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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

          Wednesday, February 2, 2022, Vol. 23, No. 18

                           Headlines



F R A N C E

LOXAM SAS: S&P Assigns 'B+' LT Issue Rating on New Sr. Sec. Notes
PROMONTORIA HOLDING 264: Moody's Ups CFR to B3, Rates New Notes B3
PROMONTORIA HOLDING 264: S&P Places 'B-' ICR on CreditWatch Pos.


G E O R G I A

GEORGIA GLOBAL: S&P Affirms 'B' LT Issuer Rating, Outlook Stable


G E R M A N Y

LSF10 XL: S&P Puts 'B' LT Ratings on CreditWatch Negative


I R E L A N D

ARES EUROPEAN IX: Moody's Affirms B1 Rating on EUR11.1MM F Notes
DRYDEN 56 2017: Moody's Affirms B2 Rating on EUR21.2MM Cl. F Notes
MADISON PARK XII: Fitch Affirms B- Rating on Class F Notes


I T A L Y

BANCA POPOLARE: S&P Affirms 'BB+' ICR, Outlook Stable
GRANDI LAVORI: Feb. 28 Bid Submission Deadline for GLF Stake
OFFICINE MACCAFERRI: Creditors' Hearing Postponed to April 6
PIAGGIO AERO: Feb. 28 Expressions of Interest Deadline Set


L U X E M B O U R G

LUXEMBOURG INVESTMENT: S&P Assigns 'B' ICR, Outlook Stable


T U R K E Y

DENIZBANK AS: Fitch Affirms 'B+' LT FC IDR, Outlook Negative
ING BANK: Fitch Affirms 'B+' LT Foreign-Currency IDR, Outlook Neg.
QNB FINANSBANK: Fitch Affirms 'B+' LT FC IDR, Outlook Negative
TURK EKONOMI: Fitch Affirms 'B+' Foreign-Currency IDR, Outlook Neg.


U N I T E D   K I N G D O M

GO-AHEAD GROUP: Moody's Withdraws 'Ba1' Corporate Family Rating
LEND & BORROW: Set to Surrender FCA License Before Liquidation
MOTO VENTURES: Fitch Affirms Then Withdraws 'B-' IDR, Outlook Pos.
SOUTH WEST COMPUTER: DCW Acquires Assets Following Liquidation
[*] UK: GBP500MM Covid Loans Given to Cos That Later Went Bust

[*] UK: Property Company Liquidations Down Despite Pandemic

                           - - - - -


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F R A N C E
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LOXAM SAS: S&P Assigns 'B+' LT Issue Rating on New Sr. Sec. Notes
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S&P Global Ratings assigned its 'B+' long-term issue rating to the
proposed senior secured notes to be issued by France-based rental
equipment company, Loxam SAS (B+/Positive/--). The recovery rating
is '3' (50%-70%; rounded estimate: 50%). Loxam plans to issue
EUR350 million of senior secured notes to improve its debt maturity
profile. The issuance will not affect our issue and recovery
ratings on the company.

S&P said, "We understand that Loxam intends to use the proceeds,
together with EUR208 million of cash on balance sheet, to repay the
EUR300 million senior secured notes due in 2022 and the EUR250
million senior secured notes due 2023. This transaction follows the
redemption of EUR120 million in aggregate principal amount of
Loxam's 2025 senior subordinated notes using cash on balance sheet
completed on Nov. 15, 2021. We view the transaction as positive for
the maturity profile of the group with the next maturity due in
2024 (previously 2022). The transaction is leverage neutral since
we net unrestricted cash held against its debt. The 'B+' long-term
issuer credit rating and positive outlook on the company is
unchanged."

Issue Ratings--Recovery Analysis

Key analytical factors

-- S&P assigned a 'B+' issue rating to the proposed senior secured
debt. The recovery rating is '3' based on recovery prospects of
50%-70% (rounded estimate: 50%).

-- The issue rating on the existing senior unsecured facilities
remains unchanged at 'B-'. The '6' recovery rating is unchanged and
based on recovery prospects of 0%-10% (rounded estimate: 0%).

-- The recovery rating on the facilities is supported by the
company's strong asset base. The rating is constrained by large
quantum of senior secured debt and presence of priority
obligations.

-- S&P values the business using a discrete asset valuation method
because it believes that its enterprise value would be closely
correlated with the value of its asset.

-- In S&P's hypothetical scenario, a default is triggered by
revenue deflation due to worsening trading conditions and margin
pressure from competition through consolidation of other
similar-size players. S&P considers that Loxam would be reorganized
rather than liquidated in an event of default.

Simulated default assumptions

-- Year of default: 2025
-- Jurisdiction: France

Simplified waterfall

-- Net enterprise value after 5% administrative expenses: EUR1.755
billion

-- Priority claims: EUR662 million

-- Value available to senior secured claims: EUR1.094 billion

-- Total secured claims: EUR2.136 billion

    --Recovery range: 50%-70% (rounded estimate: 50%)

-- Value available to unsecured claims: 0

-- Total senior unsecured claims: EUR678 million

    --Recovery range: 0%-10% (rounded estimate: 0%)

Note: All debt amounts include six months of prepetition interest
accrued and assumed 85% draw on RCFs.


PROMONTORIA HOLDING 264: Moody's Ups CFR to B3, Rates New Notes B3
------------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Promontoria Holding 264 B.V. (WFS) to B3 from Caa1 and the
probability of default rating to B3-PD from Caa1-PD. Concurrently,
Moody's has assigned a B3 rating to the proposed EUR950 million
equivalent new guaranteed senior secured notes due 2027. The
outlook has been changed to stable from positive.

The proceeds from the new notes will be used to refinance the
existing notes, repay the short-term acquisition bridge facility,
cover transaction related fees and expenses and provide additional
cash on balance sheet. The existing rating on the EUR660 million
backed senior secured notes will be withdrawn upon the completion
of the transaction.

RATINGS RATIONALE

The B3 CFR rating with a stable outlook reflects WFS' strong
trading performance in 2021 and better than expected FCF
generation, supporting an ongoing recovery of credit metrics.
Revenues increased by more than 25% (pre-acquisitions) in 2021 from
2020 and were only 4% below 2019 levels. At the same time, the
company's adjusted EBITDA increased to above 2019 levels. The
performance was driven by the continued strong momentum in the air
cargo market and ongoing productivity initiatives, which more than
offset the slower recovery in the ground handling business. Based
on preliminary data, WFS' FCF is also expected to be slightly
positive in 2021 against Moody's previous expectation of negative
FCF. The significant improvement in cash generation was supported
by the strong working capital management and the material decrease
in non-recurring costs. Moody's also recognises WFS' business
resilience throughout the pandemic thanks to the extensive actions
that have been taken by the current management team. Moody's
believes that the greater focus on optimising labour planning, cost
control and working capital management places the company on a
stronger footing than pre-pandemic.

In addition, the successful completion of the transaction will
address the refinancing risks, which weighed on the rating. Pro
forma for the transaction, Moody's adjusted leverage is expected to
be around 5.2x and 7.3x before the operating lease adjustment in
2021. Moody's expects limited deleveraging in 2022 as the
implementation costs of recent acquisitions, higher SG&A investment
plans and ongoing cost inflation will weigh on margins. However,
Moody's anticipates the leverage to reduce towards 4.5x and to
below 6.5x before the operating leases adjustment in 2023 on the
back of the ongoing cost saving initiatives and the completion of a
number of investment projects. The ongoing recovery in the ground
handling business and potential synergies from the acquisitions
should further support margin improvements.

WFS completed the acquisition of Pinnacle Logistics, a provider of
primarily express cargo handling services for the aviation market
in the U.S, in September 2021. Mercury Air Cargo, Inc. (MAC), a US
provider of air cargo services, and Maytag Aircraft Corporation, a
US government service contractor for aircraft fueling equipment and
other air base operations, were subsequently acquired in December
2021. The recent acquisitions strengthen the company's position in
the US and increases its exposure to the fast-growing e-commerce
operations. WFS also continues to benefit from its leading
positions in major hubs complemented by its trucking network across
Europe; relatively high barriers to entry given the limited supply
of on-airport warehouses; good geographical diversification; and
relatively stable client base with high contract renewal rates.

Conversely, the B3 rating is constrained by the company's high
leverage and limited track record of generating positive FCF;
history of large non-recurring expenses; and the higher debt load
will increase the interest payment needs, further constraining the
cash flows. The recent acquisitions also entail integration and
execution risks, while the limited track record of MAC's current
earnings create some uncertainty on the sustainability of its
margins. WFS' core cargo business continues to be exposed to
economic and international trade cyclicality with high competition
and some customer concentration risks.

Governance risks mainly relate to the company's private-equity
ownership, which tends to tolerate a higher leverage, a greater
propensity to favour shareholders over creditors as well as a
greater appetite for M&A to maximise growth and their return on
investment.

LIQUIDITY

WFS' liquidity profile is adequate, supported by the strong cash on
balance sheet of EUR178 million as of December 2021 pro forma for
the transaction. As part of the refinancing the company will also
have access to a new EUR160 million senior secured revolving credit
facility (SSRCF), with EUR25 million used for letters-of-credit.
The company also has access to committed and uncommitted factoring
facility lines. The RCF has one springing covenant test of 8.25x
net senior secured leverage when the RCF is drawn by more than 40%.
Moody's expects the company to maintain sufficient headroom under
this covenant.

While FCF will likely be negative in 2022, given the expected
higher non-recurring costs, covid-related deferred payments and
higher growth capex, Moody's anticipates FCF to turn positive in
2023. This expectation is however highly dependent on the company's
ability to keep non-recurring costs low and improve margins, while
maintaining a strong control over its working capital needs.

STRUCTURAL CONSIDERATIONS

The EUR950 million equivalent senior secured notes and the EUR160
million SSRCF share the same security package and guarantor
coverage, but the notes rank junior to the SSRCF upon enforcement
under the provisions of the intercreditor agreement. Consequently,
the SSRCF ranks first and the senior secured notes second in the
waterfall of proceeds from collateral enforcement. Given the
limited weight of the SSRCF, the notes are rated B3 in line with
the CFR. The security package consists of share pledges,
intercompany receivables and bank accounts.

RATING OUTLOOK

The stable outlook assumes that WFS' earnings and cash flow
generation capabilities will continue to improve over the next two
years on the back of the ongoing productivity initiatives, strong
working capital management and reduction in non-recurring costs,
leading to a deleveraging towards 4.5x in 2023 with a positive
FCF.

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

A rating upgrade could be considered if the company demonstrates
its ability to consistently generate positive FCF; Moody's-adjusted
debt/EBITDA reduces to below 4.5x on a sustained basis and Moody's
EBITA/interest increases towards 2.0x, while maintaining a solid
liquidity profile.

A negative rating action could materialize if the company fails to
sustain the recent improvements in operating performance and FCF
generation evidenced by a decline in Moody's-adjusted EBITA/
interest cover to below 1.0x, Moody's-adjusted debt/EBITDA remains
sustainably above 5.5x; FCF turns negative on a sustained basis or
the liquidity materially weakens.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Paris, France, WFS is a global aviation services
company, principally focused on cargo handling and ground handling,
with a small presence in transport infrastructure management and
services. The company operates across 17 countries through 165
airport stations and serves around 300 customers worldwide. In
2021, pro forma for the acquisitions, WFS' revenue is expected to
reach around EUR1.57 billion.

PROMONTORIA HOLDING 264: S&P Places 'B-' ICR on CreditWatch Pos.
----------------------------------------------------------------
S&P Global Ratings placed all its ratings, including the 'B-'
issuer credit rating on air cargo and ground handling operator
Promontoria Holding 264 B.V. and the 'B-' and 'B+' issue ratings on
CreditWatch with positive implications.

S&P has also assigned a preliminary 'B' issue rating to the
proposed EUR950 million senior secured notes.

S&P plans to resolve the CreditWatch placement when the refinancing
closes, which it expects in February 2022.

The CreditWatch placement follows Promontoria's announcement that
it intends to refinance its capital structure by issuing EUR950
million of senior secured notes due 2027 and arranging a new super
senior EUR160 million RCF due 2026. The group will use the proceeds
to repay its existing EUR225 million acquisition facility due in
December 2022 and EUR660 million senior secured notes maturing in
August 2023. The new super senior RCF will replace the existing
undrawn EUR100 million RCF due in February 2023. After refinancing,
S&P believes the group will benefit from an improved liquidity
position, with a longer-dated debt-maturity profile and sources of
liquidity covering uses by more than 4x. This would likely prompt
us to raise the rating by one notch to 'B'.

Strong contribution from the cargo handling segment, now
representing about 80% of Promontoria's revenue, has more than
offset the still recovering ground handling segment. Promontoria's
cargo handling services have proven to be more resilient because
cargo flights' exposure to the pandemic-related mobility
restrictions proved limited and e-commerce spurred robust demand.
This was particularly because, as an e-commerce express operator,
Promontoria has dedicated freighter aircraft. Furthermore, global
supply chain disruptions and congested maritime ports stimulated
some freight shift from ocean to air and the most recent uptick in
international air passenger traffic supports belly-hold capacity of
passenger aircraft. Strong contribution from the cargo handling
segment has more than offset Promontoria's still recovering ground
handling segment, the 2022 revenue of which will lags 20%-30%
behind the 2019 level, according to its base-case.

Air passenger traffic continues a bumpy recovery, but has still not
reached pre-pandemic levels, although Promontoria's exposure to
ground handling in 2021 was not more than 20%. The recovery in air
traffic depends on health conditions and is subject to uncertainty.
The omicron variant will result in weaker-than-expected
first-quarter 2022 activity, but there is pent-up demand to support
strong summer travel. S&P said, "We anticipate North American
airline traffic will reach 80%-90% of 2019 levels, slightly higher
in the U.S., with its large domestic market, and lower in Canada.
European airline traffic will reach only 50%-65% of 2019 levels,
because virtually all of it is international and subject to various
government policies and restrictions. We foresee Europe-North
America traffic at a similar 50%-65% of 2019 levels. International
flying to, from, and within Asia remains very depressed, mostly
because of stringent anti-virus policies in some major markets,
such as China and Japan, and we expect these routes will lag
recovery elsewhere in 2022. The large domestic markets in
Asia--China, Japan, and India--have recovered more significantly."

S&P said, "Based on our expectation of consistent air cargo volume
growth (at minimum in line with global GDP growth) and gradually
recovering passenger traffic, we forecast that Promontoria will
reach revenue of up to EUR1.7 billion in 2022.This represents a
robust topline expansion from EUR1.35 billion we estimated in 2021
(and EUR1.4 billion pre-pandemic in 2019). Promontoria's recent
acquisitions of Pinnacle Logistics and Mercury Air Cargo Inc.
helped increase its presence in the high-growth North American air
cargo industry and boost its revenue, although the full-year
contribution from the two acquired companies will materialize from
2022 only. Robust revenue performance underpinned by the group's
efficiency measures and structurally higher cargo productivity will
result in S&P Global Ratings-adjusted EBITDA increasing to EUR270
million-EUR280 million in 2022 from EUR225 million-EUR230 million
we forecast in 2021 and compared with our previous January 2021
expectations of EUR150 million-EUR180 million in 2021 and in 2022.

