---

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

                          E U R O P E

          Tuesday, May 10, 2022, Vol. 23, No. 87

                           Headlines



F R A N C E

CASSINI SAS: S&P Withdraws 'D' Issuer Credit Rating


G E R M A N Y

SAFARI BETEILIGUNGS: S&P Lowers ICR to 'SD' on Refinancing Scheme
WIRECARD AG: O'Sullivan Faces Two Additional Charges in Singapore


I T A L Y

FABBRICA ITALIANA: S&P Assigns 'B' long-term ICR, Outlook Stable


R U S S I A

[*] RUSSIA: CDS Committee Closes April Payments Case
[*] RUSSIA: Insurers Must Fulfill Obligations Under Contracts


S E R B I A

UNIHEMKOM: Assets Put Up for Sale for RSD127.9 Million


U N I T E D   K I N G D O M

ENQUEST PLC: S&P Alters Outlook to Positive, Affirms 'B-' ICR
GENESIS MORTGAGE 2022-1: S&P Assigns B- (sf) Rating to Cl. X Notes
GFG ALLIANCE: FRC Investigates King & King Audits of Four Cos.
MCCOLL'S: Morrisons Wins Bidding War, 16,000 Jobs Secured

                           - - - - -


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

CASSINI SAS: S&P Withdraws 'D' Issuer Credit Rating
---------------------------------------------------
S&P Global Ratings has withdrawn its 'D' issuer credit rating on
Cassini SAS, parent of French trade show organizer Comexposium, and
its 'D' rating on Cassini's senior secured debt, at the company's
request.





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

SAFARI BETEILIGUNGS: S&P Lowers ICR to 'SD' on Refinancing Scheme
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on German
gaming company Safari Beteiligungs GmbH to 'SD' (selective default)
from 'CC'.

S&P is also lowering its issue rating on Safari's EUR350 million
senior secured notes to 'D' from 'CC'.

S&P will re-evaluate Safari's business and financial prospects
under the new capital structure on the transaction's effective
date, which it understands will be no later than May 13, 2022,
which is the transaction's long stop date.

The downgrade follows news that the court has sanctioned and
approved Safari's refinancing scheme on May 5, 2022. The
restructuring process was launched on Dec. 2, 2021. The new capital
structure is expected to be implemented by May 13, 2022, at the
latest. It will include:

-- A debt-to-equity swap, where existing noteholders will hold 95%
of economic interest in the new group topco, Dice Holdings, and
existing shareholders would retain a 5% economic interest and
EUR7.5 million in preferred shares.

-- The EUR350 million senior secured notes will be replaced with
EUR220 million reinstated senior secured notes and EUR130 million
subordinated payment-in-kind (PIK) notes at Dice MidCo.

-- The fully drawn EUR40 million super senior secured revolving
credit facility will be repaid in full using new money in the form
of EUR30 million of senior secured notes and cash on balance sheet.
The EUR30 million of new money senior notes are fungible with the
EUR220 million of senior reinstated notes--together with
approximately EUR8 million of accrued interest on the defaulting
notes, they will form approximately EUR258 million in total of
proposed senior secured notes.

-- A change in the interest payable on the notes, to include a
cash pay and an optional PIK component up to June 2023.

S&P views the transaction as distressed and therefore tantamount to
a default because the existing senior noteholders receive less than
originally promised via the debt for equity swap and exchange for
lower value of reinstated senior secured notes.

S&P will review its issuer credit rating on Safari and the issue
ratings on the defaulted notes, subject to the successful closing
of the transaction.


WIRECARD AG: O'Sullivan Faces Two Additional Charges in Singapore
-----------------------------------------------------------------
Chanyaporn Chanjaroen at Bloomberg News reports that a Singapore
court has charged 47-year-old U.K. national James Henry O'Sullivan
with two additional counts of allegedly abetting falsification of
documents, according to local police.

