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

                          E U R O P E

          Friday, February 18, 2022, Vol. 23, No. 30

                           Headlines



F R A N C E

NEXANS SA: S&P Raises LongTerm ICR to 'BB+', Outlook Stable


G E R M A N Y

NORDEX SE: S&P Affirms 'B-' Rating, Outlook Stable


I R E L A N D

ARBOUR CLO V: Fitch Raises Class F Notes Rating to 'B'
ARES EUROPEAN X: Fitch Raises Class F Notes Rating to 'B'
ARES EUROPEAN XI: Fitch Raises Class F Notes Rating to 'B'
BAIN CAPITAL 2018-1: Moody's Affirms B2 Rating on Class F Notes
BLACKROCK EUROPEAN IX: Fitch Affirms B- Rating on Class F Notes

CARLYLE GLOBAL 2015-1: Fitch Raises Class E Notes Rating to 'B'
EURO-GALAXY VII: Fitch Affirms B- Rating on Class F-R Notes
HAYFIN EMERALD II: Fitch Affirms B- Rating on Class F-R Notes
JUBILEE CLO 2016-XVII: Fitch Affirms B- Rating on Class F-R Notes
JUBILEE CLO 2018-XXI: Fitch Affirms B- Rating on Class F-R Notes

LOGICLANE I: Fitch Assigns 'B-(EXP)' Rating on Class F Debt
NORTH WESTERLY VI: Fitch Raises Class F Notes to 'B'
OAK HILL VII: Fitch Raises Rating on Class F Notes to 'B'
OZLME III: Moody's Affirms B2 Rating on EUR12MM Class F Notes
RRE 11 LOAN: Fitch Assigns BB-(EXP) Rating on Class D Debt

SOUND POINT I: Fitch Affirms B- Rating on Class F-R Notes
SOUND POINT VIII: Moody's Gives (P)B3 Rating to EUR14.5MM F Notes


I T A L Y

BCC NPLS 2018: Moody's Cuts Rating on EUR282MM Class A Notes to B1
NEXI SPA: Fitch Raises LT IDR to 'BB', Outlook Stable


L U X E M B O U R G

FR FLOW CONTROL 1: Moody's Gives B3 Rating on New Term Loan B
NORTHPOLE NEWCO: S&P Withdraws 'CCC+' LT Issuer Credit Rating


S P A I N

AYT CGH BBK II: Moody's Ups Rating on EUR7MM Class C Notes to Ba3


T U R K E Y

AYDEM YENILENEBILIR: Fitch Alters Outlook on 'B+' LT IDR to Neg.


U N I T E D   K I N G D O M

CONNECT BIDCO: S&P Puts 'B+' LongTerm ICR on Watch Positive
CORBIN & KING: Owner Wins Challenge to GBP38MM Rescue Package
DERBY COUNTY FOOTBALL: Preferred Bidder May be Named at Month End
DOWSON PLC 2021-1: Moody's Hikes Rating on Class X Notes to Caa1
ED&F MAN: Plans to Restructure Nearly US$1-Billion Debt

GREENSILL CAPITAL: GFG Turned to BRCI to Process Transactions
THAME AND LONDON: Moody's Alters Outlook on Caa1 CFR to Stable
THAYER PROPERTIES: March 9 Deadline Set for Proofs of Debt
TRUE POTENTIAL: S&P Assigns 'B' Issuer Credit Rating, Outlook Pos.
VEDANTA RESOURCES: Moody's Affirms B2 CFR & Alters Outlook to Neg.

VMED O2 UK: Moody's Assigns 'Ba3' CFR Following Reorganization


X X X X X X X X

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace

                           - - - - -


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F R A N C E
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NEXANS SA: S&P Raises LongTerm ICR to 'BB+', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings raised to 'BB+' from 'BB' its long-term issuer
credit rating on French cable manufacturer Nexans S.A. and its
issue rating on the group's senior unsecured notes. S&P affirmed
the 'B' short-term rating on Nexans. The recovery rating on the
notes remains unchanged at '3' with 65% recovery prospects.

The stable outlook reflects S&P's expectation that Nexans will
maintain S&P Global Ratings-adjusted funds from operations to debt
above 35% and an EBITDA margin around 6%, which will be underpinned
by positive free operating cash flow (FOCF).

Nexans' transformation plan has ushered in sustainable and solid
credit metrics. Despite COVID-19-related headwinds, Nexans
delivered stronger credit ratios in 2021 than the year before. The
group's successful transformation cumulated with a market recovery
characterized by S&P Global Ratings-adjusted FFO to debt of about
80% in 2021 (compared with below 27% in 2020 and 10% in 2019), and
an S&P Global Ratings-adjusted debt to EBITDA of about 1.0x (2.2x
in 2020 and 6x in 2019), according to our estimates. S&P views
positively the group's focus on profitability and FOCF, enabling it
to deleverage, rather than prioritizing volumes as it has in the
past.

S&P said, "We estimate Nexans will use its financial flexibility to
further its transformation and expand its operations. We forecast
the group will use part of its excess cash (EUR972 million at the
end of 2021) to fund the acquisition of Centelsa, a cable maker for
building and utilities application in Latin America, for about
EUR200 million in the first half of 2022. This will increase S&P
Global Ratings-adjusted debt to EUR600 million-EUR650 million in
2022 from about EUR500 million in 2021.

Nexans should complete its transformation plan by end-2022, after
the pandemic caused a delay of about a year.The group announced its
three-year transformation program in November 2018, and the plan
resulted in restructuring charges of roughly EUR58 million in 2021
(EUR99 million cash out). This is notably below the restructuring
charges in 2019 and 2020, at EUR250 million and EUR158 million,
respectively. S&P Global Ratings-adjusted EBITDA for 2021 was about
EUR503 million--EUR200 million more than in 2020--benefiting from
the transformation measures, the positive core exposure effect, and
the progressive reduction in restructuring costs. However, we
anticipate that the group will face additional restructuring costs
of about EUR70 million this year to achieve its transformational
targets, and this will squeeze margins. Furthermore, we assume the
group will redistribute investments in some of its businesses to
electrification-related products. We consider the group has a
strong cash balance and will be able to cope with any unexpected
additional costs.

"We project Nexans will continue to generate positive FOCF in
2022-2023 despite our expectation of somewhat flat revenue and an
adjusted EBITDA margin limited by the restructuring costs.We
estimate annual FOCF of about EUR100 million. This is notably down
from an estimate EUR200 million in 2021, due to a lack of working
capital inflows, higher capex, and stable profitability. We
estimate that the group will sustain the achieved 4%-6% working
capital-to-sales ratio in 2021 despite sales increase."

Nexans' investments in a new vessel supports its competitive
position. The new cable vessel delivered in 2021 has shown a high
utilization rate through 2021 and will likely continue to do so in
2022-2023. Paired with its older vessel, the new vessel supports
the offshore wind turbines installation and marine cables
installation businesses. Alongside Nexans' factory in North
America, the two vessels enable the group to gain new contracts and
participate in long-term and more profitable projects. S&P
understands that only its competitors Italy-based Prysmian S.p.A.
and Denmark-based NKT A/S have similar vessels.

Nexans remains the world's second-largest cable manufacturer. S&P
views positively Nexans' diversified customer base (no customer
accounts for more than 10% of revenue), its established footprint
in its core market, and its solid No. 2 position behind Prysmian
(EUR10 billion of revenue and EUR781 million of reported EBITDA in
2020). Although Nexans lost market share following the
Prysmian-General cable consolidation, it remains the No. 2
manufacturer in terms of revenue and retains an advantage of scale
in competition with many smaller players.

Nexans' margins are exposed to cyclical end markets and metals
prices. The group sells its cables mainly in the building and
territories sector and the industry and solutions segment. The
sector in which the group operates is highly competitive and
fragmented. Nexans relies on copper and aluminum for its
production, which can decrease profit and increase the working
capital volatility during periods of rapidly moving metals prices.
S&P recognizes, however, that the group's strongly improved working
capital and contract management, with pass through clauses, helps
to mitigate that risk. Operating margins could also be affected by
slower end-market demand or higher-than-expected competitive
pressure.

The stable outlook reflects S&P's expectation that Nexans will
maintain adjusted FFO to debt above 35% and debt to EBITDA below
3x, with an adjusted EBITDA margin around 6% and comfortable FOCF.
S&P thinks these metrics will be underpinned by the company's
efforts to reduce restructuring costs and adhere to a supportive
financial policy.

Although unlikely in the near term, S&P could raise the rating if
it believes Nexans can sustainably achieve:

-- FFO to debt above 50%;
-- Debt to EBITDA around 1.5x
-- Adjusted EBITDA margin of around 8%;
-- Meaningful FOCF; and
-- A supportive financial policy without significant restructuring
needs.

S&P said, "We may lower the rating if Nexans' FFO-to-debt ratio
drops below 35% or adjusted leverage exceeds 3x. Failure to achieve
an EBITDA margin of around 6% would also constrain the rating.
These developments could stem from a weaker-than-expected revenue
or margins due to a severe operational setbacks. Pressure could
also materialize if the group pursues substantial debt-funded
expansion, acquisitions, or aggressive dividends. Moreover, we
might consider a negative rating action if Nexans incurs higher
restructuring costs or if FOCF turns negative."

ESG credit indicators: E2, S2, G2

ESG factors are an overall neutral consideration in S&P's credit
rating analysis of Nexans S.A. Through its products, Nexans
contributes to the development of sustainable energy and
sustainable electrification across many industries. Its exposure to
O&G, mining, and nuclear is balanced by exposure to companies
focusing on renewable energy such as the wind turbine sector.

-- The senior unsecured notes (comprising the EUR325 million notes
due in 2023, and EUR200 million notes due in 2024) are rated 'BB+'
and a recovery rating of '3' (capped due to unsecured nature of
obligations). The ratings are based on its expectation of 50%-70%
recovery (rounded estimate of 65%) in the case of a payment
default.

-- The recovery rating on the facilities is supported by limited
priority ranking debt, while it is constrained by the notable
quantum of pari-passu unsecured debt.

-- Under its hypothetical default scenario, S&P considers a severe
global recession in key markets, tightening credit markets, and
significant contraction in demand due to an overall economic
slowdown.

-- S&P values the group as a going concern, given its strong brand
and strong competitive position.

-- Year of default: 2027

-- Jurisdiction: France

-- Emergence EBITDA: EUR249 million

-- Minimum capex at 2%, based on the group's average minimum capex
requirement trend: EUR120 million.

-- Standard cyclicality adjustment of +15%.

-- Implied enterprise value multiple: 5.5x.

-- Gross enterprise value at default: EUR1.372 billion

-- Net enterprise value after administrative costs (5%): EUR1.196
billion

-- Estimated senior unsecured debt: EUR1.68 billion

-- Recovery expectations: 50%-70% (rounded estimate: 65%)

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




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G E R M A N Y
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NORDEX SE: S&P Affirms 'B-' Rating, Outlook Stable
--------------------------------------------------
S&P Global Ratings affirmed its 'B-' rating on Germany-based wind
turbine manufacturer Nordex SE. S&P also raised its issue rating on
the senior unsecured notes to 'B', with a recovery rating of '2',
reflecting its expectations of substantial recovery (70%-90%;
rounded estimate: 85%).

The stable outlook reflects S&P's expectation that Nordex's order
intake will remain healthy and its operating performance will start
to normalize over the next 12 months, along with sound financial
flexibility thanks to the high cash balance.

Wind turbine manufacturers continue to face higher costs linked to
raw material price inflation, supply chain, and more expensive
logistics services at least over the next 12 months. The wind
industry is raw material intensive and vulnerable to metal price
inflation. Steel, iron, aluminum, and copper account for most of a
turbine's weight, with the remainder comprising epoxy (resins),
glass, plastics, and other rare materials. The prices of the main
metals used for production have recently reached record levels.
According to our recent metal price assumptions update, steel
prices will likely remain elevated on the back of production
discipline and trade barriers, and steelmakers are favoring
high-quality raw materials to contain emissions. Supply chain
constraints led to a shortage of components, including electronic
parts and materials, resulting in delayed deliveries. To ensure
sufficient supply of components, the company had to prioritize the
most urgent deliveries by rerouting shipments and changing
timelines. The complexity and costs of such deviations are usually
quite high. Transportation has been an issue since the pandemic
began, with costs elevated. Logistical costs are not usually locked
into the contract value, making them hard to control. Some industry
participants have noted that transportation costs have been
increasing by more than 50% in some cases.

Legacy contracts and delayed effects of price increases limit
Nordex's profitability through 2022 and into 2023. In 2022, the
company will deliver on legacy contracts entered at a time when
cost assumptions were much lower and with less ability to pass
through costs in the contract structure. S&P said, "We note a time
lag of about 18 months between the order intake and the
construction of the wind turbine. We anticipate most of Nordex's
measures will only counter cost inflation, including price
increases, that will not be realized before the beginning of 2023.
The measures will therefore be insufficient to support a swift
recovery in profit margins in 2022. Continued volatility in
commodity prices and additional logistics disruptions in 2022 may
further limit the benefits of such countermeasures. We do not
expect supply chain and freight dynamics to normalize before
2023."

Demand for Nordex's onshore wind turbine systems remains robust,
with about 8 gigawatts (GW) of order intake, and we expect revenue
to remain about EUR5.2 billion in 2022. Nordex's revenue prospects
remain sound, reflecting the continued high demand for its wind
turbines. S&P said, "We note that the company's more profitable
Delta4000 series of turbines is increasing its share in order
intake, making up 83% of the company's intake in 2021, which should
support the recovery of profitability over the medium term.
However, reflecting the strong headwinds from cost inflation, we
anticipate an adjusted EBITDA margin of 0%-1% in 2021 and only a
modest improvement to 1%-3% in 2022. Furthermore, we anticipate
Nordex will continue to exhibit negative free operating cash flow
(FOCF) generation of about EUR100 million in 2021 and negative FOCF
of more than EUR100 million in 2022, because we assume lower
working capital inflows and profitability will remain weak in 2022.
We expect gross debt to EBITDA to be well above 15x in 2021 before
improving to about 6x in 2022."

Implemented capital measures have reduced outstanding debt and
increased cash on the balance sheet, limiting downside risk for the
current rating. During 2021, Nordex completed a capital increase,
obtaining cash proceeds of about EUR390 million. At the same time,
Acciona S.A. converted about EUR200 million of its shareholder loan
into equity (new shares). With the repayment of its promissory
notes (Schuldscheindarlehen) for EUR215 million in April 2021, we
expect adjusted debt of EUR450 million at end-2021, down from
EUR918 million at end-2020. S&P said, "With the lower debt claims,
we have raised our recovery rating to '2' from '3', reflecting
improved recovery prospects of 85% from 65% previously, resulting
in a one-notch raising of the issue rating on its senior unsecured
bond to 'B'. We view the capital measures as credit supportive,
providing the company with sufficient financial flexibility to
counter challenges in the industry and absorb negative cash flow
generation before operational conditions normalize."

Nordex maintains a solid liquidity profile with about EUR800
million in cash at hand, despite the upcoming maturity of its
EUR275 million high-yield bond. S&P said, "We expect the company's
cash balance of about EUR800 million at end-2021 and roughly
neutral operating cash flow over the next 12 months will cover its
capital expenditure (capex) of about EUR180 million, seasonal
working capital swings, and the upcoming maturity of its EUR275
million bond, which we assume Nordex will at least partly refinance
during 2022 to preserve the company's financial flexibility."

The stable outlook reflects S&P's expectation that Nordex's order
intake will remain healthy, with operating performance starting to
normalize over the next 12 months as outlined in its base case. It
also reflects Nordex's financial flexibility thanks to its high
cash balance, ensuring sound liquidity over the next 12-18 months,
also taking into consideration the upcoming maturity of the senior
unsecured notes in February 2023.

Rating pressure could arise if the operating environment remains
difficult, translating into no prospects of generating at least
neutral FOCF and over the next 12-18 months. This could result from
worsening global supply chain, production, or installation
constraints. S&P could also take a negative rating action if

-- The funds from operations (FFO) cash interest coverage ratio
remains below 1.5x;

-- A weakening of order intake indicates a loss of
competitiveness; or

-- Liquidity deteriorates.

S&P's could consider raising the rating if the operating
environment starts to normalize and the company's operating
performance and profitability recovers, leading to FFO to cash
interest coverage of more than 2.5x. An upgrade would also hinge on
prospects of breakeven FOCF generation and gross debt to EBITDA
recovering to less than 5x.

ESG credit indicators: E-1, S-2, G-2

Environmental factors are a positive consideration in our credit
rating analysis of Nordex, given that climate transition risks are
supportive of renewables development. The company produces wind
turbines mainly for onshore solutions. S&P expects the company to
benefit significantly from strong demand for wind farms in the
medium to long term, despite short-term disruptions.




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I R E L A N D
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ARBOUR CLO V: Fitch Raises Class F Notes Rating to 'B'
------------------------------------------------------
Fitch Ratings has upgraded Arbour CLO V DAC's F notes and affirmed
the class A, B-1, B-2, C, D and E notes. The class B-1 through F
notes have been removed from Under Criteria Observation. The Rating
Outlooks for all classes remain Stable.

    DEBT                RATING           PRIOR
    ----                ------           -----
Arbour CLO V D.A.C.

A XS1836409927     LT AAAsf  Affirmed    AAAsf
B-1 XS1836410693   LT AAsf   Affirmed    AAsf
B-2 XS1836411071   LT AAsf   Affirmed    AAsf
C XS1836411667     LT Asf    Affirmed    Asf
D XS1836412392     LT BBBsf  Affirmed    BBBsf
E XS1836413283     LT BBsf   Affirmed    BBsf
F XS1836413010     LT Bsf    Upgrade     B-sf

TRANSACTION SUMMARY

Arbour CVLO V DAC is a cash flow CLO comprised of mostly senior
secured obligations. The transaction is actively managed by Oaktree
Capital Management (UK) LLP and will exit its reinvestment period
in March 2023.

KEY RATING DRIVERS

CLO Criteria Update: The rating actions mainly reflect the impact
of the recently updated "Fitch CLOs and Corporate CDOs Rating
Criteria" and the shorter risk horizon incorporated in Fitch's
updated stressed portfolio analysis. The analysis considered cash
flow modelling results for the stressed portfolio based on the Dec.
31, 2021 trustee report.

The rating actions for all notes, except for the class A notes, are
one notch lower than the model-implied ratings produced from
Fitch's updated stressed portfolio analysis for all classes of
notes. The deviation reflects the remaining reinvestment period
until March 2023, during which the portfolio can change
significantly due to reinvestment or negative portfolio migration.