"Promontoria will be cash flow neutral in 2022 and start generating
decent free operating cash flow (FOCF) from 2023. Improving EBITDA
will absorb large reversals of the pandemic-related cost deferrals.
As such, we now anticipate working capital outflow of up to EUR40
million in 2022. Once the evolution of working capital normalizes,
which we expect in 2023, and factoring in annual capital
expenditure (capex) of up to EUR50 million, Promontoria should have
the capacity to generate EUR60 million-EUR80 million of FOCF in
2023, likely increasing further thereafter. Positive FOCF should
boost Promontoria's financial flexibility for potential bolt-on
acquisitions or organic expansion. On the back of improving EBITDA,
we now anticipate S&P Global Ratings-adjusted debt to EBITDA will
strengthen toward 5.0x in 2022 from 6.0x-6.5x we expected in 2021.
At the same time, we expect that funds from operations (FFO) to
debt will improve above 12% in 2022, from about 10% in 2021.
Further deleveraging would be contingent on Promontoria's financial
policy, in our view.

"The business risk profile remains constrained by Promontoria's
exposure to the cyclicality of air freight and air passenger
traffic, although its global footprint and broad customer base
partially mitigate this. Promontoria is a global leading player in
the aviation services industry, primarily focused on cargo handling
(which contributed about 80% to 2021 revenue) and ground-handling
services (about 20%). Promontoria's EBITDA levels and margins are
rebounding to pre-COVID levels, strongly supported by the resilient
cargo handling and well-executed, strategic, and business-enhancing
acquisitions in the fast-expanding U.S. cargo market. The strong
presence in the U.S. is also beneficial for Promontoria's ground
handling segment thanks to faster recovery of the North American
domestic air passenger travel than intra-European passenger travel.
That said, Promontoria's focus on the cyclical aviation industry,
together with its high exposure to swings in cargo volumes,
constrains its business risk profile assessment. However, we take a
positive view of the group's international footprint in the global
air cargo handling market, its long-term warehouse concessions in
strategic locations, and its road feeder system that we believe
enhance its competitive position and operating efficiency. In
addition, we believe Promontoria's strategy of diversifying into
other regions and enlarging its customer base, supported by
profitable organic growth or strategic acquisitions, as well as
good grip on cost and productivity control, should result in
greater financial stability during market downturns and strengthen
its business risk profile in the medium term.

"We aim to resolve the CreditWatch upon completion of the proposed
refinancing and when we have reviewed the final terms of the
transaction and the executed debt documentation.

"We will likely raise our long-term issuer credit rating on
Promontoria to 'B' if it completes the refinancing and repays
existing debt, thereby extending its debt maturity profile and
eliminating the risk of a liquidity shortfall. We will also
withdraw our ratings on the existing debt once the refinancing
transaction is complete.

"Failure to refinance, or delays in closing the proposed
refinancing, could lead us to review our rating and to take a
negative rating action."




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G E O R G I A
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GEORGIA GLOBAL: S&P Affirms 'B' LT Issuer Rating, Outlook Stable
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S&P Global Ratings revised its outlook on Georgia Global Utilities
(GGU) to stable from positive, and affirmed its 'B' long-term
issuer rating and issue rating on the company.

The stable outlook reflects S&P's view that the bond will be
successfully refinanced with shareholder support and that in the
next six-to-12 months, until the transaction is fully completed,
uncertainty about GGU's exact liquidity arrangements and eventual
capital structure will be largely balanced by potential upside from
group support.

Georgia Capital (GCAP) plans to sell a 65% stake in GGU to Spanish
water utility FCC Aqualia.

S&P Global Ratings believe that GGU's pending acquisition by
Aqualia and the subsequent spin-off of its renewable assets could
result in GGU's EBITDA declining. GCAP plans to sell a 65% stake in
GGU to Spanish water utility Aqualia. The acquisition is still
subject to shareholder approval by the end of January 2022, but the
companies expect to close the two-stage transaction by end of
third-quarter 2022. In the first stage, shortly after the
shareholder meeting and assuming shareholder approval, GCAP will
receive $180 million for a 65% stake in GGU, which includes its
water and renewable energy assets. In the second stage, GGU will
spin off its renewable assets (installed capacity of 91.1 megawatts
[MW]), leaving GGU with its water business plus four water-linked
hydro-power plants (total installed capacity of 149.1 MW) and
increasing Aqualia's share in GGU to 80%. S&P said, "We estimate
that this non-cash demerger could result in GGU's annual EBITDA
declining by about 15%-20% to Georgian lari (GEL) 130
million-GEL145 million (EUR35 million–EUR40 million) from the
GEL165 million-GEL175 million we estimate for 2021. Although we
understand that GGU plans to spin off renewable assets with their
share of debt, we believe that its eventual leverage is uncertain
at this stage, since this will depend on the new shareholder's
decisions."

Liquidity for GGU's planned bond redemption has yet to be secured.
The first stage of the transaction, which the companies expect to
complete in February 2022, will trigger a change-of-control event
under GGU's $250 million bond. As such, bondholders will have the
right to ask for a buyback at 101% of the principal amount plus
accrued coupon. S&P understands that GGU plans to call the bond at
103.875% plus accrued coupon after the non-callable period expires
in July 2022, to be able to complete the planned asset spin-off
(otherwise restricted in the bond documentation). Considering that
the current bond price is above 101%, we believe that bond
redemption is likely to materialize after July 2022.

In line with the transaction structure, GCAP and Aqualia have
committed to support the expected redemption of the $250 million
bond, which will likely be split between the renewable energy
business ($95 million) and the water business ($155 million). S&P
understands that the exact terms of such support have yet to be
confirmed. In S&P's view, this creates some uncertainty about GGU's
liquidity and eventual capital structure. That said, in its base
case S&P assumes that the shareholders will stand by their
commitment to support the expected bond redemption.

GGU's eventual leverage and capital structure are uncertain at this
stage GGU's eventual capital structure and leverage targets have
yet to be disclosed and will depend on the new majority shareholder
Aqualia. In particular, S&P will monitor GGU's exposure to foreign
exchange risks. GGU's water business generates mostly local
currency revenue. Until now, GGU's U.S. dollar-denominated revenue
from its renewable electricity business (about 20%-30% in 2021) has
served as a natural hedge for GGU's $250 million bond. After the
planned demerger of the renewable electricity business and based on
S&P's estimates, GGU's revenue from the electricity business could
decline by 60%-70% to the equivalent of GEL20 million. Depending on
the outcome, S&P believes that reduced revenue from the dollarized
business may increase foreign currency exposure and weigh on the
company's stand-alone credit quality.

Potential support from the new shareholder has yet to be
determined, but may be positive for the rating. S&P understands
that Aqualia is a large group operating in a stable utility
business in Europe, and we believe that its credit quality is
likely well above that of GGU. If the deal is successfully
completed, GGU will represent a tangible part of Aqualia (up to
10%-15% of consolidated EBITDA by our preliminary estimates). GGU's
future role for the Aqualia group and any mechanisms for intragroup
support are to be determined after the deal is closed. It is
possible that potential extraordinary support to GGU from Aqualia
would lead S&P to incorporate at least one notch of uplift from
GGU's SACP in its rating.

S&P said, "The stable outlook reflects that we believe GGU will
successfully refinance the bond with shareholder support. It also
reflects that in the next six-to-12 months, potential pressure to
liquidity, credit ratios, and the capital structure will likely be
balanced by possible positive momentum coming from potential group
support from Aqualia. The outlook also indicates that under our
base case GGU will maintain funds from operations (FFO) to debt of
11.5%-17.0% in the next two-to-three years, although this will
largely depend on the transaction and on GGU's financial policy
under the new shareholding structure.

"We may downgrade GGU if we saw material technical difficulties
during the complicated transaction process, which could severely
jeopardize the company's liquidity, though it is not part of our
base case. We could also downgrade GGU if we revised down our
assessment of the company's stand-alone credit profile (SACP) one
notch to 'b-' and this is not compensated by Aqualia's support.
Such SACP weakening could result from a weaker capital structure,
more aggressive financial policy under the new controlling
shareholder, or material underperformance of the business. If we
consider GGU at least moderately strategic to Aqualia, a weaker
SACP of 'b-' would be offset by shareholder support and not lead to
downgrade."

The rating upside for GGU can stem from post-transaction group
support or from strengthening of its SACP, provided that GGU's bond
redemption goes ahead as planned and GGU doesn't have any
significant liquidity gaps within 12 months (corresponding to our
assessment of liquidity as less than adequate).

The potential uplift for group support will depend on S&P's
post-transaction assessment of GGU's role in the group and
Aqualia's commitments and strategy.

In addition, longer term upside for GGU's SACP may materialize if
GGU doesn't face any material foreign currency risk and its FFO to
debt is consistently above 12% with substantial headroom, for a
prolonged period, stemming from solid performance of the remaining
water utility and electricity assets. This, in S&P's view, will
also depend on GGU's future financial policy under the new
shareholder structure.

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




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LSF10 XL: S&P Puts 'B' LT Ratings on CreditWatch Negative
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S&P Global Ratings placed the 'B' long-term ratings on LSF10 XL
Investments S.a.r.l (Xella) and its subsidiary LSF10 XL Bidco SCA
on CreditWatch with negative implications.

S&P aims to resolve the CreditWatch in the next three-to-nine
months after the closing of the transaction and more importantly,
after company together with its shareholder makes a final decision
on the usage of the disposal proceeds.

Building materials maker Xella announced the sale of its insulation
business unit URSA to Etex, a Belgium-headquartered building
material manufacturer.

The disposal of its insulation business will reduce Xella's
business scale and diversity. Xella's insulation segment produces
mainly glass mineral wool and extruded polystyrene (XPS) under the
URSA brand for building applications in 13 plants across Europe.
The URSA brand has the No. 1 market position in XPS and ranks top
three in glass wool in Europe, which is set to profit from the
European Green Deal that aims to achieve climate neutrality in the
EU by 2050, given the products' contribution to thermal insulation
and the energy efficiency of buildings. In the 12 months ended
September 2021, the insulation segment generated about EUR508
million in sales and EUR107 million in normalized EBITDA,
contributing to about 30% of group sales and EBITDA. The EBITDA
margin of the insulation business, as normalized by the company, is
solid at about 21% and only slightly below the 23% generated by the
building materials segment. In S&P's view, the disposal will reduce
the broadness of Xella's product offering and potentially increase
the volatility of earnings and cash flows in case of deteriorating
market conditions or unexpected operational disruptions.

The transaction is likely to result in higher leverage with the
final impact on credit metrics depending on the use of disposal
proceeds. The disposal valued the insulation business at close to
EUR1.0 billion. Of the disposal proceeds, EUR285 million will be
used to partially repay Xella's EUR1.95 billion outstanding TLB and
the remainder will be kept as cash on balance sheet until a final
decision on the use is made. S&P said, "We understand that all
options are possible including a further debt repayment, investment
in acquisitions, shareholder distributions, or a combination of
these. The divestment of insulation business will result in a
decrease in sales and EBITDA of about 30%. Without debt repayment
beyond the EUR285 million partial repayment of TLB, lower EBITDA
post disposal will drive up adjusted debt to EBITDA to about 9.5x
on a pro forma basis (8.3x without PECs) for 2021, compared with
the about 7.6x (6.8x without PECs) we previously expected. For the
'B' rating, we expect adjusted debt to EBITDA of 6.5x-7.5x without
PECs and 7.5x to below 9.0x with PECs. Based on our calculation,
leverage will remain commensurate with the current rating if at
least EUR300 million of disposal proceeds are used to repay debt,
including payment-in-kind (PIK) notes or PECs, which are viewed as
debt by us."

S&P said, "The positive impact of strong operating performance in
2021 on our credit metrics was countered by the dividend
recapitalization (recap) transaction last year. Performance in the
first nine months of 2021 was solid following a resilient 2020,
with sales up 2.3% and our adjusted EBITDA up 9.3% to EUR273
million. This was supported by volume and price increases in both
segments, led by the insulation business. For the 12 months ended
September 2021, our adjusted EBITDA increased about 13% to EUR344
million from EUR304 million in 2020. However, the deleveraging
potential from the EBITDA increase was exhausted by the dividend
recap done in March 2021 with a EUR710 million dividend payment.
Following this transaction, Xella's gross debt including PECs and
PIK notes increased by about EUR305 million and the cash balance
reduced by nearly EUR260 million to about EUR160 million at the end
of June. This led to adjusted debt to EBITDA of about 7.7x with
PECs as of September 2021, unchanged compared to 7.8x as of
year-end 2020. We expect financial policy to remain aggressive,
which is the key driver for the elevated leverage and a main
constraint for the rating. We note that deleveraging potential from
an EBITDA increase will be lower after the disposal of URSA, given
the lower EBITDA base thereafter and good growth prospects of
insulation materials.

"Despite the disposal, we expect free operating cash flow (FOCF) to
remain solid.Excluding the insulation business, we forecast solid
FOCF generation of EUR50 million-EUR70 million in 2021-2022. Xella
benefits from a strong EBITDA margin of above 20%. In addition, it
has been focusing on more efficient working capital management
along with its cost-savings program Xcite. Although we estimate
higher working capital outflow in 2021 in line with topline growth
and a higher capital expenditure (capex) after a cut in 2020, we
expect cash conversion to remain healthy."

CreditWatch

S&P said, "We aim to resolve the CreditWatch in the next
three-to-nine months after the closing of the transaction and, more
importantly, after the shareholder makes a final decision on the
usage of the disposal proceeds. Of the total net cash proceeds,
EUR285 million will be used to partially repay the TLB; the use of
the remaining proceeds is still pending.

"We would most likely lower the ratings by one notch if more than
half of the remaining disposal proceeds will be directly
distributed to the shareholder without paying back the outstanding
PIK notes or PECs, leading to adjusted debt to EBITDA above 9x with
PECs or above 7.5x without PECs.

"We would most likely affirm the ratings if at least half of the
remaining disposal proceeds will be used to repay debt including
PIK notes or PECs (viewed as debt by us), or if a significant part
is used to invest in acquisitions, resulting in pro forma adjusted
debt to EBITDA well below 9x with PECs or below 7.5x without
PECs."

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

The disposal of insulation business will result in lower emergence
EBITDA and lower enterprise value at default. An offsetting factor
can be reinvestment in acquisitions or debt reduction to the extent
that disposal proceeds will be used to pay down senior secured
debt. The outcome of recovery analysis is dependent on the final
capital structure after the decision is made on the utilization of
all disposal proceeds.




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

ARES EUROPEAN IX: Moody's Affirms B1 Rating on EUR11.1MM F Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Ares European CLO IX DAC:

EUR29,800,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Upgraded to Aa1 (sf); previously on Apr 6, 2018 Definitive
Rating Assigned Aa2 (sf)

EUR30,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Upgraded to Aa1 (sf); previously on Apr 6, 2018 Definitive Rating
Assigned Aa2 (sf)

EUR26,800,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to A1 (sf); previously on Apr 6, 2018
Definitive Rating Assigned A2 (sf)

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

EUR228,000,000 Class A Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Apr 6, 2018 Definitive
Rating Assigned Aaa (sf)

EUR22,400,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Baa2 (sf); previously on Apr 6, 2018
Definitive Rating Assigned Baa2 (sf)

EUR23,100,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Apr 6, 2018
Definitive Rating Assigned Ba2 (sf)

EUR11,100,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B1 (sf); previously on Apr 6, 2018
Definitive Rating Assigned B1 (sf)

Ares European CLO IX DAC, issued in April 2018, is a collateralised
loan obligation (CLO) backed by a portfolio of mostly high-yield
senior secured/mezzanine European and US loans. The portfolio is
managed by Ares European Loan Management LLP. The transaction's
reinvestment period will end in April 2022.

