrock
Midco Ltd. and Greenrock Finance Inc. on CreditWatch with positive
implications. S&P also placed its 'B-' issue ratings on the group's
senior secured debt on CreditWatch positive.

S&P expects to resolve the CreditWatch placement when it has
greater clarity on the new owner's plan for the group's capital
structure and financial policy following the acquisition.

On Jan. 25, 2022, Element announced that funds advised by
Singaporean state-owned investment vehicle Temasek are to buy a
majority controlling stake in the group from financial sponsor
Bridgepoint. S&P said, "We consider Temasek to be an investment
holding company. Such companies typically have longer-term
investment horizons and a lower tolerance for leverage than
financial sponsor owners. While we do not have any details on the
new owner's planned capital structure for the group, nor its
medium-term leverage tolerance, we believe it is likely that they
will be more conservative than those that prevail currently. If
this is the case, we could raise the issuer credit and issue
ratings."

S&P expectd to resolve the CreditWatch placement when it has
greater clarity on the new owner's plan for the group's capital
structure and financial policy following the acquisition.

FORMENTERA ISSUER: Fitch Rates Class F Notes 'B(EXP)'
-----------------------------------------------------
Fitch Ratings has assigned Formentera Issuer PLC's notes expected
ratings.

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

DEBT                 RATING
----                 ------
Formentera Issuer PLC

Class A   LT AAA(EXP)sf  Expected Rating
Class B   LT AA(EXP)sf   Expected Rating
Class C   LT A(EXP)sf    Expected Rating
Class D   LT BBB(EXP)sf  Expected Rating
Class E   LT BB(EXP)sf   Expected Rating
Class F   LT B(EXP)sf    Expected Rating
Class Z   LT NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

Formentera is a securitisation of owner-occupied (OO) and
buy-to-let (BTL) mortgages originated in the UK by various
non-conforming lenders. The loans were predominantly originated in
2007 (over 95% by current balance) and previously securitised in
two Fitch-rated transactions - Residential Mortgage Securities 23
plc (RMS23) and Uropa Securities 2008-1 plc (Uropa).

KEY RATING DRIVERS

Seasoned Non-Prime Loans: The asset pool contains seasoned loans
that were typical of UK non-conforming originations pre-global
financial crisis.

The pool contains a high proportion of borrowers with adverse
credit histories and early-stage arrears. In addition, the OO
sub-pool also contains a high proportion of interest-only (IO)
loans and borrowers who self-certified their income. Both sub-pools
contain loans in arrears but the BTL sub-pool has a materially
lower proportion.

Fitch considered the historical arrears performance and the average
annualised constant default rate (CDR) of RMS23 and Uropa in
setting the lender adjustments. The OO portion of the pool was
analysed under Fitch's non-conforming criteria assumptions with a
lender adjustment of 1.0x. The BTL portion of the pool was analysed
under Fitch's BTL criteria assumptions with a lender adjustment of
1.2x.

High IO Concentration: Of the borrowers in the OO sub-pool, 48%
have loan maturities due in 2030-2032. This did not result in a
higher IO concentration weighted average foreclosure frequency
(WAFF), although 79% of the IO loans in this sub-pool mature within
the next 15 years (37% within 10 years), leading to a 35% higher
overall WAFF adjustment. This adjustment will increase as more loan
maturities draw closer.

Low Indexed WA CLTVs: The mortgage portfolio has benefitted from
considerable growth in property values leading to a WA indexed
current loan-to-value (CLTV) of 60.6%. This contrasts with the WA
original-LTV (OLTV) of 87% and in turn led to a fairly strong
recovery rate assumption of 93.2% in Fitch's expected case. Nearly
three quarters of the borrowers with IO loans have an indexed CLTV
less than 70%. This should minimise any material loss if a
significant proportion of IO borrowers are unable to make their
bullet payments.

Base Rate-Linked Loans: The pool contains 43.4% loans linked to the
Bank of England base rate (BBR), 44.1% linked to Libor and 12.5%
linked to a standard variable rate. There will be no hedge in place
at close. As the notes will pay daily compounded SONIA, the
transaction will be exposed to basis risk between the BBR and
SONIA. The RMS23 loans linked to Libor have transitioned to an
alternative rate. One option under consideration for Libor
replacement for the Uropa loans is BBR. A sensitivity stress to the
transaction cash flows was therefore applied, applying the haircuts
between SONIA and BBR stipulated in Fitch's UK RMBS Rating
Criteria. This led to no difference in the model-implied-ratings.

RATING SENSITIVITIES

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

-- The transaction's performance may be affected by changes in
    market conditions and economic environment. Weakening economic
    performance is strongly correlated with increasing levels of
    delinquencies and defaults that could reduce credit
    enhancement available to the notes.

-- Additionally, unanticipated declines in recoveries could also
    result in lower net proceeds, which may make certain note
    ratings susceptible to negative rating actions, depending on
    the extent of the decline in recoveries. Fitch conducts
    sensitivity analyses by stressing both a transaction's base
    case FF and recovery rate (RR) assumptions, and examining the
    rating implications on all classes of issued notes. A 15%
    increase in the WAFF and a 15% decrease in the WARR indicate
    downgrades of between three and four notches across the
    capital structure.

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

-- Stable to improved asset performance driven by stable
    delinquencies and defaults would lead to increasing credit
    enhancement levels and, potentially, upgrades. Fitch tested an
    additional rating sensitivity scenario by decreasing the FF of
    15% and increasing the RR of 15%. The impact on all notes
    except the class A notes could be upgrades of between one and
    five notches.