According to Bloomberg, the Singapore Police Force said on May 5 in
a statement on its website Mr. O'Sullivan allegedly helped
Singaporean businessman R. Shanmugaratnam to falsify documents and
issue letters that falsely claimed certain amounts of money were
held in a bank under escrow.

Wirecard filed for bankruptcy in 2020 after acknowledging that
EUR1.9 billion (US$2 billion) it had listed as assets probably
didn't exist, Bloomberg recounts.

The statement said Mr. O'Sullivan has also been charged with five
counts on similar matters, Bloomberg relates.

On the same day, 58-year-old Thilagaratnam S/O Rajaratnam was also
held responsible for allegedly failing to use reasonable diligence
in the discharge of the duties of his office by confirming that
Strategic Corporate Investments Pte, where he served as director,
held the money under escrow in its bank account without checking
whether the letter contents were true, Bloomberg discloses.



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

FABBRICA ITALIANA: S&P Assigns 'B' long-term ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to family-owned Italian active pharmaceutical ingredient (API)
manufacturer Fabbrica Italiana Sintetici (FIS) and 'B' issue rating
to the company's EUR350 million notes. S&P does not rate the EUR50
million super senior secured revolving credit facility (RCF), which
will support FIS' liquidity position.

The stable outlook reflects S&P's view that the company should
manage patent loss expiration risk of its main products and execute
its investment plan, aiming to improve capacity and efficiency
while maintaining S&P Global Ratings-adjusted debt to EBITDA below
5x over 2022-2023.

FIS issued a EUR350 million sustainable linked senior secured note
to refinance debt and pay a EUR40 million extraordinary dividend to
its parent company Nine Trees Group (NTG).

The final issuer credit and issue ratings on the notes are in line
with the preliminary ratings S&P assigned Feb. 1, 2022.  The final
amount of the issued senior secured sustainably linked notes is in
line with the EUR350 million originally proposed. The fixed margin
on the notes was 5.625%. There are no material changes to the final
debt documentation since our original review, or to its forecasts.

FIS enjoys an established position in the competitive CDMO market,
where it produces small molecule APIs and intermediates. It leads
the Italian market and ranks among the largest CDMOs in Europe for
APIs and intermediaries, with sales of EUR523 million and EUR73.8
million EBITDA in the LTM ended Sept. 30, 2021. FIS primarily
serves originator pharmaceutical companies (holder of original drug
patents), which accounted for 70% of the company's sales at Sept.
30, 2021, represents the Custom division, and provides relatively
good volume visibility. The generic market accounts for 26% of
sales while veterinary and R&D services represent 4%. FIS'
manufacturing activities are concentrated in Italy, where it
operates three manufacturing facilities. S&P said, "However, we
evaluate positively the well-diversified geographic footprint in
terms of sales, which are primarily in highly regulated markets
such as the U.S. (16%) and Europe (67%). The top three countries in
Europe are Switzerland (about 25% of total sales, according to our
estimates), Italy (about 10%) and Germany (about 8%)." The rest of
the world generated about 17% of sales, mainly in Japan. The global
CDMO market is highly fragmented and subject to fierce competition
from small companies and ongoing consolidation trends. However, the
market exhibits positive growth prospects of an approximately 8.4%
compounded annual growth rate over 2021-2026, according to Expert
Market Research. This is supported by the aging population, the
rise of chronic diseases, and increasing outsourcing of noncore
activities, such as development and manufacturing of active
ingredients, from large pharmaceutical companies.

Customer concentration risk is mitigated by FIS' established
relationship with customers, supported by its broad product
offering. The company serves a relatively large customer base,
covering 14 of the top 20 global pharmaceutical companies. However,
there is some customer concentration with the top three customers,
which account for about 43% of total sales at Sept. 30, 2021. The
risk is mitigated by FIS' reputation around product quality, with a
track record of no serious product recalls, allowing for
partnerships with these customers lasting 20-30 years. The company
has strengthened its relationship with core customers through
increased diversity of its product offering. This is thanks to FIS'
multipurpose manufacturing lines, enabling the company to have
flexible production capabilities. In the 12 months ended September
2021, almost 31% of sales were in the anti-diabetics area, 8.5%
antibacterial, 8% immunosuppressants, and 5% oncology. Other
therapeutic areas account for the remaining 48.5% and include areas
such as ophthalmological, mucolytics and rare disease, which each
account for less than 3%.

