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

                          E U R O P E

          Friday, March 5, 2021, Vol. 22, No. 41

                           Headlines



C Z E C H   R E P U B L I C

CZECH AIRLINES: Partly Attributes Insolvency on Lack of Funding


D E N M A R K

DKT HOLDINGS: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable


F R A N C E

CASPER MIDCO: S&P Alters Outlook to Negative & Affirms 'CCC+' ICR


G E R M A N Y

DEUTSCHE LUFTHANSA: Moody's Completes Review, Retains Ba2 Rating
GRENKE: Special Audit Uncovers String of Failings
LUFTHANSA: Incurs EUR5.5-Bil. Operating Loss in 2020


G R E E C E

NAVIOS MARITIME: S&P Lowers ICR to 'CCC', Outlook Negative


I R E L A N D

AQUEDUCT EUROPEAN 1-2017: S&P Assigns B- Rating on F Notes
BANK OF IRELAND GROUP: Fitch Assigns BB- Rating on AT1 Notes
CONTEGO CLO IV: S&P Affirms B- Rating on Class F Notes
GLENBEIGH 2 Issuer: S&P Gives Prelim. B Rating on Class F Notes


I T A L Y

TEAMSYSTEM HOLDING: Fitch Affirms 'B' LT IDR, Outlook Stable


L U X E M B O U R G

MINERVA LUXEMBOURG: Fitch Assigns BB Rating on USD1 Billion Notes
MINERVA LUXEMBOURG: S&P Rates New $1BB Sr. Unsecured Notes 'BB'


N E T H E R L A N D S

GREENKO DUTCH: Fitch Assigns BB Rating on Proposed USD Notes


S P A I N

FC BARCELONA: Loses State Aid Legal Battle with European Union


U N I T E D   K I N G D O M

BUSY BEES: Moody's Assigns B3 CFR on Fragmented Market Position
BUSY BEES: S&P Assigns 'B-' LongTerm ICR, On CreditWatch Negative
PINNACLE BIDCO: Fitch Affirms 'B-' LongTerm IDR, Outlook Negative
SEADRILL: Takes Additional US$2.9BB Impairment on Assets
TAURUS UK 2021-1: Moody's Rates GBP33.1M Class E Notes 'Ba3'

TWIN BRIDGES 2021-1: S&P Assigns BB Rating on Class X1 Notes


X X X X X X X X

[*] BOOK REVIEW: Hospitals, Health and People

                           - - - - -


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C Z E C H   R E P U B L I C
===========================

CZECH AIRLINES: Partly Attributes Insolvency on Lack of Funding
---------------------------------------------------------------
David Kaminski-Morrow at FlightGlobal reports that Czech Airlines'
insolvency petition sets out the scale of the company's financial
problems, which it partly attributes to the inability to source
rescue funding from the Czech government.

The company's petition to a Prague municipal court states it has
266 creditors, with the total liability to suppliers amounting to
CZK809 million (US$37.1 million) as of Feb. 25, FlightGlobal
relates.

But the petition, seen by FlightGlobal, adds that there is a debt
of nearly Kc1 billion to "hundreds of thousands" of passengers who
are owed for the cancellation of flights.

"[Czech Airlines] is unable to meet these obligations owing to a
lack of liquid funds," the petition states, adding that the
company's liabilities exceed the value of its assets.

"For this reason, the [company] is also in a state of
over-indebtedness."

It is blaming the need to file the petition on a combination of the
impact of the pandemic, an absence of support from the Czech
government, and the competitive pressure from other better-funded
carriers, FlightGlobal discloses.

"Virtually all of the [airline's] competitors have received
significant state aid," it says.

The petition puts the company's revenues last year at CZK1.69
billion compared with CZK8.5 billion in 2019 and over CZK9 billion
in 2018, FlightGlobal notes.

Czech Airlines says it has tried to reduce its operating costs to a
"sustainable minimum" since the beginning of the crisis, and sought
the necessary scope for restructuring through a court moratorium on
its property obtained in August 2020, and extended for three months
in November, FlightGlobal discloses.

According to FlightGlobal, the company states that it used this
temporary protection "from the outset" to start to stabilize its
business, improve efficiency and cut losses.

Czech Airlines has "repeatedly" attempted to discuss conditions for
compensation or financial support from the Czech government and
individual ministries, the petition claims, FlightGlobal  relays.

It says the "historically unprecedented" crisis resulting in a
"significant decline" in sales and "zero compensatory state
support" -- in contrast to "generous" assistance to competitors --
has left the company unable to extricate itself from its difficult
position without protection from creditors, FlightGlobal
discloses.

According to FlightGlobal, while the airline has faced
"understandable" pressure from creditors during the moratorium, the
creditors "in the vast majority of cases" have respected the
company's situation and "sought to find compromises" to ensure its
survival, the petition says -- although it also says it has
"struggled" with demands from some individual creditors and
potential seizure of its assets.




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D E N M A R K
=============

DKT HOLDINGS: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed DKT Holdings ApS's (DKT), the owner of
Danish telecoms company TDC A/S (TDC), Long-Term Issuer Default
Rating (IDR) at 'B+' with a Stable Outlook.

The ratings of DKT reflect high leverage and intense competition,
which is likely to persist in all business segments. However, Fitch
expects that TDC to be able to address pressures on revenues with
efficient cost-optimisation measures. The ratings are supported by
its strong domestic positions in mobile, broadband and TV
businesses underpinned by its leadership in infrastructure quality
and coverage.

The affirmation reflects Fitch's expectation of funds from
operations (FFO) net leverage remaining comfortably within the
rating's thresholds. Fitch believes that the company retains good
flexibility in managing its leverage via capex and dividends.

Fitch also upgraded the rating of senior unsecured notes to
'BB+'/'RR1' from 'BB'/'RR2' following Fitch's revised view of the
structural and legal characteristics of the debt.

KEY RATING DRIVERS

High Leverage Sustainable: Fitch expects DKT's FFO net leverage to
remain stable at around 6.1x in 2021-2023, implying healthy
headroom under Fitch's rating sensitivities. Leverage in 2019-2021
is under pressure from large investments in fixed and mobile
infrastructure, which Fitch expects to notably reduce from 2022.
Fitch expects that with the decline in capex, DKT is likely to
resume dividend payments, constraining its deleveraging. However,
DKT has a record of prudent approach and Fitch believes it retains
flexibility in managing its leverage via dividend cuts and phasing
its capex programme.

Capex to Moderate: Fitch expects capex to peak in 2021 and to
decline to 20%-25% of sales in 2022-2024 from around 30%-35% in
2019-2021. The peak capex is driven by heavy investments in 5G and
fibre network deployment, which Fitch believes would be supportive
of maintaining TDC's long-term competitiveness. With its 5G network
upgrade largely completed, the fibre rollout will be the main
component of its expansionary capex programme. TDC retains
substantial flexibility in managing the pace of this rollout.
Active partnerships with utility companies secure fibre coverage in
areas where TDC does not have its own fibre network.

Intense Competition: The Danish telecoms market is highly
competitive, which results in ongoing pressures on TDC's sales. It
saw a double-digit yoy decline in its TV segment's revenue in 2020
after a dispute with Discovery was followed by a removal of its
channels from TDC's TV offerings. This had a negative impact on its
mobile and internet segments where contracts were tied to TV and
customers are sensitive to content proposition. The pressure was
most pronounced in 1H20, before easing in 2H20 as revenue improved.
Fitch expects the segment to stabilise from 2021, supported by
investments in additional content.

5G Capex to Show Results: Accelerated investments in 5G and an
early launch of the service nationwide ahead of other operators
should give TDC some competitive advantage in mobile, which Fitch
expects to start feeding into improved performance in 2021.
Visibility on the fibre-rollout impact is limited in the medium
term as it depends on the level of competitive intensity and fibre
take-up rates. However, Fitch believes strong fibre coverage
provides long-term protection in the form of wholesale revenue from
third-party operators.

Margins Improvement: Strong implementation of cost-efficiency
measures suggests potential further improvement in profitability.
TDC reported a 9.5% yoy decline in operating expenses in 2020,
which resulted in a 1.5pp yoy increase in Fitch-defined EBITDA
margin for that period. The completion of separation of network and
service companies and of 5G rollout should support margins in 2021
on top of ongoing cost-optimisation initiatives. However, Fitch
expects some increase in content acquisition to reverse declining
revenue in TV to limit margin expansion. Overall Fitch expects
profitability improvement to offset expected declining revenue in
2021-2022 to result in largely stable EBITDA.

Senior Unsecured Debt Upgrade: Fitch upgraded the rating of senior
unsecured notes at TDC A/S following Fitch's revised view that the
structural and legal characteristics of the debt are sufficiently
robust not to apply a cap at 'RR2' and to treat TDC's senior
secured and senior unsecured debt on a pari passu basis. TDC's
operating subsidiaries Nuuday and TDC NET, due to their demerger
under Danish law, will be liable on a statutory basis to satisfy
existing noteholders' claims if TDC defaults on these notes.
Fitch's recovery waterfall suggests 97% recovery for both secured
and unsecured instruments. Under Fitch's criteria, senior unsecured
debt is typically capped at 'RR2'.

DERIVATION SUMMARY

DKT's ratings reflect TDC's leading position within the Danish
telecoms market. The company has strong in-market scale and market
shares in both the fixed and mobile segments. Ownership of both the
cable and copper-based local access network infrastructure partly
reduces the company's operating risk profile, even though TDC faces
network competition from FTTH fibre deployed by Danish electricity
companies in parts of the country. Domestic European incumbent
peers typically face infrastructure-based competition from cable
network operators.

DKT is rated lower than other peer incumbents, such as Royal KPN
N.V (BBB/Stable), due to notably higher leverage. It is more in
line with cable operators with similarly high leverage, such as
VodafoneZiggo Group B.V. (B+/Stable), Telenet Group Holding N.V.
(BB-/Stable) and Virgin Media Inc. (BB-/Stable). DKT's incumbent
status, leading positions in both the fixed and mobile markets, and
unique infrastructure ownership justify higher leverage thresholds
than cable peers.

KEY ASSUMPTIONS

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

-- Low single-digit revenue decline in 2021-2022 and growth of
    less than 1% in 2023-2024.

-- Fitch-defined EBITDA margin to improve to 37.4% in 2023 from
    36.5% in 2021, on the back of an extensive cost-transformation
    plan.

-- Capex to peak at 35% of revenue in 2021, which includes
    deferred cash capex payment from 2020, before falling to
    around 22%-23% in 2022-2024.

-- No dividend in 2021 and dividends of around DKK400 million per
    year in 2022-2023.

-- Negative working capital change of around 1%-1.5% of revenue
    in 2022-2024.

KEY RECOVERY RATING ASSUMPTIONS

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

-- A 10% administrative claim.

-- Fitch's going-concern EBITDA estimate of DKK5 billion reflects
    Fitch's view of a sustainable, post-reorganisation EBITDA
    level upon which Fitch bases the valuation of the company.

-- Fitch's going-concern EBITDA estimate is 14% below the Fitch
    defined 2020 EBITDA.

-- An enterprise value (EV) multiple of 6x is used to calculate a
    post-reorganisation valuation and reflects a distressed
    multiple. The multiple reflects TDC's incumbent position in
    Denmark and is also in line with that used for large European
    cable operators, which also have solid market position and own
    significant network assets.

-- Fitch estimates the total amount of debt claims at DKK39.1
    billion, which includes debt instruments at the opco and
    holdco levels, as well as full drawings on available credit
    facilities, comprising EUR845 million facilities at TDC and a
    EUR100 million revolving credit facility (RCF) at DKT Finance
    ApS.

RATING SENSITIVITIES

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

-- FFO net leverage sustainably below 5.7x.

-- Neutral-to-positive free cash flow (FCF) reflecting a stable
    competitive market position and a normalising capex profile.

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

-- FFO net leverage sustainably above 6.5x

-- Increased competitive intensity in the Danish telecoms market,
    resulting in declining EBITDA margin and weak pre-dividend
    FCF.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Reasonable Liquidity: At end-2020, DKT had a consolidated cash
balance of DKK459 million. Fitch expects the business to generate
negative pre-dividend FCF until 2022 due to high capex.

It has sufficient liquidity provided by EUR845 million RCF at TDC
and a EUR100 million RCF at DKT Finance ApS. Both facilities were
undrawn as of end-2020. The latter at DKT Finance ApS will see
EUR50 million expire in 2021 and the remainder in 2022. The RCF at
TDC expires in 2024. The debt maturity profile is reasonable, with
the next debt repayment in 2022.

ESG CONSIDERATIONS

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




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

CASPER MIDCO: S&P Alters Outlook to Negative & Affirms 'CCC+' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on B&B Hotels' parent Casper
MidCo SAS while affirming its 'CCC+' ratings on the parent and
first-lien TLB issued by Casper Bidco SAS, as well as its 'CCC-'
issue rating on the second-lien TLB. S&P also assigned its 'CCC+'
rating to the proposed EUR100 million first lien TLB add-on, with a
recovery rating of '3'.

S&P said, "The negative outlook reflects our view that material
macroeconomic uncertainty and further COVID-19-related risks imply
a fragile and slow recovery for the lodging sector, which could
prevent B&B Hotels' credit metrics from recovering in line with our
base-case assumptions.

