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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, June 2, 2022, Vol. 23, No. 104

                           Headlines



A U S T R I A

WIENERBERGER AG: Moody's Affirms Ba1 CFR & Alters Outlook to Pos.


G R E E C E

DANAOS CORP: Moody's Ups CFR to Ba3 & Alters Outlook to Stable


I T A L Y

KEPLER SPA: S&P Assigns 'B-' LongTerm ICR, Outlook Stable


L U X E M B O U R G

ENDO LUXEMBOURG I: Moody's Cuts CFR to Caa3, Outlook Stable


N E T H E R L A N D S

AMSTERDAM TRADE: Goes Bankrupt Following US, UK Sanctions
GLOBAL UNIVERSITY: S&P Affirms 'B-' LT ICR, Outlook Negative


P O R T U G A L

THETIS FINANCE 2: S&P Affirms 'B-' Rating on Class E Notes


R U S S I A

SBERBANK: Removed by EU Commission from Swift Banking Network
[*] RUSSIA: Misses US$1.9MM Interest Payments, Triggers CDS


S P A I N

AUTO ABS 2022-1: Moody's Assigns B1 Rating to EUR23.7MM E Notes
BANCO POPULAR: EU General Court Upholds Sale to Santander
BBVA CONSUMER 2020-1: S&P Raises Cl. E Notes Rating to 'BB+'


S W I T Z E R L A N D

FIRMENICH INT'L: S&P Puts 'BB+' Jr. Sub. Debt Rating on Watch Pos.


U K R A I N E

CITY OF KYIV: S&P Lowers LongTerm ICR to 'CCC+', Outlook Negative


U N I T E D   K I N G D O M

AMIGO: Judge Satisfied Firm May Collapse if Scheme Not Approved
CO-OPERATIVE BANK: Moody's Hikes LongTerm Deposit Ratings to Ba2
GREENE KING: S&P Affirms 'BB+' Rating on Class B Notes
MARSTON'S ISSUER: S&P Affirms 'B+' Rating on Class B Notes
MISSGUIDED: Mike Ashley Buys Business Out of Administration

SPIRIT ISSUER: S&P Affirms 'BB+' Rating on Class A5 Notes
TOGETHER ASSET 2022-CRE-1: S&P Gives (P)BB+ Rating on Cl. D Notes

                           - - - - -


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A U S T R I A
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WIENERBERGER AG: Moody's Affirms Ba1 CFR & Alters Outlook to Pos.
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 corporate family
rating of the Austrian building materials producer Wienerberger AG
(Wienerberger). Concurrently, the rating agency has affirmed the
issuer's senior unsecured ratings at Ba1 and the probability of
default rating at Ba1-PD. The outlook has been changed to positive
from stable.

RATINGS RATIONALE

The rating action reflects Wienerberger's solid operating
performance in 2021 that continued in the first quarter 2022. In
the last 12 months ended March 2022, Wienerberger has gained one
billion euro of additional revenue and could expand its
profitability margin (Moody's adjusted EBITDA) by 220 basis points
to 17.9% compared to 2020. Also compared to pre-Covid financially
strong 2019, Wienerberger's revenue is now 25% and EBITDA 32%
higher. That positive development was also accomplished by a good
free cash flow generation that ultimately resulted in a significant
improvement in Moody's adjusted credit metrics. With gross leverage
ratio of 2.2x (down 1.2x since 2020) and retained cash flow to net
debt of 42% (up 8.5pp), metrics already exceed Moody's quantitative
requirements for a higher rating.

Wienerberger has also improved the resilience of its business model
by increasing its exposure to more stable end markets –
infrastructure and renovation – to around 51% in 2021 from 35% in
2012 and aims to bring it up to 60% by 2030. It has also improved
its regional diversification with enlarged presence in North
America that contributed 18% to group sales compared to less than
10% in 2020.

While not immune, the North American market will likely be much
less impacted by any potential energy disruption in Moody's view
compared to Europe, where energy-intensive industrial manufacturers
such as Wienerberger are dependent on uninterrupted natural gas
supply. In that respect, Wienerberger has disclosed that it has
bought forward a large share of gas and electricity required for
its production in the coming years – 90/92% in 2022, 81%/64% in
2023 and 69%/50% in 2024 for gas and electricity, respectively.
Moreover, the company is not using gas for its piping business,
which contributes almost 30% to group revenue.

The macroeconomic environment became much more uncertain following
Russia's invasion of Ukraine that has further exacerbated cost
inflation and volatility in energy costs. The increase in mortgage
rates driven by high inflation not seen for decades has a potential
to slowdown construction activity, especially in the new-build
segment. However, Moody's current base case does not assume an
economic recession in Europe or a large-scale energy disruption.
Hence, Moody's think Wienerberger can broadly sustain its improved
credit metrics. Moreover, Moody's expect that Wienerberger will
adhere to its conservative financial management and discontinue
share buyback as well as reduce organic and inorganic investments
in case of a large-scale economic turmoil, protecting its liquidity
and credit profile.

Wienerberger's rating is supported by (1) the group's strong market
position as the global leader in clay blocks and Europe's #1
producer of facing bricks, clay roof tiles and ceramic pipes; (2)
reduced business cyclicality as the share of new build construction
exposure was reduced to 49% from 65% over the last decade while
2030 goal is to reduce it further to 40%; (3) regional
diversification across Europe (c. 82% of group sales in Q1 2022)
with a growing contribution from North America (c. 18%) following
the Meridian Brick acquisition in 2021; (4) the financial policy
targeting a moderate level of leverage (net debt/ EBITDA below
2.5x) while the actual leverage is well below that rate (1.5x in Q1
2022) and (5) currently strong Moody's adjusted credit metrics that
provide cushion against market turmoil and a potential slowdown in
new-build construction.

However, the rating is constrained by (1) still significant
exposure to a more cyclical and volatile new-build construction
(49% of group sales); (2) cost inflation, in particular with regard
to energy; (3) high uncertainty concerning broader implications of
the military conflict in Ukraine for the European economy; (4)
target to pay out a progressive dividend to its shareholders
(dividends increased by 25% for 2021) complemented by share
buybacks (up to EUR180 million in 2022); and (5) some event risk in
regards to acquisitions, though considering large spending in 2021
(c EUR0.5 billion) and the current market environment, likely
limited to bolt-on deals only.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Moody's expectations that
Wienerberger can sustain its currently strong credit metrics for
the existing rating, namely gross leverage of around 2.5x and RCF/
net debt around 30%, in the next 12-18 months. Furthermore, the
positive outlook assumes that Wienerberger will maintain its good
liquidity profile.

LIQUIDITY

The liquidity position of Wienerberger is good. The company had
around EUR228 million of cash and cash equivalents at the end of
March 2022 as well as EUR383 million availability under its EUR400
million revolving credit facility maturing in November 2025 plus
EUR79 million of financial assets, which could be easily
liquidated. Wienerberger has a comfortable headroom under its
financial covenants with reported net leverage of around 1.5x in Q1
2022 versus a 3.9x level to be in compliance with its covenant.

On the other side, the company has insignificant debt maturities of
c. EUR150 million and EUR100 million in 2022 and 2023,
respectively, whereas the larger maturities are only due in 2024
(c. EUR320 million) and 2025 (c. EUR450 million).  

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

WHAT COULD MOVE THE RATINGS - UP

Positive rating pressure could arise if:

Moody's adjusted gross debt/EBITDA declines sustainably towards
2.5x and

Moody's adjusted retained cash flow/ net debt sustainably above
30%

WHAT COULD MOVE THE RATINGS -- DOWN

Conversely, negative rating pressure could arise if:

Moody's adjusted gross debt/EBITDA increasing sustainably above
3.5x and

Moody's adjusted retained cash flow/ net debt falling sustainably
below 20%

Negative free cash flow leading to a deterioration in liquidity
profile

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Building
Materials published in September 2021.

COMPANY PROFILE

Headquartered in Vienna (Austria), Wienerberger AG is the world's
largest brick manufacturer and Europe's largest producer of clay
roof tiles as well as a leading supplier of plastic and ceramic
pipes. The group produces bricks, clay and concrete roof tiles,
clay and concrete pavers as well as clay and plastic pipes in 215
production sites operating in 28 countries across Europe, Canada
and the USA. In the last 12 months ended March 2022, Wienerberger
generated revenues of around EUR4.3 billion.  Wienerberger is a
public company listed in Vienna Stock Exchange with a 100% of its
shares in free float, its market capitalisation currently is around
EUR2.8 billion.




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G R E E C E
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DANAOS CORP: Moody's Ups CFR to Ba3 & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Danaos Corporation to Ba3 from B1 and its probability of default
rating to Ba3-PD from B1-PD. Concurrently, the senior unsecured
rating was upgraded to B1 from B3. The outlook has been changed to
stable from positive.

RATINGS RATIONALE

The rating action reflects Danaos' continued strong operating
performance and debt reduction measures, driven by the currently
very strong market demand for container transport, where a capacity
shortage to meet demand has pushed charter rates to unprecedented
levels. With its established position as one of the world's largest
containership charter-owners, Danaos has been able to secure around
90% of revenue during 2022-2024 to considerably higher charter
rates than what it is currently earning. Adding the company's track
record of positive free cash flow (FCF) generation and disciplined
capital spending, Moody's projects key credit ratios that will
position the rating solidly in the Ba3 rating category going
forward. Furthermore, the holding of shares of Zim Integrated
Shipping Services Ltd (ZIM) adds to the liquidity profile.

Notwithstanding the projected strong performance during the next
12-18 months, the market environment for container shipping will
potentially be challenging over the next two years. This could
ultimately have an impact on Danaos performance as the global fleet
growth is expected to outpace the growth of demand for container
transport, which in the end would result in a normalization of
charter rates. Furthermore, the high concentration in terms of
customers, some of which historically has had a relatively low
credit quality and have experienced financial difficulties in the
past, adds to this risk. Moody's notes positively that Danaos has
used the strong environment to reduce debt load substantially,
which has been incorporated in the rating action. This has also
reduced its encumbered asset base.

Danaos has historically had a low maintenance capex of around $3
million - $4 million annually, but the company occasionally invest
in new vessels when opportunities arise. This is evident from the
delivery of six 5,500 TEU vessels that was acquired in July 2021
and six newbuilds that will be delivered in 2024. Moody's expect
the new deliveries in 2024 to be partially debt funded and Moody's
consequently expect a modest increase in leverage in 2024. However,
the Ba3 rating incorporates that Danaos will continue to pursue
such opportunities from time to time when presented to the company.


LIQUIDITY PROFILE

Danaos has good liquidity, with $363 million of cash on balance
sheet as of March 2022, although this will be partly used for the
company's vessel acquisitions. Danaos does not have a revolving
credit facility in place, however Moody's recognizes that besides
cash on balance sheet, the company has access to an unencumbered
holding of 5.7 million ZIM shares and in addition, the release of
encumbered fleet following debt repayments serves as an alternative
source of liquidity. Moody's projects that mandatory debt and lease
amortizations will amount to around $80-140 million annually, which
the company will be able to cover with its strong free cash flow
generation of around $300 million - $600 million annually. The size
of the free cash flow depends on the size of the company's dividend
payments, which remains discretionary given the absence of a formal
dividend policy.

STRUCTURAL CONSIDERATIONS

The company's Ba3-PD PDR is in line with the CFR. This reflects
Moody's standard assumption of 50% family recovery, as is customary
for the structures with the combination of bond and bank financing.
The B1 rating of the bond, reflecting a change in notching to 1
notch instead of 2 notches below the CFR, is driven by a
significant increase in unencumbered assets and a reduction in
secured debt. In more detail, the unencumbered assets are not part
of the mortgages backing the secured debt and the subsidiaries
owning these vessels are not guarantors of the secured debt.
Moody's expects this ratio to remain at current levels going
forward.

RATING OUTLOOK

The stable outlook reflects Moody's expectation of continued
deleveraging helped by currently supportive underlying industry
fundamentals and ongoing debt amortization, but also balanced by
some potential for further debt-funded vessel acquisitions.
Although current key credit metrics points to a higher rating,
Moody's would require the company to show track record of
maintaining these metrics for the next 12-18 months as well as
implementing a more formalized financial policy before considering
further positive rating actions.

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

Prerequisites for further positive rating pressure over the next 12
to 18 months include the introduction of a more formal financial
policy, a commitment to maintaining a more conservative balance
sheet and improved liquidity, in particular a substantial cash
balance absent access to a revolving credit facility. Other factors
that could lead to  positive pressure would be; (1) debt/EBITDA
sustainably below 2x; (2) (funds from operations +
interest)/interest sustainably above 6x; (3) free cash flow
remaining visibly positive; (4) keeping rechartering risk limited
and (5) a well managed debt maturity profile.

Conversely, negative pressure could develop if the company's (funds
from operations + interest)/interest falls to 3x, debt/EBITDA
reaches 3x or free cash flow weakens on a sustained basis. Downward
pressure on the ratings could also result if Danaos experiences
strained liquidity and difficulties in terms of the rechartering of
vessels at adequate rates when contracts expire.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Shipping
published in June 2021.

COMPANY PROFILE

Incorporated in Marshall Islands and with an operational
headquarters in Piraeus, Greece, Danaos is one of the world's
largest containership charter-owners, with a fleet of 71
containerships and an aggregated capacity of roughly 437 thousand
twenty-foot equivalent units. Danaos is listed on the New York
Stock Exchange and its largest shareholder is Coustas Family Trust
with a share close to 44%. The company generated around USD690
million of revenues in 2021.




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I T A L Y
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KEPLER SPA: S&P Assigns 'B-' LongTerm ICR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term issuer credit rating
to Italian contract manufacturing organization Kepler SpA
(Biofarma) and its 'B-' issue rating to the issued EUR345 million
senior secured floating-rate notes.

The stable outlook reflects S&P's view that Biofarma has sufficient
rating headroom within its credit metrics, good deleveraging
prospects, and generate annual free operating cash flow (FOCF) of
EUR15 million or higher.

The final ratings on the notes are in line with the preliminary
ratings S&P assigned on May 3, 2022.

The final amount of the issued senior secured floating rate notes
is in line with the EUR345 million originally proposed. The margin
on the notes is 5.75%. There are no material changes to the final
debt documentation since S&P's original review, or to our
forecasts.

The nutraceutical industry is fragmented and represents a
relatively new, niche segment within the larger consumer health
products industry. In 2021, Biofarma generated more than 80% of its
EUR207 million in revenue from the development and production of
nutraceuticals. S&P deems the industry fragmented, competitive, and
niche, and subject to consolidation trends as larger CDMOs tend to
acquire smaller providers. The company holds leading position in
some core nutraceutical markets, such as Italy, where it generates
about 55% of its total sales and where it enjoys an approximately
18% market share at the end of 2021, according to management
estimates. The industry is characterized by positive underlying
market trends, indicating the potential for the group's future
growth. Biofarma expects its core European markets (including
Italy, Spain, the U.K., France, and Germany) to grow at an
approximately 5.0% compound annual rate between 2021 and 2025. This
is mainly driven by the increasing popularity of nutraceuticals and
the use of health supplements thanks to raising consumers awareness
around the ability of these products to support the prevention of
diseases. Biofarma's prospects are enhanced by the increasing
outsourcing trend among big pharmaceutical (such as Sanofi and
Alfasigma for example) and consumer health companies (including
Nestlé and Reckitt Benckiser) that are continuously looking to
diversify their product offerings to find alternative and
profitable revenue streams. S&P considers Biofarma well-placed to
answer those needs by offering research and development (R&D)
services and in-house manufacturing capabilities, which are not
seen as core activities by its larger customers. According to the
group, the average European outsourcing rate in 2020 was 66%, with
Italy (the No. 1 country as a percentage of the group's sales) and
Spain holding the highest outsourcing rates across the board at
75%. The group expects the average European outsourcing rate to
continue to increase and reach 71% by 2025.

