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

                          E U R O P E

          Wednesday, March 16, 2022, Vol. 23, No. 48

                           Headlines



B E L A R U S

DEVELOPMENT BANK: Fitch Lowers LT Foreign Currency IDR to 'CCC'


F R A N C E

ELECTRICITE DE FRANCE: France May Revive Nationalization Plan
ELIS SA: Moody's Affirms 'Ba2' CFR & Alters Outlook to Positive


G E R M A N Y

ROEHM HOLDING: Fitch Affirms 'B-' LT IDR, Outlook Stable
WIRECARD AG: Former Chief Executive Face Fraud Charges


I R E L A N D

CLONTARF PARK: Moody's Ups Rating on EUR10.75MM Cl. E Notes to B1
EIRCOM HOLDINGS: Moody's Affirms 'B1' CFR, Outlook Remains Stable
HENLEY CLO VII: Fitch Gives B-(EXP) Rating to Cl. F Tranche
HENLEY CLO VII: S&P Assigns Prelim B- (sf) Rating to Cl. F Notes


R U S S I A

[*] Fitch Cuts Long-Term FC IDRs of 7 Russian Gov't Units to 'C'
[*] RUSSIA: Debt Default Imminent Following Western Sanctions


U K R A I N E

[*] UKRAINE: Plays Down Risks of Further Hryvnia Devaluation


U N I T E D   K I N G D O M

IVC ACQUISITION: Fitch Affirms 'B+' Sr. Sec. Instrument Ratings
STANLINGTON NO. 2: Moody's Assigns B3 Rating to GBP5.9MM F Notes
STANLINGTON NO. 2: S&P Assigns BB (sf) Rating to Class F Notes
VE GLOBAL: In "Financial Distress" Years Following Administration
WOODFORD EQUITY: Investors to Face Longer Delay to Recover Money


                           - - - - -


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B E L A R U S
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DEVELOPMENT BANK: Fitch Lowers LT Foreign Currency IDR to 'CCC'
---------------------------------------------------------------
Fitch Ratings has downgraded JSC Development Bank of the Republic
of Belarus's (DBRB) Long-Term Foreign-Currency (LTFC) Issuer
Default Rating (IDR) to 'CCC' from 'B'/Negative. Fitch typically
does not assign Outlooks to banks with a rating of 'CCC' or below.

The rating actions follow the downgrade of Belarus's sovereign
rating to 'CCC' on 07 March 2022.

Fitch has withdrawn DBRB's Support Rating and Support Rating Floor
as they are no longer relevant for the agency's coverage following
the publication of its updated Bank Rating Criteria on 12 November
2021. In line with the updated criteria, Fitch has assigned DBRB a
Government Support Rating (GSR) of 'ccc'.

KEY RATING DRIVERS

IDRs, GSR

As a state-owned policy bank, DBRB's IDRs and GSRs are driven by
potential support from the Republic of Belarus in case of need. The
downgrade of DBRB's ratings reflects Belarus's weaker ability to
provide support to the bank, as reflected in the sovereign
downgrade.

Fitch believes that the sovereign has a high propensity to support
the bank, if needed, in light of DBRB's legally-defined policy role
in implementing the state's economic and social policy objectives,
government ownership through a 96.5% stake owned by the Council of
Ministers of Belarus, and the government's subsidiary liability on
DBRB's bond obligations.

At the same time, Fitch believes that government support to DBRB
cannot be relied on due to Belarus's diminished capacity to provide
support to the bank, as indicated by the sovereign's LTFC IDR of
'CCC', which in turn reflects Belarus's significant macro-financial
stability risks, risks of new sanctions and tightening of financing
constraints.

Sanctions imposed on Belarus and DBRB will restrict the bank's
ability to tap external capital markets and constrain its funding
and liquidity position. On 9 March, the EU agreed to introduce new
sanctions on Belarus and DBRB, including restricting the bank's
access to SWIFT services.

The sovereign's limited foreign currency availability and the risk
of further sanctions against Belarus, particularly due to the close
economic and financial links to Russia, heightens risks over the
willingness and ability of the government to support DBRB to meet
its coupon and principal payment commitments. However, Fitch
believes that these risks are captured in the current rating.

VIABILITY RATING

Fitch does not assign DBRB a Viability Rating due to its special
legal status, policy role as a development institution and its
close association with the state.

RATING SENSITIVITIES

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

IDRs, GSR

-- The bank's ratings could be downgraded in the event of a
    sovereign downgrade or if timely support was not provided,
    when needed.

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

IDRs, GSR

-- The bank's ratings could be upgraded in the event of a
    sovereign upgrade.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

SENIOR UNSECURED DEBT

The senior unsecured debt ratings assigned to DBRB's senior
unsecured bonds of BYN210 million (settled in US dollars) due in
May 2022 and USD500 million due in May 2024 are aligned with the
bank's LTFC IDR. The Recovery Rating of 'RR4' reflects Fitch's view
of average recovery prospects, in case of default.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

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

SENIOR UNSECURED DEBT

-- DBRB's senior unsecured issues' ratings would likely be
    downgraded if the bank's LTFC IDR was downgraded.

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

SENIOR UNSECURED DEBT

-- DBRB's senior unsecured issues' ratings would likely be
    upgraded if the bank's LTFC IDR was upgraded.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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



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F R A N C E
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ELECTRICITE DE FRANCE: France May Revive Nationalization Plan
-------------------------------------------------------------
Bloomberg News reports that the French government is considering
whether to revive an ambitious plan to nationalize debt-laden
Electricite de France SA and reorganize its business with a focus
on nuclear production, people with knowledge of the matter said.

The energy market chaos exacerbated by the Russian invasion of
Ukraine is giving fresh impetus to France's long-mooted push to
restructure its biggest power supplier, Bloomberg News states.

According to Bloomberg, the people said officials have been having
early talks with potential advisers about the idea of buying out
EDF's minority shareholders and delisting the company from the
stock market.

The government, already the biggest investor in EDF with an 84%
holding, would like to keep ownership of the company's domestic
business and may review its international operations, Bloomberg
discloses.  The people said if officials decide to proceed, any
plans would only move forward after the French elections, assuming
President Emmanuel Macron remains in power, Bloomberg notes.

EDF could divest stakes in some overseas holdings, including its
renewable assets in many geographies, according to the people, who
asked not to be identified discussing confidential information,
Bloomberg relates.  That would raise cash to finance the company's
key nuclear and hydroelectric operations in France, Bloomberg
states.  The people said it could also bring in investors to its
wind and solar activities to help fund green projects, like it
recently did in Italy, Bloomberg notes.

Deliberations are at a preliminary stage, and there's no certainty
the government will decide to proceed, Bloomberg states.  According
to Bloomberg, a spokesperson for the French finance ministry said
the information is "false" and the government isn't working on such
a project.

EDF announced plans in February to raise EUR2.5 billion through a
rights issue as soon as possible, and to sell EUR3 billion of
assets by 2024 as it seeks to shore up its finances, Bloomberg
recounts.  Credit rating firms downgraded EDF last month and warned
of further potential cuts as the group's net financial debt --
which stood at EUR43 billion at the end of last year -- is set to
soar as its earnings plunge in 2022, Bloomberg discloses.

The company has signaled it will be squeezed this year, with its
French atomic output dropping to the lowest in more than three
decades due to repairs and maintenance at its fleet of reactors,
Bloomberg states.  The situation has been worsened by the French
government's decision to force EDF to sell more power at a steep
discount to protect consumers and businesses from soaring energy
prices, according to Bloomberg.

EDF has studied other options to raise cash, Bloomberg recounts.

The French government has long been exploring ways to reorganize
EDF.

Since 2019, it's been considering buying out minority shareholders
as part of a restructuring to help fund the lifetime extension of
EDF's aging nuclear plants and invest more in renewables, Bloomberg
notes.  France and EDF also sought an increase in regulated nuclear
power prices to boost the group's cash flows, according to
Bloomberg.

EDF management developed the so-called Hercules plan, under which
its nuclear and hydropower assets would be delisted and become
fully-owned by the state, and as much as 30% of its renewable,
power-distribution and retail operations would become publicly
traded, Bloomberg discloses.  EDF's unions have opposed that plan,
calling it a dismantling of the company, Bloomberg relays.

Hercules stalled in 2021 after more than a year of discussions, as
the European Commission -- which vets state aid on the continent --
asked for deeper separations among EDF's various entities in
exchange for higher regulated nuclear prices, Bloomberg recounts.

News on a potential revival of the nationalization idea "may drive
positive near-term sentiment for minority shareholders, but should
be viewed with caution, we believe, given failed past restructuring
attempts," said Patricio Alvarez, an analyst at Bloomberg
Intelligence.

A revamped nationalization plan involving higher regulated prices
for EDF would still require the approval of the Commission, which
could take months, Bloomberg states.  EDF Chief Executive Officer
Jean-Bernard Levy said last month that a package of measures and
regulations to support the cash-burning company will be one of the
top priorities for any government that will emerge after April's
presidential elections, according to Bloomberg.