"We have revised our forecasts for B&B Hotels because we foresee a
more prolonged recovery of demand than previously anticipated."

COVID-19 is continuing to affect economic activity in Europe, with
several countries maintaining restrictions to curb the virus, and
B&B Hotels' recovery has not been in line with our previous base.
S&P said, "We now estimate that the revenue per available room
(RevPar) and total revenue in 2020 will have declined by about 50%
from EUR39 and EUR638 million, respectively, in 2019. We anticipate
the operating environment will remain difficult in the next few
quarters, affecting travel and hotel demand and further delaying
the group's recovery. We forecast B&B Hotels will gradually return
to growth in 2021, but the RevPar will remain at least 30% below
that in 2019. We expect it will translate into revenue and S&P
Global Ratings-adjusted EBITDA remaining about 20% and 35%,
respectively, below 2019 levels as new capacity comes on stream."

FOCF will likely stay largely negative and leverage very high for a
prolonged period.   S&P said, "We forecast revenue contraction will
further delay deleveraging compared with our previous base case,
such that adjusted leverage will well exceed 15x in 2020 and return
close to 15x in 2021, compared with 7.6x in 2019. We understand the
group's strategy is to continue expanding to gain market share,
despite the challenging operating environment. In 2020, the group
opened 31 hotels and plans to open 53 more in 2021, which will
result in development capital expenditure (capex) remaining
elevated, further squeezing cash flow. In our revised base case,
FOCF after lease payments and sale-and-lease back proceeds will
reach negative EUR175 million in 2020 and at least negative EUR90
million in 2021, compared with positive EUR10 million in 2019. In
our view, this will put additional strain on the group's capital
structure and we don't expect it will return to positive cash flow
in the medium term. This leaves B&B Hotels reliant on favorable
macroeconomic and business conditions to meet its financial
commitments."

The proposed transaction will provide greater liquidity to face
continued headwinds this year, albeit with a long-term increase of
debt.   B&B Hotels intends to issue an EUR100 million add-on to its
first-lien TLB due 2026 to strengthen its liquidity position amid
the challenging operating environment. S&P understands the lenders
under the EUR87 million French government-guaranteed loan (PGE)
have agreed to waive the clause under the PGE limiting B&B's
ability to raise additional liquidity while it is outstanding. In
conjunction to the incremental TLB, B&B's financial sponsor,
Goldman Sachs MBD, will inject EUR80 million of equity into the
company, which it views as positive since it shows long-term
shareholder support. The equity contribution comprises preference
shares that it considers equity like. As of Dec. 31, 2020, B&B
hotels had about EUR40 million of cash on the balance sheet. Pro
forma the transaction, available liquidity totals about EUR348
million, including a EUR120 million undrawn revolving credit
facility (RCF). The new facility and equity contribution should
enable the group to face continued headwinds this year, but the
additional debt will further delay deleveraging once demand
recovers.

As vaccine rollouts in several countries continue, S&P Global
Ratings believes there remains a high degree of uncertainty about
the evolution of the coronavirus pandemic and its economic effects.


Widespread immunization, which certain countries might achieve by
midyear, will help pave the way for a return to more normal levels
of social and economic activity. S&P uses this assumption about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly.

Environmental, social, and governance (ESG) credit factors for this
credit rating change:

-- Health and safety

The negative outlook reflects S&P's view that material
macroeconomic uncertainty and further COVID-19-related risks imply
a fragile and slow recovery for the lodging industry. This could
prevent B&B Hotels' credit metrics from improving in line with our
base case, resulting in increased stress on the group's capital
structure or liquidity position. Such a scenario could increase the
likelihood of default events, such as a debt restructuring, debt
purchase below par, or material liquidity shortfall.

S&P could lower the ratings if it sees an increased risk of default
in the next 12 months. This could occur if:

-- The COVID-19 disruption is more pronounced and lasts longer
than we expect in our base case, resulting in a heightened risk of
liquidity stress, covenant breach, or material deterioration in the
group's financial position and performance; or

-- S&P saw an increasing probability of specific default events,
such as the likelihood of interest forbearance, a broader debt
restructuring, or debt purchases below par.

Ratings upside could build if, in S&P's view:

-- A firmly stable macroeconomic and operating environment offered
greater certainty of business performance, recovery of demand, and
consumer confidence;

-- The group's capital structure proved sustainable in the longer
term, with leverage more likely to return to 2019 levels and
positive FOCF after leases and asset disposals;

-- There was no liquidity pressure and S&P viewed liquidity as
adequate, or it saw no risk of a covenant breach within the next 12
months; or

-- There was no risk of default events occurring, such as a
purchase of the group's debt below par, a debt restructuring, or
interest forbearance.




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

DEUTSCHE LUFTHANSA: Moody's Completes Review, Retains Ba2 Rating
----------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Deutsche Lufthansa Aktiengesellschaft and other ratings
that are associated with the same analytical unit. The review was
conducted through a portfolio review discussion held on February
25, 2021 in which Moody's reassessed the appropriateness of the
ratings in the context of the relevant principal methodology(ies),
recent developments, and a comparison of the financial and
operating profile to similarly rated peers. The review did not
involve a rating committee. Since January 1, 2019, Moody's practice
has been to issue a press release following each periodic review to
announce its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations

Lufthansa's Ba2 rating reflects the depth of the demand shock
caused by the coronavirus outbreak, its weak profitability before
the crisis and the execution challenges associated with adjusting
capacity and cost structures to suit lower demand. These weaknesses
will only be partly offset by the support offered by the Government
of Germany (Aaa).

Following the German government's decision to take a 20% equity
stake in the airline, Moody's assigned Lufthansa a ba3 Baseline
Credit Assessment (BCA) under Moody's methodology for
government-related issuers (GRIs). Moody's apply one-notch uplift
from the ba3 BCA based on the low dependence and moderate support
assumptions under our GRI methodology. These assumptions are more a
reflection of the temporary nature of the support package as
dictated by the European Union's Framework for Temporary Measures
than of the German government's willingness to provide support.

The principal methodologies used for this review were Passenger
Airline Industry published in April 2018.


GRENKE: Special Audit Uncovers String of Failings
-------------------------------------------------
Olaf Storbeck at The Financial Times reports that embattled German
leasing business Grenke will have to correct its 2019 results after
a special audit ordered by regulators uncovered a string of
failings at a company that has been a target of short-sellers.

The investigation by audit firm Mazars, which German financial
regulator BaFin commissioned in September, found flawed accounting,
poor compliance, undisclosed related-party transactions and
questionable lending by Grenke's in-house bank, the FT relates.

According to the FT, released by Grenke in the early hours of Feb.
26, the company's summary of the probe's interim findings raise
questions over the work by Big Four auditor KPMG, which in the past
issued unqualified audits for the leasing group.

The group's market capitalization has roughly halved over the past
six months, the FT notes.

In a statement, Grenke, as cited by the FT, said it had consulted
with KPMG and accepts the finding, which will mean a correction of
its 2019 figures that will wipe out EUR90 million of the group's
equity.

The probe also found that Grenke Bank made EUR37 million in
problematic loans to small and medium-sized companies, the FT
states.

The summary of the probe also stated that there were "ineffective
process-dependent controls in the internal control system as well
as severe findings on the internal audit and compliance
organization", according to the FT.


LUFTHANSA: Incurs EUR5.5-Bil. Operating Loss in 2020
----------------------------------------------------
Joe Miller at The Financial Times reports that Lufthansa warned
that it will not come close to pre-crisis levels of traffic until
at least the middle of the decade, after the airline slumped to the
worst loss in its history in 2020.

The German group, which includes brands such as Austrian, Brussels,
Swiss and Eurowings, made an operating loss of EUR5.5 billion for
the full year, after global travel bans to combat the coronavirus
pandemic decimated passenger demand, the FT discloses.  This
compared with a EUR2 billion profit in 2019, the FT notes.

Lufthansa, the FT says, is burning through EUR300 million cash per
month.

Despite the worldwide vaccine rollouts, global passenger traffic
was down 72% in January, when compared with the same month in 2019,
the FT relays, citing industry body Iata.

Lufthansa, which plans to permanently retire roughly 100 aircraft,
said it expected its capacity level "to return to 90%" by the
middle of the decade, but warned that it would probably end 2021
having offered just 40% to 50% of its 2019 capacity, the FT notes.

In the short term, however, Lufthansa said it was "prepared to
offer" up to 70% of its pre-crisis capacity to meet resurgent
demand, according to the FT.

The carrier, which employed almost 140,000 people before the
pandemic, has already cut almost 30,000 jobs, and said it would
have to axe roughly 10,000 more in Germany, the FT recounts.

Last June, the Frankfurt-based airline received a rescue package
worth EUR9 billion from governments in Austria, Switzerland,
Belgium and Germany, the FT relates.  

At the end of last year, Lufthansa Group had about EUR10.6 billion
of liquidity, including EUR5.7 billion that remained undrawn from
the bailout package, the FT states.




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G R E E C E
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NAVIOS MARITIME: S&P Lowers ICR to 'CCC', Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit ratings on Navios
Maritime Acquisition Corp. (Navios Acquisition) and its
finance-subsidiary Navios Acquisition Finance (US) Inc. to 'CCC' to
'B-', and its issue rating on the first-priority ship mortgage
notes to 'CCC' from 'B-'. S&P's '3' recovery rating on the notes
remains unchanged.

The negative outlook reflects that S&P could lower its ratings on
Navios Acquisition if it believes it is unable to refinance the
notes and S&P views a distressed exchange or default as highly
likely in the next six months.

Navios Acquisition faces a rising refinancing risk.  Navios
Acquisition's $603 million of outstanding 8.125% first-priority
ship mortgage notes mature on Nov. 15, 2021 and we view its
refinancing options as limited. Its access to bond markets is
constrained as the notes are trading significantly below par. The
company also has no unencumbered ships or access to auxiliary
credit facilities.

S&P said, "We see an increasing likelihood that Navios Acquisition
could engage in a distressed exchange or a restructuring.  Soft
trading conditions in the oil shipping industry, and subdued
prospects for a significant rebound in tanker charter rates
constrained Navios Acquisition's cash flow generation in 2021.
Combined with the approaching debt maturity, limited refinancing
options and marginal available liquidity, there is a rising risk
that the company will engage in transactions with its bondholders
that we could characterize as distressed and accordingly view as a
selective default.

"We view Navios Acquisition's liquidity as weak, reflecting a
material sources-to-uses deficit in the next 12 months.   According
to our base case, the company's sources of cash will be only about
0.1x its uses (including the notes maturity) over the 12 months
from Jan. 1, 2021. Navios Acquisition's key sources of liquidity
include a negligible cash position, after deducting a $40 million
minimum cash requirement under a bank covenant, and our forecast of
funds from operations (FFO) of about $50 million in 2021. Navios
Acquisition's major liquidity uses include the upcoming notes
maturity as well as the annual mandatory secured debt amortization
of about $50 million.

"Weakening credit measures in 2021 could weigh on Navios
Acquisition's ability to refinance its ship mortgage notes.  Softer
tanker charter rates will hinder Navios Acquisition's operating
performance and we expect its S&P Global Ratings-adjusted EBITDA to
fall to $120 million-$140 million in 2021 from a strong $180
million-$190 million we estimate in 2020 (a 50% increase from
2019). We therefore believe that EBITDA this year will be
sufficient to only cover about $80 million of cash interest
expenses and about $50 million of scheduled debt amortization. That
means that the prospects for cash accumulation are limited this
year. We estimate adjusted FFO to debt to have temporarily improved
to about 10% in 2020 (from about 3% in 2019) but subsequently
weakening to 5%-6% in 2021.

"The negative outlook reflects that we could lower our rating on
Navios Acquisition if we believe it is unable to refinance its debt
and if it undertakes actions we could view as distressed exchange
or default in the next six months.

"We could downgrade Navios Acquisition if we believe a default or
distressed exchange appears virtually inevitable in the next six
months.

"We could raise our rating on Navios Acquisition if it refinances
the notes, stabilizes its liquidity position with a ratio of
sources to uses pointing to above 1.2x over the next 12 months, and
its operational performance does not deviate materially from our
current expectations."




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I R E L A N D
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AQUEDUCT EUROPEAN 1-2017: S&P Assigns B- Rating on F Notes
----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Aqueduct European
CLO 1-2017 DAC's class A-R, B-R, C-R, and D-R notes. At the same
time, S&P has affirmed its ratings on the class E and F notes.

On March 3, 2021, the issuer refinanced the original class A, B, C,
and D notes by issuing replacement notes of the same notional.

The replacement notes are largely subject to the same terms and
conditions as the original notes, except for the following:

-- The replacement notes have a lower spread over Euro Interbank
Offered Rate (EURIBOR) than the original notes.

-- The portfolio's maximum weighted-average life has been extended
by 15 months.

The ratings assigned to Aqueduct European CLO 1-2017's refinanced
notes reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
our counterparty rating framework.

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

The portfolio's reinvestment period ends in June 2021.