Fitch's updated analysis applied the agency's collateral quality
matrix specified in the transaction documentation. The transaction
has four matrices, based on 18% and 23% top 10 obligor
concentration limits and 5% and 15% fixed rate assets. Fitch
analyzed the matrix specifying the 18% top 10 obligor limit and 5%
fixed rate assets as the agency viewed this as the most rating
relevant. Fitch also applied a haircut of 1.5% to the weighted
average recovery rate (WARR) as the calculation of the WARR in
transaction documentation reflects an earlier version of Fitch's
CLO criteria.

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

Stable Asset Performance: The transaction metrics indicate stable
asset performance. The transaction is passing all coverage tests,
collateral quality tests, and portfolio profile tests. Exposure to
assets with a Fitch-derived rating of 'CCC+' and below is 4.6%
excluding non-rated assets, as calculated by Fitch.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors in the 'B'/'B-' category. The
weighted average rating factor (WARF), as calculated by the
trustee, was 33.7, which is below the maximum covenant of 34.5. The
WARF, as calculated by Fitch under the updated criteria, was 25.2.

High Recovery Expectations: Senior secured obligations comprise 96%
of the portfolio as calculated by the trustee. Fitch views the
recovery prospects for these assets as more favorable than for
second-lien, unsecured and mezzanine assets. The Fitch WARR
reported by the trustee was 65.7%, against the covenant at 64.8%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 14.8%, and no obligor represents more than 2.0% of
the portfolio balance, as reported by the trustee.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

DATA ADEQUACY

Arbour CLO V D.A.C.

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.


ARES EUROPEAN X: Fitch Raises Class F Notes Rating to 'B'
---------------------------------------------------------
Fitch Ratings has upgraded ARES European CLO X DAC's class D-R and
F notes and affirmed the class A-R, B-1-R, B-2-R, C-R and E notes.
The class B-1-R through F notes have been removed from Under
Criteria Observation. The Rating Outlooks for all classes remain
Stable.

     DEBT                 RATING           PRIOR
     ----                 ------           -----
ARES European CLO X DAC

A-R XS2347648706     LT AAAsf  Affirmed    AAAsf
B-1-R XS2347649340   LT AAsf   Affirmed    AAsf
B-2-R XS2347650199   LT AAsf   Affirmed    AAsf
C-R XS2347650785     LT Asf    Affirmed    Asf
D-R XS2347651247     LT BBBsf  Upgrade     BBB-sf
E XS1859496645       LT BBsf   Affirmed    BBsf
F XS1859495670       LT Bsf    Upgrade     B-sf

TRANSACTION SUMMARY

ARES European CLO X DAV is a cash flow CLO comprised of mostly
senior secured obligations. The transaction is actively managed by
Ares European Loan Management LLP and will exit its reinvestment
period in April 2023.

KEY RATING DRIVERS

CLO Criteria Update: The rating actions mainly reflect the impact
of the recently updated "Fitch CLOs and Corporate CDOs Rating
Criteria" and the shorter risk horizon incorporated in Fitch's
updated stressed portfolio analysis. The analysis considered cash
flow modelling results for the stressed portfolio based on the Jan.
5, 2022 trustee report.

The rating actions for all notes, except for the class A-R, B-1-R
and B-2-R notes, are one notch lower than the model-implied ratings
produced from Fitch's updated stressed portfolio analysis for all
classes of notes. The deviation reflects the remaining reinvestment
period until April 2023, during which the portfolio can change
significantly due to reinvestment or negative portfolio migration.

Fitch's updated analysis applied the agency's collateral quality
matrix specified in the transaction documentation. The transaction
has four matrices, based on 16% and 23% top 10 obligor
concentration limits and 0% and 7.5% fixed rate assets. Fitch
analyzed the matrix specifying the 16% top 10 obligor limit and 0%
fixed rate assets as the agency viewed this as the most rating
relevant. Fitch also applied a haircut of 1.5% to the weighted
average recovery rate (WARR) as the calculation of the WARR in
transaction documentation reflects an earlier version of Fitch's
CLO criteria.

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

Stable Asset Performance: The transaction metrics indicate stable
asset performance. The transaction is passing all coverage tests,
collateral quality tests, and portfolio profile tests. Exposure to
assets with a Fitch-derived rating of 'CCC+' and below is 2.9%
excluding non-rated assets, as calculated by Fitch.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors in the 'B'/'B-' category. The
weighted average recovery factor (WARF), as calculated by the
trustee, was 34.4, which is below the maximum covenant of 35.0. The
WARF, as calculated by Fitch under the updated criteria, was 25.6.

High Recovery Expectations: Senior secured obligations comprise
100% of the portfolio as calculated by the trustee. Fitch views the
recovery prospects for these assets as more favorable than for
second-lien, unsecured and mezzanine assets. The Fitch WARR
reported by the trustee was 65.8%, against the covenant at 58.7%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. No obligor represents more than
1.5% of the portfolio balance, as reported by the trustee. The top
10 obligor concentration is 13.1% as calculated by Fitch.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

DATA ADEQUACY

ARES European CLO X DAC

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

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

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.


ARES EUROPEAN XI: Fitch Raises Class F Notes Rating to 'B'
----------------------------------------------------------
Fitch Ratings has upgraded ARES European CLO XI DAC's class D to F
notes and affirmed the others. The class B through F notes have
been removed from Under Criteria Observation (UCO). The Outlooks
are Stable.

      DEBT                RATING           PRIOR
      ----                ------           -----
ARES European CLO XI DAC

A-1-R XS2333699267   LT AAAsf  Affirmed    AAAsf
A-2-R XS2333699937   LT AAAsf  Affirmed    AAAsf
B-1-R XS2333700610   LT AAsf   Affirmed    AAsf
B-2-R XS2333701261   LT AAsf   Affirmed    AAsf
C-R XS2333701931     LT A+sf   Affirmed    A+sf
D-R XS2333702582     LT BBBsf  Upgrade     BBB-sf
E XS1958267905       LT BBsf   Upgrade     BB-sf
F XS1958269273       LT Bsf    Upgrade     B-sf

TRANSACTION SUMMARY

ARES European CLO XI DAC is a cash flow CLO comprising mostly
senior secured obligations. The transaction is actively managed by
Ares European Loan Management LLP and will exit its reinvestment
period in October 2023.

KEY RATING DRIVERS

CLO Criteria Update: The rating actions mainly reflect the impact
of Fitch's recently updated CLOs and Corporate CDOs Rating Criteria
and the shorter risk horizon incorporated in Fitch's updated
stressed portfolio analysis. The analysis considered cash flow
modelling results for the current and stressed portfolios based on
the 5 January 2022 trustee report.

The rating actions are based on Fitch's updated stressed portfolio
analysis, which applied the agency's collateral quality matrix
specified in the transaction documentation. The transaction has
four matrices but Fitch analysed both fixed rate matrices that
correspond to a top 10 obligor concentration at 15%, since the top
10 obligor concentration of the portfolio has been closer to or
below 15%. In analysing the matrices, Fitch applied a 1.5% haircut
to the weighted average recovery rate (WARR) to reflect the
inflated WARR, due to the old recovery rate definition, which is
not in line with the latest criteria.

The weighted average life (WAL) used for the transaction's stressed
portfolio and matrices analysis decreased after a 12-month
reduction from the WAL covenant to account for structural and
reinvestment conditions after the reinvestment period, including
the satisfaction of the coverage and Fitch 'CCC' limit tests,
together with a progressively decreasing WAL covenant. In Fitch's
opinion, these conditions would reduce the effective risk horizon
of the portfolio during a stress period.

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

Model-implied Rating Deviation: The ratings of the class B, D, E
and F notes are one notch below their model-implied ratings. The
deviation reflects the remaining reinvestment period until October
2023, during which the portfolio can change significantly due to
reinvestment or negative portfolio migration.

Stable Asset Performance: The transaction's metrics indicate stable
asset performance. According to the trustee report, the transaction
is approximately 0.1% below par and is passing all coverage,
collateral-quality and portfolio-profile tests.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at 'B'/'B-'. The weighted
average rating factor (WARF) as calculated by the trustee was
34.49, which is below the maximum covenant of 35.00. The WARF, as
calculated by Fitch under the updated criteria, was 25.64.

High Recovery Expectations: Senior secured obligations comprise
almost 99.5% of the portfolio as calculated by the trustee. Fitch
views the recovery prospects for these assets as more favourable
than for second-lien, unsecured and mezzanine assets. The Fitch
WARR reported by the trustee was 64.40%, against a minimum covenant
at 63.90%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 15.31%, and no obligor represents more than 1.86%
of the portfolio balance, as reported by the trustee.

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 three
    notches, depending on the notes.

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

DATA ADEQUACY

ARES European CLO XI DAC

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

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

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

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


BAIN CAPITAL 2018-1: Moody's Affirms B2 Rating on Class F Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Bain Capital Euro CLO 2018-1 Designated Activity
Company:

EUR22,800,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Upgraded to Aaa (sf); previously on May 25, 2018 Definitive
Rating Assigned Aa2 (sf)

EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Upgraded to Aaa (sf); previously on May 25, 2018 Definitive Rating
Assigned Aa2 (sf)

EUR25,100,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to A1 (sf); previously on May 25, 2018
Definitive Rating Assigned A2 (sf)

EUR20,300,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Baa1 (sf); previously on May 25, 2018
Definitive Rating Assigned Baa2 (sf)

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

EUR207,600,000 Class A Senior Secured Floating Rate Notes due
2032, Affirmed Aaa (sf); previously on May 25, 2018 Definitive
Rating Assigned Aaa (sf)

EUR23,800,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba2 (sf); previously on May 25, 2018
Definitive Rating Assigned Ba2 (sf)

EUR11,200,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed B2 (sf); previously on May 25, 2018
Definitive Rating Assigned B2 (sf)

Bain Capital Euro CLO 2018-1 Designated Activity Company, issued in
May 2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Bain Capital Credit, Ltd. The transaction's
reinvestment period will end in April 2022.

RATINGS RATIONALE

The upgrades on the ratings on the Class B-1, B-2, C and D 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;
the affirmations to the ratings on the Class A, E and F Notes are
due to 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. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile than it
had assumed at the last rating action in May 2018.

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: EUR343.29m

Defaulted Securities: EUR2.29m

Diversity Score: 62

Weighted Average Rating Factor (WARF): 2895

Weighted Average Life (WAL): 4.7 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.72%

Weighted Average Coupon (WAC): 4.48%

Weighted Average Recovery Rate (WARR): 44.74%

Par haircut in OC tests and interest diversion test: 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, 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.

Additional uncertainty about performance is due to the following:

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. Moody's tested for a possible
extension of the actual weighted average life in its analysis. The
effect on the ratings of extending the portfolio's weighted average
life can be positive or negative depending on the notes'
seniority.

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.


BLACKROCK EUROPEAN IX: Fitch Affirms B- Rating on Class F Notes
---------------------------------------------------------------
Fitch Ratings has upgraded BlackRock European CLO IX DAC's class D
and E notes and affirmed the rest. The class B through F notes have
been removed from Under Criteria Observation (UCO). The Rating
Outlook is Stable.

    DEBT              RATING           PRIOR
    ----              ------           -----
BlackRock European CLO IX DAC

A XS2062957910   LT AAAsf  Affirmed    AAAsf
B XS2062958215   LT AAsf   Affirmed    AAsf
C XS2062958561   LT Asf    Affirmed    Asf
D XS2062958991   LT BBBsf  Upgrade     BBB-sf
E XS2062959379   LT BBsf   Upgrade     BB-sf
F XS2062959452   LT B-sf   Affirmed    B-sf

TRANSACTION SUMMARY

BlackRock European CLO IX DAC is a cash flow collateralised loan
obligation (CLO) comprising mostly senior secured obligations. The
transaction is actively managed by BlackRock Investment Management
(UK) Limited and will exit its reinvestment period in June 2024.

KEY RATING DRIVERS

CLO Criteria Update: The rating actions mainly reflect the impact
of the recently updated Fitch CLOs and Corporate CDOs Rating
Criteria and the shorter risk horizon incorporated in Fitch's
updated stressed portfolio analysis. The analysis considered cash
flow modelling results for the stressed portfolio based on the 10
January 2022 trustee report.

Fitch's updated analysis applied the agency's collateral quality
matrix specified in the transaction documentation. The transaction
has four matrices, based on 17% and 23% top-10 obligor
concentration limits and 0% and 12.5% fixed-rate collateral limits.
Fitch's updated analysis applied the agency's collateral quality
matrix specifying the 17% top-10 obligor limit as it is the closest
to the portfolio's current concentration. Fitch also applied a
haircut of 1.5% to the weighted-average recovery rate (WARR) as the
calculation of the WARR in transaction documentation reflects an
earlier version of Fitch's CLO criteria.

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

Deviation from Model-Implied Ratings: The ratings on all notes,
except the class A notes, are one notch below their respective
model-implied ratings. The deviations reflect the remaining long
reinvestment period until June 2024 during which the portfolio can
change significantly, due to reinvestment or negative portfolio
migration.

Stable Asset Performance: The transaction's metrics indicate stable
asset performance. The transaction is passing all coverage,
collateral-quality, and portfolio-profile tests. Exposure to assets
with a Fitch-derived rating (FDR) of 'CCC+' and below is 4.3%,
excluding non-rated assets, as calculated by Fitch.

' B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at ' B'/'B-'. The weighted
average rating factor (WARF), as calculated by the trustee, was
33.1, which is below the maximum covenant of 34. The WARF, as
calculated by Fitch under the updated criteria, was 24.7.

High Recovery Expectations: Senior secured obligations comprise
95.4% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rating (WARR) reported by the trustee was
65.1%, against a minimum covenant at 64.4%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top- 10 obligor
concentration is 12.3%, and no obligor represents more than 1.8% of
the portfolio balance, as reported by the trustee.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

DATA ADEQUACY

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

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

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


CARLYLE GLOBAL 2015-1: Fitch Raises Class E Notes Rating to 'B'
---------------------------------------------------------------
Fitch Ratings has upgraded Carlyle Global Market Strategies Euro
CLO 2015-1 DAC's class C, D, and E notes and affirmed the class X
to B notes. The class A-2A-R through E notes have been removed from
Under Criteria Observation (UCO). The Outlooks are Stable.

     DEBT                  RATING           PRIOR
     ----                  ------           -----
Carlyle Global Market Strategies Euro CLO 2015-1 DAC

A-1-R XS2109445671    LT AAAsf  Affirmed    AAAsf
A-2A-R XS2109446133   LT AAsf   Affirmed    AAsf
A-2B-R XS2109446729   LT AAsf   Affirmed    AAsf
B XS2109447537        LT Asf    Affirmed    Asf
C XS2109448006        LT BBBsf  Upgrade     BBB-sf
D XS2109448931        LT BBsf   Upgrade     BB-sf
E XS2109449582        LT Bsf    Upgrade     B-sf
X XS2109444948        LT AAAsf  Affirmed    AAAsf

TRANSACTION SUMMARY

Carlyle Global Market Strategies Euro CLO 2015-1 DAC is a cash flow
CLO comprising senior secured obligations. The transaction is
actively managed by CELF Advisors LLP and will exit its
reinvestment period in July 2024.

KEY RATING DRIVERS

CLO Criteria Update: The rating actions mainly reflect the impact
of Fitch's recently updated CLOs and Corporate CDOs Rating Criteria
and the shorter risk horizon incorporated in Fitch's stressed
portfolio analysis. The analysis considered modelling results for
the current and stressed portfolios. The analysis considered cash
flow modelling results for the current portfolio and stressed
portfolio is based on the 5 January 2022 trustee report.

The transaction has four matrices, based on 12.5% and 0% fixed-rate
obligation limits and top 10 obligor concentration limits of 15%
and 23%. Fitch analysed the matrix specifying the 15% top 10
obligor concentration limit, as the transaction currently has a
13.79% concentration. When analysing the matrix, Fitch applied a
haircut of 1.5% to the weighted average recovery rate (WARR) as the
calculation in the transaction documentation is not in line with
the latest CLO criteria.

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

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

Model-implied Rating Deviation: The class A-2A-R to E notes'
ratings are one notch below the model-implied rating. The deviation
reflects the remaining reinvestment period until July 2024, during
which the portfolio could significantly change, due to reinvestment
or negative portfolio migration.

Stable Asset Performance: The transaction metrics indicate a stable
asset performance. The transaction is currently 0.06% above par. It
is passing all collateral quality tests, all portfolio profile
tests and all coverage tests. Exposure to assets with a
Fitch-derived rating of 'CCC+' and below is 5.60% according to the
latest trustee report versus a limit of 7.50%.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors in the 'B'/'B-' category. The
WARF as calculated by the trustee was 35.68, which is below the
maximum covenant of 36.00. The WARF, as calculated by Fitch under
the updated criteria, was 26.27.

High Recovery Expectations: The portfolio comprises senior secured
obligations. Fitch views the recovery prospects for these assets as
more favourable than for second-lien, unsecured and mezzanine
assets.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 13.79%, and no obligor represents more than 1.48%
of the portfolio balance.

RATING SENSITIVITIES

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

-- Downgrades may occur if build-up of the notes' credit
    enhancement following amortisation does not compensate for a
    larger loss expectation than initially assumed due to
    unexpectedly high levels of defaults and portfolio
    deterioration. Fitch will update the sensitivity scenarios in
    line with the view of its leveraged finance team.

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

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

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

-- A 25% reduction of the mean RDR across all ratings and a 25%
    increase in the RRR across all ratings would result in an
    upgrade of no more than four notches across the structure,
    apart from the class X and A-1-R notes, which are already at
    the highest rating on Fitch's scale and cannot be upgraded.

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

Carlyle Global Market Strategies Euro CLO 2015-1 DAC

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

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

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

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


EURO-GALAXY VII: Fitch Affirms B- Rating on Class F-R Notes
-----------------------------------------------------------
Fitch Ratings has upgraded Euro-Galaxy VII CLO DAC's class E notes
and affirmed the others. The class B through F notes have been
removed from Under Criteria Observation (UCO).

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

A-R XS2337236140     LT AAAsf   Affirmed    AAAsf
B-1-R XS2337236223   LT AAsf    Affirmed    AAsf
B-2-R XS2337236496   LT AAsf    Affirmed    AAsf
C-R XS2337236579     LT Asf     Affirmed    Asf
D-R XS2337236652     LT BBB-sf  Affirmed    BBB-sf
E-R XS2337236736     LT BBsf    Upgrade     BB-sf
F-R XS2337236819     LT B-sf    Affirmed    B-sf

TRANSACTION SUMMARY

Euro-Galaxy VII CLO DAC is a cash flow CLO comprising mostly senior
secured obligations. The transaction is actively managed by
PineBridge Investments Europe Limited and will exit its
reinvestment period in January 2026.