BEST/WORST CASE RATING SCENARIO

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

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

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

ESG CONSIDERATIONS

Formentera has ESG Relevance Scores of '4' for Social - Human
Rights, Community Relations, Access & Affordability, due to a
significant proportion of the pool containing OO loans advanced
with limited affordability checks, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.

Formentera has ESG Relevance Scores of '4' for Customer Welfare -
Fair Messaging, Privacy & Data Security, due to the pool exhibiting
an IO maturity concentration among the legacy non-conforming OO
sub-pool of greater than 48%, which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

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

FORMENTERA ISSUER: S&P Assigns Prelim BB (sf) Rating to F Notes
---------------------------------------------------------------
S&P Global Ratings has assigned preliminary credit ratings to
Formentera Issuer PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd,
and F-Dfrd notes. At closing, Formentera Issuer will also issue
unrated class Z notes, S1, S2, and Y certificates, and VRR loan
notes.

Formentera Issuer is a static RMBS transaction that securitizes
well-seasoned mortgage loans currently held in Residential Mortgage
Securities 23 PLC (RMS 23; Subpool 1) and Uropa Securities PLC
2008-1 (Uropa 2008-1; Subpool 2).

At closing, the proceeds of the newly-issued notes will finance the
issuer's acquisition of the mortgages. The cash will then cash
collateralize the existing notes in the outstanding respective bank
accounts for both refinanced transactions until their next interest
payment dates in March 2022, while the first interest payment date
of Formentera Issuer PLC is in April 2022. At this point, the notes
of the refinanced transactions will be fully repaid plus any
accrued interest.

The portfolio comprises first-lien U.K. owner-occupied loans (60%)
and buy-to-let mortgage loans (40%), and has a weighted-average
current indexed loan-to-value (LTV) ratio of 55.6% and a
weighted-average original LTV ratio of 83.8%. The preliminary pool
is well seasoned with a weighted-average seasoning of 14 years, and
the assets are primarily concentrated in London and the South-East
(31%), but no regions breach our concentration limits. There is a
high proportion (91.4%) of interest-only loans in the preliminary
pool.

The preliminary pool also contains loans that have had at least one
county court judgement (12.4%) and borrowers that have previously
been declared bankrupt (2.3%).

A liquidity reserve fund provides liquidity, and principal can be
used to pay senior fees and interest on the notes subject to
various conditions.

Homeloan Management Ltd. (HML) and Kensington Mortgage Company Ltd.
will be the interim servicer and interim legal title holder,
respectively, for the subpool 1 loans at closing. Following the
sale of the assets from the original seller to the sponsor and then
on to the issuer, HML will continue to be the servicer for the
pool's loans until the migration date. After the migration date,
Topaz Finance Ltd. (a subsidiary of Computershare Ltd.) will be
appointed as the transaction's servicer/long-term title holder,
while HML will be the delegate servicer. HML and Topaz will be the
delegate servicer and the servicer/legal title holder,
respectively, of the subpool 2 at closing.

There are no rating constraints in the transaction under S&P's
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

S&P said, "Our credit and cash flow analysis and related
assumptions consider the transaction's ability to withstand the
potential repercussions of the COVID-19 outbreak, including a
longer recovery timing. As the situation evolves, we will update
our assumptions and estimates accordingly."

  Preliminary Ratings

  CLASS    PRELIM. RATING*    CLASS SIZE (%)
   A          AAA (sf)          80.25
   B-Dfrd     AA+ (sf)           6.00
   C-Dfrd     AA (sf)            4.50
   D-Dfrd     A (sf)             3.00
   E-Dfrd     BBB (sf)           2.50
   F-Dfrd     BB (sf)            1.00
   Z-Dfrd     NR                 2.75
   S1 certificate  NR             N/A
   S2 certificate  NR             N/A
   Y certificate   NR             N/A
   VRR loan notes  NR            5.00

*S&P's preliminary ratings address timely receipt of interest and
ultimate repayment of principal for the class A notes, and the
ultimate payment of interest and principal on the other rated
notes.
N/A--Not applicable.
NR--Not rated.


MARKS & SPENCER: Egan-Jones Hikes Senior Unsecured Ratings to B-
----------------------------------------------------------------
Egan-Jones Ratings Company on January 12, 2022, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Marks & Spencer Group PLC to B- from CCC+. EJR also
maintained its 'B' rating on commercial paper issued by the
Company.

Headquartered in London, United Kingdom, Marks & Spencer Group Plc
is a holding company.


MIDAS GROUP: Files Notice of Intention to Appoint Administrator
---------------------------------------------------------------
David Price at Construction News reports that Midas Group has filed
a notice of its intention to appoint an administrator, Construction
News can reveal.

The GBP290 million-turnover company filed the notice for itself and
its main subsidiary Midas Construction Limited earlier on Jan. 28,
Construction News relates.  Such a notice typically means a company
will formally appoint an administrator within 10 days, unless it
can find an alternative financial solution to its problems first,
Construction News discloses.

Concern for the company's future mounted last week after reports
that work had halted on a number of projects, Construction News
recounts.  The company, as cited by Construction News, said its
projects had been affected by the pandemic, Brexit, and labour and
material inflation and shortages.  "We are working closely with all
our stakeholders to resolve the situation," it said in a statement
on Jan. 28.

Midas works primarily in the commercial sector and also delivered
jobs in the residential and education markets, with much of its
work in the South West.


MIDAS GROUP: Rival Contractors Approached About Rescue Deals
------------------------------------------------------------
Grant Prior at Construction Enquirer reports that rival contractors
have been running the rule over stricken Midas.

The Enquirer understands rivals have been approached about rescue
deals as Midas battles a cash flow crisis.

Work has ground to a halt on three Midas hotel jobs in Devon while
subcontractors have walked off another site in Somerset following a
payment row, The Enquirer recounts.