S&P said, "In our cash flow analysis, we used a EUR398.04 million
adjusted collateral principal amount, the weighted-average spread
(3.40%), the weighted-average coupon (3.50%), the covenanted
fixed-rate asset bucket (7.5%), and floating-rate bucket (92.5%),
and the covenanted weighted-average recovery rate at the 'AAA'
rating level as indicated by the manager and the weighted-average
recovery rate for all other rating levels.

"We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-R to D-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
have capped our assigned ratings on the notes. In our view the
portfolio is granular in nature, and well-diversified across
obligors, industries, and assets."

Citibank N.A. is the bank account provider and custodian. The
transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate the exposure to counterparty risk
under our current counterparty criteria.

S&P said, "Following the application of our structured finance
sovereign risk criteria, we consider the transaction's exposure to
country risk to be limited at the assigned ratings, as the exposure
to individual sovereigns does not exceed the diversification
thresholds outlined in our criteria."

The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe that our
ratings are commensurate with the available credit enhancement for
the class A-R, B-R, C-R, and D-R notes and the unaffected class E
and F notes. We have therefore affirmed our ratings on the class E
and F notes."

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."

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

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."

Aqueduct European CLO 1-2017 is a broadly syndicated collateralized
loan obligation (CLO) managed HPS Investment Partners CLO (UK).

  Ratings List

  Class   Rating   Amount   Replacement      Original       Sub(%)
                 (mil. EUR) notes            notes
                            int. rate*       int. rate
  -----   ------   ------   --------------  ----------      ------
  A-R     AAA (sf)  234.00  3-mo. EURIBOR   3-mo. EURIBOR    41.21
                            plus 0.64%     plus 0.85%

  B-R     AA (sf)    54.00  3-mo. EURIBOR   3-mo. EURIBOR
                            plus 1.30%     plus 1.50%       27.66

  C-R     A (sf)     27.003 3-mo. EURIBOR   3-mo. EURIBOR    20.86
                            plus 1.80%      plus 2,10%

  D-R     BBB (sf)   20.00  3-mo. EURIBOR   3-mo. EURIBOR    15.84
                            plus 2.75%      plus 3.20%

  E§      BB (sf)    24.00  3-mo. EURIBOR   3-mo. EURIBOR    
9.81
                            5.20%           5.20%

  F§      B- (sf)    11.303 3-mo. EURIBOR   3-mo. EURIBOR    
6.97
                            6.80%            6.80%

* - The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

§ - These classes of notes were not subject to refinancing.
EURIBOR - Euro Interbank Offered Rate.


BANK OF IRELAND GROUP: Fitch Assigns BB- Rating on AT1 Notes
------------------------------------------------------------
Fitch Ratings has assigned Bank of Ireland Group Private Limited
Company's (BOIG, BBB/Negative) long-term senior debt issued under
the group's EUR25 billion EMTN programme and outstanding long-term
senior notes 'BBB' ratings. Fitch has also assigned BOIG's
subsidiary Bank of Ireland's (BOI, BBB+/Negative) long-term senior
debt issued under the group's EUR25 billion EMTN programme and
outstanding long-term senior notes 'BBB+' ratings. Fitch has also
assigned a 'BB+' rating to BOI's outstanding Tier 2 notes and a
'BB-' rating to BOIG's outstanding AT1 notes.

The ratings assigned to the EUR25 billion EMTN programme are
programme ratings and do not necessarily apply to all the notes
issued under it.

BOIG's and BOI's other ratings are unaffected by this rating
action.

KEY RATING DRIVERS

BOI'S SENIOR DEBT (PROGRAMME AND NOTES)

BOI's long-term senior debt is rated in line with its 'BBB+'
Long-Term Issuer Default Rating (IDR) as the notes are direct,
unsecured and senior obligations of the issuer. BOI's long-term
senior debt and Long-Term IDR are one notch above its Viability
Rating (VR), and one notch above BOIG's Long-Term IDR, to reflect
the protection offered to BOI's senior third-party liabilities by
existing resolution funds ultimately raised by BOIG, downstreamed
to BOI and designed to protect the operating company's external
senior creditors in a group failure. The buffers of junior and
downstreamed senior holding company debt are built to comply with
minimum requirement for own funds and eligible liabilities (MREL).

BOIG'S SENIOR DEBT (PROGRAMME AND NOTES)

BOIG's long-term senior debt is rated in line with its 'BBB'
Long-Term IDR, which is in turn in line with its VR, as the notes
are direct, unsecured and senior obligations of the issuer.

BOI'S TIER 2 SUBORDINATED DEBT

The notes are rated two notches below BOI's 'bbb' VR for loss
severity to reflect below-average recovery prospects. No notching
is applied for incremental non-performance risk because write-down
of the notes will only occur once the point of non-viability is
reached and there is no coupon flexibility before non-viability.

BOIG'S AT1 NOTES

The notes are rated four notches below BOIG's 'bbb' VR, which is
the baseline notching for this type of debt under Fitch's criteria.
The notching reflects poor recoveries due to the notes' deep
subordination (two notches) as well as incremental non-performance
risk relative to the VR (two notches), given fully discretionary
coupon payments and mandatory coupon restriction features,
including where prohibited by the regulator or where a coupon would
exceed distributable items.

BOIG's maintains sound buffers above its regulatory capital
requirements. At end-2020, BOIG's 14.9% consolidated CET1 ratio was
510bp above its 9.77% regulatory requirement.

RATING SENSITIVITIES

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

-- BOIG's and BOI's senior debt is rated in line with their
    respective Long-Term IDRs and therefore would be upgraded if
    their Long-Term IDRs were upgraded.

-- The Tier 2 and AT1 notes' ratings would be upgraded if BOI's
    and BOIG's VRs, from which they are notched, were upgraded.

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

-- BOIG's and BOI's senior debt would be downgraded if their
    Long-Term IDRs were downgraded.

-- The Tier 2 and AT1 notes' ratings would be downgraded if BOI's
    and BOIG's VRs were downgraded. BOIG's AT1 notes' ratings are
    also sensitive to adverse changes in its notching from BOI's
    and BOIG's VRs, which could arise if Fitch changes its
    assessment of the probability of the notes' non-performance
    relative to the risk captured in the VRs. This may reflect a
    change in capital management in the group or an unexpected
    shift in regulatory capital requirements, for example.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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


CONTEGO CLO IV: S&P Affirms B- Rating on Class F Notes
------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Contego CLO IV
DAC's class A-R, B-1-R, B-2-R, C-R, and D-R notes. At the same
time, S&P has affirmed its ratings on the class E and F notes.

On March 3, 2021, the issuer refinanced the original class A, B-1,
B-2, C, and D notes by issuing replacement notes of the same
notional.

The replacement notes are largely subject to the same terms and
conditions as the original notes, except for the following:

-- The replacement notes have a lower spread over Euro Interbank
Offered Rate (EURIBOR) than the original notes.

-- The portfolio's maximum weighted-average life has been extended
by 12 months.

-- The portfolio's maximum fixed rate collateral obligations has
been increased to 10.0% from 7.5%.

The ratings assigned to Contego CLO IV's refinanced notes reflect
S&P's assessment of:

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

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

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

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

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

The portfolio's reinvestment period will end in July 2021.

S&P said, "In our cash flow analysis, we used a EUR346.69 million
adjusted collateral principal amount, the covenanted
weighted-average spread (3.70%), the covenanted weighted-average
coupon (4.00%), the covenanted fixed-rate asset bucket (10%) and
floating-rate bucket (90%), and the weighted-average recovery rates
for all rating levels.

"We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1-R to D-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
have capped our assigned ratings on the notes. The class A-R notes
could withstand stresses commensurate with the currently assigned
rating. In our view the portfolio is granular in nature, and
well-diversified across obligors, industries, and assets.

"The class E notes are still able to withstand the stresses we
apply at the currently assigned rating, based on their available
credit enhancement. We have therefore affirmed our 'BB (sf)' rating
on the class E notes.

For the class F notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses that
are commensurate with a 'CCC' rating. However, S&P has applied its
'CCC' rating criteria resulting in a 'B-' rating to this class of
notes. The two notch ratings uplift (to 'B-') from the model
generated results (of 'CCC'), reflects several key factors,
including:

-- S&P noted that the available credit enhancement for this class
of notes is in the same range as other CLOs that it rates, and that
have recently been issued in Europe.

-- The portfolio's average credit quality is similar to other
recent CLOs.

-- S&P's model generated break even default rate at the 'B-'
rating level of 23.84% (for a portfolio with a weighted-average
life of 4.48 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.48 years, which would result
in a target default rate of 13.89%.

-- The actual portfolio is generating higher spreads and
recoveries versus the covenanted thresholds that S&P has modelled
in its cash flow analysis.

S&P said, "For us to assign a rating in the 'CCC' category, we also
assessed (i) whether the tranche is vulnerable to non-payments in
the near future, (ii) if there is a one in two chances for this
note to default, and (iii) if we envision this tranche to default
in the next 12-18 months.

"Following this analysis, we consider that the available credit
enhancement for the class F notes is commensurate with the 'B-
(sf)' rating. We have therefore affirmed our rating on this class
of notes."

Elavon Financial Services DAC is the bank account provider and
custodian, while J.P. Morgan AG is the asset swap counterparty. The
documented downgrade remedies are in line with our counterparty
criteria.

S&P said, "Following the application of our structured finance
sovereign risk criteria, we consider the transaction's exposure to
country risk to be limited at the assigned ratings, as the exposure
to individual sovereigns does not exceed the diversification
thresholds outlined in our criteria.

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class
A-R, B-1-R, B-2-R, C-R, D-R, E, and F notes.

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

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."

Contego CLO IV is a broadly syndicated collateralized loan
obligation (CLO) managed by Five Arrows Managers LLP.

  Ratings List

  Class   Rating   Amount   Replacement      Original       Sub(%)
                 (mil. EUR) notes            notes
                            int. rate*       int. rate
  -----   ------  -------   --------------   ----------     ------

  Ratings assigned

  A-R     AAA (sf)  211.80  3-month EURIBOR  3-month EURIBOR 38.94
                            plus 0.64%       plus 0.88

  B-1-R   AA (sf)    31.60  3-month EURIBOR  3-month EURIBOR 26.95
                            plus 1.30%       plus 1.50%

  B-2-R   AA (sf)    10.00  1.65%            1.93%           26.95

  C-R     A (sf)     21.10  3-month EURIBOR  3-month EURIBOR 20.90
                            plus 1.90%       plus 2.10%

  D-R     BBB (sf)   16.20  3-month EURIBOR  3-month EURIBOR 16.23
                            plus 2.65%       plus 3.10%

  Ratings affirmed

  E§      BB (sf)    22.40  N/A              3-month EURIBOR
9.77
                                             plus 5.05%

  F§      B- (sf)    11.40  N/A              3-month EURIBOR
6.48
                                             plus 6.55%

* - The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

§ - This of notes was not subject to refinancing.
EURIBOR - Euro Interbank Offered Rate.
N/A - Not applicable.


GLENBEIGH 2 Issuer: S&P Gives Prelim. B Rating on Class F Notes
---------------------------------------------------------------
S&P Global Ratings has assigned preliminary credit ratings to
Glenbeigh 2 Issuer DAC's class A to F-Dfrd notes. At closing, the
issuer will also issue unrated class Z notes and class S1, S2, and
Y instruments.

Glenbeigh 2 Issuer is a static RMBS transaction that securitizes a
preliminary portfolio of EUR300.1 million loans secured by
primarily interest only, buy-to-let residential assets.

The loans were originated primarily between 2006 to 2008 by
Permanent TSB PLC (PTSB), one of the largest financial services
groups in Ireland.

The securitized portfolio was sold to Citibank N.A. as part of a
wider loan sale in November 2020. The assets in this pool were
selected in order to maintain consistent characteristics with the
wider pool.

PTSB will continue to act as servicer and legal title holder to the
assets until the legal title transfer date, which is expected to be
in March 2021. From this date onward, the legal title to the assets
will be transferred to Pepper Finance Corporation (Ireland) DAC,
which will also take over as servicer of the pool.

The borrowers will be notified of the legal title ownership
transfer from the originator to Pepper Ireland.

The assets are well seasoned, with the majority originated between
2006 and 2008, and the pool contains limited restructures.

None of the loans in the pool have taken a payment holiday because
of the COVID-19 pandemic. Those loans were explicitly excluded in
the initial portfolio sale to Citibank.

The transaction features a liquidity and a general reserve fund to
provide liquidity in the transaction. Principal can also be used to
pay senior fees and interest on the most senior class outstanding.

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 all of its assets in the security
trustee's favor.

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

  Preliminary Ratings

  Class   Prelim. rating*   Class size (%)†
  -----   ---------------   ---------------
  A         AAA (sf)          70.00
  B-Dfrd    AA (sf)            6.25
  C-Dfrd    A+ (sf)            4.25
  D-Dfrd    BBB+ (sf)          3.50
  E-Dfrd    BB+ (sf)           3.00
  F-Dfrd    B (sf)             2.00
  Z         NR                11.00
  S1        NR                  N/A
  S2        NR                  N/A
  Y         NR                  N/A

* - S&P's preliminary ratings address timely receipt of interest
and ultimate repayment of principal on the class A notes, and the
ultimate payment of interest and principal on the other rated
notes. Interest payments on the class B-Dfrd to F-Dfrd notes can
continue to be deferred once that class of notes becomes the
most-senior outstanding.
§ - S&P's credit enhancement calculations include subordination
only.
† - As a percentage of 95% of the pool balance.
NR - Not rated.
N/A - Not applicable.