RATINGS RATIONALE

The rating upgrades on the Class B-1, Class B-2 and Class C notes
are primarily a result of the benefit of the shorter period of time
remaining before the end of the reinvestment period in April 2022.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.

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

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

Performing par and principal proceeds balance: EUR398.37m

Defaulted Securities: none

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2886

Weighted Average Life (WAL): 4.5 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.66%

Weighted Average Coupon (WAC): 3.95%

Weighted Average Recovery Rate (WARR): 44.82%

Par haircut in OC tests and interest diversion test: none

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

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.

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

Portfolio amortisation: Once reaching the end of the reinvestment
period in April 2022, the main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

DRYDEN 56 2017: Moody's Affirms B2 Rating on EUR21.2MM Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Dryden 56 Euro CLO 2017 Designated Activity
Company:

EUR9,100,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Upgraded to Aa1 (sf); previously on Dec 21, 2017 Definitive
Rating Assigned Aa2 (sf)

EUR63,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Upgraded to Aa1 (sf); previously on Dec 21, 2017 Definitive Rating
Assigned Aa2 (sf)

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

EUR358,600,000 Class A Senior Secured Floating Rate Notes due
2032, Affirmed Aaa (sf); previously on Dec 21, 2017 Definitive
Rating Assigned Aaa (sf)

EUR40,500,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2032, Affirmed A2 (sf); previously on Dec 21, 2017
Definitive Rating Assigned A2 (sf)

EUR35,100,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2032, Affirmed Baa3 (sf); previously on Dec 21, 2017
Definitive Rating Assigned Baa3 (sf)

EUR25,600,000 Class E Mezzanine Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba2 (sf); previously on Dec 21, 2017
Definitive Rating Assigned Ba2 (sf)

EUR21,200,000 Class F Mezzanine Secured Deferrable Floating Rate
Notes due 2032, Affirmed B2 (sf); previously on Dec 21, 2017
Definitive Rating Assigned B2 (sf)

Dryden 56 Euro CLO 2017 Designated Activity Company, issued in
December 2017, is a collateralised loan obligation (CLO) backed by
a portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by PGIM Limited. The transaction's
reinvestment period ended in mid January 2022.

RATINGS RATIONALE

The rating upgrades on the Class B-1 and B-2 Notes are primarily a
result of the transaction having reached the end of the
reinvestment period in January 2022.

The affirmations on the ratings on the Class A, C, D, E and F Notes
are primarily a result of the expected losses on the notes
remaining consistent with their current ratings after taking into
account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralization (OC) levels.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile and than
it had assumed at the last rating action in December 2017.

Key model inputs:

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

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

Performing par and principal proceeds balance: EUR598.4m

Defaulted Securities: EUR4.2m

Diversity Score: 57

Weighted Average Rating Factor (WARF): 3064

Weighted Average Life (WAL): 4.75 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.80%

Weighted Average Recovery Rate (WARR): 42.0%

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

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.

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

MADISON PARK XII: Fitch Affirms B- Rating on Class F Notes
----------------------------------------------------------
Fitch Ratings has upgraded Madison Park Euro Funding XII DAC 's
class D and E notes. Fitch has also affirmed the class A, B-1, B-2,
C and F notes. The class B-1, B-2, C, D, E and F notes were removed
from Under Criteria Observation (UCO). The Rating Outlook for all
classes is Stable.

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

A XS1861231667    LT AAAsf  Affirmed    AAAsf
B1 XS1861232046   LT AAsf   Affirmed    AAsf
B2 XS1861235908   LT AAsf   Affirmed    AAsf
C XS1861236039    LT Asf    Affirmed    Asf
D XS1861232806    LT BBBsf  Upgrade     BBB-sf
E XS1861233101    LT BBsf   Upgrade     BB-sf
F XS1861233366    LT B-sf   Affirmed    B-sf

TRANSACTION SUMMARY

Madison Park Euro Funding XII DAC is a cash flow collateralized
loan obligation (CLO) backed by a portfolio of mainly European
leveraged loans and bonds. The transaction is actively managed by
Credit Suisse Asset Management 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 into Fitch's
updated stressed portfolio analysis. The analysis considered cash
flow modelling results for the stressed portfolio based on a Fitch
collateral quality matrix specified in the transaction's
documentation.

The transaction has two Fitch collateral quality matrices based on
top 10 obligor concentration limits of 16% and 20%. Fitch's
analysis was based on the matrix specifying a 16% top 10 obligor
concentration limit as the agency considered this matrix as the
most relevant. Fitch also applied a 1.5% haircut on the weighted
average recovery rate (WARR), as the calculation of the WARR in
transaction documentation is not in line with the latest CLO
criteria.

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

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

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The largest single issuer and
largest 10 issuers in the portfolio as reported by the trustee,
represent 1.4% and 12.8% of the portfolio, respectively.

Stable Asset Performance: The transaction is failing the weighted
average spread test and the Moody's weighted-average rating factor
(WARF) test. All other collateral quality, portfolio profile and
coverage tests are passing. Exposure to assets with a Fitch-derived
rating of 'CCC+' and below is reported by the trustee at 7.1%,
below the 7.5% limit.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors to be at the 'B'/'B-' rating level. The trustee
calculated Fitch WARF is at 33.9, below the covenant maximum limit
of 34.0. The Fitch calculated WARF is at 25.1 after applying the
updated Fitch CLOs and Corporate CDOs Rating Criteria.

High Recovery Expectations: 98.9% of the portfolio comprises senior
secured obligations. Fitch views the recovery prospects for these
assets as being more favorable than for second-lien, unsecured and
mezzanine assets. The Fitch WARR of the current portfolio is
reported by the trustee at 65.2%, compared with the covenant
minimum of 61.4%.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

DATA ADEQUACY

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

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

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



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

BANCA POPOLARE: S&P Affirms 'BB+' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its issuer credit ratings (ICRs) and
issue ratings on 11 Italian banks. This follows 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:

-- Unicredit SpA, Intesa Sanpaolo SpA and its core subsidiary
Fideuram Intesa Sanpaolo SpA, and Mediobanca SpA and its core
subsidiary MB Lux Funding (ICR BBB/Positive/A-2; resolution
counterparty rating BBB+/A-2)

-- Fineco Bank and FCA Bank (ICR BBB/Positive/A-2)

-- Istituto per il Credito Sportivo (ICR BBB-/Positive/A-3)

-- Mediocredito Centrale (ICR BBB-/Negative/A-3)

-- Banca Popolare dell'Alto Adige Volksbank (BB+/Stable/B)

-- Gruppo Bancario Coooperativo ICCREA (BB/Stable/B)

S&P said, "Our assessments of economic and industry risks in Italy
are unchanged, at '6' and '5', respectively. These scores determine
the BICRA and the anchor, or starting point, for our ratings on
financial institutions that operate primarily in that country. As a
result, the anchor for banks operating in Italy remains at 'bbb-'.
The trends we see for economic risk and industry risk remain
positive and stable, respectively.

"The group stand-alone credit profiles of the above-mentioned
banks, and our assessment of the likelihood of extraordinary
external support, are unchanged under our revised criteria.
Consequently, we have affirmed our ratings on these banks."

Unicredit SpA
Primary credit analyst: Regina Argenio

S&P said, "The ratings on Unicredit reflect the bank's strong
franchise and leading position in commercial banking in the core
markets where it operates. We also believe that the group's
creditworthiness benefits from its high business and geographic
diversification, and its well-balanced funding base. The ratings
are constrained by Unicredit's significant credit exposure in
higher-risk countries than international peers. The ratings do not
incorporate additional loss-absorption capacity (ALAC) uplift
because we expect Unicredit's eligible ALAC instruments to be
200-250 basis points (bps) over the next couple of years."

Outlook

S&P said, "The positive outlook reflects our expectation that the
more supportive economy in Italy, one of the main geographies where
UniCredit operates, will be favorable for the bank's financial
profile over the next 12-24 months and could sustain its
profitability and asset quality. We expect gradual business
expansion, recovery in fee income, cost-containment initiatives,
and declining cost of risk will help profitability. We anticipate
UniCredit's credit losses will decline below 60 bps in 2021-2022
after a high of 94 bps on average in 2019-2020. We also factor in
about EUR4 billion per year of profit distribution (via dividends
and share buybacks). Therefore, we expect our risk-adjusted capital
(RAC) ratio to decline to 7.0%-7.5% from 7.7% at year-end 2020."

Upside scenario: S&P could raise the ratings by one notch if it
concludes that economic risk in Italy has decreased, helping
UniCredit's efforts to continue enhancing its profitability and
overall credit profile. Specifically, this could occur if the bank
continues reducing its legacy stock of deteriorated assets and
contains any potential impact from the pandemic on its asset
quality within manageable levels, while maintaining an RAC ratio
comfortably above 7%.

Downside scenario: S&P said, "We could revise the outlook to stable
if we conclude that economic risks in Italy have not improved and
UniCredit's asset quality will deteriorate significantly. If we
revise the outlook on Italy this would not immediately trigger the
same action on UniCredit, as long as it maintains sufficient
buffers to weather a hypothetical scenario of sovereign stress
without necessarily defaulting on its senior obligations."

Hybrids

S&P said, "We do not assign outlooks to bank issue ratings.
However, we will continue to notch down the ratings on UniCredit's
hybrids--namely senior nonpreferred, subordinated, and junior
subordinated notes--from the lower of two potential starting
points: the stand-alone credit profile (SACP) and the ICR.
Therefore, if we raise the ICR and revise up the SACP, we would
also raise the ratings on the bank's rated subordinated debt
obligations."

  Ratings score snapshot

  Issuer credit rating: BBB/Positive/A-2
  Resolution counterparty rating: BBB+/A-2
  Stand-alone credit profile: bbb

  Anchor: bbb
  Business position: Strong (+1)
  Capital and Earnings: Adequate (0)
  Risk position: Moderate (-1)
  Funding and Liquidity: Adequate and Adequate (0)
  Comparable rating analysis: 0
  Support: 0

  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-2

Intesa Sanpaolo and Fideuram Intesa Sanpaolo Private Banking SpA
Primary credit analyst: Mirko Sanna

The ratings on Intesa Sanpaolo and its core subsidiary, Fideuram
Intesa Sanpaolo Private Banking SpA, reflect Intesa's leading
domestic franchise in different market segments, and its higher
than peers loan book diversification by sector which benefits its
credit profile. S&P also considers Intesa's funding base solid and
its liquidity ample. The ratings are constrained by Intesa's
significant domestic concentration and the higher, albeit
decreasing, economic risks in Italy compared with risks
higher-rated international peers face.

Outlook

S&P said, "The positive outlook primarily reflects our opinion that
improving economic conditions in Italy could enhance Intesa's
projected profitability, capitalization, and asset quality over the
next two years. Although we expect the bank to see weak net
interest income amid the low interest rate environment--similar to
other banks in Italy--we consider that this will be balanced by
stronger-than-peers' and still-rising revenue from its leading
wealth management and insurance businesses. Intesa will also
continue benefiting from its stronger-than-peers' efficiency, with
cost to income hovering around 50% over coming years. We anticipate
the RAC ratio to range from 6.0%-6.4% by end 2023. The positive
outlook also reflects that on Italy."

Upside scenario: S&P said, "We could upgrade Intesa over the next
12-24 months if we raise our rating on Italy and conclude that the
bank's creditworthiness and solvency has strengthened. The latter
scenario would most likely be linked to lower economic risks we
might see in Italy, resulting in our projected RAC ratio increasing
by 80-90 bps and hovering around 7% overall, while Intesa's loss
absorption continues proving very strong and its asset quality
metrics remain resilient and better than those of peers."

Downside scenario: S&P said, "We could revise our outlook to stable
if we take a similar action on Italy. We consider that, given the
bank's high exposure to the country and large holding of Italian
government securities, it will not be able to withstand a
hypothetical scenario of sovereign stress. We could also revise the
outlook on the bank to stable if we conclude that economic risks in
Italy have not improved and, contrary to our expectations, Intesa's
asset quality and capital buffers have also not sufficiently
strengthened."

Hybrids

S&P said, "We do not assign outlooks to bank issue ratings.
However, we will continue to notch down the ratings on Intesa's
hybrids from the lower of the SACP and ICR. Therefore, if we raise
the ratings on Intesa, we would also raise the ratings on the
bank's rated additional tier 1, tier 2, and senior nonpreferred
instruments."

  Ratings score snapshot

  Issuer credit rating: BBB/Positive/A-2
  Resolution counterparty rating: BBB+/A-2
  Stand-alone credit profile: bbb
  Anchor: bbb-

  Business position: Strong (+1)
  Capital and Earnings: Moderate (-1)
  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

Mediobanca and MB Lux Funding
Primary credit analysts: Francesca Sacchi

S&P said, "The ratings on Mediobanca and its core subsidiary, MB
Funding Lux, reflect our view of the bank's well-diversified
business model, prudent risk management, and solid capitalization.
The ratings are constrained by Mediobanca's exposure to the higher,
albeit decreasing, economic risks we see in Italy compared with
risks faced by higher-rated international peers."

Outlook

S&P said, "The positive outlook primarily reflects our view that
improving economic conditions in Italy could enhance Mediobanca's
projected profitability and capitalization. We anticipate the
bank's operating efficiency to remain outstanding, with a
cost-to-income ratio at about 50% and return on equity at 8%-9%
over the next couple of years. As a result, we expect the bank's
RAC ratio to remain at 9.0%-9.5% at least until 2024 and despite
larger expected dividend distribution to its shareholders. The
positive outlook also mirrors that on Italy."

Upside scenario: S&P said, "We could raise the long-term ratings on
Mediobanca and MB Funding Lux if we take a similar action on Italy
and conclude that the bank's operating profitability and overall
creditworthiness have strengthened. This would most likely happen
if we see that domestic economic conditions have improved,
resulting in our projections for Mediobanca's RAC ratio exceeding
10% over the next two years, while its risk profile remains
resilient and its operating performance keeps exceeding that of
peers."

Downside scenario: S&P said, "We could revise the outlook to stable
if we take a similar action on the sovereign or if we became less
confident about the positive effects of Italy's economic
performance on banks' balance sheets, undermining the potential
upside for Mediobanca's creditworthiness. In addition, we could
take a negative rating action if we conclude that the bank's
strategy has shifted to become substantially more aggressive or
risky."

Hybrids

S&P said, "We do not assign outlooks to bank issue ratings.
However, we will continue to notch down the ratings on Mediobanca's
hybrids from the lower of the SACP and ICR. Therefore, if we raise
the ratings on Mediobanca, we would also raise the ratings on the
bank's rated subordinated debt obligations."

  Ratings score snapshot

  Issuer credit rating: BBB/Positive/A-2
  Resolution counterparty rating: BBB+/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

FinecoBank
Primary credit analyst: Francesca Sacchi

The ratings on Fineco benefit from the bank's digitalized business
model, which will remain a differentiating factor supporting its
strong performance. In addition, the bank's diversified business
activities--asset-gathering and private banking, online brokerage,
and banking services--sound capitalization and limited exposure to
credit risk make it more resilient through the credit cycle
compared with other traditional Italian commercial banks. The
ratings remain constrained by the bank's high geographic business
concentration in Italy.