FIS' R&D capabilities help strengthening its relationship with
customers, but increasing drug complexity brings execution risks.
S&P said, "We understand the pharmaceutical industry is
increasingly outsourcing R&D activities to CDMOs to address the
increasing complexity of drugs, cost pressures, and regulatory
scrutiny, as well as faster speed to market. FIS is a strategic
partner for nine of its customers, allowing the company to develop
business opportunities in advance compared with other CDMOs.
However, the increased drug complexity exposes FIS to greater
execution risk due to the financial resources required to develop
products and relatively high rate of projects not arriving at the
commercialization phase. In our view, developing new molecules is
crucial for the company to manage the portion of its portfolio of
patent-protected drugs, which is set to expire in the next 12-24
months."

FIS faces patent exclusivity loss risk as about 32% of sales is
generated from product with patents expiring over 2022-2024. The
largest API's sales contributor, accounted for 22% of sales at the
end of 2021, according to our estimates. It is used for treatment
of type 2 diabetes and is the main active ingredient in drugs whose
patent expires in June 2024. S&P said, "We expect this to result in
a contraction of FIS' sales from 2024 due to volume decline and
price competition because at least another generic pharma company
has obtained FDA approval to commercialize the products' generic
versions. However, we positively evaluate that the company is
taking necessary measures to contain top-line contraction through
potential extension of agreement and securing higher volumes. This
is because originators typically outsource a greater portion of API
production once the patent expires. FIS implements common
strategies to mitigate the effect of the patent loss and we expect
the same actions will be implemented to offset volumes decline from
its second-largest API, which is also used for type 2 diabetes
(about 9.5% of sales) and whose patent is expected to expire in
2022." In addition, the company's proactive management of patent
expiration supported the launch of three molecules over 2021-2022,
including a major one used for diabetic treatment, which will be
commercialized in 2022 and represent the main driver of top-line
growth this year.

FIS' relatively flexible cost structure supports a fairly stable
profitability which remains below the market average according to
our estimate. S&P said, "Over 2018-2020, the company posted an
adjusted EBITDA margin of 15.0%-15.5%, and we expect it will have
remained in this range in 2021, which we deem below the market
average. This is because the dilutive effect from the plant
acquisition in Lonigo, Italy, in 2017, whose profitability is lower
than FIS' average. Still, we observed relatively stable profits in
recent years thanks to FIS' variable cost structure, primarily
including raw materials, accounting for roughly 58% of total costs
at end-September 2021, which includes precious metals such as
rhodium, which is used to produce catalysts." Personnel costs
accounts for 25% of total operating costs and almost half is
classified as a semi-variable cost, according to management. FIS
faced increasing pressures on profits in 2021 due to rising raw
material costs (mainly rhodium and palladium) and supply chain
challenges due to the reliance of key raw materials from China and
India, which is common for the industry. Moreover, energy prices
increased materially (close to 2.5% of FIS' revenue as of September
2021), which will likely continue into 2022. However, the company
has kept an adjusted EBITDA margin of 15.0%-15.5% in 2021 at
similar levels as 2020 according to our estimates. This is thanks
to sales price adjustments, with key customers primarily in the
custom division allowing the company to pass on to them 75% of the
total input costs increase. This illustrates FIS' ability to
maintain stable profitability also in 2022.