Midas filed a notice of intention to appoint an administrator on
Jan. 28, The Enquirer relates.

According to The Enquirer, one rival contractor said: "We've had a
look at parts of the business but decided its not for us."

Midas has still been winning work recently despite its supply chain
problems, The Enquirer notes.

Latest results filed for Midas Group saw the contractor post its
first ever loss in more than 40 years of trading, The Enquirer
discloses.

Turnover for the 18-month period to October 30, 2020, fell to
GBP291.3 million resulting in a pre-tax loss of GBP2.4 million
while the company employed 498 staff, The Enquirer states.


MINERVA PARENT: Moody's Affirms B2 CFR, Outlook Remains Stable
--------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating of Minerva Parent
Limited (MGS or the company), the holding company for
infrastructure services provider M Group Services. Concurrently,
Moody's has also affirmed the B2 ratings on the backed senior
secured bank credit facilities borrowed at Minerva Bidco Limited.
Outlook on all ratings remain stable.

MGS has recently secured a GBP100 million add-on term loan,
fungible into the existing GBP360 million backed senior secured
term loan B. The proceeds will be used to fund the acquisitions of
Babcock Power and Z-Tech Control Systems, add cash to the balance
sheet and pay associated fees and expenses. The company has also
upsized to GBP90 million through an add-on the existing GBP75
million backed senior secured revolving credit facility (RCF).

"MGS' ratings continue to be supported by the company's good degree
of revenue visibility together with its good underlying free cash
flow generation. That said, the company's rating positioning is
constrained by the company's concentration in the UK market
together with the permanent risk of debt-funded M&A" says Luigi
Bucci, Moody's lead analyst for MGS.

"The recently announced transaction will have a negative impact on
MGS' leverage positioning leading to an increase in
Moody's-adjusted debt/EBITDA to around 5.5x. Nevertheless, this
level will reduce gradually over the next 12-18 months to the
4.5x-5x range" adds Mr Bucci.

RATINGS RATIONALE

The B2 CFR of MGS is mainly supported by its: (1) leading position
in the relatively stable infrastructure services segment for UK
regulated markets; (2) good degree of revenue visibility,
underpinned by long-term agreements, long-standing relationships
with key customers and a proven track record of contract renewals;
(3) broad service offering and end-market diversification, enhanced
historically through bolt-on acquisitions; (4) good underlying free
cash flow (FCF), although subject to fluctuations in expansionary
capital spending and working capital movements; and (5) adequate
liquidity.

Counterbalancing these strengths are the company's: (1) lack of
geographic diversification, being primarily UK focused; (2) high
customer concentration, with the top 15 customers representing just
over half of its revenue base; (3) exposure to sectors
characterized by low margins and sensitivity to EBITDA
fluctuations, as evidenced during the pandemic; (4) high leverage,
which is likely to stand at around 4.5x-5x through fiscal 2023,
ending March; and (5) track record of debt-funded acquisitions.

Moody's expects fiscals 2022-23 to show a continued recovery in its
revenue and EBITDA trajectory because of organic growth as well as
the contribution from recent M&A. Under the rating agency's base
case assumptions, organic growth is expected to be broadly flat and
in the solid mid-single digit percentages in fiscal 2022 and 2023,
respectively. Flat organic results in fiscal 2022 will be largely
driven by lower performance in the energy segment as the planned
change in gas contracting will offset growth in other divisions,
such as telecoms and water. In terms of company-adjusted EBITDA,
Moody's forecasts MGS to grow towards GBP105-110 million in fiscal
2023 from around GBP90 million in fiscal 2022 and GBP53 million in
fiscal 2021.

The rating agency expects Moody's-adjusted leverage to move towards
4.8x and 4.5x in fiscal 2022 and fiscal 2023, respectively, from
5.5x, based on LTM September 2021 financials and pro forma for the
transaction, driven by the ongoing improvements in EBITDA. However,
downside risk to the current estimates continues to persist from
debt-funded acquisitions.

Moody's forecasts FCF to be negative in fiscal 2022 at around minus
GBP15 million, largely driven by the repayment of the value-added
tax deferral scheme (GBP29 million) together with an overall
increase in interest paid because of the rollover of interest for
five months of fiscal 2021 into fiscal 2022. Fiscal 2023 should
then see an improvement towards the GBP30-35 million range
supported by the phasing out of one-off items from the previous
year and overall improvements in operating performance. This
translates into a Moody's-adjusted FCF/debt of around minus 3% and
5% in fiscal 2022 and fiscal 2023, respectively.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

In terms of governance, MGS is majority owned by private equity
group PAI Partners after the acquisition from First Reserve in
2018. Since the acquisition, MGS has pursued a relatively
aggressive acquisition strategy, largely aimed at expanding its
services offering and, to some extent, consolidating the UK's
fragmented regulated services market.

LIQUIDITY

MGS' liquidity is adequate. The company's liquidity profile is
supported by available cash resources of GBP51 million as of
September 2021 and a fully undrawn RCF of GBP90 million (upsized by
GBP15 million as part of the recently announced transaction). The
RCF, due January 2025, is subject to a senior secured net leverage
covenant, set with a 40% headroom against the closing leverage at
9.95x, when more than 35% of the facility is drawn.

STRUCTURAL CONSIDERATIONS

The B2 instrument ratings assigned to the term loan B and the RCF
are in line with the CFR, reflecting the pari passu capital
structure of the company. Both instruments benefit from upstream
guarantees from operating companies representing at least 80% of
consolidated EBITDA, as well as transaction security over, among
other assets, tangibles of the subsidiary guarantors.