Biofarma enjoys a 29% market share in the fast-growing European
probiotic market. The group generates a significant portion of its
sales from the development and manufacturing of probiotics, a
premium niche segment of the nutraceutical market characterized by
higher manufacturing complexity, thus allowing higher-than-average
profitability. S&P said, "We acknowledge that the group is
strengthening its leading position in the production of probiotics
in Western Europe, with the expansion of its regional market share
to 25% in 2021 from about 19% in 2019, according to management. We
believe that Biofarma's market position is supported by solid
internal know-how and manufacturing capabilities, which have
allowed it to increase volumes and penetrate new markets, such as
India. We view Italy as the largest and most advanced probiotic
market as it accounts for 13% of the EUR3.1 billion Italian
nutraceutical market." This is because of the relatively high
awareness of the health benefits of probiotics and the active role
pharmacies and doctors play in recommending them.

Biofarma's R&D helps strengthen its relationship with customers and
increase switching costs. Biofarma's value proposition is
anticipating market trends and client needs by leveraging its
internal R&D capabilities. Its portfolio of differentiated
technologies includes innovations such as microencapsulation and
dry-cap--a technology that keeps the powder and liquid components
of a product separated, thus increasing stability and shelf-life.
Biofarma's portfolio also includes over 85 patents and 70
trademarks, further enhancing its value proposition. Its R&D
department relies on a team of more than 60 people (including 20
people for regulatory services) who work on clinical studies and
formulation to support product claims (like health benefits).
Biofarma differentiates itself by co-developing its products with
customers, which reduces the failure rate of new projects (95% of
projects are finalized) and supports its longstanding client
relationships of seven years, on average. In S&P's view, the
innovative solutions provided by Biofarma should grant it a
stronger negotiating position as pharma companies are willing to
pay a premium to have top-edge technological products.

Biofarma is a strategic partner for most of its customers, thanks
to its regulatory capabilities. It benefits from exclusivity
contracts, and is the sole supplier of five of the top 10 probiotic
products in Italy. Average churn rate is very low considering
relatively high switching costs due to the innovative features of
the group's products and time required for a new producer to obtain
the relevant certifications. S&P said, "We also understand that the
nutraceutical market, regulated by the European Food Safety
Authority, could be subject to stricter regulations. We believe
that Biofarma is better positioned than its peers to face a more
stringent regulatory standard, thanks to its internal know-how,
pharma-like manufacturing equipment (a portion of one of its plants
was approved by the AIFA, the Italian equivalent of the U.S. Food
and Drug Administration), and its quality-control systems."

S&P said, "Biofarma enjoys sound profitability, with our
expectation of S&P Global Ratings adjusted EBITDA margins of
23.5%-24.5% over 2022-2023. Because the group has mainly grown
through acquisitions, we have limited track-record of Biofarma's
organic operating performance on a like-for-like basis. In 2021,
the group posted an S&P Global Ratings-adjusted EBITDA margin in
the range of 18.0%-18.5% (before the IHS acquisition). We expect
that this will increase to about 23.5%-24.0% in 2022, supported by
anticipated organic volume growth as well as the ability to raise
sales prices to more than offset the input cost increase. The
improvement is also explained by the accretive effect coming from a
positive product mix thanks to the integration of the recently
acquired IHS. IHS, acquired in January 2022, is a company involved
in the research and development of medical devices (as per the
group's definition), with total annual 2021 sales of about EUR26
million and a reported EBITDA margin of about 33%. Following IHS'
integration, the medical devices segment is set to account for more
than 20% of total sales in 2022, up from 18% in 2021. Moreover, we
note that for 2022, Biofarma has already offset 90% of the cost
increase it anticipates with higher sales prices. Therefore, we
believe the current inflationary environment should not have a
material impact on the group's profitability. Margin development
will also depend on Biofarma's ability to successfully extract
synergies from its acquisitions, primarily in procurement and
production insourcing."

Biofarma has limited size and geographical diversity, with 55% of
its EUR205 million revenues generated in Italy in 2021.The rest of
its exposure is to the rest of Europe, with 36% of sales, and a
minor contribution from Asia and the U.S. Therefore, the group is
largely exposed to Europe, where it generates about 91% of its
sales. Moreover, it operates through four manufacturing plants, all
in the North of Italy, limiting its manufacturing footprint. The
concentration of revenues in Italy exposes Biofarma to changes in
the Italian economic, political, and regulatory framework that
could lead to volatility in earnings. Additionally, Biofarma has
low exposure to emerging markets, which accounted for about 2.5% of
the group's 2021 sales. S&P said, "Although we understand that
these markets could represent business opportunities for the group,
we see risks associated with its expansion in these markets, given
different regulatory frameworks in new jurisdictions, different
competitive dynamic, and lower level of penetration of
nutraceutical products. For example, we acknowledge that the group
recently encountered delays in obtaining approval in India for the
commercialization of Esoxx, a treatment for gastroesophageal
reflux."

Overall, the group enjoys good diversity in terms of therapeutic
areas and customer base. Its offerings range across three distinct
business units: health supplements, medical devices, and cosmetics,
which account for 64%, 21%, and 15% of the group's total sales in
2021, respectively, on a pro forma basis including IHS. On top of
the segment diversification, the group operates in diverse
therapeutic areas, including gastroenterology, musculoskeletal
disorders, women's well-being, cardiometabolic disorders, skin
care, and immunology, with good exposure to each area. S&P said,
"We see some concentration in the gastroenterology therapeutic
area, which is explained by Biofarma's expertise in probiotics.
There is also good diversification in the product base, as we
estimate the group's top 10 selling products account for less than
20% of total sales in 2021, and the No. 1 product accounting for
just over 4%. Finally, we note that there is no significant
concentration on a single client, with the top three customers
accounting for 28% of 2021 sales. We take a positive view of this
degree of diversification as it reduces the risk of big top-line
swings as there is no dependence on a single customer."

Biofarma operates in a relatively newly established market, with a
limited track record of operating performance on a like for like
basis and a need to develop new products and expand into new
markets. Although attractive, the nutraceutical market is
relatively new, which leads to a lower level of acceptance of
certain niche products, such as probiotics, in less mature markets.
Biofarma's business is driven by the need to develop new products
and expand into new markets, bringing about execution risks. Future
growth depends on the group's ability to develop, manufacture, and
successfully commercialize new products in a timely manner. S&P
said, "We also acknowledge that Biofarma has primarily grown
through strategic acquisitions in recent years, and we need to
observe evidence of continued revenue growth on an organic basis.
Biofarma is the result of a consolidation strategy that started in
2017 with Nutrilinea completing five bolt-on acquisitions including
Pharcoterm in 2018, and Apharm and Claire in 2019. On Jan. 28,
2022, the group acquired IHS, an Italian company focused on medical
devices' R&D. We believe the group may continue to pursue
small-medium size acquisitions, which could slow the expected
deleveraging trend and increase execution risks and integration
costs."

S&P said, "We expect Biofarma to report positive recurring cash
flow, with annual FOCF, in the EUR15 million-EUR25 million range
during 2022-2023.Over the past three years, total annual capital
expenditure (capex) remained at about 7.0%-10.0% of sales,
including 5.0%-6.5% of growth and R&D capex and 1.5%-2.5% of
maintenance capex, leading to an amount of EUR15 million-EUR17
million per year. Growth capex mainly related to increased capacity
and R&D investments for innovative projects such as
microencapsulation, for example. As a result, we believe the
group's past expansionary capex should enable to accommodate higher
volume growth without the need of further material investments. We
therefore expect capex to remain broadly stable compared with past
years at about EUR16 million-EUR18 million per year (5.5%-6.5% of
total sales), despite an expected top line compound annual growth
rate of about 14% between 2022 and 2025, supporting healthy FOCF
generation. That being said, we expect higher working capital
requirements (especially for inventories) to support growth and new
projects, which is common for CDMOs. However, the small size of the
required investments for each project and the geographical
concentration of its manufacturing capabilities mitigates the
annual swings in working capital, in our view.

"Under our base case, we estimate that Biofarma will post adjusted
debt to EBITDA of close to 7.5x at year-end 2022 and approaching
7.0x in 2023. We deem the group's capital structure highly
leveraged, as its adjusted leverage ratio should stay well above
5.0x over the next 12-18 months. Our adjusted debt figure includes
the EUR345 million senior secured floating rate notes, our estimate
of about EUR4 million of factoring liabilities, and limited lease
liabilities. Also included in our adjusted debt computation are the
subordinated debt instruments that include the EUR106 million PIK
loan and the EUR37.5 million vendor loan (plus accrued interest).
The latter has been granted by the original shareholder, Victoria
HD, for the acquisition of one of the manufacturing plants that the
group had previously leased from them. We anticipate that the
accruing nature of the interest on the subordinated debt will
partly limit the deleveraging. However, deleveraging is supported
by our expectation of an EBITDA increase due to organic volume
growth, the ability to raise sales prices, and achievement of
anticipated synergies.

"The stable outlook on Biofarma reflects our view that the group
will continue to grow in its reference market by successfully
integrating its latest acquisition and pursuing its strategy of
penetrating new markets. In our view, this should result in
expansion of margins in the 23%-24% range over 2022-2023 and
support a deleveraging trend toward 7x in the next 12-18 months.

"We could take a negative rating action if we observe a significant
deterioration in Biofarma's operating performance, with it
materially deviating from our base case. This would result in
negative FOCF generation and its leverage ratio staying higher than
7.5x on a sustainable basis, such that we deem the capital
structure unsustainable. This could happen if the group experienced
a significant contraction in volumes, with key customers not
compensated by the contribution from new high-margin projects or if
the group pursued a material debt-funded acquisition.

"We could consider a positive rating action if Biofarma
demonstrates the capacity to deleverage with the expectation of
adjusted debt to EBITDA approaching 5.0x on a sustainable basis,
while generating high profit margins and positive FOCF. This would
most likely happen if the group achieved greater organic expansion
of its product portfolio than we expect, thanks to the realization
of cross-selling opportunities and expansion into new countries."

Environmental, Social, And Governance

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

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Kepler, as is the
case for most rated entities owned by private-equity sponsors. We
believe that the group's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of the controlling owners. This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns."




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L U X E M B O U R G
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ENDO LUXEMBOURG I: Moody's Cuts CFR to Caa3, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of Endo Luxembourg
Finance I Company S.a.r.l., and other subsidiaries of Endo
International plc (together, "Endo"). The Corporate Family Rating
was downgraded to Caa3 from Caa1 and the Probability of Default
Rating was downgraded to Ca-PD from Caa1-PD. Moody's also
downgraded the ratings on the company's senior secured debt to Caa2
from B3, and the unsecured ratings to C from Caa3. Moody's
downgraded the secured 2nd Lien Regular Bond/Debenture, to Ca from
Caa2. There is no change to the SGL-3 Speculative Grade Liquidity
Rating. The rating outlook was revised to stable from negative.

"The downgrades reflect Moody's view that Endo's probability of
default, including the potential for a distressed exchange-type of
restructuring, is very high over the near term," said Vladimir
Ronin, Moody's lead analyst for the company.

"At current levels of performance, with significant erosion in
Vasostrict franchise, ongoing cash outflows related to various
legal proceedings, and exposure to a material opioid-related
litigation settlement, Endo's capital structure is untenable.
However, meaningful recovery value will still likely be afforded to
the first lien secured creditors in a pre-emptive restructuring
given the value of company's branded franchises, sizable generics
business and company's meaningful cash balance," added Ronin.

The stable rating outlook factors in Moody's expectations that Endo
will continue to face challenges in stabilizing and improving
operating performance, but that ratings now reflect assumed
recovery levels under an anticipated pre-emptive restructuring
scenario with a likely reduced forward debt burden being better
accommodated by current and prospective operations.

Governance considerations were a material factor in this rating
action. Moody's believes the risk of a settlement to resolve all
outstanding opioid litigation by the end of 2022 is high, as other
defendants have neared final global resolution of their exposures.
Endo's flexibility to absorb this risk is weak, given its high
financial leverage and operational headwinds. A settlement
involving cash outflows will likely result in a distressed
exchange, given company's ongoing operating challenges and weak
credit metrics.

Downgrades:

Issuer: Endo Luxembourg Finance I Company S.a.r.l.

Corporate Family Rating, to Caa3 from Caa1

Probability of Default Rating, to Ca-PD from Caa1-PD

Backed Senior Secured Bank Credit Facility, to Caa2 (LGD2) from B3
(LGD3)

Senior Secured Bank Credit Facility, to Caa2 (LGD2) from B3
(LGD3)

Backed Senior Secured 1st Lien Regular Bond/Debenture to Caa2
(LGD2) from B3 (LGD3)

Issuer: Par Pharmaceutical Inc.

Backed Senior Secured Regular Bond/Debenture, to Caa2 (LGD2) from
B3 (LGD3)

Issuer: Endo Finance LLC

Senior Secured Regular Bond/Debenture, to Caa2 (LGD2) from B3
(LGD3)

Senior Unsecured Regular Bond/Debenture, to C (LGD5) from Caa3
(LGD6)

Backed Senior Unsecured Bond/Debenture, to C (LGD5) from Caa3
(LGD6)

Backed Secured 2nd Lien Regular Bond/Debenture, to Ca (LGD4) from
Caa2 (LGD5)

Outlook Actions:

Issuer: Endo Luxembourg Finance I Company S.a.r.l.

Outlook, Changed to Stable from Negative

Issuer: Par Pharmaceutical Inc.

Outlook, Changed to Stable from Negative

Issuer: Endo Finance LLC

Outlook, Changed to Stable from Negative

RATINGS RATIONALE

Endo's Caa3 Corporate Family Rating reflects company's weak
operating performance as earnings will continue to decline
following Vasostrict's, Endo's largest product, which contributed
roughly 30% to Endo's earnings in 2021, loss of exclusivity.
Furthermore, Moody's anticipates ongoing headwinds in the company's
generics business due to continued pricing pressure. Endo's current
capital structure is unsustainable, prompting Moody's expectation
of a rising likelihood of near-term restructuring. The company's
rating is supported by sizable scale, growth potential of Xiaflex
and Qwo franchises, and its balanced business mix between branded
and generic drugs. However, revenues from new products will not be
sufficient to offset Vasostrict declines. Endo's adequate liquidity
is supported by high cash balance.

The SGL-3 Speculative Grade Liquidity Rating is supported by Endo's
unrestricted cash, which was approximately $1.4 billion as of March
31, 2022. Moody's expects that Endo will be cash flow consumptive
over the next 12 months, when accounting for litigation payments.
As of March 31, 2022, Endo has approximately $277 million of
revolver borrowings under its $1 billion revolver. A portion of the
revolver is subject to a 4.5x secured net debt to EBITDA covenant
that springs with any more borrowings than it currently has. Endo's
compliance is diminishing given shrinking EBITDA through 2022 and
beyond. $75 million of Endo's revolver commitments will continue to
expire in 2024, and the remainder extended into 2026.