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

TEAMSYSTEM HOLDING: Fitch Affirms 'B' LT IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed TeamSystem Holding S.p.A.'s (TeamSystem)
Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook.
The company is an Italy-based provider of financial and accounting
enterprise resource planning (ERP) software.

Fitch has also assigned Brunello Bidco S.p.A.'s (Brunello) senior
secured notes a final rating of 'B+'/'RR3'.

The rating actions follow the completion of the acquisition of
TeamSystem by Brunello, the full implementation of the financial
structure and the receipt of the final contractual arrangements.
Changes to the financial documentation versus the drafts previously
received include a different split between fixed- and floating-rate
notes and a decrease in their coupon. The impact of the
modifications is not material and does not change Fitch's rating
assessment.

Brunello is an entity incorporated by a private equity (PE) fund
advised by Hellman & Friedman to re-leverage TeamSystem.

Following the completed transaction, the issuer is now owned,
through Brunello, by a different fund advised by Hellman & Friedman
as the selling fund. Debt proceeds have been used to pay a purchase
price to the selling fund, refinance the outstanding debt, and buy
out some minority interests.

Fitch has withdrawn the 'B+' ratings of the super senior debt
issued by TeamSystem SpA following repayment. The ratings of the
senior secured notes were withdrawn in February following their
redemption.

KEY RATING DRIVERS

Increase in Leverage: Pro forma for the announced transaction,
Fitch expects funds from operations (FFO) gross leverage to
increase to 7.5x at the end-2021, which is Fitch's downgrade
sensitivity for a 'B' rating. Revenue growth and continued margin
expansion should ease TeamSystem's leverage to below Fitch's
upgrade sensitivity of 6.0x only after 2023.

FCF Mitigate Financial Risk: The expected increase in financial
risk from higher leverage is mitigated by healthy free cash flow
(FCF) generation, resulting from high margins, limited
working-capital cash requirements and scalable capex. Fitch
recognises the full equity features of the EUR300 million
payment-in-kind toggle notes by Brunello Midco 2 S.p.A., which do
not have any cross-default provision affecting the senior secured
notes.

Aggressive Financial Policy: Fitch views TeamSystem's re-leveraging
similar to a dividend recapitalisation and aggressive in terms of
financial policy. TeamSystem has maintained high leverage over the
past eight years, with shareholders exploiting capital-market
opportunities to utilise its debt capacity in full. The company has
grown and significantly improved its operating profile during this
period.

Strong ERP Markets: The Italian ERP market has steadily grown in
the past 15 years, outperforming the country's GDP gains and was
only moderately affected by downturns. Legislative changes and
technological progress have acted as key investment drivers for
businesses and professionals. TeamSystem consolidated its leading
role in the small enterprises and professional segments, with a
market share of more than 40% in 2019.

Italy's strong digitalisation trend, including electronic invoicing
legislation, creates ample opportunities for TeamSystem's
cloud-based business model, with potential annual revenue growth
well over the 6% overall annual market growth forecast for
2020-2024.

Consolidation in Micro Business and Cloud: TeamSystem aims to
consolidate its growth from the past five years, by expanding its
cloud-based services, focusing on micro businesses and conducting
further product innovation. Its client base almost doubled since
2018, due to the onboarding of small and micro businesses
subscribing to its basic electronic invoicing offer. This new
customer segment, mostly cloud-native, offers ample up- and
cross-selling opportunities. In addition, management is determined
to transition existing customers to cloud services and to offer
them innovative products, such as access to receivables trading
platforms.

Our forecasts reflect organic growth and ongoing bolt-on
acquisitions. Fitch expects revenue CAGR of about 9% in 2020-2023,
with around half of the increase coming from electronic invoice
legislation.

Increase in Recurring Business: TeamSystem benefits from highly
recurring revenues, with its effective product design for
customers' specialised needs accelerating a shift to
subscription-based contracts. Recurring revenues, helped by high
switching costs, exceed 75% with a low churn rate varying from
about 6% for SMEs to around 10% for micro businesses. Fitch
believes that recurring revenues could increase to more than 80% of
total revenue. However, this is likely to take more than two years
due to the intrinsic churn of micro-business clients.

Moderate Margin Increases: Fitch acknowledges TeamSystem's pricing
power, high operating leverage and successful cost reductions.
However, some savings delivered in 2020 may be hard to replicate
once extraordinary pandemic-related support measures expire, and a
weaker Italian economy could reduce the company's ability to
increase prices. Fitch conservatively assumes a 2pp improvement in
Fitch's Fitch-defined EBITDA margin over 2020-2023.

Italian Economy Remains at Risk: The pandemic hit Italy's economy
in 2020. Very high government debt and structurally weak economic
growth will continue to weigh on the country's economy despite its
strong fundamentals. TeamSystem's business was resilient in 2020,
with increasing recurring revenues. However, a slow recovery in the
macroeconomic environment may impair the company's growth
prospects, and reduce its SME client base and pricing power.

DERIVATION SUMMARY

The rating of TeamSystem is based on its high leverage profile and
its leading position in the Italian accounting and ERP software
market. The company benefits from its extensive sales force and
value-added reseller network; a growing customer base that is
progressively transitioning to cloud-based systems; low churn
rates; and increasing pricing power. Like Nexi S.p.A. (BB-/Rating
Watch Positive), TeamSystem should gain from the digitalisation of
the Italian economy, supported by ad-hoc legislative initiatives.
Compared with Nexi, TeamSystem has higher gross leverage, lower
deleveraging capacity and a lower Fitch-defined EBITDA margin in a
more competitive environment.

TeamSystem compares well with other 'B' category technology
platforms such as Centurion Bidco S.p.a. (Engineering; B+/Stable)
and Hurricane Bidco Limited (Paymentsense; B/Stable). Engineering
displays higher scale, lower capex requirements and lower leverage
than TeamSystem. Paymentsense has leverage and margins that are
similar to those of TeamSystem. However, TeamSystem has a more
diversified subscription base than Paymentsense, with a high
proportion of recurring revenue.

TeamSystem is also broadly comparable with other peers that Fitch
covers in its technology public rating and credit-opinion
portfolios. It has similar geographical leadership and scale and
has progressed with its cloud transition. While its FFO gross
leverage is in line with the typical leverage of peers rated 'B' or
below, its EBITDA margin and projected FCF are above average.

KEY ASSUMPTIONS

-- Revenue growth of 12% in 2021 and around 8% in 2022 and 2023

-- EBITDA margin dilution to 38.9% in 2021 followed by an
    increase to 40.9% in 2023

-- Capex at around 6% of revenue in 2021-2023

KEY RECOVERY ASSUMPTIONS

-- TeamSystem would be considered a going concern in bankruptcy,
    and would be reorganised rather than liquidated, given its
    technological and legislative knowledge and a wide customer
    base operating with TeamSystem's product suites of licenses
    and subscriptions packages.

-- 10% of administrative claims.

-- Fitch assesses the company's going-concern EBITDA post
    restructuring at approximately EUR150 million, due to assumed
    lower growth prospects, impaired pricing power and higher
    competitive intensity leading to a restructuring.

-- Fitch uses a 6.0x enterprise value (EV)/EBITDA multiple, in
    line with the average of Fitch's existing distressed multiples
    for business services and technology companies in the wider
    'B' category. This is based on the strong industry dynamics
    for TeamSystem in the Italian ERP sector, high barriers to
    entry, and a strong market share with prospects for sustained
    cash flow generation.

-- Fitch assumes the EUR180 million revolving credit facility
    (RCF) to be fully drawn upon default. The RCF ranks super
    senior and ahead of the senior secured notes while Fitch
    treats the EUR300 million holdco notes as equity and exclude
    them from Fitch's debt quantum. Fitch's analysis indicates a
    recovery of 'RR3'/55% for the senior secured notes, implying a
    single notch uplift from the IDR.

RATING SENSITIVITIES

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

-- FFO gross leverage below 6x

-- FFO interest coverage sustained above 2.5x

-- FCF margin consistently above 10%

-- Continued growth of cloud software services revenue at above
    20% of sales.

-- Continuation of disciplined M&A to acquire technology or key
    talent with limited additional debt.

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

-- FFO gross leverage sustainably above 7.5x as a result of
    smaller margins or material debt-funded acquisitions.

-- FFO interest coverage below 1.5

-- FCF margin consistently below 5%

-- Evidence of a lack of consolidation of the company's position
    in the SME, micro -business and cloud markets.

-- Decline in EBITDA margin towards 32% due to loss of internal
    efficiency and pricing power.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity is satisfactory in light of TeamSystem's FCF generation
and an available EUR180 million RCF. After the current refinancing,
the company will rebuild its liquidity buffer, which Fitch expects
to be initially limited by transaction-related payments.

ESG CONSIDERATIONS

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




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

MINERVA LUXEMBOURG: Fitch Assigns BB Rating on USD1 Billion Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the proposed issuance
of global notes of about USD1 billion by Minerva Luxembourg S.A., a
wholly owned subsidiary of Minerva S.A. The proposed senior
unsecured global notes will mature in 2031. The notes will be
unconditionally and irrevocably guaranteed by Minerva S.A.

Minerva's ratings reflect the company's solid profitability, strong
position in the export market and healthy liquidity position.

KEY RATING DRIVERS

Improved Leverage: Fitch expects Minerva's net leverage to trend
toward 2x by YE 2021 due to a gradual recovery of the economic
activity and robust exports markets. Fitch expects EBITDA to be
about BRL2.3 billion-BRL2.4 billion in 2021 a modest increase from
BRL2.2 billion in 2020 when adjusted net leverage was 2.5x (2.4x
unadjusted). The company's leverage improved significantly in 2020
due to about BRL1.4 billion of cash received from an equity
offering and warrants exercised in 2020. The increase in EBITDA
from BRL1.7 billion in 2019 was due to improved export prices and
strong export demand. China represented about 44% of the
consolidated export revenues. Fitch expects gross leverage to be
below 4.5x by 2021 (5.5x 2020).

Strong Regional Production Presence: Minerva operates solely in the
beef business in South American countries and, therefore, is less
diversified from a product standpoint than Brazilian-based protein
company JBS S.A. (BB+). As a beef producer, Minerva is exposed to
sanitary, environmental, deforestation and import restrictions
risks. These factors are somewhat mitigated by the group's
geographical diversification, as Minerva has operations in several
countries, including Paraguay, Uruguay, Argentina, and Colombia,
through its subsidiary Athena Foods. Fitch estimates that those
operations represented about 40% of Minerva's total EBITDA in 2020.
Exports represented about 75% of Athena Foods' sales of which 36%
were made in Asia in 2020.

Good Margins: Minerva's sales and earnings are subject to
volatility caused by changes in input costs and protein prices due
to the supply and demand dynamics of commodity meat. The company
has had the highest EBITDA margin in the beef sector versus its
peers over the last three years. Minerva's exports accounted for
68% of total gross revenue as of YE 2020. Minerva is among the
largest producers of beef in the region, accounting for 18% of beef
exports in South America. Fitch expects annual EBITDA margin to
remain in the 10%-11% range over the next few years.

Favorable Export Demand: The USDA forecasts Brazilian beef exports
to increase by about 5% in 2021, while local consumption is
expected to increase by 3%. Minerva's competitive advantages stem
from favorable demand due to export markets from South America and
long-term relationships with farmers, customers and distributors.
Global beef fundamentals for South American producers are expected
to remain positive in the next couple of years due to international
demand and the impact of the African swine fever (ASF). South
American beef producers benefited from the reopening of several
markets through the re-opening of Brazilian beef to the United
States; the authorization for Colombian beef exports in Russia; the
approval of Uruguayan, Paraguayan, and Colombian beef exports in
Saudi Arabia; and, more recently, the opening of Thailand for
Brazilian beef exports in late 2020.

DERIVATION SUMMARY

Minerva's ratings reflect its solid business profile as a
pure-player in the beef industry with a large presence in South
America. The ratings consider Minerva's lack of diversification
across other proteins. Minerva is less diversified from a product
standpoint than JBS SA. (BB+/Stable) or Tyson Foods
(BBB/Negative).

Minerva has developed a more export-oriented business model,
whereas Marfrig Global foods S.A. has a strong presence in the U.S.
domestic market through its subsidiary National Beef. About 68% of
Minerva's gross revenue is derived from exports, maintaining
Minerva's position as the largest beef exporter in South America,
with a market share of 18% in the continent. The company has been
able to maintain a stable operating margin over the years despite
several challenges in 2018, 2019, and 2020. These included external
factors such as truck driver strikes in Brazil in 2018, the
temporary shutdown of the Chinese market for Brazilian beef
producers in 2019, and the pandemic in 2020. Fitch expects protein
fundamentals to remain positive in 2021 due to export demand and
the recovery of the foodservice segment Asia represented 36% and
53% of exports from Athena Foods and Minerva's Brazilian divisions,
respectively, as YE 2020.

Minerva is smaller than its peers, such as Marfrig, JBS, or Tyson.
From a financial standpoint, the ratings are supported by Minerva's
strong liquidity position with cash sufficient to amortize its debt
through 2026 and high profitability for the sector due to exports.