RATIONALE FOR STABLE OUTLOOK

The stable rating outlook reflects Moody's expectation that MGS'
operating performance will continue to improve over the remainder
of fiscal 2022 and fiscal 2023 after the pressures noted in fiscal
2021. As a consequence, the rating agency anticipates
Moody's-adjusted leverage to slowly reduce from current pro forma
levels and FCF to remain solid (excluding the impact of one-off tax
repayments over fiscal 2022) in both fiscal 2022 and 2023. The
stable outlook does not assume further significant debt-funded
acquisitions or distributions to shareholders.

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

A rating upgrade would depend on consistent and sustainable
improvements in the company's underlying operating performance,
resulting in enhanced revenue visibility and higher margins. The
ratings would come under upward pressure if: (1) Moody's-adjusted
debt/EBITDA were to decline sustainably below 4.5x; (2) the company
were to maintain solid liquidity, including strong cash flows, with
Moody's-adjusted FCF/debt improving towards the high single digit
percentages; and (3) the company were to demonstrate a more
conservative financial policy.

The rating agency could downgrade MGS' ratings if its operating
performance were to weaken as a consequence of contract losses,
lower activity levels or margin deterioration. Negative pressure on
the company's ratings could emerge if: (1) Moody's-adjusted
debt/EBITDA were to increase above 5.5x; or (2) liquidity were to
weaken, with prolonged weak or negative FCF.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Construction
published in September 2021.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Minerva Bidco Limited

BACKED Senior Secured Bank Credit Facility, Affirmed B2

Issuer: Minerva Parent Limited

Probability of Default Rating, Affirmed B2-PD

LT Corporate Family Rating, Affirmed B2

Outlook Actions:

Issuer: Minerva Bidco Limited

Outlook, Remains Stable

Issuer: Minerva Parent Limited

Outlook, Remains Stable

COMPANY PROFILE

Headquartered in Stevenage (UK), M Group Services (MGS or the
company) is a provider of a wide range of infrastructure services
within the water, energy (retail and non-retail) transport and
telecommunication markets in the UK and Ireland. Over LTM September
2021, MGS generated GBP1,404 million in revenue and GBP76 million
in company-adjusted EBITDA.

NIGHTFLIX: Enters Administration, Ceases Operations
---------------------------------------------------
Daniel Rees at Daily Gazette reports that Nightflix, a drive-in
cinema, is to go into administration after its bid for planning
permission was rejected.

Nightflix, which had a site in Colchester as well as others in
Newark, Milton Keynes and Bordon, was a hit with viewers watching a
range of films as well as Euro 2020 football matches.

The company had been allowed to use the former site of Sainsbury's
supermarket in Stanway as a pop-up cinema venue and had applied to
Colchester Council to build on the site, Daily Gazette relates.

But the council has refused Nightflix's planning application and
now John Sullivan, the chief executive officer of Nightflix, said
the decision has ended any chance of the business staying afloat,
Daily Gazette discloses.

A total of 12 members of staff who worked at the Colchester site
have lost their jobs, Daily Gazette states.

According to Daily Gazette, a spokesman for Colchester Council said
the environmental impact of a drive-in cinema was key in the
council's decision.


OPTIMUS: PD&MS Group Buys Business Out of Administration
--------------------------------------------------------
Energy Voice reports that nearly 50 jobs have been saved and about
the same number are expected to be created after the acquisition of
engineering consultancy Optimus (Aberdeen) from administration.

Granite City-based PD&MS Group bought Optimus for an undisclosed
sum after it was put into administration by its own bosses on Jan.
25, Energy Voice relates.

It is thought the impact of Covid and the oil and gas downturn on
cash flow prompted the move, Energy Voice states.

The firm employs 45 people and all, including chief executive Chris
West, have been kept on, Energy Voice notes.  The new owners aim to
double the headcount within a year, according to Energy Voice.

The business now operates as Optimus Plus (Aberdeen) -- a
subsidiary of global engineering consultancy PD&MS, which employs
around 550 in Scotland and 100 overseas, Energy Voice relays.



RICHMOND UK: Moody's Upgrades CFR to B3, Outlook Stable
-------------------------------------------------------
Moody's Investors Service has upgraded to B3 from Caa1 the
corporate family rating and to B3-PD from Caa1-PD the probability
of default rating of RICHMOND UK HOLDCO LIMITED (Parkdean or the
company), a UK holiday park operator. At the same time Moody's
upgraded to B2 from B3 the rating of the outstanding GBP538.5
million backed senior secured first lien term loan B due 2024 and
the GBP100 million backed senior secured first lien revolving
credit facility (RCF) due 2023, which are borrowed by Richmond UK
Bidco Limited. The outlook of both entities remains stable.

RATINGS RATIONALE

The ratings upgrade reflects (1) strong recovery in operating
performance especially during Q3 2021 and Moody's expectations of
positive market dynamics and staycation trends that will sustain
good operating performance and (2) Moody's expectations of improved
credit metrics and adequate liquidity in the next 12-18 months.
Moody's adjusted leverage is expected around 7x for year-end 2021
and should gradually improve in the next 12 to 18 months.

The B3 CFR is constrained by the company's high leverage and
negative free cash flow (FCF) generation because of the substantial
capital spend needed to maintain and grow EBITDA (estimated at
around GBP100 million in 2022 with the expectation that this will
reduce to around GBP75 million by 2026 as EBITDA and FCF
increases). Moody's expects Parkdean to remain marginally FCF
negative in 2022, but to become FCF positive in 2023. Other credit
challenges include: (1) upcoming debt maturities with the GBP100
million RCF expiring in March 2023 (2) cost pressure as wage, food
and energy inflation could weigh on margins (3) potential
operational disruption because tight labour markets make it more
difficult to recruit and retain seasonal staff (4) risks around the
recovery of on-park spend that was negatively impacted during the
coronavirus pandemic.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Moody's regards the coronavirus pandemic as a social risk under its
ESG framework, given the substantial implications for public health
and safety. A resurgence of the pandemic that leads to social
restrictions will negatively impact Parkdean's business.