ELIS SA: Moody's Affirms 'Ba2' CFR & Alters Outlook to Positive
---------------------------------------------------------------
Moody's Investors Service has affirmed Elis S.A.'s ("Elis" or the
"company") ratings including the Ba2 corporate family rating, the
Ba2-PD probability of default rating, the (P)Ba2 rating on the EUR4
billion backed senior unsecured Euro Medium Term Note (EMTN)
programme, and the Ba2 ratings on the backed senior unsecured notes
due 2023, 2026 and 2028. The outlook has been changed to positive
from stable.

"The rating action reflects Elis' strong operating performance
through the pandemic and Moody's expectation that a gradual
recovery in revenue in the hospitality end market could lead to
credit metrics commensurate with a Ba1 CFR over the next 12-18
months", says Eric Kang, a Moody's Vice President -- Senior Analyst
and lead analyst on Elis. "However, there are downside risks to our
forecasts notably sustainably high energy prices, which could have
a negative effect on Elis' margins if not offset by price increases
or cost savings", adds Mr Kang.

RATINGS RATIONALE

The positive outlook on Elis' Ba2 CFR reflects Moody's expectations
that the company's credit metrics could strengthen to levels
commensurate with a Ba1 CFR over the next 12-18 months driven by a
gradual recovery in revenue in the hospitality end market. The
rating agency forecasts Moody's-adjusted debt/EBITDA of around 3.5x
compared to 3.8x at year-end 2021, Moody's-adjusted EBITDA/interest
of around 5.0x and Moody's-adjusted free cash flow / debt of around
2% per annum over the next 12-18 months.

Free cash flow will be somewhat weak for the current rating
category but this is offset to some extent by Moody's expectation
that the company will reduce dividend to support liquidity if need
be, as it has done in 2020-2021. The lower free cash flow compared
to 2020-2021 is mainly driven by the resumption of the dividend
from 2022.

Downside risks to the rating agency's expectation of further
deleveraging and an improvement in key credit metrics include
sustainably high energy prices despite Elis' good track record in
offsetting input cost inflation through price increases or
efficiency measures. High energy prices could pressure the
company's margins given the company's exposure to gas, electricity
and fuel.

In addition, high commodity prices and rising uncertainty due to
the conflict in Ukraine could also have a negative effect on global
economic activity, which could result in more challenging market
conditions. Apart from commodity prices, the Elis' direct exposure
to Russia is low at below 1% of group revenue.

LIQUIDITY

Moody's views Elis' liquidity as good reflecting the rating
agency's expectation of positive free cash flow over the next 12-18
months, unrestricted cash balances of EUR167 million as of December
31, 2021, and access to an undrawn sustainability-linked revolving
credit facility (RCF) of EUR900 million - although the RCF provides
a backup for the EUR600 million commercial paper programme, of
which EUR189 million was outstanding as of December 31, 2021.

Moody's expects the company to maintain sufficient headroom under
the net leverage financial maintenance covenant which applies to
the RCF and the US private placement (USPP) debt. The covenant,
which is tested semi-annually, is set at 3.75x. Moody's expects the
reported net leverage to gradually reduce to around 2.6x-2.9x over
the next 12-18 months.

Excluding the commercial paper programme, which is short-term in
nature, the next largest debt maturity is in 2023 when EUR450
million of backed senior unsecured EMTN notes (original nominal
value of EUR650 million), and EUR400 million of convertible notes
mature. The EUR900 million RCF expires in November 2026.

STRUCTURAL CONSIDERATIONS

The (P)Ba2 backed senior unsecured rating of the EMTN programme as
well as the Ba2 backed senior unsecured instrument ratings on the
EMTN notes due 2023, 2026 and 2028 are at the same level as the Ba2
CFR. The backed senior unsecured EMTN notes rank pari passu ranking
with Elis' other bank facilities. All these facilities are
unsecured and have a weak level of guarantee from operating
companies.

RATING OUTLOOK

The positive outlook assumes that Elis' earnings will continue
improving over the next 12 to 18 months, leading to
Moody's-adjusted debt/EBITDA reducing towards 3.5x and free cash
flow/debt in the low single percentage digits.

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

Positive rating pressure could develop if there is a sustained
recovery in revenue and earnings that lead to (1) Moody's-adjusted
debt/EBITDA sustainably decreasing towards 3.5x, (2)
Moody's-adjusted free cash flow/debt of around 5% on sustained
basis, and (3) the company maintaining a good liquidity position
including ample covenant headroom.

Downward rating pressure could materialize if (1) Moody's-adjusted
debt/EBITDA is sustainably above 4.0x, (2) Moody's-adjusted free
cash flow/debt weakens towards 1% or below on a sustainable basis,
or (3) liquidity weakens.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Elis is a France-based multiservice provider of flat linen, garment
and washroom appliances, water fountains, coffee machines, dust
mats and pest control services. The company reported revenue of
around EUR3 billion in 2021.



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G E R M A N Y
=============

ROEHM HOLDING: Fitch Affirms 'B-' LT IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed Roehm Holding GmbH's (Roehm) Long-Term
Issuer Default Rating (IDR) at 'B-' with a Stable Rating Outlook.
Fitch has also affirmed Roehm's senior secured rating at 'B-' with
a Recovery Rating of 'RR4'.

Although Roehm's funds from operations (FFO) gross leverage
improved in 2021, the affirmations reflect Fitch's view that the
severe feedstock inflation if protracted and its impact on
automotive and industrial production could adversely affect the
company's credit metrics. The rating is also constrained by a
highly leveraged capital structure with fairly stable debt until
2026 and Roehm's exposure to commodity-based products as well as
cyclical end-markets.

Roehm's IDR reflects its position as the leading European producer
of methyl methacrylates (MMA), polymerised MMA (PMMA) and MMA
derivatives, the company's strong cost position in Europe, its
diversification by geography and end-consumer, and its solid,
although volatile, EBITDA margins.

KEY RATING DRIVERS

Volatile Environment: Significant fluctuations in raw material
prices and the uncertain impact of the Russia-Ukraine conflict on
global GDP and industrial production lead to a high degree of
uncertainty for the MMA market. Prices have been softening in Asia
since 3Q21 as supply is expanding. Fitch believes that acceptance
of further price inflation down the value chain might prove
challenging should the global economy slow.

Prices, Mix, Supported Recovery: Fitch estimates that Roehm's
EBITDA grew 33% in 2021 after a 16% decline in 2020, due to cost
savings and a 16% growth in average selling price. The European
contract prices for MMA increased by about 40%, supporting a 33% in
sales growth for the upstream segment. Although volumes sold were
stable, higher-margin products benefitted from the recovery of the
industrial market while lower-margin acrylic sheets volumes
normalised. Hurricane Ida and a turnaround in Europe limited
production for several weeks. While Fitch expects further
improvement in the downstream price mix, the volatility of MMA
prices remains the main profitability driver of the group.

Inflation, Pass-Through Challenges: In Fitch's view, a further
surge in raw material prices and less demand will pressure margins
in 2022 and 2023. Key feedstocks acetone and natural gas reached
record levels. Fitch does not see substitution risks as all
materials face similar inflation. Demand from carmakers has
weakened since 2H21 due to the chips shortage, and there is now a
shortage of wire harness from Ukraine. While the company was able
to pass on the cost increases of the past few months on robust
underlying demand, Fitch believes that the company's ability to
pass new price increases will be more challenging as industrial
activity slows down.

High Financial Leverage: Fitch expects Roehm to maintain a high
leverage with FFO gross leverage above 5.5x in 2022 and 2023,
despite an improvement from Fitch's previous expectations due to
the stronger-than-expected performance. In particular, strong cash
generation in 2020-2021 enabled the company to repay the EUR75
million drawn out of its revolving credit facility (RCF). While
Fitch does not expect Roehm to draw down on the RCF despite
significant capex for its upcoming LiMA project,
weaker-than-expected cash generation, leading to a material use of
the RCF during the negative free cash flow period 2022-2023, would
pressure the leverage metrics.

LiMA Execution Risk: Fitch views Roehm's investment in an
ethylene-based MMA production plant in the US as positive for its
cost position as it would provide the company with a large-scale
and cost-advantaged capacity in a market tightened by the close of
a competitor's plant in 2021. As Roehm intends to self-fund LiMA,
it will be fairly neutral on FFO gross leverage provided the
company performs according to forecasts.

The partnership with OQ Chemicals will allow construction adjacent
to the partner's brownfield site, which would mitigate the
execution risk associated with a greenfield plant using technology
not currently used on a commercial scale by Roehm, although
extensively tested. Fitch conservatively assumes a slow production
ramp-up and 5% cost overrun.

Commodity, Automotive Exposure: Roehm's upstream bulk monomers
division remains the main contributor to consolidated EBITDA, even
although the company is vertically integrated and generates 60% of
its revenue by its downstream division. Falling MMA prices can have
a dramatic impact on profitability, especially when coupled with
weak demand for high-margin automotive uses, as seen in 2019 and
1H20. About half of Roehm's customer contracts are long-term and
indexed to raw material prices, allowing it some pass-through.

