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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

          Thursday, March 24, 2022, Vol. 23, No. 54

                           Headlines



F R A N C E

FNAC DARTY: S&P Upgrades ICR to 'BB+', Outlook Stable


G E R M A N Y

BAYER AG: Moody's Assigns 'Ba1' Rating to New Hybrid Notes
BAYER AG: S&P Assigns 'BB+' LT Issue Rating to New Hybrid Notes


I R E L A N D

CVC CORDATUS XXIII: Moody's Assigns (P)B3 Rating to Class F Notes
PALMER SQUARE 2022-2: Fitch Gives BB+(EXP) Rating to Class E Notes
ST PAUL'S IX: Fitch Gives Final B- Rating to Class F-R Notes
ST. PAUL'S IX: S&P Assigns B- (sf) Rating to Class F Notes


N E T H E R L A N D S

COMPACT BIDCO: S&P Alters Outlook to Negative, Affirms 'B-' ICR


N O R W A Y

SECTOR ALARM: S&P Alters Outlook to Negative, Affirms 'B+' Ratings


R U S S I A

RCB BANK: Expected to Announce Closure of Retail Business
[*] RUSSIA: Shopping Malls Face Bankruptcy Risk This Year


S E R B I A

FABRIKA ULJA: Storage Solutions Acquires Assets for RSD166.8MM


S P A I N

IM BCC 4: S&P Assigns 'CCC- (sf)' Rating to Class B Notes


S W I T Z E R L A N D

ORIFLAME HOLDING: Moody's Lowers CFR to B2, Outlook Remains Stable


U K R A I N E

GN TERMINAL: S&P Suspends Preliminary 'B-' LT Issuer Credit Rating


U N I T E D   K I N G D O M

AINSCOW HOTEL: Put Up for Sale Following Administration
FIRST STOP: Director Faces Disqualification After Liquidation
JOE DELUCCI'S: Enters Into Liquidation Years Following Rescue
PAVILLION POINT 2021-1A: Fitch Gives Final BB+ Rating to F Notes
ROADBRIDGE UK: Ceases Trading, Hundreds of Jobs Affected


                           - - - - -


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F R A N C E
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FNAC DARTY: S&P Upgrades ICR to 'BB+', Outlook Stable
-----------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
French retailer FNAC Darty (Fnac)  and its issue rating on its
senior unsecured bonds to 'BB+' from 'BB'.

The stable outlook reflects S&P's expectation that, despite the
remaining pandemic-related uncertainty and the looming inflationary
environment, Fnac could weather these headwinds and continue its
robust performance on its strong operating execution and demand for
premium consumer electronics and household appliances. Together
with its low financial debt and proactive liquidity management,
this should enable the group to maintain S&P Global
Ratings-adjusted debt to EBITDA below 2x and funds from operations
(FFO) to debt above 35% over the next 24 months.

Strong operating performance is enabling recovery toward
pre-pandemic profitability and cash flow.

Fnac registered revenue growth of 7.4% year on year and 8.2% versus
pro forma 2019, on the back of strong volume uptake and basket
premiumization--a strong revenue performance in contrast to the
previous track record and some peers in France. As households
continued to equip themselves for a work-from-home lifestyle, they
have also been shopping for higher-value premium equipment that
facilitated a better stay-at-home experience. In-store sales have
gained momentum as pandemic-related restrictions have been eased.
While online sales concurrently slowed to 26% of total sales, Click
& Collect remained popular, representing 46% of online sales. The
favorable product mix, increased service revenue, and cost
management measures brought reported EBITDA (post-IFRS 16) 9.5%
higher year on year to EUR621 million. This is equivalent to a 20
basis point (bps) margin improvement to 7.7% compared with 2020.
The company also undertook a deleveraging exercise during 2021 with
the repayment of the EUR500 million state guaranteed loan and the
issuance of the EUR200 million OCEANE bond. As a result, Fnac
posted improved credit metrics, which are also in line with 2019,
when S&P rated the company 'BB+', with S&P Global Ratings-adjusted
debt to EBITDA at 1.6x (versus 2.0x in 2019), an EBITDAR coverage
ratio of 2.3x (versus 2.1x in 2019) by year-end, and free operating
cash flow (FOCF) after leases of about EUR145 million (versus
EUR125 million in 2019).

Fnac's performance throughout the pandemic demonstrates the success
of its multiyear strategic transformation. Among the three market
leaders in e-commerce, Fnac is the only one that benefits from a
strong omnichannel and multiformat value proposition, which allowed
it to accommodate the abrupt shift in purchasing behavior favoring
online retailing during the pandemic. The variety of shopping
options made available to consumers supported selling activity in
the context of an uncertain evolution of COVID-19 containment
measures. This was coupled by a solid logistical setup and labor
resource, facilitating the delivery of goods and services to the
customers. The company had also concentrated its efforts on closely
managing its purchases to ensure the availability of a wide range
of products throughout the year, which points to a non-negligible
negotiating position in a period marked by tensions in the supply
chain. As a result, the company had both reinforced its position as
a leading consumer electronics and white goods channel in France
for suppliers, making it a key avenue to tap end customers; and as
one of the go-to electronics and white goods retail chains for
households. Beyond the omnichannel business model, which is more
advanced in our view than Fnac's main competitors and provides it
with some stability in earnings and competitive advantage, S&P also
values the business's product and brand diversification, which
enables it to cushion potential volatility in earnings. The
acquisition of Nature & Decouvertes further reinforces this
earnings diversification. Lastly, while Fnac isn't necessarily
positioned as the leading e-commerce retailer in France, it
benefits from a leading position in niche segments, which protects
it from competition. Combining online and offline sales, it is the
leading book retailer in France, the leading white goods retailer,
a segment where Amazon is not present, and one of the leading
players in the ticketing business, for instance.

S&P said, "While we expect the group's revenue to normalize as
pandemic-related growth slows, Fnac's business strategy should
enable it to preserve healthy profitability despite more muted
growth. We consider remote-working-related purchases will
decelerate as more households have become sufficiently equipped and
as we move toward an end to related restrictions. This is likely to
pressure earnings in the next 12-24 months. Nevertheless, Fnac's
"Everyday" strategy targets growing and profitable segments of the
market, in particular its service offerings (repair, aftersales
services, subscription-based model), which in our view are set to
grow over time. To cater to the growing environmental consciousness
of the customer base, Fnac is calibrating its offer to provide
high-quality, durable products and repair services. Notwithstanding
the nascent market for durable products, it is our view that this
will be the next driver of revenue growth. The subscription-based
after-sales assistance services of Fnac, under the membership
program Darty Max, capitalizes on its existing knowhow and
technical capabilities to offer year-long customer assistance,
building on Darty's already strong customer service reputation. By
end-2021, Darty Max had secured approximately 500,000 subscribers,
on its way to the at least 2 million targeted subscribers by 2025.
In the next three years, we identify gradual consumer
premiumization and a back-ended benefit accretion from Darty Max
will be the principal drivers of profitability. We anticipate
inflation pressure will shave off margin in 2022 but will gradually
subside from 2023. However, we expect online competition will
remain and cap S&P Global Ratings EBITDA margin at 7.7%-7.9% by
2025. Although these are conservative assumptions, our forecasts
indicate that Fnac is in the position to meet its targeted FOCF
pre-IFRS 16 (after lease payments) of EUR500 million over 2021-2023
and at least EUR240 million per year from 2025. We also highlight
that increased shareholder remuneration is possible considering the
strong cash flow."

Fnac's management has proven its ability to adapt to a fast-moving
market landscape while it has also strengthened its balance sheet
to mitigate risks arising from the volatility and the seasonality
of the industry. Beyond the ability to capture new forms of
consumption during the pandemic, the group also managed well its
working capital swings during the crisis, maintained tight control
over costs, contained the impact on earnings of an unprecedented
volatile context, and managed very proactively its liquidity
profile. S&P said, "In an environment still characterized by high
uncertainty and inflationary pressures; and considering Fnac's
extremely competitive markets of operations, we believe this
adaption capacity is key in preserving earnings. We understand the
group is pursuing efforts to manage the inherent seasonality in
earnings by targeting to reduce intrayear working capital and net
debt swings, which implies a further reduction of net financial
debt by year-end. Although we believe shareholder remuneration
could pick-up from current levels, with a share buyback program
re-instated at some point, we do not anticipate any changes to
Fnac's prudent financial policy."

S&P said, "That said, there is a risk of underperformance to our
base case, considering a continuing challenging competitive
landscape and inflationary pressure that may affect consumer
demand. Our estimates already bake in partial absorption of
inflation, leading to margin erosion in 2022. However, while Fnac
complements its business profile with additional segments to
capture additional growth, its main markets of operations are
mature, with finite growth prospects. The group's limited
international diversification constrains future growth
opportunities. Hence, the combination of inflationary pressures
weighing on discretionary product demand and of a continuing
competitive market landscape, may exert further pressure on the
group's margin. However, we think that Fnac's positioning in the
premium segment plays in its favor since its end customers are
relatively less sensitive to price increases. Lastly, Fnac remains
highly dependent on the key trading periods, in particular Black
Friday and the Christmas season, which exposes it to a rapid
underperformance against our base case, if trading levels are not
as expected during the second half of the year, when it generates
around 65% of full year EBITDA.

"The stable outlook reflects our expectation that, despite the
remaining pandemic-related uncertainties and the looming
inflationary environment, Fnac could weather these headwinds and
continue its robust performance on the back of its strong operating
execution and demand for premium consumer electronics and household
appliances. Together with its low year-end financial net debt and
proactive liquidity management, this should enable the group to
maintain S&P Global Ratings adjusted debt to EBITDA comfortably
below 2x and FFO to debt above 35% over the next 24 months."

S&P could lower the rating on Fnac over the next 12-18 months if
the group's operating performance and earnings were to weaken,
translating into:

-- Reported FOCF after leases and dividends falling below EUR100
million;

-- Adjusted debt to EBITDA exceeding 2.0x;

-- Adjusted FFO to debt declining below 35%; or

-- EBITDAR coverage ratio falling short of S&P's expectation of an
improvement to reach 2.5x by 2023.

This could stem from higher-than-expected margin erosion amid
fierce price competition in its end markets, material disruption to
its supply network, or if Fnac substantially falls short of
realizing profit accretion from its current strategy. A downgrade
could also arise from a more aggressive financial policy than S&P
anticipates, resulting in an erosion of the group's large cash
cushion and credit metrics.

S&P said, "Although unlikely over the near term, we could consider
an upgrade if Fnac meaningfully increased its service offerings and
other product initiatives that provide more stable revenue or
expanded its international operations. This would support lower
volatility of the group's long-term earnings growth trajectory,
profitability rising to align with that of peers sustainably, and
cash generation balancing more evenly between quarters. This could
mitigate the risks we associate with the group's highly
discretionary addressable markets, featuring intense and rising
competition and inherently low margins. In addition, we would
expect the group to maintain a conservative financial policy with
consistently robust credit metrics for a potential upgrade, in
particular a substantial improvement of the EBITDAR ratio."

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

S&P said, "Environmental considerations remain neutral in our
credit risk assessment on Fnac. Nevertheless, we acknowledge that
the company is pursuing a strategy that aims to address the
increasing consciousness around sustainability of its customer base
by providing them with durable products and repair service options,
which could be net cash flow accretive over the long term.

"Social risks are neutral in our credit assessment on the company.
COVID-related risks have become more muted with the containment of
the pandemic and the alleviation of mobility restrictions. We also
note that while the pandemic initially hit cash flows, it has
triggered a shift in consumer lifestyle (working from home) and
consumption behavior (online shopping), which stimulated growth for
the company."

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

-- Health and safety




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G E R M A N Y
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BAYER AG: Moody's Assigns 'Ba1' Rating to New Hybrid Notes
----------------------------------------------------------
Moody's Investors Service has assigned a Ba1 long-term rating to
the new hybrid notes (the "hybrids") to be issued by Bayer AG. The
rating outlook is negative.

RATINGS RATIONALE

The instrument rating of Ba1 is two notches below Bayer's Baa2
senior unsecured rating. This reflects the deeply subordinated
ranking of the new hybrid notes securities in relation to the
existing senior unsecured obligations of Bayer or those issued by
its subsidiaries and guaranteed by Bayer. The new hybrid notes
securities will be senior to common shares.

The proposed hybrid notes will have a maturity of 60 years, have no
events of default and Bayer may opt to defer coupon payments on a
cumulative basis. The hybrids are deeply subordinated obligation
and will qualify for the "basket C" and a 50% equity treatment of
the borrowing for the calculation of the credit ratios by Moody's
(please refer to Moody's Cross-Sector Rating Methodology 'Hybrid
Equity Credit' published in September 2018 for further details).

The Ba1 rating assigned to the new hybrid notes is in line with the
Ba1 rating of Bayer's existing hybrid notes due 2074, 2075 and 2079
that were issued in 2014, 2015 and 2019 (and also benefit from
"basket C" and a 50% equity treatment). Bayer at the same time is
publicly tendering its EUR1.3 billion hybrid notes due 2075 that
have a first option to be redeemed early at par in October 2022.

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

As the Hybrid notes rating is positioned relative to another rating
of Bayer, either (i) a change in the senior unsecured rating of
Bayer, or (ii) a re-evaluation of its relative notching, could
impact the Hybrid rating.

Moody's could downgrade ratings if financial payouts from ongoing
litigation would be materially higher than what Bayer has currently
provided for and, as a result of higher payouts, if debt/EBITDA
were to remain above 4.0x and RCF/net debt below 15%.

The ratings could be upgraded if Moody's-adjusted debt/EBITDA falls
below 3.0x and RCF/net debt rises sustainably above 20%. For
ratings to be upgraded Moody's would also expect a meaningful
de-risking of legal risks, foremost with regards to ongoing
glyphosate litigation.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Chemical Industry
published in March 2019.

COMPANY PROFILE

Based in Leverkusen, Germany, Bayer AG (Bayer) is a diversified
group, with strong positions in crop protection, seeds and traits,
pharmaceuticals and consumer care. Excluding discontinued
operations, Bayer generated consolidated revenue of around EUR44.1
billion and EBITDA before special items of EUR11.2 billion in 2021,
equivalent to a margin of 25.4%. Bayer had a market capitalisation
of around EUR58 billion as of March 21, 2022.

BAYER AG: S&P Assigns 'BB+' LT Issue Rating to New Hybrid Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term issue rating to the
proposed junior subordinated notes (hybrid notes) to be issued by
Germany-based life sciences group Bayer AG (BBB/Stable/A-2). The
notes are split in two tranches (NC5.5 notes and NC8.5 notes) and
have a maturity of 60 years.

Bayer plans to use the cash proceeds to replace the EUR1.3 billion,
2.375% hybrid notes due 2075 and issued in April 2015, which have a
first call date on Oct. 3, 2022. S&P understands that the company
plans to launch a tender offer to redeem the outstanding notes,
with those not tendered to be redeemed at the first call date.

S&P said, "We also understand that Bayer intends to maintain the
same amount of hybrids (EUR4.55 billion currently) in its capital
structure. This accounts for about 10% of capitalization, below our
15% maximum criteria threshold. We will assign no equity content to
the share of existing EUR1.3 billion hybrid notes due 2075 that
will be tendered and redeemed. However, we will continue to assign
intermediate equity content on the tranches not affected by this
transaction: EUR1.5 billion, 3.75%, due 2074; EUR1.0 billion,
2.375%, due 2079; and EUR750 million, 3.125%, due 2079.

"We consider the proposed notes to have intermediate equity content
until their first reset date, because they meet our criteria in
terms of subordination, permanence, and deferability during this
period. To reflect our view of intermediate equity content, we will
treat 50% of the principal amount as equity rather than debt and
50% of the related payments as equivalent to common dividends
rather than interest."

S&P arrives at its 'BB+' issue rating on the proposed instruments
by notching down from our 'BBB' issuer credit rating on Bayer. The
two-notch difference reflects our notching methodology, which calls
for deducting:

-- One notch for subordination because our long-term issuer credit
rating on Bayer is investment grade (higher than 'BB+'); and

-- An additional notch for payment flexibility, to reflect that
the deferral of interest is optional.

S&P said, "The notching to rate the proposed securities reflects
our view that there is a relatively low likelihood that the issuer
will defer interest. Should our view change, we may increase the
number of downward notches that we apply to the issue rating.

Key factors in S&P's assessment of the instruments' permanence

Bayer can redeem the instruments for cash at any time 90 days
before the first interest reset dates (set at September 2027 for
tranche NC5.5 and September 2030 for tranche NC8.5), on the first
interest reset dates, and at every coupon payment date thereafter.
We understand that Bayer intends to replace the instruments in case
of such a redemption, although it is not obliged to. In our view,
this statement of intent and the group's track record mitigates the
likelihood that it will repurchase the instruments without
replacement.

This intention is also expressed in respect of the issuer's ability
to repurchase the instruments on the open market. Although the
proposed instruments are long dated (minimum 60 years' maturity),
Bayer can call them at any time: for loss of tax deductibility; a
requirement to gross-up for withholding tax; loss of rating agency
equity credit; or when less than 25% of the principal amount is
outstanding.

The interest to be paid on the proposed instruments will increase
by 25 basis points (bps) not earlier than the 10th anniversary of
the issuance date and by a further 75 bps 20 years after the first
reset date. S&P considers the cumulative 100 bps interest increase
to be a material step-up, providing Bayer with an incentive to
redeem the instruments at the latest in 25.5 years for tranche
NC5.5 and at the latest in 28.5 years for tranche NC8.5.