Moody's considers certain governance considerations related to
Parkdean, including its ownership by Onex which, as is common for
private equity firms, has a high tolerance for leverage and
potentially high appetite for shareholder-friendly actions.

OUTLOOK

The stable outlook reflects Moody's expectation that (1) the
company's business will continue to recover supported by strong
holiday bookings and (2) that management will deliver on its
strategic plan and will continue to organically grow EBITDA and (3)
the company will strengthen its credit profile and maintain
adequate liquidity. Furthermore, the stable outlook assumes no
return to widespread and prolonged social restrictions that would
negatively affect the company's business.

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

Positive rating momentum would be contingent on (1) an improving
and profitable organic growth alongside consistent operating
performance and (2) a track record of sustainably generating
positive free cash flow and (3) a Moody's-adjusted gross debt/
EBITDA below 6.5x and Moody's-adjusted EBITA/interest expenses
improving well above 1.5x.

Negative rating pressure would result from (1) weakening liquidity
or failure to address upcoming debt maturities well ahead of their
due date or (2) high leverage or (3) any operational difficulties
that would lead to declining EBITDA and sustainably negative free
cash flow generation.

LIQUIDITY

The company's liquidity is adequate equating to an estimated GBP130
million as of December 2021, consisting of around GBP30 million of
cash on balance sheet and full drawing capacity under the GBP100
million backed senior secured first lien revolving credit facility
(RCF), expiring in March 2023. A key demand on liquidity will be
the company's planned GBP100 million of capital investment during
2022.

STRUCTURAL CONSIDERATIONS

The B2 ratings of the outstanding GBP538.5 million backed senior
secured first lien term loan B and the GBP100 million RCF are one
notch above the group's B3 CFR. The ratings on these instruments
reflect their contractual seniority in the capital structure and
the cushion provided by the GBP150 million second-lien term loan.
Both rated instruments are secured on a first priority ranking
basis by all assets of the company, including most of the real
estate holdings.

In addition, the financing consists of two ground rent transactions
totaling GBP242.7 million, which are structured as an
on-balance-sheet finance lease liability.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS

Upgrades:

Issuer: Richmond UK Bidco Limited

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

Issuer: RICHMOND UK HOLDCO LIMITED

Probability of Default Rating, Upgraded to B3-PD from Caa1-PD

LT Corporate Family Rating, Upgraded to B3 from Caa1

Outlook Actions:

Issuer: Richmond UK Bidco Limited

Outlook, Remains Stable

Issuer: RICHMOND UK HOLDCO LIMITED

Outlook, Remains Stable

PROFILE

Parkdean controls a portfolio of 67 caravan parks that are
geographically diversified across the coastal areas of England,
Wales and Scotland. It owns around 33,000 pitches (around 10% of
the UK market) and has relationships with around 21,000 caravan
owners. The Canadian investment firm Onex Corporation acquired the
company in March 2017. The group operates in four business
segments: (1) caravan and lodge sales, (2) holiday sales, (3)
owners' income, and (4) on-park spend.

STRATTON BTL 2022-1: Moody's Gives Ba3 Rating to GBP7.8MM X2 Notes
------------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to Notes
issued by Stratton BTL Mortgage Funding 2022-1 plc:

GBP388.5M Class A Mortgage Backed Floating Rate Notes due January
2054, Definitive Rating Assigned Aaa (sf)

GBP29.0M Class B Mortgage Backed Capped Rate Notes due January
2054, Definitive Rating Assigned Aa1 (sf)

GBP17.9M Class C Mortgage Backed Capped Rate Notes due January
2054, Definitive Rating Assigned Aa2 (sf)

GBP11.2M Class D Mortgage Backed Capped Rate Notes due January
2054, Definitive Rating Assigned A3 (sf)

GBP13.4M Class X1 Mortgage Backed Capped Rate Notes due January
2054, Definitive Rating Assigned Ba2 (sf)

GBP7.8M Class X2 Mortgage Backed Capped Rate Notes due January
2054, Definitive Rating Assigned Ba3 (sf)

RATINGS RATIONALE

The Notes are backed by a static pool of UK buy-to-let ("BTL")
mortgage loans originated by Landbay Partners Limited ("Landbay",
NR).

The portfolio of assets amount to approximately GBP 446.5 million
as of Jan 1, 2022 pool cut-off date. There are two reserve funds, a
liquidity reserve fund and a general reserve fund. The amortising
liquidity reserve fund is sized at 1.0% of Class A and B Notes'
outstanding principal balance, whilst the amortising general
reserve fund is sized at 1.0% of Class A to Class D Notes'
outstanding principal balance, less any amounts in the liquidity
reserve fund. The total credit enhancement for the Class A Notes
including reserves and subordination is 14.0%. Moody's ratings on
Class X1 and Class X2 Notes take into account that these Notes are
mainly repaid by available excess spread after more senior Notes
have been paid and these Notes are not backed by portfolio
principal cash flows.

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

Moody's determined the portfolio lifetime expected loss of 1.4% and
Aaa MILAN credit enhancement ("MILAN CE") of 13.0% related to
borrower receivables. The expected loss capture Moody's
expectations of performance considering the current economic
outlook, while the MILAN CE captures the loss Moody's expect the
portfolio to suffer in the event of a severe recession scenario.
Expected defaults and MILAN CE are parameters used by Moody's to
calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
the ABSROM cash flow model to rate RMBS.