ESG CONSIDERATIONS

Endo's ESG Credit Impact Score is Very Highly Negative (CIS-5).
This reflects Endo's high exposure to opioid litigation, some drug
pricing exposure primarily in its branded segment and high
manufacturing compliance standards. Governance risk considerations
are very highly negative because Endo operates with very high
leverage and faces risk of material future cash outflows to resolve
its litigation exposures, likely resulting in a distressed
exchange.

Endo faces neutral-to-low environmental risk exposures (E-2), with
no significant environmental exposures that are materially
different than the pharmaceutical industry norm.

Endo faces very highly negative social risk exposures (S-5). These
include significant legal exposures related to its sales of branded
and generic opioid drugs. Endo and its subsidiaries are named
defendants in various lawsuits including those from US cities,
states, and counties, alleging deceptive promotion of branded
opioid products and downplaying the risks of opioid use. Endo's
exposure primarily relates to its previously promoted branded
opioid products, Opana ER and Percocet/Endocet. Endo no longer
promotes any opioid products. Additionally, Endo faces
industry-wide risk exposures related to policy risk, high
manufacturing compliance standards, as well as drug pricing risk in
the US, reflecting on-going pressure from government and commercial
payors to reduce healthcare costs.

Endo faces very highly negative governance risk exposures (G-5), a
revised score, which was previously (G-4), signifying highly
negative risk exposures. These include the company's high financial
leverage and weakening credit metrics coupled with company's
significant legal exposures related to its sales of branded and
generic opioid drugs, likely resulting in a capital structure that
is untenable.

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

Ratings could be downgraded if estimated recovery values
deteriorate further. Although unlikely in the near term, the rating
could be upgraded if there is reduced credit risk related to the
impact of opioid-related legal matters. Material improvement in
revenue and earnings growth, would also be needed to support an
upgrade. Quantitively debt/EBITDA will need to approach 6.0x.

Headquartered in Luxembourg, Endo Luxembourg Finance I Company
S.a.r.l. is a subsidiary of Endo International plc, which is
headquartered in Dublin, Ireland. Endo is a specialty healthcare
company offering branded and generic pharmaceuticals. Endo's
reported revenue for the twelve months ended March 31, 2022 was
approximately $2.9 billion.

The principal methodology used in these ratings was Pharmaceuticals
published in November 2021.




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

AMSTERDAM TRADE: Goes Bankrupt Following US, UK Sanctions
---------------------------------------------------------
Jacob Atkins at Global Trade Review reports that the writing was on
the wall for the Amsterdam Trade Bank (ATB) when, after being
sanctioned by the US in early April over its Russian ownership,
Microsoft yanked the company's and staff's access to their email
accounts.

According to GTR, the decision by the US software giant and notice
of a similar planned move by Amazon, which provided cloud services
to the Dutch lender, and other technology providers show how
sanctions can cripple a bank's operations beyond the ramifications
for its links to the financial system.

A Dutch court placed the bank -- described at the time as a solvent
and "healthy" business -- in the hands of bankruptcy trustees on
April 22, weeks after the US and UK imposed sanctions on the lender
and its Russian parent company, Alfa Bank, GTR relates.

ATB said at the time that "the majority of the bank's
counterparties" felt they could no longer do business with the
lender, founded in 1994 and which was until recently focused on
commodities and shipping finance, GTR notes.

The bankruptcy was preceded by a previously undisclosed attempt to
sell the bank to an undisclosed buyer, according to a May 23 report
filed by the trustees with the Dutch Central Insolvency Register,
GTR states.  The deal fell apart on the evening of April 21,
according to the report, and by the following night, the lender was
in the hands of the trustees, GTR discloses.

The trustees, from law firm Stibbe, had to take legal action in the
Dutch courts to get hold of the company's internal emails and
records from Microsoft and prevent the expected loss of access to
documents stored by Amazon, which had given notice that it would
withdraw its cloud storage services, GTR relays.  Job van Hooff,
one of the trustees, tells GTR that Amazon quickly co-operated
while a court ordered Microsoft to grant the trustees access.

The US Office of Foreign Assets Control (OFAC) specifically
designated ATB a sanctioned entity in mid-April, making the lender
one of a large group of overseas subsidiaries of Russian banks that
have been cut off from the western financial system since President
Vladimir Putin ordered an invasion of Ukraine in late February, GTR
recounts.

ATB's demise was the first instance of a Dutch bank being
bankrupted by sanctions rather than financial insolvency, GTR
relays, citing Sebastiaan Bennik, an Amsterdam lawyer specialising
in sanctions and export controls.


GLOBAL UNIVERSITY: S&P Affirms 'B-' LT ICR, Outlook Negative
------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on Global University Systems Holding B.V. (GUS). S&P also affirmed
the 'B-' issue rating on the group's EUR1.0 billion term loan B,
issued by Markermeer Finance B.V. The recovery rating on the term
loan is unchanged at '3'.

The negative outlook reflects a one-in-three possibility of a
downgrade in the next 12 months if GUS's management does not make
progress in addressing its governance shortfalls and S&P thinks
that these shortfalls continue to pose material event risk.

S&P said, "Our ratings remain constrained by our assessment of GUS'
management and governance risks. We have analyzed GUS' governance
practices in the context of our management and governance framework
and have identified a track record of shortfalls that in our view,
increase event risk. GUS has taken some positive steps, including
expanding the board by appointing two new nonexecutive directors
and providing accounts audited by a new auditor (Grant Thornton)
for the fiscal year ended Nov. 30, 2020, and for the 18-month
period ended May 31, 2021, with no qualifications. In addition,
there have been no changes in the senior financial team over the
past year, following a period of changes.

"We believe it is critical that GUS builds a consistent track
record of good corporate governance practices that promote
independence of the board and management. The Group is ultimately
controlled by The Heritage Trust, whose ultimate beneficiaries are
not publicly disclosed. The fact that the chairman of the board is
not currently independent raises potential governance issues in
terms of conflicts of interest. GUS' CEO is also the chairman of
the board, which, in our opinion, means that corporate
decision-making could prioritize the interests of the controlling
owner above those of other stakeholders. Neither GUS' chief
financial officer nor its group finance directors have ever been
part of the board. We believe that governance standards and
communication could also be improved, including communication about
transitions between different auditors and fiscal year ends, and
about the management of cash balances. For example, GUS has drawn
GBP106.5 million from its revolving credit facility (RCF), 89% of
the RCF, despite having cash balances of about GBP400 million as of
Feb. 28, 2022.

"GUS' academic and professional segments have shown some resilience
to the COVID-19 pandemic, but the recruitment services business
continues to see an impact. We expect the academic and professional
segments to deliver revenue growth of about 16%-18% in the fiscal
year (FY) ending May 31, 2022, supported by past acquisitions and
growth in student enrolment in GUS' own institutions. The
improvement in these segments was in evidence during the pandemic,
as GUS successfully transitioned the courses it manages directly to
a hybrid model, allowing students the flexibility to choose between
on-campus or online learning. (This excludes courses requiring the
students' physical presence, such as medical schools in the
Caribbean.) The group's diversification by country, discipline, and
student domicile allows it to reach a wider student base, providing
revenue stability. GUS' brands, flexible timetables, and digital
capabilities should enable it to retain and attract students,
providing some degree of revenue visibility. We continue to see the
higher education market as fragmented and competitive. We also note
that although enrolment data from GUS's partner institutions show
positive developments in terms of students returning to study
following the pandemic, we do not project that the market will
return to pre-pandemic levels until 2024.

"GUS' financial performance supports slow deleveraging, but
profitability and cash flow remain under pressure. We continue to
assess GUS' financial risk profile as highly leveraged. This
reflects our expectation of funds from operations (FFO) to debt
below 12%, adjusted leverage of about 6.9x (8.1x without netting
cash), and adjusted EBITDA to cash interest marginally above 3.0x
in FY2022. We also believe that a significant contraction in
recruitment services revenue and increased spending on marketing
and staff due to inflationary headwinds will affect the group's
profitability in FY2022. While the recruitment services business is
relatively small in absolute revenue terms--less than 10% of total
revenue in 2022--its margins are highly lucrative at close to
45%-50%. After accounting for higher capital expenditures (capex)
of around GBP50 million and working capital outflows of around
GBP40 million in FY2022, we forecast modest, albeit positive,
reported free operating cash flow (FOCF) of around GBP10 million in
FY2022. We acknowledge that GUS' business model is low in capital
intensity, leading to some flexibility in expansion capex.

"GUS' trade receivables balance remains high, reflecting the longer
instalment periods available for students. We see the recruitment
services business as an area of risk, as it has seen large working
capital swings and limited visibility of cash conversion in the
recent past. GUS continues to have high receivables outstanding of
GBP326 million that represented around 57% of its revenue in the
12-month period ended Feb. 28, 2022. We understand that receivables
increased in 2022 owing to growth in enrolments in undergraduate
programs and higher enrolments of international students in GUS'
public private partnership in Canada. The high receivables balance
also reflects the longer credit periods GUS extended to students
during the pandemic as students deferred their course start dates
because of mobility restrictions and delays in obtaining visas.
Trade receivables increased substantially to GBP393 million in the
12-month period ended Aug. 31, 2021, representing around 79% of
revenue. This ultimately led to the expansion of GUS' working
capital. We have since seen a partial unwinding of the high working
capital position in the second quarter of FY2022 and the third
quarter of FY2022 as some of the students who deferred their
joining dates started their courses and paid their tuition fees. We
expect this development to continue well into the fourth quarter of
FY2022. However, in our view, it will not be sufficient to reverse
the negative trend in working capital, and we forecast an outflow
of around GBP40 million in FY2022. Furthermore, in line with the
trend in the higher education sector, we also expect a higher
student dropout rate during the course-deferral period, ultimately
leading to the write-off of some receivables. We believe, however,
that GUS has adequate cash resources to absorb these potential
losses.

"The negative outlook indicates a one-in-three possibility of a
downgrade in the next 12 months if GUS' management does not make
progress in addressing its governance shortfalls and we believe
that these shortfalls continue to pose material event risk. We
expect GUS' adjusted leverage to decline to about 6.0x in FY2023
(7.1x without netting cash), alongside positive FOCF.

"We could lower the ratings on GUS if we conclude that its
governance framework increases event risk or that its financial
transparency is weak. Furthermore, we could lower the ratings if
GUS reported persistently negative FOCF that could lead to
increased leverage and raise doubts about the sustainability of its
capital structure.

"A stable outlook would hinge on greater financial transparency;
the timely release of the audited accounts for FY2022 with no
material qualifications; and a track record of addressing the
governance issues described above with consistent communication. In
addition, a stable outlook also depends on GUS generating strong
and growing FOCF of around GBP100 million per year."

ESG credit indicators: E-2, S-3, G-5




===============
P O R T U G A L
===============

THETIS FINANCE 2: S&P Affirms 'B-' Rating on Class E Notes
----------------------------------------------------------
S&P Global Ratings affirmed its 'A- (sf)', 'BBB (sf)', 'B- (sf)',
and 'CCC (sf)' credit ratings on Ares Lusitani - STC, S.A. (Thetis
Finance No. 2)'s class B, C, E-Dfrd, and F-Dfrd notes,
respectively. At the same time, S&P raised to 'AA (sf)' from 'AA-
(sf)' and to 'BB+ (sf)' from 'BB- (sf)', its ratings on the class A
and D-Dfrd notes, respectively.

S&P said, "We removed the under criteria observation (UCO)
identifier from the ratings on the class C to F-Dfrd notes, where
we placed them following the publication of our revised criteria
for rating global ABS.

"While our ratings on the class A to C notes address the timely
payment of interest and the ultimate payment of principal, our
ratings on the class D-Dfrd to F-Dfrd notes address the ultimate
payment of interest (even when the tranche is the most senior) and
the ultimate repayment of principal by the legal maturity date. In
this transaction, there is no compensation mechanism that would
accrue interest on deferred interest, although we consider this
feature common in the Portuguese market.

"The rating actions follow our review of the transaction's
performance and the application of our current criteria. They
reflect our assessment of the payment structure according to the
transaction documents."

The transaction closed in July 2021 and has a three-year revolving
phase, during which the issuer may add new eligible receivables
into the pool if the portfolio conditions are satisfied. Once the
revolving period ends, there is an initial sequential amortization
period until the rated notes' credit enhancement is at least 1.2
times the initial credit enhancement. Afterwards, the transaction
amortizes pro rata, provided that the sequential redemption events,
mainly driven by the cumulative gross loss ratios, do not take
place.

S&P said, "Given the relatively short time elapsed since closing
and the similarity of pool compositions between the latest investor
report and the closing pool, although we observe a positive
performance in terms of delinquencies, we kept our assumptions in
terms of gross loss base case and multiple unchanged at 11.72% and
3.75x at 'AA', respectively.

"With the introduction of our revised criteria for rating global
ABS, we apply a different approach in terms of recoveries. We now
first size a recovery base case, which we then haircut to achieve
the stress recovery rates for the different rating categories.
Therefore, we now size a recovery base case at 40%, aligning the
recovery rate at the 'A' rating level with the closing recovery
rate assumption when we apply the haircuts. We haircut the above
recovery rate base case with the set of haircuts listed below.
Overall, our revised approach in estimating recoveries results in a
slightly more stressful scenario for higher-rated classes and is
slightly more beneficial for lower-rated classes."

  Table 1

  Haircuts Above The Base Case

  RATING HAIRCUT (%)

  AAA       42.00
  AA        32.00
  A         24.00
  BBB       19.00
  BB        14.00
  B          9.00s

  Table 2

  Credit Assumptions

  PARAMETER                         CURRENT

  Gross loss base case (%)            11.72
  Recovery base case (%)              40.00
  Gross loss multiple ('AA')           3.75
  Gross loss multiple ('A-')           2.46
  Gross loss multiple ('BBB')          1.88
  Gross loss multiple ('BB+')          1.75
  Gross loss multiple ('B')            1.38
  Stressed recovery rate ('AA') (%)   27.20
  Stressed recovery rate ('A-') (%)   31.10
  Stressed recovery rate ('BBB') (%)  32.40
  Stressed recovery rate ('BB+') (%)  33.40
  Stressed recovery rate ('B') (%)    36.40

  N/A--Not available.

S&P said, "Our operational and legal analysis is unchanged since
closing. We consider that the transaction documents adequately
mitigate exposure to counterparty risk from Credit Agricole
Corporate and Investment Bank S.A., as the issuer's general account
bank provider; from Citibank Europe PLC, as the payment account
bank provider; and from Credit Agricole Consumer Finance S.A, as
the liquidity facility provider, up to an 'AAA' rating level,
respectively; and from Credit Agricole Consumer Finance S.A, as
swap counterparty, up to an 'AA+' rating level.

"Our cash flow analysis indicates that the available credit
enhancement for the class A to C notes is sufficient to withstand
the credit and cash flow stresses that we apply at the 'AA', 'A-',
and 'BBB' rating levels, respectively. Therefore, we have raised to
'AA (sf)' from 'AA- (sf)' our rating on the class A notes. At the
same time, we affirmed our class B and C notes at 'A- (sf)' and
'BBB (sf)', respectively.