KEY RATING DRIVERS

CLO Criteria Update & Cash-flow Modelling: The rating actions
mainly reflect the impact of Fitch's recently updated CLOs and
Corporate CDOs Rating Criteria and the shorter risk horizon
incorporated in Fitch's updated stressed portfolio analysis. The
analysis considered cash flow modelling results for the current and
stressed portfolios based on the 12 January 2022 trustee report.

The rating actions are based on Fitch's updated stressed portfolio
analysis, which applied the agency's collateral quality matrix
specified in the transaction documentation. The transaction has
four matrices but Fitch analysed both fixed rate matrices that
corresponds to a top 10 obligor concentration at 15% since the top
10 obligor concentration of the portfolio has been closer to or
below 15%.

The weighted average life (WAL) used for the transaction stress
portfolio and matrices analysis is set at 7.25 years after a
12-month reduction from the WAL covenant to account for structural
and reinvestment conditions after the reinvestment period,
including the satisfaction of the OC tests and Fitch 'CCC' limit,
together with a linearly decreasing WAL covenant. In Fitch's
opinion, these conditions would reduce the effective risk horizon
of the portfolio during stress period.

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

Model-implied Rating Deviation: The class B, C and E notes' ratings
are one notch below the model-implied ratings. The deviation
reflects the remaining reinvestment period until January 2026,
during which the portfolio can change significantly due to
reinvestment or negative portfolio migration.

Stable Asset Performance: The transaction metrics indicate stable
asset performance, passing all coverage tests, collateral quality
tests, and portfolio profile tests. Exposure to assets with a
Fitch-derived rating of 'CCC+' and below is 3.6%, excluding
non-rated assets as calculated by Fitch.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors in the 'B'/'B-' category. The
weighted average rating factor (WARF) as calculated by the trustee
was 34.21, which is below the maximum covenant of 36.00. The WARF,
as calculated by Fitch under the updated criteria, was 25.68.

High Recovery Expectations: Senior secured obligations comprise
about 99.75% of the portfolio as calculated by the trustee. Fitch
views the recovery prospects for these assets as more favourable
than for second-lien, unsecured and mezzanine assets. The Fitch
weighted average recovery rate reported by the trustee was 65.7%,
against the covenant at 62.95%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is about 12.6%, while the largest obligor represents
about 1.5% of the portfolio balance, as reported by the trustee.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

DATA ADEQUACY

Euro-Galaxy VII CLO DAC

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

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

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

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


HAYFIN EMERALD II: Fitch Affirms B- Rating on Class F-R Notes
-------------------------------------------------------------
Fitch Ratings has affirmed all classes of Hayfin Emerald CLO II
DAC's notes. The class B-1R through F-R notes have been removed
from Under Criteria Observation (UCO), and the Rating Outlooks for
all classes remain Stable.

     DEBT                 RATING           PRIOR
     ----                 ------           -----
Hayfin Emerald CLO II DAC

A-R XS2331204482    LT AAAsf   Affirmed    AAAsf
B-1R XS2331205299   LT AAsf    Affirmed    AAsf
B-2R XS2331205703   LT AAsf    Affirmed    AAsf
C-1R XS2331206420   LT Asf     Affirmed    Asf
C-2R XS2334474124   LT Asf     Affirmed    Asf
D-R XS2331207154    LT BBB-sf  Affirmed    BBB-sf
E-R XS2331207741    LT BB-sf   Affirmed    BB-sf
F-R XS2331208392    LT B-sf    Affirmed    B-sf

TRANSACTION SUMMARY

Hayfin Emerald CLO II DAC is a cash flow collateralized loan
obligation (CLO) comprised of mostly senior secured obligations.
The transaction is actively managed by Hayfin Emerald Management
LLP and will exit its reinvestment period in August 2025.

KEY RATING DRIVERS

CLO Criteria Update: The rating actions mainly reflect the impact
of the recently updated Fitch CLOs and Corporate CDOs Rating
Criteria and the shorter risk horizon incorporated in Fitch's
updated stressed portfolio analysis. The analysis considered cash
flow modelling results for the current portfolio and stressed
portfolio is based on the Jan. 18, 2022 trustee report.

Fitch's updated analysis applied the agency's collateral quality
matrix specified in the transaction documentation. There are four
matrices in this transaction, based on 16% and 25% top 10 largest
obligors concentration limits and 0% and 10% fixed rate assets. The
manager has the flexibility to interpolate a fixed rate limit
between the 0% and 10% matrices and is currently covenanted to a
10% fixed rate limit. Fitch's analyzed the matrices specifying the
25% top 10 obligor limit and 0% and 10% fixed rate limit as the
agency viewed this as the most rating relevant. Fitch also applied
a haircut of 1.5% to the weighted average recovery rate (WARR) as
the calculation of the WARR in the transaction documentation
reflects and earlier version of Fitch's CLO criteria.

The Stable Outlooks on the class A-R through F-R notes reflect
Fitch's expectation that the classes have sufficient levels of
credit protection to withstand potential deterioration in the
credit quality of the portfolio in stress scenarios commensurate
with such class's rating.

Deviation from Model-Implied Ratings: The rating actions for the
class D-R and E-R notes are one notch below their respective model
implied ratings (MIR) produced from Fitch's cash flow analysis. The
deviations reflect the remaining reinvestment period until August
2025, during which the portfolio can change due to reinvestment or
negative portfolio migration. The rating actions for all other
classes of notes were in line with their respective MIR.

Stable Asset Performance: The transaction metrics indicate stable
asset performance. The transaction is passing all coverage tests,
collateral quality tests, and portfolio profile tests. Exposure to
assets with a Fitch-derived rating (FDR) of 'CCC+' and below is
2.7% excluding non-rated assets, as calculated by Fitch.

'B/B-' Portfolio: Fitch assesses the average credit quality of the
transaction's underlying obligors in the 'B/B-' category. The
weighted average rating factor (WARF) as calculated by the trustee
was 33.4, which is below the maximum covenant of 35.0. The WARF, as
calculated by Fitch under the updated criteria, was 25.5.

High Recovery Expectations: Senior secured obligations comprise
94.8% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favorable than for
second-lien, unsecured and mezzanine assets. The Fitch WARR
reported by the trustee was 65.3%, against the covenant at 64.4%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 17.9%, and no obligor represents more than 2.2% of
the portfolio balance, as reported by the trustee.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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.

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

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


JUBILEE CLO 2016-XVII: Fitch Affirms B- Rating on Class F-R Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed Jubilee CLO 2016-XVII's notes and
removed the class B-1-R-R through F-R notes from Under Criteria
Observation (UCO). The Outlooks on the class B-1-R-R to F-R notes
have been revised to Positive from Stable.

     DEBT                    RATING           PRIOR
     ----                    ------           -----
Jubilee CLO 2016-XVII DAC

A-1-R-R XS2307741533   LT AAAsf   Affirmed    AAAsf
A-2-R-R XS2307740725   LT AAAsf   Affirmed    AAAsf
B-1-R-R XS2307739123   LT AAsf    Affirmed    AAsf
B-2-R-R XS2307741293   LT AAsf    Affirmed    AAsf
C-R XS1874093575       LT Asf     Affirmed    Asf
D-R XS1874093906       LT BBB-sf  Affirmed    BBB-sf
E-R XS1874094201       LT BB-sf   Affirmed    BB-sf
F-R XS1874094466       LT B-sf    Affirmed    B-sf

TRANSACTION SUMMARY

Jubilee CLO 2016-XVII DAC is a cash flow CLO comprised of mostly
senior secured obligations. The transaction is actively managed by
Alcentra Ltd and will exit its reinvestment period in October
2022.

KEY RATING DRIVERS

Fitch Test Matrix Update: The manager is in the process of updating
the Fitch test matrix and the definition of "Fitch Rating Factor"
and "Fitch Recovery Rate" in line with Fitch's updated CLOs and
Corporate CDOs Rating Criteria published on 17 September 2021. The
updated criteria together with the transaction's stable performance
have had a credit positive impact on the ratings. As a result of
the matrix amendment, the collateral quality test for the weighted
average recovery rate (WARR) will be lowered to be in line with the
break-even WARR, at which the current ratings would still pass.

Fitch has performed a stressed portfolio analysis on the updated
Fitch test matrix and the model-implied ratings are in line with
the current ratings, leading to the affirmation of the notes. The
stress portfolio analysis was based on a weighted average life
(WAL) haircut of 12 months less than the WAL covenant floored at
six years to account for structural and reinvestment conditions
after the reinvestment period, including the overcollateralisation
tests and Fitch 'CCC' limitation passing after reinvestment. In
Fitch's opinion, these conditions reduce the effective risk horizon
of the portfolio during stress periods.

The Positive Outlooks on the class B-1-R-R through F-R notes
reflect that the transaction will exit its reinvestment period
within a year and is expected to begin deleveraging thereafter.

Stable Asset Performance: The transaction's metrics indicate a
stable asset performance. The transaction is passing all coverage
tests, collateral quality tests and portfolio profile tests except
another rating agency's test, which is failing. Exposure to assets
with a Fitch-derived rating of 'CCC+' and below is 5.2% excluding
non-rated assets as calculated by Fitch.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors in the 'B'/'B-' category.
Fitch calculates the WARF at 25.2 under the updated criteria.

High Recovery Expectations: Senior secured obligations comprise
98.2% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 15.8%, and no obligor represents more than 2.5% of
the portfolio balance, as reported by the trustee.

RATING SENSITIVITIES

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

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

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

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

-- A reduction of the RDR at all rating levels by 25% of the mean
    RDR and an increase in the RRR by 25% at all rating levels in
    the stressed portfolio would result in upgrades of up to 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, and continued
    amortisation that leads to higher CE and excess spread
    available to cover losses in the remaining portfolio.

BEST/WORST CASE RATING SCENARIO

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

DATA ADEQUACY

Jubilee CLO 2016-XVII DAC

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

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

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

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


JUBILEE CLO 2018-XXI: Fitch Affirms B- Rating on Class F-R Notes
----------------------------------------------------------------
Fitch Ratings has affirmed Jubilee CLO 2018-XXI DAC's A-R to F-R
notes, and removed the class B-R to F-R notes from Under Criteria
Observation (UCO). The Outlooks on the class A-R to F-R notes are
Stable.

     DEBT                  RATING           PRIOR
     ----                  ------           -----
Jubilee CLO 2018-XXI DAC

A-R XS2308742639     LT AAAsf   Affirmed    AAAsf
B-R XS2308742985     LT AAsf    Affirmed    AAsf
C-1-R XS2308743520   LT Asf     Affirmed    Asf
C-2-R XS2309373111   LT Asf     Affirmed    Asf
D-R XS2308743959     LT BBB-sf  Affirmed    BBB-sf
E-R XS2308744338     LT BB-sf   Affirmed    BB-sf
F-R XS2308744254     LT B-sf    Affirmed    B-sf

TRANSACTION SUMMARY

Jubilee CLO 2018-XXI DAC is a cash flow CLO mostly comprising
senior secured obligations. The transaction is actively managed by
Alcentra Ltd, and will exit its reinvestment period on 15 April
2025.

KEY RATING DRIVERS

Fitch Test Matrix Update: The manager is in the process of updating
the Fitch test matrix and the definition of 'Fitch Rating Factor'
and 'Fitch Recovery Rate' in line with Fitch's updated CLOs and
Corporate CDOs Rating Criteria published on 17 September 2021. The
updated criteria, together with the transaction's stable
performance, has had a positive impact on the ratings. As a result
of the matrix amendment, the collateral-quality test for the
weighted average recovery rate (WARR) will be lowered to be in line
with the break-even WARR, at which the current ratings would still
pass.

Fitch has performed a stressed portfolio analysis on the updated
Fitch test matrix and the model-implied ratings are in line with
the current ratings, leading to the affirmation of the notes. The
stressed portfolio analysis was based on a weighted average life
(WAL) haircut of 12 months less than the WAL covenant floored at
six years to account for structural and reinvestment conditions
after the reinvestment period, including the over-collateralisation
and Fitch 'CCC' limitation tests. In Fitch's opinion, these
conditions reduce the effective risk horizon of the portfolio
during stress periods.

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

Stable Asset Performance: The transaction's metrics indicate stable
asset performance. As of the 5 January 2022 trustee report, the
aggregate portfolio amount was 0.03% below the original target par
amount. The transaction passed all collateral-quality, coverage and
portfolio-profile tests. Exposure to assets with a Fitch-derived
rating of 'CCC+' and below (excluding non-rated assets) is 4.2% as
calculated by the trustee.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at the 'B'/'B-' level. Fitch
calculates the WARF at 24.80 under the updated criteria.

High Recovery Expectations: Senior secured obligations comprise
99.6% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 15.33%, and no obligor represents more than 2.10%
of the portfolio balance as calculated by Fitch.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

DATA ADEQUACY

Jubilee CLO 2018-XXI DAC

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

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

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

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


LOGICLANE I: Fitch Assigns 'B-(EXP)' Rating on Class F Debt
-----------------------------------------------------------
Fitch Ratings has assigned Logiclane I CLO DAC expected ratings.

The assignment of final ratings is contingent on final documents
conforming to the information used for the analysis.

DEBT                            RATING
----                            ------
Logiclane I CLO DAC

A                    LT AAA(EXP)sf   Expected Rating
B                    LT AA(EXP)sf    Expected Rating
C                    LT A(EXP)sf     Expected Rating
D                    LT BBB-(EXP)sf  Expected Rating
E                    LT BB-(EXP)sf   Expected Rating
F                    LT B-(EXP)sf    Expected Rating
Subordinated notes   LT NR(EXP)sf    Expected Rating

TRANSACTION SUMMARY

Logiclane I CLO DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans, first-lien last-out loans and
high-yield bonds. The portfolio will be actively managed by Acer
Tree Investment Management LLP. The transaction has a 4.6-year
reinvestment period and an 8.5-year weighted average life (WAL).
The note proceeds will be used to fund a portfolio with a target
par amount of EUR400 million.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B/B-' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 24.61.

High Recovery Expectations (Positive): Senior secured obligations
comprise 90% of the portfolio. Fitch views the recovery prospects
for these assets as more favourable than for second-lien, unsecured
and mezzanine assets. The Fitch weighted average recovery rate
(WARR) of the identified portfolio is 62.56%.

Diversified Portfolio (Positive): The transaction has a
concentration limit for the 10 largest obligors and fixed-rate
assets at 21.0% and 10%, respectively. The transaction also
includes various concentration limits, including the maximum
exposure to the three largest (Fitch-defined) industries in the
portfolio at 40%. These covenants ensure that the asset portfolio
will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a 4.6-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed portfolio with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Positive): The WAL used for the transaction's
stress portfolio analysis is 12 months less than the WAL covenant
at the issue date. This reduction to the risk horizon accounts for
the strict reinvestment conditions envisaged after the reinvestment
period. These include passing both the coverage tests and the Fitch
'CCC' limit after reinvestment and a WAL covenant that
progressively steps down, both before and after the end of the
reinvestment period. In Fitch's opinion, these conditions would
reduce the effective risk horizon of the portfolio during the
stress period.

RATING SENSITIVITIES

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

-- An increase of the default rate (RDR) at all rating levels by
    25% of the mean RDR and a decrease of the recovery rate (RRR)
    by 25% at all rating levels in the stressed portfolio would
    result in downgrades of no more than five notches.

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

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

-- A reduction of the RDR at all rating levels by 25% of the mean
    RDR and a 25% increase of the recovery rate at all rating
    levels would lead to an upgrade of up to four notches for the
    rated notes, except the class A notes, which are already at
    the highest rating on Fitch's scale and cannot be upgraded.

-- Upgrades could occur after the end of the reinvestment period
    if portfolio credit quality and deal performance were better
    than expected, leading to higher CE and excess spread
    available to cover losses in the remaining portfolio.

BEST/WORST CASE RATING SCENARIO

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

DATA ADEQUACY

Logiclane I CLO DAC

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

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

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


NORTH WESTERLY VI: Fitch Raises Class F Notes to 'B'
----------------------------------------------------
Fitch Ratings has upgraded North Westerly VI ESG CLO DAC's class E
and F notes and affirmed the class A, B-1, B-2, C, and D notes. The
class B-1 through F notes have been removed from Under Criteria
Observation (UCO). The Rating Outlook remains Stable for all
notes.

     DEBT               RATING           PRIOR
     ----               ------           -----
North Westerly VI ESG CLO DAC

A XS2083211370     LT AAAsf  Affirmed    AAAsf
B-1 XS2083212345   LT AAsf   Affirmed    AAsf
B-2 XS2083212857   LT AAsf   Affirmed    AAsf
C XS2083213152     LT Asf    Affirmed    Asf
D XS2083213749     LT BBBsf  Affirmed    BBBsf
E XS2083214473     LT BBsf   Upgrade     BB-sf
F XS2083214713     LT Bsf    Upgrade     B-sf

TRANSACTION SUMMARY

North Westerly VI ESG CLO DAC (formerly North Westerly VI B.V.) is
a cash flow CLO comprised of mostly senior secured obligations. The
transaction is actively managed by NIBC Bank N.V. and will exit its
reinvestment period in August 2024.

KEY RATING DRIVERS

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

The transaction has four matrices, based on 15% and 20% top 10
obligor limits and 0% and 10% fixed rate assets. Fitch analyzed the
matrices specifying the 15% top 10 obligor limit and 0% and 10%
fixed rate assets as the agency viewed these as the most rating
relevant. Fitch also applied a haircut of 1.5% to the weighted
average recovery rate (WARR) as the calculation of the WARR in
transaction documentation reflects an earlier version of Fitch's
CLO criteria.

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

Deviation from Model-Implied Ratings: The ratings assigned to all
notes, except the class A notes, are one notch below their
respective model implied ratings. The deviations reflect the
remaining reinvestment period until August 2024, during which the
portfolio can change due to reinvestment or negative portfolio
migration.

Stable Asset Performance: The transaction metrics indicate stable
asset performance. The transaction is passing all coverage tests,
collateral quality tests, and portfolio profile tests. Exposure to
assets with a Fitch-derived rating (FDR) of 'CCC+' and below is
0.8% excluding non-rated assets, as calculated by Fitch.

'B' Portfolio: Fitch assesses the average credit quality of the
transaction's underlying obligors in the 'B' category. The Fitch
weighted average rating factor (WARF), as calculated by the
trustee, was 32.8, which is below the maximum covenant of 33.0. The
WARF, as calculated by Fitch under the updated criteria, was 24.7.

High Recovery Expectations: Senior secured obligations comprise
95.1% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favorable than for
second-lien, unsecured and mezzanine assets. The Fitch WARR
reported by the trustee was 67.5%, against the covenant at 67.4%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 13.1%, and no obligor represents more than 2.0% of
the portfolio balance, as reported by the trustee.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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.