Portfolio expected loss of 1.4%: This is broadly in line with the
UK BTL RMBS sector and is based on Moody's assessment of the
lifetime loss expectation for the pool taking into account: (i) the
good collateral performance of Landbay originated loans to date, as
provided by the originator and observed in previously securitised
portfolios; (ii) the current macroeconomic environment in the UK
and the impact of future interest rate rises on the performance of
the mortgage loans; (iii) the historical data does not cover a full
economic cycle (since 2014); and (iv) benchmarking with comparable
transactions in the UK market.

MILAN CE of 13.0%: This is in line with the other UK BTL RMBS
transactions and follows Moody's assessment of the loan-by-loan
information taking into account the following key drivers: (i) the
WA current LTV for the pool of 73.8%, which is in line with
comparable transactions; (ii) top 20 borrowers constituting 9.2% of
the pool; (iii) the fact that 100% of the pool are interest-only
loans; (iv) the share of self-employed borrowers of 78.2%, and
legal entities of 66.8%; (v) the presence of 30.0% of HMO (Houses
in Multiple Occupation) and MUB (Multi-Unit Blocks) loans in the
pool; and (vi) benchmarking with similar UK buy-to-let
transactions.

At closing, the transaction benefits from two amortising reserve
funds, a liquidity reserve fund and a general reserve fund. The
liquidity reserve fund will cover fees and interest on Class A and
Class B Notes (in respect of the latter, if it is the most senior
Class outstanding and otherwise subject to a PDL condition). The
general reserve fund will provide liquidity for Class A to Class D
Notes (in respect of the Classes B to D Notes, if it is the most
senior Class outstanding and otherwise subject to a PDL condition)
and ultimately credit enhancement for Class A to Class D Notes.
Both reserve funds will stop amortising if the collateralised Notes
are not redeemed on the optional redemption date or if cumulative
defaults of the mortgage loans exceed 5%.

Operational Risk Analysis: Landbay is the servicer in the
transaction whilst Citibank N.A., London Branch, is acting as the
cash manager. In order to mitigate the operational risk, CSC
Capital Markets UK Limited (NR) acts as back-up servicer
facilitator. To ensure payment continuity over the transaction's
lifetime, the transaction documentation incorporates estimation
language whereby the cash manager can use the three most recent
servicer reports available to determine the cash allocation in case
no servicer report is available. The transaction also benefits from
approx. 2 quarters of liquidity for Class A based on Moody's
calculations and the availability of the reserve funds since
closing. There is principal to pay interest as an additional source
of liquidity for Classes A to D Notes (in respect of the Class B
Notes, if it is the most senior Class outstanding and otherwise
subject to a PDL condition, and in respect of the Class C and Class
D Notes, if it is the most senior Class outstanding).

Interest Rate Risk Analysis: 89.3% of the loans in the pool are
fixed rate loans with the remaining portion linked to BBR. The
Notes are floating rate securities with reference to daily SONIA.
To mitigate the fixed-floating mismatch between fixed-rate assets
and floating liabilities, there is a scheduled notional
fixed-floating interest rate swap provided by BNP Paribas
(Aa3(cr)/P-1(cr)).

PRINCIPAL METHODOLOGY

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

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.
FACTORS THAT WOULD LEAD AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Significantly different actual losses compared with Moody's
expectations at close due to either a change in economic conditions
from Moody's central scenario forecast or idiosyncratic performance
factors would lead to rating actions. For instance, should economic
conditions be worse than forecast, the higher defaults and loss
severities resulting from higher unemployment, worsening household
affordability and a weaker housing market could result in a
downgrade of the ratings. Deleveraging of the capital structure or
conversely a deterioration in the Notes available credit
enhancement could result in an upgrade or a downgrade of the
ratings, respectively.

STRATTON BTL 2022-1: S&P Assigns B- (sf) Rating on Class X2 Notes
-----------------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Stratton BTL
Mortgage Funding 2022-1 PLC's class A, class X1, and class X2
notes, and class B-Dfrd to D-Dfrd interest deferrable notes. At
closing, the issuer also issued unrated RC1 and RC2 certificates.

Compared to the assigned preliminary ratings, S&P decided to
increase the final ratings on notes classes C-Dfrd and D-Dfrd by
one notch to 'A' and 'BBB', respectively, and on note class X1 by
two notches to 'BB-'. This is a consequence of both improved credit
risk (driven by the recent update of our model's U.K. house price
index and over/under valuation assumptions) and of more favorably
priced notes' margins compared to what was previously assumed.

Stratton BTL 2022-1 PLC is a static RMBS transaction that
securitizes a portfolio of GBP446.5 million buy-to-let (BTL)
mortgage loans secured on properties located in the U.K. The loans
in the pool were entirely originated by Landbay Partners Ltd.
between 2017 and 2021.

At closing, the issuer used the issuance proceeds to purchase the
full beneficial interest in the mortgage loans from the seller. The
issuer granted security over all of its assets in favor of the
security trustee.

S&P considers the collateral to be prime, based on the overall
historical performance of Landbay Partners' BTL residential
mortgage books as of November 2021, the originator's conservative
lending criteria, and the very minimal number of loans in arrears
in the securitized pool.

Credit enhancement for the rated notes comprises subordination from
the closing date and overcollateralization (OC), which will result
from the release of the general reserve excess amount to the
principal priority of payments.

The class A notes benefit from liquidity support from both a
liquidity and general reserve fund, and will have the ability to
use principal to pay interest unconditionally. The class B-Dfrd
notes benefit from liquidity support provided by both the liquidity
and general reserve fund, and the ability to use principal subject
to their principal deficiency ledger (PDL) not exceeding 25% of
their outstanding balance or being the most senior note
outstanding. Finally, the class C-Dfrd and D-Dfrd notes benefit
from liquidity support from the general reserve fund only, provided
that the respective tranche's PDL does not exceed 0% of each
tranche's outstanding balance or it is the most senior note
outstanding, and the ability to use principal to cover interest
shortfalls only when the tranches are the most senior outstanding.