European Market and Cost Leader: Roehm is the clear leader in the
European market for the production of MMA and its derivatives. Its
plants at Worms and Wesseling in Germany are the most competitive
in the region, and use the Verbund concept. The group is number two
worldwide after Mitsubishi Chemicals. Roehm has a presence in
China, where its cost position is average, and in the US, where its
Fortier plant is less competitive. The industry is consolidated and
has high barriers to entry including technological know-how and raw
material access. Higher natural gas prices in Europe than in other
regions reduces the competitiveness of European producers compared
to global competitors.

DERIVATION SUMMARY

Roehm and Nouryon Holding B.V. (B+/Stable) are high-margin chemical
companies carved out by large groups to private equity sponsors,
with transaction-related high leverage. Nouryon is larger, has more
diversified and less volatile end-markets, stronger specialty focus
and more stable cash flows than Roehm.

Root Bidco S.a.r.l. (Rovensa; B/Stable) has a similar ownership and
leverage profile to Roehm, but significantly weaker scale and
diversification, and more stable markets with better growth
prospects supporting the deleveraging.

Lune Holdings S.a.r.l. (Kem One; B/Stable) is a regional PVC
producer. It is smaller, less geographically diversified and less
profitable than Roehm. They both are exposed to cyclical
end-markets; however, Roehm is significantly more leveraged than
Kem One.

Nitrogenmuvek Zrt (B-/Rating Watch Negative) is smaller, with
weaker diversification and single-plant operations, but it has had
significantly lower leverage than Roehm since 2019 and benefits
from barriers to entry in landlocked Hungary.

KEY ASSUMPTIONS

-- Volumes of about 750 thousand tonnes a year sold in 2022 and
    2023, growing to above 800 thousand tonnes from 2024;

-- EBITDA margin of about 20% in 2022 and 2023, increasing to
    about 23% from 2024;

-- No dividend or M&A in 2022-2025;

-- Total capex peaking above EUR400 million in 2022, falling
    below EUR300 million in 2023, below EUR150 million in 2024 and
    around EUR100 million in 2025.

KEY RECOVERY ANALYSIS ASSUMPTIONS

The recovery analysis assumes that Roehm would be reorganised as a
going-concern in bankruptcy rather than liquidated.

Post-restructuring going-concern EBITDA is estimated at EUR230
million, reflecting a situation where significant capacity addition
in Roehm's markets drive MMA spreads down for a prolonged period,
outpacing demand growth, followed by a moderate recovery.

Fitch expects the company to use EUR66 million of factoring and
assume it to be replaced by an equivalent super-senior facility.
Fitch also assumes the EUR300 million RCF to be fully drawn.

Fitch used a distressed enterprise value (EV) multiple of 4.5x,
which reflects the company's scale, market position and growth
prospects.

After the deduction of 10% for administrative claims, Fitch's
waterfall analysis generated a waterfall-generated recovery
computation (WGRC) in the RR4 band, indicating a 'B-' senior
secured rating. The WGRC output percentage on current metrics and
assumptions was 48%.

RATING SENSITIVITIES

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

-- FFO gross leverage below 6.5x for a sustained period;

-- FFO interest coverage above 2.5x on a sustained basis;

-- Demonstrated relative stability of margins and ability to pass
    through rising costs.

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

-- FFO gross leverage above 8.0x on a sustained basis;

-- FFO interest coverage below 1.5x on a sustained basis;

-- Operating EBITDA margin durably below 15%;

-- Negative FCF generation on a sustained basis.

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 Cash for Capex: As at 31 December 2021, Roehm's
liquidity was about EUR600 million, consisting of slightly more
than EUR300 million in cash and a fully undrawn EUR300 million RCF
due in 2026. This provides a comfortable cushion ahead of the
expected spike in capex in 2022 and 2023 related to the
construction of the LiMA project. Fitch assumes that Roehm will
complete this project without meaningfully increasing its gross
debt. However, underperformance, construction delays or costs
over-running could lead the company to draw on its RCF in 2023 or
2024. Roehm has no significant debt maturity until the term loan Bs
are due in 2026.

ISSUER PROFILE

Roehm is a vertically integrated manufacturer of MMA and its
derivatives, owned by Advent International. It has the production
capacity for 580 thousand tonnes of MMA across its plants in
Germany, the USA and China.

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.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Depreciation of rights-of-use assets and lease-related
    interest expense reclassified as SG&A. Lease liabilities
    removed from debt.

-- Receivables and financial debt increased by amount of
    factoring use on the balance sheet. Increase and decrease of
    factoring use moved from cash flow from operations to cash
    flow from financing.

-- EUR5 million cash classified as restricted to account for cash
    held in jurisdictions where it cannot be made readily
    available for debt repayment at group level.

-- Preferred equity certificates are classified as shareholder
    loans, and are excluded from financial debt.

-- Nominal value of the term loans and RCF is used for the
    calculation of financial debt.

WIRECARD AG: Former Chief Executive Face Fraud Charges
------------------------------------------------------
Olaf Storbeck at The Financial Times reports that Wirecard's former
chief executive Markus Braun has been formally charged by Munich
public prosecutors with fraud, breach of trust and accounting
manipulation after a 21-month criminal investigation into the
collapse of the German payments group.

Wirecard was hailed as one of Germany's technology success stories
and at its peak in 2018 was worth EUR24 billion.  It crashed into
insolvency in June 2020 shortly after admitting that half of its
operations and EUR1.9 billion in corporate cash did not exist, the
FT recounts.  Mr. Braun, who has been in police custody since July
2020, denies any wrongdoing and claims he is also a victim of the
fraud, the FT notes.

According to the FT, if found guilty on all charges, he faces up to
15 years in jail.

Two other former senior Wirecard managers have also been charged,
the prosecutors said on March 14 in a statement, the FT relates.
One is the group's former deputy finance director and head of
accounting Stephan von Erffa, the FT states.  The other is a former
Dubai-based manager in charge of a Wirecard subsidiary, who has
turned chief witness and cannot be named for legal reasons, the FT
notes.  The criminal investigation into other suspects continues.

Prosecutors allege that Mr. Braun and co-defendants had known since
2015 that Wirecard's operations were lossmaking, and accuse them of
fraudulently raising EUR3.1 billion in debt from banks and bond
investors to cover the group's ongoing costs, the FT discloses.

They assert that the annual results for 2015 to 2018 were
"deceitful" and "incorrectly reflected the group's circumstances"
because they reported revenue from outsourced operations in Asia
and cash purportedly held on escrow accounts in Asia that did not
exist, according to the FT.  Prosecutors allege Mr. Braun was aware
that the figures relating to the outsourced operations and hence
the annual report were false, the FT relates.

Mr. Braun, the FT says, has also been charged with 25 cases of
organised professional market manipulation, including a potentially
misleading ad hoc statement by Wirecard about a delay to an
investigation by KPMG in April 2020.

Prosecutors also accuse Mr. Braun of several breaches of trust in
the context of hundreds of millions of euros in loans that Wirecard
and its bank gave to business partners in Asia, according to the
FT.

The date for the trial at Munich regional court has not yet been
fixed, but people familiar with the details told the FT it was
likely to start in late summer.




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I R E L A N D
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CLONTARF PARK: Moody's Ups Rating on EUR10.75MM Cl. E Notes to B1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Clontarf Park CLO Designated Activity Company:

EUR20,000,000 Class A-2A1 Senior Secured Floating Rate Notes due
2030, Upgraded to Aaa (sf); previously on Jul 27, 2021 Upgraded to
Aa1 (sf)

EUR23,000,000 Class A-2A2 Senior Secured Floating Rate Notes due
2030, Upgraded to Aaa (sf); previously on Jul 27, 2021 Upgraded to
Aa1 (sf)

EUR10,000,000 Class A-2B Senior Secured Fixed Rate Notes due 2030,
Upgraded to Aaa (sf); previously on Jul 27, 2021 Upgraded to Aa1
(sf)

EUR20,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to A3 (sf); previously on Jul 27, 2021
Upgraded to Baa1 (sf)

EUR10,750,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to B1 (sf); previously on Jul 27, 2021
Affirmed B2 (sf)

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

EUR240,000,000 (current balance EUR 184,883,146) Class A-1 Senior
Secured Floating Rate Notes due 2030, Affirmed Aaa (sf); previously
on Jul 27, 2021 Affirmed Aaa (sf)

EUR21,000,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Aa3 (sf); previously on Jul 27, 2021
Upgraded to Aa3 (sf)

EUR25,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Jul 27, 2021
Affirmed Ba2 (sf)

Clontarf Park CLO Designated Activity Company, issued in July 2017,
is a collateralised loan obligation (CLO) backed broadly by
syndicated first lien senior secured corporate loans. The portfolio
is managed by Blackstone Ireland Limited. The transaction's
reinvestment period ended in August 2021.

RATINGS RATIONALE

The rating upgrades on the Class A-2A1, Class A-2A2, Class A-2B,
Class C and Class E notes are primarily a result of the
deleveraging of the senior notes following amortisation of the
underlying portfolio since the last rating action in July 2021.