KEY ASSUMPTIONS

-- Double-digit revenue growth due to strong exports demand.

-- EBITDA of about BR2.3 billion-BRL2.4 billion by YE 2021.

-- Net leverage towards 2x as of YE 2021.

RATING SENSITIVITIES

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

-- Sustainable positive FCF generation.

-- Substantial decrease in gross and net leverage to below 3.0x
    and 2.0x, respectively, on a sustained basis.

-- Increased scale, product and geographical diversification in
    an investment-grade country.

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

-- Sharp contraction of Minerva's performance.

-- Gross leverage above 4.5x and net leverage above 3.0x on a
    sustainable basis.

-- Multi-notch downgrade of Brazil's country ceiling.

-- Negative FCF on a sustained basis.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: As of YE 2020, cash and cash equivalents totaled
BRL6.4 billion and short-term debt totaled about BRL2.2 billion.
Total debt was BRL11.6 billion, of which 19% was short-term debt.
Minerva's cash and cash equivalents are sufficient to amortize its
debt through 2025. 78% of gross debt was denominated in U.S.
dollars as of YE 2020. The company hedges at least 50% of the
long-term FX exposure, protecting its balance sheet against the
recent high exchange rate volatility. Also, Minerva has outstanding
warrants that could be exercised, which could result in an
additional BRL356 million of cash by YE 2021.


MINERVA LUXEMBOURG: S&P Rates New $1BB Sr. Unsecured Notes 'BB'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating to Minerva
Luxembourg S.A.'s proposed $1 billion senior unsecured notes due
2031, with a recovery rating of '4' (40%).

The parent, Minerva S.A. (BB/Stable/--), will fully guarantee the
notes and will use the cash proceeds for debt refinancing,
primarily to fund the tender offer of its 2026 notes, extending
debt maturity profile.

Minerva's subsidiary, Athena Foods S.A.(not rated), also guarantees
the notes, although it can drop the guarantee commitment amid
certain conditions, including if the notes' total amount
outstanding is below $400 million or if the subsidiary launches an
IPO. Nonetheless, S&P currently doesn't see impact from structural
subordination given that the subsidiary is net cash. Therefore, the
recovery rating on the proposed notes remains in line with its
latest analysis published on Oct. 15, 2020.




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

GREENKO DUTCH: Fitch Assigns BB Rating on Proposed USD Notes
------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB' to the proposed US
dollar senior notes of Greenko Dutch B.V (GBV), which is a
restricted group of subsidiaries owned by Greenko Energy Holdings
(Greenko; BB/Stable), a Mauritius‐based company focused on
renewable-energy generation in India. The proposed notes are
guaranteed by Greenko and proceeds from the notes will be used to
redeem GBV's existing USD350 million notes due 2022 and USD650
million notes due 2024.

GBV will utilise the proceeds of the US dollar bonds to invest in
the rupee-denominated debt of the operating subsidiaries under the
respective restricted groups (RG). The issuers do not hold equity
in the operating subsidiaries, which are held ultimately by
Greenko.

Greenko's 'BB' rating is underpinned by the business and financial
profiles of the group's portfolio of renewable-power assets, which
have 5.1GW of capacity in operation, including 873.5 MW of assets
that are in process of being acquired from ORIX Corporation
(A-/Negative). The rating is also supported by Greenko's strong
access to funding and liquidity support due to strong shareholders,
which include GIC, Singapore's sovereign wealth fund; Abu Dhabi
Investment Authority (ADIA); and the recently added ORIX, a
Japanese finance and leasing company. GIC, in particular, has
provided consistent equity support for Greenko's investments.

The proposed US dollar notes are rated at the same level as
Greenko's Issuer Default Rating. The bond ratings also reflect at
least average recovery prospects, which indirectly benefit from the
rupee-denominated notes' first charge on most of the assets of the
RGs. GBV's noteholders also benefit from limits on prior-ranking
debt in the RGs, aside from a working-capital debt facility of up
to USD75 million, or 5% of total assets, whichever is higher.

KEY RATING DRIVERS

Consolidated Credit Assessment: Fitch takes a consolidated view of
the Greenko group, driven by observed fungibility of cash within
the group. Greenko has been able to access RG-level cash via
transfer of debt-free operational assets, which have limited
restrictions under the RG bond covenants, mitigating the holding
company's cash flow subordination, in Fitch's view.

Limited Subordination: The US dollar notes' indentures restrict the
outflow of cash if it leads to higher leverage or reduces the RGs'
debt-servicing capability beyond the covenant levels. However,
strong free cash generation by the RG assets and ability to add
assets without any debt have allowed Greenko to access RG-level
cash. GBV's proposed notes restrict dividends and other cash
payments subject to a minimum debt-service coverage ratio (DSCR) of
1.15x, but Fitch expects the DSCR to remain higher at around 1.4x,
which will allow GBV to upstream cash after amortisation of debt.

Continuing Support from GIC: Greenko's rating is supported by
consistent financial support and strategic appraisal from GIC,
which owns a 56% stake after the completion of ORIX's investment
and holds five of the 12 board seats. GIC and ADIA are committed to
invest another USD750 million in Greenko, in proportion of their
shareholding, to support Greenko's acquisitions and expansion into
renewable-energy storage.

GIC is also involved in the group's strategy, including investment
plans and oversight of operations, and continues to strengthen the
company's risk management practices. Greenko has demonstrated a
record of deleveraging at the portfolio level by retaining cash
from operating assets to reduce associated borrowings or buying
more assets with little to no additional debt.

Leverage to Stay High: The group's consolidated net leverage will
remain at around 6.0x. Greenko has started the construction of its
storage projects, but Fitch expects them to start to add to EBITDA
only in the financial year ending March 2024 (FY24). However, the
projects are adequately equity-financed and do not require debt
servicing during construction. Fitch expects GBV's net leverage to
fall to around 5x by FY24 (FY21: 6.6x) driven by partial
amortisation of notes and a rise in EBIDTA after the dip in FY21
due to the weak performance of wind assets.

Adequately Equity-Funded Storage Projects: Greenko plans to build
integrated renewable-energy projects, combining pumped storage with
solar and wind projects. It has two such projects in its pipeline,
with combined capacity of 2.4GW. The required investment of USD2
billion is supported by equity commitment (25% of the project
value) from shareholders. The execution risks are manageable due to
moderate technological intensity and management's strong expertise
and record in developing renewable assets, particularly hydro
projects.

Seasoned, Diversified Portfolio: Greenko has 5.1GW of operational
capacity, including ORIX's portfolio of 873.5MW, with a
weighted-average age of four years. The power projects' diversity
by type - wind (62%), solar (27%) and hydro (11%) - and geography
mitigate risks from adverse climatic conditions. Off-takers are
diversified by state utilities (62%), sovereign-owned entities
(19%) and direct customers (9%). Greenko's solar and hydro assets
performed in line with Fitch's estimates in 1HFY21, but wind-based
generation suffered due to a weaker wind season.

Weak Counterparty Profiles: The weak credit profiles of Indian
state utilities, Greenko's key customers, are a rating constraint.
Fitch expects the group's receivable days to rise to around 300 in
FY21 (FY20: 210 days), as utilities have further delayed payments
during the Covid-19 pandemic. However, Fitch expects receivable
days to decrease to around 220 in FY22 as the disbursements from
the central government's INR1.2 trillion liquidity support package
gather pace.

Exposure to Andhra Pradesh Utilities: The group has some
concentration in its exposure to state utilities, with Andhra
Pradesh accounting for 25% of off-take by capacity. Delays in
receipts from state utilities put pressure on working capital.
Fitch expects most of Greenko's storage capacity to be contracted
with sovereign-owned entities, which should reduce counterparty
risk.

Foreign-Exchange Risk Largely Hedged: Foreign-exchange risk arises
as the earnings of Greenko's assets are in Indian rupees, while the
notes are denominated in US dollars. The group's policy requires
Greenko to substantially hedge the principal of its US dollar notes
over the tenor of the bonds. The coupons are usually hedged till
the no-call period and are rolled over thereafter, based on market
dynamics.

GBV - Seasoned, Diversified Portfolio: All assets within the GBV RG
are operational, with a weighted-average operating record of 6.8
years and total capacity of over 1.15GW. The power projects'
diversity by type - wind (42% of capacity), hydro (23%) and solar
(35%) - and geography mitigate the risks from adverse climatic
conditions. The portfolio is well spread across six Indian states.
The RG contracts 83% of its total capacity with seven state
distribution companies under long-term, fixed-price power purchase
agreements and the rest with industrial customers.

DERIVATION SUMMARY

ReNew RG II (senior secured notes rated BB) is an RG with total
capacity of 636MW across 11 renewable projects in India and no
construction risk. ReNew RG II's fuel mix is better than that of
Greenko, with 56% of capacity from solar and the rest from wind.
ReNew RG II has a tighter transaction structure and slightly better
average credit metrics over the life of its bond. Greenko's credit
assessment at the same level benefits from its solid financial
access. Greenko's shareholders, in addition to contributing equity,
have introduced stronger risk-management practices, including a
commitment to deleveraging.

ReNew Power Private Limited (BB-/Stable) has stronger counterparty
exposure than Greenko, with about 43% of capacity contracted with
sovereign-owned entities. ReNew's fuel mix is also better, with
almost half of its capacity from solar resources. Greenko's better
credit assessment than ReNew is supported by its stronger financial
access, which enables the company to rely on fresh equity for
investments and acquisitions, while utilising cash generated from
operations to deleverage.

Concord New Energy Group Limited (CNE, BB-/Negative) has an
attributable wind capacity of 2,277MW across multiple projects in
China. CNE's feed-in tariffs are stable and its counterparty risk
is significantly lower than that of Greenko, as its revenue stream
is mostly reliant on State Grid Corporation of China (A+/Stable)
and China's Renewable Energy Subsidy Fund.

In comparison, Greenko is larger - allowing for diversity and
granularity across multiple projects - with a better fuel mix.
Greenko has higher counterparty risk, with exposure to weak Indian
state-owned distribution companies, but CNE also suffers from
delayed subsidy collections. CNE's funding relies on asset sales,
while Greenko benefits from stronger financial access. These
factors combine to give Greenko an underlying credit profile that
is at least a notch better than that of CNE, in Fitch's view.

KEY ASSUMPTIONS

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

-- Capex on storage projects to continue with the first project
    starting operations in FY24. Total outlay of INR78 billion for
    each project, with EBITDA accretion of around INR11 billion.

-- Plant load factors to fall by 1.2pp in FY21 due to weak
    performance of wind assets and expected to recover by 1.5pp in
    FY22. Full acquisition of a 1,200MW hydro-power project to be
    pushed to FY23

-- Tariffs in line with power purchase agreements

-- EBITDA margin to stay at above 80% for next two years, before
    declining to around 60% as the storage projects start
    operations.

-- Receivable days to rise to about 300 in FY21 (1HFY21: 288,
    FY20: 211), before gradually falling to about 150 by FY23.

-- Cash accruals from operations to be used to deleverage, with
    growth financed by external funds supported by adequate
    equity.

-- GBV to upstream any cash balance exceeding USD100 million to
    the parent after satisfying the minimum DSCR and other bond
    covenants.

RATING SENSITIVITIES

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

-- A sustained improvement in leverage, measured by net
    debt/EBITDA, to below 4.5x, provided there are no adverse
    changes to the shareholding of Greenko or an increase in risk
    appetite.

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

-- Any shareholder changes that adversely affect the company's
    risk profile, including its liquidity and refinancing, risk
    management policies or growth risk appetite

-- Significant adverse developments related to storage projects,
    which may include rising construction risk or changes diluting
    the economics of the investments

-- Prolonged deterioration of the receivables position

-- Operating EBITDA/net interest expense at below 1.8x for a
    sustained period

-- Failure to adequately mitigate foreign-exchange risk

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: Greenko had a cash balance of USD497 million
at 1HFYE21, against current debt maturities of USD107 million,
including working-capital loans of USD48 million. Fitch expects
Greenko to generate negative free cash flows in the medium term due
to its high capex and payouts for the Teesta project acquisition,
which will be funded by a mix of additional debt and equity.
However, Greenko benefits from committed equity investments and
solid financial access supported by its strong shareholders.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Proposed US dollar notes by GBV are rated based on the consolidated
profile of Greenko.

ESG CONSIDERATIONS

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




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

FC BARCELONA: Loses State Aid Legal Battle with European Union
--------------------------------------------------------------
Stephanie Bodoni and Thomas Gualtieri at BloombergQuint report that
FC Barcelona lost the final round of a fight with the European
Union over allegedly unfair tax breaks for top Spanish soccer
teams.

The EU's Court of Justice on March 4 upheld an order by the
European Commission classifying the tax arrangements of four
professional Spanish clubs, including Real Madrid C.F., as illegal
state aid, BloombergQuint relates.

The ruling also affects Athletic Club Bilbao and Club Atletico
Osasuna, BloombergQuint notes.  The special tax regime was granted
to the four clubs because of their status as sport associations
directly owned by their members, while the other teams are
classified as public limited sports companies, BloombergQuint
discloses.