"We raised to 'BB+ (sf)' from 'BB- (sf)' our rating on the class
D-Dfrd notes. Our rating on the class D-Dfrd notes diverted from
the rating result under our cash flow analysis, as we considered
their overall credit enhancement and their position in the capital
structure.

"The class E-Dfrd and F-Dfrd notes do not pass any of our cash flow
stresses. We performed a steady state cash flow scenario
considering mild stresses for these notes (applying an actual level
of fees, prepayments, and margin compression). We believe the class
E-Dfrd notes are not dependent upon favorable business, financial,
or economic conditions to be repaid, according to our criteria for
assigning 'CCC+', CCC, 'CCC-', and 'CC' ratings. Therefore, we
affirmed our 'B-' rating on the class E-Dfrd notes. We believe the
class F-Dfrd notes are dependent upon favorable business,
financial, or economic conditions to be repaid, according to our
criteria for assigning 'CCC+', CCC, 'CCC-', and 'CC' ratings.
Therefore, we affirmed our 'CCC' rating on the class F-Dfrd notes.
In our rating decision for the class E-Dfrd and F-Dfrd notes, we
considered the credit enhancement available for these notes and
their relative position in the capital structure.

"Although the structure pays pro rata from the start of
amortization, it incorporates a sequential redemption event which,
once breached, is irreversible. We have considered additional tests
under cash flow analysis simulating back-loaded defaults to assess
the impact of concentrated defaults later in the life of the
transaction and using late recession to simulate the effect of pro
rata amortization under the notes."




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

SBERBANK: Removed by EU Commission from Swift Banking Network
-------------------------------------------------------------
Benoit Theunissen at Delano reports that the European Union's
latest sanctions have removed Sberbank, Russia's largest bank, from
the Swift banking network, considered to be the toughest response
yet.

The European Commission has filed its sixth package of sanctions
against Russia, including an oil embargo, and will exclude three
Russian banks from the Swift financial messaging network, including
Sberbank, Delano relates.

"Sberbank is the largest Russian bank, with 37% of the Russian
banking sector. So it is a good thing that we are now excluding
Sberbank from Swift," Delano quotes commission president Ursula von
der Leyen as saying on the evening of May 30.

According to Russian central bank data, Sberbank is Russia's
largest systemic bank, with assets under management of RUR37.5
trillion. The bank has about 100m customers in its domestic
market.

In the wake of the announcement of the new EU sanctions package,
Sberbank said on May 31 that the sanctions would have no impact on
its operations, Delano relates.

"Cutting off Swift does not change the current situation in
international settlements.  Russian operations are not dependent on
Swift and will be carried out by the bank in standard mode," The
bank, as cited by Delano, said in a press release.

EU joins US and UK
In its third set of sanctions against Russia, concluded on March 2,
the EU executive had already prevented seven Russian financial
institutions from participating in the Swift network, namely Bank
Otkritie, Novikombank, Promsvyazbank, Rossiya Bank, Sovcombank,
Vnesheconombank (VEB) and VTB Bank, Delano discloses.

On April 6, the United States and the United Kingdom jointly
decided to add Sberbank to their respective sanctions lists, Delano
relays.  On May 8, the US extended its sanctions to eight Sberbank
executives, Delano notes.

A few days after Russia's invasion of Ukraine, Sberbank announced
that it was leaving the European market following the bankruptcy of
several of its subsidiaries, Delano recounts.  On Feb, 28, the
European Central Bank (ECB) reported that Sberbank Europe, the
European subsidiary of the Russian bank domiciled in Austria, was
bankrupt or likely to be, Delano states.  Sberbank Europe had
experienced massive deposit withdrawals, deteriorating its
liquidity position, Delano relays.  In addition to its parent
company in Austria, Sberbank Europe has subsidiaries in Croatia and
Slovenia.


[*] RUSSIA: Misses US$1.9MM Interest Payments, Triggers CDS
-----------------------------------------------------------
Giulia Morpurgo and Laura Benitez at Bloomberg News report that
Russia was judged to have breached the terms on a bond after
missing a US$1.9 million interest payment and triggering an
insurance payout potentially worth billions of dollars.

According to Bloomberg, the Credit Derivatives Determinations
Committee said a "failure-to-pay" event occurred on credit-default
swaps because Russia didn't include the additional interest in a
late bond payment made at the start of last month.

The trigger is a boon for those that entered into a popular trade
pitched by banks in the weeks following Russia's Feb. 24 invasion
of Ukraine -- the so-called basis trade where investors buy both
the bonds and credit default swaps, Bloomberg states.  The debt in
question has already matured, so holders stand to be paid twice --
first on the notes themselves and again on the insurance, Bloomberg
notes.

The ruling comes as Russia struggles to stay current on its foreign
debt payments amid sweeping sanctions over its invasion of Ukraine,
Bloomberg relays.

While a comparatively small amount, the missed interest will
trigger all of Russia's outstanding credit default swaps, with the
final amount likely to be set at auction, Bloomberg says.
Credit-default swaps covered a net US$1.5 billion of Russian debt
in total as of the end of last month, according to the Depository
Trust & Clearing Corp., Bloomberg notes.  That compares with US$3.2
billion at the end of April, Bloomberg states.

At the same time, a failure to pay US$1.9 million isn't sufficient
to trigger a cross-default across other instruments.  The minimum
threshold is an amount of at least US$75 million, according to
documents for other Russian eurobonds and reviewed by Bloomberg.

After the invasion, investors piled into Russia's credit default
swaps, while also buying the beaten-down government or corporate
debt the swaps are tied to, Bloomberg recounts.

The credit committee's latest review stems from a delay on the
repayment of a bond at maturity, in early April, Bloomberg states.

Russia's initial attempt to transfer rubles on the note was ruled a
"potential failure-to-pay" event by the CDDC, Bloomberg relays.
But that eventually came to nothing as Russia sent dollars through
to investors with days remaining before the end of a 30-day grace
period on May 4, according to Bloomberg.

It was during that grace period that the US$1.9 million the
committee was considering on June 1 accrued, Bloomberg notes.




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

AUTO ABS 2022-1: Moody's Assigns B1 Rating to EUR23.7MM E Notes
---------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to the notes issued by Auto ABS Spanish Loans 2022-1, FT:

EUR550.6M Class A Floating Rate Asset Backed Notes due February
2032, Definitive Rating Assigned Aa2 (sf)

EUR40.9M Class B Floating Rate Asset Backed Notes due February
2032, Definitive Rating Assigned A3 (sf)

EUR36.8M Class C Floating Rate Asset Backed Notes due February
2032, Definitive Rating Assigned Baa2 (sf)

EUR48.0M Class D Floating Rate Asset Backed Notes due February
2032, Definitive Rating Assigned Ba1 (sf)

EUR23.7M Class E Floating Rate Asset Backed Notes due February
2032, Definitive Rating Assigned B1 (sf)

Moody's has not assigned a rating to the EUR5.9M Class F Fixed Rate
Asset Backed Notes due February 2032.

RATINGS RATIONALE

The transaction is a 7 months revolving cash securitisation of auto
loans extended to obligors in Spain by PSA Financial Services
Spain, E.F.C, S.A. (NR) ("PSA Finance") ultimately owned by Banque
PSA Finance (A3/P-2) ("Banque PSA").

The securitised portfolio of underlying assets consists of auto
loans distributed through the PSA Group auto dealers and will have
a total amount of EUR700.0 million.

As of April 2022, the provisional pool had 77,781 non-delinquent
contracts with a weighted average seasoning of 1.7 years. The loans
in the portfolio finance new cars (87.3%) and used cars (12.7%)
granted to private individuals.

The portfolio is collateralised by 42.5% amortising loans and 57.5%
balloon loans, which consist of equal installments during the life
of the loan and a larger balloon payment at loan maturity. In the
case of balloon loans, the borrower can either pay the final
balloon payment at contract maturity, trade the vehicle in against
the purchase of a new vehicle or return the vehicle to the lender
with no further obligation. PSAG Automoviles Comercial Espana, S.A.
(NR) ("PSAG"), ultimately owned by Stellantis N.V. (Baa3), has
agreed to buy back the vehicle from the borrowers at a price equal
to the balloon installment. In the event the borrower returns the
vehicle to the lender and PSAG is unable to buy it back, the issuer
would be exposed to the residual value ("RV") risk arising from the
potential shortfall between the realisable market value of the
vehicle versus the final balloon payment.

As of closing date the transaction has a total exposure to RV risk
of 46.5% of total principal cash flows. The proportion of balloon
loans that can be included in the pool is limited to 58%.

According to Moody's, the transaction benefits from credit
strengths such as (i) the granularity of the portfolio, (ii) the
high excess spread available to the transaction, (iii) PSA
Finance's experience as a consumer finance lender in the auto
market, (iv) financial strength of the originator's parent company
and (v) a swap agreement to mitigate interest rate risk provided by
Banco Santander S.A. (Spain) (A2/P-1 Bank Deposit; A3(cr)/P-2(cr)).
However, Moody's notes that the transaction features some credit
weaknesses such as (i) the presence of a 7 months revolving period
which adds uncertainty to the portfolio credit quality, (ii) the
exposure to RV risk and (iii) a complex structure with pro-rata
amortisation on all classes of notes after the end of the revolving
period.

Moody's analysis focused, amongst other factors, on (i) an
evaluation of the underlying portfolio of loans; (ii) historical
performance information of the total book of the originator and
past ABS transactions; (iii) the credit enhancement provided by
subordination and the reserve fund; (iv) the liquidity support
available in the transaction through the reserve fund; and (v) the
overall legal and structural integrity of the transaction.

MAIN MODEL ASSUMPTIONS

Moody's determined the portfolio lifetime expected defaults of
2.5%, expected recoveries of 40.0% and portfolio credit enhancement
("PCE") of 11.0%. The expected defaults and recoveries capture
Moody's expectations of performance considering the current
economic outlook, while the PCE captures the loss Moody's expect
the portfolio to suffer in the event of a severe recession
scenario. Expected defaults and PCE are parameters used by Moody's
to calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
Moody's ABSROM cash flow model to rate Auto ABS.

Portfolio expected defaults of 2.5% are in line with the Spanish
Auto ABS average and are based on Moody's assessment of the
lifetime expectation for the pool taking into account (i) historic
performance of the book of the originator; (ii) other similar
transactions used as a benchmark; and (iii) other qualitative
considerations.

Portfolio expected recoveries of 40.0% are in line with the Spanish
Auto ABS average and are based on Moody's assessment of the
lifetime expectation for the pool taking into account (i) historic
performance of the book of the originator; (ii) benchmark
transactions; and (iii) other qualitative considerations.

PCE of 11.0% is below the Spanish Auto ABS average and is based on
Moody's assessment of the pool taking into account (i) a degree of
uncertainty considering the depth of data Moody's received from the
originator to determine the expected performance of the portfolio;
(ii) benchmark transactions; (iii) the revolving period of 7
months; and (iv) the relative ranking to the originators peers in
the Spanish auto ABS market.

In case a PSAG does not meet its obligation to guarantee the
contracted residual values, the transaction would be fully exposed
to residual value (RV) risk. Moody's applies its RV risk assessment
to evaluate this risk. The Aa1 (sf) baseline RV haircut in this
Spanish auto loan portfolio, after adjustment for its specific
characteristics, is 38.5%. The RV haircut considers (i) the
robustness of the RV settings; (ii) the concentration of the RV
maturities; and (iii) the portfolio composition. The haircut is in
line with the EMEA Auto ABS average. Moody's RV analysis results in
an RV credit enhancement of 13.2% for the Aa2 (sf) rated Notes,
taking into account (i) the RV haircut; (ii) the maximum RV
exposure during the revolving period; and (iii) the guarantee from
PSAG.

METHODOLOGY

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

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

Factors that may cause an upgrade of the ratings include a
significantly better than expected performance of the pool together
with an increase in credit enhancement of the Notes and an upgrade
of Spain's local country currency (LCC) rating.

Factors that may cause a downgrade of the ratings include a decline
in the overall performance of the pool, a significant deterioration
of the credit profile of the originator or a downgrade of Spain's
local country currency (LCC) rating.


BANCO POPULAR: EU General Court Upholds Sale to Santander
---------------------------------------------------------
Sophia Dourou at Law360 reports that a group of shareholders and
creditors of Banco Popular have lost their fight at the European
General Court to overturn a decision by the bloc's authorities to
sell the troubled Spanish lender to Santander for a token EUR1
(US$1.07).  

According to Law360, the General Court, a constituent of the Court
of Justice of the European Union, rejected a group of "test cases"
representing approximately 100 separate legal challenges to Banco
Popular Espanol SA being put into resolution.


BBVA CONSUMER 2020-1: S&P Raises Cl. E Notes Rating to 'BB+'
------------------------------------------------------------
S&P Global Ratings raised to 'AA- (sf)' from 'A+ (sf)', to 'BBB+
(sf)' from 'BB+ (sf)', and to 'BB+ (sf)' from 'B+ (sf)' its credit
ratings on BBVA Consumer Auto 2020-1 Fondo de Titulizacion's class
B-Dfrd, D-Dfrd, and E-Dfrd notes, respectively. S&P also affirmed
our 'AA (sf)' and 'A- (sf)' ratings on the class A and C-Dfrd
notes, respectively.

S&P said, "We removed the under criteria observation (UCO)
identifier from the ratings on the class D-Dfrd and E-Dfrd notes,
where we placed them following the publication of our revised
criteria for rating global ABS.

"While our ratings on the class A notes address the timely payment
of interest and the ultimate payment of principal, our ratings on
the class B-Dfrd to E-Dfrd notes address the ultimate payment of
principal and the ultimate payment of interest. In this transaction
there is no compensation mechanism that would accrue interest on
deferred interest, although we consider this feature common in the
Spanish market. As soon as any mezzanine note becomes the most
senior, interest payments will be timely and any accrued interest
will be fully paid on the first payment date. Under these
circumstances, when the class B-Dfrd, C-Dfrd, D-Dfrd, and E-Dfrd
notes are the most senior notes outstanding, our rating will
address timely payment of interest and ultimate payment of
principal.

"The rating actions follow our review of the transaction's
performance and the application of our current criteria, and
reflect our assessment of the payment structure according to the
transaction documents."

The transaction closed in June 2020 and revolved until January
2022, 18 months after closing.

Given that only one interest payment date has occurred since the
end of the revolving period, and taking into account updated
performance information received from the originator, Banco Bilbao
Vizcaya Argentaria S.A. (BBVA), and the seasoning of the pool of
assets, S&P kept its gross loss base case assumptions unchanged at
5.00%. However, S&P decreased its gross loss multiple to 4.6x from
4.8x, at 'AAA'.

"With the introduction of our revised criteria for rating global
ABS, we apply a different approach in terms of recoveries. We now
first size a recovery base case, which we then haircut to achieve
the stress recovery rates for the different rating categories.
Therefore, we now size a recovery base case at 40%. We haircut the
above base case with the set of haircuts listed below. Overall, our
revised approach in estimating recoveries results in a slightly
more stressful scenario for higher-rated classes and is slightly
more beneficial for lower-rated classes. At the same time, given
the performance data received, we have lowered our high prepayment
rate assumption to 20% from 24% for our cash flow analysis."