FIS' strategic investment plan aims to expand capacity and improve
profitability but will result in negative free operating cash flow
(FOCF) over 2022-2023. The company has an ambitious capital
expenditure (capex) program aiming to improve operating efficiency
to expand production capacity to accommodate higher volumes and
develop new molecules. FIS intends to improve the level of
profitability of its Lonigo plant through energy-efficiency
measures, build an incinerator to enhance waste management, and
internalize production of some high value raw materials currently
sourced from China. S&P said, "In 2022-2023, we expect FIS will
invest EUR140 million-EUR150 million in capex, of which roughly 50%
will be associated with the strategic investment plan. We estimate
FOCF to remain negative, at EUR30 million-EUR35 million in 2022 and
EUR10 million - EUR15 million in 2023, before turning positive and
above EUR15 million from 2024 onwards."

S&P said, "Our financial risk profile assessment is supported by
our estimate that S&P Global Ratings-adjusted debt to EBITDA will
remain below 5x over 2022-2023. FIS issued the EUR350 million
sustainable linked senior secured notes to streamline its capital
structure. Post-transaction, FIS' financial debt comprises the bond
and roughly EUR10 million in existing bank facilities. As part of
the transaction, FIS paid a EUR40 million extraordinary dividend to
its parent company NTG, the investment vehicle of the Ferrari
family (the founder and owner of FIS). Our adjusted gross debt
calculation of FIS excludes the EUR53 million convertible
shareholder bond we treat as equity-like. This instrument is
subordinated, is unsecured, does not benefit from any guarantees,
and matures at least six months after the bond maturity. Cash
interests are payable voluntarily and will amount at about EUR1
million per year. Further adjustments to our debt mainly include a
roughly EUR5 million pension liability and EUR6 million deferred
purchase price for the acquisition of a business unit dedicated to
generic products for the U.S. market. At end-2021, we expect
outstanding factoring and reverse factoring will have amounted to
EUR70 million-EUR80 million, which we anticipate will decrease
slightly. We do not consolidate any debt at the parent level given
the absence of financial liabilities post-transaction.

"We expect shareholder family to maintain a supportive financial
policy. At end-2020, FIS accounted for roughly the entire
consolidated EBITDA of NTG. We deem the other subsidiaries owned by
NTG immaterial. NTG will use part of the proceeds from the
extraordinary dividend to extinguish its financial indebtedness.
Post-transaction, NTG's debt only includes EUR70 million
shareholder bonds (including a shareholder convertible bond). These
instruments have long-term maturities beyond that of FIS' bond. We
expect limited cash leakage from FIS in line with supporting
financial policy from its shareholder. This will result in an
approximately EUR2 million dividend per year, which will primarily
service interest on shareholder bonds.

"The rating stands one notch below the 'b+' anchor. This reflects
our expectation of leverage in the high end of the 4x-5x range in
2022 and that the company will post negative FOCF over the next 24
months.

"The stable outlook on FIS reflects our view that the company will
early manage expected sales declines in 2024 from the loss of
exclusivity of its main molecule, thanks to the commercial launch
of new molecules in 2022, and other new projects with key customers
supporting ongoing top line growth and slight expansion of margins
in the 15.5%-16.0% range over 2022-2023. This should result in
adjusted debt to EBITDA remaining below 5.0x over the same period
despite expected negative FOCF due to expansionary capex.

"We could take a negative rating action if FIS experienced a
pronounced deterioration of operating performance due to a material
reduction of volumes from a loss of key agreements with key
customers or should the company face higher-than-expected
challenges from input cost increases and supply chain constraints.
In our view, this would likely translate into erosion of
profitability leading to further pressure on FOCF and leverage
increasing permanently above 5x. This could also happen if we were
to observe an aggressive financial policy from its shareholder.

"An upside scenario is unlikely for now due to our expectation that
FOCF will remain negative on strategic investments. Ratings upside
would hinge on FIS' restored capacity to generate positive FOCF
thanks to the implementation of operating efficiency measures
resulting in an S&P Global Ratings-adjusted recurring EBITDA margin
expansion in the 16%-20% range. Under this scenario, we would
expect a consistent financial policy supporting sustained leverage
of 4x-5x."