OAK HILL VII: Fitch Raises Rating on Class F Notes to 'B'
---------------------------------------------------------
Fitch Ratings has upgraded Oak Hill European Credit Partners VII
DAC's class D, E and F notes and affirmed the class A-R, B-R and C
notes. The class B-R through F notes have been removed from Under
Criteria Observation, and all Rating Outlooks are Stable.

     DEBT               RATING           PRIOR
     ----               ------           -----
Oak Hill European Credit Partners VII DAC

A-R XS2330054953   LT AAAsf  Affirmed    AAAsf
B-R XS2331736574   LT AAsf   Affirmed    AAsf
C XS1843457224     LT Asf    Affirmed    Asf
D XS1843456689     LT BBBsf  Upgrade     BBB-sf
E XS1843456093     LT BBsf   Upgrade     BB-sf
F XS1843455871     LT Bsf    Upgrade     B-sf

TRANSACTION SUMMARY

Oak Hill European Credit Partners VII DAC is a cash flow CLO
comprised of mostly senior secured obligations. The transaction is
actively managed by Oak Hill Advisors (Europe), LLP and will exit
its reinvestment period in April 2023.

KEY RATING DRIVERS

CLO Criteria Update: The rating actions mainly reflect the impact
of Fitch's recently updated CLOs and Corporate CDOs Rating
Criteria, and the shorter risk horizon incorporated in Fitch's
updated stressed portfolio analysis. The analysis considered cash
flow modelling results for the stressed portfolio based on the Jan.
06, 2022 trustee report.

The transaction has four matrices, based on 16% and 23% top 10
obligor limits with 0% and 10% fixed-rate assets. Fitch analyzed
the matrices specifying the 16% top 10 obligor limit with 0% and
10% fixed-rate assets as the agency viewed these as the most rating
relevant. Fitch also applied a haircut of 1.5% to the
weighted-average recovery rate (WARR) as the calculation of the
WARR in transaction documentation reflects an earlier version of
Fitch's CLO criteria.

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

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

Stable Asset Performance: The transaction metrics indicate stable
asset performance. The transaction is passing all coverage tests,
collateral quality tests, and portfolio profile tests. Exposure to
assets with a Fitch-derived rating (FDR) of 'CCC+' and below is
4.6% excluding non-rated assets, as calculated by Fitch.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors in the 'B'/'B-' category. The
Fitch weighted-average rating factor (WARF), as calculated by the
trustee, was 33.9, which is below the maximum covenant of 35.0. The
WARF, as calculated by Fitch under the updated criteria, was 24.7.

High Recovery Expectations: Senior secured obligations comprise
99.4% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favorable than for
second-lien, unsecured and mezzanine assets. The Fitch WARR
reported by the trustee was 67.6%, against the covenant at 63.8%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 13.2%, and no obligor represents more than 1.6% of
the portfolio balance, as reported by the trustee.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

DATA ADEQUACY

Oak Hill European Credit Partners VII DAC

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

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

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

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


OZLME III: Moody's Affirms B2 Rating on EUR12MM Class F Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by OZLME III Designated Activity Company:

EUR35,500,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Upgraded to Aa1 (sf); previously on Sep 11, 2020 Affirmed Aa2
(sf)

EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Upgraded to Aa1 (sf); previously on Sep 11, 2020 Affirmed Aa2 (sf)

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

EUR225,000,000 Class A-1 Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Sep 11, 2020 Affirmed Aaa
(sf)

EUR10,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on Sep 11, 2020 Affirmed Aaa (sf)

EUR26,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed A2 (sf); previously on Sep 11, 2020
Affirmed A2 (sf)

EUR21,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Baa2 (sf); previously on Sep 11, 2020
Confirmed at Baa2 (sf)

EUR22,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Sep 11, 2020
Confirmed at Ba2 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B2 (sf); previously on Sep 11, 2020
Confirmed at B2 (sf)

OZLME III Designated Activity Company issued in January 2018, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Sculptor Europe Loan Management Limited. The
transaction's reinvestment period is ending in February 2022.

RATINGS RATIONALE

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

The affirmations on the ratings on the Class A-1, A-2, C, D, E and
F Notes are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.

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 amortization profile and lower
weighted average rating factor than it had assumed at the last
rating action in September 2020.

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: EUR395.94m

Defaulted Securities: EUR1.37m

Diversity Score: 60

Weighted Average Rating Factor (WARF): 2846

Weighted Average Life (WAL): 4.68 years

Weighted Average Spread (WAS): 3.63%

Weighted Average Coupon (WAC): 3.46%

Weighted Average Recovery Rate (WARR): 44.07%

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, 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.

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.


RRE 11 LOAN: Fitch Assigns BB-(EXP) Rating on Class D Debt
----------------------------------------------------------
Fitch Ratings has assigned RRE 11 Loan Management DAC expected
ratings.

DEBT              RATING
----              ------
RRE 11 Loan Management Designated Activity Company

A-1    LT AAA(EXP)sf   Expected Rating
A-2A   LT AA(EXP)sf    Expected Rating
A-2B   LT AA(EXP)sf    Expected Rating
B      LT A-(EXP)sf    Expected Rating
C      LT BBB-(EXP)sf  Expected Rating
D      LT BB-(EXP)sf   Expected Rating

TRANSACTION SUMMARY

RRE 11 Loan Management DAC is a securitisation of mainly senior
secured obligations (at least 92.5%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds will be used to purchase a portfolio with a target par of
EUR500 million. The portfolio is actively managed by Redding Ridge
Asset Management (UK) LLP. The collateralised loan obligation (CLO)
has a five-year reinvestment period and a nine-year weighted
average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 26.24.

High Recovery Expectations (Positive): At least 92.5% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 62.8%.

Diversified Asset Portfolio (Positive): The transaction has a
concentration limit for the 10 largest obligors of 20%. The
transaction also includes various concentration limits, including
the maximum exposure to the three largest (Fitch-defined)
industries in the portfolio at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

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

Cash Flow Modelling (Positive): At closing, the WAL covenant
according to the transaction document will be nine years but Fitch
has assumed a 9.25 years WAL covenant as the covenant only
decreases by three months during the first six-month payment
period. The WAL used for the transaction's stress portfolio
analysis was then reduced by 12 months. This reduction to the risk
horizon accounts for the strict reinvestment conditions envisaged
after the reinvestment period. These include passing the coverage
tests, the Fitch WARF test and the Fitch maximum 'CCC' limit after
reinvestment and a WAL covenant that progressively steps down over
time, both before and after the end of the reinvestment period. In
Fitch's opinion, these conditions would reduce the effective risk
horizon of the portfolio during the stress period.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

DATA ADEQUACY

RRE 11 Loan Management Designated Activity Company

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.


SOUND POINT I: Fitch Affirms B- Rating on Class F-R Notes
---------------------------------------------------------
Fitch Ratings has upgraded Sound Point Euro CLO I Funding DAC's
class E-R notes and affirmed the class X-R, A-R Loan, A-R, B-1-R,
B-2-R, C-R, D-R and F-R notes. The class B-1-R through F-R notes
have been removed from Under Criteria Observation (UCO), and all
Rating Outlooks are Stable.

      DEBT                    RATING           PRIOR
      ----                    ------           -----
Sound Point Euro CLO I Funding DAC

A-R Loan                LT AAAsf   Affirmed    AAAsf
A-R Note XS2339924701   LT AAAsf   Affirmed    AAAsf
B-1-R XS2339925005      LT AAsf    Affirmed    AAsf
B-2-R XS2339925344      LT AAsf    Affirmed    AAsf
C-R XS2339925773        LT Asf     Affirmed    Asf
D-R XS2339926078        LT BBB-sf  Affirmed    BBB-sf
E-R XS2339926318        LT BBsf    Upgrade     BB-sf
F-R XS2339926235        LT B-sf    Affirmed    B-sf
X-R XS2339924453        LT AAAsf   Affirmed    AAAsf

TRANSACTION SUMMARY

Sound Point Euro CLO I Funding DAC is a cash flow CLO comprised of
mostly senior secured obligations. The transaction is actively
managed by Sound Point CLO C-MOA, LLC and will exit its
reinvestment period in November 2025.

KEY RATING DRIVERS

CLO Criteria Update: The rating actions mainly reflect the impact
of Fitch's recently updated CLOs and Corporate CDOs Rating
Criteria, and the shorter risk horizon incorporated in Fitch's
updated stressed portfolio analysis. The analysis considered cash
flow modelling results for the stressed portfolio based on the Jan.
4, 2022 trustee report.

The transaction has six matrices, based on 15% and 20% top 10
obligor limits and 0%, 7.5%, and 10% fixed-rate assets. Fitch
analyzed the matrices specifying the 15% top-10 obligor limit and
0% and 10% fixed-rate assets as the agency viewed these as the most
rating relevant.

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

Deviation from Model-Implied Ratings: The ratings assigned to all
notes, except the class X-R, A-R Loan, A-R and F-R notes, are one
notch below their respective model implied ratings. The deviations
reflect the remaining reinvestment period until November 2025,
during which the portfolio can change due to reinvestment or
negative portfolio migration.

Stable Asset Performance: The transaction metrics indicate stable
asset performance. The transaction is passing all coverage tests,
collateral quality tests, and portfolio profile tests. Exposure to
assets with a Fitch-derived rating (FDR) of 'CCC+' and below is
0.6% excluding non-rated assets, as calculated by Fitch.

'B' Portfolio: Fitch assesses the average credit quality of the
transaction's underlying obligors in the 'B' category. The Fitch
weighted average rating factor (WARF), as calculated by the
trustee, was 32.5, which is below the maximum covenant of 33.5. The
WARF, as calculated by Fitch under the updated criteria, was 24.4.

High Recovery Expectations: Senior secured obligations comprise
99.5% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favorable than for
second-lien, unsecured and mezzanine assets. The Fitch WARR
reported by the trustee was 64.7%, against the covenant at 58.5%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 10.3%, and no obligor represents more than 1.2% of
the portfolio balance, as reported by the trustee.

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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.


SOUND POINT VIII: Moody's Gives (P)B3 Rating to EUR14.5MM F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to the notes to be issued by Sound
Point Euro CLO VIII Funding DAC (the "Issuer"):

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

EUR42,500,000 Class B-1 Senior Secured Floating Rate Notes due
2035, Assigned (P)Aa2 (sf)

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

EUR32,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)A2 (sf)

EUR35,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)Baa3 (sf)

EUR24,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)Ba3 (sf)

EUR14,500,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured loans, second-lien
loans, mezzanine obligations and high yield bonds. The portfolio is
expected to be approximately 55% ramped as of the closing date and
to comprise predominantly of corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the approximate six month ramp-up period in compliance with
the portfolio guidelines.

Sound Point CLO C-MOA, LLC, acting through its Second Management
Series ("Sound Point") will manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's five year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk
obligations.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR46,000,000 Subordinated Notes due 2035 which
are not rated.

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR500,000,000

Diversity Score (*): 52

Weighted Average Rating Factor (WARF): 3010

Weighted Average Spread (WAS): 3.88%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 44.5%

Weighted Average Life (WAL): 9.07 years




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

BCC NPLS 2018: Moody's Cuts Rating on EUR282MM Class A Notes to B1
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Class A in
BCC NPLs 2018 S.r.l. The rating action reflects slower than
anticipated cash-flows generated from the recovery process on the
non-performing loans (NPLs). Moody's affirmed the rating of the
Class B notes that had sufficient credit enhancement to maintain
the current rating.

EUR282M Class A Notes, Downgraded to B1 (sf); previously on Apr 6,
2021 Downgraded to Ba3 (sf)

EUR31.4M Class B Notes, Affirmed Caa3 (sf); previously on Apr 6,
2021 Downgraded to Caa3 (sf)

RATINGS RATIONALE

The downgrade action on Class A is prompted by slower than
anticipated cash-flows generated from the recovery process on the
NPLs.

Slower than anticipated cash-flows generated from the recovery
process on the NPLs:

The transaction has underperformed the servicers' original
expectations since closing with the gap between actual and
servicer's and Moody's expected collections increasing. As of
November 2021, Cumulative Collection Ratio, based on collections
net of legal and procedural costs, was at 67.2% meaning that
collections are coming significantly slower than anticipated in the
original Business Plan projection. Indeed, through the collection
period ending in November 2021, more than three years since
closing, aggregate collections net of legal and procedural costs
and servicing fees were EUR110.7 million versus updated 2020
business plan expectations of EUR157.1 million. Cumulative gross
collections are down 18% from updated 2020 business plan
expectations.

As of the latest reporting date both Cumulative Collection Ratio
and NPV Cumulative Profitability Ratio were below 100%, 67.2% and
89.4%, respectively. These ratios show a deterioration compared to
the former downgrade of Class A notes in April 2021 (91.6% and
91.7%, respectively).

A low Cumulative Collection Ratio means collections are coming
slower than anticipated and low NPV Cumulative Profitability ratio
means actual collections are significantly lower than what
expected. NPV Cumulative Profitability ratio is the ratio between
collections and the Net Present Value, discounted at 3.5% yield, of
expected collections as per the original business plan.

In term of underlying portfolio, the reported GBV stood at EUR704.6
million as of November 2021 down from EUR1,044.8 million at
closing. The secured portion has slightly increased compared to
closing as the additional security is securing a previously
unsecured portion of the pool. Around 2,400 properties,
representing around 32% of the secured assets backing the pool,
have been sold and values achieved at sale are slightly lower than
anticipated on residential properties while in line with Moody's
expectations on the other real estate categories. Borrowers are
mainly corporates (around 84%) and the underlying properties for
Secured positions, under Moody's classification, are mostly
concentrated in Tuscany, Emilia Romagna and Lombardy (about 73%).

The transaction was underperforming the original projection already
at the time of previous rating action in April 2021, but
performance has continued to deteriorate since then. This portfolio
has a higher borrower concentration than other Italian NPLs
securitisations. About 10% of the pool Gross Book Value ("GBV") is
concentrated on the top 10 obligors, which increases potential
performance volatility.

Moody's notes that the advance rate, the ratio between the size of
the most senior tranche in the transaction and its GBV, stood at
26.76% as of December 2021.

Moody's also notes that Class B deferral trigger is hit since the
Payment Date falling in June 2021, after being hit for the first
time in June 2020 and cured in December 2020. As such, Class B is
not receiving interest payment (unpaid interest totals EUR1.75
million as of Payment Date falling in December 2021).

NPL transactions' cash flows depend on the timing and amount of
collections. Due to the current economic environment, Moody's has
considered additional stresses in its analysis, including a 6 to
12-month delay in the recovery timing.

Moody's has taken into account the potential cost of the GACS
Guarantee within its cash flow modelling, while any potential
benefit from the guarantee for the senior Noteholders has not been
considered in its analysis.

The action has considered how the coronavirus pandemic has reshaped
Italy's economic environment and the way its aftershocks will
continue to reverberate and influence the performance of NPLs.
Moody's expect the public health situation to improve as
vaccinations against COVID-19 increase and societies continue to
adapt to new protocols. But the virus will remain endemic, and
economic prospects will vary -- starkly, in some cases -- by region
and sector.

Moody's regard the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.

The principal methodology used in these ratings was "Non-Performing
and Re-Performing Loan Securitizations Methodology" published in
April 2020.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (i) the recovery process of the non-performing
loans producing significantly higher cash-flows in a shorter time
frame than expected; (ii) improvements in the credit quality of the
transaction counterparties; and (iii) a decrease in sovereign
risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (i) significantly lower or slower cash-flows
generated from the recovery process on the non-performing loans due
to either a longer time for the courts to process the foreclosures
and bankruptcies, a change in economic conditions from Moody's
central scenario forecast or idiosyncratic performance factors. For
instance, should economic conditions be worse than forecasted and
the sale of the properties generate less cash-flows for the issuer
or take a longer time to sell the properties, all these factors
could result in a downgrade of the ratings; (ii) deterioration in
the credit quality of the transaction counterparties; and (iii)
increase in sovereign risk.


NEXI SPA: Fitch Raises LT IDR to 'BB', Outlook Stable
-----------------------------------------------------
Fitch Ratings has upgraded Nexi S.p.A.'s Long-Term Issuer Default
Rating (IDR) to 'BB' from 'BB-' and removed the Rating Watch
Positive on its IDR. The Outlook is Stable. Fitch has also upgraded
the rating of the unsecured notes issued by Nexi and by Nassa Topco
AS to 'BB' from 'BB-', with a recovery rating of 'RR4'.

The rating actions follow the closing of the merger with SIA
S.p.A., which completes the transformational M&A activity recently
undertaken by the group that also included entities controlling
Nets Topco Lux 3 Sarl (Nets; rating withdrawn) and the merchant
acquiring business of UBI Banca S.p.A.

The acquisitions have been predominantly equity-funded through
share-exchange deals. Post-closing, the company's key shareholders
are entities related to Cassa depositi e prestiti SpA (BBB/Stable).
Funds managed by private-equity houses previously owning Nexi and
Nets control about 40% of the company. The merger has resulted in
an improved business mix and financial profile. In particular,
Fitch expects funds from operations (FFO) gross leverage to be 5.4x
by end-2022, in line with a 'BB' rating for Nexi's sector.

KEY RATING DRIVERS

Merger Completed: Nexi closed the acquisition of Nets in June 2021
and that of SIA in December. 2022 will be the first full year of
trading post-merger. The coverage, after the SIA merger, of the
wider payment spectrum is now stronger in Italy, thanks to key
banking accounts such as Unicredit and Poste Italiane - the legacy
of SIA. Nets contributes strong positions in merchant-acquiring and
card-issuance in the Nordics and central European countries,
including Germany.

Italy will be 56% of the combined entity's revenue, followed by
about 22% in the Nordics and about 15% in the DACH region (Germany,
Austria and Switzerland) and Poland combined, increasing
diversification.

Leverage Declines Post-Merger: The acquisitions had a strong equity
component, mainly through share-exchange deals, reducing the
increase in pro-forma leverage. Notes and convertibles issued by
Nexi in 2021 refinanced a material portion of Nets' debt and all of
SIA's debt post-acquisition. Fitch estimates FFO gross leverage at
5.4x in 2022, after the first full year of trading post-merger, in
line with Fitch's previous forecasts. Fitch expects the metric to
be below 5.0x by 2024. Fitch has revised upwards its expectations
of the cash position of the group, and now expect about EUR1.5
billion by end-2022. This is driven by lower refinancing needs,
additional cash from new committed facilities and a better
operating performance.

Additional Debt Funding Possible: The recourse to additional debt
funding remains an option for Nexi. Fitch believes that
shareholders may develop an appetite for further value enhancing
M&A deals, considering the lock-up period of their shareholding
expires within July 2023. At the same time, the possible
reorganisation of European banks, still the owners of most
credit-card platforms in the continent, could provide acquisition
opportunities.

However, Fitch does not expect the company to acquire competitors
of the same size as Nets and SIA. In addition, cash on balance
sheet and potential proceeds from disposals may lower the need to
issue new debt.