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

BUSY BEES: Moody's Assigns B3 CFR on Fragmented Market Position
---------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and a B3-PD probability of default rating to Eagle MidCo Limited
(Busy Bees), a leading international provider of childcare and
early education. At the same time, Moody's assigned B3 ratings to
the planned GBP366 million and GBP220 million EUR equivalent first
lien senior secured term loan B due 2028 and the GBP100 million
first lien senior secured revolving credit facility due 2027, both
issued by Eagle Bidco Limited. The outlook is stable.

Proceeds from the planned transaction, along with around GBP67
million of current cash, will fully refinance the company's GBP611
million current debt, pay for around GBP16 million of transaction
fees and fund roughly GBP27 million of cash on balance sheet.

RATINGS RATIONALE

Busy Bees' B3 CFR reflects (1) its leading position in a fragmented
market and its international footprint that provides good
diversification and limited customer concentration (2) positive
childcare and early education industry dynamics that supports fee
growth and high occupancy (3) the favourable regulatory environment
including government subsidies to parents, representing around 25%
of the company's revenues (4) a track record of generating positive
Moody's-adjusted free cash flow (FCF) that Moody's expects to
continue.

The CFR is constrained by (1) Busy Bee's elevated leverage
post-transaction, with a Moody's-adjusted gross leverage expected
to be around the 7.0x-7.5x range at year-end 2021, compared to 8.2x
as of year-end 2020 (2) execution risks and slower deleveraging
from an ambitious growth strategy of smaller bolt-on acquisitions
and potentially larger M&A activity, especially if those
acquisitions are not supported by equity injections (3) risks from
potential adverse changes in regulations and government subsidies
(4) potential threat to profitability if staff expenses that
represent around 75% of total costs rise faster than fee
increases.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Moody's has factored into its assessment the following social and
governance considerations.

Social considerations are related to demographic and societal
trends, as well as human capital. These are characterised mainly by
increased female participation in the workforce, changes in
demographics and changes in parents' preferences towards early
education as opposed to pure care. These trends support the
positive industry dynamics of the childcare and early education
segment.

Human capital is also a social consideration for Busy Bees because
high personnel turnover rates or salary inflation could negatively
affect the company's operating and financial performance.

Governance risks considered in Busy Bees' credit profile include
its ownership structure and the group's tolerance for leverage and
appetite for M&A.

LIQUIDITY

Busy Bees has adequate liquidity supported by positive free cash
flow, with limited working capital requirements and maintenance
capex. Development capital spending is discretionary and can be
postponed if needed.

Pro-forma for the transaction, Moody's expects the company to have
around GBP27 million of cash on the balance sheet and full drawing
capacity under the new GBP100 million RCF, which will replace the
previous GBP75 million RCF. The new RCF is subject to a
consolidated senior secured net leverage springing covenant when
drawings exceed 40%. Moody's expects the 40% headroom at closing
under this covenant to remain comfortable over the next 12-18
months.

STRUCTURAL CONSIDERATIONS

Busy Bees' B3-PD probability of default rating reflects the use of
an expected family recovery rate of 50%, as is consistent with all
first lien covenant-lite capital structures. The planned TLB and
RCF rank pari-passu and are rated B3, in line with the company's
CFR. All facilities are guaranteed by the company's subsidiaries
and benefit from a guarantor coverage of not less than 80% of the
group's consolidated EBITDA. The security package includes a pledge
over shares, bank accounts and intercompany receivables and a
floating charge over all material operating subsidiaries.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will continue to maintain good operating performance and maintain
leverage below the 7.5x level over the next 18 months, assuming no
large debt-funded acquisitions or shareholder distributions.

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

Upward ratings pressure could develop if (1) revenue and EBITDA
margins improve on a sustained basis; (2) Moody's adjusted leverage
reduces sustainably toward 6x; and (3) Free Cash Flow generation
remains positive, with adequate liquidity.

Conversely, downward ratings pressure could develop if: (1) Moody's
adjusted leverage remains above 7.5x for a prolonged period; (2)
cash flow turns negative; or (3) liquidity weakens significantly.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

LIST OF AFFECTED RATINGS:

Assignments:

Issuer: Eagle Bidco Limited

Senior Secured Bank Credit Facility, Assigned B3

Issuer: Eagle MidCo Limited

Probability of Default Rating, Assigned B3-PD

LT Corporate Family Rating, Assigned B3

Outlook:

Issuer: Eagle Bidco Limited

Outlook, Assigned Stable

Issuer: Eagle MidCo Limited

Outlook, Assigned Stable

PROFILE

Headquartered in the UK, Busy Bees is a leading day nursery and
early education provider for infants and children under the age of
five. The company generated GBP446 million of revenues and adjusted
EBITDA of GBP106 million in 2020. The group generates much of its
revenue and most of its profits in the UK. Other regions of
operations include Asia (Singapore, Malaysia, Vietnam), Canada,
Australia, Ireland, the US, and Italy. As of December 2020, the
group operated a network of 660 nurseries together offering more
than 69,000 places. The company is owned by Ontario Teacher's
Pension Plan Board (63%), Temasek Holdings (Private) Limited (24%),
and management (13%).


BUSY BEES: S&P Assigns 'B-' LongTerm ICR, On CreditWatch Negative
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term rating to U.K.-based
childcare provider Busy Bees (Eagle Midco Ltd.) and its existing
senior secured debt and placing both ratings on CreditWatch
negative. S&P also assigned a preliminary 'B-' issue level rating
to the proposed senior secured debt.

Busy Bees has evolved over time from a local childcare operator in
the U.K. into a globally diversified company.

It now derives about 45%-50% of its revenue outside the U.K. and
its geographical diversification and a record of stable growth
underpin the rating. Its management successfully increased revenue
to a pre-pandemic peak of GBP528 million in 2019 from GBP137
million in 2013. It consistently delivered growth of 10%-35%, aided
by material ongoing bolt-on acquisitions. As Busy Bees operates in
a highly fragmented market, it achieved growth through a
combination of organic expansion and by integrating smaller centers
or chains, which gradually increased the company's scale. In
addition, as the company entered new jurisdictions -- generally by
acquiring an already established player -- it replicated this model
abroad.

Such geographical diversification allowed the company to streamline
best practices across countries.  It proved particularly beneficial
in the aftermath of the pandemic. In some countries, such as
Singapore or Australia, COVID-19 had a milder impact on
performance, especially during the lockdown in the second quarter
of 2020, and recovery was much quicker. This provided a form of
downside protection from the contraction experienced in
more-exposed countries. For example, occupancy rates in Canada
remain 40 percentage points below pre-pandemic levels, and those in
the U.K. are 15 percentage points below pre-pandemic rates.

The industry's essential status in developed economies and the
willingness of governments to support it should help stabilize
demand and support favorable regulatory trends over time.   A
stable and growing childcare sector helps boost workforce
participation, lower pre-existing gender pay gaps, and support
macroeconomies. This supports demand for nurseries and childcare
centers, and many governments in developed economies use subsidies
of various kinds to make them more affordable. Although Busy Bees
pursues a private-pay model, which is less constrained by
regulatory caps, about 25% of its income comes from government
funding sources. In many of the locations where the group operates
not-for-profit operators co-exist with private-pay operators and
parent choice remains a fundamental component of the sector. Busy
Bees seeks to be a scale player in any jurisdiction it operates in
or that it enters.

Childcare centers are now deemed to be essential in most of the
jurisdictions where Busy Bees operates.  By contrast, in early
2020, at the start of the COVID-19 pandemic, many nurseries could
operate only for the benefit of essential workers' children. Being
designated as essential means that, despite the introduction of new
lockdown restrictions, nurseries are allowed to stay open and do
business as usual, as long as they implement the necessary health
and safety precautions. In the U.K., for example, all centers are
currently open.

To help control the spread of COVID-19, subgroups of children are
placed in different "bubbles".  If there is an outbreak in one of
these bubbles, the children affected can be quickly isolated and
the center can keep operating. This reduces the potential for a
further contraction in revenue if there are further outbreaks and
contributes to the overall revenue stability. In addition, even
though a high proportion of the workforce is expected to work from
home throughout the pandemic, we believe demand for childcare
services, especially those in residential areas, is unlikely to
flag. Despite this stable level of demand, we forecast that the
pandemic will have lingering effects, with occupancy rates likely
to remain below 2019 levels until 2023, on a group level.

Busy Bees' relatively flexible cost structure produced a moderate
downside protection during the first lockdown, but could also slow
down future margin improvements.  When most of its centers closed
in the second quarter of 2020, the company was quick to react by
reducing its operating expenditure and taking advantage of the
government support measures available. In the U.K., the group's
largest jurisdiction, Busy Bees reduced its workforce materially.
Overall, it reduced its global wage bill by about GBP5 million per
month. In addition, it negotiated rent holidays and deferrals with
its landlords, achieving significant working capital inflow in
2020. S&P expects a portion of this working capital flow to reverse
in 2021, and that free cash flows will therefore be lower than in
2020, before returning to more sustainable levels in 2022.

Given these decisions in 2020, the group's EBITDA margin and
child-to-staff ratios have risen.  It now has a S&P Global
Ratings-adjusted EBITDA margin of 28.7%, compared with 26.9% in
2019. Although Busy Bees can use a single country head office and
centralized operations and training practices to reduce costs
across a growing number of centers, ultimately, its main cost items
are staff headcount, salaries, and leases. These depend on

-- The number of centers,
-- The number of children in each center, and
-- Average fees paid per child.

With the occupancy level expected to gradually recover in 2021 and
2022, we forecast that salary costs will also increase, and this
could weigh on profitability.

The childcare services industry is highly competitive because it
has many small centers or chains and low barriers to entry.   It is
difficult for a provider to acquire a sizable market share and
command a substantial price premium, although Busy Bees has been
successful in developing a strong reputation and brand in the
sector. That said, although the group is the market leader in most
of the jurisdictions in which it operates, its overall market share
is small in absolute terms. It has only 4.4% of the U.K. market and
3.6% of the Canadian market.

In addition, Busy Bees' business model does not envisage material
employer-sponsored centers, unlike other private childcare services
provider we rate, such as Babilou in France or Bright Horizon in
the U.S.   S&P generally views employer-sponsored models more
favorably than pure-retail ones because they provide more stable
revenue. Sponsors are generally required to pay for services during
the contractual period, even if utilization declines. In addition,
they are unlikely to remove this employee benefit during an
economic recession. As a pure-retail provider, Busy Bees is more
exposed to fluctuations in macroeconomic variables that affect
demand for childcare services, such as unemployment rates and GDP.

Earnings recovery is forecast to continue in 2021, but cash flow
generation is likely to fall.  After a resilient performance in
2020--supported in part by the measures taken by various
governments--we believe the group's reported EBITDA will reach
GBP90 million-GBP100 million in 2021. That said, much of this
growth would be underpinned by an increase in attendance, as
occupancy levels gradually recover, and additional fees are
gradually phased in. At the same time, the withdrawal of government
support measures and the corresponding increase in staff and rent
costs will offset part of the gains, leaving profitability levels
broadly unchanged.

The group's cash flow generation is unlikely to immediately reflect
this expansion in EBITDA.   In 2020, government support and rent
deferrals contributed to a GBP31 million working capital inflow for
Busy Bees, helping it return more than GBP50 million in reported
FOCF when combined with cuts to expansionary capital expenditure
(capex). Some of these inflows and cuts will unwind in 2021, as the
deferrals come due and the company gradually restores its
expansionary capex program. Therefore, S&P expects reported FOCF to
be modestly positive in 2021 and that it will rise to a
more-sustainable GBP40 million-GBP45 million per year in
2022-2023.

The group's highly leveraged capital structure will constrain the
rating over the medium term.  Busy Bees' S&P Global
Ratings-adjusted debt for the year to Dec. 31, 2020, is about
GBP1,420 million, and its adjusted leverage is 11.1x(8.2x,
excluding noncommon equity [NCE]), based on management accounts. Of
this debt, more than GBP600 million is gross financial debt, which
would only modestly reduce following the proposing refinancing. To
this, S&P adds about GBP390 million in capitalized operating lease
liabilities, bringing the total amount just above GBP1 billion of
lease-adjusted gross debt, excluding shareholder financing.
Therefore, the group's leverage, excluding shareholder loans, is
8.2x in 2020.

S&P said, "In our view, deleveraging is likely to be gradual as the
group's EBITDA recovers from the pandemic over time.  Therefore, we
forecast that our adjusted debt to EBITDA will remain above 7.0x
through the medium term, including 2021 and 2022. Given estimated
starting leverage, excluding shareholder financing, of more than
8.0x in 2020, we still consider the capital structure to be highly
leveraged. Further unforeseen disruption associated with the
pandemic through 2021 could ultimately delay any recovery in
occupancy, which could cause Busy Bees to underperform against our
base case of gradual deleveraging and positive free cash flow
generation."

Busy Bees' existing capital structure will mature between April and
May 2022. If the proposed refinancing is unsuccessful, its
financial debt would become current in two months.

S&P said, "We aim to resolve the CreditWatch when the proposed
refinancing is complete, and we have reviewed the final terms of
the transaction. We will also withdraw our ratings on the existing
debt once the refinancing transaction is complete.

"We would affirm the long-term issuer credit rating on Busy Bees at
'B-' if it successfully completes the refinancing in a timely
manner, repays existing debt, and thereby extends its
weighted-average debt maturities on terms in line with our base
case.