Outlook

S&P said, "The positive outlook on Fineco reflects our view that,
in the next 12-24 months, the bank's creditworthiness will likely
benefit from the more benign economic conditions in Italy. We
anticipate Fineco's sound revenue prospects, very low cost of
credit risk, and outstanding cost efficiency will continue
supporting its capitalization. This is despite the likelihood that
the bank will distribute excess capital to its shareholders. As a
result, we expect Fineco's RAC ratio to range from 9.0%-9.5% by
end-2023. The positive outlook also mirrors that on Italy."

Upside scenario: S&P said, "We could raise the long-term rating on
Fineco if we take a similar action on Italy and conclude that the
bank's creditworthiness has strengthened. This would most likely
happen if we conclude that domestic economic conditions have
improved, resulting in our projections on Fineco's RAC ratio
sustainably exceeding the 10% threshold over the next two years and
its earnings remain strong and higher than European banks' average
while the bank's risk profile remains better than that of peers."

Downside scenario: S&P could revise the outlook to stable if it
takes a similar action on the sovereign or if it became less
confident about the positive effects of Italy's economic
performance on banks' balance sheets, undermining the potential
upside for Fineco's creditworthiness.

  Ratings score snapshot

  Issuer credit rating: BBB/Positive/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

Gruppo Bancario Cooperativo Iccrea
Primary credit analyst: Francesca Sacchi

S&P said, "Our ratings on Iccrea Banca are based on our view of its
core status within Gruppo Bancario Cooperativo Iccrea (GBCI; formed
by Iccrea Banca and 128 BCCs [cooperative banks]) and the group
credit profile (GCP), which is our opinion of the group's
creditworthiness as it were a single legal entity. The GCP reflects
our view of GBCI's good market position, as the fourth-largest
banking group in Italy by total assets, the relatively higher-risk
profile, and its structurally weak profitability and operating
efficiency. Furthermore, the group's superior funding and liquidity
profiles compared with those of its domestic and international
peers continue to underpin the ratings."

Outlook

S&P said, "The stable outlook indicates that we think the group can
absorb some expected deterioration in its asset quality over the
next 12-18 months, while preserving its financial profile and
capitalization. We expect the ratings on Iccrea Banca to move in
parallel with our view of the overall creditworthiness of GBCI.

"In particular, we expect GBCI's cost of credit risk to remain high
in 2021-2023, above the domestic banking sector average. We
anticipate that higher provisions and earnings pressure, together
with a still-large cost base, will lead to modest bottom-line
results for the group. Despite profitability pressures, we expect
the group to maintain its RAC ratio close to 2020 levels, above 6%,
until 2023. We also anticipate that GBCI will progress in its
de-risking strategy and in gradually reaping the benefits of closer
group integration, while keeping its funding and liquidity
advantage."

Upside scenario: S&P could upgrade Iccrea if GBCI's loan book
performance is resilient through the pandemic, allowing the group
to significantly reduce the gap between its asset quality metrics
and that of domestic peers, while preserving its capitalization.

Downside scenario: S&P said, "We could lower the long-term issuer
credit rating over the next 12-18 months if GBCI's credit losses
materially increase beyond our expectation, undermining our view of
the group's capitalization. We could also consider a downgrade if
the group's integration process falters, and we don't observe any
improvement of operating efficiency and effective risk governance
of the individual BCC members."

  Ratings score snapshot

  Issuer credit rating: BB/Stable/B
  Group credit profile: bb
  Anchor: bbb-

  Business position: Adequate (0)
  Capital and Earnings: Moderate (-1)
  Risk position: Constrained (-2)
  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
  
  ESG credit indicators: E-2 S-2 G-3

Banca Popolare Alto Adige Volksbank
Primary credit analyst: Mirko Sanna

The ratings on Banca Popolare Alto Adige Volksbank reflect the
bank's strong footprint in the wealthiest area of Italy. This
enhances the bank's business stability and asset quality metrics
through the economic cycle better than for other regional banks
operating in Italy, in our view. It also results in a stable and
granular retail funding base that covers Volksbank's customer
loans. Compared to some larger domestic peers, however, it lacks
scale and revenue diversification. This undermines the bank's
capacity to generate sufficient returns, in S&P's opinion.

Outlook

S&P said, "The stable outlook on Volksbank reflects our view that
the bank's asset quality will only moderately deteriorate over the
next 12-18 months and that the bank will preserve its capital
position. We expect the bank to benefit from the economic recovery
in the Italian regions of Trentino-Alto Adige and Veneto, where the
bank mostly operates. We anticipate that earnings capacity to
improve moderately although remaining modest, with recurring return
on equity just above 4%. In our base-case scenario, we estimate the
risk adjusted capital to range from 5.4%-5.9% over the next two
years."

Downside scenario: S&P said, "We could lower the ratings on
Volksbank over the next 12 months if, contrary to our base-case
expectations, we were to conclude that the bank's asset quality had
materially deteriorated, likely leading to high credit losses and
potentially eroding its capital base. We could also lower the
rating if we anticipated that the bank's RAC ratio would remain
below 5% over the next 12-24 months."

Upside scenario: S&P could raise the ratings on Volksbank if it
concluded that the economic risks facing the bank had largely
diminished, and that the bank's projected RAC ratio would likely
comfortably exceed 7%.

  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: 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

  ESG credit indicators: E-2 S-2 G-2

Istituto Per Il Credito Sportivo (ICS)
Primary credit analyst: Alessandro Ulliana

The ratings on ICS reflect the bank's sound capitalization and the
strong benefits it will continue to get from government funding and
business support. S&P consider ICS' single-name concentration
higher than the Italian banking sector average, but it has been
constantly improving. Moreover, its concentration in a monoline
business reduces its revenues diversification and earnings
capacity.

Outlook

The positive outlook reflects brighter economic prospects in Italy
and ICS's improving asset quality profile. S&P expects loan growth
to remain contained, and the bank to continue preserving its very
strong solvency, with its RAC ratio at 35%-40% by end-2022.

Upside scenario: S&P said, "We could upgrade ICS over the next
12-24 months if we conclude that the Italian banking sector's
operating conditions have significantly improved, and ICS's asset
quality indicators continue converging toward the domestic banking
sector average. This would likely be seen with manageable credit
losses over the forecast horizon and continued improvements in
ICS's legacy single-name concentration."

Downside scenario: S&P would revise the outlook to stable if it ws
to believe the Italian banking sector's economic prospects have not
materially improved beyond our base-case scenario, or conclude that
economic spillover from the pandemic has resulted in significant
asset-quality deterioration.

  Ratings score snapshot

  Issuer credit rating: BBB-/Positive/A-3
  Stand-alone credit profile: bbb-
  Anchor: bbb-

  Business position: Moderate (-1)
  Capital and Earnings: Very strong (+2)
  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

  ESG Credit Indicators: E-2 S-1 G-2

Mediocredito Centrale – Banca del Mezzogiorno
Primary credit analyst: Alessandro Ulliana

The ratings on MedioCredito Centrale (MCC) are underpinned by the
company's strict interconnection with the Italian government and,
consequently, by S&P's view that the latter would provide MCC with
some extraordinary support if needed. The ratings remain
constrained by the comparatively limited franchise compared with
other domestic banks' and the highly concentrated credit portfolio,
which remains more vulnerable to risks given its focus on small and
midsize enterprises and high exposure to Southern Italy.

Outlook

The negative outlook on MCC reflects material execution and
operational risks stemming from the integration with Banca Popolare
di Bari (BPB).

Downside scenario: S&P said, "We could lower our ratings on MCC
over the next 12-24 months if we concluded that the integration
with and restructuring of BPB entailed more risks than expected,
weakening the group's credit profile significantly. Specifically,
this could occur if the bank's balance sheet and asset quality
unexpectedly weaken or if its earnings capacity is insufficient to
absorb the restructuring costs and preserve capital in the next
couple of years. We could also lower the ratings if MCC enters
further market transactions amid conditions that we believe could
harm its creditworthiness."

Upside scenario: S&P could revise the outlook to stable if it
believed the uncertainties related to the BPB integration had
materially abated.

  Ratings score snapshot

  Issuer credit rating: BBB-/Negative/A-3
  Stand-alone credit profile: bb
  Anchor: bbb-

  Business position: Moderate (-1)
  Capital and Earnings: Adequate (0)
  Risk position: Moderate (-1)
  Funding and Liquidity: Adequate and Adequate (0)
  Comparable rating analysis: 0
  Support: 0

  ALAC support: 0
  GRE support: +2
  Group support: 0
  Sovereign support: 0

  ESG credit indicators: E-2 S-1 G-2

FCA Bank
Primary credit analyst: Alessandro Ulliana

S&P said, "The ratings on FCA Bank reflects our belief that Credit
Agricole (CASA) would likely provide FCA Bank with extraordinary
capital and liquidity support, if needed. Recent announcement of
Stellantis' intention to reorganize its European captive finance
activities could increase challenges for FCA Bank to keep expanding
its business volumes and sustain its strong profitability. At the
same time, CASA's intention to become the full owner of FCA Bank
could provide solid ground for an even stronger integration between
the two entities over the next years. FCA Bank's stand-alone
creditworthiness continues to be supported by its strong capital
metrics and resilient earnings, as well as by a much higher
geographical diversification compared with that of Italian banks.
We continue to consider FCA Bank's concentration in car financing a
weakness."

Outlook

The positive outlook on FCA Bank mirrors that on Italy. The outlook
also reflects our opinion that FCA Bank will likely receive
extraordinary support from CASA in case of stress.

Upside scenario: S&P could raise the ratings on FCA Bank in the
next 12-24 months if we upgraded Italy.

Downside scenario: S&P said, "We could revise the outlook to stable
following a similar action on Italy. We do not believe that the
strategic interest for CASA into FCA Bank could decrease in the
near term. As a result, we consider an outlook revision driven by
lower parental support a remote scenario."

  Ratings score snapshot

  Issuer credit rating: BBB/Positive/A-2
  Stand-alone credit profile: bbb-
  Anchor: bbb

  Business position: Constrained (-2)
  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: +1
  Sovereign support: 0

  ESG credit indicators: E-2 S-2 G-2

  Ratings List

  RATINGS AFFIRMED

  BANCA POPOLARE DELL'ALTO ADIGE VOLKSBANK S.P.A.

   Issuer Credit Rating          BB+/Stable/B

  RATINGS AFFIRMED

  FCA BANK SPA

   Issuer Credit Rating          BBB/Positive/A-2

  RATINGS AFFIRMED

  FINECOBANK S.P.A.
   
   Issuer Credit Rating          BBB/Positive/A-2

  RATINGS AFFIRMED

  ICCREA BANCA SPA

   Issuer Credit Rating          BB/Stable/B

  RATINGS AFFIRMED

  FIDEURAM - INTESA SANPAOLO PRIVATE BANKING SPA
  INTESA SANPAOLO SPA

   Issuer Credit Rating         BBB/Positive/A-2
   Resolution Counterparty Rating    BBB+/--/A-2

  RATINGS AFFIRMED

  ISTITUTO PER IL CREDITO SPORTIVO

   Issuer Credit Rating         BBB-/Positive/A-3

  RATINGS AFFIRMED

  MEDIOBANCA SPA
  MB FUNDING LUX S.A.

   Issuer Credit Rating         BBB/Positive/A-2
    Resolution Counterparty Rating   BBB+/--/A-2

  RATINGS AFFIRMED

  MEDIOCREDITO CENTRALE SPA

   Issuer Credit Rating         BBB-/Negative/A-3

  RATINGS AFFIRMED

  UNICREDIT SPA

   Issuer Credit Rating         BBB/Positive/A-2
   Resolution Counterparty Rating    BBB+/--/A-2


GRANDI LAVORI: Feb. 28 Bid Submission Deadline for GLF Stake
------------------------------------------------------------
The judicial liquidator for the arrangement with creditors of
Grandi Lavori Fincosit S.p.A. no. 48/2018, Prof. Riccardo Tiscini,
transfers the 100% stake held in GLF Construction Corporation.

The transfer of the stake will be carried by means of a competitive
procedure by inviting bids at the base of price of US$700,000.
Bids at prices lower than the base price will not be accepted.

The deadline for the submission of bids will be February 28, 2022,
at 1:00 p.m. (Italian time).  Bids must be sent in a sealed
envelope to the Judicial Liquidator Prof. Riccardo Tiscini, with
offices in Rome (Italy), at Via Giovanni Paisiello, 24, postcode
00198, and must be guaranteed by non-transferable bank drafts made
payable to "Concordato Preventivo Grandi Lavori Fincosit 48/2018"
for an amount corresponding to 10% of the price offered.

The opening of the envelopes is scheduled for February 28, 2022, at
3:00 p.m. (Italian time), at the offices of the Judicial Liquidator
in the presence of the bidders.

The call for bids may be viewed on the website
https://pvp.giustizia.it/pvp/

Data concerning GLF Construction Corporation, along with the
associated documents and conditions of the offer may be consulted,
subject to the expression of an interest in so doing and the
signature of a suitable confidentiality agreement, by accessing the
electronic data room established for the purpose. To do so,
applicants should contact the Judicial Liquidator: Prof. Riccardo
Tiscini, Via Giovanni Paisiello, 24, Roma, Tel. +39 06 8084557,
certified  e-mail lgcp48.2018roma@pecconcodati.it


OFFICINE MACCAFERRI: Creditors' Hearing Postponed to April 6
------------------------------------------------------------
Michele Sarti and Pro. Luca Mandrioli, the Official Receivers for
the Officine Maccaferri S.p.A. Arrangement with Creditors Court of
Bologna (Arrangement No. 16/2020), disclosed that the Bankruptcy
Judge Maurizio Atzori, having acknowledged the intention of the
Company to make some changes to the arrangement proposal filed on
July 30, 2021, by decree dated December 28, 2021, has ordered the
postponement of the Creditors' hearing pursuant to Art. 174 of the
Bankruptcy Law -- originally set for February 16, 2022 -- to April
6, 2022, at 10:00 a.m.



PIAGGIO AERO: Feb. 28 Expressions of Interest Deadline Set
----------------------------------------------------------
Vincenzo Nicastro, the Extraordinary Commissioner (Commissario
Straordinario) of Piaggio Aero Industries S.p.A. in extraordinary
receivership proceedings ("Piaggio Aerospace") and Piaggio Aviation
S.p.A. in extraordinary receivership proceedings ("Piaggio
Aviation"), calls expressions of interest in relation to the
purchase of the business complexes carried out by Piaggio Aerospace
and Piaggio Aviation described below:

  a) business complexes carried out by Piaggio Aerospace at the
Villanova d'Albenga (SV), Genoa, Pratica di Mare (RM) and Trapani
plants/sites (the "Piaggio Aerospace Business Complexes"),
essentially consisting of:

(i) property located in Villanova d'Albenga (SV) built on State
land;

(ii) plants, machinery and equipment relating to all of the
production lines/business units (civil and military aviation BU,
including customer service, engine BU);

(iii) inventory (consisting mainly of raw materials and work in
progress);

(iv) certifications, authorisations, permits and such like;

(v) employment contracts (with, to date, 883 employees) and other
contracts;

(vi) shareholding in Piaggio America Inc. (equal to 100% of the
latter's corporate capital);

(vii) intellectual property rights, know-how, trademarks and
patents;

(viii) archives;

  b) business complex carried by Piaggio Aviation at the Villanova
d'Albenga (SV) plant (the "Piaggio Aviation Business Complex"),
essentially consisting of:

(i) certifications, authorisations, permits and such like;

(ii) employment contracts (with, to date, 17 employees) and other
contracts;

(iii) intellectual property rights.