The Class A-1A notes have paid down by approximately EUR55.1
million (23.0%) since the last rating action in July 2021. As a
result of the deleveraging, over-collateralisation (OC) has
increased across the capital structure. According to the trustee
report dated February 10, 2022 [1] the Class A, Class B, Class C
and Class D OC ratios are reported at 144.68%, 132.94%, 123.18% and
113.07% compared to June 2021 [2] levels of 136.09%, 126.99%,
119.20% and 110.91%, respectively.

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 July 2021.

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

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

Performing par and principal proceeds balance: EUR344,157,543

Defaulted Securities: none

Diversity Score: 50

Weighted Average Rating Factor (WARF): 2980

Weighted Average Life (WAL): 3.79 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.44%

Weighted Average Coupon (WAC): 3.72%

Weighted Average Recovery Rate (WARR): 45.5%

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.

Moody's notes that the February 2022 trustee report was published
at the time it was completing its analysis of the January 2022
data. Key portfolio metrics such as WARF, diversity score, weighted
average spread and life, and OC ratios exhibit little or no change
between these dates. Moody's has incorporated into its analysis
EUR9.1m of unscheduled principal proceeds shown in the February
2022 trustee report [1].

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 providers,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in May 2021. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

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

Additional uncertainty about performance is due to the following:

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

EIRCOM HOLDINGS: Moody's Affirms 'B1' CFR, Outlook Remains Stable
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating and the B1-PD probability of default rating of eircom
Holdings (Ireland) Limited ("eir", "the company" or "the group"),
the parent company of Eircom Ltd, the Irish integrated
telecommunications provider. Concurrently, Moody's has downgraded
to B2 from B1 the backed senior secured rating at eircom Finance
Designated Activity Company, and the backed senior secured bank
credit facility at eircom Finco S.a.r.l. The outlook on the ratings
remains stable.

The rating action follows the reporting of eir's 2021 results[1],
which showed growth in revenue and EBITDA of 11% and 6%,
respectively, in the quarter ending December 2021, mostly driven by
the contribution of acquired assets.

The company also provided additional details on the creation of
Fibre Network Ireland (FibreCo), the new joint venture with
InfraVia Capital Partners (Infravia), a leading independent private
equity firm specialized in infrastructure and technology
investments. The creation of the joint venture was announced in
February 2022, with Infravia buying a 49% stake from eir. The sale
of the minority stake is subject to EU competition clearance and
should close by June 2022.

Proceeds from the transaction include cash from the equity sale,
and cash proceeds from a new EUR765 million debt facility at
FibreCo level.

"The sale of a minority stake in FibreCo will weaken eir's business
model and increase the group's complexity, at a time when leverage
remains high for the rating. However, the affirmation of the B1 CFR
reflects the company's growing margins and sustained positive free
cash flow generation," says Ernesto Bisagno, a Moody's Vice
President -- Senior Credit Officer and lead analyst for eir.

"The downgrade of the backed senior secured debt instrument ratings
to B2 from B1 reflects that following the placement of new debt at
FibreCo level, an operating company closer to the best quality
assets within the group, the debtholders at holding company level
will become structurally subordinated," adds Mr Bisagno.

RATINGS RATIONALE

  RATIONALE FOR AFFIRMATION OF B1 CFR

The affirmation of eir's B1 CFR reflects its steady operating
performance with revenue and EBITDA growing by 5% in 2021, as of
year end December 2021. The increase was driven by the positive
contribution from Evros Technology Group and the positive product
mix on the back of higher fiber contribution; partially offset by
lower organic revenues. Free cash flow before shareholder
distributions remained positive at approximately EUR180 million,
while Moody's adjusted debt to EBITDA was marginally higher at
around 5.1x (from 4.9x based on the previous year end closing at
June 2020), due to higher lease obligations.

Moody's has factored into its decision the corporate governance
considerations associated with the company's financial strategy and
risk management, as well as its organizational structure. The
structural separation of eir's network with the creation of
FiberCo, alongside the sale of a 49.9% stake to Infravia will
dilute its ownership in key infrastructure assets, which benefit
from a more predictable cash flow generation capacity than the
telecom service operations. In addition, the transaction adds
analytical complexity, as the company will fully consolidate an
asset that it does not fully own.

Moody's understands that proceeds from new debt at FiberCo will be
used to repay an equivalent amount of debt at holding company
level, such that consolidated leverage remains unchanged. While the
use of proceeds from the sale of the 49% stake in FibreCo has not
yet been determined, Moody's believes that the most likely use of
proceeds will be a shareholder distribution, in line with recent
transactions such as the disposal of towers completed in 2020.

The group's leverage on a pro rata consolidated basis assuming a
51% proportional contribution from FiberCo, will be broadly similar
to leverage on a fully consolidated basis, as the dilution in
consolidated EBITDA would be partially offset by increased debt at
the FiberCo level. The rating agency also assumes that there will
be no dividends paid to Infravia over 2022-2026 because free cash
flow generation at FibreCo will be negative, owing to the high
capex requirements.

Moody's anticipates EBITDA to remain stable over 2022-2023, driven
by growth in fiber connections with more customers migrating from
copper to FTTH and FTTC, and ongoing focus on cost optimization.
This will be offset by ongoing revenue pressure due to regulatory
headwinds on wholesale access, and the ongoing price competition.

The rating agency has assumed capital spending in line with the
company's guidance of 21%-23% of revenue, with a significant part
of it related to the development of the FTTH broadband network in
Ireland. Free cash flow before shareholder distributions and
spectrum payments should remain positive at around EUR150 million
each year, although the company's appetite for shareholder
distributions will constrain the pace of leverage reduction. As a
result, eir's Moody's adjusted gross debt/EBITDA will remain at
around 5.0x, leaving the company weakly positioned in the rating
category.

The B1 rating reflects (1) the company's integrated business model
and improving network quality, (2) its leading position in the
fixed line market as Ireland's incumbent operator; (3) its position
as the third-largest operator in the mobile segment and (4) its
positive free cash flow generation (FCF). The rating also reflects
(1) eir's moderate leverage and its appetite for material
shareholder distributions; (2) its exposure to the highly
competitive environment in the Irish market, which results in
persistent revenue pressure; (3) and its progressive transition to
an asset light business model, which increases both its business
risk and the complexity of its group structure.

RATIONALE FOR DOWNGRADE OF DEBT INSTRUMENT RATINGS TO B2 FROM B1

Moody's has downgraded the debt instrument ratings to B2 from B1
owing to the increased structural subordination for the existing
lenders to the new debt raised at FibreCo level. The new debt is
closer to the group's strategic assets, with FibreCo generating
around 25% of eir's consolidated EBITDA. Moody's understands that
FibreCo will be a restricted subsidiary under the existing
documentation, but will not provide an upstream guarantee to the
holding company obligations.

LIQUIDITY

eir's adequate liquidity is supported by its cash balance of EUR287
million as of December 2021, a EUR50 million undrawn revolving
credit facility expiring in October 2023 (with a springing
financial covenant for drawings above 40%, based on net senior
secured leverage below 7.5x ) and Moody's expectation of FCF
(before shareholder distributions) of around EUR150 million each
year over 2022-2023. Following the refinancing in 2019, the company
has no debt maturities until November 2024, when the EUR350 million
backed senior secured bond matures.

RATIONALE FOR STABLE OUTLOOK

While eir is weakly positioned in the rating category, the stable
outlook reflects Moody's expectation that the company will continue
to generate positive FCF and calibrate shareholder distributions in
line with its stated 3.5x-4.0x net leverage target.

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

Following the sale of the minority equity stake in FibreCo, Moody's
has tightened the leverage thresholds by 0.25x, to reflect the
increased business risk owing to the partial sale of a strategic
asset and the increased complexity of the group structure.

Upward pressure on the rating is unlikely given the company's
financial policy that targets a net reported leverage between 3.5x
and 4.0x (equivalent to a Moody's adjusted leverage of around
5.0x). However, overtime it could develop if the company operates
under a more conservative financial policy, and operating
performance improves such that eir's adjusted debt/EBITDA remains
below 4.0x (before 4.25x) and retained cash flow/debt remains above
15%, both on a sustained basis.

The company is weakly positioned in the rating category and further
downward pressure could develop if its operating performance
weakens, with pressure on revenue or a deterioration in either
margins or main KPIs (subscriber growth, average revenue per user
[ARPU], market share), leading to a deterioration in credit
metrics, including adjusted debt/EBITDA remaining sustainably above
4.75x (before 5.0x), retained cash flow/debt remaining consistently
below 10% and negative FCF.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: eircom Holdings (Ireland) Limited

Probability of Default Rating, Affirmed B1-PD

LT Corporate Family Rating, Affirmed B1

Downgrades:

Issuer: eircom Finance Designated Activity Company

BACKED Senior Secured Regular Bond/Debenture, Downgraded to B2
from B1

Issuer: eircom Finco S.a.r.l.