Bolt-on M&A Assumed: Fitch's rating case factors in bolt-on
acquisitions. In 2022 Fitch models about EUR500 million of M&A,
financed through EUR300 million of additional debt. The balance
will be sourced from cash on balance sheet and proceeds from
disposals. Fitch assumes an annual acquisition spend of about
EUR300 million for 2023-2025, without further debt financing. Fitch
believes the logical targets for Nexi to be small-to-medium
merchant acquiring books, spun-off by European banks.

Fitch assumes minor disposals to take place over the next two
years, mainly of ancillary businesses. Fitch believes these may
involve legacies from Nets and SIA as well as some of Nexi's
e-commerce platforms.

Operating Assumptions Revised: Fitch has revised certain operating
assumptions for the group, such as increasing Fitch's revenue
expectations on SIA's legacy business lines by about 15% in 2022,
following a strong 2021 performance. This, together with bolt-on
acquisitions, increases Fitch's consolidated 2022 revenue by about
8%, compared with Fitch's previous case.

Fitch has also revised upwards Fitch's capex assumptions. The
company announced a new plan of transformation and integration
capex for an additional EUR300 million until 2025. Overall, Fitch
now expects capital intensity, on average, to be about 15% for
2022-2024. The free cash flow (FCF) margin of the group remains
adequate for its rating at about 8% for the same period.

Synergies Drive Margin Improvements: SIA and Nets had lower margins
than Nexi, due to different legacy businesses and geographic mix.
Thus, Fitch expects a dilutive effect on the combined entity's
Fitch-defined EBITDA (including lease expenses) and FCF margins
post-acquisitions. However, cost synergies should improve the
Fitch-defined EBITDA margin to 46% in 2023. The management targets
about EUR200 million in cost savings mostly by 2024, between
procurement and technological optimisation. Fitch factors in,
instead, phased cost savings of about EUR100 million by the same
period.

Non-Recurring Excluded from EBITDA: Fitch excludes from EBITDA
about EUR450 million of non-recurring items between 2021 and 2023,
indicated by Nexi as restructuring, advisory and integration
expenses. Fitch has partial visibility on the specific nature of
these costs. Fitch will review and assess, from time to time, the
transformational nature of these items. Any cost of recurring
nature will be expensed as an operating cost, and included in
Fitch's EBITDA definition.

Resumption in Cards Volumes: Credit card volumes in Italy were
higher in 2021 than 2019, following a moderate decline in 2020
versus 2019. Data are based on volumes through merchants in Nexi's
network. 2021 performance in the Nordics is broadly flat on 2019,
while DACH lags behind by about 30%. However, DACH and Poland
account for about 15% of the group's revenue. Increases in cards
utilisation for consumer staples drive the growth in all regions.

Weaknesses in international travel drag volumes for flights and
related bookings, usually leading card transactions by category.
Fitch estimates organic growth to be about 6% in 2022.

Transactions Settlement Central: Credit card issuance activities
require settlement funding. In Italy, purchase payments are
collected from cardholders' accounts between 15 and 45 days
post-transaction, while credited to merchants within 48 hours of
the purchase. These settlement imbalances are financed by dedicated
facilities whose costs and ultimate credit risk are carried by
card-issuing banks.

Fitch currently does not include the settlement activities in its
working capital and leverage calculations, while it assesses the
different facilities involved on a case-by-case basis.

Disruptions to settlement arrangements may increase operational
risk, despite the credit protection. For this reason, Fitch models
a yearly charge of EUR20 million before FFO as a cost related to
keeping the settlement facilities in place. Fitch believes that
improvements in settlement efficiency will be key to enhancing the
credit profile of Nexi and card issuers in general.

DERIVATION SUMMARY

Nexi benefits from a leading position in the Italian digital
payment market, with a clear leadership in merchant-acquiring and
payment-instrument issuance, amid the growing adoption of
electronic payments. Besides, the product mix has improved thanks
to the SIA legacy payments processing activities. The merger with
SIA and Nets has strengthened Nexi's position in the Italian
domestic market and expanded its coverage to a wider European
scope. Italian revenue is, pro-forma, about 56%, followed by the
Nordics (22%) and DACH plus Poland (15%).

Nexi's enduring relationships with key partner banks in Italy are
expanded by SIA's key legacy accounts such as Unicredit, BNL and
Poste Italiane, as well by a fair number of central and eastern
European clients. Former Nets' business perimeter provides a
leading presence in Nordic countries, on top of Concardis and
Dotpay that were previously acquired by Nets. After the merger,
Nexi has become one of the leading non-bank payment technology
operators in Europe, with an increased number of partner banks,
resulting in higher switching costs for merchants. The latter will
translate into higher barriers to entry and stronger pricing
power.

Nexi shares limited similarities with investment-grade payment
processors and fintech operators such as PayPal Holdings, Inc.
(A-/Stable), Fidelity National Information Services, Inc.
(BBB/Stable) and Euronet Worldwide, Inc. (BBB/Stable). These peers,
broadly, have lower margins than Nexi, but stronger geographical
diversification and significantly lower indebtedness.
Notwithstanding, these issuers share favourable secular trends in
digital payments.

In the speculative-grade space, comparisons can be made with
Hurricane Bidco Limited (Paymentsense; B/Stable), a provider of
merchant services in the U.K. expanding into merchant acquiring.
Paymentsense, however, has higher leverage and a different business
model that is focused on partnerships with SMEs rather than the
banking channel, and has lower EBITDA and FCF margins than Nexi.

KEY ASSUMPTIONS

-- 2022 first full year of trading post-merger;

-- Underlying CAGR revenue growth for Nexi of 5.3% for 2020-2025;

-- Underlying group EBITDAR at 47% in 2021, rising towards 51% by
    2025;

-- Synergies from the integration of SIA and Nets of EUR117
    million or about 60% of EUR195 million management-expected
    cost synergies to be phased in and fully achieved by 2026;

-- Non-recurring items recognised in full as one-offs due to the
    transformational nature of these deals;

-- Settlement facility charge increased to EUR20 million from
    EUR15 million within FFO to reflect increased scale;

-- EUR2.0 billion of capex for 2022-2025;

-- Common dividends expected from 2023 onwards at 35% of net
    income;

-- Bolt-on acquisitions of EUR500 million in 2022 and EUR300
    million per year through to 2025.

RATING SENSITIVITIES

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

-- Total Debt with Equity Credit/Operating EBITDA below 4.0x or
    FFO gross leverage consistently below 4.5x;

-- Operating EBITDA/Interest Paid over 4.5x or FFO interest
    coverage over 4.0x;

-- Further improvements in margins following the integration
    through cost savings and revenue enhancement initiatives;

-- Proven commitment to deleverage also through the convergence
    towards the stated medium-term leverage target.

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

-- Total Debt with Equity Credit/Operating EBITDA above 5.0x or
    FFO gross leverage above 5.5x;

-- Operating EBITDA/Interest Paid below 3.5x or FFO interest
    coverage below 3.0x;

-- Additional recourse to debt-funded acquisitions;

-- Poor execution of integration workstreams, including failure
    to achieve synergies, leading to enduring declines in EBITDA
    and FCF margins;

-- Disruptions/deterioration in the settlement facility setup.

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

Comfortable Liquidity: Fitch assesses the combined entity's
liquidity as comfortable, based on an estimated EUR1.5 billion cash
on balance sheet for 2022, after the refinancing of debt held at
SIA, and an EUR350 million revolving credit facility. The merger
with SIA and Nets strengthens Nexi's position in the Italian
domestic market and expand its coverage to a wider European scope.
Italian revenue amounts, pro-forma, to about 55%, followed by the
Nordics (22%) and DACH plus Poland (15%).

ISSUER PROFILE

Nexi is among the leading payment technologies operators in EMEA,
active in credit cards merchant acquiring, emission and network
services. The company also covers digital payments and digital
solutions for banks and corporates.

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.




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

FR FLOW CONTROL 1: Moody's Gives B3 Rating on New Term Loan B
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to FR Flow Control
Luxco 1 S.a r.l.'s ("Flow Control") proposed senior secured term
loan B. Flow Control's existing ratings, including the B3 corporate
family rating, B3-PD probability of default rating and B3 senior
secured debt rating, and positive outlook are unaffected.  Proceeds
from the $75 million add-on term loan will be used primarily to
fund the acquisition of Termomeccanica Pompe ("TM.P"), a global
manufacturer of engineered pumps and compressors and provider of
related aftermarket solutions.

The transaction is credit negative because it will increase Flow
Control's funded debt (by roughly 45%) and leverage, with Moody's
adjusted debt-to-EBITDA approaching 4.5x pro forma for the
transaction.  The acquisition also poses execution risks and is
occurring amid inflationary and supply chain headwinds that will
likely exert margin pressures through at least 2022.  However, the
ratings and outlook are currently unaffected because Moody's
believes TM.P will be accretive over time, increasing Flow
Control's mix of higher margin aftermarket revenue.  Moody's also
expects Flow Control to benefit from favorable demand trends as key
industrial end markets continue to recover from the pandemic's
effects.  These factors should gradually drive higher margins and
improve Flow Control's credit metrics, aided by ongoing efficiency
initiatives and the achievement of targeted acquisition synergies
over the next 12 to 24 months.

Assignments:

Issuer: FR Flow Control Luxco 1 S.a r.l.

Gtd Senior Secured Term Loan B, Assigned B3 (LGD3)

RATING RATIONALE

The B3 CFR reflects Flow Control's solid market position in
attractive niches, particularly nuclear power generation, and
heightened focus on the recurring aftermarket revenue stream that
should enhance its cash flow capabilities, aided by modest capital
spending requirements. Despite top line pressures from the roll-off
of certain large prior-year original equipment orders and supply
chain delays, higher aftermarket sales and cost optimization have
driven up the adjusted EBITDA margin to around 11%. Expanding
aftermarket opportunities by better serving the installed base of
equipment should support longer term margin expansion, along with
good cost controls and savings achieved from footprint
consolidation and procurement initiatives. This should enable Flow
Control to continue building on its positive momentum in
establishing a sustainable run-rate level of earnings.

The acquisition expands Flow Control's scale in engineered pumps
and aftermarket service capabilities, as well as its installed base
and geographic footprint in EMEA. Still, scale remains modest at
about $545 million in revenue (pro forma for the proposed
acquisition) and the market is fragmented and competitive. Flow
Control also has lower margins than industry peers, a short history
of execution as a standalone company and uneven free cash flow.
While Moody's expects annual free cash flow to be positive, the
cash flow is prone to periodic working capital swings and will be
impacted by continuing supply chain disruptions and the TM.P
integration, as well as costs to achieve synergies. The company has
meaningful exposure to cyclical end markets, including mining, oil
& gas and chemical. Given these factors, Moody's anticipates the
company will operate with moderate financial leverage, which should
fall towards 4x into 2023 amid improving demand conditions.
However, the effects and uncertain timing of the pandemic will
likely drive an uneven macroeconomic recovery.

The positive outlook reflects Moody's expectation of improving end
market demand to drive steady organic top-line growth, with
procurement and lean initiatives helping to offset inflationary and
supply chain pressures over the next year. Moody's expects these
factors and acquisition synergies to lead to improved returns and
gradually higher margins. Favorable dynamics in key end markets,
such as strict regulations in the nuclear power industry and
required infrastructure upgrades in the water/wastewater industry,
as well as a meaningful base of equipment should enable Flow
Control to capture profitable growth opportunities. The outlook
anticipates Flow Control will maintain adequate liquidity over the
next 12 to 18 months and policies that support good financial
flexibility given its business risk.

Flow Control's adequate liquidity is supported by Moody's
expectation of cash balances in excess of $50 million and positive
free cash flow over the next year, as well as ample availability on
the $40 million revolving credit facility, which is currently
undrawn. Moody's expects the facility to be utilized during periods
of higher working capital needs and to support potential tuck-in
acquisition activity. The term loans and revolving facility include
a secured net leverage ratio. Moody's expects the company to
maintain good cushion over the next twelve months. There are no
near-term debt maturities and less than $1 million of required term
loan amortization payments annually.

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

Ratings could be upgraded with EBITDA margin approaching 15%,
benefiting from a larger share of higher-margin aftermarket sales
from the installed base, as well as debt-to-EBITDA expected to
remain below 5x and positive free cash flow on a sustained basis. A
track record of top-line stability and growth as well as the
maintenance of good liquidity would also be necessary for an
upgrade.

The ratings could be downgraded with Moody's expectation of
deteriorating margins, sustained negative free cash flow and
debt-to-EBITDA remaining above 6x. An inability to integrate TM.P
successfully and to grow the aftermarket revenue stream, which adds
resilience to the top-line, would be viewed negatively. Weaker
liquidity, including significantly reduced revolver availability or
tight covenant compliance would also drive downward rating
pressure, as would debt-funded transactions that meaningfully
weaken the credit metrics.

The principal methodology used in this rating was Manufacturing
published in September 2021.

FR Flow Control Luxco 1 S.a r.l. is the financing subsidiary for FR
Flow Control Midco Limited (U.K.), doing business as Trillium Flow
Technologies, which designs and manufactures highly-engineered
valves and pumps and provides specialist support services to
several industries. These include the global power generation,
industrial, waste & wastewater, oil & gas and other
aftermarket-oriented process industries. Pro forma for the TM.P
acquisition, revenue is estimated to approach $545 million for the
fiscal year ended December 31, 2021.


NORTHPOLE NEWCO: S&P Withdraws 'CCC+' LT Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings has withdrawn its 'CCC+' long-term issuer credit
rating on software provider Northpole Newco  S.a.r.l. (NSO), as
well as its 'CCC+' issue ratings on the company's senior secured
term loan, on the issuer's request and a lack of sufficient
information. The outlook was negative at the time of the
withdrawal.

S&P has not been able to obtain sufficient information on NSO's
financials, covenant compliance, operations, and strategy. It does
not expect to obtain this information in the future and are
therefore unable to provide surveillance on the ratings on NSO.




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S P A I N
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AYT CGH BBK II: Moody's Ups Rating on EUR7MM Class C Notes to Ba3
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Moody's Investors Service has upgraded the ratings of Notes in AyT
HIPOTECARIO BBK I, FTA and Serie AYT C.G.H. BBK II, FTA. The
upgrades reflect increased levels of credit enhancement for the
affected Notes. In addition, for Serie AYT C.G.H. BBK II, FTA the
reserve fund depletion rate is lower than expected.

Issuer: AyT HIPOTECARIO BBK I, FTA

EUR914.5M Class A Notes, Affirmed Aa1 (sf); previously on Apr 26,
2021 Affirmed Aa1 (sf)

EUR46M Class B Notes, Affirmed Aa1 (sf); previously on Apr 26,
2021 Affirmed Aa1 (sf)

EUR39.5M Class C Notes, Upgraded to Aa3 (sf); previously on Apr
26, 2021 Upgraded to A1 (sf)

Issuer: Serie AYT C.G.H. BBK II, FTA

EUR955.5M Class A Notes, Affirmed Aa1 (sf); previously on Apr 26,
2021 Affirmed Aa1 (sf)

EUR30.5M Class B Notes, Upgraded to Baa1 (sf); previously on Apr
26, 2021 Upgraded to Ba1 (sf)

EUR7M Class C Notes, Upgraded to Ba3 (sf); previously on Apr 26,
2021 Affirmed B1 (sf)

EUR7M Class D Notes, Affirmed Caa1 (sf); previously on Jul 10,
2015 Upgraded to Caa1 (sf)

Moody's affirmed the ratings of the Classes of Notes that had
sufficient credit enhancement to maintain their current ratings.

The maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The upgrades of the ratings of the Notes are prompted by the
increase in credit enhancement for the affected tranches. For
instance, the credit enhancement of the tranches increased as
follows: for AyT HIPOTECARIO BBK I, FTA, classes A, B and C to
59.81%, 34.69% and 13.11% from 51.20%, 29.69% and 11.22%
respectively since the previous rating action in April 2021; for
Serie AYT C.G.H. BBK II, FTA, classes A, B, C and D to 22.82%,
11.62%, 9.05% and 6.48% from 20.71%, 10.94%, 8.70% and 6.46%
respectively since the previous rating action in April 2021.

The reserve fund of Serie AYT C.G.H. BBK II, FTA decreased to
EUR17,631,077 from 20,166,770 in April 2021. The mortgages in the
collateral pool pay floating rates referencing EURIBOR while the
notes are paying fixed coupons. The issuer consistently draws from
the reserve fund to cover coupon payments under the notes because
interest collections from the collateral pool are not sufficient.
The stable performance of the collateral pool has yielded more
interest collections than expected so the reserve fund has been
depleted less than anticipated.

Key Collateral Assumptions

As part of the rating actions, Moody's reassessed its lifetime loss
expectations and recovery rates for the portfolios reflecting their
collateral performance to date.

The performance of the transactions continued to be stable since
the last rating actions. Cumulative defaults remain largely
unchanged in the past year and are as follows across the
transactions: AyT HIPOTECARIO BBK I, FTA, currently at 1.27% and
Serie AYT C.G.H. BBK II, FTA currently at 1.88% as a percentage of
the original pool balance.

Moody's maintained its expected loss assumptions for AyT
HIPOTECARIO BBK I, FTA, currently at 1.0% and Serie AYT C.G.H. BBK
II, FTA, at 1.51% as a percentage of the original pool balance.

Moody's also assessed loan-by-loan information as part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has maintained the MILAN CE
assumptions at 8.0% for both AyT HIPOTECARIO BBK I, FTA and Serie
AYT C.G.H. BBK II, FTA.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
February 2022.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected; (2) an increase in the Notes'
available credit enhancement; (3) improvements in the credit
quality of the transaction counterparties; and (4) a decrease in
sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) an increase in sovereign risk; (2) performance
of the underlying collateral that is worse than Moody's expected;
(3) deterioration in the Notes' available credit enhancement; and
(4) deterioration in the credit quality of the transaction
counterparties.




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T U R K E Y
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AYDEM YENILENEBILIR: Fitch Alters Outlook on 'B+' LT IDR to Neg.
----------------------------------------------------------------
Fitch Ratings has revised the Outlook on Aydem Yenilenebilir Enerji
Anonim Sirketi's (Aydem Renewables) Long-Term Issuer Default Rating
(IDR) to Negative from Stable and affirmed the IDR at 'B+'.

The Outlook revision reflects Fitch's expectations that the company
will be in breach of Fitch's negative rating sensitivities over
2021-2023 due to a delay in commissioning of 640MW of extra
capacity compared with the initial schedule, compounded by the
negative impact of lira depreciation on capex and leverage. The
Outlook revision follows the downgrade of Turkey's Long-Term IDR to
'B+' with a Negative Outlook. Further delays in regulatory
approvals and project implementation, leading to a failure to
deleverage below Fitch's negative rating sensitivity by 2024, or
negative rating action on Turkey, would result in a downgrade of
Aydem Renewables.