There are no rating constraints in the transaction under our
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

  Ratings

  CLASS     RATING     CLASS SIZE (GBP)

   A        AAA (sf)    388,470,000
   B-Dfrd   AA (sf)      29,020,000
   C-Dfrd   A (sf)       17,860,000
   D-Dfrd   BBB (sf)     11,160,000
   X1       BB- (sf)     13,390,000
   X2       B- (sf)       7,820,000
   RC1 certs   NR               N/A
   RC2 certs   NR               N/A

  N/R--Not rated.
  N/A--Not applicable.


SUBSEA 7: Egan-Jones Keeps BB+ Senior Unsecured Ratings
-------------------------------------------------------
Egan-Jones Ratings Company on January 12, 2022, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Subsea 7 SA.

Headquartered in Sutton, United Kingdom, Subsea 7 S.A. offers
oilfield services.


TWIN BRIDGES 2022-1: Moody's Assigns Ba3 Rating to Class X1 Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to Notes
issued by Twin Bridges 2022-1 PLC:

GBP466.1M Class A Mortgage Backed Floating Rate Notes due December
2055, Definitive Rating Assigned Aaa (sf)

GBP39.9M Class B Mortgage Backed Floating Rate Notes due December
2055, Definitive Rating Assigned Aa1 (sf)

GBP23.4M Class C Mortgage Backed Floating Rate Notes due December
2055, Definitive Rating Assigned Aa3 (sf)

GBP19.3M Class D Mortgage Backed Floating Rate Notes due December
2055, Definitive Rating Assigned A1 (sf)

GBP15.1M Class X1 Mortgage Backed Floating Rate Notes due December
2055, Definitive Rating Assigned Ba3 (sf)

Moody's has not assigned ratings to the GBP6.9M Class X2 Mortgage
Backed Floating Notes due December 2055, GBP9.6M Class X3 Mortgage
Backed Floating Notes due December 2055, GBP1.4M Class Z1 Mortgage
Backed Notes due December 2055 and the GBP5.5M Class Z2 Mortgage
Backed Notes due December 2055.

The Notes are backed by a pool of UK buy-to-let ("BTL") mortgage
loans originated by Paratus AMC Limited ("Paratus" as originator
and seller, NR). The securitised portfolio consists of 2,221
mortgage loans with a current balance of GBP442.3 million as of
December 2021.

The structure allows additional loans to be added to the pool by
way of pre-funding up to GBP107.7 million of loans to be originated
by March 31, 2022. The addition of pre-funded loans is conditional
upon amongst others the original loan-to-value not being greater
than 80% on an individual loan level and 73.5% on a pre-funded pool
level.

RATINGS RATIONALE

The ratings of the Notes are based on an analysis of the
characteristics and credit quality of the underlying BTL mortgage
pool, sector wide and originator specific performance data,
protection provided by credit enhancement, the roles of external
counterparties and the structural features of the transaction.

MILAN CE for this pool is 12.5% and the expected loss is 1.4%.

The expected loss is 1.4%, which is in line for the United Kingdom
BTL RMBS sector and is based on Moody's assessment of the lifetime
loss expectation for the pool taking into account: (i) the current
weighted average (WA) LTV of around 73.3%; (ii) the performance of
comparable originators; (iii) the expected outlook for the UK
economy in the medium term; (iv) good performance based on the
historic data, which however does not cover a full economic cycle
(since 2015); and (v) benchmarking with similar UK BTL
transactions.

The MILAN CE for this pool is 12.5%, which is in line with the
United Kingdom BTL RMBS sector average and follows Moody's
assessment of the loan-by-loan information taking into account the
following key drivers: (i) the WA LTV for the pool of 73.3%, which
is in line with comparable transactions; (ii) top 20 borrowers
accounting for approx. 8.47% of current balance; (iii) the historic
data does not cover a full economic cycle; and (iv) benchmarking
with similar UK BTL transactions.

At closing, the transaction benefits from a non-amortising general
reserve which is equal to 1.0% of Classes A to D and Z1 Notes at
closing. The non-amortising general reserve fund consists of two
components - the first component is the liquidity reserve fund
which is equal to 1.0% of the outstanding balance of the Class A
and Class B notes and will amortise together with Class A and Class
B notes. The liquidity reserve fund will be available to cover
senior fees and costs, and Class A and B interest (in respect of
the latter, if it is the most senior class outstanding and
otherwise subject to a PDL condition). The second component is the
credit ledger which is a dynamic ledger that is sized at 1.0% of
Classes A to D and Z1 Notes at closing, minus the balance of the
liquidity reserve component. At closing, the credit ledger
component of the reserve fund will be residual and increase
throughout the life of the transaction as the liquidity reserve
fund amortises.

Operational Risk Analysis: Paratus is the servicer in the
transaction whilst U.S. Bank Global Corporate Trust Limited (NR)
will be acting as a cash manager. In order to mitigate the
operational risk, Intertrust Management Limited (NR) will act as
back-up servicer facilitator. To ensure payment continuity over the
transaction's lifetime the transaction documents incorporate
estimation language whereby the cash manager can use the three most
recent servicer reports to determine the cash allocation in case no
servicer report is available. The transaction also benefits from
approx. 4 months of liquidity based on Moody's calculations.
Finally, there is principal to pay interest as an additional source
of liquidity for the Class A Notes and Class B Notes.