BACKED Senior Secured Bank Credit Facility, Downgraded to B2 from
B1

Outlook Actions:

Issuer: eircom Holdings (Ireland) Limited

Outlook, Remains Stable

Issuer: eircom Finance Designated Activity Company

Outlook, Remains Stable

Issuer: eircom Finco S.a.r.l.

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

eircom Holdings (Ireland) Limited is the parent company of Eircom
Ltd, an integrated telecommunications provider that offers
quad-play bundles, including high-speed broadband, and mobile, TV
and sports content, over its convergent fixed and mobile networks.
eir is the principal provider of fixed-line telecommunications
services in Ireland. As of September 2021, the company had a 42.8%
share of the Irish retail fixed-line revenue market and 28.2% of
retail fixed-line broadband market (66% of total fixed-line
broadband market) (according to ComReg). eir also provides access
to its network via its wholesale division (at a lower margin than
retail). The group is the third-largest mobile operator in Ireland,
with a subscription market share of around 21.6%. In 2021, the
company reported revenue of EUR1,264 million and EBITDA of EUR632
million.

HENLEY CLO VII: Fitch Gives B-(EXP) Rating to Cl. F Tranche
-----------------------------------------------------------
Fitch Ratings has assigned Henley CLO VII DAC expected ratings.

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

DEBT                            RATING
----                            ------
Henley CLO VII DAC

A                    LT AAA(EXP)sf   Expected Rating
B-1                  LT AA(EXP)sf    Expected Rating
B-2                  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

Henley CLO VII 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. Net proceeds from the issuance of the notes will
be used to fund a portfolio with a target par of EUR400 million.
The portfolio is actively managed by Napier Park Global Capital Ltd
(NPGC). The transaction has a three-year reinvestment period and a
7.5-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 26.59.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise 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 60.6%.

Diversified Portfolio (Positive): Exposure to the 10-largest
obligors is limited at 20% of the portfolio balance and unhedged
fixed-rate collateral obligations are limited to 15% of the
portfolio. The transaction also includes various concentration
limits, including a 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 three-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): The weighted average life (WAL)
used for the transaction's stressed case 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 by the transaction after its reinvestment period. These
include, among others, passing both the coverage tests and the
Fitch 'CCC' bucket limitation test post reinvestment, together with
a progressively decreasing WAL covenant. These conditions, in the
agency's opinion, reduces the effective risk horizon of the
portfolio during stress periods.

RATING SENSITIVITIES

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

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

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

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

-- A 25% reduction of the mean RDR across all ratings and a 25%
    increase in the recovery rate RRR across all ratings would
    result in upgrades of up to two notches across the structure
    except for 'AAA' 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 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

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.

HENLEY CLO VII: S&P Assigns Prelim B- (sf) Rating to Cl. F Notes
----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Henley
CLO VII DAC's class A to F European cash flow CLO notes. At
closing, the issuer will issue unrated subordinated notes.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments.

The portfolio's reinvestment period will end approximately 3.0
years after closing, while the non-call period will end 1.0 years
after closing.

The preliminary ratings reflect S&P's assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior-secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

  Portfolio Benchmarks
                                                       CURRENT
  S&P weighted-average rating factor                  3,055.52
  Default rate dispersion                               437.09
  Weighted-average life (years)                           5.24
  Obligor diversity measure                             109.96
  Industry diversity measure                             18.12
  Regional diversity measure                              1.16

  Transaction Key Metrics
                                                       CURRENT
  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                           B
  'CCC' category rated assets (%)                         1.35
  'AAA' weighted-average recovery (%)                    34.98
  Floating-rate assets (%)                               85.56
  Weighted-average spread (net of floors; %)              4.13

S&P said, "The current portfolio contains a larger proportion of
assets that have yet to be ramped up compared to what we would
typically see in other European CLO transactions at pricing. By
closing, we expect ramped up assets to be more in line with what is
commonly seen in a closing European CLO transaction. We understand
that at closing the portfolio will be well-diversified, primarily
comprising broadly syndicated speculative-grade senior-secured term
loans and senior-secured bonds. Therefore, we have conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the actual weighted-average spread (4.13%), and the actual
weighted-average coupon (4.83%) as indicated by the collateral
manager. We have assumed weighted-average recovery rates, at all
rating levels, in line with the recovery rates of the actual
portfolio presented to us. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

"Our credit and cash flow analysis show that the class B-1, B-2,
and C notes benefit from break-even default rate (BDR) and scenario
default rate cushions that we would typically consider to be in
line with higher ratings than those assigned. However, as the CLO
is still in its reinvestment phase, during which the transaction's
credit risk profile could deteriorate, we have capped our
preliminary ratings on the notes. The class A, D, and E notes can
withstand stresses commensurate with the assigned preliminary
ratings.

"The class F notes' current BDR cushion is negative at the current
rating level. Nevertheless, based on the portfolio's actual
characteristics and additional overlaying factors, including our
long-term corporate default rates and recent economic outlook, we
believe this class is able to sustain a steady-state scenario, in
accordance with our criteria." S&P's analysis further reflects
several factors, including:

-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.

-- S&P's model-generated portfolio default risk, which is at the
'B-' rating level at 26.53% (for a portfolio with a
weighted-average life of 5.24 years) versus 16.23% if it was to
consider a long-term sustainable default rate of 3.1% for 5.24
years.

-- Whether the tranche is vulnerable to nonpayment in the near
future.

-- If there is a one-in-two chance for this note to default.

-- If S&P envisions this tranche to default in the next 12-18
months.

Following this analysis, S&P considers that the available credit
enhancement for the class F notes is commensurate with the assigned
preliminary 'B- (sf)' rating.

Until the end of the reinvestment period on April 25, 2025, the
collateral manager may substitute assets in the portfolio for so
long as S&P's CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and it
compares that with the current portfolio's default potential plus
par losses to date. As a result, until the end of the reinvestment
period, the collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

S&P said, "Under our structured finance sovereign risk criteria, we
consider that the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary ratings.

"At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under our current
counterparty criteria.

"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for the
class A to F notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to E notes
to five of the 10 hypothetical scenarios we looked at in our
publication, "How Credit Distress Due To COVID-19 Could Affect
European CLO Ratings," published on April 2, 2020.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes "Criteria For Assigning 'CCC+', 'CCC',
'CCC-', And 'CC' Ratings," published on Oct. 1, 2012."

Environmental, social, and governance (ESG) factors

S&P regards the exposure to ESG credit factors in the transaction
as being broadly in line with our benchmark for the sector.
Primarily due to the diversity of the assets within CLOs, the
exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries:
production of tobacco; development or production of controversial
weapons; production of or trade in pornography, adult
entertainment, or prostitution; the extraction of thermal coal,
fossil fuels from unconventional sources, or other fracking
activities; and 30% or more of electricity generation is from
thermal coal. Accordingly, since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in S&P's rating analysis to account for
any ESG-related risks or opportunities.

  Ratings List

  CLASS     PRELIM.     PRELIM.     INTEREST RATE     CREDIT       
    
            RATING      AMOUNT          (%)         ENHANCEMENT  
                      (MIL. EUR)                      (%)

  A         AAA (sf)     232.00      3mE + 1.05      42.00

  B-1       AA (sf)       33.90      3mE + 2.40      28.00

  B-2       AA (sf)       22.10            3.00      28.00

  C         A (sf)        24.00      3mE + 3.15      22.00

  D         BBB- (sf)     29.00      3mE + 4.25      14.75

  E         BB- (sf)      18.80      3mE + 7.14      10.05

  F         B- (sf)       12.20      3mE + 9.50       7.00

  Subordinated  NR        28.50             N/A        N/A

NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.




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

[*] Fitch Cuts Long-Term FC IDRs of 7 Russian Gov't Units to 'C'
----------------------------------------------------------------
Fitch Ratings has downgraded seven Russian government-related
entities (GREs) Long-Term Foreign-Currency Issuer Default Ratings
(IDRs) to 'C' from 'B'.

KEY RATING DRIVERS

The rating actions follows the downgrade of the sovereign (Fitch
Downgrades Russia to 'C') on 8 March.

The affected Russian GREs are Russian Highways State Company -
AVTODOR, JSC Russian Post (RP), Russia Housing and Urban
Development Corporation JSC (DOM.RF), JSC RUSNANO, JSC Russian
Railways (RZD), JSC Federal Passenger Company (FPC) and OJSC
Svyazinvestneftekhim (SINEK), a GRE of the Republic of Tatarstan.
Following the downgrade of Russia to 'C', all seven GREs are
subject to the same rating drivers (regardless of their ownership):
namely the exposure to the federal authorities regulations with
regards to capital control and debt servicing limitations.

DERIVATION SUMMARY

With the 'B-' Country Ceiling there is theoretically some headroom
to rate entities higher than the sovereign. However, Fitch believes
that this would not apply to the policy-driven GREs. This is due to
two factors: first, the very strong institutional links between the
sovereign and its GREs (reflecting a strong "verticality of power"
where the federal government has major prerogatives and powers over
companies it directly or indirectly controls). Second, current
geopolitical developments have reinforced the political weight of
central authorities and their influence over their "agents", making
autonomous management of fiscal and financial matters by
policy-driven state-owned entities less plausible. As a result,
Fitch believes that if the sovereign were to default, the GREs
would also default, if not earlier, shortly after.