Expressions of interest must be written in Italian or English and
must be delivered to the Extraordinary Receiver, Vincenzo Nicastro,
by 6:00 p.m. CET of February 28, 2022, e-mailed to the address
piaggioaeroamministrazionestraordinaria2@pec.piaggioaero.it, with
the following subject line: "Expression of interest in the purchase
of the business units of Piaggio Aerospace S.p.A. in a.s. and
Piaggio Aviation S.p.A. in a.s.".

In case of expressions of interest drawn up in English, they must
be accompanied by a sworn translation into Italian signed by the
bidder and contain the express provision that, in case of conflict,
the Italian version will prevail.

The above-mentioned expressions of interest shall:

   -- indicate (i) the business complexes or parts thereof covered
by the expression of interest; (ii) the recovery/development
programmes planned for such business complexes or parts thereof;
and (iii) the name, telephone number, e-mail address of the
representative of the person expressing interest; and

   -- be accompanied by a set of documents (a list of which must be
requested to the Extraordinary Commissioner at:
piaggioaeroamministrazionestraordinaria2@pec.piaggioaero.it) aimed
at providing the Extraordinary Receivership Proceedings with a
series of preliminary information about the person expressing
interest.

Expressions of interest signed for a person to be designated (per
persona da nominare) will not be taken into consideration. The
Extraordinary Commissioner expressly reserves the right to assess
whether to admit those who have expressed an interest to the next
stage of the sale procedure.

This notice constitutes a call for expressions of interest and not
an invitation to offer, nor an offer to the public.  The
publication of this notice and the receipt of the expression of
interest do not imply any obligation to admit to the sale procedure
and/or to start negotiations for the sale and/or sale to those
persons who have expressed an interest in the purchase, nor any
right of the latter towards the Extraordinary Commissioner, Piaggio
Aerospace and/or Piaggio Aviation.

Any final determination with regard to the sale shall in any case
be subject to the authorisation of the Italian Ministry of Economic
Development, after hearing the opinion of the Surveillance
Committee and, as far as applicable, in compliance with the
provisions of Law Decree No. 21 of March 15, 2012, as converted,
with amendments, into Law No. 56 of May 11, 2012, as amended and
supplemented.




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

LUXEMBOURG INVESTMENT: S&P Assigns 'B' ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned our 'B' issuer credit rating to
Heubach's intermediate parent company, Luxembourg Investment
Company 437, and our 'B' issue rating to the $610 million term loan
B (TLB) and $125 million revolving credit facility (RCF).

In June 2021, Heubach signed an agreement to acquire Clariant
Pigments. As part of the transaction, Heubach issued:

-- A $610 million TLB (including $25 million incremental earn-out
related debt); and

-- A $125 million RCF.

SK Capital, Heubach, and Clariant AG also contributed approximately
Swiss francs (CHF) 580 million of common equity. The proceeds were
used to fund the buyout and pay the transaction fees. The
transaction includes a CHF50 million earn-out subject to
performance conditions for Clariant Pigments and the pro forma
group. The earn-out would be funded half by incremental debt and
half by equity. S&P said, "Under our base-case scenario, we assume
that the conditions of the earn-out will not be met. If the
earn-out is triggered, it would add about 0.2x of additional
leverage to the structure, but also result in the company
outperforming our base case with higher-than-expected EBITDA. There
is no rolled over debt in the capital structure. The company
announced the completion of the acquisition on Jan. 3, 2022."

S&P said, "The combined group will become a global leader in the
pigment market, in our view. Heubach Group (which will remain the
brand name following the acquisition) is the second-largest
manufacturer of organic and inorganic pigments globally, after DIC
Corporation. Besides holding market-leading positions in various
high-performance color pigment classes, the business is also a
leader in pigment preparations and non-toxic anti-corrosive
pigments. We expect these segments will see growth of about 3%-4%
per year through 2025, fueled by megatrends like population growth,
urbanization, and regulatory changes, along with an increasing
public focus on renewable materials, food security and safety, and
sustainability. While we note that competition within the pigment
industry is fierce and the market is highly fragmented, the
consolidation trend may reinforce Heubach's competitive positioning
in the medium term. We also note its complementary portfolio of
businesses and products within the main pigment applications
(plastics, inks, and coatings).

"We believe that Heubach Group has good size and scale, with over
CHF1 billion of annual sales.It also has a diverse geographic
exposure across Europe (about 45% of sales), the Americas (24%),
India and Middle East (14%) and Asia-Pacific (17%). We consider the
customer base diverse, with long tenor from its top 10 customers,
which represent 25% of the group's revenue, and a strong loyalty
track record, underpinned by Heubach's expertise in regulatory
compliance and product stewardship. We view the group's range and
breath of products as a key strength, notwithstanding the exposure
to potentially cyclical sectors, notably industrials and
transportation.

"We believe that Heubach Group's synergy plans are ambitious.With
the acquisition, Clariant Pigments, Heubach, and SK Capital aim to
become a world-leading pigments manufacturer. The business plan
includes important synergies in the manufacturing, commercial,
procurement, and administrative functions. Management has
identified about CHF53 million of probability-weighted synergies,
which already factor in corresponding execution risk. In the medium
term, we believe that Heubach will benefit from the integration of
Clariant Pigments. However, notwithstanding the track record of the
private-equity sponsor and management in delivery of synergies, we
factor in the execution and operational risks that could emerge
from these restructuring plans. The business plan includes sizable
operating costs of over CHF60 million to achieve these synergies,
mainly in 2022 and 2023, which we include in our calculation of
profitability.

"The group's pro forma margins lag those of specialty chemical
peers. We forecast an S&P Global Ratings-adjusted EBITDA margin of
about 9%-10% for the combined group in the coming years, impaired
by the stand-alone integration costs and the costs to achieve
synergies. These margins are below the 12%-20% average range for
the specialty chemical sector. We note that Heubach's pro forma
margins have historically been 9%-11%, hampered by suboptimal
operating leverage and delays in passing through raw materials
costs amid challenging industry conditions. That said, we
acknowledge management's actions to improve profitability in recent
years, with a more efficient pass-through of raw material price
increases, cost-base rationalization, and improved procurement.

"We forecast adjusted leverage of 5.2x-5.5x on the closing of the
transaction.While we view the company's financial profile as highly
leveraged, we believe that leverage is slightly lower than other
transactions we have seen in the sector. We also forecast free
operating cash flows (FOCF) of about CHF15 million-CHF20 million in
2022-2023.

"We believe financial sponsor ownership limits the potential for
leverage reduction over the medium term.Although we do not deduct
cash from debt in our calculation owing to Heubach's private-equity
ownership, we expect that cash could be partly used to fund bolt-on
mergers and acquisitions (M&A) or shareholder remuneration. In the
medium term, the financial sponsor's commitment to maintaining
financial leverage sustainably below 5.0x would be necessary for
rating upside.

"The stable outlook reflects our view that Heubach will start
integrating Clariant Pigments smoothly, while continuing its sales
recovery from the pandemic, with adjusted leverage of about
5.2x-5.5x in 2021-2022."

S&P could lower the rating if:

-- The group experienced margin pressure, for example due to
slower-than-anticipated pass-through of raw material prices to
customers, or due to operational issues from the integration of
Clariant Pigments, leading to limited or negative FOCF;

-- Adjusted debt to EBITDA remained above 6.5x over a prolonged
period;

-- Liquidity pressure arose; or

-- Heubach and its sponsor were to follow a more aggressive
strategy with regard to higher leverage or shareholder returns.

In S&P's view, the probability of an upgrade over our 12-month
rating horizon is limited, given the group's high leverage. For
this reason, S&P could consider raising the rating if:

-- Adjusted debt-to-EBITDA reduced consistently to below 5x;

-- Funds from operations (FFO) to debt increased consistently to
above 12%; and

-- Heubach's management and financial sponsor showed commitment to
lowering and maintaining leverage metrics at these levels.

Environmental, Social, And Governance
ESG credit indicators: E-2, S-2, G-3

S&P said, "Environmental and social factors are an overall neutral
consideration in our credit rating analysis of Heubach. Heubach is
a pioneer in sustainable alternatives to carcinogenic and hazardous
chrome-based anti-corrosive pigments. This side of the business has
higher margins than the rest of the group's operations. The former
Clariant Pigments' business is also a pioneer in the use of
bio-based succinic acid in the production of high-performance
quinacridone, further reducing CO2 emissions. Governance factors
are a moderately negative consideration, as it is for most rated
entities owned by private-equity sponsors. We believe the company's
highly leveraged financial risk profile points to corporate
decision-making that prioritizes the interests of the controlling
owners. This also reflects generally finite holding periods and a
focus on maximizing shareholder returns."




===========
T U R K E Y
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DENIZBANK AS: Fitch Affirms 'B+' LT FC IDR, Outlook Negative
------------------------------------------------------------
Fitch Ratings has affirmed Denizbank A.S.'s Long-Term
Foreign-Currency (LTFC) Issuer Default Rating (IDR) at 'B+' with a
Negative Outlook and Viability Rating (VR) at 'b+'.

The support-driven ratings of the bank's subsidiary, Deniz Finansal
Kiralama A.S. (Deniz Leasing), which are equalised with the
parent's, have also been affirmed.

KEY RATING DRIVERS

IDRS, SENIOR DEBT RATING, SHAREHOLDER SUPPORT RATING (SSR) AND
NATIONAL RATING

The 'B+' LTFC IDR and senior debt rating of of Denizbank are
underpinned by its SSR of 'b+' and the bank's standalone
creditworthiness, as reflected in its VR.

The 'b+' SSR reflects Denizbank's strategic importance to the
bank's 100% owner, UAE based Emirates NBD Bank PJSC (ENBD,
A+/Stable), given the bank's increasing integration and role within
the wider group.

Nevertheless, Fitch's view of government intervention risk caps
Denizbank's LTFC IDR at 'B+', one notch below Turkey's LTFC IDR
(BB-/Negative), and drives the Negative Outlook on the bank. This
reflects Fitch's assessment that weaknesses in Turkey's external
finances would make some form of intervention in the banking system
that would impede banks' ability to service their foreign-currency
(FC) obligations more likely than a sovereign default, given the
country's weak external financing position. Fitch believes
government intervention risk could increase following the latest
market volatility. The Negative Outlook also reflects significant
operating environment risks, which heighten pressure on the VR.

Denizbank's 'BB-' Long-Term Local-Currency (LTLC) IDR, which is
also driven by shareholder support, is one notch above the LTFC
IDR, reflecting Fitch's view of a lower likelihood of government
intervention in local currency (LC). The Outlook on the LTLC IDR is
Negative, mirroring the sovereign Outlook.

The affirmation of Denizbank's National Rating with a Stable
Outlook reflects Fitch's view that the bank's creditworthiness in
local currency relative to other Turkish issuers' is unchanged.

VR

Denizbank's 'b+' VR reflects the bank's reasonable business profile
as a mid-sized Turkish bank (end-9M21: 3.4% of sector assets),
moderate pre-impairment profitability and an adequate funding and
liquidity profile. However, the VR also considers its concentration
in the challenging Turkish operating environment, high, albeit
falling, FC exposures to high-risk sectors, asset-quality metrics
that are weaker than peers', and only adequate core
capitalisation.

Denizbank's VR is higher than the bank's implied VR of 'b', as
Fitch has adjusted it upwards for business profile and/or risk
profile. This reflects Fitch's view that Denizbank's business
profile and risk profile over the long term will have a positive
impact on the bank's financial metrics beyond that currently
captured in the scores.

Downside risks for the VR have increased given heightened market
volatility in Turkey and its implications for the bank's financial
metrics. Fitch revised the outlook on the operating environment
score for Turkish banks to negative in December 2021. Turkish banks
are vulnerable to refinancing risks due to exchange-rate
volatility, FC liquidity risks due to high deposit dollarization,
and asset-quality risks due to high FC lending.

Denizbank's impaired loans (NPL) ratio fell moderately to 6.8% at
end-3Q21, from 7.0% at end-2020, primarily due to nominal loan
growth and write-offs, but continues to underperform both sector
(end-3Q21: 3.6%, unconsolidated basis) and peer averages.
Nevertheless, Fitch considers its assessment of asset quality to
have sufficient headroom at the 'b' level to absorb likely losses
resulting from macroeconomic spillover under Fitch's base case.

However, FC lending is high (43% of gross loans, consolidated
basis), which increases risks to asset quality given the impact of
the sharp lira depreciation on often unhedged borrowers. The bank
also has high exposure to the troubled energy, tourism and
construction sectors (about a quarter of gross loans in total),
which represent a high share of Stage 2 and restructured loans.

However, the share of FC lending has fallen (by a third between
2018-9M21 in US dollar terms) reflecting deleveraging, while the
bank's strategy to increase more granular, retail lending (24% at
end-3Q21) to reduce concentrations in the loan book could also
support asset quality over the medium term. Denizbank's total loan
loss allowances increased materially to 141% of impaired loans at
end-3Q21 (end-2019: 90%), reflecting higher-than-peers coverage of
Stage 2 loans.

Denizbank's operating profit/risk-weighted assets (RWAs) ratio
improved to 2.5% in 9M21 (sector: 1.9%), from 1.2% in 2020, as loan
impairment charges (LICs; 44% of 9M21 pre-impairment operating
profit; 2020: 76%) fell and offset margin pressure. Fitch expects
profitability in 2022 to be supported by the impact of a lower
interest rate environment on funding costs, but inflationary
pressures on operating expenses will offset this to some extent.

Fitch does not expect a significant increase in LICs in 2022, given
Denizbank has materially increased provisioning across problem
exposures in recent years, although operating environment
challenges create risks. In addition, pre-impairment operating
profit (9M21: 5.1% of average loans; annualised) provides a
significant buffer to absorb unexpected credit losses through the
income statement.

Denizbank's common equity Tier 1 (CET1) ratio of 11.3% at end-3Q21
(or 10.9% net of regulatory forbearance) is only adequate for the
bank's risk profile, given high asset-quality risks, credit
concentrations and sensitivity to lira depreciation (due to a high
share of FC loans).

Fitch expects capital ratios to remain under pressure in the near
term, given significant lira depreciation since end-3Q21 and
asset-quality risks. However, Fitch's assessment of capitalisation
is supported by the bank's significant pre-impairment operating
profitability buffer, high reserve coverage of problem loans and
ordinary support from ENBD, in case of need.

Denizbank is primarily funded by granular, retail deposits and its
gross loans/deposits ratio was a reasonable 108% at end-3Q21. Its
share of FC deposits was 54% (unconsolidated, excluding balances at
Denizbank AG), which is broadly in line with the sector average,
but high given potential risks from deposit instability.

The share of FC wholesale funding (end-3Q21: 17%, net of parent
funding) is moderate but increases refinancing risks, given market
volatility and exposure to investor sentiment. Denizbank reported
good liquidity coverage ratios (LCR) at end-3Q21 (total LCR: 181%;
FC LCR: 512%), while its available FC liquidity was sufficient to
cover maturing FC wholesale debt over 12 months plus a moderate
share of FC deposits. Fitch also believes liquidity support would
be available from ENBD, if needed.