Aydem Renewables' 'B+' rating reflects its high leverage, limited
but increasing size and scale of operations, and rising exposure to
merchant price and foreign-exchange (FX) as feed-in tariffs
gradually expire. Rating strengths are its good asset quality, low
offtake risk, supportive regulation for renewable energy producers
in Turkey despite macro volatility, high profitability and
naturally hedged revenue mitigating FX exposure on debt.

KEY RATING DRIVERS

Delays in New Projects: The company now expects the first (136MW
solar) stage of hybrid projects to become fully operational by
end-2022 (vs. end-2021 initially planned) and the second stage
(196MW wind and 188MW solar) during 2023 (vs. 3Q-4Q22 initially).
This is due to delays in receiving approvals for construction from
the regulators and the overall uncertainty in the economy, mainly
on the FX market.

The company has not yet received regulatory approvals for 438MW out
of 640MW to be commissioned, although it expects to receive them
during 2022. Aydem Renewables remains committed to launching all
new projects by end-2023 and staying within the initial
expansionary capex budget of around USD440 million.

Deleveraging Postponed: Fitch accounts for one to three quarters
delay in commissioning the projects against the company's amended
schedule due to potential issues with receiving approvals and at
the construction stage. Fitch now forecasts leverage will remain
elevated in 2023 due to lower cash flow resulting from the delays
and capex postponement from 2021-2022. Aydem Renewables will be in
breach of Fitch's negative sensitivity for the 'B+' rating in
2021-2023 (vs. 2021-2022 previously), with funds from operations
(FFO) net leverage of about 10x at end-2021 and above 5x in 2022
and 2023.

Fitch also expects free cash flow to be strongly negative in
2022-2023, before turning positive from 2024 when new assets are
commissioned.

Weak 2021 Results Expected: Fitch forecasts the company's 2021
EBITDA to have decreased by 15% yoy to about TRY850 million (USD96
million based on average TRY/USD rate for 2021) on the back of a
30% yoy decline in generation volumes. The latter was a result of
poor hydrology in Turkey in 2021. As a result, Fitch forecasts FFO
net leverage at around 10x at end-2021, vs. around 6x previously.

Limited Impact of High Merchant Prices: In Fitch's view, the
positive impact of high market prices in Turkey (due to the gas
crisis in Europe) on Aydem Renewables' merchant business will be
limited. This is because of its small, albeit increasing scale
(around 15% of total revenue in 2021 and 20% in 2022) and Fitch's
expectation that pricing pressure will ease in the longer term. As
spot prices are close to and at times exceed the company's feed-in
tariff (FiT) for hydro plants of USD73 per MWh (without a local
content bonus), the risk of political interference to cap
renewables energy prices is somewhat mitigated.

Supportive Regulation: Over 70% of Aydem Renewables' electricity
generation providing 85% of revenue in 2021 benefited from the
Renewable Energy Support Mechanism, or YEKDEM, a law that provides
fixed FiTs denominated in US dollars for 10 years. Assets under the
YEKDEM framework benefit from a lack of price risk and low offtake
risk, as all renewable generation is purchased by the Energy Market
Regulatory Authority. After 10 years, assets switch to
merchant-market terms and start selling at wholesale prices in
Turkish lira, which are lower than FiTs.

Rising Merchant Exposure: Fitch forecasts the share of FiT-linked
revenue to fall to about 80% of consolidated revenue in 2023, 70%
in 2024 and below 55% in 2025 as FiTs for the company's hydro and
wind power plants gradually expire. This will weaken its business
and financial profiles due to decreasing revenue visibility and
rising FX mismatch. However, rising merchant exposure will be
gradual, which should give the company sufficient time to adapt its
business strategy and capital structure with the proposed bond
amortisation in 2025 and 2026. By 2028, Aydem Renewables will
operate on a fully merchant basis and Fitch expects its debt
capacity for the current rating to reduce.

Reliance on Hydro: About 80% of Aydem Renewables' electricity is
produced at hydro power plants, but these are highly dependent on
weather conditions and contribute to cash flow volatility. Fitch
forecasts generation to have contracted by about 30% yoy in 2021
following a dry year, but to recover to 2017-2020 average in 2022
as water levels normalise. Geographical diversification across
Turkey slightly reduces operational volatility.

SCP Drives Rating: Aydem Renewables' IDR is based on its Standalone
Credit Profile (SCP). Fitch does not have sufficient information to
determine the SCP of the parent, Aydem Energy. However, Aydem
Renewables has ring-fencing mechanisms including covenants,
restrictions on dividend payments, loans to the parent and other
affiliate transactions. Fitch believes Aydem Renewables' cash flows
are sufficiently insulated to support a standalone view.

Turkey Country Ceiling Applicable: Turkey's 'B+' Country Ceiling is
applicable to Aydem Renewables due to its fully domestic operations
and the cash being held in Turkish banks. A revision of the
sovereign Outlook to Stable, together with an improvement of Aydem
Renewables' financial profile, would be a pre-requisite for a
revision of the Outlook to Stable.

DERIVATION SUMMARY

Aydem Renewables shares the same operating and regulatory
environment as Turkish renewable energy producer, Zorlu
Yenilenebilir Enerji AS (B-/Stable). Both companies have similar
scale of operations, high profitability and benefit from feed-in
tariffs under YEKDEM that gradually expire, decreasing revenue
visibility and raising the FX mismatch over time. Aydem Renewables'
exposure to hydro leads to more volatile generation volumes
compared with relatively stable production at Zorlu's geothermal
power plants. This is balanced by Aydem Renewables' slightly higher
geographical diversification. The rating differential reflects
Aydem Renewables' lower forecast leverage.

Aydem Renewables' has a slightly weaker business profile than
Turkish peer Enerjisa Enerji A.S. (AA+(tur)/Stable), which has
higher cash-flow predictability of regulated electricity
distribution than Aydem Renewables' mix of quasi-regulated FiT and
merchant exposure. Aydem Renewables' has a stronger business
profile than Ukraine-based renewable energy producer DTEK
Renewables B.V. (B-/Stable) due to lower counterparty risk of the
renewable energy off-taker in Turkey than in Ukraine, higher
cash-flow predictability and a stronger operating environment.

Aydem Renewables' business profile also compares well with that of
Uzbekistan-based hydro power generator Uzbekhydroenergo JSC (UGE,
BB-/Stable, SCP 'b') on the back of a stronger regulatory framework
with long-term tariffs and better asset quality.

Aydem Renewables has a stronger financial profile than Zorlu and
DTEK Renewables, but weaker than that of Enerjisa.

KEY ASSUMPTIONS

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

-- GDP growth in Turkey of 3.2% in 2022 and 4% annually over
    2023-2025. Inflation of 40.8% in 2022, 28.2% in 2023 and 15%-
    20% annually over 2024-2025;

-- Electricity generation volumes about 25% below management
    forecasts for hydro and 2% below for wind;

-- US dollar-denominated tariffs as approved by the regulator and
    merchant prices in the range of USD50-60/MWh over 2022-2025;

-- Operating expenses in Turkish liras to increase slightly below
    inflation rate until 2025;

-- Capex close to management forecasts;

-- Dividend outflow of about 50% of pre-dividend FCF on average
    over 2024-2025.

KEY RECOVERY RATING ASSUMPTIONS

For issuers with IDRs of 'B+' and below, Fitch performs a recovery
analysis for each class of obligations of the issuer. The issue
rating is derived from the IDR and the relevant Recovery Rating
(RR) and notching, based on the going-concern enterprise value of
the company in a distressed scenario or its liquidation value.

The recovery analysis assumes that Aydem Renewables would be a
going concern in bankruptcy and that the company would be
reorganised rather than liquidated.

A 10% administrative claim is assumed.

Going-Concern Approach

-- The going-concern EBITDA estimate reflects Fitch's view of a
    sustainable, post-reorganisation EBITDA level upon which Fitch
    bases the valuation of the company.

-- The going-concern EBITDA is estimated at USD99 million.

-- Fitch assumes an enterprise value multiple of 5x.

With these assumptions, Fitch's waterfall generated recovery
computation (WGRC) for the senior secured notes is in the 'RR3'
band. However, according to Fitch's Country-Specific Treatment of
Recovery Ratings Criteria, the Recovery Rating for Turkish
corporate issuers is capped at 'RR4'. The Recovery Rating for
senior secured notes is therefore 'RR4' with the WGRC output
percentage at 50%.

RATING SENSITIVITIES

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

-- Fitch does not anticipate an upgrade, as reflected in the
    Negative Outlook. An improved financial profile with FFO
    leverage below 5x, FFO net leverage below 4.5x and FFO
    interest cover above 2.3x on a sustained basis without
    significant weakening in revenue visibility, together with a
    revision of the Outlook on the sovereign to Stable, would
    result in a revision of the Outlook to Stable on Aydem
    Renewables.

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

-- A downgrade of Turkey.

-- Delayed commissioning of new projects, generation volumes well
    below current forecasts, a sustained reduction in
    profitability or a more aggressive financial policy leading to
    a failure to reduce FFO leverage below 5x, FFO net leverage
    below 4.5x and to maintain FFO interest cover above 2.3x by
    2024. Deterioration of the business mix with FiT-linked
    revenue representing less than 60% on a structural basis could
    lead to a tightening of these sensitivities.

-- Disruption of payments from the Energy Market Regulatory
    Authority, reduction of FiTs or cancellation of FiTs' hard
    currency linkage or assets switching to merchant price faster
    than assumed by the existing business plan.

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

At end-3Q21, Aydem Renewables had cash and equivalents of TRY1,105
million (USD124 million), held mostly in US dollars. The nearest
bond amortisation payment of USD150 million is in 2025. Fitch
forecasts the majority of the USD440 million expansion capex
programme over 2022-2024 to be funded with cash on balance and
operating cash flows from existing assets.

Aydem Renewables' FX exposure will gradually become less balanced
as the share of the company's US dollar-linked revenue falls to
about 80% in 2023, 70% in 2024 and below 55% in 2025. This will
limit financial flexibility and increase the company's exposure to
the volatile USD/TRY exchange rate. This is mitigated by the
partially amortising debt structure from 2025.

ISSUER PROFILE

Aydem Renewables is a small renewable energy producer operating
mostly hydro and wind power plants across Turkey. It is controlled
by Aydem Energy with an 81.56% stake, with the remaining being free
float.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Other operating income and expenses are not part of EBITDA.

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.



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U N I T E D   K I N G D O M
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CONNECT BIDCO: S&P Puts 'B+' LongTerm ICR on Watch Positive
-----------------------------------------------------------
S&P Global Ratings placed its 'B+' long-term issuer credit rating
on Connect Bidco Ltd. (Inmarsat) and its 'B+' issue rating on its
debt on CreditWatch with positive implications.

S&P said, "The CreditWatch placement indicates that we expect to
raise our ratings on Inmarsat by one notch if the sale to Viasat
closes successfully. We expect this to happen in the second half of
2022.

If Viasat's acquisition of Inmarsat closes successfully, we expect
to assess Inmarsat as a core entity of Viasat. We think that
Inmarsat will be integral to Viasat's strategy, improving its
scale, its end-market and geographical diversity, and providing
global high-throughput Ka-band and lower-frequency L-band coverage.
We expect Inmarsat to contribute about 30% of Viasat's pro forma
revenue and over half of its pro forma EBITDA in 2022. This will
help Viasat to diversify away from residential broadband, which is
likely to become more competitive, and strengthen its position in
mobility uses, including in-flight connectivity. In addition,
Viasat will integrate Inmarsat's satellite, spectrum, and
terrestrial assets over time. There could also be opportunities for
cross-selling, which points to the companies operating as a
combined entity.

"We understand that Viasat's long-term preference is to dissolve
Inmarsat's capital structure. Viasat plans to maintain different
credit silos until after the acquisition closes, due to the high
make-whole premiums on Inmarsat's debt and its focus on operational
integration efforts. However, Viasat has said it believes it can
increase operational flexibility and lower overall borrowing costs
if it were to refinance Inmarsat's restricted group debt, thereby
simplifying the combined entity's credit structure. In the interim,
Viasat will have the flexibility to move cash to the Inmarsat silo,
if necessary.

"On a stand-alone basis, Inmarsat's free operating cash flow (FOCF)
could temporarily turn negative in 2022. We forecast that
Inmarsat's capital expenditure (capex) could increase to $500
million-$550 million in 2022, from about $355 million in 2021,
reflecting the postponement of capex from 2021. The capex includes
investments in three geostationary Ka-band satellites and two
highly elliptical orbit satellites for polar coverage. In addition,
we assume that Inmarsat could pay a one-off tax settlement to Her
Majesty's Revenue and Customs (HMRC) of about $105 million in 2022.
Consequently, despite significant revenue growth of about 6%-7% and
about a 50 basis-point increase in the EBITDA margin, we forecast
that Inmarsat's adjusted FOCF could fall to negative $80
million-$120 million in 2022, or approximately breakeven excluding
the one-off settlement to HMRC. However, we forecast that
Inmarsat's FOCF could subsequently improve to over $100 million in
2023, thanks to a $50 million-$100 million drop in capex and
significant EBITDA growth. Our forecast excludes any potential
payments from Ligado Networks, with which Inmarsat has a
cooperation agreement. We forecast that Inmarsat's S&P Global
Ratings-adjusted leverage will be below 5.0x in 2022 and 2023,
dropping from about 5.1x in 2021."

CreditWatch

S&P said, "The CreditWatch positive placement indicates that we
expect to raise our ratings on Inmarsat by one notch if the sale to
Viasat closes successfully. We expect this to happen in the second
half of 2022.

"We would remove the ratings from CreditWatch and affirm them if
the planned sale to Viasat does not close, provided that, in line
with our base case, Inmarsat maintains adjusted leverage below 6x
in 2022 and its FOCF is not significantly negative, excluding the
one-off tax settlement to HMRC."


CORBIN & KING: Owner Wins Challenge to GBP38MM Rescue Package
-------------------------------------------------------------
Kate Beioley, Alice Hancock and Robert Smith at The Financial Times
report that the owner of London's Wolseley restaurant has fought
off a High Court challenge to a proposed GBP38 million rescue
package, marking the latest round in a fierce battle for control of
the upmarket restaurant group.

According to the FT, in an unusual hearing in London on Feb. 15, a
subsidiary of Thai hotel operator Minor International -- Corbin &
King's biggest shareholder -- attempted to block the restaurant
group from repaying a debt to the Thai company after Minor sought
to call it in.

Mr. Justice Foxton said, however, he was "not persuaded" to grant
the injunction and would set out his reasoning in a ruling on Feb.
16, the FT relates.

The judge's decision comes after a bitter dispute between Corbin &
King and Minor, which forced the group into administration in
January, saying it faced "major liquidity constraints", the FT
notes.

Minor had called on Corbin & King to repay almost GBP34 million of
loans within 24 hours after a long-running dispute during the
pandemic came to a head, the FT discloses.  It subsequently
appointed administrators, the FT recounts.

MI Squared, a subsidiary of Minor, had sought an injunction
preventing co-founders and partners in the group, Jeremy King and
Chris Corbin, from accepting financial backing from US investment
fund Knighthead Capital Management to repay their largest investor,
on the basis that it was a breach of their shareholder agreement,
the FT relays.

Mr. King, the FT says, has been in talks with Knighthead for more
than a year in an attempt to oust Minor from its ownership of the
company following a series of disagreements over how the group
should be run.

The court clash came days before the expiry of a legal moratorium
protecting Corbin & King's individual restaurants from insolvency,
the FT notes.

Only the group itself is in administration, the FT states.  The
administrator to Corbin & King, restructuring specialist FRP
Advisory, has received as many as 30 expressions of interest for
the entire business, according to lawyers involved in the case, the
FT relates.

According to the FT, Fraser Campbell, the barrister representing MI
Squared, accused Corbin & King of trying to "disrupt an orderly
administration" by pursuing a deal "with a body  . .  .  that
has been perfectly plain that it wishes to support them in the
battle for the company".

Mr. Campbell, as cited by the FT, said it was "entirely unclear 
.  .  .  how this new transaction will actually have any
effect on rescuing the companies or protecting the interests of
creditors". He added that Minor was "content" not to be repaid the
debt.

In a witness statement, Mr. King said the landlords of The Wolseley
and the group's other restaurants could forfeit their leases if the
moratorium were lifted, the FT relays.  He said there was "no doubt
in my mind or in the minds of the other C&K director that if the
subsidiaries were -- as Minor want -- put into administration, this
would be disastrous for all concerned".

Barrister Nigel Dougherty, representing King, Corbin and Zuleika
Fennell, the restaurant group's managing director, said the terms
of Knighthead's loan were "manifestly better than the terms on
which [Minor] has extended its debt", the FT notes.

According to King's statement, Knighthead offered to buy Corbin &
King's assets for GBP45 million in February as well as offering a
loan to refinance all debts including the sums owed to Minor, in
order to avoid insolvency, the FT discloses.

Mr. Doherty, as cited by the FT, said Knighthead had "confidence"
in King and Corbin and was "prepared to work with them" in an
effort to "move forward successfully".


DERBY COUNTY FOOTBALL: Preferred Bidder May be Named at Month End
-----------------------------------------------------------------
Sky Sports reports that there is increasing optimism at the Derby
County Football Club that a preferred bidder will be appointed by
the club's administrators by the end of the month, although the new
owners are very unlikely to be in place by then.

According to Sky Sports, the English Football League (EFL) gave the
Rams a deadline of the end of February to provide proof of funding
for the remainder of the season and -- although the club's future
will not be secure by then -- they should have sufficient backing
to prove they can fulfil their remaining fixtures.

Doing so would stave off any further EFL sanctions and could lead
to the EFL board lifting the club's ban on registering new players,
Sky Sports notes.

That could allow manager Wayne Rooney to sign players that are
currently out of contract before the EFL's deadline on new player
registrations on March 24, Sky Sports states.

Derby have been in administration since September last year,
leading to a total deduction of 21 points, Sky Sports discloses.

Derby announced last week that an agreement between their former
owner Mel Morris and Middlesbrough chairman Steve Gibson in
relation to the ongoing legal case between the clubs is close, Sky
Sports recounts.

The sale of Derby to new ownership has been complicated in part by
the compensation claims of Boro and Wycombe, Sky Sports states.

Middlesbrough confirmed last month that they were suing Derby for
"systematically cheating" whilst breaking the EFL's financial rules
in previous seasons, Sky Sports recounts.

According to Sky Sports, Boro say that, had Derby not done so, they
would have made the Championship play-offs and had the potential to
earn tens of millions of pounds from promotion to the Premier
League.

Derby, as cited by Sky Sports, said details of the accord -- a
harmonious agreement -- between Morris and Gibson had been shared
with the Rams' administrators Quantuma.