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

S&P said, "ESG factors have an overall neutral influence on our
credit rating analysis of FIS. As a CDMO operator FIS is subject to
increasingly stringent environmental requirements including air
emissions, water and waste management in its manufacturing
operations. In addition, in our view, FIS is well positioned to
adhere with increasing environmental, social, and governance
standards required by its large pharmaceutical customers which
could further strengthen FIS' relationship with its core customers.
FIS' commitment on sustainability translated into clear targets
regarding emission reduction, waste management and water efficiency
included in the sustainable linked bond framework which the company
will capture through its strategic plan expansion. In general, we
view family-controlled entities as having the risk of shareholder
interests being prioritized over other stakeholders. However, we
have not seen evidence of any negative influence from the owners,
which have a long-term view on the investment and maintain a
relatively prudent shareholder distribution policy."




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

[*] RUSSIA: CDS Committee Closes April Payments Case
----------------------------------------------------
Rodrigo Campos at Reuters reports that the EMEA Credit Derivatives
Determinations Committee said on May 6 it closed the case looking
into whether credit default swaps would be paid to holders of
Russian debt after Russia paid its obligations.

Russia avoided a default, announcing it had paid nearly US$650
million it owed in coupons and principal to holders of two bonds,
ahead of a grace period expiry on May 4, Reuters relates.

The payments had initially been made in rubles, potentially
breaching the contract, which triggered the opening of the CDS
case, Reuters notes.

Focus now shifts to May 27, when payments are due on a
dollar-denominated bond issued in 2016, and a euro-denominated bond
issued in 2021, Reuters states.

According to Reuters, payment falls after the May 25 expiry of a
temporary license issued by the U.S. Office of Foreign Assets
Control (OFAC), which permits transactions related to Russian
sovereign debt payments.


[*] RUSSIA: Insurers Must Fulfill Obligations Under Contracts
-------------------------------------------------------------
The Bank of Russia on May 5 said that insurers should not evade
their obligations to clients during the moratorium on initiating
bankruptcy procedures, the regulator notes.  Such a moratorium was
introduced by the Government of the Russian Federation since April
1, 2022, for six months.

This moratorium means that creditors may not collect debts as part
of enforcement proceedings, and charge penalties and fines for
non-fulfilment of debtors' obligations until October 1, 2022.

The regulator's clarifications are aimed at preventing abuse and
violations of the rights of consumers who expect insurers to timely
fulfil their obligations under insurance contracts.

If insurance legislation violations are detected, the Bank of
Russia will promptly apply supervisory measures to the violators.




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

UNIHEMKOM: Assets Put Up for Sale for RSD127.9 Million
------------------------------------------------------
Branislav Urosevic at SeeNews reports that assets of bankrupt
Serbian chemical products wholesaler UNIHEMKOM are being put up for
sale at a starting price of RSD127.9 million (US$1.14
million/EUR1.08 million), the country's Deposit Insurance Agency
said on May 9.

According to SeeNews, the agency said in a statement the assets
offered for sale include six office and storage buildings with an
aggregate area of over 1,320 sq. m. and various pieces of
equipment.

The auction will take place on June 15, SeeNews discloses.

The company, founded in 1992 and based in Serbia's northern city of
Novi Sad, was declared bankrupt in 2013, SeeNews recounts.





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

ENQUEST PLC: S&P Alters Outlook to Positive, Affirms 'B-' ICR
-------------------------------------------------------------
S&P Global Ratings affirmed the issuer credit rating at 'B-', as
oil producer EnQuest PLC still faces refinancing risks, despite its
expectation of strong credit metrics for the rating.

S&P raised its rating on the existing unsecured notes to 'B' from
'B-' because there are fewer priority liabilities and we have
increased our estimate of reserve value.