RATING SENSITIVITIES

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

-- A downgrade of Turkey's sovereign rating would likely lead to
    similar action on the bank's LTIDRs, SSR and senior debt
    rating. Increased government intervention risk would likely
    also lead to negative action on the bank's ratings.

-- A marked reduction in ENBD's ability and propensity to support
    Denizbank could also result in a downgrade but only if the
    bank's VR is simultaneously downgraded.

-- The bank's VR is primarily sensitive to the Turkish operating
    environment and could be downgraded on a marked deterioration
    as reflected in adverse changes to the lira exchange rate,
    interest rates, and economic growth prospects as well as
    deposit instability or liquidity pressures.

-- In addition, greater-than-expected deterioration of
    Denizbank's asset quality and protracted weakening in
    operating profitability would likely lead to a downgrade of
    the VR. Denizbank's VR would likely be downgraded if the
    bank's CET1 ratio falls and remains below 9% for a sustained
    period or if Fitch views capitalisation as no longer being
    commensurate with the bank's risk profile. A weakening of FC
    liquidity, if not offset by shareholder support, would be
    negative for the VR.

-- The National Rating could be downgraded if the bank's LTLC IDR
    is downgraded and Fitch believes Denizbank's creditworthiness
    had weakened relative to other rated Turkish issuers'.

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

-- An upgrade of the bank's LT IDRs is unlikely in the near term
    given their Negative Outlooks. The Outlook on the LT IDRs
    could be revised to Stable if Fitch believes that the risk of
    government intervention in the banking system has abated, for
    example as a result of greater confidence in the
    sustainability of Turkey's external financing position. A
    significant reduction in intervention risks, likely reflected
    in a sovereign upgrade or resulting from a marked improvement
    in Turkey's net foreign-exchange (FX) reserves position, could
    result in an upgrade.

-- Upside for the VR is limited in the near term by the
    challenging Turkish operating environment and the bank's
    moderate franchise. However, a record of improved and
    resilient financial metrics, notwithstanding tough market
    conditions, and maintaining adequate core capitalisation in
    line with its risk profile would reduce downside risks to the
    VR.

-- The National Rating could be upgraded if Fitch believes
    Denizbank's creditworthiness has improved relative to other
    rated Turkish issuers'.

SUBSIDIARIES & AFFILIATES: KEY RATING DRIVERS

Deniz Leasing's ratings are driven by potential support from the
subsidiary's 100% owner, Denizbank. Fitch's view of parental
support reflects its strategic importance to and close integration
with Denizbank, including the sharing of risk-assessment systems,
customers, branding and management resources.

SUBSIDIARIES AND AFFILIATES: RATING SENSITIVITIES

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

-- The ratings of Deniz Leasing are sensitive to changes in
    Denizbank's ratings. A downgrade of Denizbank's IDRs would
    lead to a downgrade of Deniz Leasing's ratings.

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

-- An upgrade of Denizbank's IDRs would lead to an upgrade of
    Deniz Leasing's ratings.

VR ADJUSTMENTS

The operating environment score of 'b+' for Turkish banks is lower
than the category implied score of 'bb', due to the following
adjustment reason: macroeconomic stability (negative). This
reflects heightened market volatility, high dollarisation and high
risk of FX movements in Turkey.

The business profile score of 'b+' has been assigned below the
implied 'bb' category implied score, due to the following
adjustment reason: business model (negative). This reflects
Denizbank's business model concentration on the high-risk Turkish
market.

BEST/WORST CASE RATING SCENARIO

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

SUMMARY OF FINANCIAL ADJUSTMENTS

An adjustment has been made in Fitch's financial spreadsheets of
Denizbank that has had an impact on its core and complementary
metrics. Fitch has taken a loan that was classified as a financial
asset measured at fair value through profit and loss in the bank's
financial statements and reclassified it under gross loans as Fitch
believes it most appropriate to reflect this exposure.

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.

ING BANK: Fitch Affirms 'B+' LT Foreign-Currency IDR, Outlook Neg.
------------------------------------------------------------------
Fitch Ratings has affirmed ING Bank A.S.'s (INGBT) Long-Term
Foreign-Currency Issuer Default Rating (LTFC IDR) at 'B+'. The
Outlook is Negative. At the same time, the agency has affirmed the
bank's Viability Rating (VR) at 'b+'.

KEY RATING DRIVERS

IDRS, SHAREHOLDER SUPPORT RATING (SSR) AND NATIONAL RATING

The 'B+' LTFC IDR of INGBT is underpinned by both shareholder
support, as reflected in its SSR, and its standalone
creditworthiness, as reflected in its VR.

The 'b+' SSR reflects the bank's strategic importance to 100%
owner, ING Bank N.V. (AA-/Stable; ING), integration and role within
the wider ING group, and small size relative to ING's ability to
provide support, if needed.

Nevertheless, Fitch's view of government intervention risk caps
INGBT's LTFC IDR at 'B+', one notch below Turkey's LTFC IDR
(BB-/Negative) and drives the Negative Outlook on the bank. This
reflects Fitch's assessment that weaknesses in Turkey's external
finances would make some form of intervention in the banking system
that would impede banks' ability to service foreign-currency (FC)
obligations more likely than a sovereign default. Fitch believes
government intervention risk could increase given the latest
heightened market volatility. The Negative Outlook also reflects
significant operating environment risks, which heighten pressure on
the bank's standalone credit profile.

INGBT's 'BB-' Long-Term Local-Currency (LTLC) IDR is also driven by
shareholder support, and is one notch above the LTFC IDR,
reflecting Fitch's view of a lower likelihood of government
intervention in local currency (LC). The Negative Outlook on the
LTLC IDR mirrors the Outlook on the sovereign.

The affirmation of INGBT's National Rating with a Stable Outlook
reflects Fitch's view that the bank's creditworthiness in local
currency relative to other Turkish issuers' is unchanged.

VR

The affirmation of INGBT's VR at 'b+', a level that is in line with
that of the largest, systemically important banks in the sector
despite the bank's only small size, reflects the bank's record of
solid performance, adequate loss-absorption buffers underpinned by
above-peer-average capital ratios, and below-peer-average risk
appetite. However, the VR also considers the concentration of
INGBT's operations in the high-risk Turkish operating environment,
limited franchise, moderate market shares (1% of total sector
assets at end-9M21) and limited competitive advantages.

Downside risks for the VR have increased given heightened market
volatility in Turkey and its implications for the bank's financial
metrics. Fitch revised the outlook on the operating environment
score for Turkish banks to negative in December 2021. Turkish banks
are vulnerable to refinancing risks, due to exchange-rate
volatility, FC liquidity risks due to high deposit dollarisation,
and asset-quality risks due to high FC lending.

INGBT has pursued a conservative growth strategy, deleveraging its
loan book (in foreign-exchange (FX) adjusted terms) between
end-2018 and end-9M21, largely through FC loans. Lending contracted
8% (FX-adjusted basis) in 9M21, with LC and FC loans shrinking 11%,
and 4% (FX adjusted), respectively.

Nevertheless, FC lending remains high (end-9M21: 45% of gross
loans) and above sector-average (36%), despite deleveraging. This
heightens credit risks given not all borrowers will be fully hedged
against lira depreciation, in Fitch's view. However, INGBT adopts a
cautious approach to FC lending, primarily targeting exporters,
borrowers with international operations generating FX revenue, or
borrowers with robust financial positions and hedges in place.

INGBT's impaired loans (NPL) ratio improved slightly to 4.9% at
end-9M21 (2020: 5.1%), despite contracting gross loans, due to
strong collections. Stage 2 loans comprised 15.2% of gross loans,
having declined significantly in recent years (2018: 24%).
Asset-quality metrics, including an above-sector-average NPL ratio
(sector: 3.6%), should partly be viewed in light of its
below-sector-average loan growth in recent years and conservative
classification approach that is in line with ING Group standards.

Impaired loans were 74% covered by specific reserves at end-9M21
(sector: 78%). Including Stage 1 and Stage 2 reserves, total
reserves coverage was 95%, significantly below the sector average
(142%), reflecting reliance on collateral. Stage 2 reserves
coverage was 4.4%.

The bank's operating profit/risk-weighted assets (RWAs) rose to
2.8% at end-9M21 (sector: 1.9%), from 1.9% at end-2020, reflecting
margin expansion from loan repricing in the higher interest-rate
environment and a recovery in fee income. Cost growth was also
muted, reflecting sound cost control, and loan impairment charges
(LICs) fell materially (9M21: equal to -4.5% of pre-impairment
operating profit, down from 41.1% in 2020). However, inflationary
pressures are set to weigh on costs for the foreseeable future.

Capitalisation is a relative strength and provides an adequate
loss-absorption buffer to absorb risks under Fitch's base case.
Fitch believes ordinary capital support from ING Bank N.V. would be
forthcoming, in case of need.

INGBT's common equity Tier 1 (CET1) ratio of 18.8% at end-9M21
(excluding uplift from forbearance) was significantly above the
peer average, while the bank's 19.7% total capital ratio was
significantly above the 12% recommended regulatory minimum.
Pre-impairment operating profit (9M21: equal to 3.2% of average
loans; annualised) provides a moderate buffer to absorb unexpected
credit losses through the income statement. However, capital ratios
remain sensitive to lira depreciation and asset-quality risks. The
bank repaid USD530 million in total of FC subordinated debt to its
parent in 1H21, which previously provided a partial hedge against
lira depreciation.

INGBT is largely deposit-funded (end-9M21: 78% of total funding)
and its deposit base is fairly granular, reflecting a high
proportion of retail deposits (75% in total). Customer deposit
growth, combined with loan deleveraging and a reduction in largely
group sourced wholesale funding in recent years, drove an
improvement in gross loans-to-deposits to 95% at end-9M21 from 113%
at end-2020, and an exceptionally high 163% at end-2018. Group
funding comprised 10% of total funding at end-9M21 (end-9M20: 23%).
External FC debt was a moderate 8% of total funding.

The bank's available FC liquidity - comprising cash, maturing FX
swaps, interbank balances (including balances placed with the
Central Bank of Turkey), and government securities - fully covered
short-term non-deposit FC liabilities falling due within a year at
end-9M21. Fitch views refinancing risk as manageable, given INGBT's
moderate external debt exposure and potential support from the
bank's shareholder. Nevertheless, FC liquidity could come under
pressure from deposit instability, given high, though below
sector-average, dollarisation (end-9M21: 46% of customer deposits),
or from a prolonged loss of market access.

RATING SENSITIVITIES

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

-- The bank's LT IDRs and SSR are primarily sensitive to a change
    in Turkey's sovereign rating or in Fitch's view of government
    intervention risk in the banking sector. A sovereign
    downgrade, particularly if triggered by further weakening in
    Turkey's external finances or in the country's FX reserves, or
    an increase in intervention risk, would likely result in a
    downgrade of INGBT's LT IDRs.

-- A marked reduction in ING's propensity or ability to support
    INGBT could also result in a downgrade, but only if the bank's
    VR is simultaneously downgraded.

-- The bank's VR is primarily sensitive to the Turkish operating
    environment and could be downgraded, due to marked
    deterioration as reflected in adverse changes to the lira
    exchange rate, interest rates, and economic growth prospects,
    or deposit instability or liquidity pressures.

-- In addition, greater-than-expected deterioration of INGBT's
    asset quality and operating profitability, particularly if
    this leads to an erosion of capital buffers, or a weakening of
    the bank's FC liquidity, if not offset by shareholder support,
    would likely lead to a downgrade of the VR.

-- The National Rating could be downgraded if the bank's LTLC IDR
    is downgraded or if Fitch believes INGBT's creditworthiness
    has weakened relative to other rated Turkish issuers'.

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

-- An upgrade of the bank's LT IDRs is unlikely in the near term
    given the Negative Outlooks. The Outlook on the LT IDRs could
    be revised to Stable if Fitch believes that the risk of
    government intervention in the banking system has abated, for
    example as a result of greater confidence in the
    sustainability of Turkey's external financing position.

-- A significant reduction in intervention risk, particularly if
    reflected in a sovereign upgrade and a marked improvement in
    Turkey's net FX reserves, could result in an upgrade.

-- Upside for the VR is limited in the near term in by the
    challenging Turkish operating environment and the bank's
    limited franchise. However, a record of resilient financial
    metrics, notwithstanding the tough market conditions, and an
    improvement in asset quality and profitability metrics would
    reduce downside risks to the VR.

-- The National Rating could be upgraded if Fitch believes
    INGBT's creditworthiness has improved relative to other rated
    Turkish issuers'.

VR ADJUSTMENTS

The operating environment score of 'b+' for Turkish banks is lower
than the category implied score of 'bb', due to the following
adjustment reason: macroeconomic stability (negative). This
reflects heightened market volatility, high dollarisation and high
risk of FX movements in Turkey.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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.

QNB FINANSBANK: Fitch Affirms 'B+' LT FC IDR, Outlook Negative
--------------------------------------------------------------
Fitch Ratings has affirmed QNB Finansbank A.S.'s (QNBF) Long-Term
Foreign-Currency (LTFC) Issuer Default Rating (IDR) at 'B+' with a
Negative Outlook and Viability Rating (VR) at 'b+'.

The support-driven LTFC IDRs of the bank's subsidiaries, QNB Finans
Finansal Kiralama A.S. (QNB Finansleasing) and QNB Finans Faktoring
A.S. (QNB Faktoring), which are equalised with that of their
parent, have also been affirmed.

KEY RATING DRIVERS

IDRS, SENIOR DEBT RATING, SHAREHOLDER SUPPORT RATING (SSR) AND
NATIONAL RATING

The 'B+' LTFC IDR and senior debt rating of QNBF are underpinned by
both shareholder support, as reflected in its SSR, and its
standalone creditworthiness, as reflected in its VR.

The 'b+' SSR reflects QNBF's strategic importance as a key
subsidiary to 99.9% owner, Qatar National Bank (Q.P.S.C.) (QNB;
A+/RWN), integration with and role within the wider QNB group and
manageable size relative to QNB's ability to provide support, if
needed. Integration with the wider group has increased in the risk
management-and-control environment.

Nevertheless, Fitch's view of government intervention risk caps
QNBF's LTFC IDR at 'B+', one notch below Turkey's LTFC IDR (BB-/
Negative) and drives the Negative Outlook on the bank. This
reflects Fitch's assessment that weaknesses in Turkey's external
finances would make some form of intervention in the banking system
that would impede banks' ability to service their foreign-currency
(FC) obligations more likely than a sovereign default. Fitch
believes government intervention risk could increase following the
latest market volatility. The Negative Outlook also reflects
significant operating environment risks, which heighten pressure on
the bank's standalone credit profile.

QNBF's 'BB-' Long-Term Local-Currency (LTLC) IDR is also driven by
shareholder support and is one notch above the bank's LTFC IDR,
reflecting Fitch's view of a lower likelihood of government
intervention in local currency (LC). The Negative Outlook on the
LTLC IDR mirrors the sovereign Outlook.

The affirmation of QNBF's National Rating with a Stable Outlook
reflects Fitch's view that the bank's creditworthiness in local
currency relative to other Turkish issuers' is unchanged.