Interest Rate Risk Analysis: 96.9% of the loans in the pool are
fixed rate loans reverting to BBR. The Notes are floating rate
securities with reference to three months compounded daily SONIA.
To mitigate the fixed-floating mismatch between the fixed-rate
asset and floating liabilities, there will be a scheduled notional
fixed-floating interest rate swap provided by National Australia
Bank Limited (Aa2(cr)/P-1(cr)) and Natixis (Aa3(cr)/P-1(cr)).

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

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

Factors that would lead to an upgrade of the ratings include: (i)
significantly better than expected performance of the pool together
with an increase in credit enhancement of Notes; or (ii) a
deleveraging of the capital structure.

Factors that would lead to a downgrade of the ratings include: (i)
an increase in the level of arrears resulting in a higher level of
losses than forecast; or (ii) economic conditions being worse than
forecast resulting in higher arrears and losses.

TWIN BRIDGES 2022-1: S&P Assigns B- Rating on Cl. X1 Notes
----------------------------------------------------------
S&P Global Ratings assigned credit ratings to Twin Bridges 2022-1
PLC's (TB 2022-1) class A and B notes, and class C-Dfrd to X1-Dfrd
interest deferrable notes. At the same time, TB 2022-1 issued
unrated class X2-Dfrd, X3-Dfrd, Z1-Dfrd, and Z2-Dfrd notes.

TB 2022-1 is a static RMBS transaction that securitizes a portfolio
of buy-to-let (BTL) mortgage loans secured on properties in the
U.K.

The loans in the pool were originated between 2016 and 2021, with
most originated in 2021, by Paratus AMC Ltd., a non-bank specialist
lender, under the brand of Foundation Home Loans.

The collateral comprises first-lien U.K. BTL residential mortgage
loans made to both commercial and individual borrowers.

The first interest payment date will be in June 2022.

The transaction benefits from liquidity support provided by a
nonamortizing reserve fund (broken down into a liquidity reserve
fund and a credit reserve), and principal can also be used to pay
senior fees and interest on the notes, subject to certain
conditions.

Credit enhancement for the rated notes comprises subordination and
the credit reserve from the closing date and overcollateralization
following the step-up date. The overcollateralization will result
from the release of the excess amount from the revenue priority of
payments to the principal priority of payments, provided no
subordinated swap payment amounts are due.

The transaction incorporates swaps to hedge the mismatch between
the notes, which pay a coupon based on the compounded daily
Sterling Overnight Index Average (SONIA), and the loans, which
primarily pay a fixed-rate interest before reversion.

At closing (and before the end of March 2022 as part of
prefunding), the issuer used the issuance proceeds to purchase the
full beneficial interest in the mortgage loans from the seller. The
issuer grants security over all of its assets in favor of the
security trustee.

S&P's ratings on the class A and B notes address the timely payment
of interest and ultimate payment of principal, although the terms
and conditions of the class B notes allow for the deferral of
interest until they are the most senior class outstanding. S&P's
ratings on the class C-Dfrd, D-Dfrd, and X1-Dfrd notes address
ultimate payment of principal and interest while they are not the
most senior class outstanding. TB 2022-1 also issued unrated class
X2-Dfrd, X3-Dfrd, Z1-Dfrd, and Z2-Dfrd notes.

Repayment of interest and principal on the class X1-Dfrd, X2-Dfrd,
and X3-Dfrd notes relies on excess spread. Upon the optional
redemption date, and after subordinated swap amounts (if any) are
paid, excess spread will be diverted to the principal priority of
payments until the class D-Dfrd notes are fully redeemed.
Therefore, any remaining interest and principal on the class
X1-Dfrd notes will only be paid once the class A to D-Dfrd notes
have been fully redeemed. Upon redemption of the unrated class
Z1-Dfrd and Z2-Dfrd notes, principal inflows will also be used to
pay down interest and principal on the class X-Dfrd notes.

S&P's cash flow analysis indicates that the available credit
enhancement for the class D-Dfrd notes is commensurate with a
higher rating than that currently assigned. However, the rating
assigned to the class D-Dfrd notes reflects their low level of
closing credit enhancement, the sensitivity to an increase in
defaults, their relative position in the capital structure, and
potential increased exposure to tail-end risk.

S&P said, "The class X1-Dfrd notes, which are excess spread notes,
face large shortfalls in our cash flow analysis and are
particularly sensitive to prepayment. The class X1-Dfrd notes are
also subordinated to potential subordinated swap payment amounts.
However, based on cash flow results in a steady state scenario
(applying the actual level of fees and expected level of
prepayment), we do not consider the payment of ultimate interests
and principal on the class X1-Dfrd notes to be dependent upon
favorable business, financial, and economic conditions. We have
therefore assigned our 'B- (sf)' rating to this class of notes.

"There are no rating constraints in the transaction under our
counterparty, operational risk, or structured finance sovereign
risk criteria. We consider the issuer to be bankruptcy remote."

The key changes from the Twin Bridges 2021-2 PLC transaction is the
addition of the prefunding feature.

  Ratings Assigned

  CLASS      RATING    AMOUNT (MIL. GBP)
   A         AAA (sf)    466.125
   B         AA (sf)      39.875
   C-Dfrd    A (sf)       23.375
   D-Dfrd    BBB- (sf)    19.250
   X1-Dfrd   B- (sf)      15.125
   X2-Dfrd   NR            6.875
   X3-Dfrd   NR            9.625
   Z1-Dfrd   NR            1.375
   Z2-Dfrd   NR            5.500
   Certificates   NR         N/A

  NR--Not rated.
  N/A--Not applicable.



                           *********


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

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

Copyright 2022.  All rights reserved.  ISSN 1529-2754.

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