S&P said, "Supportive oil market conditions will result in lower
leverage and strong operating cash flow. On April 28, 2022, we
revised up our Brent oil price assumptions for 2022 and 2023,
citing supply and demand fundamentals that are supportive of strong
oil prices. We now expect EnQuest's S&P Global Ratings-adjusted
EBITDA to reach $950 million–1,050 million in 2022, compared with
$760 million in 2021, translating into funds from operations (FFO)
to debt comfortably above 20% and adjusted debt to EBITDA (on a
gross basis, since we do not typically net cash for companies that
have a weak business risk profile) comfortably below 3.5x, in line
with our expectations for a 'B' rating.

"Management has focused on reducing debt, a strategy supported by
the amortizing reserve-based loan (RBL), which requires that
EnQuest uses excess cash to reduce any drawings. We therefore
expect the company to continue to reduce gross debt, in line with
the debt documentation. Our adjusted gross debt will decline as the
RBL amortizes, and liabilities such as leases and contingent
considerations for acquisitions are repaid. The company has a
public net leverage target of 0.5x (as defined by EnQuest); this
was 1.6x at end-2021. Hence, we expect debt reduction to remain a
priority for the medium term. We understand that EnQuest does not
intend to pay any dividends. It is likely to direct any funds not
used for debt repayment toward business growth, either as capital
expenditure (capex) or for acquisitions.

"EnQuest needs to ramp up production to be more in line with 'B'
rated peers, but this is not a requirement for an upgrade to 'B'.
The company cut its capex during 2020 and 2021 to protect
liquidity, which ultimately resulted in declining production. In
2021, average production was 44,415 barrels of oil equivalent per
day (boepd), down from 59,116 boepd in 2020 and 68,606 boepd in
2019. For a 'B' rated oil and gas exploration and production
company, this level of production is relatively low. For example,
in 2022, we expect Tullow (B-/Stable) to produce 59,000-65,000
boepd, Northern Oil and Gas (B/Stable) to produce about 71,000
boepd, and NuVista Energy (B/Stable) to produce about 67,000 boepd.
It is therefore crucial that EnQuest ramps up production if it is
to remain in line with its peers. We think that its 141 million
barrels of oil equivalent (boe) of proved reserves (1P) should help
EnQuest arrest the decline, but the company will need to step up
investments to do so. In our base case, we anticipate that
production will remain close to about 50,000 boepd, the
year-to-date average, given the higher capex in 2022-2023 to drill
more wells. EnQuest has historically pursued acquisitions and we
expect this to continue. Although acquisitions introduce some
uncertainty regarding future scale and leverage, we do not consider
that the strategy affects the rating at present.

"The positive outlook indicates that we may raise the rating on
EnQuest by the end of 2022, provided that it refinances its debt
instruments due 2023, and maintains strong credit metrics, in line
with our expectations.

"We expect the company will generate EBITDA of $950 million-$1,050
million in 2022, resulting in strong FOCF of $525 million-$625
million. Gross debt will continue to fall as the RBL amortizes.
This should translate into FFO to debt of 29%-34% and debt to
EBITDA of 2.5x-2.9x in 2022, which we see as strong for the current
rating.

"We could revise the outlook to stable if the company failed to
refinance its 2023 notes at least one year ahead of the maturity
date. A failure would weigh on our assessment of liquidity.

"We may raise the rating on EnQuest if it completes the refinancing
of its debt instruments maturing in 2023 well ahead of the due
date. Our forecast credit metrics in 2022 are in line with our
expectations for a 'B' rating: FFO to debt comfortably above 20%
and debt to EBITDA below 3.5x. Hence, the refinancing is the key
upgrade trigger."

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


GENESIS MORTGAGE 2022-1: S&P Assigns B- (sf) Rating to Cl. X Notes
------------------------------------------------------------------
S&P Global Ratings assigned ratings to Genesis Mortgage Funding
2022-1 PLC's class A to X-Dfrd notes. At closing, the issuer issued
unrated class F notes and certificates.

Genesis Mortgage Funding 2022-1 is an RMBS transaction that
securitizes a portfolio of owner-occupied and buy-to-let (BTL)
mortgage loans that are secured over properties in the U.K.