VR

QNBF's 'b+' VR is in line with that of the largest, systemically
important banks in the sector despite the bank's limited size. The
VR considers the bank's record of adequate profitability metrics,
which is balanced by the concentration of operations in the
challenging Turkish operating environment, which exposes the bank
to market volatility and political and geopolitical uncertainty. It
also considers the bank's fairly thin capital buffers.

Downside risks for the VR have increased, given QNBF's exposure to
Turkish operating environment risks and their implications for the
bank's financial metrics. Fitch revised the outlook on the
operating environment score for Turkish banks to negative in
December 2021. Turkish banks are vulnerable to refinancing risks
due to exchange-rate volatility, FC liquidity risks due to high
deposit dollarisation, and asset-quality risks due to high FC
lending.

QNBF has a moderate franchise (end-9M21: 4% share of sector assets;
unconsolidated basis) and only limited competitive advantages,
servicing corporate and commercial customers (a segment where it is
looking to increase its market shares), small and medium-sized
companies (SMEs, which are highly sensitive to the macro outlook)
and retail customers.

QNBF grew lending by 12% in 9M21 (foreign-exchange (FX)-adjusted
basis; sector: 6%), despite operating environment pressures,
reflecting opportunistic FC lending (up 6%; sector: -1%) including
loans to exporters and short-term working capital facilities, but
also above-sector average LC loan growth (up 15%; sector: 10%) to
SMEs and the unsecured retail segment (general-purpose loans and
credit cards).

The bank's impaired loans (NPL) ratio improved to 4.5% at end-9M21
(sector: 3.6%) from 6% at end-2020, reflecting nominal loan growth,
but also lower NPL inflows and write-offs. Stage 2 loans were
fairly high (8.7% of gross loans at end-9M21), though below peers',
and about 56% were restructured. Total reserve coverage of NPLs was
solid (end-9M21: 134%; sector: 142%), underpinned by above-average
reserves coverage of both NPLs (79%; sector: 78%) and Stage 2 loans
(19%).

Asset-quality risks are heightened by QNBF's exposure to the
troubled construction and real estate (including shopping malls)
and tourism sectors (approximately 11% of gross loans in total),
and high FC lending (end-9M21: 34%; sector: 36%), given that not
all borrowers will be fully hedged against lira depreciation. FC
lending includes significant project finance (end-9M21: around 20%
of gross loans), comprising long-term, slowly amortising exposures,
where asset-quality problems would feed through only gradually.
However, project-finance loans are around 60% covered by state
guarantee, partly mitigating credit risk.

Project finance comprises public-private-partnership loans (PPPs,
48%, largely under state government revenue-and-debt assumption
guarantees), energy loans (16%, including renewable energy projects
eligible for government-guaranteed feed-in tariffs set in US
dollars) and real-estate projects (26%).

QNBF's operating profit/risk-weighted assets (RWA) rose to an above
sector-average 2.1% (annualised) at end-9M21 (sector: 1.9%),
despite a tightening in its net interest margin due to higher
funding costs, underpinned by higher loan volumes and fee income,
and lower loan impairment charges (LICs). LICs fell to 33% of
pre-impairment operating profit in 9M21 (2020: 44%), but are
sensitive to asset-quality weakening given the challenging
operating environment.

The bank's cost efficiency ratios under-perform the sector (9M21
cost/income at 42%; sector: 37%), reflecting a lack of economies of
scale but are broadly in line with medium-sized peers'. Cost
control has been underpinned by cost optimisation and network
rationalisation measures, but inflationary pressures are set to
weigh on costs for the foreseeable future.

Core capitalisation (end-9M21: common equity Tier 1 (CET1) ratio of
9.8%, including 27bp forbearance uplift) is weak for the bank's
risk profile, growth appetite, sensitivity to lira depreciation
(resulting from the inflation of FC RWAs) and asset-quality risks.
The total regulatory capital ratio is stronger at 14.5%, above the
12% regulatory minimum, supported by FC subordinated debt from QNB,
which provides a partial hedge against lira depreciation. NPLs are
fully covered by total reserves and pre-impairment operating profit
(9M21: 3.9% of average loans; annualised) provides a reasonable
buffer to absorb unexpected credit losses through the income
statement.

QNBF is mainly deposit-funded (9M21: 69% of total funding).
Deposits are sticky despite being contractually short term,
reflecting a high share (71%) of fairly granular retail accounts.
Customer deposits rose 15% in FX-adjusted terms in 9M21, mainly
driven by LC deposits. The bank's share of FC deposits declined to
a still high 56% (2020: 62%), broadly in line with the
sector-average (55%) at end-9M21. QNBF's above-sector-average
loans/deposit ratio of 116% (end-9M21) reflects reliance on
wholesale funding. FC wholesale funding comprised 25% of total
funding at end-9M21, or a still high 21%, net of parent funding.

Available FC liquidity (mainly comprising of FX swaps) adequately
covered the bank's short-term liabilities maturing within one year
at end-9M21. Refinancing risks are also mitigated by potential
liquidity support from QNB. However, FC liquidity could come under
pressure from a prolonged loss of market access or FC deposit
instability.

RATING SENSITIVITIES

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

-- QNBF's LT IDRs, senior debt rating and SSR are primarily
    sensitive to a change in Turkey's sovereign rating and Fitch's
    view of government intervention risk in the banking sector. A
    sovereign downgrade, particularly if triggered by further
    weakening in Turkey's external finances or in the country's FX
    reserves, or an increase in intervention risk, would likely
    result in a downgrade of QNBF's LT IDRs.

-- A marked reduction in QNB's ability and propensity to support
    QNBF could also result in a downgrade but only if the bank's
    VR is simultaneously downgraded.

-- The bank's VR is primarily sensitive to the Turkish operating
    environment and could be downgraded due to marked
    deterioration as reflected in adverse changes to the lira
    exchange rate, interest rates, and economic growth prospects
    or deposit instability or liquidity pressures.

-- In addition, greater-than-expected deterioration of QNBF's
    asset quality and a protracted weakening in operating
    profitability would likely lead to a downgrade of the VR.
    QNBF's VR would likely be downgraded if the CET1 ratio falls
    and remains below 9% for a sustained period or if Fitch views
    capitalisation as no longer being commensurate with the bank's
    risk profile. A prolonged funding market closure or
    significant deposit instability that weakens liquidity would
    be negative for the VR.

-- The National Rating could be downgraded if the bank's LTLC IDR
    is downgraded and Fitch believes QNBF's creditworthiness has
    weakened relative to other rated Turkish issuers'.

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

-- An upgrade of the bank's LT IDRs is unlikely in the near term
    given their Negative Outlooks. The Outlook on the LT IDRs
    could be revised to Stable if Fitch believes that the risk of
    government intervention in the banking system has abated, for
    example as a result of greater confidence in the
    sustainability of Turkey's external financing position. A
    significant reduction in intervention risk, likely reflected
    in a sovereign upgrade or resulting from a marked improvement
    in Turkey's net FX reserves position, could result in an
    upgrade.

-- Upside for the VR is limited in the near term by the
    challenging Turkish operating environment and the bank's
    moderate franchise. However, a record of resilient financial
    metrics notwithstanding tough market conditions, an
    improvement in asset-quality metrics and a strengthening of
    core capitalisation would reduce downside risks to the VR.

-- The National Rating could be upgraded if Fitch believes QNBF's
    creditworthiness has improved relative to other rated Turkish
    issuers'.

SUBSIDIARIES & AFFILIATES: KEY RATING DRIVERS

QNB Faktoring and QNB Finansleasing's ratings are driven by
potential support and equalised with QNBF's ratings. Fitch's view
of parental support reflects their strategic importance to and
close integration with QNBF, including the sharing of
risk-assessment systems, customers, branding and management
resources.

SUBSIDIARIES AND AFFILIATES: RATING SENSITIVITIES

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

-- The ratings of QNB Finansleasing and QNB Faktoring are
    sensitive to changes in QNBF's ratings. A downgrade of QNBF's
    IDRs would lead to a downgrade of QNB Finansleasing's and QNB
    Faktoring's ratings.

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

-- An upgrade of QNBF's IDRs would lead to an upgrade of QNB
    Finansleasing's and QNB Faktoring's ratings.

VR ADJUSTMENTS

The operating environment score of 'b+' for Turkish banks is lower
than the category implied score of 'bb', due to the following
adjustment reason: macroeconomic stability (negative). This
reflects heightened market volatility, high dollarisation and high
risk of FX movements in Turkey.

The business profile score of 'b+' has been assigned below the
implied 'bb' category implied score, due to the following
adjustment reason: business model (negative). This reflects QNBF's
business model concentration on the high-risk Turkish market.

BEST/WORST CASE RATING SCENARIO

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

SUMMARY OF FINANCIAL ADJUSTMENTS

An adjustment has been made in Fitch's financial spreadsheets of
QNBF that had an impact on core and secondary metrics. Fitch has
taken a loan that was classified as a financial asset measured at
fair value through profit and loss in the bank's financial
statements and reclassified it under gross loans as Fitch believes
this most appropriate to reflect the exposure.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

All IDRs of the rated entities are either driven or underpinned by
shareholder support from their respective shareholders.

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.

TURK EKONOMI: Fitch Affirms 'B+' Foreign-Currency IDR, Outlook Neg.
-------------------------------------------------------------------
Fitch Ratings has affirmed Turk Ekonomi Bankasi A.S.'s (TEB)
Long-Term Foreign-Currency (LTFC) Issuer Default Rating (IDR) at
'B+' with a Negative Outlook and Viability Rating (VR) at 'b+'.

KEY RATING DRIVERS

IDRS, SENIOR DEBT RATING, SHAREHOLDER SUPPORT RATING (SSR) AND
NATIONAL RATING

TEB's 'B+' LTFC IDR and senior debt rating are underpinned by
standalone creditworthiness, as reflected by its VR, and potential
institutional support from its majority owner, BNP Paribas S.A.
(BNPP; A+/Stable), as reflected in the bank's 'b+' Shareholder
Support Rating.

Fitch's view of shareholder support reflects TEB's strategic
importance to, integration with and role within the wider BNPP
group and small size relative to BNPP's ability to provide support.
TEB is 55%-owned, but fully controlled, by TEB Holding, in which
BNP Paribas Fortis (BNPPF; A+/Stable) has a 50% stake. TEB is fully
consolidated by BNPPF, a core subsidiary of BNPP. BNPP ultimately
holds a 72.5% stake in TEB, including a 23.5% stake held directly.

Fitch's view of government intervention risk caps the bank's LTFC
IDR at 'B+', one notch below Turkey's LTFC IDR (BB-/Negative), and
drives the Negative Outlook on the bank. This reflects Fitch's
assessment that weaknesses in Turkey's external finances would make
some form of intervention in the banking system that would impede
banks' ability to service their foreign-currency (FC) obligations
more likely than a sovereign default, given the weak external
financing position. Fitch believes government intervention risk
could increase following the latest market volatility. The Negative
Outlook also reflects significant operating environment risks,
which heighten pressure on the VR.

TEB's 'BB-' Long-Term Local-Currency (LTLC) IDR, is also driven by
shareholder support. It is one notch above its LTFC IDR, reflecting
Fitch's view of a lower likelihood of government intervention that
would impede the bank's ability to service obligations in local
currency (LC). However, the Outlook on the LTLC IDR is also
Negative, mirroring the sovereign Outlook.

The affirmation of TEB's National Rating with a Stable Outlook
reflects Fitch's view that the bank's creditworthiness in LC
relative to other Turkish issuers remains unchanged.

VR

The affirmation of TEB's VR at 'b+' considers the bank's reasonable
business profile, although it has only a modest franchise
(end-3Q21: 2% of banking sector assets), reasonable asset quality
with significantly below sector average FC lending, stable and
adequate profitability through the cycle and adequate funding and
liquidity profile. However, the VR also reflects TEB's
concentration in the challenging Turkish operating environment,
high exposure to the fairly high-risk SME segment (end-3Q21: 33% of
gross loans at end-3Q21) and only adequate core capitalisation for
its risk profile.

Downside risks for the VR have increased, given heightened market
volatility in Turkey and the implications for the bank's financial
metrics. Fitch revised the outlook on the operating environment
score for Turkish banks to negative in December 2021. Turkish banks
are vulnerable to refinancing risks due to exchange-rate
volatility, FC liquidity risks due to high deposit dollarisation
and asset quality risks due to high sector FC lending.

TEB has historically pursued a fairly conservative growth strategy
typically reporting below sector average loan growth. However,
lending grew by 13% in 9M21 (sector: 12%) despite operating
environment pressures, including a rise in FC lending (end-9M21: up
15% in USD), following three consecutive years of FC loan book
contraction. TEB continues to report one of the lowest shares of FC
lending (end-9M21: 18%) in the sector and exposure to long-term FC
investment and project finance loans is limited. Nevertheless, FC
lending increases credit risks, given that not all borrowers are
likely to be fully hedged against lira depreciation.

SME exposure increases asset quality risks, given the segment's
sensitivity to macro volatility, as does the bank's exposure to the
troubled construction and real estate (4% of loans) and energy (4%)
sectors. One-third of loans consist of retail lending, mainly
concentrated in general purpose loans (about 70% or one-fifth of
total lending). These are all in Turkish lira and fixed rate,
somewhat mitigating credit risks, but the portfolio is sensitive to
unemployment.

TEB's impaired loans (NPL) ratio fell to 3.1% at end-3Q21 (sector:
3.6%), from 4.1% at end-2020, despite operating environment
pressures, primarily reflecting high nominal loan growth (up 13% in
9M21), recoveries, NPL sales and write offs. TEB reported fairly
high, albeit below peer average, Stage 2 loans at end-3Q21 (9.4% of
loans; about one-fifth restructured), which could migrate to Stage
3 as loans season. Fitch believes the bank has sufficient tolerance
at its current rating to absorb likely asset quality weakening
under Fitch's base case, despite operating environment weakness.

Total reserves coverage of impaired loans was below the sector
average at 120%, partly reflecting TEB's focus on SME, and
therefore collateralised lending.

Profitability is moderate (9M21: operating profit/risk-weighted
assets (RWA) of 1.8%), despite a high cost base that is set to rise
further amid inflationary pressures, and the bank has limited
economies of scale (costs/assets of 2.8%). In 9M21, bottom line
profitability was supported by a provisions reversal, but Fitch
believes loan impairment charges are likely to increase in 2022.
The bank reports an above-sector average net interest margin (NIM;
9M21: 5.5%), despite fairly high funding costs, reflecting its
focus on higher-margin SME lending. The NIM should benefit from the
lira rate cuts in the short term, due to short-term repricing
nature of deposits.

Fitch views TEB's core capitalisation as only adequate for its risk
profile, internal capital generation and asset quality pressures.
The common equity Tier 1 (CET1) ratio decreased to 11.3% at
end-3Q21 (from 12.7% at end-2020), including the regulatory
forbearance. The total regulatory capital was more comfortable at
16.7% (including forbearance) supported by FC subordinated Tier 2
debt from BNPP, which provides a partial hedge against potential
lira depreciation.

Capitalisation remains sensitive to lira depreciation (due to the
inflation of FC RWAs), asset quality weakening and weaker
profitability, but it should remain adequate, given moderate
buffers over minimum requirements and adequate NPL reserves
coverage. Pre-impairment operating profit (9M21: 1.9% of average
loans; 2020: 2.2%) provides an adequate buffer to absorb losses
through the income statement.