          About Derby County Football Club

Founded in 1884, Derby County Football Club is a professional
association football club based in Derby, Derbyshire, England.  The
club competes in the English Football League Championship  (EFL,
the 'Championship'), the second tier of English football.  The team
gets its nickname, The Rams, to show tribute to its
links with the First Regiment of Derby Militia, which took a ram as
its mascot.
Mel Morris is the owner while Wayne Rooney is the manager of the
club.  

On Sept. 22, 2021, the club went into administration.  The EFL
sanctioned a 12-point deduction on the club, putting the team at
the bottom of the Championship.  Andrew Hosking, Carl Jackson and
Andrew Andronikou, managing directors at business advisory firm
Quantuma, had been appointed joint administrators to the club.


DOWSON PLC 2021-1: Moody's Hikes Rating on Class X Notes to Caa1
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of four notes in
Dowson 2021-1 plc. The rating action reflects the increased levels
of credit enhancement for the affected notes.

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain their current ratings.

GBP199.8M Class A Notes, Affirmed Aaa (sf); previously on Apr 22,
2021 Definitive Rating Assigned Aaa (sf)

GBP29.4M Class B Notes, Upgraded to Aa1 (sf); previously on Apr
22, 2021 Definitive Rating Assigned Aa2 (sf)

GBP23.5M Class C Notes, Upgraded to A1 (sf); previously on Apr 22,
2021 Definitive Rating Assigned A3 (sf)

GBP16.2M Class D Notes, Upgraded to Baa3 (sf); previously on Apr
22, 2021 Definitive Rating Assigned Ba1 (sf)

GBP13.1M Class E Notes, Affirmed B1 (sf); previously on Apr 22,
2021 Definitive Rating Assigned B1 (sf)

GBP11.8M Class F Notes, Affirmed Caa2 (sf); previously on Apr 22,
2021 Definitive Rating Assigned Caa2 (sf)

GBP29.3M Class X Notes, Upgraded to Caa1 (sf); previously on Apr
22, 2021 Definitive Rating Assigned Caa2 (sf)

The Notes are backed by a static pool of UK auto finance contracts
originated by Oodle Financial Services Limited ("Oodle") (NR). The
portfolio consists of Hire Purchase ("HP") agreements granted to
individuals residing in the United Kingdom.

RATINGS RATIONALE

The rating action is prompted by an increase in credit enhancement
for the affected tranches.

Increase in Available Credit Enhancement

Sequential amortization led to the increase in the credit
enhancement available in this transaction.

The credit enhancement for Classes B, C, D increased to 30.9%,
19.7%, 11.9% from 22.1%, 14.1%, and 8.5% since closing.

Revision of Key Collateral Assumptions:

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

The performance of the transaction has continued to be stable since
closing, with 90 days plus arrears currently standing at 1.1% of
current pool balance. Cumulative defaults currently stand at 2.6%
of original pool balance.

The portfolio expected default assumption is 17.0% of the current
portfolio balance, the assumption for the fixed recovery rate is
30% and the portfolio credit enhancement ("PCE") is 40%.

The principal methodology used in these ratings was 'Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS' published in
September 2021.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, (3) improvements in the credit quality of the
transaction counterparties, and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement, and
(4) deterioration in the credit quality of the transaction
counterparties.


ED&F MAN: Plans to Restructure Nearly US$1-Billion Debt
-------------------------------------------------------
Philip Stafford at The Financial Times reports that ED&F Man plans
to restructure nearly US$1 billion of debt and has raised US$300
million of new financing for its main trading business after the UK
broker's banking covenants restricted its ability to trade through
the commodities boom.

The broker, one of the oldest commodities brokers in London, is
seeking to ringfence its commodities division from its old debts
and inject the funds into the unit to restore trading volumes,
according to a shareholder letter seen by the FT.

The move comes just 18 months after ED&F Man restructured US$1.5
billion of debt and raised US$320 million in working capital to
stave off a funding crunch, the FT notes.  But the broker, which
acts as a middleman in global commodities markets, told
shareholders its projections had been hit by unforeseen soaring
prices of commodities including sugar and coffee, the FT discloses.
They have become more expensive to trade because brokers and
clearing houses have asked for more margin to support futures
contracts, the FT states.

According to the FT, the tough banking covenants and company
leverage has curbed trading for the past six months, and hit its
ability to both pay down debt and raise additional finance, it said
in a letter, dated Feb. 3.

It warned in the letter that its commodities business had "missed
trading opportunities in 2021 and now, due to the ongoing
restrictions, have already missed a significant part of 2022
trading", the FT relays.  ED&F was further worried that the
restrictions would mean traders would leave.

"The company considers that the business will soon reach a tipping
point beyond which the damage caused to the business by ongoing
missed trading opportunities and continued trading constraints may
become irreversible," it added.

Last year, the group had total borrowing of nearly US$1.7 billion,
comprising US$1.3 billion of term loans and revolving credit
facilities that mature by September 2023, the FT recounts.  Under
the new plan slightly less than US$1 billion of debt will be
extended until 2025, the FT discloses.

According to the FT, in a separate communication with shareholders,
the management said it was confident the plan would be sanctioned
at a London court hearing on Feb. 24, and it had reached agreement
with more than 75% of its lenders.  "We have received commitments
to the new trade finance facility totalling over US$300 million,"
it added.

ED&F Man in a statement described the move as "a positive step that
will benefit the company and its stakeholders" as the additional
liquidity would enable the group to recover commodities trading
volumes, the FT relates.

The reporting of ED&F Man's 2021 results has been delayed because
of the move, but it told shareholders that the scale of adjustments
to net profits "would be similar to last year", the FT discloses.


GREENSILL CAPITAL: GFG Turned to BRCI to Process Transactions
-------------------------------------------------------------
Robert Smith at The Financial Times reports that Sanjeev Gupta has
turned to an obscure bank he owns in Romania to process
transactions, as criminal probes draw scrutiny on his troubled
metals empire in the wake of his main lender Greensill Capital's
collapse.

Mr. Gupta, whose British retail bank Wyelands last week announced
it had "no viable future" and is braced for potentially crippling
fines from multiple financial regulators, also owns Bucharest-based
Banca Romana de Credite si Investitii (BRCI), the FT relates.

BRCI has processed a number of payments for businesses in Gupta's
GFG Alliance in the past year, according to people familiar with
the transactions and documents seen by the FT.

The documents show that Mr. Gupta's business last year used a bank
account at BRCI for a contentious carbon credits transaction,
struck the month after Greensill's collapse sparked a liquidity
crisis at GFG, the FT discloses.

In that April 2021 deal, Mr. Gupta's Czech steelworks sold carbon
emission allowances worth about EUR40 million to its sister plant
in the Romanian city of Galati, provoking outcry from Czech
politicians, the FT recounts.

Murali Subramanian, who oversees Mr. Gupta's banking arm from Dubai
and sits on BRCI's board, told the FT the bank provides "non-credit
services" to companies within the GFG Alliance.  However, he said
GFG companies made up only a "small fraction" of the bank's client
base.

Banks have to abide by strict anti-money laundering rules and
Gupta's businesses are under criminal investigation for alleged
money laundering in both the UK and France, the FT states.

According to the FT, people familiar with the transactions said GFG
had turned to BRCI to process certain payments given heightened
scrutiny from other financial institutions.

Mr. Subramanian disputed this, however, insisting BRCI has "very
strong AML and compliance functions", the FT notes.

GFG, as cited by the FT, said BRCI was "one of a number of Romanian
banks which handles the collections and remittance of funds for
transactions on behalf of Liberty Galati".

While Mr. Gupta is best-known for borrowing billions from Greensill
to buy up steelworks around the world, the metals magnate also
sought to establish his own financial services empire spanning from
banking to insurance, the FT discloses.  Wyelands Bank gathered
GBP700 million from savers at its peak but was forced to return
deposits last year amid rising concerns over its financial
position, the FT recounts.

The steel baron took over Romania's BRCI in February 2020, days
after the FT revealed that Wyelands had channelled money into Mr.
Gupta's wider business empire through entities his employees often
referred to as the "Friends of Sanjeev", the FT notes.

BRCI appears to have previously provided financing linked to GFG,
the FT states.  Documents seen by the FT show that the bank had
outstanding credit facilities related to Gupta's Liberty
Commodities trading business, around the time Greensill collapsed.

Mr. Subramanian told the FT that BRCI had only done small amounts
of lending connected to GFG, however, within a regulatory limit
that restricts the amount outstanding to 20% of its capital base.


THAME AND LONDON: Moody's Alters Outlook on Caa1 CFR to Stable
--------------------------------------------------------------
Moody's Investors Service has affirmed the Caa1 corporate family
rating and Caa1-PD probability of default rating of Thame and
London Limited (Travelodge or the company), a UK leading budget
hotel chain. Concurrently, Moody's affirmed the Caa1 instrument
rating of the GBP440 million backed senior secured notes due 2025
issued by TVL Finance plc. The rating agency also affirmed the B1
instrument ratings of the GBP40 million backed senior secured
revolving credit facility (RCF), GBP30 million backed senior
secured letter of credit facility issued by Full Moon Holdco 7
Limited and GBP60 million backed senior secured term loan borrowed
by Travelodge Hotels Limited. The outlook on all ratings is changed
to stable from negative.

RATINGS RATIONALE

The change in outlook reflects Moody's expectations of the company
achieving a continued revenue recovery in 2022 thanks to its focus
on the outside of London leisure and business travel segments which
proved reasonably resilient throughout the pandemic. The action
also reflects Travelodge's improved cash position, which should
give the company sufficient resources to go through the low season
and invest into the business.

However, Moody's does not expect the company's EBITDA will fully
recover this year because of significant headwinds, including
labour cost inflation (including an upcoming increase in the
National Living Wage in April) and the phasing out of the
government support measures, such as VAT (which returns to 20% this
year). In addition, the CVA agreement which allowed Travelodge to
achieve significant savings on rents in 2020-21 will come to an end
this year resulting in GBP55 million higher rental payments. As a
result, Moody's expects Travelodge's key credit ratios to remain
relatively weak with Moody's adjusted gross leverage close to 10x
and EBITA interest cover below 1x in 2022.

The rating is constrained by the company's highly leveraged capital
structure (partially due to the large lease obligations for the
fully leased property portfolio) going into the pandemic that
deteriorated further due to additional borrowings and weak EBITDA
generation. Travelodge also has a relatively high portion of fixed
costs and is therefore sensitive to fairly small changes in
occupancy and daily rates.

More positively, the rating also reflects the company's leading
position in the UK budget hotel industry and its reliance on
domestic UK demand. Moody's believes that Travelodge's focus on the
more resilient midscale and economy sector, and its ability to
attract both business and leisure customers in approximately equal
proportions, provides a measure of cushion and will facilitate the
company's recovery.

ENVIRONMENTAL, SOCIAL & GOVERNANCE CONSIDERATIONS

The company is controlled by funds advised by Golden Tree Asset
Management, Avenue Capital and Goldman Sachs and has high tolerance
for leverage and shareholder-friendly actions. The coronavirus
pandemic constitutes a social risk under Moody's ESG framework,
given the substantial implications for public health and safety.

LIQUIDITY

Travelodge's liquidity has improved and is supported by GBP210
million cash as of 23 November 2021, including the fully drawn RCF
of GBP40 million. However, Moody's expects the cash balance to
decrease over the next 12 months due to the quarterly circa GBP60
million rent payment in the late December, followed by
approximately GBP60 million of cash burn in Q1 2022 and another
GBP40-50 million during the rest of the year, which will include
approximately GBP30 million in respect of a re-established refit
capital spending programme. In the context of these cash outflows
the liquidity is seen as relatively weak.

The company has no debt maturities until June-July 2024 when its
credit facilities are due. At the beginning of the pandemic lenders
agreed to revise the covenants to a minimum liquidity level,
currently until March 2022 when it would change back to a leverage
covenant. Moody's expects the company to renegotiate the covenant
further as necessary.

STRUCTURAL CONSIDERATIONS

The rated debt consists of a GBP440 million outstanding notes rated
at the same level as CFR, a GBP40 million super senior RCF and
GBP60 million super senior term loan rated at B1. The difference
reflects relative ranking of the instruments in Travelodge's
capital structure in the event of default. Travelodge's capital
structure also includes GBP65 million senior secured notes due
2025, which are unrated and rank together with the other notes.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Travelodge
will continue to gradually improve its revenue and cash flow
generation from the negative impact of the pandemic while
maintaining sufficient liquidity.

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

Moody's could upgrade the company's rating if Travelodge builds a
track record of profitability improvements and deleveraging.
Quantitatively, an upgrade would also require Moody's adjusted
EBITA / Interest well above 1x and generating positive free cash
flow.

A negative rating action would result from any operational
difficulties that would lead to a decline in the company's EBITDA,
liquidity concerns, sustainably negative free cash flow generation
or an increasing likelihood of debt restructuring.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Full Moon Holdco 7 Limited

BACKED Senior Secured Bank Credit Facility, Affirmed B1

Issuer: Thame and London Limited

Probability of Default Rating, Affirmed Caa1-PD

LT Corporate Family Rating, Affirmed Caa1

Issuer: Travelodge Hotels Limited

BACKED Senior Secured Bank Credit Facility, Affirmed B1

Issuer: TVL Finance plc

BACKED Senior Secured Regular Bond/Debenture, Affirmed Caa1

Outlook Actions:

Issuer: Full Moon Holdco 7 Limited

Outlook, Changed To Stable From Negative

Issuer: Thame and London Limited

Outlook, Changed To Stable From Negative

Issuer: Travelodge Hotels Limited

Outlook, Changed To Stable From Negative

Issuer: TVL Finance plc

Outlook, Changed To Stable From Negative

PROFILE

Travelodge is a budget hotel chain operating primarily in the
fragmented UK lodging market. As at September 2021, the company
controlled 593 hotels across the UK, Ireland and Spain covering
both urban and roadside locations with the vast majority of rooms
in the UK.

In 2019, Travelodge generated revenues of GBP728 million and
reported EBITDA of GBP129 million. Over 90% of Travelodge's
revenues are generated from room bookings, with most of the
remainder generated from food and beverage sales. Around 80% of the
booking orders are placed on the company's website. As a result of
its 2012 restructuring, the shareholders of Travelodge are funds
advised by Golden Tree Asset Management, Avenue Capital and Goldman
Sachs.


THAYER PROPERTIES: March 9 Deadline Set for Proofs of Debt
----------------------------------------------------------
The Joint Liquidators of Thayer Properties Limited, pursuant to
Rule 14.29 of the Insolvency (England and Wales) Rules 2016 (the
"Rules"), intend to declare a thirteenth interim dividend to
unsecured, non-preferential creditors within two months from the
last date of proving, being March 9, 2022.

Creditors are required on or before that date to submit their
proofs of debt to the Joint Liquidators, PricewaterhouseCoopers
LLP, 7 More London Riverside, London SE1 2RT, United Kingdom,
marked for the attention of Diane Adebowale or by email to
uk_lehmanaffiliates@pwc.com

Persons so proving are required, if so requested, to provide such
further details or produce such documents or other evidence as may
appear to the Joint Liquidators to be necessary.

The Joint Liquidators will not be obliged to deal with proofs
lodged after the last date for proving but they may do so if they
think fit.

Creditors who wish to have dividend payments made to another person
or who have assigned their entitlement to someone else are asked to
provide formal notice to the Joint Liquidators.

For further information, contact details, and proof of debt forms,
please visit
http://www.pwc.co.uk/services/business-recovery/administrations/lehman/thayer-properties-limited-in-administration.html


Alternatively, please call Diane Adebowale on +44(0)20-7583-5000.

Further details are available in the privacy statement at
PwC.co.uk.

The Joint Liquidators can be reached at:

         Gillian Eleanor Bruce (IP no. 9120)
         Edward John Macnamara (IP no 9694)
         PricewaterhouseCoopers LLP
         7 More London Riverside
         London SE1 2RT, United Kingdom

The Join Liquidators were appointed on November 1, 2012.


TRUE POTENTIAL: S&P Assigns 'B' Issuer Credit Rating, Outlook Pos.
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
U.K.-based wealth manager True Potential. At the same time, S&P
assigned its 'B' issue rating and '4' recovery rating to the senior
secured debt.

The positive outlook indicates that S&P could raise the ratings in
the next 12 months if the group's leverage declines comfortably and
sustainably below 5x, along with growth in profitability and
continued inflows of assets under management (AUM).

Rating Action Rationale

True Potential has sold a majority ownership stake to Cinven and
has refinanced its capital structure. The new structure comprises a
GBP100 million super senior revolving credit facility (RCF), of
which GBP25 million is expected to be drawn, GBP400 million senior
secured notes, and EUR360 million senior secured notes issued by
Kane Bidco Ltd.

S&P's rating on Kane Bidco reflects True Potential's modest, but
growing, scale and revenue base, supported by a sound operating
performance. At the same time, its rapid expansion through
accelerated advisor requirement consumes a large share of the cash
flow and requires significant debt funding. This results in a
balance sheet with a relatively high leverage, comparable with
similarly rated peers.

True Potential's attractive buyout propositions for advisers'
client assets and multi-distribution model has enabled it to grow
its assets under administration to GBP18.8 billion and AUM to
GBP16.5 billion as of September 2021, from GBP7.7 billion and GBP6
billion, respectively, in 2018. While it is currently a small
player in the U.K. wealth and savings sector, the fragmented nature
of the industry means that its scale still provides reasonable
competitive economies, which can help with industry-wide fee
compression, cost efficiencies, and negotiating power for
sub-advised funds.

Furthermore, True Potential has differentiated itself through
vertically integrated offerings including advice (through
restricted advisers and a central advice team), platform, and
investment management services. This allows for greater and more
diverse sources of fee generation from AUM. In particular, fully
integrated assets--that is, assets channeled via its central advice
team--are significantly more profitable because True Potential can
retain a larger share of fees compared with the tied adviser
channel. In the first nine months of 2021, about GBP4.5 billion of
AUM were directed through its central advice team but contributed
to about a third of net revenue. The group has a small direct
distribution channel, which makes up about 3% of AUMA. It also has
an advisor services unit that generates a small proportion of net
revenue in terms of software fees, but could provide opportunities
if more advisor assets convert to users of True Potential's
platform and investment funds.

Offsetting the benefits of a vertically integrated business model
are potential challenges from overhead costs and risk oversight for
various business divisions. S&P said, "We believe that further
scale could somewhat help mitigate overhead costs, as evidenced
through improvement in gross EBITDA margin to 68% in 2020 from 60%
in 2019. In addition, management of conduct risk is a potential
exposure for the business, and we expect that the leadership team
and the board will ensure strong compliance with regulations with a
focus on fair outcome for clients."