"While not our base case, failure, or delays in completing the
proposed refinancing would likely prompt us to review our rating on
Busy Bees. We could take negative action and withdraw our
preliminary ratings on the proposed debt.

"If Busy Bees successfully refinances in a timely manner, in line
with the proposed terms and our base case and subject to no
material adverse changes, it is likely that we would remove the
rating from CreditWatch and assign a stable outlook, reflecting the
benefits of the new long-term maturities.

Busy Bees has maintained adequate liquidity and did not require
permanent drawdowns of additional gross debt during FY2020,
protecting its financial position coming into 2021. However, in our
view, the group will require a sustained gradual recovery in its
earnings base over the coming 24 months to reduce leverage to
levels more commensurate with prior years. Additional macroeconomic
setbacks, notably if COVID-19 causes further disruption, could slow
this forecasted recovery through lower-than-anticipated demand and
occupancy.


PINNACLE BIDCO: Fitch Affirms 'B-' LongTerm IDR, Outlook Negative
-----------------------------------------------------------------
Fitch Ratings has affirmed Pinnacle Bidco's (Pure Gym) Long-Term
Issuer Default Rating (IDR) at 'B-' with a Negative Outlook
following the company's announced EUR45 million tap issue.

Fitch has also affirmed Pure Gym's senior secured notes rating at
'B-' with a Recovery Rating of 'RR4', reflecting the marginal
impact from the company's decision to increase the size of the
senior secured notes to around GBP875 million in total notional
value.

The 'B-' IDR reflects the continuing impact on Pure Gym's
operations of gym closures due to lockdowns. This translates into
high leverage, weak fixed-charge cover ratios, and negative free
cash flows (FCF; post capex), which are partly offset by materially
improved liquidity following a cash injection from shareholders, an
increased revolving credit facility (RCF) and the tap issue. These
factors are complemented by its solid market position as the
second-largest fitness and gym operator in Europe, and improved
geographic diversification after its acquisition of Fitness World.

The Negative Outlook is driven by continued pandemic impact on the
business into 2021 and still limited visibility over the path to
recovery for the leisure sector, among other factors, due to high
macroeconomic uncertainty given rising unemployment. Fitch could
revise the Outlook to Stable once Fitch sees evidence of steady
business recovery in tandem with a better macroeconomic outlook.

KEY RATING DRIVERS

Low Visibility on Membership Recovery: Fitch expects an initially
slower return of members when gyms reopen in April, especially in
the UK, to 65% of pre-pandemic levels, in comparison with 74% after
the first lockdown in England. Fitch expects a recovery to 85% of
2019 levels by August 2021 across all geographies, improving to 95%
in 2022. Membership recovery will be aided by the company's budget
offering, market-leading position and declining gym supply.
Visibility on the overall recovery remains clouded by macroeconomic
uncertainty, rising unemployment and the potential for continued
localised virus outbreaks, as encapsulated in Fitch's Negative
Outlook. Visibility should improve over 2021 after gyms reopen,
assuming a successful vaccine rollout, reduction in infection rates
and no further lockdowns.

Strengthened Liquidity: Pure Gym's liquidity will be further
enhanced by the EUR45 million tap to help the operator withstand
the 1Q21 lockdown and slower membership recovery. Liquidity at
end-2020 was reasonable at GBP236 million, following a carefully
managed cash burn, an additional GBP50 million RCF commitment and a
GBP100 million equity injection during 2020. It expects to burn
through almost GBP60 million of cash by end-March, before gyms
start re-opening and current government support programmes end. The
business also expects to have an estimated GBP21 million of
deferred rent liabilities outstanding at end-March. Fitch no longer
expects a requirement to draw under its RCF, even if the current
moratorium on rents ends in April.

Weak 2021 Amid Pandemic: Fitch expects continued weak performance
in 2021 amid the 1Q lockdown with no revenues, end to current
government support programmes by September 2021 and slower recovery
in the membership base. The business remains exposed to the
possibility of renewed lockdowns if the pandemic does not abate
post-vaccination, which would represent meaningful exogenous
execution risks. However, stronger membership recovery, successful
negotiations with landlords, extension of the business-rates relief
(now extended to June 2021) or other material government support
would provide upside. Pure Gym demonstrated its ability to cut
costs and preserve cash during lockdowns, which allowed a swift
return to EBITDA in August 2020, post the first lockdown.

High Leverage: Fitch expects funds from operations (FFO) adjusted
gross leverage to exceed levels consistent with the rating also in
2021, due to pandemic impact on performance and assuming full
settlement of deferred payments (GBP37 million as at end-2020).
Fitch expects leverage to reduce to 7.8x in 2022, against Fitch's
previous forecast of 7.5x and a negative sensitivity of 8.0x.
Application of Fitch's lease treatment post-IFRS 16 adds 0.9x to
expected FFO adjusted gross leverage in 2022. Evidence of FFO
adjusted gross leverage trending below 8.0x, with signs of steady
deleveraging thereafter, will provide strong grounds for an Outlook
revision to Stable.

Importance of Capital Allocation: Capital-allocation decisions will
determine Pure Gym's rating trajectory. Fitch expects FFO adjusted
gross leverage to fall below 7.5x, primarily via earnings growth
over the next four years, assuming around GBP40 million
expansionary capex per annum from 2022 onwards. If such
deleveraging is maintained, leverage would be more consistent with
a 'B' rating. Its appetite for expansion, under its private equity
ownership, has been a key driver of its high leverage, which was
exacerbated by the pandemic, but its underlying business is
cash-generative and permits deleveraging.

Value Business Model: Fitch expects Pure Gym's value business model
to perform better in a recession than traditional peers. Monthly
fees are typically 50% lower than for traditional private
operators' and it has no membership contracts with notice periods.
Fitch believes this provides Pure Gym with a competitive advantage
as consumer preferences seek lower-cost propositions during a
recession. The business model is strengthened by Pure Gym's
variable pricing strategy, which allows flexibility for margin
preservation while competing with local peers.

Limited Integration Risks: Fitch expects the profitability of the
combined Pure Gym and Fitness World group to be lower than Pure
Gym's standalone profile, because Fitness World has a higher share
of staff costs and is less digitally driven than Pure Gym. Fitch
expects the combined group's FFO margin to return to above 15% in
2023 from being negative in 2020-2021. Fitch believes that the
acquisition poses some, but manageable, integration risks as Pure
Gym had operated solely in the UK and had no direct market
experience in continental Europe. Fitch does not view its exit from
Poland as a negative because it was not a material contributor to
earnings.

Growing Value Gym Market: The rating reflects Pure Gym's position
in one of the fastest-growing segments of the gym market. The
European fitness market grew 3% in 2019, according to the European
Health and Fitness Market Report. The growth was primarily driven
by the value segment and, to a lower extent, by the premium
segment. The value segment in the UK is expected to grow and Pure
Gym is well-positioned to benefit from these trends.

DERIVATION SUMMARY

Pure Gym's IDR reflects the company's position as the
second-largest gym and fitness operator in Europe following the
acquisition of Fitness World, yielding a combined 492 gyms and 1.5
million members. It operates on higher EBITDAR margins than the
median for Fitch-rated gym operators due to its scale and a
value/low-cost business model. Pure Gym has been taking market
share mainly from its mid-market peers, due to the competitive
nature of its pricing structure.

Fitch expects leverage to recover to 7.8x on an FFO gross
lease-adjusted basis in 2022 post coronavirus-related disruptions,
which Fitch views as high but in line with that of similar leisure
credits in the low 'B' rating category. Historically, the company's
development programme has involved significant capex that reduces
FCF available for deleveraging, constraining the rating. However,
Pure Gym's cash-flow generation, hence its deleveraging capability,
are structurally better than high-street retailers'.

As with other leisure credits, such as Cineworld Group PLC, Pure
Gym enjoys a strong position in core markets and has a
cash-generative business model, despite hefty capex to either
expand or invest in equipment. Cineworld, that was rated
'B-'/Negative until its downgrade to 'CCC-' in early October and
upgrade to 'CCC' in December 2020, is exposed to financial
volatility from dependency on the success of film releases,
changing secular trends, whereas Pure Gym is characterised by a
smaller scale but better profitability and cost flexibility, even
though both credits are exposed to discretionary consumer
spending.

The downgrade of Cineworld reflected the temporary suspension of
operations in the US and UK, a deeper and longer period of cash
burn than originally expected, fast-depleting liquidity and
continued, significant uncertainty on the pace of recovery as a
result of the pandemic. In comparison Pure Gym has been able to
minimise its cash burn below originally expected levels and further
enhance its liquidity via an equity injection, upsized RCF and now
a tap issue.

KEY ASSUMPTIONS

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

-- All gyms closed during 1Q21, reopening from 12 April in
    England, 1 May in Scotland and from 1 April in Denmark and
    Switzerland. No further lockdowns;

-- 14 gym openings in 2021 and 36-37 per annum thereafter;

-- Average members per gym at 65% of 2019 membership levels in
    the UK, 70% in Denmark and 75% in Switzerland at reopening and
    to gradually recover to 85% at all geographies by 2Q-3Q 2021
    and to 95% by 2022. The decline in average members per gym in
    2021 is driven by increased cancellations during lockdown and
    weaker consumer confidence. This is partially mitigated by the
    company's low cost and flexible, no-subscription business
    profile. After 2022, average members per gym to decline
    gradually, as a large number of new gym openings ramp up and
    on a higher share of small format boxes with lower capacities;

-- Sales to increase 6.6% in 2021, with no more expected gym
    closures after reopening, gradual membership recoveries and
    contribution from new gyms opened in 2020 and 2021;

-- GBP3.35 million EBITDA loss per week during lockdowns in 1Q21
    and no meaningful business rates holiday extension, resulting
    in negative EBITDA in 2021. In 2022, EBITDA margin to recover
    to 25.8% and gradually improve to 27.5% by 2024;

-- Capex of around GBP25 million in 2021 and, on average, GBP80
    million p.a. for 2022-2024 to fund new site openings and
    refurbishment projects;

-- No dividends, no acquisitions

KEY RECOVERY RATING ASSUMPTIONS

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

-- A 10% administrative claim.

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

-- Pure Gym's going-concern EBITDA of GBP103 million is based on
    Fitch's projected EBITDA in 2022, reflecting the profits
    brought by the acquisition of Fitness World and recovery from
    the coronavirus impact, in line with Fitch's previous
    assumptions. This represents a discount of 11% to the
    projected 2022 EBITDA, reflecting intensifying competitive
    dynamics, which are partly offset by a broadly resilient
    format given its lower price point but lack of contracts.

-- The current Fitch-distressed enterprise value (EV)/EBITDA
    multiples for other gym operators in the 'B' rating category
    have been around 5x-6x. Fitch recognises that Pure Gym has a
    leading share in the growing value gym market, which justifies
    a 5.5x multiple, although Pure Gym currently does not have any
    unique characteristics that would allow for a higher multiple,
    such as a significant unique brand, or undervalued real-estate
    assets.

-- The GBP145 million RCF, which ranks super-senior to the senior
    secured notes, is assumed to be fully drawn upon default.

-- After deducting 10% for administrative claims, Fitch's
    principal waterfall analysis generates a ranked recovery for
    the senior secured debt, including the recent tap of EUR45
    million bonds, in the 'RR4' category, leading to a 'B-' rating
    for the enlarged amount of senior secured bonds. The waterfall
    analysis output percentage based on current metrics and
    assumptions is 41% (previously 43% for the existing senior
    secured debt).

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/Outlook revision to Stable:

-- Strengthening of operational performance metrics across core
    geographies, along with increased visibility post-pandemic and
    sustained recovery of membership numbers;

-- FFO margin trending above 15%;

-- FFO fixed charge cover above 1.3x on a sustained basis;

-- FFO adjusted gross leverage below 8.0x by 2022 with signs of
    steady deleveraging thereafter

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

-- Diminished financial flexibility, for example, weaker
    liquidity due to continued impact from pandemic or a deeper
    than-expected recession, combined with FFO fixed charge cover
    remaining below 1.2x;

-- Loss of revenue and decline in profitability due to economic
    weakness, increased competition, slower recovery in membership
    base and pressure on pricing leading to FFO margins
    consistently below 15%;

-- FFO adjusted gross leverage remaining above 8.0x beyond 2021

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: Fitch expects liquidity to be sufficient to
weather the impact of gym closures during 1Q21 with full
availability under the GBP145 million RCF and GBP92 million of cash
as at 31 December 2020. Pure Gym managed its cash burn well during
the first lockdown and Fitch expects similar measures during the
recent gym closures in 1Q21. In September 2020, the company
increased its RCF by GBP50 million and received a GBP100 million
cash injection from its sponsor, which provided a strong liquidity
position entering the second lockdown. Liquidity is further
strengthened by the EUR45 million tap, which will enable the
company to return to its growth strategy once gyms reopen.

Pure Gym has no refinancing needs in the near term as the GBP145
million RCF comes due only in 2024 while both its existing GBP430
million and EUR490 million senior secured notes mature in 2025.

ESG CONSIDERATIONS

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


SEADRILL: Takes Additional US$2.9BB Impairment on Assets
--------------------------------------------------------
Nerijus Adomaitis at Reuters reports that offshore drilling rig
contractor Seadrill said on
March 4 it had taken an additional US$2.9 billion non-cash
impairment on its assets due to a bleak outlook for the sector,
which has reduced demand for its drilling rigs.

Seadrill, which in February filed for Chapter 11 bankruptcy
protection in the United States for the second time in four years,
said it expected offshore drilling demand to remain depressed well
into 2021, with some degree of market recovery seen by mid-2022,
Reuters relates.

The US$2.9 billion impairment for the second half of 2020 comes on
top of US$1.2 billion taken on the assets in the first half of last
year, Reuters notes.

The extra impairment reflects the company's view that some of its
cold-stacked rigs -- an industry term for laid up rigs without
crews -- were unlikely to return to work, Reuters states.

The Oslo-listed group controlled by Norwegian-born billionaire John
Fredriksen had US$7.1 billion in total liabilities at the end of
2020, including more than US$6 billion due within one year, Reuters
discloses.

Seadrill, as cited by Reuters, said its debt restructuring was
expected to lead to a significant reduction or elimination of
current shareholder positions.


TAURUS UK 2021-1: Moody's Rates GBP33.1M Class E Notes 'Ba3'
------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to the debt issuance of Taurus 2021-1 UK DAC (the
"Issuer"):

GBP158M Class A Commercial Mortgage Backed Floating Rate Notes due
2031, Definitive Rating Assigned Aaa (sf)

GBP40M Class B Commercial Mortgage Backed Floating Rate Notes due
2031, Definitive Rating Assigned Aa3 (sf)

GBP36M Class C Commercial Mortgage Backed Floating Rate Notes due
2031, Definitive Rating Assigned A3 (sf)

GBP56M Class D Commercial Mortgage Backed Floating Rate Notes due
2031, Definitive Rating Assigned Baa3 (sf)

GBP33.1M Class E Commercial Mortgage Backed Floating Rate Notes
due 2031, Definitive Rating Assigned Ba3 (sf)

Taurus 2021-1 UK DAC is a true sale transaction of a floating rate
loan totalling GBP340.1 million. The issuer will on-lend the
proceeds to the borrower who will use the proceeds to finance the
acquisition and related transaction closing costs of 45 logistics,
warehouse and light industrial assets located in the UK and
predominantly in or around Greater London. There will be a GBP 85.0
million mezzanine facility that is contractually and structurally
subordinated to the senior facility.

RATINGS RATIONALE

The rating actions are based on: (i) Moody's assessment of the real
estate quality and characteristics of the collateral; (ii) analysis
of the loan terms; and (iii) the expected legal and structural
features of the transaction.

The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
commercial real estate from the current weak UK economic activity
and a gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around Moody's forecasts is unusually high.

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

The key parameters in Moody's analysis are the default probability
of the securitised loan (both during the term and at maturity) as
well as Moody's value assessment of the collateral. Moody's derives
from these parameters a loss expectation for the securitised loan.
Moody's total default risk assumptions are medium for the loan. The
Moody's LTV of the securitised loan at origination is 75.4%.
Moody's has applied a property grade of 1.5 for the portfolio (on a
scale of 1 to 5, 1 being the best).

The key strengths of the transaction include: (i) the very good
quality urban logistics and light industrial portfolio; (ii) the
low to medium default risk; (iii) the good tenant diversity; and
(iv) the experienced sponsor and asset manager.

Challenges in the transaction include: (i) the additional mezzanine
debt that increased the overall leverage; (ii) the lack of
amortisation; (iii) the weak covenants; and (iv) the increased
uncertainty around the impact of the coronavirus crisis.

The principal methodology used in these ratings was "Moody's
Approach to Rating EMEA CMBS Transactions" published in October
2020.

Factors That Would Lead to an Upgrade or Downgrade of the Ratings:

Main factors or circumstances that could lead to an upgrade of the
ratings are generally: (i) an increase in the property values
backing the underlying loan; or (ii) a decrease in the default
probability driven by improving loan performance or decrease in
refinancing risk.

Main factors or circumstances that would lead to a downgrade of the
ratings are generally: (i) a decline in the property values backing
the underlying loan; (ii) an increase in the default probability of
the loan; and (iii) changes to the ratings of some transaction
counterparties.


TWIN BRIDGES 2021-1: S&P Assigns BB Rating on Class X1 Notes
------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Twin Bridges 2021-1
PLC's (TB 2021-1) class A and B notes, and class C-Dfrd to X1-Dfrd
interest deferrable notes. At the same time, TB 2021-1 also issued
unrated class X2-Dfrd, X3-Dfrd, Z1-Dfrd, and Z2-Dfrd notes.

TB 2021-1 is a static RMBS transaction that securitizes a portfolio
of buy-to-let (BTL) mortgage loans secured on properties in the
U.K.

The loans in the pool were originated between 2018 and 2021 by
Paratus AMC Ltd., a non-bank specialist lender, under the brand of
Foundation Home Loans.

The collateral comprises first-lien U.K. BTL residential mortgage
loans made to both commercial and individual borrowers.

In contrast with Twin Bridges 2020-1, this transaction includes a
prefunded amount (33%) where the issuer can add loans up until the
end of May 2021.

The first interest payment date will be in September 2021.

The transaction benefits from liquidity support provided by a
nonamortizing reserve fund (broken down into a liquidity reserve
fund and a credit reserve), and principal can also be used to pay
senior fees and interest on the notes, subject to certain
conditions.

Credit enhancement for the rated notes consists of subordination
and the credit reserve from the closing date and
overcollateralization following the step-up date. The
overcollateralization will result from the release of the excess
amount from the revenue priority of payments to the principal
priority of payments.

The transaction incorporates a swap to hedge the mismatch between
the notes, which pay a coupon based on the compounded daily
Sterling Overnight Index Average (SONIA), and the loans, which
primarily pay a fixed-rate interest before reversion.

At closing (and before the end of May 2021 as part of prefunding),
the issuer used the issuance proceeds to purchase the full
beneficial interest in the mortgage loans from the seller. The
issuer grants security over all of its assets in favor of the
security trustee.

S&P said, "Our ratings on the class A and B notes address the
timely payment of interest and ultimate payment of principal,
although the terms and conditions of the class B notes allow for
the deferral of interest until they are the most senior class
outstanding. Our ratings on the class C-Dfrd, D-Dfrd, and X1-Dfrd
notes address ultimate payment of principal and interest while they
are not the most senior class outstanding. No further interest will
accrue on the class X1-Dfrd notes after the optional redemption
date, in line with the notes' coupon. TB 2021-1 also will also
issue unrated class X2-Dfrd, X3-Dfrd, Z1-Dfrd, and Z2-Dfrd notes.

"Our cash flow analysis indicates that the available credit
enhancement for the classes C-Dfrd and X1-Dfrd notes is
commensurate with a higher rating than that currently assigned. The
rating assigned to the classes C-Dfrd and X1-Dfrd notes reflects
their ability to withstand a combination of extended recovery
timings due to COVID-19, their relative positions in the capital
structure, and potential increased exposure to tail-end risk.
Similarly, our cash flow analysis on the class D-Dfrd notes also
indicated a higher rating than that assigned, but they have
insufficient hard credit enhancement (subordination and reserve
provide only 0.86% of enhancement) on day one to assign a rating
above 'BBB+'.

Repayment of interest and principal on the class X1-Dfrd, X2-Dfrd,
and X3-Dfrd notes relies on excess spread. Upon the optional
redemption date, excess spread will be diverted to the principal
priority of payments until the class D-Dfrd notes are fully
redeemed. Therefore, any remaining interest and principal on any of
the class X-Dfrd notes will only be paid once the class A to D-Dfrd
notes have been fully redeemed. Upon redemption of the unrated
class Z1-Dfrd and Z2-Dfrd notes, principal inflows will also be
used to pay down interest and principal on class X notes.

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

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."

  Ratings Assigned

  Class          Rating        Amount (mil. GBP)
  -----          ------        -----------------
  A              AAA (sf)      385.875
  B              AA (sf)        30.375
  C-Dfrd         A (sf)         15.75
  D-Dfrd         BBB+ (sf)      16.875
  X1-Dfrd        BB (sf)        13.50
  X2-Dfrd        NR              9.00
  X3-Dfrd        NR             11.25
  Z1-Dfrd        NR              1.125
  Z2-Dfrd        NR              9.00
  Certificates   NR              N/A

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




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

[*] BOOK REVIEW: Hospitals, Health and People
---------------------------------------------
Author: Albert W. Snoke, M.D.
Publisher: Beard Books
Softcover: 232 pages
List Price: $34.95
Order your personal copy today at
http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html

Hospitals, Health and People is an interesting and very readable
account of the career of a hospital administrator and physician
from the 1930's through the 1980's, the formative years of today's
health care system. Although much has changed in hospital
administration and health care since the book was first published
in 1987, Dr. Snoke's discussion of the evolution of the modern
hospital provides a unique and very valuable perspective for
readers who wish to better understand the forces at work in our
current health care system.

The first half of Hospitals, Health and People is devoted to the
functional parts of the hospital system, as observed by Dr. Snoke
between the late 1930's through 1969, when he served first as
assistant director of the Strong Memorial Hospital in Rochester,
New York, and then as the director of the Grace-New Haven Hospital
in Connecticut. In these first chapters, Dr. Snoke examines the
evolution and institutionalization of a number of aspects of the
hospital system, including the financial and community
responsibilities of the hospital administrator, education and
training in hospital administration, the role of the governing
board of a hospital, the dynamics between the hospital
administrator and the medical staff, and the unique role of the
teaching hospital.

The importance of Hospitals, Health and People for today's readers
is due in large part to the author's pivotal role in creating the
modern-day hospital. Dr. Snoke and others in similar positions
played a large part in advocating or forcing change in our hospital
system, particularly in recognizing the importance of the nursing
profession and the contributions of non-physician professionals,
such as psychologists, hearing and speech specialists, and social
workers, to the overall care of the patient. Throughout the first
chapters, there are also many observations on the factors that are
contributing to today's cost of care. Malpractice is just one
example. According to Dr. Snoke, "malpractice premiums were
negligible in the 1950's and 1960's. In 1970, Yale-New Haven's
annual malpractice premiums had mounted to about $150,000." By the
time of the first publication of the book, the hospital's premiums
were costing about $10 million a year.

In the second half of Hospitals, Health and People, Dr. Snoke
addresses the national health care system as we've come to know it,
including insurance and cost containment; the role of the
government in health care; health care for the elderly; home health
care; and the changing role of ethics in health care. It is
particularly interesting to note the role that Senator Wilbur Mills
from Arkansas played in the allocation of costs of hospital-based
specialty components under Part B rather than Part A of the
Medicare bill. Dr. Snoke comments: "This was considered a great
victory by the hospital-based specialists. I was disappointed
because I knew it would cause confusion in working relationships
between hospitals and specialists and among patients covered by
Medicare. I was also concerned about potential cost increases. My
fears were realized. Not only have health costs increased in
certain areas more than anticipated, but confusion is rampant among
the elderly patients and their families, as well as in hospital
business offices and among physicians' secretaries." This aspect of
Medicare caused such confusion that Congress amended Medicare in
1967 to provide that the professional components of radiological
and pathological in-hospital services be reimbursed as if they were
hospital services under Part A rather than part of the co-payment
provisions of Part B.

At the start of his book, Dr. Snoke refers to a small statue,
Discharged Cured, which was given to him in the late 1940's by a
fellow physician, Dr. Jack Masur. Dr. Snoke explains the
significance the statue held for him throughout his professional
career by quoting from an article by Dr. Masur: "The whole question
of the responsibility of the physician, of the hospital, of the
health agency, brings vividly to mind a small statue which I saw a
great many years ago.it is a pathetic little figure of a man, coat
collar turned up and shoulders hunched against the chill winds,
clutching his belongings in a paper bag-shaking, tremulous,
discouraged. He's clearly unfit for work-no employer would dare to
take a chance on hiring him. You know that he will need much more
help before he can face the world with shoulders back and
confidence in himself. The statuette epitomizes the task of medical
rehabilitation: to bridge the gap between the sick and a job."

It is clear that Dr. Snoke devoted his life to exactly that
purpose. Although there is much to criticize in our current
healthcare system, the wellness concept that we expect and accept
today as part of our medical care was almost nonexistent when Dr.
Snoke began his career in the 1930's. Throughout his 50 years in
hospital administration, Dr. Snoke frequently had to focus on the
big picture and the bottom line. He never forgot the importance of
Discharged Cured, however, and his book provides us with a great
appreciation of how compassionate administrators such as Dr. Snoke
have contributed to the state of patient care today.

Albert Waldo Snoke was director of the Grace-New Haven Hospital in
New Haven, Connecticut from 1946 until 1969. In New Haven, Dr.
Snoke also taught hospital administration at Yale University and
oversaw the development of the Yale-New Haven Hospital, serving as
its executive director from 1965-1968. From 1969-1973, Dr. Snoke
worked in Illinois as coordinator of health services in the Office
of the Governor and later as acting executive director of the
Illinois Comprehensive State Health Planning Agency. Dr. Snoke died
in April 1988.



                           *********


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,
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Editors.

Copyright 2021.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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