TEB is largely deposit-funded (77% of total funding at end-3Q21)
and its loans/deposits ratio (97%) outperforms peers' and the
sector average. Customer deposits, primarily from retail customers,
are sticky despite being contractually short term and fairly
granular, although FC deposits are significant (end-9M21: about
45%; sector: 55%). Nevertheless, wholesale funding is fairly high
(23% of total funding) and largely in FC. Net of group funding it
was a moderate 10% of total funding.

TEB reports good liquidity metrics (liquidity coverage ratio (LCR)
at end-3Q21: 182%; FC LCR: 507%). At end-3Q21 available FC
liquidity (mainly FC swaps with the Central Bank of Turkey) was
sufficient to cover maturing FC wholesale debt over 12 months plus
a moderate share of FC deposits. Fitch believes refinancing risks
at the bank should be manageable, given low FC debt exposure, good
FC liquidity and potential liquidity support from BNPP. However, FC
liquidity could come under pressure from a change in investor
sentiment, FC deposit instability or a prolonged loss of market
access.

RATING SENSITIVITIES

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

-- A downgrade of Turkey's sovereign rating would likely lead to
    similar action on the bank's LT IDRs, SSR and senior debt
    rating. Increased government intervention risk would likely
    also lead to negative rating action on the bank.

-- A marked reduction in BNPP's ability and propensity to support
    TEB could also result in a downgrade but only if the bank's VR
    was simultaneously downgraded.

-- The bank's VR is primarily sensitive to the Turkish operating
    environment and could be downgraded due to a marked
    deterioration, as reflected in adverse changes to the lira
    exchange rate, interest rates, and economic growth prospects
    as well as deposit instability or liquidity pressures.

-- In addition, a greater than expected deterioration of TEB's
    asset quality and a protracted weakening in operating
    profitability could lead to a downgrade of the VR. The
    headroom at the current VR level would reduce and TEB's VR
    would likely be downgraded, if its CET1 ratio fell and
    remained below 9% for a sustained period or if Fitch viewed
    capitalisation as no longer commensurate with the bank's risk
    profile.

-- The National Rating could be downgraded if the bank's LTLC IDR
    was downgraded and Fitch believed TEB's creditworthiness had
    weakened relative to other rated Turkish issuers.

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

-- An upgrade of the bank's LT IDRs is unlikely in the near term
    given the Negative Outlooks. The Outlook on the LT IDRs could
    be revised to Stable if Fitch believes that the risk of
    government intervention in the banking system has abated, for
    example as a result of greater confidence in the
    sustainability of Turkey's external financing position.

-- A significant reduction in intervention risks, likely
    reflected in a sovereign upgrade or resulting from a marked
    improvement in Turkey's net FX reserves position, could result
    in an upgrade.

-- Upside for the VR is limited in the near term in light of the
    challenging Turkish operating environment and the bank's
    moderate franchise. However, a record of resilient financial
    metrics notwithstanding operating environment volatility would
    reduce downside risks to the VR.

-- The National Rating could be upgraded if Fitch believed TEB's
    creditworthiness improved relative to other rated Turkish
    issuers.

VR ADJUSTMENTS

The operating environment score of 'b+' for Turkish banks is lower
than the category implied score of 'bb', due to the following
adjustment reason: macroeconomic stability (negative). This
reflects heightened market volatility, high dollarisation and high
risk of foreign-exchange movements in Turkey.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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.



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

GO-AHEAD GROUP: Moody's Withdraws 'Ba1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Go-Ahead
Group plc including its Ba1 corporate family rating and its Ba1-PD
probability of default rating, as well as the Ba1 rating of its
backed senior unsecured notes due 2024. Prior to the withdrawal,
the ratings were on review for downgrade. The outlook has changed
to ratings withdrawn from ratings under review.

This rating action follows Go-Ahead's announcement on January 2022
24, that the publication of its audited financials for the year
ended July 3, 2021 will be delayed again to the end of February
2022[1]. This is the fourth delay in the release of Go-Ahead's
audited accounts following previous announcements in August,
September and December. It follows Go-Ahead's earlier announcement
that the accounting and legal independent review regarding the
Southeastern franchise found that serious errors were made by
London & South Eastern Railway Ltd (LSER, 65% owned by Go-Ahead)
with respect to its engagement with the Department for Transport
(DfT). Also, as expected, Go-Ahead's shares and bond were suspended
from trading on January 4, 2022 pending finalisation of results for
the year ended July 3, 2021.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings because it believes it
has insufficient or otherwise inadequate information to support the
maintenance of the ratings.

Go-Ahead is a UK-based bus and rail operator. It is largely focused
on the domestic market and has three core segments: London bus, UK
regional bus and UK rail. For the last twelve months ending January
2021, Go-Ahead generated revenues of GBP4.0 billion and an EBITDA
of GBP590 million (inclusive of IFRS 16).

LEND & BORROW: Set to Surrender FCA License Before Liquidation
--------------------------------------------------------------
Kathryn Gaw at Peer2Peer Finance News reports that Lend & Borrow
Trust is set to surrender its regulatory permissions before going
into liquidation.

The precious metals-backed peer-to-peer lending platform was
authorised by the Financial Conduct Authority (FCA).

According to the company's most recent statement of accounts,
during its final year of trading it saw its losses widen from
GBP1,650,244 in 2020 to GBP1,815,616 in 2021, Peer2Peer Finance
News discloses.

By the end of September 2021, the company owed GBP21,152, while a
further GBP62,000 was owed to its parent company Goldmoney,
Peer2Peer Finance News states.

Canadian investment firm Goldmoney acquired Lend & Borrow Trust in
2019 for an undisclosed amount, Peer2Peer Finance News recounts.

Lend & Borrow Trust allowed investors to fund loans secured by
physical precious metals such as gold and silver.  According to
Goldmoney, by August 2019 Lend & Borrow Trust had financed GBP16.5
million of fully reserved precious metal loans with a minimum
interest rate of 3.75%, Peer2Peer Finance News notes.

The platform's final financial statement showed that the cost of
storing precious metals had risen dramatically for the firm, from
GBP17,053 in 2020 to GBP72,801 in 2021, Peer2Peer Finance News
relates.  These storage fees were covered by Goldmoney, according
to Peer2Peer Finance News.

"The company has ceased trading and will be surrendering its FCA
licence at the end of January 2022," Peer2Peer Finance News quotes
the directors as saying.

"The directors intend to liquidate the company as soon as the
licence has been surrendered, therefore on this basis, the company
is no longer considered a going concern."


MOTO VENTURES: Fitch Affirms Then Withdraws 'B-' IDR, Outlook Pos.
------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Moto Ventures Limited's
(Moto) Long-Term Issuer Default Rating (IDR) to Positive from
Stable. The IDR has been affirmed at 'B-' and withdrawn. Fitch has
also withdrawn the 'CCC' second-lien debt instrument rating
following its repayment as part of a new financing transaction.

The revision of the Outlook to Positive reflects the resolved
refinancing risk, continued recovery in trading, Moto's robust
business model with stable underlying earnings, improved financial
flexibility, and still high leverage, albeit expected to reduce to
around 7.5x over the next 12-18 months under Fitch's assumptions.

Fitch will not re-rate the group based on the new extended capital
structure, and will no longer provide ratings or analytical
coverage of Moto.

Fitch has withdrawn Moto's IDR for commercial reasons.

KEY RATING DRIVERS

Refinancing Risk Resolved: Moto has signed a new GBP835 million
financing package, which will refinance all of its prior
indebtedness. This removes the high refinancing risk associated
with maturities in 2022. The new financing will add around GBP75
million incremental financial debt, which Fitch assumes will be
drawn gradually. The new debt package provides Moto with additional
financial flexibility, but Fitch has not analysed all of its
details.

High Leverage: Fitch estimates that Moto's leverage will increase
slightly against Fitch's previous rating case to just below 7.5x in
FY22, under the assumption that the incremental funding is used to
fund capex and drawn over three years. This assumption is aligned
with Moto reinstating growth capex, given signs of recovery. Fitch
expects dividend reinstatement if cash flow and financing
arrangements permit. Fitch expects leverage at around 8.0x in FY21,
trending towards 7.0x over the rating horizon.

Continued Recovery in 3Q21: Performance in 3Q21 was ahead of
Fitch's forecast, albeit helped by the fuel crisis at the end of
the quarter. Non-fuel revenues remained around 16% below 2019
levels. Fitch's 2021 EBITDA forecast for Moto is around 20% below
the 2019 level. According to management, hybrid working is not
having a material impact on traffic levels, which were just 4%
below pre-pandemic levels in September 2021. Non-fuel sales are yet
to fully recover.

Quasi-Infrastructure Asset, Stable Operations: The rating remains
supported by Moto's intrinsically stable business model, given its
exposure to less discretionary motorway travel retail (although
still linked to GDP and traffic volumes), its largest national
network of motorway service areas (MSAs), a favourable regulatory
environment, and a well-managed franchise portfolio. This is
reflected in structurally stable operating cash flow generation and
low underlying maintenance needs, which support Moto's credit
profile.

Steady Longer-Term Recovery: Fitch expects non-fuel 2022 revenues
(excluding catering and forecourt) to remain around 3% below 2019
levels on a like-for-like basis, due to slow GDP recovery, followed
by single-digit growth in the following three years. Fitch expects
catering to reach 2019 levels in 2022, with gross margin supported
by its growing investment in catering amenities, which Moto
operates under franchises from retailers, such as Greggs, Burger
King, and WH Smith. The strategic locations, revenue mix and
continued effort in productivity improvement are contributing to
profitability that is ahead of peers.

DERIVATION SUMMARY

Moto's rating remains anchored around its robust business model
reflected in its long-dated infrastructure-like asset base. The
business has been temporarily disrupted by the pandemic. Fitch
expects Moto's performance to be relatively resilient through the
cycle, reflecting the less-discretionary nature of motorway
customers. Most of these features are also present in Autobahn Tank
& Rast GmbH, Germany's largest MSA operator. Moto's owner/operator
business model provides high flexibility to manage and control all
commercial activity at its sites, but leads to lower profit margins
and weaker free cash flow (FCF) than Tank & Rast.

Both Moto and EG Group Limited (B-/Stable) rely on non-fuel
operations to improve margins, and have high leverage. EG Group has
better geographical diversification than Moto's concentration in
the UK, even though Moto remains strategically positioned in more
protected motorway locations. Both Moto and EG Group have pursued
aggressive financial policies that influence their ratings. For
Moto, this was reflected in regular dividend distributions
pre-pandemic which were partly covered by FCF. EG Group has
followed an aggressive debt-funded M&A strategy that relies on
synergy realisation to ensure long-term deleveraging.

KEY ASSUMPTIONS

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

-- Continued recovery in trading with unchanged assumptions from
    the previous rating case;

-- EBITDA of around GBP110 million in 2022;

-- Capex at around GBP50 million per year in 2022 to 2025;

-- Gradual drawdown of incremental available financing (GBP75
    million) over 2022 to 2024;

-- Shareholder distributions resuming at GBP45 million from 2022
    onwards.

RATING SENSITIVITIES

Not applicable

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: Fitch views Moto's liquidity as
satisfactory. Moto reported around GBP50 million cash balance at
the end of 3Q21 and has just refinanced its whole debt at a higher
level, providing it with additional financial flexibility. Fitch
has not reviewed the financing structure or had access to
documentation.

ISSUER PROFILE

Moto is the largest MSA operator in the UK based on the number of
locations and revenue.

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. Following the withdrawal of ratings for
Moto, Fitch will no longer be providing the associated ESG
Relevance Scores.

SOUTH WEST COMPUTER: DCW Acquires Assets Following Liquidation
--------------------------------------------------------------
Matthew Ord at Insider Media reports that commercial waste
management specialist DCW has acquired the assets of electrical
recycling company South West Computer Recycling.

After Somerset-based SWCR, trading as WEEE Disposal, went into
liquidation, DCW made the purchase in a move allowing it to extend
the reach of its Waste Electrical and Electronic Equipment (WEEE)
recycling service nationwide, Insider Media relates.

By incorporating WEEE Disposal's Wellington depot into the DCW
business, the family-run outfit now operates from five locations
across the South West including Exeter, Plymouth, Taunton and St.
Austell, Insider Media discloses.

DCW has also welcomed 13 employees, Insider Media states.



[*] UK: GBP500MM Covid Loans Given to Cos That Later Went Bust
--------------------------------------------------------------
Andrew Buckwell at Mirror reports that up to GBP500 million in
Bounce Back loans were given to companies which then went bust.

According to Mirror, almost 10,000 businesses have stopped trading
or gone into administration after taking taxpayer-funded cash to
help them in the pandemic.

The staggering sum is on top of the GBP5.8 billion extracted by
fraudsters from the emergency Covid schemes like furlough and Eat
Out To Help Out, Mirror notes.

The new details emerged after the minister for counter-fraud, Lord
Agnew, resigned in anger at the Government's inability to tackle
scams, Mirror relays.

The Insolvency Service said it had identified 9,733 companies in
England, Wales and Scotland that became insolvent between last May
and October after getting a Bounce Back loan, according to Mirror.

The bank loans, which were fully guaranteed by the Government, were
intended to compensate firms for reduced trade during lockdowns,
Mirror sates.

Bosses could apply for up to GBP50,000 or 25% of annual turnover.

Banks were ordered to ease the usual checks.  Many borrowers
self-certified financial status.  The scheme provided GBP47.4
billion in credit through 1.6 million loans.  It is not clear how
much the Government will recover.  But as the banks will get the
dud loans refunded by Government -- in other words the taxpayer --
it is likely other creditors will get priority, Mirror states.

A government source said the average loan was well below GBP50,000
and the Bounce Back scheme had been a lifeline to over 1,500,000
firms, Mirror relates.


[*] UK: Property Company Liquidations Down Despite Pandemic
-----------------------------------------------------------
Estate Agent Today reports that new research suggests that the
estate agency industry has bucked the nationwide trend of business
liquidation that had plagued other sectors of the economy.

According to Estate Agent Today, an analysis by GetAgent has found
that the number of property companies entering liquidation actually
decreased during the pandemic when compared to the years preceding
it.

The research focuses on both registered compulsory liquidations and
registered creditors' voluntary liquidations within the Real Estate
Activities Sector (Section L; Division 68) which includes the
buying and selling of own real estate, the renting and operating of
own or leased real estate and real estate activities on a fee or
contract basis, Estate Agent Today notes.

GetAgent's analysis of liquidations found that, during the pandemic
-- which it takes as the first quarter of 2020 to the third quarter
of 2021 inclusive -- the number of all liquidations in the Real
Estate Activities Sector in Great Britain totalled 494, Estate
Agent Today discloses.

This is down 18% when compared to the same time frame prior to the
start of the pandemic -- that is, when compared to the second
quarter of 2018 to the end of 2019, Estate Agent Today states.

This pandemic silver lining for property professionals has been
driven by a notable fall in the number of companies being forced
into liquidation, with compulsory liquidations down 57%, Estate
Agent Today relays.

However, there has been a marginal two per cent uplift in the
number of property companies making the tough decision to seek
voluntary liquidation, Estate Agent Today says.



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

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

Copyright 2022.  All rights reserved.  ISSN 1529-2754.

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