The loans in the pool were originated between 2018 and 2022 by
Bluestone Mortgages Ltd., a nonbank specialist lender. This is the
second RMBS transaction originated by Bluestone Mortgages in the
U.K. that S&P has rated. The first one was Genesis Mortgage Funding
2019-1 PLC.

The collateral comprises complex income borrowers, borrowers with
immature credit profiles, and borrowers with credit impairments,
and there is a high exposure to self-employed borrowers and
first-time buyers. Approximately 4.4% of the pool comprises BTL
loans and the remaining 95.6% are owner-occupier loans.

The transaction includes a prefunded amount where the issuer can
purchase additional loans until the first interest payment date,
subject to the eligibility criteria outlined in the transaction
documentation.

The transaction benefits from a fully funded general reserve fund,
and principal can be used to pay senior fees and expenses, senior
swap payments, and interest on the most senior class of notes
outstanding. A further liquidity reserve can be funded from within
the transaction to support the payment of senior fees and expenses,
senior swap payments, and interest on the class A notes.

The transaction incorporates a balance-guaranteed swap to hedge the
mismatch between the notes, which pay a coupon based on the
compounded daily Sterling Overnight Index Average Rate (SONIA), and
the loans, 88% of which currently pay an initial fixed-rate of
interest before reversion.

At closing, the issuer used the issuance proceeds to purchase the
full beneficial interest in the mortgage loans from the seller. The
issuer grants security over all of its assets in the security
trustee's favor.

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

Bluestone Mortgages is the servicer in this transaction.

Of the pool, 11.9% has had a prior payment holiday related to
COVID-19.

S&P said, "We expect U.K. inflation to reach 6.3% in 2022. Although
high inflation is overall credit negative for all borrowers,
inevitably some borrowers will be more negatively affected than
others, and to the extent inflationary pressures materialize more
quickly or more severely than currently expected, risks may emerge.
We consider the borrowers in the transaction to be nonconforming
and as such will generally have lower resilience to inflationary
pressures than prime borrowers. Borrowers in this transaction are
largely paying a fixed rate of interest on average until 2024. As a
result, in the short to medium term, they are protected from rate
rises but will feel the effect of rising cost of living pressures.
We have considered these risks in our loan characteristic and
originator adjustments.

"Our credit and cash flow analysis and related assumptions consider
the transaction's ability to withstand the potential repercussions
of the COVID-19 outbreak, namely higher defaults and longer
recovery timing. Considering these factors, we believe that the
available credit enhancement is commensurate with the ratings
assigned."

  Ratings

  CLASS     RATING*     AMOUNT (MIL. GBP)

   A        AAA (sf)    212.500

   B-Dfrd   AA+ (sf)     11.250

   C-Dfrd   AA- (sf)      8.750

   D-Dfrd   A (sf)        5.625

   E-Dfrd   BBB- (sf)     5.625

   F        NR            6.250

   X-Dfrd   B- (sf)       8.125

  Certs     NR            N/A

*S&Ps ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes, and the ultimate
payment of interest and principal on all the other rated notes. Its
ratings also address the timely receipt of interest and full
immediate repayment of previously deferred interest on the class
B-Dfrd to F notes when they become most senior outstanding.
NR--Not rated.
N/A--Not applicable.


GFG ALLIANCE: FRC Investigates King & King Audits of Four Cos.
--------------------------------------------------------------
Sylvia Pfeifer and Michael O'Dwyer at The Financial Times report
that the UK accounting regulator is investigating a little-known
firm's audits of four companies in GFG Alliance, the business
empire built by metals tycoon Sanjeev Gupta.

According to the FT, the Financial Reporting Council said on May 4
it had begun probes in relation to audits by King & King, a
two-office firm that has audited scores of companies in GFG,
Gupta's loose collection of businesses.

The investigations cover the financial statements of GFG's key UK
businesses, including that of Liberty Speciality Steels for the
year to March 2019 and Alvance British Aluminium, formerly Liberty
Aluminium Lochaber, for the same year, the FT discloses.