Consequently, S&P will no longer recognize the instruments as
having intermediate equity content after their first reset date:
September 2027 for tranche NC5.5 and September 2030 for tranche
NC8.5. This is because the remaining period until economic maturity
would, by then, be less than 20 years.

Key factors in S&P's assessment of the instruments' subordination

The proposed notes and coupons are direct, unsecured, and
subordinated obligations of Bayer. They rank senior only to common
shares, pari passu with all other outstanding hybrid notes, and
junior to all other debt instruments.

Key factors in S&P's assessment of the instruments' deferability

-- In S&P's view, Bayer's option to defer payment on the proposed
notes is discretionary. This means that the issuer may elect not to
pay accrued interest on an interest payment date because it has no
obligation to do so.

-- However, Bayer will have to settle in cash any outstanding
deferred interest payment if the company declares or pays an equity
dividend or interest on equally ranking securities, and if it
redeems or repurchases shares or equally ranking securities.

-- S&P sees this as a negative factor, but it remains acceptable
under its methodology because once Bayer has settled the deferred
amount, it can still choose to defer on the next interest payment
date. The issuer also retains the option to defer coupons
throughout the instruments' life.




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I R E L A N D
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CVC CORDATUS XXIII: Moody's Assigns (P)B3 Rating to Class F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by CVC Cordatus
Loan Fund XXIII Designated Activity Company (the "Issuer"):

EUR2,500,000 Class X Senior Secured Floating Rate Notes due 2036,
Assigned (P)Aaa (sf)

EUR285,000,000 Class A-1 Senior Secured Floating Rate Notes due
2036, Assigned (P)Aaa (sf)

EUR25,000,000 Class A-2 Senior Secured Floating Rate Notes due
2036, Assigned (P)Aaa (sf)

EUR39,500,000 Class B-1 Senior Secured Floating Rate Notes due
2036, Assigned (P)Aa2 (sf)

EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2036,
Assigned (P)Aa2 (sf)

EUR27,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2036, Assigned (P)A2 (sf)

EUR35,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2036, Assigned (P)Baa3 (sf)

EUR26,800,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2036, Assigned (P)Ba3 (sf)

EUR15,200,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2036, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

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

CVC Credit Partners Investment Management Limited will manage the
CLO. It will direct the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
4.5-year reinvestment period. Thereafter, subject to certain
restrictions, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk obligations or credit improved obligations.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-1 Notes and
Class A-2 Notes. The Class X Notes amortise by 12.5% or EUR312,500
over the eight payment dates starting on the second payment date.

In addition to the nine classes of Notes rated by Moody's, the
Issuer will issue EUR35,100,000 Subordinated Notes due 2036 which
are not rated.

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR500,000,000.00

Diversity Score: 52

Weighted Average Rating Factor (WARF): 3060

Weighted Average Spread (WAS): 3.88%

Weighted Average Coupon (WAC): 4.5%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 7.5 years

PALMER SQUARE 2022-2: Fitch Gives BB+(EXP) Rating to Class E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Palmer Square European Loan Funding
2022-2 DAC's notes expected ratings.

DEBT                            RATING
----                            ------
Palmer Square European Loan Funding 2022-2 DAC

A                    LT AAA(EXP)sf   Expected Rating
B                    LT AA(EXP)sf    Expected Rating
C                    LT A+(EXP)sf    Expected Rating
D                    LT BBB+(EXP)sf  Expected Rating
E                    LT BB+(EXP)sf   Expected Rating
Subordinated Notes   LT NR(EXP)sf    Expected Rating

TRANSACTION SUMMARY

Palmer Square European Loan Funding 2022-2 DAC is an arbitrage cash
flow collateralised loan obligation (CLO) that is being serviced by
Palmer Square Europe Capital Management LLC. Net proceeds from the
issuance of the notes are used to purchase a static pool of
primarily secured senior loans and bonds, with a target par of
EUR400million.

KEY RATING DRIVERS

'B' Portfolio Credit Quality (Neutral): Fitch places the average
credit quality of obligors in the 'B+'/'B' category. The Fitch
weighted average rating factor (WARF) of the current portfolio is
22.13.

High Recovery Expectations (Positive): Senior secured obligations
make up close to 100% of the portfolio. Fitch views the recovery
prospects for these assets as more favourable than for second-lien,
unsecured and mezzanine assets. The Fitch weighted average recovery
rate (WARR) of the current portfolio is 66.18%.

Diversified Portfolio Composition (Positive): The largest three
industries comprise 35.65% of the portfolio balance, the top 10
obligors represent just over 10% of the portfolio balance and the
largest obligor represents just over 1% of the portfolio.

Static Portfolio (Positive): The transaction does not have a
reinvestment period and discretionary sales are not permitted.
Fitch's analysis is based on the current portfolio and stressed by
applying a one-notch reduction to all obligors with a Negative
Outlook (floored at 'CCC'), which is 8.75% of the indicative
portfolio. After the adjustment for Negative Outlooks, the
portfolio's WARF would be 22.79.

RATING SENSITIVITIES

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

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

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

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

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

-- Except for the tranches rated at the highest 'AAAsf', upgrades
    may occur in case of better-than- expected portfolio credit
    quality and deal performance, and continued amortisation that
    leads to higher 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

PSELF 2022-2 DAC (Static CLO)

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

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

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

ST PAUL'S IX: Fitch Gives Final B- Rating to Class F-R Notes
------------------------------------------------------------
Fitch Ratings has assigned final ratings for St. Paul's CLO IX
DAC's refinancing notes.

      DEBT                   ouRATING
      ----                  ------
St. Paul's CLO IX DAC

A-1-R XS2443906172   LT AAAsf   New Rating
A-2-R XS2443906503   LT AAAsf   New Rating
B-R XS2443906255     LT AAsf    New Rating
C-R XS2443906768     LT Asf     New Rating
D-R XS2443906925     LT BBB-sf  New Rating
E-R XS2443907147     LT BB-sf   New Rating
F-R XS2443907493     LT B-sf    New Rating
Z XS2443907733       LT NRsf    New Rating

TRANSACTION SUMMARY

St. Paul's CLO IX DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of corporate rescue
loans, senior unsecured, mezzanine, second-lien loans and
high-yield bonds. Net proceeds from the note issuance have been
used to redeem the outstanding rated notes and to fund a portfolio
with a target size of EUR400 million. The portfolio manager is
Intermediate Capital Managers Limited. The collateralised loan
obligation (CLO) envisages a 4.6-year reinvestment period and an
8.6-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch Ratings assesses
the average credit quality of obligors to be in the 'B'/'B-'
category. The Fitch weighted average rating factor (WARF) of the
identified portfolio is 25.1.

Strong Recovery Expectation (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 63.2%.

Diversified Portfolio (Positive): The transaction includes four
Fitch matrices, two of which were effective at closing. These
correspond to a top 10 obligor concentration limit at 23%, two
fixed-rate asset limits of 15% and 7.5%, respectively, and an
8.6-year WAL. The other two can be selected by the manager at any
time starting from one year after closing as long as the portfolio
balance (including defaulted obligations at their Fitch collateral
value) is above target par and corresponds to a top 10 obligor
concentration limit at 23%, two fixed-rate asset limits of 15% and
7.5%, and a 7.6-year WAL.

The transaction also includes various concentration limits,
including a maximum exposure to the three largest Fitch-defined
industries in the portfolio at 42.5%. These covenants ensure that
the asset portfolio will not be exposed to excessive
concentration.

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

Cash-Flow Modelling (Positive): The WAL used for the transaction
stress portfolio and matrices analysis is 12 months less than the
WAL covenant to account for structural and reinvestment conditions
after the reinvestment period, including the satisfaction of the
coverage tests and Fitch's 'CCC' limit, together with a linearly
decreasing WAL covenant. In the agency's opinion, these conditions
reduce 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 downgrades of up to five notches
    across the structure.

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

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

-- A 25% reduction of the mean RDR across all ratings and a 25%
    increase in the RRR across all ratings would result in
    upgrades of no more than five notches across the structure,
    apart from the class A-1-R and A-2-R notes, which are already
    at the highest rating on Fitch's scale and therefore 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

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

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

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

ST. PAUL'S IX: S&P Assigns B- (sf) Rating to Class F Notes
----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to St. Paul's CLO IX
DAC's class A-1, A-2, B, C, D, E, and F notes. At closing, the
issuer also had EUR37.00 million of unrated subordinated notes
outstanding from the existing transaction.

Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately four and half years
after closing.

Under the transaction documents, the manager may purchase loss
mitigation obligations in connection with the default of an
existing asset with the aim of enhancing the global recovery on
that obligor. The manager may also exchange defaulted obligations
for other defaulted obligations from a different obligor with a
better likelihood of recovery.

S&P said, "We have performed our analysis on the expected effective
date portfolio provided to us by the manager. We consider that the
effective date portfolio will be well-diversified, primarily
comprising broadly syndicated speculative-grade senior secured term
loans. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs."

  Portfolio Benchmarks

  S&P Global Ratings weighted-average rating factor      2,826.79
  Default rate dispersion                                  604.54
  Weighted-average life (years)                              4.69
  Obligor diversity measure                                118.43
  Industry diversity measure                                22.49
  Regional diversity measure                                 1.25
  Weighted-average rating                                       B
  'CCC' category rated assets (%)                            4.25
  'AAA' weighted-average recovery rate                      35.50
  Floating-rate assets (%)                                  86.39
  Weighted-average spread (net of floors; %)                 3.84

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, a weighted-average spread of 3.84%, the
reference weighted-average coupon covenant 4.50%, and the
weighted-average recovery rates as indicated by the portfolio
manager. 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 indicates that the available
credit enhancement for the class B, C, and D notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, the CLO benefits from a reinvestment period
until Oct. 20, 2026, during which the transaction's credit risk
profile could deteriorate, subject to CDO monitor results. We have
therefore capped our ratings assigned to the notes.

"Our credit and cash flow analysis show that the class F notes
present a break-even default rate-scenario default rate (BDR-SDR)
cushion that we would typically consider to be in line with a lower
rating than 'B- (sf)'. In line with our 'CCC' rating criteria, we
have assessed (i) whether the tranche is vulnerable to nonpayments
in the near future, (ii) if there is a one-in-two chance for this
note to default, and (iii) if we envision this tranche to default
in the next 12-18 months." Following the application of S&P's 'CCC'
rating criteria and the consideration of the factors below, it has
assigned a 'B- (sf)' rating to the class F notes:

-- The class F notes benefit from credit enhancement of 6.50%,
which is in the same range as other recently issued European CLOs
that S&P has rated.

-- The portfolio's average credit quality is similar to other
recent European CLOs that S&P has rated.

-- S&P's model generated a BDR at the 'B-' rating level of 24.35%,
which exceeds an expected default rate of 14.54% if it considers a
historical long-term default rate of 3.1% and a weighted-average
life of 4.69 years.

-- The actual portfolio is generating higher spreads and
recoveries than what S&P has modeled in its cash flow analysis.

Citibank N.A., London Branch is the bank account provider and
custodian. At closing, S&P considers that the account bank and
custodian's documented replacement provisions are in line with its
counterparty criteria for liabilities rated up to 'AAA'.

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 ratings.

"We consider the issuer to be bankruptcy remote, in accordance with
our legal criteria.

"The CLO is managed by Intermediate Capital Managers Ltd. Under our
"Global Framework For Assessing Operational Risk In Structured
Finance Transactions," published on Oct. 9, 2014, the maximum
potential rating on the liabilities is 'AAA'.

"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-1 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."

Environmental, social, and governance (ESG) factors

S&P said, "We regard 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
(non-exhaustive list): manufacture or marketing of anti-personnel
mines, cluster weapons, depleted uranium, nuclear weapons, white
phosphorus, biological, chemical weapons, civilian firearms,
products that contain tobacco, thermal coal, unconventional oil and
gas extraction, payday lending, manufacture or trade in
pornographic materials, and trade of illegal drugs or narcotics.
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 our rating analysis to account for any ESG-related risks or
opportunities."

  Ratings List

  CLASS    RATING      AMOUNT    INTEREST RATE     SUB (%)
                     (MIL. EUR)
  A-1      AAA (sf)    215.00     3mE + 0.94%      38.00

  A-2      AAA (sf)     33.00     3mE + 1.32%*     38.00

  B        AA (sf)      41.00     3mE + 1.80%      27.75

  C        A (sf)       24.00     3mE + 3.00%      21.75

  D        BBB- (sf)    29.00     3mE + 4.00%      14.50

  E        BB- (sf)     19.20     3mE + 7.15%       9.70

  F        B- (sf)      12.80     3mE + 9.93%       6.50

  Sub notes    NR       38.00     N/A                N/A

*EURIBOR capped at 2.50%.
EURIBOR--Euro Interbank Offered Rate.
3mE—Three-month EURIBOR.
NR--Not rated.
N/A--Not applicable.




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

COMPACT BIDCO: S&P Alters Outlook to Negative, Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on concrete product producer
Consolis (Compact Bidco B.V.) to negative from stable and affirmed
its 'B-' issuer and issue credit ratings.

The negative outlook stems from the risk that Consolis' performance
and credit metrics might deteriorate further if raw material and
energy prices remain high and the company is unable to pass cost
increases to customers in a timely manner, leading to continued
negative cash flow, decreasing profitability, and erosion of credit
metrics.

Consolis reported weaker-than-expected results in 2021, with lower
profitability and negative cash flow. As of year-end 2021, the
company reported a S&P Global Ratings-adjusted EBITDA margin of
about 6.9%, down from 8.1% the previous year, following lower
profitability in all segments except emerging markets. This was
mostly due to the increase in energy and raw material prices,
particularly steel and cement. Cash flow from continued operations
remained positive in 2021, but we note a significant decrease of
about 74% compared with the previous year. The disposal of the
Civil Works France business further contributed to the group's cash
flow decline and Consolis reported overall negative cash flow of
about EUR25 million as of year-end 2021. This is materially lower
than our projection of modestly positive free operating cash flow
(FOCF) in 2021 and 2022. As a consequence, S&P's adjusted debt to
EBITDA metric for Consolis stood at about 7.0x versus its previous
forecast of about 6.5x.

S&P said, "We expect revenue growth to continue in 2022, but
pressure on profitability to remain. Following sales growth of
about 6.7% in 2021 compared with 2020, we expect Consolis will
continue to report solid revenue growth of 7%-8% in 2022, supported
by higher selling prices announced in 2021 and resilient order
intake. Although we have reduced our expectations for GDP growth in
Europe, in our current base case, we still forecast eurozone GDP
growth of about 3.2% in 2022 and 2.4% in 2023. This trend should
help the company pass through costs and support volumes growth.
Nevertheless, we expect that Consolis will not manage to improve
its profitability compared to 2021, with the EBITDA margin
remaining at about 7%, due to the continuous increase in energy and
raw material prices. Consolis has a time gap between order intake
and conversion of orders to sales of typically six to nine months.
As such, although the company is proactively mitigating the jump in
raw material prices through higher selling prices, we believe that
profitability will remain depressed by the significant delay in
passing on costs, which we view as a key risk.

"We forecast that FOCF will remain negative in 2022, before
gradually improving from 2023. Consolis' cash position at year-end
2021 has reduced by about EUR30 million due to negative cash flow
generation. In 2022, continued margin pressure, combined with
several one-off cash outflows, leads us to expect the company will
report negative FOCF for a second consecutive year. On top of
restructuring costs related to consultancy fees, and efficiency
improvement initiatives, Consolis will face an additional cash
outflow of about EUR37.4 million related to the disposal of the
Civil Works France business in 2022, only partly offset by
disposals of real estate and other assets equivalent to about
two-thirds of the gross cash outflow. From 2023, we expect FOCF
will turn positive, and that the company will manage to
progressively reduce drawings on its revolving credit facility
(RCF).

"We believe that Consolis does not face any short-term liquidity
risk in 2022 or 2023. According to our base case, Consolis will
maintain an adequate liquidity buffer in 2022. We don't expect the
company to face any short-term refinancing risk, given that it
refinanced its capital structure in 2021. Although we believe that
the EUR75 million super senior RCF provides headroom to finance
operating needs, we expect that the company will rely on most of
the RCF facility in 2022. If macroeconomic conditions were to
deteriorate, leading to worse-than-expected operating performance
and cash flow generation, we believe the company might rely on
additional lines to finance its working capital needs. Prolonged
negative FOCF would pressure credit metrics, since the company's
ability to deleverage would be impaired."

S&P Global Ratings acknowledges a high degree of uncertainty about
the extent, outcome, and consequences of the military conflict
between Russia and Ukraine.

Irrespective of the duration of military hostilities, sanctions and
related political risks are likely to remain in place for some
time. Potential effects could include dislocated commodities
markets--notably for oil and gas--supply chain disruptions,
inflationary pressures, weaker growth, and capital market
volatility. As the situation evolves, S&P will update its
assumptions and estimates accordingly.

S&P said, "The negative outlook reflects our expectation that
Consolis will continue to report negative FOCF in 2022, following a
shortfall of about EUR50 million in 2021. At the same time, we note
that the company does not face any near-term liquidity and
refinancing risks.

"We could lower the ratings if the company's underperformance is
more pronounced than in our base-case scenario, leading S&P Global
Ratings-adjusted debt to EBITDA to be weaker than in our base
case." This could happen if:

-- The cash flow deficit in 2022 is worse than expected or
Consolis reports negative cash flow also in 2023;

-- Deteriorating economic conditions in Europe lead to a
recession, resulting in weakening demand for Consolis' products and
greater difficulty in passing through cost increases; or

-- Operational setbacks in the main projects lead to
worse-than-expected operating performance.

S&P could revise the outlook to stable if:

-- FOCF turns positive quicker than in our base-case scenario,
which would likely happen if revenue and EBITDA increased on the
back of resilient demand and the company demonstrated its ability
to protect margins by passing on cost inflation; and

-- S&P Global Ratings-adjusted debt to EBITDA improves to below
6.5x.

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




===========
N O R W A Y
===========

SECTOR ALARM: S&P Alters Outlook to Negative, Affirms 'B+' Ratings
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Norway-Based Sector Alarm
Holding AS to negative from stable and affirmed its 'B+' ratings on
the company, its term loan B (TLB) and revolving credit facility
(RCF).

The negative outlook reflects the potential for a downgrade if the
company's expansion strategy and the elevated CPA resulted in
leverage remaining above 5.5x, FFO to debt below 12%, or materially
negative FOCF in 2023.

Sector Alarm's operations were resilient in 2021 but CPA for new
customers was higher than anticipated.

Despite the continued COVID-19-related challenges in 2021, mainly
in Northern Europe, Sector Alarm's revenue increased 6% last year
(8% on a constant currency basis) supported by price and customer
base increases. New installations were up by 20% while the
attrition rate stayed low at around 6%. On the other hand, the cost
per customer acquisition increased by 7%, on a like-for-like basis,
due to increased investments--mainly in Southern Europe--for
expansion, and pandemic-related disruptions in Northern Europe. The
higher acquisition costs, only partly offset by cost efficiencies,
led to a 5% adjusted EBITDA decline in 2021 and an increase in
leverage to 5.6x from 5.3x in 2020; this compares with our forecast
of 5.4x for 2021 and our maximum 5.5x threshold for the current
rating.

S&P said, "We believe the CPA will remain elevated in 2022-2023,
resulting in weaker credit metrics than previously anticipated.We
anticipate that Sector Alarm will add about 95,000-120,000 new
customers per year in 2022-2023, resulting in annual revenue growth
of 10%-13%. However, this will lead to an annual EBITDA decline of
Norwegian krone (NOK) 900 million-NOK950 million. This will weigh
on the strong portfolio EBITDA from existing customers of NOK1.8
billion–NOK2.1 billion and portfolio EBITDA margin of 62%-63%,
which is supported by the company's well-established position in
its key markets, Norway, Sweden, and Ireland. Taking into account
both existing and new customers, we forecast a reported EBITDA
margin decline to 29%-31% in 2022 from 37% in 2021, an increase in
adjusted leverage to 6.4x-6.6x, and FFO to debt of 10%-11%. For
2023, we expect the company's CPA in Southern Europe to slow down,
thereby helping improve the EBITDA margin to 31%-33%, adjusted
leverage to reduce toward 5.5x, and FFO to debt to strengthen to
above 12%.

"Although Sector Alarm's credit ratios will be temporarily outside
our threshold for the rating in 2022, we believe investments as
part of its expansion strategy will support the company's future
market positioning.The expansion will mainly be in Southern Europe,
providing scale to continue investing. In our view, scale is
critical in the alarm-monitoring industry to absorb the cost of
adding and replacing customers lost through attrition. This is
because the substantial cost involved in acquiring new customers
reduces earnings and cash flows from existing customers, which are
typically stable. Moreover, Sector Alarm's nearly 6% attrition rate
is considerably lower than the 10%-15% of its U.S. peers, explained
by the lower mobility of households in Europe versus the U.S., and
the company's integrated business model. Notably, Sector Alarm has
more interaction with customers than rated peers in the U.S., where
alarm companies are mainly focused on monitoring and often
outsource parts of the value chain. We also expect the company's
financial policy will focus on reinvesting cash flow into the
business, with no dividends, and deleveraging toward 5.5x on an S&P
Global Ratings-adjusted basis in 2023."

Sector Alarm acquired a company in Portugal, further supporting its
target to expand into new, underpenetrated European countries.
Sector Alarm has demonstrated its ability to enter and expand in
existing and new European markets. Given the low industry
penetration in Europe (less than 12% of Sector Alarm's addressable
market) compared with the U.S. (33%), this is likely to fuel strong
growth. In well-established markets such as Norway, Sweden, and
Ireland, penetration is estimated at 8%-14%. Since 2016, Sector
Alarm has also entered new markets (Finland, France, Spain, and
Italy, and recently Portugal), which currently represent about 10%
of revenue. These countries also have lower penetration levels
(3%-5%) and therefore higher growth prospects. S&P expects net
customer growth to be about 8%-10% in 2022, supported by the
inclusion of Portugal, continued expansion in Spain, France, and
Italy, and further growth in Northern Europe.

The negative outlook reflects the potential for a downgrade if the
company's expansion strategy and the elevated CPA result in
leverage remaining well above 5.5x, FFO to debt below 12%, or
materially negative FOCF in 2023.

S&P could lower the rating if Sector Alarm's credit metrics in 2022
were weaker than its projections of 6.4x-6.6x, FFO to debt at
10%-11%, and FOCF after leases at negative NOK100 million-NOK200
million. This is because such metrics would most likely result in
adjusted debt to EBITDA remaining well above 5.5x in 2023, FFO to
debt below 12%, or materially negative FOCF after leases. This
could result from:

-- Higher than forecast CPA, leading to a decline in EBITDA and
FOCF.

-- Lower than anticipated growth, while company continues
investing heavily in expansion.

S&P said, "We could also lower the rating if the company adopts a
more aggressive financial policy, including a combination of
debt-financed dividends or large acquisitions.

"We could revise the outlook to stable if adjusted debt to EBITDA
declines toward 5.5x and FFO to debt increases beyond 12%, which we
do not anticipate until 2023. The outlook revision would need to be
supported by double-digit revenue growth and a successful expansion
strategy offsetting weak FOCF."

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




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

RCB BANK: Expected to Announce Closure of Retail Business
---------------------------------------------------------
Eleni Varvitsioti, Owen Walker, Cynthia O'Murchu and Martin Arnold
at The Financial Times report that Cypriot lender RCB Bank is
planning to close its retail business, making it the first bank to
return money to depositors in response to Russia's invasion of
Ukraine, according to four people with knowledge of the internal
discussions.

The bank, which was founded in 1995 as a subsidiary of Russian
state-owned VTB Bank, has long been a favoured lender for the large
Russian expat community living in Cyprus.

According to the FT, formerly called Russian Commercial Bank, it is
effectively winding itself up before customers' concern over the
war in Ukraine leads to it suffering the same fate as the
Austrian-based subsidiary of Russia's Sberbank, which was placed
into administration this month after being hit by a run on its
deposits.

Banks with Russian clients have been particularly badly hit by
western sanctions that limit the size of new deposits Russian
nationals can make, the FT notes.

RCB, the FT says, is expected to announce as early as this morning
that it plans to close its retail operation, according to people
familiar with its plans.  The bank had EUR2.8 billion of customer
deposits at the end of 2020, of which EUR769 million were retail
deposits, the FT discloses.

On March 22, RCB announced it had reached an agreement with fellow
Cypriot lender Hellenic Bank to sell a EUR556 million performing
loan portfolio for more than EUR500 million, the FT relates.  The
bank, as cited by the FT, said the transaction would allow it to
have enough liquidity to cover all its liabilities and meet "its
obligations towards all of its customers in full".

Customers will receive their deposits in full or be able to
transfer their accounts to rival banks, the FT relays, citing
people familiar with the plans.

After it repays its retail depositors, it intends to give up its
banking license and wind down its corporate loan book, the people
added, the FT notes.

The bank declined to comment on its plans for its retail business.

Banks with close links to Russia have been hit hardest by the
west's sanctions regime targeting the country's financial sector in
response to Moscow's invasion of Ukraine last month, according to
the FT.


[*] RUSSIA: Shopping Malls Face Bankruptcy Risk This Year
---------------------------------------------------------
According to European Supermarket Magazine, a report form Forbes
Russia has found that Russian shopping malls are facing a drop in
rental income of around 30% to 50% this year due to international
brands shuttering their operations, leaving many facing
bankruptcy.

According to ESM, Forbes said Marks & Spencer, H&M, Nike, Mango,
ASOS and Farfetch are among the international brands that have
ceased operations in Russia due to the conflict in Ukraine, with
CBRE analysts estimating that the share of closed stores stands at
15% by brand and 20% by area.

Fellow commercial property firm Knight Frank estimates the figure
to be between 20% and 25% of total mall space, while in some malls,
as much as 60% of trading has been suspended, ESM discloses.

The issue is compounded by the fact that traffic to malls had still
not reached pre-pandemic levels, with a CBRE spokesperson saying
that traffic is "slightly higher" than in 2021, but still lags 2019
by between 15% and 20%, ESM notes.

Traffic is estimated to drop again as a result of store closures --
by 10% to 15% in the short term, according to IPG.Estate, and by as
much as 25% by the end of the year, ESM states.

"The revenue of landlords will definitely decrease by 30% to 50%,
depending on the composition of the tenants," Cushman & Wakefield's
Olga Antonova told Forbes.

Forbes said increased interest rates on bank loans are likely to
push mall owners close to bankruptcy, ESM relates.

According to ESM, the Russian Council of Shopping Centres (RSTC),
which represents the industry, has written to authorities
requesting a "credit holiday" given the current situation.




===========
S E R B I A
===========

FABRIKA ULJA: Storage Solutions Acquires Assets for RSD166.8MM
--------------------------------------------------------------
Branislav Urosevic at SeeNews reports that Serbia's Deposit
Insurance Agency said it sold the assets of bankrupt edible oil
maker Fabrika Ulja Krusevac for RSD166.8 million (US$1.57
million/EUR1.43 million euro) -- the starting price it had set in
the auction.

According to SeeNews, the agency said in a statement on March 21
the assets include land zoned for construction projects in Serbia's
southern city of Krusevac, as well as manufacturing facilities.

The buyer is real estate management company Storage Solutions,
based in Belgrade, SeeNews discloses.

In December, the agency tried to sell the same assets for RSD278
million but failed, SeeNews relates.

Fabrika Ulja Krusevac was declared bankrupt in 2015, SeeNews
recounts.




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

IM BCC 4: S&P Assigns 'CCC- (sf)' Rating to Class B Notes
---------------------------------------------------------
S&P Global Ratings assigned its credit ratings to IM BCC Cajamar
PYME 4, Fondo de Titulizacion's class A and B notes.

The transaction is a securitization of a pool of performing secured
and unsecured loans granted to Spanish small and midsize (SME)
companies according to the European Commission's definition.

The main features of the transaction are:

-- The portfolio is very well diversified with more than 20,000
loans granted to Spanish SME borrowers.

-- The transaction is structured with a combined waterfall for
both principal and interest payments.

-- Cajamar Caja Rural, Sociedad Cooperativa de Credito is an
established lender in the Spanish market.

-- The transaction includes a cash reserve, funded on the closing
date, which provides liquidity support to the notes throughout the
transaction's life. This reserve will eventually be also used to
redeem the notes.

-- S&P's ratings on the class A and B notes reflect our assessment
of the underlying asset pool's credit and cash flow
characteristics, as well as its analysis of the transaction's
exposure to legal, counterparty, and operational risks.

-- S&P's analysis indicates that the available credit enhancement
for the class A and B notes is sufficient to mitigate the notes'
exposure to credit and cash flow risks at the 'A+ (sf)' and 'CCC-'
(sf) ratings.

Rating Rationale

S&P's ratings reflect our assessment of the following factors:

Credit risk

The collateral is a static pool of secured and unsecured loans
granted to Spanish SMEs. S&P has analyzed credit risk by applying
its criteria for European CLOs backed by SMEs.

In line with S&P's European SME CLO criteria, it derived the
portfolio's 'AAA' scenario default rate (SDR) by adjusting its
average credit quality assessment to determine loan-level rating
inputs and by applying the 'AAA' targeted portfolio default rates.

S&P has considered the collateral portfolio's average credit
quality to have a 'b' rating, considering the following factors:

-- Country and originator, to reflect the country where the assets
were originated and S&P's assessment of the quality of the
originator's underwriting and origination processes;

-- The securitized portfolio's credit quality compared with the
originator's overall loan book, to make a portfolio selection bias
if the securitized pool's credit quality is worse than the overall
loan book. For this transaction, S&P has made one downward
adjustment for portfolio selection bias, reflecting that 7.62% of
the underlying pool has either no internal rating assigned or is
rated with a different originator internal rating scale; and

-- Further portfolio-specific characteristics of the underlying
pool, such as: (i) the pool's weighted-average seasoning, which at
2.36 years, is fairly low, if we consider that the weighted-average
term-to-maturity is more than seven years; and (ii) that 51.72% of
the securitized pool was originated in 2021, during the pandemic.
Therefore, the historical vintage data may not be a good fit, and
might be inadequate to explain the trajectory of these assets in
the long term.

Finally, based on the final average portfolio assessment resulting
from the above adjustments, S&P's calculated the SDRs for each
rating level using the 'AAA' target portfolio default rate (of
58.96%).

S&P said, "We then derived the 'B' SDR based on an analysis of the
originator-specific default data to reflect our forward-looking
estimate of expected defaults for a portfolio, given the current
economic trends.

"In addition to the above, we considered the current macroeconomic
environment, sectors in which these SMEs operate, annual turnover
of the SMEs that form part of the collateral portfolio, and other
similar characteristics of the SME pool when assessing the
portfolio's average credit quality and determining 'B' SDRs at
10%.

"In accordance with our rating framework, we interpolated the
remaining SDRs at each rating level between 'B' and 'AAA'."

Cash flow analysis

S&P said, "We tested the transaction's cash flows in a model that
simulated various rating stress scenarios. In our modeling
approach, we ran several different scenarios at each rating level,
combining different interest rate patterns with different default
patterns. We also applied an additional sensitivity analysis to
assess the effect of permitted variations and liquidity stresses
that could arise due to payment holidays on the rated notes.

"Our analysis indicates that the available credit enhancement (of
24.27%), including the reserve fund (sized at 3% of the class A and
B notes' initial balance) for the class A notes is sufficient to
withstand the credit and cash flow stresses that we apply at the
'A+' rating, so that the notes receive timely interest and ultimate
principal payments at maturity.

"The class B notes only benefit from soft credit enhancement
(available through excess spread generated on the asset portfolio
and the availability of the reserve fund once the class A notes
fully amortize). We have therefore assigned our 'CCC- (sf)' rating
to this class of notes. Furthermore, there is no compensation
mechanism that would accrue interest on deferred interest on the
class B notes, but we consider this feature to be common in the
Spanish market. As soon as the class B notes becomes the most
senior, interest payments will be timely, and any accrued interest
will be fully paid. Under these circumstances, when the class B
notes are the most senior notes outstanding, our rating will
address timely payment of interest and ultimate payment of
principal.

"Our rating on the class A notes also reflects our assessment under
the terms outlined in our structured finance sovereign risk
criteria, which allow us to rate a security above the long-term
rating on the sovereign."

Counterparty risk

S&P considers that the transaction's replacement mechanisms
adequately mitigate its exposure to counterparty risk, under its
counterparty criteria.

Operational and servicing risk

The originator and servicer is an established Spanish bank that has
a good knowledge of its operating regions and its client bases.
S&P's ratings on the notes reflect its assessment of the bank's
origination policies, as well as its evaluation of its ability to
fulfil its role as servicer under the transaction documents.

Legal risk

The issuer is bankruptcy remote in accordance with our legal
criteria.

Country risk

S&P said, "We have also applied our structured finance sovereign
risk criteria in our analysis of the class A notes. Our analysis
indicates that the class A notes can support a rating above the
unsolicited long-term sovereign rating on Spain (currently 'A').
For the class B notes, as the assigned rating is 'CCC- (sf)', we
did not apply our sovereign risk criteria."

Supplemental tests

S&P introduced new supplemental stress tests in its SME CLO
criteria to assess obligor and industry concentrations. S&P also
included an additional test for regional concentration because
European SME portfolios tend to be based in a single jurisdiction.
The credit enhancement available for all of the rated classes is
sufficient to meet these tests.

Monitoring and surveillance

S&P will maintain continual surveillance on the transaction until
the notes mature or are otherwise retired. To do this, S&P analyzes
regular servicer reports detailing the performance of the
underlying collateral, monitor supporting ratings, and make regular
contact with the servicer to ensure that minimum servicing
standards are being sustained and that any material changes in the
servicer's operations are communicated and assessed.

In particular, the key performance indicators S&P considers in its
surveillance are:

-- The level of arrears, defaults, and recoveries during the
transaction's life;

-- The variation of credit enhancement available to the notes;
and

-- The underlying portfolio's composition.

  Ratings List
  
  CLASS     RATING*     AMOUNT (MIL. EUR)
  A         A+ (sf)     702.00
  B         CCC- (sf)   198.00

*S&P's rating on the class A notes reflects timely payment of
interest and ultimate payment of principal on the legal final
maturity of the notes. Its rating on the class B notes reflects
ultimate payment of interest and principal.




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

ORIFLAME HOLDING: Moody's Lowers CFR to B2, Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service has downgraded to B2 from B1 the
Corporate Family Rating and to B2-PD from B1-PD the Probability of
Default Rating of Oriflame Holding Limited ("Oriflame"), a
Swiss-based producer and distributor of beauty and wellness
products. Concurrently, Moody's has downgraded to B2 from B1 the
rating of the senior secured notes due 2026 and issued by Oriflame
Investment Holding Plc, a fully owned subsidiary of Oriflame
Holding Limited. The outlook for both entities remains stable.

"The downgrade reflects the deteriorated operating environment in
Russia, where the company generates around 16% of consolidated
revenues, and the significant negative impact that the reduction of
the activities in the country will have on the company's operating
performance," says Lorenzo Re, a Moody's Vice President - Senior
Analyst and lead analyst for Oriflame.

RATINGS RATIONALE

The downgrade of Oriflame's rating to B2 from B1 reflects the
company's reliance on its operations in Russia and in the broader
CIS region, where it generated approximately 28% of its 2021
revenue (of which 16% in Russia and 2% in each of Ukraine and
Belarus) and 44% of its operating profit. The company's operations
in both Russia and Ukraine have been suspended, while the business
in the rest of the region is still working.

While the extent and duration of the disruption from the current
crisis is uncertain, Oriflame's operating performance will be
severely impaired because of the reduction of the business in
Russia and Ukraine and the disruption in the rest of the CIS
region. In addition, raw materials price inflation, as well as the
increase in energy and logistic costs will also add pressure on
operating performance. As a result, Moody's expects the company's
Moodys's adjusted EBITDA for 2022 to decline by over 50% to below
EUR100 million, leading to a material deterioration in credit
metrics, with leverage reaching around 8.6x.

Moody's expects that Oriflame's operating performance and credit
metrics will gradually improve from 2023, supported by the
company's ability to adjust its cost base and to growth in other
regions. However, this improvement remains subject to execution
risk and would require Oriflame to revert the decline in the number
of sales representatives, which shrunk to 2.5 million in 2021 from
2.8 million in 2020, driving a 17% volume sales decline.

The company's ability to attract and retain its sales
representatives has been impaired during the pandemic because it
was not possible to organize live meetings and events. As
restrictions progressively ease across markets, Moody's expects
that the company will be able to return to a low single-digit
revenue growth rate. In a worst case scenario, under which the
Russian business does not recover at all, leverage would remain
between 6.0x and 6.5x for a prolonged period, positioning the
company weakly in the B2 category.

More positively, Moody's expects that Oriflame will maintain
positive, although reduced, cash flow generation, because of its
flexible cost structure and asset light business model, with modest
capex requirements. Moody's expects the company's free cash flow
after dividends to be positive at around EUR20 million- EUR30
million per annum from 2023, which would leave some capacity to
further reduce net leverage.

Moody's acknowledges that while the Board of Directors has proposed
the payment of a EUR31 million dividend, this still needs to be
approved by shareholders. The potential suspension of the dividend
would further support free cash flow and liquidity.

Oriflame's ratings reflect the company's good positioning in the
beauty and personal care market, backed by its global footprint and
its high digitalization, as 98% of orders are placed on-line.
However, Oriflame's exposure to emerging markets continues to
represent a risk. Moreover, the company's direct selling business
model could face increasing difficulties in emerging markets from
the development of more traditional retail distribution models, and
online sales, with consumers having more purchasing options.

LIQUIDITY

Oriflame's liquidity is good, supported by EUR119 million of cash
as of December 2021, and by a fully undrawn EUR100 million
committed revolving credit facility (RCF). The company has no short
term debt maturities, with the senior secured notes maturing in
2026 and the RCF maturing in 2025. Thanks to the refinancing
exercise completed in 2021, the company not only pushed debt
maturities to 2026, but also lowered significantly its cost of
debt, reducing annual interest expenses by around EUR25 million.

The business is moderately seasonal through the year, with the
Christmas season being stronger, which reflects in working capital
fluctuations of up to EUR20 million- EUR25 million between
quarters. On a normalised basis, Oriflame generates constant
positive FCF because of low capital spending needs (around EUR25
million per year, including leases) and Moody's expects almost
EUR20 million of FCF in 2022.

The RCF contains a springing financial covenant, based on super
senior net leverage, tested only if it is drawn by at least 35%.

STRUCTURAL CONSIDERATIONS

The B2 rating assigned to the EUR709 million equivalent senior
secured notes is in line with the company's CFR, reflecting the
fact that the notes represent most of the financial debt. While the
notes rank junior to the EUR100 million super senior RCF, its size
is not enough to cause a notching down of the notes.

Moody's has used a 50% family recovery rate, as is standard for
capital structures that include both bonds and bank debt. The bonds
and the RCF benefit from the same security package (but with
different priorities), consisting mainly of share pledges,
intercompany loans and, solely for Swiss guarantors, intellectual
property, including all brands, trademarks and patents.

The RCF and the bonds are guaranteed by all material subsidiaries
in those jurisdictions in which this is allowed. Guarantor coverage
has further weakened following the designation of the Russian
subsidiaries as unrestricted entities. Guarantors represent less
than 50% of operating profit. However, this weakness is mitigated
by the fact that there is no financial debt and only modest
operating liabilities at non-guarantor subsidiaries.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects the expectation that, following the
disruption in its Russian business, Oriflame's operating
performance will gradually recover, allowing for positive free cash
flow generation.

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

Upward pressure on the ratings could arise if (1) Oriflame's
operating performance recovers quickly from the disruptions in
Russia, such as its Moody's adjusted gross leverage remains below
5.0x; and (2) Oriflame demonstrates a track record of prudent
financial policy.

Downward pressure on the ratings could arise as a result of (1)
failure to reduce Moody's adjusted gross leverage to well below
6.5x; (2) free cash flow turns negative for an extended period of
time; or (3) liquidity deteriorates significantly.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Oriflame Holding Limited

Probability of Default Rating, Downgraded to B2-PD from B1-PD

LT Corporate Family Rating, Downgraded to B2 from B1

Issuer: Oriflame Investment Holding Plc

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

Outlook Actions:

Issuer: Oriflame Holding Limited

Outlook, Remains Stable

Issuer: Oriflame Investment Holding Plc

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.

COMPANY PROFILE

Headquartered in Switzerland, Oriflame is a producer and
distributor of beauty and wellness products, with presence in more
than 60 countries globally. The company operates under a direct
selling model, through a network of around 2.5 million active
representatives. Oriflame reported revenue of EUR1 billion and
operating profit of EUR145 million in 2021.

Oriflame Holding Limited is controlled by the members of the af
Jochnick family and closely related parties, who are the founders
of Oriflame.



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

GN TERMINAL: S&P Suspends Preliminary 'B-' LT Issuer Credit Rating
------------------------------------------------------------------
S&P Global Ratings suspended its ratings on Ukraine-based
agro-commodity merchandiser G.N. Terminal Enterprises Ltd. (GNT),
including its preliminary 'B-' long-term issuer credit rating and
stable outlook.

Russia's military intervention in Ukraine continues to pose
significant risks to the country's economic growth, financial
stability, external position, and public finances. Ukraine now
faces disruption to key economic sectors, notably agriculture,
significant loss of life, and broad damage to essential
infrastructure.

S&P said, "We suspended our ratings on GNT because our 'B-'
preliminary long-term issuer credit rating was contingent on the
company's ability to refinance upcoming debt maturities and fund
planned working capital investments. At the time of our preliminary
rating assignment on Nov. 16, 2021, the company faced debt
repayment needs comprising a $75 million loan principal amount
(about $90 million including accrued interests) from a private
equity firm at the end of December, and about $35 million of
working capital facilities (fully drawn as of September 2021) that
mature during 2022. We understand that at the end of 2021, the
company agreed a temporary extension to mid-2022 with its private
equity lender to allow it to execute new debt placement. As the
transaction is now postponed until further notice, due to the
fallout from Russia's military intervention in Ukraine, we see
higher refinancing risk for the company."




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

AINSCOW HOTEL: Put Up for Sale Following Administration
-------------------------------------------------------
Business Sale reports that administrators at Kroll Advisory have
put the Ainscow Hotel in Salford up for sale, with offers in excess
of GBP8.5 million being sought.

The Ainscow fell into administration in September 2021, along with
other businesses in the Artisan Property Group, Business Sale
recounts.

The Ainscow has 87 en-suite guest bedrooms and a secure car park
with space for 36 vehicles, Business Sale discloses.  There is
reportedly the scope for the hotel to be expanded to up to 144
bedrooms, while there is existing planning permission to add a
further 5 guest bedrooms and 99 residential apartments, Business
Sale notes.

According to Business Sale, Kroll Advisory were appointed
administrators to businesses in the Artisan Property Group in
September 2021 after the group was affected by the "industry
ramifications" of the Grenfell Tower tragedy, with several of the
group's residential buildings incorporating cladding that would
have to be replaced.

Joint administrators Andrew Knowles and James Saunders of Kroll
Advisory are now bringing the Ainscow Hotel to the market and have
engaged Knight Frank to market the property for sale, Business Sale
states.


FIRST STOP: Director Faces Disqualification After Liquidation
-------------------------------------------------------------
Michelle Teresa McDaid (41) of Curr Road, Beragh, Omagh was
disqualified for six years on February 24, 2022, in the High Court,
Belfast in respect of her conduct as a director of First Stop Shop
Ltd -- In liquidation ("the Company").

The Company operated as a retail sale of automotive fuel in
specialised stores and went into liquidation on November 21, 2018,
with an estimated deficiency as regards creditors of £500,227.
There was a total of GBP1 owing as Share Capital, resulting in an
estimated deficiency as regards members of GBP500,228.

The matters of unfit conduct alleged by the Department in relation
to Michelle Teresa McDaid in respect of her conduct as a director
of the Company and accepted by the Court were:

   -- causing and permitting the Company to submit inaccurate VAT
returns totalling GBP222,938.00 and failed to pay a further sum of
GBP70,861.71 resulting in a loss of monies properly due to the
Crown from 2015/16.  Furthermore, operating a policy of
discrimination in that significant payments were made to trade
creditors and third parties at a time when the HMRC debt continued
to increase;

   -- failing to comply with the said legislation in that annual
accounts for the years ended October 31, 2013, and October 31,
2014, were not filed within the prescribed time periods and those
for the years ended October 31, 2016, and October 31, 2017, were
never filed; and

   -- causing and permitting First Stop Shop Ltd to fail to comply
with the said legislation in that the Annual Return for the year
ended October 5, 2015, and the Confirmation Statements for the
periods ended October 5, 2016, and October 5, 2018, were not filed
within the prescribed period.

The Department has accepted twenty-eight Disqualification
Undertakings and the Court has made eleven Disqualification Orders
in the financial year commencing April 1, 2021.


JOE DELUCCI'S: Enters Into Liquidation Years Following Rescue
-------------------------------------------------------------
Gwen Ridler at Food Manufacture reports that frozen sweet treats
firm Joe Delucci's Gelato has entered into liquidation, just over
four years after it was saved from administration.

According to Food Manufacture, members of the business resolved
that the business would be wound up voluntarily, with Roderick
Graham Butcher of corporate recovery firm Butcher Woods appointed
liquidator of the company.

Documents submitted to Companies House on March 9, 2022, did not
detail the reason behind the company opting to enter liquidation,
Food Manufacture notes.


PAVILLION POINT 2021-1A: Fitch Gives Final BB+ Rating to F Notes
----------------------------------------------------------------
Fitch Ratings has assigned Pavillion Point of Sale 2021-1A PLC's
(Pavillion) notes final ratings.

        DEBT                 RATING             PRIOR
        ----                 ------             -----
PAVILLION POINT OF SALE 2021-1 LIMITED

Class A XS2339490943   LT AAAsf  New Rating    AAA(EXP)sf
Class B XS2339491248   LT AA+sf  New Rating    AA+(EXP)sf
Class C XS2339491594   LT A+sf   New Rating    A+(EXP)sf
Class D XS2339491834   LT A-sf   New Rating    A-(EXP)sf
Class E XS2339491917   LT BBBsf  New Rating    BBB(EXP)sf
Class F XS2339492055   LT BB+sf  New Rating    BB+(EXP)sf
Class R XS2339493889   LT NRsf   New Rating    NR(EXP)sf
Class X XS2353076347   LT NRsf   New Rating    NR(EXP)sf
Class Z XS2339492139   LT NRsf   New Rating    NR(EXP)sf

TRANSACTION SUMMARY

Pavillion is a securitisation of unsecured point-of-sale finance
consumer loans originated by Clydesdale Financial Services Limited
(CFS). CFS is also known under the trading name of Barclays Partner
Finance, a wholly-owned subsidiary of Barclays Principal
Investments Limited. The transaction features a 10-month revolving
period, with the last month of replenishment falling in December
2022.

An amortising liquidity reserve was funded at closing by proceeds
from the class R notes, which is equal to 1.25% of the class A and
class B notes' balance. The assets are interest-free and were sold
to the issuer at retailer-specific discount rates. The issuer
entered into an interest-rate swap to mitigate the interest-rate
exposure arising between the floating rate of interest payable on
the notes and the fixed discount rate applied to the receivables.

KEY RATING DRIVERS

Obligor Default Risk: Fitch has assumed a default base case of 1.8%
for the total portfolio, which factors in that the data histories
of retailers are generally short and reflective of a mostly benign
period. The default base case also considers origination and
servicing practices and Fitch's macroeconomic expectations for the
UK, which come with more downside risks now following the outbreak
of the Russia-Ukraine conflict. Fitch applied a 'AAA' default
multiple of 6.7x for the total pool, which is towards the higher
end of the range.

The recovery base case was set at 10%, with a haircut of 50%
applied at 'AAA'. The prepayment base case was set at 5%.

Retailer Performance Differences: The portfolio consists of
interest-free point-of-sale loans, originated through the following
five retailers: Apple, British Gas, DFS, Next and Wren, which have
shown distinct historical default performance. Fitch ran various
projections to assess the potential adverse migration of the
portfolio during the revolving period and considered the
concentration limits sufficiently tight to contain the risk.

Default Trigger Effectiveness Limited: The 10-month revolving
period increases exposure to the macroeconomic environment and
increases asset performance risks relative to static portfolios.
The transaction has two default-based early amortisation triggers,
but Fitch sees limited effectiveness in them as the default
definition is six months and the defaulted receivables trigger must
be breached for three consecutive payment dates. The combination of
excess spread and principal deficiency ledger triggers partially
mitigate the risk, but Fitch considered the weak triggers in its
stresses.

Servicing Continuity Risk Mitigated: The servicer is unrated and
there is no back-up servicer or back-up servicer facilitator in
place at closing. However, Fitch believes the liquidity coverage
provided by the liquidity reserve is sufficient to bridge payment
disruptions until a replacement servicer becomes operational. In
addition, the market-standard nature of both the product and
borrower characteristics, and the UK's deep consumer loan servicing
market, would ease the transition to a capable replacement
servicer, in Fitch's view.

RATING SENSITIVITIES

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

Expected impact on the notes' ratings of decreased defaults (class
A/B/C/D/E/F):

-- Decrease default rate by 10%:
    'AA+sf'/'AAsf'/'Asf'/'BBB+sf'/'BBB-sf'/'BBsf'

-- Decrease default rate by 25%: 'AA+sf'/'AA-sf'/'A-
    sf'/'BBBsf'/'BB+sf'/'BB-sf'

-- Decrease default rate by 50%: 'AA-sf'/'Asf'/'BBB+sf'/'BBB-
    sf'/'BB-sf'/'B+sf'

Expected impact on the notes' ratings of increased recoveries
(class A/B/C/D/E/F):

-- Increase recovery rate by 10%: 'AAAsf'/'AA+sf'/'A+sf'/'A-
    sf'/'BBBsf'/'BB+sf'

-- Increase recovery rate by 25%: 'AAAsf'/'AA+sf'/'A+sf'/'A-
    sf'/'BBB-sf'/'BB+sf'

-- Increase recovery rate by 50%: 'AAAsf'/'AA+sf'/'A+sf'/'A-
    sf'/'BBB-sf'/'BBsf'

Expected impact on the notes' ratings of decreased defaults and
increased recoveries (class A/B/C/D/E/F):

-- Decrease default rates by 10% and increase recovery rates by
    10%: 'AA+sf'/'AAsf'/'Asf'/'BBB+sf'/'BBB-sf'/'BBsf'

-- Decrease default rates by 25% and increase recovery rates by
    25%: 'AA+sf'/'AA-sf'/'A-sf'/'BBBsf'/'BB+sf'/'BB-sf'

-- Decrease default rates by 50% and increase recovery rates by
    50%: 'A+sf'/'Asf'/'BBBsf'/'BB+sf'/'BB-sf'/'Bsf'

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

-- Increase in credit enhancement ratios post revolving period
    end-date as the transaction deleverages; or

-- Smaller losses than assumed.

BEST/WORST CASE RATING SCENARIO

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

DATA ADEQUACY

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

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

ROADBRIDGE UK: Ceases Trading, Hundreds of Jobs Affected
--------------------------------------------------------
Calum MacLeod at The Northern Times reports that workers in
Ross-shire and Sutherland are understood to be among hundreds
across the UK who have lost their jobs as a result of the collapse
of an Irish-owned construction firm.

Roadbridge UK, a subsidiary of the Limerick-based Roadbridge Ltd
(RBL) construction group, ceased trading after its Irish parent
company was placed in receivership, The Northern Times relates.

Most of the firm's 215 UK employees have now been made redundant,
including 80 in Scotland, The Northern Times discloses.

These include staff based at Invergordon and Lairg, as well as
Dumfries, Glasgow and Carnoustie, The Northern Times notes.

Roadbridge UK has worked on a number of projects in the Highlands,
including Creag Riabhach Wind Farm near Lairg, and the now
completed GBP30 million energy and cruise hub at Invergordon for
Port of Cromarty Firth.

Grant Thornton UK has been appointed as administrator for
Roadbridge UK with Grant Thornton Ireland performing the same role
for the parent business, The Northern Times states.

According to The Northern Times, Grant Thornton UK director Rob
Parker said the administrators and their team will now concentrate
their efforts on supporting employees through their redundancy
claims process.

Following the appointment of administrators, the majority of
employees have been temporarily sent home, pending further updates
whilst a strategy for the administration is being reviewed, The
Northern Times recounts.



                           *********


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

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

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

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