S&P considers the operating performance to be sound, with S&P
Global Ratings-adjusted EBITDA margins of about 45% for 2021, and
we expect margins will remain at least at these levels over the
next 12 to 24 months. True Potential caters largely to the U.K.
retail and mass affluent sector, but benefits from a strong client
retention rate of 98% at April 2021, based on the past four years.
Its investment in in-house technology and authorized corporate
director capabilities have also helped with asset growth and cost
savings.

Offsetting the strong growth in True Potential's financial
performance is the funding and investment required to support the
inorganic expansion. S&P said, "We consider that the balance sheet
holds high levels of debt and amortized costs, comparable with
similarly rated peers. Under the new transaction structure, the
group has raised GBP400 million 6.5% senior secured 5NC2 notes,
EUR360 million 5% senior secured 5NC2 notes and drawn GBP25 million
of the super senior RCF to refinance GBP615 million of existing
debt and acquisition price. The remaining GBP75 million super
senior RCF agreement is expected to remain undrawn over the next 12
months, as per management guidance. As EBITDA grows, we think that
our adjusted gross debt to EBITDA will improve to about 5x over the
next 12 to 24 months. We anticipate that the interest cover ratio
will remain sound at about 4x over the next one to two years."

S&P said, "However, we believe that the group has potential to
reduce leverage with EBITDA growth over time. As a result, we could
raise our financial profile assessment if we conclude that the
group can sustainably demonstrate adjusted leverage comfortably
below 5x, interest cover well above 3x, and strong risk management.
The final terms of the transaction differ from the preliminary
terms and now include issuance of EUR360 million debt that is only
hedged for the first four years. This introduces some currency risk
in year five, but we see it as moderate and therefore our rating
and outlook are in line with the preliminary ratings we assigned on
Jan. 24. We also factor into the rating that the company could
either roll over the hedge or refinance the bond in advance.

"Our analysis factors the group's ownership structure, which
largely comprises financial sponsors, with a majority stake from
Cinven. In our view, financial sponsors typically have
short-to-intermediate-term holding periods and can aggressively
utilize debt or debt-like instruments to maximize shareholder
returns. We therefore consider gross debt to EBITDA as our core
metric rather than net debt to EBITDA.

"Our positive outlook reflects the expected improvement in EBITDA
generation and leverage, which could support an upgrade by one
notch in the next 12 months."

Upside scenario

S&P could raise the ratings by one notch if the group's leverage,
as reflected by our core metric--gross debt to EBITDA
ratio--declines comfortably and sustainably below 5x. A
precondition to the upgrade would be track record of growth in AUM
and EBITDA with supportive liquidity and interest cover.

Downside scenario
S&P said, "We could revise our outlook to stable if we observe
delays in executing on deleveraging or if the competitive position
deteriorates; for example, through weaker profitability or lack of
growth. In particular, we would take a negative rating action if
the company leveraged up to finance additional acquisitions."

S&P's Base-Case Scenario

-- Assumptions for 2021-2023

-- Revenue growth of 15% to 20%, supported by advisor buyouts.

-- Adjusted EBITDA of about GBP140 million for 2021 and GBP140
million-GBP160 million for 2022.

-- Capital expenditure (capex) of about GBP80 million-GBP100
million, reflecting GBP4 million-GBP5 million for maintenance capex
and the remainder for business growth.

-- No dividend payments.

Key metrics

-- Adjusted EBITDA margins of about 40%-45%.
-- Adjusted debt to EBITDA of about 5x.
-- Adjusted interest cover of about 4x.
-- Liquidity

As per management guidance, the group maintains at least GBP30
million-GBP40 million of unencumbered, freely accessible cash at
all times. In addition, the group is expecting to enter into a
super senior RCF facility for GBP100 million, of which GBP75
million is expected to remain undrawn over 2022. The main uses of
cash are for acquisitions and taxes. S&P expects that liquidity
will remain sound over the next 12 to 24 months, particularly as
the group has access to the RCF.

Sources of liquidity:

-- GBP75 million available under the RCF; and

-- About GBP10 million discretionary free cash flow for 2021; with
an improving trend for 2022 and 2023 as EBITDA grows.

Uses of liquidity:

-- Capex of about GBP80 million-GBP100 million, reflecting GBP4
million-GBP5 million for maintenance capex and the remainder for
business growth.

-- Taxes of about GBP15 million-GBP30 million.

S&P rates the senior secured 5NC2 notes at the same level as the
issuer credit rating and assigns its '4' recovery rating on the
first-lien term loan indicating the expectation of average
(30%-50%) recovery.

The company's capital structure consists of a GBP100 million super
senior RCF, of which GBP25 million has been drawn, maturing in
2026, and GBP400 million and EUR360 million of senior secured notes
maturing in 2027.
S&P's hypothetical default scenario envisages a default in 2024.
The link between the issuer credit rating and the hypothetical year
of default is established to simulate a default under its recovery
analysis and is not predictive of an actual default.

S&P hase valued the company on a going-concern basis using a 5x
multiple of our projected emergence-level EBITDA, consistent with
our treatment of similar peers.

-- Simulated year of default: 2025
-- EBITDA at emergence: GBP70 million
-- EBITDA multiple: 5x
-- Net enterprise value: GBP340 million (after 5% administrative
costs)
-- Secured first-lien debt: GBP92 million
-- Secured second-lien debt: GBP717.5 million
-- Recovery expectations: 42%

  Ratings Score Snapshot

  Issuer credit rating: B/Positive/--
  Business risk: Fair
  Country risk: Low
  Industry risk: Intermediate
  Competitive position: Fair
  Financial risk: Highly leveraged
  Anchor: b

  Modifiers

  Diversification/Portfolio effect: Neutral
  Capital structure: Neutral
  Liquidity: Adequate
  Financial policy: Neutral
  Management and governance: Fair
  Comparable rating analysis: Neutral


VEDANTA RESOURCES: Moody's Affirms B2 CFR & Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service has affirmed Vedanta Resources Limited's
(VRL) B2 corporate family rating and the B3 rating on the senior
unsecured notes issued by VRL and those issued by its wholly-owned
subsidiary Vedanta Resources Finance II Plc, and guaranteed by
VRL.

At the same time, Moody's has changed the outlook to negative from
stable.

"The change in outlook to negative reflects holding company VRL's
large near-term refinancing requirements amid tightening liquidity
in the capital markets," says Kaustubh Chaubal, a Moody's Vice
President and Senior Credit Officer. "The continued delay in
refinancing its upcoming debt maturities with long-term funding
raises concerns over the company's liquidity management, even as
supportive commodity prices have improved its key financial
metrics."

Moody's considers the holdco's persistently weak liquidity and high
refinancing needs as signs of an aggressive risk appetite, with
implications for the company's financial strategy and risk
management, a key component of the rating agency's governance risk
assessment framework. The rating action considers the impact of
VRL's aggressive liquidity management and refinancing practices on
its credit profile, which Moody's regards as credit negative.

The affirmation of the CFR reflects the rating agency's view that
VRL's operations are solidly positioned with favorable underlying
demand and commodity prices that support continued positive free
cash flow generation.

RATINGS RATIONALE

Holdco VRL is about to enter its peak years of long-term debt
maturities in fiscal years ending March 2023 (fiscal 2023) and
March 2024, when about 60% of its total $9.4 billion debt or $5.7
billion, falls due. Moreover, $4.2 billion -- 45% of the total $9.4
billion debt -- will mature by June 2023. These debt maturities
include senior unsecured notes of $1 billion in July 2022, $400
million in April 2023 and another $500 million in May 2023. Further
exacerbating liquidity risk at the holdco is an annual interest
bill that has climbed to around $800 million, from $500 million in
previous years.

"We estimate the holdco's current cash sources -- management fee
and dividends from operating subsidiaries -- will fall short of its
cash needs over the 18 months until June 2023. While the company is
obtaining financing for a part of its upcoming debt maturities, the
absence of an executed refinancing plan keeps liquidity risk
elevated, especially amid tight liquidity in capital markets and
widening yields on its existing USD bonds," adds Chaubal, who is
also Moody's Lead Analyst for VRL.

In November 2021, VRL acquired around 4.5% shareholding in Vedanta
Limited (VDL) through an open market purchase. The entirely
debt-funded stake purchase of $800 million is the company's third
purchase within the last 12 months and has increased its
shareholding in VDL to 69.7% as of December 2021, from 50.1% as of
November 2020. The increased stake in VDL partially addresses
Moody's concerns over cash leakage at VRL, given that the holdco
can access the liquidity at VDL and VDL's 64.9%-owned subsidiary
Hindustan Zinc Limited with lower leakage. However, a large part of
the acquisition financing debt is due within the 18 months ending
June 2023, straining the holdco's already fragile liquidity.

Moody's forecasts for VRL are based on the rating agency's price
sensitivities for metals ($0.70-$1.00 per pound [/lb] for aluminum,
$1.00-$1.30/lb for zinc, and $17-$21 per ounce for silver) and
based on its medium-term Brent price assumptions of $50-$70 per
barrel. However, prevailing commodity prices are substantially
higher than the upper end of Moody's price sensitivities,
illustrating significant upside potential to its consolidated
adjusted EBITDA estimate for VRL of $6.0 billion-$6.3 billion for
fiscal 2023. Based on these estimates, VRL's leverage, as measured
by debt/EBITDA, should track slightly below 3.0x over the next
12-18 months, as it progressively improves from 4.6x as of March
2021 and 3.3x as of September 2021.

While these leverage levels are low for its ratings, based on a pro
rata consolidation of debt and EBITDA in proportion to VRL's
shareholding in its subsidiaries, leverage was 6.4x as of March
2021 and 4.6x as of September 2021, which is more in line with
Moody's expectations for the B2 CFR.

The B2 CFR continues to reflect the company's core credit
strengths, such as its (1) large-scale and diversified low-cost
operations; (2) exposure to a wide range of commodities such as
zinc, aluminum, iron ore, oil and gas, and power; (3) strong
position in key markets, with an ability to command a price
premium; (4) history of relative margin stability through commodity
cycles; and (5) sustained improvement in its credit metrics.

The senior unsecured notes issued by/guaranteed by VRL are rated
B3, one notch lower than the B2 CFR, reflecting noteholders'
subordination to creditors at VRL's operating subsidiaries.

The ranking among the various holdco creditors is differentiated.
About US$3.3 billion (senior debt) of VRL's $9.4 billion debt as of
December 2021, is raised at intermediate holding companies, with
guarantees from Twinstar Holdings and Welter Holdings, which
collectively hold a 47.4% stake in the key operating subsidiary,
VDL. The guarantees are at the exclusion of the holdco's other
debt, including Moody's-rated $3.5 billion in senior unsecured
notes. Even so, Moody's views the recovery prospects for the
holdco's senior unsecured debt to likely be similar to the senior
debt in a distressed scenario.

The negative rating outlook reflects the company's weak liquidity
profile and Moody's concerns over the increased refinancing risk
arising from the holdco's looming debt maturities.

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

Moody's could downgrade the ratings if (1) holdco VRL fails to
refinance its near-term US dollar bond and loan maturities with
long-term financing by April 2022; (2) VRL pursues aggressive
financial policies, in particular large debt-funded investments
that materially skew its financial profile; (3) there is exposure
to VRL's ultimate shareholder, Volcan Investments, other than
through modest dividends; or (4) an adverse ruling on any of the
company's pending lawsuits that results in large cash outflows.

While commodity prices are unlikely to decline significantly over
the next 12 months, downward ratings pressure could also emerge if
commodity prices soften and reduce VRL's EBITDA and free cash flow
generation, causing a sustained weakening in credit metrics, such
as leverage above 5.0x, EBIT/interest coverage below 1.25x, or cash
flow from operations less dividends/debt below 10%.

In addition, downward pressure on VRL's senior unsecured B3 ratings
could also emerge if the company is unable to sustain recent
reductions in the level of priority claims ranking ahead of the
holdco's senior unsecured debt. While Moody's expects that there
may be some volatility in the ratio of priority claims to total
claims, a sustained deterioration in this metric toward historical
levels would likely cause the rating agency to widen the difference
between the CFR and the senior unsecured notes' rating to two
notches.

An upgrade is unlikely, given the acute refinancing and liquidity
risk at the holdco. However, the outlook could return to stable if
the holdco secures sufficient funding to completely address its
upcoming debt maturities and ensure comfortable liquidity. More
importantly, VRL will need to demonstrate prudent financial and
risk management strategies, including a sustained approach to
proactive refinancing and liquidity management at the holdco, for
the outlook to return to stable.

The principal methodology used in these ratings was Mining
published in October 2021.

Vedanta Resources Limited (VRL), headquartered in London, is a
diversified resources company with interests mainly in India. Its
main operations are held by Vedanta Limited (VDL), a 69.7%-owned
subsidiary. Through its various operating subsidiaries, the group
mainly produces oil and gas, zinc, lead, silver, aluminum, iron ore
and power. VRL is wholly owned by Volcan Investments Ltd, whose key
shareholders are founder chairman, Anil Agarwal, and his family.

For the 12 months ended December 30, 2021, VDL generated
consolidated revenue of $16.0 billion and EBITDA of $5.5 billion.


VMED O2 UK: Moody's Assigns 'Ba3' CFR Following Reorganization
--------------------------------------------------------------
Moody's Investors Service has assigned a new Ba3 corporate family
rating and a new Ba3-PD probability of default rating to VMED O2 UK
Holdings Limited, the new reporting entity for the VMED O2
consolidated group. The outlook is stable.

Concurrently, Moody's has withdrawn the Ba3 CFR and Ba3-PD PDR and
stable outlook on VMED O2 UK Limited, the former reporting entity
for the VMED O2 consolidated group.

Moody's has decided to withdraw the rating for reorganization
reasons.

All the other instrument ratings on facilities issued by
subsidiaries of VMED O2 UK Limited are unaffected.

RATINGS RATIONALE

The rating action reflects the fact that VMED O2 UK Holdings
Limited has become the new entity for reporting the consolidated
financial statements (including audited consolidated annual
reports) for the VMED O2 group -- previously such reporting was
done at the level of VMED O2 UK Limited. Similarly to VMED O2 UK
Limited, VMED O2 UK Holdings Limited is an entity sitting outside
of the restricted groups as defined in the credit facilities
agreement and legal documentation for the senior secured notes and
senior notes issued by subsidiaries of VMED O2 UK Holdings
Limited.

The stable outlook on the ratings assumes the successful
integration of the business, with timely delivery of the expected
synergies while the integration costs will be contained within the
envelope estimated by management, and the joint venture's financial
policy to maintain net leverage (as reported by the company)
between 4.0x to 5.0x.

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

Positive ratings pressure could develop over time if VMED O2 UK
Holdings Limited delivers a strong operating performance and solid
revenue growth while maintaining a conservative financial policy,
such that leverage, as measured by the gross debt/EBITDA ratio (as
adjusted by Moody's) falls towards 4.25x on a sustainable basis.
Downward pressure on the ratings is likely if (1) the operating
performance of VMED O2 UK Holdings Limited weakens meaningfully
during the integration process due to intense competition in the
market; (2) the company fails to deliver the promised synergies on
a timely basis or integration costs are significantly larger than
expected; and/ or (3) Moody's adjusted gross debt/ EBITDA ratio
moves above 5.25x on a sustained basis.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

COMPANY PROFILE

VMED O2 UK Holdings Limited is a leading telecom operator in the UK
offering fixed broadband, fixed telephony, mobile, and pay TV
services. The company, which was created in June 2021, is 50:50
joint-venture owned by Liberty Global plc (Ba3 stable) and
Telefonica S.A. (Baa3 stable) who decided to merge their UK fixed
and mobile networks, namely Virgin Media and O2 UK, respectively,
to create a converged telecom operator.




===============
X X X X X X X X
===============

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
-------------------------------------------------------------
Author: Warren E. Agin
Publisher: Bowne Publishing Co.
List price: $225.00
Review by Gail Owens Hoelscher

Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over
the last 12 months! Microstrategy Inc. has roller-coasted from a
high of 333 to a low of 7 over the same period! Just when the IPO
boom is imploding and high-technology companies are running out of
cash, Warren Agin comes out with a guide to the legal issues of the
cyberage.

The word "cyberspace" did not appear in the Merriam-Webster
Dictionary until 1986, defined as "the on-line world of computer
networks." The word "Internet" showed up that year as well, as "an
electronic communications network that connects computer networks
and organizational computer facilities around the world."
Cyberspace has been leading a kaleidoscopic parade ever since, with
the legal profession striding smartly in rhythm. There is no
definition for the word "cyberassets" in the current
Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in
Cyberspace tells us what cyberassets are and lays out in meticulous
detail how to address them, not only for troubled technology
companies, but for all companies with websites and domain names.
Cyberassets are primarily websites and domain names, but also
include technology contracts and licenses. There are four types of
assets embodied in a website: content, hardware, the Internet
connection, and software. The website's content is its fundamental
asset and may include databases, text, pictures, and video and
sound clips. The value of a website depends largely on the traffic
it generates.

A domain name provides the mechanism to reach the information
provided by a company on its website, or find the products or
services the company is selling over the Internet. Examples are
Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the
value of a domain name is comparable to valuing trademark rights.
Domain names can come at a high price! Compaq Computer Corp. paid
Alta Vista Technology Inc. more than $3 million for "Altavista.com"
when it developed its AltaVista search engine.

The subject matter covered in this book falls into three groups:
the Internet's effect on the practice of bankruptcy law; the ways
substantive bankruptcy law handles the impact of cyberspace on
basic concepts and procedures; and issues related to cyberassets as
secured lending collateral.

The book includes point-by-point treatment of the effect of
cyberassets on venue and jurisdiction in bankruptcy proceedings;
electronic filing and access to official records and pleadings in
bankruptcy cases; using the Internet for communications and
noticing in bankruptcy cases; administration of bankruptcy estates
with cyberassets; selling bankruptcy estate assets over the
Internet; trading in bankruptcy claims over the Internet; and
technology contracts and licenses under the bankruptcy codes. The
chapters on secured lending detail technology escrow agreements for
cyberassets; obtaining and perfecting security interests for
cyberassets; enforcing rights against collateral for cyberassets;
and bankruptcy concerns for the secured lender with regard to
cyberassets.

The book concludes with chapters on Y2K and bankruptcy; revisions
in the Uniform Commercial Code in the electronic age; and a
compendium of bankruptcy and secured lending resources on the
Internet. The appendix consists of a comprehensive set of forms for
cyberspace-related bankruptcy issues and cyberasset lending
transactions. The forms include bankruptcy orders authorizing a
domain name sale; forms for electronic filing of documents;
bankruptcy motions related to domain names; and security agreements
for Web sites.

Bankruptcy and Secured Lending in Cyberspace is a well-written,
succinct, and comprehensive reference for lending against
cyberassets and treating cyberassets in bankruptcy cases.



                           *********


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.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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