Although many issuers have ample liquidity available for their
local-currency debt servicing requirements, Fitch believes
local-currency debt cannot carry higher ratings than
foreign-currency debt, because the Central Bank of Russia
regulation has restricted the transfer of local-currency OFZ debt
coupons to non-residents. Fitch believes these restrictions may
apply not only to OFZ debt (federal bonds) but to many more debt
instruments, including those of the rated GREs.

DEBT RATINGS

The ratings of all senior debt instruments have been downgraded as
they are aligned with the Long- and Short-Term IDRs of the
respective GRE, including for RZD the senior unsecured debt of its
special financial vehicle company, RZD Capital P.L.C. The latter
reflects Fitch's view that it constitutes direct, unconditional
senior unsecured obligations of RZD and ranks pari passu with all
of its other present and future unsecured and unsubordinated
obligations

Fitch has also downgraded RZD's Swiss franc perpetual loan
participation notes to 'C'; no notching from the IDR is relevant in
this category of rating.

The senior unsecured debt of LLC Sinek-Finance, SINEK's SPV, has
been downgraded to 'C' from 'B-', as it ranks pari pasu with
SINEK's debt, rated at 'C', on par with SINEK's IDR.

RATING SENSITIVITIES

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

-- An upgrade of Russia, which would likely stem from improved
    confidence in Russia's willingness to repay debt, for example
    due to implementation of policy that is consistent with its
    continuing servicing of debt obligations, alongside
    expectations there will be continued capacity to execute debt
    payments.

-- Tangible signs that GREs have secured cash autonomy from the
    federal authorities and ability/clearance to make payments on
    their debt.

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

-- Failure to fulfil commercial debt payment within stipulated
    grace periods.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Sovereigns, Public Finance
and Infrastructure 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 three notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.

ESG CONSIDERATIONS

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

[*] RUSSIA: Debt Default Imminent Following Western Sanctions
-------------------------------------------------------------
Tim Bowler at BBC News reports that Russia may be about to default
on its debts after Western sanctions were imposed in the wake of
its invasion of Ukraine.

According to BBC, it is due to make US$117 million in interest
payments to investors on two dollar-denominated bonds today, March
16.

But Russia's access to US$630 billion (GBP470 billion) of foreign
currency reserves has now been frozen, BBC discloses.

Credit ratings agencies have warned that a debt default is
"imminent", BBC relates.

The International Monetary Fund (IMF) has said while it is
concerned about the impact of any Russian debt default, it does not
believe it this would trigger a global financial crisis, BBC
notes.

The Russian government -- and firms such as Gazprom, Lukoil and
Sberbank -- owe about US$150 billion to overseas investors, BBC
states.

Most of this is in either dollars or euros, and Russian
institutions are now barred from accessing dollar or euro assets
that are held abroad because of sanctions, according to BBC.

If Russia does default, it will be the country's first debt default
since 1998.

According to BBC, Russia's foreign ministry has said it would make
payments to international investors in roubles if it were stopped
from paying them in dollars or euros.

Neither of the two dollar-denominated bonds which need to be paid
today allow for any other currency to be used.

But some of Russia's other debt agreements do allow for different
currencies to be used -- in which case paying in roubles could be
acceptable.

One result of any official default is that investors could start
making claims on credit default swaps, according to BBC.

IMF head Kristalina Georgieva has also discounted the idea of a
wider shock to the global financial system from a Russian default,
BBC relates.

But she warned that the sanctions imposed on Russia would lead to a
"deep recession" there, and that the war would drive up global food
and energy prices, BBC notes.

The unknown factor, as yet, is what debt defaults there may be by
Russian firms -- and what impact these may have on overseas
investors who have heavily invested in Russia, BBC states.

Any debt default is likely to exacerbate the financial and economic
problems Russia is now facing, BBC relays.

Before it invaded Ukraine, Russia was considered one of the most
creditworthy countries in the world, with low debt levels.  But
things have now dramatically changed.

Foreign firms have left in droves, and Moscow has already imposed
strict credit controls to limit the outflow of money in order to
protect the economy and the rouble, BBC discloses.




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

[*] UKRAINE: Plays Down Risks of Further Hryvnia Devaluation
------------------------------------------------------------
Natalia Zinets at Reuters reports that the Ukrainian president's
economic adviser on March 12 played down the risks of the hryvnia
devaluating further, despite the Russian invasion of the country
which began on Feb. 24.

According to Reuters, Oleg Ustenko told local media that Ukraine's
budget was fully funded and that the country's foreign exchange
reserves of US$27.5 billion would be replenished.  Ukraine has
secured emergency financing from the International Monetary Fund
and other institutions to support its economy during the war,
Reuters relates.

Russian forces have shelled major Ukrainian cities, including Kyiv
and Kharkiv, hit critical infrastructure and disrupted shipping
routes through the Black Sea, Reuters discloses.




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

IVC ACQUISITION: Fitch Affirms 'B+' Sr. Sec. Instrument Ratings
---------------------------------------------------------------
Fitch Ratings has affirmed IVC Acquisition Ltd.'s senior secured
instrument ratings at 'B+' with a Recovery Rating of RR3/52%
(reduced from previously RR3/55%). This follows its GBP400 million
(euro equivalent) increase in the TLB loan size and the concurrent
increase in its revolving credit facility (RCF) to GBP600 million
from GBP451 million. Fitch has also affirmed IVC Acquisition Pikco
Limited's (IVCE) Long-Term Issuer Default Rating (IDR) at 'B' with
Stable Outlook.

The debt proceeds will be used to refinance IVCE's RCF drawdowns
and support its continued ambitious acquisition strategy in
Europe.

The ratings remain supported by IVCE's leading market position in
its core markets, resilient performance during the pandemic,
improving operating margins, and strong sector fundamentals
offering organic growth and consolidation opportunities, which is
reflected in the Stable Outlook.

Fitch's rating case forecasts do not include contribution from
IVCE's recent merger with Canadian peer VetStrategy (VS), announced
in September 2021, as it remains separately funded on a standalone
basis, sitting outside IVCE's restricted lending group.

KEY RATING DRIVERS

Strong Post-pandemic Growth, Improving Profitability: IVCE
outperformed Fitch's organic growth assumptions in FY20 and FY21
(financial year ending September) with limited disruption to its
services during the pandemic and steady growth in activity. Demand
for pet care continued to increase during lockdowns, leading to an
improving EBITDA margin (including Fitch-defined reversal of IFRS16
lease adjustments) of 15% in FY21. Fitch's rating case expects
continued strong organic like-for-like sales growth to ease from
the pandemic peak of above 16% to mid-to-high single-digits over
the rating horizon to FY24, with IFRS16-adjusted EBITDA margins in
the mid-teens.

Improving FCF Generation: Accelerating organic growth and improving
profitability means Fitch projects an increasing free cash flow
(FCF) margin towards 5% to FY24. This should result in a gradual
reduction of funds from operations (FFO)-adjusted gross leverage to
below 7.0x and increase rating headroom. This is despite Fitch's
assumptions of a continuation of the buy-and-build strategy with
additional funding requirements over the four-year rating case.

Limited Rating Headroom After Senior Debt Increase: Fitch expects
financial leverage, including the additional financing, to be
elevated and temporarily breach Fitch's negative downgrade
sensitivity of total debt/EBITDA of 8x, indicating low financial
headroom under the 'B' IDR. However, the rating case assumes
gradually reducing financial leverage, based on strong, profitable
organic growth and accretive M&A.

Moderate Execution Risks: Fitch's deleveraging assumptions reflect
IVCE's balanced approach to productivity enhancements alongside its
ambitious external growth strategy. IVCE is developing its platform
for its veterinary-care business at the pan-European level. This
translates into moderate execution risks as it continues to
integrate acquired businesses and targets more bolt-on acquisitions
for growth. However, this is mitigated by its careful planning and
M&A framework. In addition, acquisitions remain discretionary and
can be paused (as they have been at some stages during the
pandemic), which enables the company to support its deleveraging
capacity ahead of key debt refinancing before 2026.

Canadian Merger not Factored In: Fitch's rating case does not
include contributions from IVCE's recent merger with Canadian peer
VS, announced in September 2021, as it remains separately funded on
a standalone basis, outside IVCE's restricted lender group. Fitch
believes that IVCE intends to refinance debt at VS, but details
such as a business plan, debt structure, and assessment of earnings
quality on audited accounts are still uncertain.

VS to Boost Business Profile: Fitch sees sound strategic rationale
in the Canadian merger as it adds a strong platform for IVCE
outside its current European focus, in a market with similar growth
characteristics and consolidation opportunities, accelerating
synergies, diversification, and scale. The VS merger has also
broadened IVCE's shareholder structure by introducing VS's owner
Berkshire Partners and management to IVCE's enlarged group of
shareholders, following the earlier introduction of strategic
investors Nestlé and Silver Lake.

Diversified Customer-Centric Operations: IVCE has leading positions
in its core markets and is establishing itself as a leading
international veterinary care business, with a strong medical and
customer focus. It plans to focus on growing economies of scale,
consolidating the fragmented animal healthcare market and creating
regional leading veterinary chains. These regional operations are
supported by common head office functions realising scale
benefits.

DERIVATION SUMMARY

Fitch bases IVCE's rating on its Generic Navigator framework,
considering underlying animal care and consumer service
characteristics, which drive its business profile. IVCE's strategy
of consolidating a fragmented care market and generating benefits
from scale and standardised management structures is similar to
strategies currently implemented by other Fitch-rated health care
operations such as laboratory services and dental/optical chains.
The key difference is that the animal care market is not as
regulated as human health care, which allows for greater
operational flexibility, but also introduces a higher discretionary
characteristic to an otherwise defensive spending profile.

IVCE is firmly positioned against other 'B' credits, with FFO
adjusted gross leverage trending towards 7.5x from 2021 on a pro
forma basis. Its financial profile is underpinned by pro-forma
EBITDA margin improvement towards mid-high teens in FY21,
translating into gradually improving FCF generation.

High-yield peers active in industry consolidation such as Finnish
private health operator Mehilainen Yhtym Oy (B/Stable), laboratory
testing company Inovie Group (B/Stable), Laboratoire Eimer Selas
(B/Stable) exhibit similar financial risk profiles to IVCE as the
result of implementing 'buy-and-build' growth strategies, albeit in
more regulated healthcare sectors, which have also benefited during
the pandemic, similar to IVCE.

KEY ASSUMPTIONS

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

-- Organic revenue of CAGR 7% and total growth of CAGR 17.7%
    including acquisitions for FY22-25 on a pro forma basis;

-- Fitch-defined EBITDA margin improving from 15% in FY21 to
    16.5% in FY23 and thereafter reflecting synergy
    materialization;

-- Working capital cash inflow at c.0.3% of sales in FY22-25;

-- Limited capital intensity, with total capex representing 4.5%
    of revenues in FY22 and 4.2% thereafter;

-- Cumulative bolt-on acquisitions to continue, requiring
    additional debt issuance over Fitch's rating horizon to FY25,
    albeit discretionary;

--No dividends.

KEY RECOVERY ASSUMPTIONS

Fitch would expect IVCE to be restructured in a default scenario
and to continue operating as a going concern as Fitch believes that
this approach will maximise recoveries for financial creditors over
a liquidation of its assets.

In this distressed recovery analysis, Fitch estimates the
distressed enterprise value (EV) of GBP1.7 billion, based on a
post-restructuring EBITDA of GBP310 million, a 6x distressed
EV/EBITDA valuation and 10% administrative claim.

Fitch assumes the newly increased RCF of GBP600 million to be fully
drawn and rank pari passu with the term loan B facility, leading to
a resulting recovery for the increased amount of senior secured
debt within the 31%-50% range, at 52%, corresponding to a 'RR3'
Recovery Rating and leading to the affirmation of the senior
secured instrument rating at 'B+'.

RATING SENSITIVITIES

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

-- Successful integration of acquired operations; increasing
    scale and profitability leading to FFO-adjusted gross leverage
    to below 6.5x, total lease-adjusted debt/ EBITDAR below 6.0x,
    EBITDA margin above 17%, and FCF margin in high- single digits
    on a sustained basis;

-- Satisfactory financial flexibility with FFO fixed charge cover
    above 2.5x on a sustained basis;

-- Demonstration of a maturing business model, characterised by
    enhanced diversification and greater scale with revenue
    trending toward GBP2 billion.

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

-- Erosion of profitability from failure to integrate and develop
    acquired operations, leading to the EBITDA margin falling
    below 12%;

-- Negative FCF, potentially as a result of an unsuccessful
    acquisition strategy driving weaker credit metrics such as FFO
    adjusted gross leverage sustained above 8.0x (pro-forma for
    acquisitions), or total lease-adjusted debt/EBITDAR above
    7.5x;

-- FFO fixed charge coverage below 1.5x on a sustained basis.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity After Debt Issuance: Fitch views IVCE's
liquidity as satisfactory. Following the refinancing the group will
have up to GBP693 million of available liquidity, split into GBP93
million cash on balance sheet and up to GBP600 million undrawn RCF
to support its buy-and-build strategy. Fitch considers the debt
maturity profile as unchallenging with no impact on the rating as
no debt falls due within the four-year rating horizon.

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.

ISSUER PROFILE

IVCE is the largest veterinary practice group in Europe, with a
presence in 19 countries following its announced merger with
VetStrategy in Canada. IVCE offers conventional veterinary
consultations and procedures and operates a Pet Health club. In
addition, it offers online pharmacy and pet care retail services
(pet food, care products).

STANLINGTON NO. 2: Moody's Assigns B3 Rating to GBP5.9MM F Notes
----------------------------------------------------------------
Moody's Investors Service has assigned ratings to Notes issued by
Stanlington No. 2 PLC:

GBP256.8M Class A Mortgage Backed Floating Rate Notes due June
2045, Definitive Rating Assigned Aaa (sf)

GBP8.9M Class B Mortgage Backed Floating Rate Notes due June 2045,
Definitive Rating Assigned Aa2 (sf)

GBP8.9M Class C Mortgage Backed Floating Rate Notes due June 2045,
Definitive Rating Assigned A2 (sf)

GBP5.9M Class D Mortgage Backed Floating Rate Notes due June 2045,
Definitive Rating Assigned Baa2 (sf)

GBP2.9M Class E Mortgage Backed Floating Rate Notes due June 2045,
Definitive Rating Assigned Ba2 (sf)

GBP5.9M Class F Mortgage Backed Floating Rate Notes due June 2045,
Definitive Rating Assigned B3 (sf)

Moody's has not assigned a rating to the GBP5.9M Class Z1 Mortgage
Backed Notes due June 2045, to the GBP2.9M Class Z2 Mortgage Backed
Notes due June 2045 and to the GBP5.9M Class X Mortgage Backed
Floating Rate Notes due June 2045.

RATINGS RATIONALE

The Notes are backed by a pool of UK residential non-conforming and
buy-to-let (BTL) mortgage loans originated by multiple lenders:
GMAC-RFC Limited (currently known as Paratus AMC Limited,
"Paratus", NR), Bluestone Mortgages Limited (formerly known as
Basinghall Finance Limited and Basinghall Finance PLC, NR), First
Alliance Mortgage Company Limited (NR), Victoria Mortgage Funding
Limited (NR) and Paratus. 49.7% of the portfolio was previously
securitized in Stanlington No. 1 PLC and 49.9% in Ciel No 1. PLC,
respectively.

The portfolio of assets amount to approximately GBP295 million as
of November 30, 2021 pool cutoff date. The general reserve fund
will be funded to 1% of the Class A to Class Z1 Notes' principal
balance at closing. The general reserve fund has two sub-ledgers,
an amortising liquidity reserve sized at 1.0% of Class A and B
Notes' outstanding principal balance, and a credit reserve sized at
1.0% of Class A to Class Z1 Notes' principal balance at closing
less any amounts in the liquidity reserve fund. The total credit
enhancement for the Class A Notes will be 14%.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from various credit
strengths such as: (i) the 14.5 years seasoning of the pool is
significantly higher than the average of UK RMBS transactions and
over twelve years of the portfolio historical data is available;
(ii) the portfolio has a low WA current loan-to-indexed value ratio
of 57.5% as calculated by Moody's; (iii) no further loan advances
or product switches are allowed; and (iv) a liquidity and credit
reserve are available as described above.

However, Moody's notes that the transaction features some credit
challenges such as: (i) high arrears, predominantly in the
Stanlingon No. 1 legacy portfolio, reflect the non-conforming
nature of the borrowers and have resulted in capitalised fees
and/or arrears of 2.2% of the current pool balance for over 1,400
loans; (ii) 94% of the loans have bullet repayments; (iii) the
transaction has relatively low excess spread, given WA interest of
the pool is 2.7%; (iv) a basis mismatch between the interest rates
received on the loans and the interest rates payable on the notes;
and (v) an unrated servicer (Paratus). Various mitigants have been
included in the transaction structure such as a back-up servicer
facilitator (Intertrust Management Limited, NR) which is obliged to
appoint a back-up servicer if necessary. The portfolio
characteristics and the absence of a basis swap has been considered
in Moody's cashflow analysis.

Moody's determined the portfolio lifetime expected loss of 2.7% and
MILAN credit enhancement ("MILAN CE") of 14% related to borrower
receivables. The expected loss captures Moody's expectations of
performance considering the current economic outlook, while the
MILAN CE captures the loss Moody's expect the portfolio to suffer
in the event of a severe recession scenario. Expected defaults and
MILAN CE are parameters used by Moody's to calibrate its lognormal
portfolio loss distribution curve and to associate a probability
with each potential future loss scenario in the ABSROM cash flow
model to rate RMBS.

Portfolio expected loss of 2.7%: This is based on Moody's
assessment of the lifetime loss expectation for the pool taking
into account: (i) the collateral performance of the loans to date,
as observed in the previously securitised portfolios; (ii) the
current macroeconomic environment in the UK and the impact of
future interest rate rises on the performance of the mortgage
loans; and (iii) the fact that 12.3% of the pool was in arrears as
of the pool cutoff date, of which 5.3% is more than 90 days in
arrears.

MILAN CE of 14%: This follows Moody's assessment of the
loan-by-loan information taking into account the following key
drivers: (i) the collateral performance of the underlying loans to
date as described above; (ii) the weighted average current
loan-to-original value of 83.5%; (iii) the average seasoning of the
pool of 14.5 years, which is significantly higher than the UK RMBS
sector; (iv) interest-only loans comprise 94% of the pool; and (v)
the fact that for 44% of the pool proof of income has either not
been verified or the borrower has self-certified their income.

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 THAT WOULD LEAD AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Factors that would lead to an upgrade of the ratings include: (i)
significantly better than expected performance of the pool together
with an increase in credit enhancement of Notes; or (ii) a
deleveraging of the capital structure.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of servicing or cash management interruptions; and (ii) economic
conditions being worse than forecast resulting in higher arrears
and losses.

STANLINGTON NO. 2: S&P Assigns BB (sf) Rating to Class F Notes
--------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Stanlington No. 2
PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes. At
closing, Stanlington No. 2 also issued unrated class Z and X-Dfrd
notes, and Y and RC1 and RC2 residual certificates.

Stanlington No. 2 is a static RMBS transaction that securitizes a
portfolio of GBP295.12 million owner-occupied and buy-to-let (BTL)
mortgage loans secured on properties in the U.K.

At closing the seller (Paratus AMC Ltd.) purchased the beneficial
interest in the portfolio from the current issuers (Stanlington No.
1 PLC and Ciel No. 1 PLC). The issuer used the issuance proceeds to
purchase the full beneficial interest in the mortgage loans from
the seller. The issuer granted security over all of its assets in
favor of the security trustee.

The pool is well seasoned. Most of the loans are first-lien U.K.
owner-occupied and BTL residential mortgage loans. The borrowers in
this pool may have previously been subject to a county court
judgement (CCJ; or the Scottish equivalent), an individual
voluntary arrangement, a bankruptcy order, may be self-employed,
have self-certified their incomes, or were otherwise considered by
banks and building societies to be nonprime borrowers. The loans
are secured on properties in England, Wales, and Scotland, and were
mostly originated between 1998 and 2008.

There is high exposure to interest-only loans in the pool at 94.1%,
and 8.2% of the mortgage loans are currently in arrears greater
than (or equal to) one month.

A general reserve fund provides liquidity, and principal can be
used to pay senior fees and interest on the notes subject to
various conditions. A further liquidity reserve fund was funded at
closing to provide liquidity support to the class A and B-Dfrd
notes.

Paratus AMC is the servicer in this transaction.

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

S&P said, "In our cashflow analysis on the class A notes, all notes
must pay full and timely principal and interest. Our ratings on the
class B-Dfrd to F-Dfrd notes address the payment of ultimate
principal and interest while they are not the most senior class
outstanding. When the class B-Dfrd to F-Dfrd notes become the most
senior class outstanding, our ratings will address the timely
payment of interest and ultimate payment of principal.

"We consider that the available credit enhancement for the class A,
B-Dfrd, C-Dfrd, and F-Dfrd notes is commensurate with the ratings
assigned. Our standard cash flow analysis indicates that the
available credit enhancement for the class D-Dfrd and E-Dfrd notes
is commensurate with higher ratings than those currently assigned.
However, the ratings on these notes also reflect their ability to
withstand the potential repercussions of the COVID-19 outbreak,
including higher defaults and longer foreclosure timing stresses,
also considering their relative positions in the capital
structure."

  Ratings

  CLASS             RATING*     AMOUNT (MIL. GBP)

  Class Y certs       NR                  N/A

  A                   AAA (sf)        256.761

  B-Dfrd              AA+ (sf)          8.854

  C-Dfrd              A+ (sf)           8.854

  D-Dfrd              A- (sf)           5.903

  E-Dfrd              BBB (sf)          2.951

  F-Dfrd              BB (sf)           5.903

  Z1                  NR                5.901

  Z2                  NR                2.951

  X-Dfrd              NR                5.903

  RC1 (residual cert) NR                  N/A

  RC2 (residual cert) NR                  N/A

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal for the class A notes, and the ultimate
payment of interest and principal on the other rated notes, which
must pay timely interest once they become the most senior notes
outstanding.
N/A--Not applicable.
NR--Not rated.


VE GLOBAL: In "Financial Distress" Years Following Administration
-----------------------------------------------------------------
Kadhim Shubber at The Financial Times reports that former UK
unicorn Ve Global is in "financial distress" just five years after
it was bought out of administration, launching an accelerated sales
process for its assets following poorer than expected trading in
recent months.

The struggling start-up, which was valued at GBP1.5 billion in
2016, told staff on March 9 it risked going out of business if a
buyer was not found within weeks, the FT relates.

Previously known as Ve Interactive, the company was a rare British
"unicorn" -- a start-up valued at more than US$1 billion -- but it
entered administration in 2017, the FT recounts.  The business had
made heavy losses and a High Court judge criticised former boss
David Brown's management of the company, the FT disclsoes.

According to the FT, Ve, whose backers include Lloyds Bank director
Lord James Lupton, told employees that weaker than forecast trading
"prevented [the] unlocking of further funding" from existing
investors.

"Ve needs immediate funding to improve its cash flow position," the
company, as cited by the FT, said in a note sent to staff, adding
that if the sales process failed, the "worst-case scenario would be
the company being wound up".

Jack Wearne, a former Citibank trader who has run the start-up
since 2020, confirmed to the FT that the company had begun a sales
process at the start of the year and had several interested
parties, but had now accelerated the process.

Hilco Streambank had been enlisted along with an unnamed external
adviser appointed by Ve's board on March 3, according to the note,
which said a successful sale by the end of April was still "the
preferred scenario, and very much a possible one", the FT notes.

The 2017 administration of Ve Interactive was controversial, with
the company sold for GBP2 million to a consortium of existing
investors, the FT relays.  The High Court later removed the
administrators so that Deloitte could be brought in to investigate
the process, the FT recounts.

The start-up has cycled through several chief executives who have
cut staff numbers from about 800 to just over 100 today, the FT
discloses.

Accounts for 2019, the most recent available, showed losses of
GBP11.5 million and revenues falling 30% to GBP16.8 million,
according to the FT.

The accounts said the company was reliant on shareholder funding to
continue trading and noted employee disputes in the US, UK, Mexico
and Spain, the FT notes.  Accounts for 2020 are three months late,
the FT says.


WOODFORD EQUITY: Investors to Face Longer Delay to Recover Money
----------------------------------------------------------------
Joshua Oliver at The Financial Times reports that investors with
money trapped in the fund formerly run by fallen star stockpicker
Neil Woodford will have to wait even longer than expected to see
the rest of their money returned, close to three years after the
fund was shuttered.

According to the FT, Link Group, the fund administrator overseeing
the wind down of the Equity Income Fund, said on Nov. 15 that the
small cache of remaining assets still trapped in the fund may not
be sold until 2023 or beyond.  The company previously said it
expected to complete the final sales by the end of 2022, the FT
relates.

Link managing director Karl Midl said in a letter to investors that
he was "unable to provide a specific date" for further payouts to
investors, which would bring to a close the saga that began when
Woodford's GBP3.7 billion fund was frozen in June 2019, the FT
notes.

Investors whose money was trapped in the fund when it shuttered
have so far received GBP2.54 billion in payouts from the sale of
the frozen assets, the FT discloses.

But Link is still holding GBP141 million worth of assets, largely
comprising stakes in private businesses, that it has been unable to
sell at a satisfactory price, the FT relays.

"This will be extremely disappointing for investors locked in the
fund.  It seems that little progress has been made on disposing the
remaining assets in the fund since Link's last update just over
three months ago," the FT quotes Ryan Hughes, head of investment
research at investment platform AJ Bell, as saying.

Mr. Hughes noted that as of Link's most recent valuation, in
February, the unsold assets had increased in value by 13% compared
with their price in October, but that this uplift "will be of
little comfort given the longer term performance", the FT states.

If the remaining assets were sold at their current value, investors
would collectively still be nursing roughly a GBP1 billion loss
from the collapse of the fund, compared with the value of the
portfolio on the day it was frozen, the FT notes.

The further delay to the final payout comes as burnt savers also
wait for the Financial Conduct Authority's report into the affair,
the FT relays.

According to the FT, FCA chief executive Nikhil Rathi, in a letter
to the Treasury select committee of MPs in December, said "all key
evidence has been gathered" in the probe, but that the watchdog
needed more time to study the information.



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

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