  Table 1

  Haircuts Above The Base Case

  RATING    HAIRCUT (%)

  AAA        45.00
  AA         35.00
  A          26.25
  BBB        21.25
  BB         16.25
  B          11.25

  Table 2

  Credit Assumptions

  PARAMETER                          CURRENT

  Gross loss base case (%)              5.00
  Recovery base case (%)               40.00
  Gross loss multiple ('AA')            3.60
  Gross loss multiple ('AA-')           3.27
  Gross loss multiple ('A-')            2.33
  Gross loss multiple ('BBB+')          2.20
  Gross loss multiple ('BB+')           1.68
  Stressed recovery rate ('AA') (%)    18.00
  Stressed recovery rate ('AA-') (%)   16.35
  Stressed recovery rate ('A-') (%)    11.65
  Stressed recovery rate ('BBB+') (%)  11.00
  Stressed recovery rate ('BB+') (%)    8.40

  N/A--Not available.

S&P said, "Our operational and legal analysis is unchanged since
closing. We consider that the transaction documents adequately
mitigate the transaction's exposure to counterparty risk from
BBVA--as account bank provider and swap counterparty--up to an 'AA'
rating.

"Our cash flow analysis indicates that the available credit
enhancement for the class A, B-Dfrd, and C-Dfrd notes is sufficient
to withstand the credit and cash flow stresses that we apply at the
'AA', 'AA-', and 'A-' rating levels, respectively. Therefore, we
have raised to 'AA- (sf)' from 'A+ (sf)' our rating on the class
B-Dfrd notes and affirmed our class A and C-Dfrd notes at 'AA (sf)'
and 'A- (sf)', respectively.

"Our analysis indicates that the available credit enhancement for
the class D-Dfrd and E-Dfrd notes is commensurate with ratings
higher than currently assigned. However, we have limited our
upgrade based on their overall credit enhancement and their
position in the waterfall. In addition, the most junior tranches
are expected to have a longer duration than the senior tranches,
meaning they are more vulnerable to tail-end risk. Therefore, we
have raised to 'BBB+ (sf)' from 'BB+ (sf)' and to 'BB+ (sf)' from
'B+ (sf)' and removed the UCO identifier from our ratings on the
class D-Dfrd and E-Dfrd notes, respectively.

"Although the structure pays pro rata from the start of
amortization, it incorporates a sequential redemption event which,
once breached, is irreversible. We have considered additional tests
under cash flow analysis, simulating back-loaded defaults to assess
the impact of concentrated defaults later in the life of the
transaction and using late recession to simulate the effect of pro
rata amortization under the notes."




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

FIRMENICH INT'L: S&P Puts 'BB+' Jr. Sub. Debt Rating on Watch Pos.
------------------------------------------------------------------
S&P Global Ratings placed its 'BBB' long-term issuer credit rating
on Firmenich International SA (Firmenich), its 'BBB' issue rating
on the senior unsecured debt, and its 'BB+' issue rating on the
junior subordinated debt on CreditWatch with positive
implications.

On May 31, 2022, Firmenich and Koninklijke DSM N.V. (DSM) announced
that the two companies will be merging. The merger will be effected
through a public offer for DSM shares in exchange for the new
company shares (1:1 exchange ratio) and a contribution of Firmenich
shares to the new company in exchange for the merged entity shares
and EUR3.5 billion of cash.

S&P said, "The CreditWatch positive placement reflects our view
that the transaction should enhance the company's credit profile,
given its merger with a higher-rated entity and the proposed
financing terms. We expect to resolve the CreditWatch placement as
soon as we have full clarity on the acceptance by DSM's
shareholders.

"The positive CreditWatch placement reflects our view that
Firmenich will have a more favorable credit profile than as a
stand-alone company. Indeed, the merger with higher-rated DSM
(A-/Stable/A-2) will create an industry leader in specialty
ingredients with large scale and business diversification. We
consider that Firmenich's operations will be a core part of the new
group.

"We expect to resolve the CreditWatch as soon as we have full
clarity on the acceptance of the transaction by DSM shareholders.
At this stage, we believe our current 'BBB' ratings on Firmenich
could be upgraded up to two notches. At transaction close, we
expect the newly merged group to assume all of Firmenich's debt,
and we will reevaluate our credit ratings on the entity and on the
debt instruments when we have visibility on the closing of the deal
and the new capital structure.

"If the transaction does not complete for any reason, we will
likely remove the 'BBB' rating from CreditWatch and affirm it with
a stable outlook, in line with the rating prior to the merger's
announcement."




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

CITY OF KYIV: S&P Lowers LongTerm ICR to 'CCC+', Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings, on May 31, 2022, lowered its long-term foreign
and local currency issuer credit ratings on the Ukrainian capital
City of Kyiv to 'CCC+' from 'B-'. The outlook is negative.

S&P also removed the ratings from CreditWatch, where it had placed
them initially on March 1, 2022.

As a "sovereign rating" (as defined in EU CRA Regulation 1060/2009
"EU CRA Regulation"), the ratings on the city of Kyiv are subject
to certain publication restrictions set out in Art 8a of the EU CRA
Regulation, including publication in accordance with a
pre-established calendar. Under the EU CRA Regulation, deviations
from the announced calendar are allowed only in limited
circumstances and must be accompanied by a detailed explanation of
the reasons for the deviation. In this case, the deviation was
caused by the sovereign rating action on Ukraine. The next
scheduled publication on the city of Kyiv is on Oct. 28, 2022.

Outlook

The negative outlook mirrors that on Ukraine.

Downside scenario

S&P said, "We could lower the ratings in the next 12 months if we
lower the ratings on the sovereign. We could also lower the ratings
if Kyiv's liquidity position were to deteriorate significantly or
there were indications that the city might de-prioritize debt
service in preference of meeting spending needs."

Upside scenario

S&P could revise the outlook to stable in case of a similar action
on the sovereign rating.

Rationale

S&P said, "The rating action follows our downgrade of Ukraine on
May 27, 2022. We lowered the long-term foreign currency sovereign
credit rating on Ukraine and revised the T&C assessment to 'CCC+'
from 'B-'. At the same time, we affirmed the 'B-/B' local currency
ratings and the 'uaBBB-' national scale rating. This is because we
believe that the ability and medium-term incentives for the
government to meet its financial commitments in local currency are
higher than those in foreign currency.

"We cap the ratings on Ukrainian local and regional governments at
the level of the T&C assessment when the sovereign is rated in the
'CCC' category or below. While our T&C assessment for Ukraine
directly constrains our foreign currency issuer credit rating on
Kyiv, it may also indirectly affect our local currency issuer
credit rating, for instance in case of debt restructuring. As of
mid-April, the city of Kyiv had sufficient liquidity--Ukrainian
hryvnia (UAH) 8 billion (equivalent to about $270 million)--to
cover its debt service over the next 12 months but we believe that
in case of a foreign currency debt restructuring the city might
take a decision to restructure its local currency obligations, as
we saw in 2015.

"Kyiv's ability to make debt-service payments is uninterrupted at
this time, although we acknowledge that the situation might change
quickly due to the war. According to the latest information
available, the city is still honoring its debt-service obligations
and has pledged to continue doing so."

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, we will
update our assumptions and estimates accordingly.




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

AMIGO: Judge Satisfied Firm May Collapse if Scheme Not Approved
---------------------------------------------------------------
Darren Slade at Daily Echo reports that a High Court judge was
"satisfied" that Amigo Loans would go into administration if he did
not back a scheme to limit compensation payouts.

Amigo -- which employs around 200 people at its Bournemouth HQ --
won a crucial court case last week and is accepting claims from
those who believe they were mis-sold loans, Daily Echo relates.

It hopes its plan to save the business will give complainants 41
pence in each pound they are owed, Daily Echo discloses.  Amigo
estimated they would receive 31 pence in the pound if the business
went into administration, Daily Echo notes.

Under previous proposals, rejected by the High Court last year,
complainants would have received 10 pence in the pound plus the
possibility of further payments, Daily Echo states.

In his full judgement, Mr. Justice Trower, as cited by Daily Echo,
said: "I am satisfied that the steps taken by Amigo to promote
schemes which are more advantageous to customer creditors can
reasonably thought to have achieved the best terms available and
that . . .  if those proposals were to be rejected by the scheme
creditors or the court, administration would now be the only
alternative."

The court heard Amigo's total liabilities at the end of last year
were GBP597 million, including GBP347.5 million for redress claims,
Daily Echo discloses.  Its liabilities outstripped its assets by
GBP123 million, prompting the court to accept the business was
"balance sheet insolvent".

Amigo's "new business scheme" was backed by 145,523 creditors,
88.8% of those taking part in a vote, Daily Echo notes.

According to Daily Echo, Mr. Justice Trower wrote: "I am satisfied
that the processes put in place for consulting customer creditors,
for ensuring that they were aware in readily comprehensible
language of the terms of what was proposed and for giving them
support in their decision making meant that Amigo has overcome the
problems which caused sanction of the previous scheme to be
refused."

Since 2005, Amigo has made 927,000 guarantor loans to 507,144
borrowers.  It currently has around 81,000 customers with loans,
the court heard. The business has not offered any new loans since
2020.  Amigo plans to raise capital by issuing at least 19 shares
for every existing one, generating at least GBP15 million, Daily
Echo discloses.  It told the court it intended to provide GBP60
million from its own funds towards compensation five days after its
new business scheme becomes effective, with another GBP37 million
within nine months, according to Daily Echo.


CO-OPERATIVE BANK: Moody's Hikes LongTerm Deposit Ratings to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the long-term deposit ratings of
The Co-operative Bank plc (The Co-operative Bank) to Ba2 from Ba3,
as well as its standalone Baseline Credit Assessment (BCA) to ba3
from b1. The bank's long-term Counterparty Risk Ratings were
upgraded to Ba1 from Ba2 and the long- and short-term Counterparty
Risk Assessments were also upgraded to Baa3(cr) and Prime-3(cr)
from Ba1(cr) and Not Prime(cr). The bank's other short term ratings
and the senior unsecured debt rating of The Co-operative Bank
Finance p.l.c. (The Co-operative Bank Finance), the holding company
of The Co-operative Bank, were affirmed.

The outlook on the senior unsecured debt rating of The Co-operative
Bank Finance and on the long-term deposit ratings of The
Co-operative Bank has been changed to stable from positive.

RATINGS RATIONALE

Moody's said the upgrade of The Co-operative Bank's long-term
deposit ratings and the upgrade of its BCA reflect the bank's
improving profitability, supported by rising interest rates and
robust volumes, which is a sign of progress towards a sustainable
capital generative business model. Never the less, the bank still
suffers from weak efficiency and susceptibility to capital erosion
in a stress due to still weak core profitability. The affirmation
of The Co-operative Bank Finance's senior unsecured debt rating
reflects relatively higher loss-given-failure which now results in
no uplift under Moody's advanced Loss Given Failure analysis.

The rating agency said that higher base rates in the UK which will
also likely rise further over the next 12-18 months coupled with
lower charges for extraordinary items will mean that the bank's
recent return to profitability will continue and it will begin
generating capital internally. While loan growth will be moderate
over the next 12-18 months, the bank will be able to reprice its
mortgage loans at higher rates which will lead to growth in net
interest income given that the bank is predominantly deposit
funded. As of December 2021, the bank's capitalization was 38%, and
recovering profitability will make the bank's capital less
susceptible to stress. However, the bank still does not meet its
regulatory stress capital buffer due to its still relatively weak
profitability which constrains the rating agency's view of its
capital strength. The bank's asset risk is expected to remain low
but to tick up from current low levels, and remain well covered by
provisions particularly in light of the highly secured nature of
its loan book.

At the same time, despite a return to positive profitability in
2021, The Co-operative Bank's internal capital generation will
remain relatively weak given its still high cost to income ratio.
Moody`s also notes that the bank's 2021 net income was heavily
reliant on tax loss carry forwards. The Co-operative Bank's cost of
funding will also increase as a result of the need to issue
additional capital instruments to meet with its minimum
requirements for own funds and eligible liabilities (MREL) which
led the bank to issue senior unsecured debt of GBP250 million in
April 2022. As such, despite improvements, the rating agency
continues to see challenges remaining for the bank as it looks to
achieve stable and reliable earnings and a sustainable business
model, a key governance consideration and a key rating constraint.

In line with a regulatory need to issue MREL-compliant debt by the
end of 2022, the bank's recent GBP250 million issuance coupled with
Moody's expectation that the bank's balance sheet will only
moderately grow over the outlook horizon, provides additional
protection to The Co-operative Bank's junior depositors. This
results in an unchanged notching under Moody's Loss Given Failure
analysis to the bank's long-term deposit rating but the holding
company's senior unsecured debt rating remains at B1, now one notch
below the bank's BCA.          

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

The Co-operative Bank's BCA could be upgraded following a stronger
than expected improvement in profitability, leading to durable and
sustainable internal capital generation through earnings. An
upgrade of the BCA would lead to an upgrade of the long-term
deposit ratings of The Co-operative Bank and the senior unsecured
debt rating for The Co-operative Bank Finance. The Co-operative
Bank Finance's senior unsecured debt rating and The Co-operative
Bank's long-term deposit ratings could also be upgraded following a
material increase in the stock of bail-in-able liabilities issued
by The Co-operative Bank Finance or by The Co-operative Bank.

The Co-operative Bank's BCA could be downgraded following evidence
that the bank will not return to a sustainable level of net
profitability beyond 2022 or if asset risk began to show strong
signs of weakness. A downgrade of The Co-operative Bank's BCA would
lead to a downgrade of all long-term ratings of The Co-operative
Bank and The Co-operative Bank Finance.

LIST OF AFFECTED RATINGS

Issuer: The Co-operative Bank Finance p.l.c.

Affirmation:

Long-term Issuer Ratings, affirmed B1, outlook changed to Stable
from Positive

Short-term Issuer Ratings, affirmed NP

Senior Unsecured Regular Bond/Debenture, affirmed B1, outlook
changed to Stable from Positive

Outlook Action:

Outlook changed to Stable from Positive

Issuer: The Co-operative Bank plc

Upgrades:

Long-term Counterparty Risk Ratings, upgraded to Ba1 from Ba2

Long-term Bank Deposits, upgraded to Ba2 from Ba3, outlook changed
to Stable from Positive

Long-term Counterparty Risk Assessment, upgraded to Baa3(cr) from
Ba1(cr)

Short-term Counterparty Risk Assessment, upgraded to P-3(cr) from
NP(cr)

Baseline Credit Assessment, upgraded to ba3 from b1

Adjusted Baseline Credit Assessment, upgraded to ba3 from b1

Affirmations:

Short-term Counterparty Risk Ratings, affirmed NP

Short-term Bank Deposits, affirmed NP

Outlook Action:

Outlook changed to Stable from Positive

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in July 2021.


GREENE KING: S&P Affirms 'BB+' Rating on Class B Notes
------------------------------------------------------
S&P Global Ratings affirmed its 'BBB (sf)', 'BBB- (sf)', and 'BB+
(sf)' ratings on Greene King Finance PLC's class A, AB, and B,
notes respectively.

Greene King Finance is a corporate securitization of the U.K.
operating business of the managed and tenanted pub estate operator
Greene King Retailing, the borrower. It originally closed in March
2005 and has been tapped several times since, most recently in
February 2019.

The transaction features three classes of notes (A, AB, and B), the
proceeds of which have been on-lent by Greene King Finance, the
issuer, to Greene King Retailing, via issuer-borrower loans. The
revenues generated by the assets owned by the borrower, Greene King
Retailing, are available to repay its borrowings from the issuer
that, in turn, uses those proceeds to service the notes. Each class
of notes is fully amortizing and S&P's ratings address the timely
payment of interest and principal due on the notes, excluding any
subordinated step-up interest.

Business risk profile

S&P said, "We have applied our corporate securitization criteria as
part of our rating analysis of the notes in this transaction. As
part of our analysis, we assess whether the operating cash flows
generated by the borrower are sufficient to make the payments
required under the notes' loan agreements by using a debt service
coverage ratio (DSCR) analysis under a base-case and a downside
scenario. Our view of the borrowing group's potential to generate
cash flows is informed by our base-case operating cash flow
projection and our assessment of its business risk profile (BRP),
which we derive using our corporate methodology."

Recent performance and events

In the financial year 2021 ended on Jan. 2, 2022, Greene King
Retailing Parent Ltd. had disposed of one tenanted pub from the
securitized portfolio. In the same period, three managed pubs were
closed, and six managed pubs were converted to tenanted.

Overall, in the financial year 2021, the tenanted segment increased
by 0.8% (by number of pubs), whereas the managed segment decreased
by about 1.07% (by number). Greene King Retailing's estate
consisted of 1,481 outlets at the end of financial year 2021, of
which 834 were managed and 647 were tenanted.

The lockdown at the start of the 2021 financial year, followed by
the staged reopening of the pubs, and the development of a new
COVID-19 variant (Omicron) in December 2021, materially affected
revenue and EBITDA. Total revenues were GBP591.2 million, a 29.7%
decrease from financial year 2019, while reported EBITDA was 53.1%
lower due to a decrease in EBITDA margin (to 17.2% from 25.8% in
financial year 2019) based on the reported figures.

Cost inflation headwinds present a major challenge to the
hospitality sector as a whole, most notably in utilities, wages,
and food, which S&P expects may result in higher volatility of
profitability in the near future. Companies within the sector have
been able to increase prices and pass along some of the cost
inflation and limit the effects on the recovery. It is difficult to
pass on price rises in the value brands. However, premium and food
led business have more capacity to increase prices. In addition to
price increases, the growth is largely due to increases in spend
per head for Greene King. When people do go out, they are prepared
to spend more, order more specials, and to trade up their menu.
Spend per head, more than price, is driving the growth. There is
some ability to pass through price increases.

S&P continues to assess the borrower's BRP as fair, supported by
the group's strong position as one of the top-three pub operators
in the U.K., its well-invested estate, and the added flexibility of
its cost structure due to high levels of real estate ownership.
Issuer's liquidity position

Based on the financial year 2021 fourth quarter investor report the
committed liquidity facility remains fully undrawn with GBP224
million available to the issuer.

On May 29, 2020, Greene King Ltd. (parent company) advanced to the
borrower, Greene King Retailing, on an uncommitted basis, a new
subordinated loan facility with a limit of up to GBP165 million.
The subordinated loan can be used toward the working capital and
debt service requirements of the borrower. There remains
significant headroom under the subordinated loan.

Libor transition

The company has completed the necessary amendments to transition
its financing arrangements in advance of the discontinuation of
LIBOR as a floating reference rate, replacing LIBOR with a Sterling
Overnight Index Average (SONIA) based rate.

Rating Rationale

Greene King Retailing's primary sources of funds for principal and
interest payments on the outstanding notes are the loan interest
and principal payments from the borrower, which are ultimately
backed by future cash flows generated by the operating assets. Our
ratings address the timely payment of interest and principal due on
the notes, excluding any subordinated step-up coupons.

DSCR analysis

S&P's cash flow analysis serves to both assess whether cash flows
will be sufficient to service debt through the transaction's life
and to project minimum DSCRs in our base-case and downside
scenarios.

S&P said, "Our current view is that the maximum liquidity stress,
resulting from the COVID-19 pandemic on those sectors directly
affected by the U.K. government's response, has passed and that the
hardest-hit sectors will recover to near 2019 levels in 2023.
Importantly, it is our current view that the pandemic will not have
a lasting effect on the industries and companies themselves,
meaning that the long-term creditworthiness of the underlying
companies will not fundamentally or materially deteriorate over the
long term.

"Our downside analysis provides unique insight into a transaction's
ability to withstand the liquidity stress precipitated by the
closure of pubs in the U.K. Given those circumstances, the outcome
of our downside analysis alone determines the resilience-adjusted
anchor. As a result, our analysis begins with the construction of a
base-case projection from which we derive a downside case. However,
we have not determined our anchor, which does not reflect the
liquidity support at the issuer level--which we see as a mitigating
factor to the liquidity stress we expect to result from the U.K.
government's response to the COVID-19 pandemic. Rather, we
developed the downside scenario from the base case to assess
whether the COVID-19 liquidity stress would have a negative effect
on the level of the resilience-adjusted anchor for each class of
notes.

"That said, we performed the base-case analysis to assess whether,
post-pandemic, the anchor would be adversely affected given the
long-term prospects currently assumed under our base-case
forecast."

Base-case forecast

S&P typically does not give credit to growth after the first two
years. However, in this review it considers the growth period to
continue through financial year 2024 in order to accommodate both
the duration of the COVID-19 stress and the subsequent recovery.
The recovery to pre-COVID-19 levels is expected to take longer than
initially anticipated due to cost inflation.

Greene King Retailing's earnings depend mostly on general economic
activity and discretionary consumer demand. Considering the state
of and prognoses for the COVID-19 pandemic, S&P's current
assumptions for the U.K. are:

-- Following a subdued start to the year, it now appears more
likely that headwinds will prevail over tailwinds the next two
quarters. Therefore, S&P expects GDP growth will be limited to 3.3%
in 2022, 1.2% in 2023, and 2.5% in 2024.

-- The risks to S&P's forecasts have picked up since its previous
forecast and remain firmly on the downside. The Russia-Ukraine
conflict is more likely to drag on and escalate than end earlier
and deescalate, in its view, pushing the risks to the downside.

-- S&P's second main worry is inflation remaining higher for
longer, requiring central banks to raise rates more than is
currently priced in, risking a harder landing, including a larger
hit to output and employment. In a particularly bad variation of
this risk, fuel and food inflation would remain high even if core
inflation (that central banks more directly control) declines,
leading to stagflation.

-- Considering the potential effects from our macroeconomic
outlook and current expectations for the recovery prospects of the
sector, S&P has revised its forecasts through to financial year
2024.

-- S&P expects revenues for financial year 2022 to be about 3%-5%
lower than 2019 (pre-pandemic) levels. Revenue growth is expected
to be supported by a trend toward premiumization and increased
spend per head, which will offset declines in volumes. Looking
toward financial year 2023, we currently expect revenue per pub to
be ahead of financial year 2019 levels.

-- S&P expects margins in financial year 2022 to be about 21%-22%
(26% in financial year 2019) and to recover to about 25% by the end
of financial year 2023.

Downside DSCR analysis

S&P said, "Our downside DSCR analysis tests whether the
issuer-level structural enhancements improve the transaction's
resilience under a moderate stress scenario. Greene King Retailing
falls within the pubs, restaurants, and retail industry.
Considering U.K. pubs' historical performance during the financial
crisis of 2007-2008, in our view, a 15% and 25% decline in EBITDA
from our base case is appropriate for the managed and tenanted pub
subsectors, respectively.

"The COVID-19 liquidity stress resulted in a reduction in EBITDA
that is far greater than the 15% and 25% declines we would normally
assume under our downside stresses for managed and tenanted pubs,
respectively. Hence, our downside scenario comprises both our
short- to medium-term EBITDA projections during the liquidity
stress period and our long-term forecast, but with the level of
ultimate recovery limited to 15% and 25% lower than what we would
assume for a base-case forecast over the long-term for managed and
tenanted pubs, respectively. For example, our downside scenario
forecast of EBITDA reflects our base-case assumptions for recovery
into financial year 2023 (on a comparable basis) until the level of
EBITDA is within 85% and 75% of our projected long-term EBITDA for
managed and tenanted pubs, respectively.

"Our downside DSCR analysis resulted in strong resilience scores
for the class A and AB notes and a satisfactory score for the class
B notes, which are unchanged from our previous review,. This
reflects the headroom above a 1.80:1 and 1.30:1 DSCR threshold that
is required under our criteria to achieve strong and satisfactory
resilience scores respectively after considering the level of
liquidity support available to each class of notes.

"Each class's resilience score corresponds to rating
categories--excellent at 'AAA' through vulnerable at 'B'. Within
each category, the recommended resilience-adjusted anchor reflects
notching based on where the downside DSCR falls within a range (for
the class A, AB, and B notes). As a result, the resilience-adjusted
anchors for the class A, AB, and B notes would not be adversely
affected under our downside scenario."

Liquidity facility adjustment

As S&P has given full credit to the liquidity facility amount
available to each class of notes, a further one-notch increase to
any of the resilience-adjusted anchors is not warranted.

Modifiers analysis

S&P applied a one-notch downward adjustment to the class AB notes
to reflect their subordination and weaker access to the security
package compared to the class A notes, which is unchanged from its
previous reviews.

Comparable rating analysis

A comparison of the potential ratings (following the modifiers
analysis) for notes issued by Greene King Finance and the ratings
on the comparable class (by seniority) issued by Mitchells &
Butlers Finance shows that the relative ratings for the class A and
AB notes are commensurate with the relative strengths and
weaknesses between the borrowers in each transaction, while the
relative ratings assigned to the class B notes show an inverse
relationship with the relative strengths and weaknesses between the
two borrowers. However, the class AB notes issue by Greene King
Finance are significantly thinner than the class AB notes issued by
Mitchells & Butlers Finance, resulting in a one-notch ratings
differential between the class AB and B ratings, in the case of
Greene King Finance, compared to a three-notch differential, in the
case of Mitchells & Butlers Finance.

Based on those comparisons, S&P does not apply any additional
adjustment due to its comparable rating analysis.

Counterparty risk

S&P's ratings are not currently constrained by the ratings on any
of the counterparties, including the liquidity facility,
derivatives, and bank account providers.

The notes are supported by hedging agreements with the London
branch of Banco Santander, S.A. (interest rate swaps for the
floating-rate class B1 and B2 notes) and HSBC Bank PLC (interest
rate swap on the floating-rate class A5 notes). S&P said, "We
assess the collateral framework as weak under our counterparty
criteria, notably due to the type of collateral that can be posted,
which we do not view as eligible under our criteria, or lower
haircuts for collateral denominated in currencies other than
British pound sterling. But because the replacement commitment is
sufficiently robust, based on our counterparty criteria, we give
credit to it. As the swaps in this transaction are collateralized,
we consider the resolution counterparty rating (RCR) on the swap
counterparty as the applicable counterparty rating."

Outlook

S&P said, "We expect the pub sector's earnings visibility to
continue to stabilize as the sector grapples with several issues
including cost inflation, with full-year revenue to recover to
financial year 2019 levels by financial year 2023. Factoring in
additional inflationary pressures and the strained macroeconomic
outlook, we expect that credit metrics will take time to recover to
2019 levels, with our current expectation being financial year
2023. Our expectations of recovery in profitability and credit
metrics in 2022 and 2023 will be the key factors in shaping our
views of issuers' underlying credit quality and could influence
future ratings actions.

"In our view, managed pub models are directly exposed to increasing
costs and reduced availability of labor, which will create higher
pressure and volatility on earnings. We expect the leased and
tenanted model to be relatively more resilient compared with the
managed model during this period of high inflation, high staff
costs, and spiraling energy prices. At the same time, operators
with a higher proportion of premium brands and food-led business
have some capacity to pass on price rises.

"Performance is expected to be stronger in suburban locations than
city centers, as consumers stay local. Footfall within major cities
remains below pre-pandemic levels as much of the workforce
continues to work from home, making trading in city centers more
challenging. However, footfall has been slowly increasing in cities
and an improvement in performance has followed, a trend which is
expected to continue. We believe that the desire to socialize in
pubs and restaurants remains strong and that there is pent-up
demand, which has built up during the closure. However, we also
note that increases in expenditure on basic goods like food and gas
could adversely affect consumer sentiment and discretionary
spending.

"For many rated pub operators, their significant freehold property
portfolios have offered substantial operational and financial
flexibility, but we have yet to see meaningful large-scale
valuation support from conversions or alternative uses for pub
properties. Rather, we expect that their quality of earnings will
be a more defining factor in the credit profile compared with the
quantum of real estate ownership."

Downside scenario

S&P said, "We may consider lowering our ratings on the class A, AB,
and B notes if their minimum projected DSCRs in our downside
scenario have a material adverse effect on each class's
resilience-adjusted anchor.

"We could also lower our ratings on the class A, AB, and B notes if
their minimum projected DSCRs in our base case analysis,
post-COVID-19, falls below 1.40:1 for the class A and AB notes and
below 1.30:1 for the class B notes. This could happen if
deteriorated trading conditions reduce cash flows available to the
borrowing group to service its rated debt. The quality of earnings
will, in our view, be largely driven by the ability to manage cost
pressures."

Upside scenario

Due to the current economic situation, S&P does not anticipate
raising its assessment of Greene King Retailing's BRP over the near
to medium term.

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

-- Health and safety


MARSTON'S ISSUER: S&P Affirms 'B+' Rating on Class B Notes
----------------------------------------------------------
S&P Global Ratings affirmed its 'BB+ (sf)' and 'B+ (sf)' credit
ratings on Marston's Issuer PLC's class A and B notes,
respectively.

Marston's Issuer PLC is a corporate securitization of the U.K.
operating business of the managed and tenanted pub estate operator
Marston's Pubs Ltd. (Marston's Pubs) or the borrower. Marston's
Pubs operates an estate of tenanted and managed pubs. It originally
closed in August 2005, and was subsequently tapped in November
2007.

The transaction features two classes of notes (class A and B), the
proceeds of which have been on-lent to Marston's Pubs, via
issuer-borrower loans. The operating cash flows generated by
Marston's Pubs are available to repay its borrowings from the
issuer that, in turn, uses those proceeds to service the notes.
Each class of notes is fully amortizing and our ratings address the
timely payment of interest and principal due on the notes,
excluding any subordinated step-up interest.

Business risk profile

S&P said, "We have applied our corporate securitization criteria as
part of our rating analysis on the notes in this transaction. As
part of our analysis, we assess whether the operating cash flows
generated by the borrower are sufficient to make the payments
required under the notes' loan agreements by using a debt service
coverage ratio (DSCR) analysis under a base-case and a downside
scenario. Our view of the borrowing group's potential to generate
cash flows is informed by our base-case operating cash flow
projection and our assessment of its business risk profile (BRP),
which we derive using our corporate methodology."

Recent performance and events

In financial year 2021 Marston's disposed of three pubs from the
securitized portfolio (two tenanted and one managed). Total
revenues were GBP195.6 million, a 27.0% decrease from financial
year 2019, while reported EBITDA was 54.1% lower due to a decrease
in EBITDA margin (to 15.7% from 25.0%) based on the reported
figures. Over the same period, revenue per pub decreased by 53.5%
and EBITDA per pub decreased by 52.3%.

After a strong start to the year, the emergence of a new COVID-19
variant (Omicron) in December 2021 led to renewed concerns over
socializing and site closures. Consequently, Marston's Pubs
reported that like-for-like sales declined by 9.6% in the first
quarter of financial year 2022 when comparted with the first
quarter of financial year 2019. However, over the last weeks of the
first quarter and into the second quarter, as concerns over the
Omicron variant softened, activity recovered and like-for-like
sales over the first half of financial year 2022 marginally
improved--though remained below the first half of financial year
2019--reflecting decline like-for-like sales of 7.2% over the
second quarter versus financial year 2019.

Cost inflation headwinds present a major challenge to the
hospitality sector as a whole, most notably in utilities, wages,
and food, which S&P expects may result in higher volatility of
profitability in the near future. Companies within the sector have
been able to increase prices and pass along some of the cost
inflation and limit the effects on the recovery. However, consumer
demand for value brands may prove more elastic to price rises,
while a bit more inelastic for premium and food-led brands

Although S&P expects a modest decline in profitability, its fair
BRP remains unchanged.

Issuer's liquidity position

As of April 2022, the drawn amount on the liquidity facility stands
at GBP20 million. The total amount available for drawing stands at
GBP100million. Of the drawings, GBP2million was used toward
servicing the class B notes. Of the total liquidity facility, the
class B notes can draw up to a maximum of GBP17 million.

Libor Transition

The company has completed the necessary amendments to transition
its financing arrangements in advance of the discontinuation of
LIBOR as a floating reference rate, replacing LIBOR with a Sterling
Overnight Index Average (SONIA) based rate.

Rating Rationale

Marston's Issuer's primary sources of funds for principal and
interest payments due on the outstanding notes are the loan
interest and principal payments from the borrower, which are
ultimately backed by future cash flows generated by the operating
assets. S&P's ratings address the timely payment of interest,
excluding any subordinated step-up coupons, and principal due on
the notes.

DSCR analysis

S&P's cash flow analysis serves to both assess whether cash flows
will be sufficient to service debt through the transaction's life
and to project minimum DSCRs in our base-case and downside
scenarios.

S&P said, "Our current view is that the duration of the maximum
liquidity stress resulting from the COVID-19 pandemic on those
sectors directly affected by the U.K. government's response has
passed and that the hardest-hit sectors will recover to near 2019
levels in 2023. Importantly, it is our current view that the
pandemic will not have a lasting effect on the industries and
companies themselves, meaning that the long-term creditworthiness
of the underlying companies will not fundamentally or materially
deteriorate over the long term.

"Our downside analysis provides unique insight into a transaction's
ability to withstand the liquidity stress precipitated by the
closure of pubs in the U.K. Given those circumstances, the outcome
of our downside analysis alone determines the resilience-adjusted
anchor. As a result, our analysis begins with the construction of a
base-case projection from which we derive a downside case. However,
we have not determined our anchor, which does not reflect the
liquidity support at the issuer level--which we see as a mitigating
factor to the liquidity stress we expect to result from the U.K.
government's response to the COVID-19 pandemic. Rather, we
developed the downside scenario from the base case to assess
whether the COVID-19 liquidity stress would have a negative effect
on level of the resilience-adjusted anchor for each class of
notes.

"That said, we performed the base-case analysis to assess whether,
post-pandemic, the anchor would be adversely affected given the
long-term prospects currently assumed under our base-case
forecast.

Base-case forecast

S&P said, "We typically do not give credit to growth after the
first two years, however in this review, we consider the growth
period to continue through financial year 2023 in order to
accommodate both the duration of the COVID-19 stress and the
subsequent recovery.

"Marston's Pubs earnings depend largely on general economic
activity and discretionary consumer demand. Despite our view that
pandemic-related pressures are largely mitigated by now, our
assumptions remain uncertain due to the current inflationary
pressures and macroeconomic conditions." S&P's base-case
assumptions include:

-- Following a subdued start to the year, it now appears more
likely that headwinds will prevail over tailwinds the next two
quarters. Therefore, S&P expects GDP growth will be limited to 3.3%
in 2022, 1.2% in 2023, and 2.5% in 2024.

-- The risks to S&P's forecasts have picked up since our previous
forecast and remain firmly on the downside. The Russia-Ukraine
conflict is more likely to drag on and escalate than end earlier
and deescalate, in its view, pushing the risks to the downside.

-- S&P's second main worry is inflation remaining higher for
longer, requiring central banks to raise rates more than is
currently priced in, risking a harder landing, including a larger
hit to output and employment. In a particularly bad variation of
this risk, fuel and food inflation would remain high even if core
inflation (that central banks more directly control) declines,
leading to stagflation.

-- S&P said, "We further anticipate inflationary pressures to
squeeze pubs' EBITDA margins in 2022. That said, we anticipate this
impact to be moderate as we understand Marston's has some portion
of its costs fixed for the next 12 months. We expect margins to
return to pre-pandemic levels by the end of 2023."

-- Considering the potential effects from S&P's macroeconomic
outlook and current expectations for the recovery prospects of the
sector, S&P has revised its forecasts through to financial year
2024

Downside DSCR analysis

S&P said, "Our downside DSCR analysis tests whether the
issuer-level structural enhancements improve the transaction's
resilience under a moderate stress scenario. The issuer falls
within the pubs, restaurants, and retail industry. Considering U.K.
pubs' historical performance during the financial crisis of
2007-2008, in our view, a 15% and 25% decline in EBITDA from our
base case is appropriate for the managed pub and leased and
tenanted subsector.

"Our current expectations are that the COVID-19 liquidity stress
will result in a reduction in EBITDA that is far greater than the
approximate 20% decline we would normally assume under our downside
stress. Hence, our downside scenario comprises both our short- to
medium-term EBITDA projections during the liquidity stress period
and our long-term forecast but with the level of ultimate recovery
limited to about 20% lower than what we would assume for a
base-case forecast over the long term. For example, our downside
scenario forecast of EBITDA reflects our base-case assumptions for
recovery into financial year 2023 until the level of EBITDA is
within approximately 80% of our projected long-term EBITDA.

"Our downside DSCR analysis resulted in a resilience score of
satisfactory for the class A and B notes. This reflects the
headroom above a 1.30:1 DSCR threshold that is required under our
criteria to achieve a satisfactory resilience score after giving
consideration for the level of liquidity support available to each
class. The improvement for class B notes since our previous review
is due to the higher cash flows available for debt service,
deleveraging, and repayment of the liquidity facility."

The class B notes have limits on the quantum of the liquidity
facility they may utilize to cover liquidity shortfalls. Moreover,
any senior classes may draw on those same amounts, which makes the
exercise of determining the amount of the liquidity support
available to the class B notes a dynamic process. For example, it
is possible that the full GBP17 million that the class B notes may
access is available and undrawn at the start of a rolling 12-month
period but is fully used to cover any shortfall on the class A
notes over that period. In effect, the class B notes were not able
to draw on any of the GBP17 million.

Each class's resilience score corresponds to rating categories from
excellent at 'AAA' through vulnerable at 'B'. Within each category,
the recommended resilience-adjusted anchor reflects notching based
on where the downside DSCR falls within a range for the class A and
B notes. As a result, the resilience-adjusted anchors for the class
A and B notes would not be adversely affected under S&P's downside
scenario.

Liquidity facility adjustment

Given that S&P has given full credit to the liquidity facility
amount available to each class of notes, a further one-notch
increase to any of the resilience-adjusted anchors is not
warranted.

Modifier analysis

S&P said, "As mentioned, we performed our base-case analysis to
assess whether, post-COVID-19, the anchor would be adversely
affected given the long-term prospects currently assumed in our
base-case forecast.

"Our assessment of the overall creditworthiness of the borrower has
not deteriorated since our previous review and, consequently, we do
not apply any additional adjustment due to our modifier analysis."

Comparable rating analysis

A comparison of the potential ratings (following the modifiers
analysis) for notes issued by Marston's and the ratings on the
comparable class (by seniority) issued by The Unique Pub Finance
Co. PLC (UPP) shows that the relative ratings for the class A notes
are commensurate to the relative strengths and weaknesses between
the borrowers in each transaction.

The BRP for both transactions is rather on the weaker side compared
with other pubcos with fair BRPs. On one hand Marston's has a
better regional diversification than UPP, which benefits from the
superior size of its estate. On the other hand, UPP's leased and
tenanted (L&T) model and a wet-led orientation lead to weak
earnings and cash flow generation per pub, which could expose the
group to weaker trading performance in a market with declining
on-trade beer consumption.

In S&P's view Marston's growing presence in the managed segment
outweighs UPP's larger estate size.

Based on those comparisons, S&P does not apply any additional
adjustment due to our comparable rating analysis.

Counterparty risk

S&P said, "We do not consider the liquidity facility or bank
account agreements to be in line with our counterparty criteria.
Therefore, in the case of Marston's Issuer's non-derivative
counterparty exposures, the maximum supported rating is constrained
by our long-term issuer credit rating (ICR) on the lowest rated
bank account provider.

"We have assessed the strength of the collateral framework as weak
under the criteria based on our review of the following items in
the collateral support annex: (i) a lack of volatility buffers;
(ii) we do not consider some types of collateral eligible under our
criteria; and (iii) currency haircuts are not specified."

In the case of a collateralized hedge provider that is a U.K. bank,
it is the resolution counterparty rating (RCR) that is the
applicable counterparty rating under our counterparty risk
criteria. As a result, the maximum supported rating for the
issuer's derivative exposures is limited to a counterparty's RCR.

However, S&P's ratings are not currently constrained by its ICRs on
any of the counterparties, including the liquidity facility,
derivatives, and bank account providers.

Outlook

S&P said, "We expect the pub sector's earnings visibility to
continue to stabilize as the sector grapples with several issues,
with full-year revenue recovering to 2019 levels by 2023, pub
operators prioritizing investment over deleveraging, and that
credit metrics will take time to recover to 2019 levels. Our
expectations of recovery in profitability and credit metrics in
2022 and 2023 will be the key factors in shaping our views of
issuers' underlying credit quality and will be the main reason for
any rating actions.

"At the same time, we anticipate that food-led operators with
eating-in and takeaway options will fare better than their wet-led
counterparts. In addition, pubs exposed to suburban locations will
continue to benefit from the implementation of hybrid working
models post pandemic. For many rated pub operators, their
significant freehold property portfolios have offered substantial
operational and financial flexibility, but we have yet to see
meaningful large-scale valuation support from conversions or
alternative uses for pub properties. Rather, we expect that their
quality of earnings will be a more defining factor in the credit
profile compared with the quantum of real estate ownership. We
expect the L&T model to show more resilience going forward than the
managed model as, under the latter, the pub is directly exposed to
increasing costs, which creates a higher pressure and volatility on
earnings.

"As we receive more issuer-specific and industry-level data, we
will assess the transaction to determine whether rating actions are
warranted."

Downside scenario

S&P said, "We may consider lowering our rating on the class A notes
if their minimum projected DSCRs in our base case scenario falls
below 1.20x coverage or in our downside scenario have a
material-adverse effect on each class's resilience-adjusted
anchor.

"We could also lower our rating on the class B notes if their
minimum projected DSCR in our base-case scenario falls below a
1.10x coverage or if our downside scenario has a material-adverse
effect on each class's resilience-adjusted anchor. This could be
brought about if we thought Marston's Pubs' liquidity position had
weakened, for example, due to a material decline in cash flows, a
tightening of covenant headroom, or reduced access to the overall
group's committed liquidity facilities."

Upside scenario

Due to the current economic situation, S&P does not anticipate
raising its assessment of Marston's Pubs' BRP over the near to
medium term.

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

-- Health and safety


MISSGUIDED: Mike Ashley Buys Business Out of Administration
-----------------------------------------------------------
Louis Ashworth at The Telegraph reports that Mike Ashley has added
Missguided to his retail empire after buying the fashion group out
of administration for GBP20 million.

His FTSE 250-listed company Frasers Group has "acquired certain
intellectual property" belonging to the women's retailer, it said
on June 1, The Telegraph relates.

Missguided collapsed on May 30, with administrators Teneo pinning
its demise on rising inflation, supply chain costs and weakening
consumer confidence, The Telegraph recounts.

The group's suppliers are still owed millions of pounds, and have
filed a complaint with the Insolvency Service, The Telegraph
notes.

According to The Telegraph, under the deal announced on June 1, it
will be operated by Teneo for eight weeks before joining Frasers as
a "standalone business".

"We are delighted to secure a long-term future for Missguided,
which will benefit from the strength and scale of FG's platform and
our operational excellence.  Missguided's digital-first approach to
the latest trends in women's fashion will bring additional
expertise to the wider Frasers Group," The Telegraph quotes Mr.
Ashley's son-in-law Michael Murray, chief executive of Frasers
Group, as saying.

Missguided, based in Manchester, was founded in 2009 by Nitin Passi
and developed into a major UK online fashion brand.


SPIRIT ISSUER: S&P Affirms 'BB+' Rating on Class A5 Notes
---------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' credit rating on Spirit
Issuer PLC's class A5 notes.

Spirit Issuer is a corporate securitization backed by operating
cash flows generated by the borrowers, Spirit Pub Company (Leased)
Ltd. and Spirit Pub Company (Managed) Ltd. (Spirit Pub,
collectively). These operating cash flows are the primary source of
repayment for an underlying issuer-borrower secured loan. Spirit
Pub operates an estate of tenanted and managed pubs. The original
transaction closed in November 2004 and was tapped in November
2013.

The transaction features one class of notes, the proceeds of which
have been on-lent by Spirit Issuer, the issuer, to Spirit Pub, the
borrowers, via issuer-borrower loans. The operating cash flows
generated by the borrowers are available to repay their borrowings
from the issuer, which in turn uses those proceeds to service the
notes. The class A5 notes are fully amortizing, and our rating
addresses the timely payment of interest and principal due on the
notes, excluding any subordinated step-up interest. The notes pay
fixed interest until December 2028, after which they will pay
floating interest at the three-month London Interbank Offered Rate
(LIBOR) plus 0.30%, with a step-up margin of 0.45%. Our rating does
not address the step-up margin.

Business risk profile

S&P said, "We have applied our corporate securitization criteria as
part of our rating analysis of the notes in this transaction. As
part of our analysis, we assess whether the operating cash flows
generated by the borrower are sufficient to make the payments
required under the notes' loan agreements by using a debt service
coverage ratio (DSCR) analysis under a base-case and a downside
scenario. Our view of the borrowing group's potential to generate
cash flows is informed by our base-case operating cash flow
projection and our assessment of its business risk profile (BRP),
which we derive using our corporate methodology.

Recent performance and events

In the financial year 2021 ended in January 2022, Spirit Pub had
disposed of four managed and nine tenanted pubs from the
securitized portfolio.

Overall, in the financial year 2021, the tenanted segment decreased
by about 4.0% (by number of pubs), whereas the managed segment
decreased by about 1.3% (by number). Spirit Pub's estate consisted
of 517 outlets at the end of financial year 2021, of which 300 were
managed and 217 were tenanted.

Lockdown at the start of the 2021 financial year, followed by the
staged reopening of the pubs, and the development of a new COVID-19
variant (Omicron) in December 2021, materially affected revenue and
EBITDA. Total revenues were GBP207.6 million, a 62.8% decrease from
financial year 2019, while reported EBITDA was GBP22.1 million, a
82.6% decrease from financial year 2019. Over the same period,
revenue per pub decreased by 44.4% and EBITDA per pub decreased by
73.9%. Lower EBITDA was also due to a decrease in EBITDA margin (to
10.6% from 22.7% in financial year 2019) based on the reported
figures.

Cost inflation headwinds present a major challenge to the
hospitality sector as a whole, most notably in utilities, wages,
and food, which we expect may result in higher volatility of
profitability in the near future. Companies within the sector have
been able to increase prices and pass along some of the cost
inflation and limit the effects on the recovery. It is difficult to
pass on price rises in the value brands. However, premium and food
led business have more capacity to increase prices. In addition to
price increases, the growth is largely due to increases in spend
per head for Spirit Issuer. When people do go out, they are
prepared to spend more, order more specials, and to trade up their
menu. Spend per head, more than price, is driving the growth. There
is some ability to pass through price increases.
We continue to assess borrower's BRP as weak. Overall, we believe
that Spirit's size and profitability are not at the same level as
the other pub operators we rate. Spirit's securitized portfolio has
been persistently shrinking over the past few years, from 1,010
sites in 2017 to 516 sites in April 2022. This substantially
reduced Spirit's scale, with a direct consequence on revenues and
EBITDA, which have been declining over the past few years. The
operator also has a lower share of freehold and long leasehold
assets compared to its peers, which increases its operating
leverage and could cause volatility in a downturn. In addition, a
lower scale and cost inflation arising from the increase in the
national living wage could have a negative impact on its margins
over the medium term.

The business has similar metrics to the Greene King group's main
securitization platform (Greene King Finance PLC), which has a fair
BRP. However, Spirit's size is about one-third of Greene King
Finance, and as most of the securitized liabilities have now been
repaid, we expect that the Spirit platform will not play a central
role in the parents' strategy in the future. This in our view is
supported by the fact that various covenants under the intercompany
loan agreement between Spirit Pub Company (Managed) Ltd. and Spirit
Pub Company (Leased) Ltd. (the borrowers) and the issuer have been
previously breached and not actively waived.

Issuer's liquidity position

The committed liquidity facility remains undrawn with GBP15.01
million available to the issuer.

On June 22, 2020, Spirit Managed Funding Ltd. advanced to the
borrowers (Spirit Pub), on an uncommitted basis, a subordinated
loan facility with a limit of up to GBP100 million. The
subordinated loan can be applied toward the working capital and
debt service requirements of the borrowers.

Libor transition

The company has not fully completed the necessary amendments to
transition its financing arrangements in advance of the
discontinuation of LIBOR as a floating reference rate, replacing
LIBOR with a Sterling Overnight Index Average (SONIA) based rate.

Since the remaining class A5 notes do not switch to a floating rate
until December 2028 and the class A5 interest rate swap does not
become effective until December 2028, there is no immediate cash
flow exposure to LIBOR. S&P will continue monitoring the
situation.

Rating Rationale

Spirit Issuer's primary sources of funds for principal and interest
payments on the outstanding class of notes are the loan interest
and principal payments from the borrowers, which are ultimately
backed by future cash flows generated by the operating assets.
S&P's rating addresses the timely payment of interest and principal
due on the notes.

DSCR analysis

S&P said, "Our cash flow analysis serves to both assess whether
cash flows will be sufficient to service debt through the
transaction's life and to project minimum DSCRs in our base-case
and downside scenarios.

"Our current view is that the maximum liquidity stress, resulting
from the COVID-19 pandemic on those sectors directly affected by
the U.K. government's response, has passed and that the hardest-hit
sectors will recover to near 2019 levels in 2023. Importantly, it
is our current view that the pandemic will not have a lasting
effect on the industries and companies themselves, meaning that the
long-term creditworthiness of the underlying companies will not
fundamentally or materially deteriorate over the long term.

"Our downside analysis provides unique insight into a transaction's
ability to withstand the liquidity stress precipitated by the
closure of pubs in the U.K. Given those circumstances, the outcome
of our downside analysis alone determines the resilience-adjusted
anchor. As a result, our analysis begins with the construction of a
base-case projection from which we derive a downside case. However,
we have not determined our anchor, which does not reflect the
liquidity support at the issuer level--which we see as a mitigating
factor to the liquidity stress we expect to result from the U.K.
government's response to the COVID-19 pandemic. Rather, we
developed the downside scenario from the base case to assess
whether the COVID-19 liquidity stress would have a negative effect
on level of the resilience-adjusted anchor for each class of
notes.

"That said, we performed the base-case analysis to assess whether,
post-pandemic, the anchor would be adversely affected given the
long-term prospects currently assumed under our base-case
forecast."

Base-case forecast

S&P typically does not give credit to growth after the first two
years. However, in this review it considers the growth period to
continue through financial year 2024 in order to accommodate both
the duration of the COVID-19 stress and the subsequent recovery.
The recovery to pre-COVID-19 levels is expected to take longer than
initially anticipated due to cost inflation.

Spirit Issuer's earnings depend mostly on general economic activity
and discretionary consumer demand. Considering the state of and
prognoses for the COVID-19 pandemic, our current assumptions for
the U.K. are:

-- Following a subdued start to the year, it now appears more
likely that headwinds will prevail over tailwinds the next two
quarters. Therefore, S&P expects GDP growth will be limited to 3.3%
in 2022, 1.2% in 2023, and 2.5% in 2024.

-- The risks to S&P's forecasts have picked up since its previous
forecast and remain firmly on the downside. The Russia-Ukraine
conflict is more likely to drag on and escalate than end earlier
and deescalate, in its view, pushing the risks to the downside.

-- S&P's second main worry is inflation remaining higher for
longer, requiring central banks to raise rates more than is
currently priced in, risking a harder landing, including a larger
hit to output and employment. In a particularly bad variation of
this risk, fuel and food inflation would remain high even if core
inflation (that central banks more directly control) declines,
leading to stagflation.

-- Considering the potential effects from S&P's macroeconomic
outlook and current expectations for the recovery prospects of the
sector, has revised its forecasts through to 2024.

-- S&P said, "We expect revenue per pub for financial year 2022 to
be marginally below (3%-5% lower) pre-pandemic levels. Revenue per
pub is expected to recover to pre-pandemic levels in financial year
2023. We assume the number of pubs in the securitization platform
will remain broadly the same as in financial year 2021."

-- Reported EBITDA margins for 2022 are projected to be about 20%.
S&P expects EBITDA margins to be squeezed in financial year 2022
when compared with financial year 2019, because of inflationary
pressures on wages and other input costs. S&P assumes some benefit
from energy price hedges, which are in place for most of 2022.

Downside DSCR analysis

S&P said, "Our downside DSCR analysis tests whether the
issuer-level S&P said, "structural enhancements improve the
transaction's resilience under a moderate stress scenario. Greene
King Retailing falls within the pubs, restaurants, and retail
industry. Considering U.K. pubs' historical performance during the
financial crisis of 2007-2008, in our view, a 15% and 25% decline
in EBITDA from our base case is appropriate for the managed and
tenanted pub subsectors, respectively."

"The COVID-19 liquidity stress resulted in a reduction in EBITDA
that is far greater than the 15% and 25% declines we would normally
assume under our downside stresses for managed and tenanted pubs,
respectively. Hence, our downside scenario comprises both our
short- to medium-term EBITDA projections during the liquidity
stress period and our long-term forecast, but with the level of
ultimate recovery limited to 15% and 25% lower than what we would
assume for a base-case forecast over the long-term for managed and
tenanted pubs, respectively. For example, our downside scenario
forecast of EBITDA reflects our base-case assumptions for recovery
into financial year 2023 (on a comparable basis) until the level of
EBITDA is within 85% and 75% of our projected long-term EBITDA for
managed and tenanted pubs, respectively.

"Our downside DSCR analysis resulted in a strong resilience score
for the class A5 notes, which is unchanged from our previous
review,. This reflects the headroom above a 1.80:1 DSCR threshold
that is required under our criteria to achieve strong resilience
score after considering the level of liquidity support available to
the class A5 notes.

"Each class's resilience score corresponds to rating
categories--excellent at 'AAA' through vulnerable at 'B'. Within
each category, the recommended resilience-adjusted anchor reflects
notching based on where the downside DSCR falls within a range. As
a result, the resilience-adjusted anchor for the class A5 notes
would not be adversely affected under our downside scenario."

Liquidity facility adjustment

Given that S&P has given full credit to the liquidity facility
amount available to each class of notes, a further one-notch
increase to any of the resilience-adjusted anchors is not
warranted.

Modifiers analysis

No adjustment, which is unchanged since S&P's previous review.

Comparable rating analysis

S&P said, "We considered a one-notch downward adjustment to the
potential rating, which is unchanged from our previous review.

"In our assessment, we considered the current small size of the
securitization estate compared with its peers (with the next
smallest being Marston's Issuer PLC, with 943 pubs). We expect the
securitization estate to continue to shrink.

"Currently, the observed headroom in our downside DSCR analysis
does not provide a sufficient comfort level due to uncertainty
surrounding the timing and robustness of the COVID-19 recovery and
long-term disposal strategy of the borrower. The borrower may
continue to sell pubs to Greene King as part of a broader strategy
to consolidate the Greene King Retail and Spirit Pub estates and
simplify their management and reporting structures. The aim is to
shrink the platform subject to financial covenants and restricted
payment conditions being met. This will further compress the
currently observed headroom in the DSCR."

However, in the near term, there will not be many disposals because
it is likely that the disposal DSCR test will not be met for at
least the next two quarters.

Counterparty risk

S&P said, "We do not consider the bank account agreement to be in
line with our current counterparty criteria due to the weakness of
the contractual remedies provided in the documentation. Therefore,
our rating on the notes in this transaction is capped at the issuer
credit rating (ICR) on the bank account provider (Barclays Bank
PLC).

"The class A5 notes are supported by an interest rate swap
agreement. We assess the collateral framework as weak under our
counterparty criteria, notably due to the length of the remedy
period to begin collateral posting, while the replacement
commitment is robust enough that we give credit to it. As the swap
in this transaction is collateralized, we consider the resolution
counterparty rating (RCR) on the swap counterparty as the
applicable counterparty rating (if we have assigned one), otherwise
we rely on the counterparty's ICR. American International Group
Inc. as interest rate swap counterparty guarantor holds only an
ICR."

This combination of factors results in a maximum supported rating
on the class A5 notes at the level of the lowest applicable rating
among the ICR on the account bank and the ICR on the swap
counterparty's guarantor.

The current minimum applicable rating is above the rating on the
class A5 notes, so it does not currently constrain our rating.

Outlook

S&P said, "We expect the pub sector's earnings visibility to
continue to stabilize as the sector grapples with several issues
including cost inflation, with full-year revenue to recover to
financial year 2019 levels by financial year 2023. Factoring in
additional inflationary pressures and the strained macroeconomic
outlook, we expect that credit metrics will take time to recover to
2019 levels, with our current expectation being financial year
2023. Our expectations of recovery in profitability and credit
metrics in 2022 and 2023 will be the key factors in shaping our
views of issuers' underlying credit quality could influence future
rating actions.

"In our view, managed pub models are directly exposed to increasing
costs and reduced availability of labor, which will create higher
pressure and volatility on earnings. We expect the leased and
tenanted model to be relatively more resilient compared with the
managed model during this period of high inflation, high staff
costs, and spiraling energy prices." At the same time, operators
with a higher proportion of premium brands and food-led business
have some capacity to pass on price rises.

Performance is expected to be stronger in suburban locations than
city centers, as consumers stay local. Footfall within major cities
remains below pre-pandemic levels as much of the workforce
continues to work from home, making trading in city centers more
challenging. However, footfall has been slowly increasing in cities
and an improvement in performance has followed, a trend which is
expected to continue. S&P said, "We believe that the desire to
socialize in pubs and restaurants remains strong and that there is
pent-up demand, which has built up during the closure. However, we
also note that increases in expenditure on basic goods like food
and gas could adversely affect consumer sentiment and discretionary
spending."

S&P said, "For many rated pub operators, their significant freehold
property portfolios have offered substantial operational and
financial flexibility, but we have yet to see meaningful
large-scale valuation support from conversions or alternative uses
for pub properties. Rather, we expect that their quality of
earnings will be a more defining factor in the credit profile
compared with the quantum of real estate ownership."

Downside scenario

S&P could lower its ratings on the notes if it revised its current
assessment of Spirit Pub's BRP to vulnerable from weak. This could
occur if cost increases result in a sharp decline in reported
EBITDA or the EBITDA margin, or a reduction in the scale of the
securitized estate, potentially due to a continuation of the
group's accelerated disposal program.

S&P said, "We may also consider lowering our rating on the notes if
our minimum projected DSCR falls below 1.2:1 in our base-case
scenario. This could happen if deteriorated trading conditions
reduce cash flows available to the borrowing group to service its
rated debt. The quality of earnings will, in our view, be largely
driven by the ability to manage cost pressures."

Upside scenario

Due to the current economic situation, S&P does not anticipate
raising our assessment of Spirit Pub's BRP over the near to medium
term.

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

-- Health and safety


TOGETHER ASSET 2022-CRE-1: S&P Gives (P)BB+ Rating on Cl. D Notes
-----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Together
Asset Backed Securitisation 2022-CRE-1 PLC's (TABS 2022 CRE1) class
B-Dfrd, C-Dfrd, and D-Dfrd notes, as well as the issued loan note.
At closing, TABS 2022 CRE1 will also issue unrated class X and Z
notes.

The static transaction securitizes a provisional portfolio of
GBP391 million mortgage loans, secured on commercial (76.67%),
mixed-use (20.68%), and residential (2.66%) properties in the U.K.

This is the third transaction we have rated in the U.K. that
securitizes small ticket commercial mortgage loans, after Together
Asset Backed Securitisation 2021-CRE1 PLC and Together Asset Backed
Securitisation 2021-CRE2 PLC.

The loans in the pool were originated by Harpmanor Ltd. between
2015 and 2016, and by Together Commercial Finance Ltd. from 2015 to
2022. Both are subsidiaries of Together Financial Services Ltd.

S&P said, "We consider the nonresidential nature of most of the
pool as higher risk than a fully residential portfolio,
particularly the loss severity. We have nevertheless assessed these
loans' probability of default using our global RMBS criteria as the
method by which the loans were underwritten and are serviced
resembles that of Together's residential mortgage portfolio. On the
loss severity side however, we have used our covered bond
commercial real estate criteria to fully capture the market value
declines associated with commercial properties."

At closing, credit enhancement for the rated notes will consist of
subordination. Following the step-up date, additional
overcollateralization will also provide credit enhancement. The
overcollateralization will result from the release of the excess
amount from the revenue priority of payments to the principal
priority of payments.

Liquidity support for the loan notes is in the form of an
amortizing liquidity reserve fund. Principal can also be used to
pay interest on the most-senior class outstanding (for the rated
notes only).

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

S&P said, "Our preliminary ratings on the notes also reflect their
ability to withstand the potential repercussions of extended
recovery timings and largest borrower default sensitivities.

"There are no rating constraints in the transaction under our
counterparty, operational risk, or structured finance sovereign
risk criteria. We consider the issuer to be bankruptcy remote."

  Preliminary Ratings

  CLASS     PRELIM. RATING*   AMOUNT (MIL. GBP)

  Loan note      AA+ (sf)      327.328       
  B-Dfrd         A+ (sf)        17.028
  C-Dfrd         BBB+ (sf)      13.244
  D-Dfrd         BB+ (sf)        7.568
  X              NR             20.812
  Z              NR             18.923
  Residual cert  NR                N/A

  NR--Not rated.
  N/A--Not applicable.



                           *********


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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