The FRC is also examining the statements of Liberty Steel Newport,
also for the year to March 2019, as well as those of Liberty
Performance Steels for the year to March 2020, the FT notes.

The decision to investigate was made at a meeting in February, the
FRC added, but it did not give any further details, the FT
recounts.  A FT analysis last year revealed that King & King
audited the most recent accounts of more than 60 GFG companies in
the UK, with combined revenues of almost GBP2.5 billion.

The FRC did not say which aspects of King & King's work it was
investigating. The firm has faced questions over its independence,
the FT notes.

According to the FT, at a parliamentary hearing last year, Milan
Patel, partner at King & King, told MPs that the firm complied with
the accounting industry standards that caps fee income from a
single audit client at 15%.

However, he did not say whether GFG companies in aggregate
accounted for more than 15% of audit fees received by King & King,
the FT relates.

If the FRC finds wrongdoing by King & King or its partners who led
the audits, it has the power to impose sanctions including fines
and a ban on signing off company accounts, the FT states.

The FRC is already probing another auditor, HW Fisher, in relation
to its audit of another Gupta business, Liberty Commodities, for
the year to March 2020, the FT discloses.

Mr. Gupta, the FT says, has been battling to refinance his
sprawling conglomerate since the collapse in March last year of
Greensill Capital, his main lender.

The news of the FRC's probe comes days after investigators from the
UK Serious Fraud Office visited sites connected with GFG to demand
financial documents as part of its probe into suspected fraud,
fraudulent trading and money laundering at Mr. Gupta's empire,
which the company has denied, the FT relates.


MCCOLL'S: Morrisons Wins Bidding War, 16,000 Jobs Secured
---------------------------------------------------------
BBC News reports that supermarket group Morrisons has won a battle
to rescue McColl's, the convenience store and newsagent chain, and
taken on all 16,000 staff members.

According to BBC, Morrisons beat a rival offer from EG Group, the
petrol station empire, owned by the billionaire Issa brothers.

Morrisons will pay off McColl's GBP170 million debts and take on
its 1,160 shops and pension schemes, with 2,000 members, BBC
discloses.

The supermarket's boss said the deal offered stability and
continuity for the business, its staff and pensioners, BBC
relates.

McColl's was put into administration by PwC on May 9 and was
immediately sold to Morrisons, BBC recounts.

Rob Lewis, joint administrator and partner at PwC, said the deal
provided "much needed certainty to McColl's 16,000 staff after a
period of understandable concern", BBC relays.

The threat of McColl's going into administration had raised fears
that if a buyer was not found there could be UK-wide store closures
and job losses, BBC states.

Morrisons' first offer was knocked back and the Issa brothers
looked close to clinching the deal, BBC recounts.

The companies battled it out over the weekend.  Morrisons matched
EG Group's offer to pay off McColl's debts in full and straight
away and take on all its stores and staff, according to BBC.

McColl's ran into difficulties as it attempted to update the range
of food it sold and came up against Covid-related supply chain
problems, BBC relates.

When it emerged that the convenience chain store was close to
collapse a bidding war began, BBC notes.

Morrisons already had a partnership with McColl's as it supplies
its convenience stores with stock, BBC states.

It has also formed a tie-up with the chain to convert hundreds of
McColl's shops to Morrisons Daily convenience stores, BBC
discloses.  There are already more than 200 operating and these
have been performing well, BBC says.

Both Morrisons and EG Group filed final offers for the business on
May 8, BBC relates.

This is undoubtedly a good outcome for McColl's and its staff, says
the report.

Although unsecured small creditors will likely lose out, it's hard
to recall a deal of this kind where so many stakeholders will get
everything they're owed, according to BBC.

Morrisons almost let the deal slip away but thanks to a delay in
administrators being appointed it was able to come back with a
final and better offer, BBC states.

Its existing relationship with McColl's will have helped it pip its
rival to the post, BBC says.



                           *********


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-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *