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

                          E U R O P E

          Thursday, April 1, 2021, Vol. 22, No. 60

                           Headlines



C R O A T I A

ULJANIK: Fincantieri Mulls Cooperation with Uljanik Brodogradnja


F I N L A N D

SPA HOLDINGS 3: Fitch Assigns Final 'B+' LT IDR, Outlook Positive


F R A N C E

BANIJAY GROUP: Fitch Affirms 'B' LongTerm IDR, Outlook Negative


I R E L A N D

ADAGIO V: Fitch Affirms Final B- Rating on Class F Notes
ADAGIO V: Moody's Affirms B2 Rating on EUR10.5MM Class F-R Notes
ALME LOAN II: Moody's Affirms Ba3 Rating on EUR20.6M Cl. E-R Notes
ELM PARK: Moody's Assigns (P)B2 Rating to EUR12.5MM Class E Notes
NEUBERGER BERMAN 1: Moody's Assigns B3 Rating to Class F Notes

NEUBERGER BERMAN 1: S&P Assigns 'B-(sf)' Rating on Class F Notes
ST. PAUL'S CLO VI: S&P Assigns B- (sf) Rating on Class F Notes


I T A L Y

SUNRISE SPV 92: Fitch Assigns Final BB Rating to Class E Debt


K A Z A K H S T A N

ATFBANK JSC: S&P Alters Outlook to Positive, Affirms 'B-' LT ICR


N E T H E R L A N D S

E-MAC NL 2006-NHG: Moody's Downgrades EUR600M Class A Notes to Ba1


S L O V E N I A

AGROKOR: Fortenova Shareholders Back Mercator Acquisition


S P A I N

BANKIA SA: Moody's Upgrades Preferred Stock Ratings to Ba3(hyb)
IM CAJAMAR 3: S&P Assigns Prelim 'CCC-' Rating on Cl. B Notes


S W I T Z E R L A N D

DUFRY AG: S&P Affirms 'B+' Issuer Credit Rating, Outlook Negative


U K R A I N E

NAFTOGAZ: Fitch Affirms 'B' LT Foreign-Currency IDR


U N I T E D   K I N G D O M

ADIENT GLOBAL: Moody's Affirms B2 CFR, Alters Outlook to Positive
DUET CAPITAL: OSB Files Application for Administration
GATWICK AIRPORT: Fitch Rates Proposed Sr. Sec. 2026 Notes BB-(EXP)
GATWICK AIRPORT: Moody's Gives Ba3 Rating to New Sr. Secured Notes
GFG ALLIANCE: Citi Files Insolvency Applications in London

LCF: Four Customers Vow to Appeal Court Ruling on Compensation
NIELSEN HOLDINGS: Moody's Affirms Ba3 CFR on Revenue Growth
PETROFAC LTD: S&P Lowers LT ICR to 'B+' Then Withdraws Rating

                           - - - - -


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C R O A T I A
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ULJANIK: Fincantieri Mulls Cooperation with Uljanik Brodogradnja
----------------------------------------------------------------
Dragana Petrushevska at SeeNews reports that Italian shipbuilding
company Fincantieri is in talks with Croatian peer Uljanik
Brodogradnja 1856 for a potential cooperation.

According to SeeNews, Fincantieri is interested in a potential
cooperation with the Croatian firm but nothing has been confirmed
yet, daily Jutarnji reported on March 18, quoting Uljanik
Brodogradnja 1856 director Samir Hadzic.

Unnamed sources told Jutarnji Fincantieri is mainly interested in
building moorings in Pula for the ships it manufactures in
Monfalcone, but it is open to other options, including the
recapitalization of Uljanik Brodogradnja 1856 or a long-term lease,
SeeNews notes.

Uljanik Brodogradnja 1856 was established after the liquidation of
indebted Uljanik Group in early 2020.  The group's assets were
transferred to Uljanik Brodogradnja 1856, which obtained Uljanik
Group's concession rights to resume shipbuilding activities.

In May 2019, a Croatian court launched bankruptcy proceedings
against the Uljanik Group and its key member, Uljanik Shipyard, at
the request of the government's financial agency, citing the
companies' overdue debt, SeeNews recounts.




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F I N L A N D
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SPA HOLDINGS 3: Fitch Assigns Final 'B+' LT IDR, Outlook Positive
-----------------------------------------------------------------
Fitch Ratings has assigned a final Long-Term Issuer Default Rating
(IDR) of 'B+' to Spa Holdings 3 Oy (Ahlstrom-Munksjo). The Outlook
is Positive. Fitch has also assigned a final instrument rating of
'BB-'/'RR3' to the group´s senior secured debt. The assignment of
the final ratings follows the receipt and review of the final loan
documentation after the acquisition of Ahlstrom-Munksjö Oyj by a
consortium consisting of Bain Capital Private Equity, LLP, Ahlstrom
Invest B.V., Viknum AB, and Belgrano Inversiones Oy.

The ratings reflect Ahlstrom-Munksjo's post-transaction high
leverage with forecast funds from operations (FFO) gross leverage
above 6x at end-2021. Fitch sees moderate deleveraging capacity in
the medium term, supported by Fitch-forecast modest free cash flow
(FCF) generation.

The ratings are supported by Ahlstrom-Munksjo's business profile as
a large manufacturer of fibre-based materials, strong market
positions in several end-markets and solid geographical
diversification. Despite some exposure to cyclical end-markets the
group has been resilient to the effects of the coronavirus pandemic
due to its broad product range and the ability to adjust costs.

KEY RATING DRIVERS

Moderate Deleveraging Capacity: Ahlstrom-Munksjo's expected FFO
gross and net leverage will be above 6x at end-2021, which is high
for the rating. The higher final leverage is due to local lines and
a pension loan, together totalling EUR144 million, and which were
not refinanced in the transaction. Despite this, Fitch forecasts
cash-flow generation to allow for moderate deleveraging to 5.4x in
2023 and 5.0x in 2024, which is in line with the rating and below
Fitch's positive rating sensitivities. The forecast high leverage
in the medium to long term restricts the rating to the higher end
of the 'B' range.

Low but Improving Margins: Fitch views Ahlstrom-Munksjo's
profitability as low for a diversified industrial of its scale and
market position. It is mainly an effect of its position in the
value chain as a producer of the fibre-based material used in the
end-products, but not of the end-product itself. Despite declining
revenue in 2020, profitability has improved due to broad cost
savings and limited negative effects from the pandemic. The
Fitch-adjusted EBIT margin of 6% at end-2020 is in line with the
rating. Fitch expects accelerating cost savings under the new
ownership to strengthen profitability and Fitch forecasts the EBIT
margin to reach 7.6% in 2023.

Strengthening Free Cash Flow: Free cash flow (FCF) generation has
historically been volatile and under pressure from temporarily high
growth capex and working capital build-up. Although higher
post-transaction interest costs will weigh on FCF generation from
2021, Fitch expects the FCF margin to remain positive in 2021, and
gradually increase above 3% in the medium term, due to improving
profitability and normalised capex. It would be stronger than the
rating and in line with or weaker than 'BB' rated peers', allowing
for some deleveraging.

Volatility of Pulp Prices: Ahlstrom-Munksjo uses pulp as raw
material and although its own four pulp mills produce 40%-45% of
its needs it is one of the largest pulp-buyers globally. Pulp price
volatility is, to some extent, naturally hedged through internal
production. In combination with pricing adjustment clauses in a
material share of customer contracts, the company is able to pass
higher pulp prices onto customers. However, the pass-through
usually has a time lag of about three months and is not 100%, which
pressures profitability when pulp prices increase. This was seen in
2018-2019, when pulp prices reached a record-high. When prices
decrease, as in 2020, they have a negative effect on the revenue.

Solid Business Profile: Ahlstrom-Munksjo's business profile is in
line with an investment-grade rating based on the group's strong
position in a high number of niche markets and its solid
geographical diversification. Most of the produced material is
converted or developed further by its customers and is used in a
broad range of products such as filters, medical fabric protection
and packaging. Fitch expects continued growth in most of its
end-markets. Ahlstrom-Munksjö has some exposure to cyclical
end-markets such as automotive, trucks and industrial applications,
but this is partly mitigated by its limited exposure to new vehicle
production.

Resilience Shown in the Pandemic: The coronavirus pandemic has had
a moderate effect on Ahlstrom-Munksjo compared with other
Fitch-rated diversified industrials. Its improving margins in 2020
are a result of a diverse business profile, an ability to adjust
costs according to changing market conditions, and a high (above
50% of revenue) exposure to non-cyclical and resilient
applications. The diversification has mitigated some of the
negative effects from the pandemic, mainly through increasing
demand for medical supplies and the ability to repurpose activities
within the more cyclically exposed divisions, such as filtration
and performance.

DERIVATION SUMMARY

Ahlstrom-Munksjo's business profile is in line with
investment-grade peers such as GEA Group Aktiengesellschaft
(BBB-/Stable), KION GROUP AG (BBB-/Stable) and Smurfit Kappa Group
plc (BBB-/Stable) based on solid market positions, strong
diversification and exposure to non-cyclical end-markets.

Ahlstrom-Munksjo's profitability is weaker than that of similarly
rated peers such as Harsco Corporation (WD), ams AG (BB-/Stable)
and ZEPHYR GERMAN BIDCO GMBH (BB-(EXP)/Stable), while the companies
are a similar size. Fitch expects Ahlstrom-Munksjö´s
profitability to be more in line with that of peers in the medium
to long term due to planned cost savings.

FFO gross leverage is higher at Ahlstrom-Munksjo than at ams AG,
but more in line with Harsco's and Zephyr German Bidco's in the
short term. All of the peers, except Zephyr German Bidco, have a
better deleveraging profile than Ahlstrom-Munksjö, which explains
its 'B+' rating.

KEY ASSUMPTIONS

-- Annual revenue growth of 2%-5.5% in 2021-2024.

-- Improving EBITDA margin to 14.3% in 2024 mainly based on
    additional cost savings under the new ownership.

-- Transformational costs of EUR80 million in 2021-2023.

-- Average capex at 4% of revenue 2021-2024.

-- Preferred dividend payment of EUR30 million annually from
    2021; no ordinary dividend payments from 2Q21.

-- No M&A activity until 2024.

KEY RECOVERY ASSUMPTIONS

-- The recovery analysis assumes that Ahlstrom-Munksjö would be
    restructured as a going concern rather than liquidated in a
    default.

-- Fitch applies a distressed enterprise value/EBITDA multiple of
    5.5x to calculate a going-concern enterprise value, reflecting
    Ahlstrom-Munksjö´s strong market positions and solid
    diversification in end-markets, products and geography.

-- Fitch estimates post-restructuring going-concern EBITDA at
    EUR252 million.

-- The recovery analysis is based on a final capital structure at
    the closing date

-- These assumptions result in a recovery rate for the senior
    secured instrument rating within the 'RR3' range, resulting in
    a one-notch uplift from the IDR. The principal and interest
    waterfall analysis output percentage on current metrics and
    assumptions is 52%.

RATING SENSITIVITIES

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

-- FFO margin sustainably above 6%;

-- FCF margin above 1.5%;

-- FFO gross leverage sustainably below 5.5x.

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

-- FFO margin sustainably below 4%;

-- FCF margin below 1%;

-- FFO gross leverage sustainably above 6.5x.

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 Ahlstrom-Munksjo's readily
available cash to be around EUR91 million post-transaction at
end-2021. It includes Fitch adjustments of EUR25 million restricted
cash due to offshore holdings and 2% of revenue - around EUR55
million due to intra-year working capital changes. Liquidity is
supported by an undrawn revolving credit facility of EUR325 million
and a temporarily modest FCF margin of 1%-2% in 2021-2022.
Thereafter, Fitch expects the FCF margin to improve by 1pp-3pp
until 2024 due to cost-saving measures.

The debt structure is fairly diversified and consists of two 1st
Lien Term Loans B (TLB) of EUR600 million and USD547 million,
respectively, and two senior secured notes of EUR350 million and
USD305 million, respectively. The maturities are long at seven
years, and concentrated to one year (2028), which could increase
the refinancing risk once the maturity dates approach.

ESG CONSIDERATIONS

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



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F R A N C E
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BANIJAY GROUP: Fitch Affirms 'B' LongTerm IDR, Outlook Negative
---------------------------------------------------------------
Fitch Ratings has affirmed Banijay Group SAS's (Banijay) Long-Term
Issuer Default Rating (IDR) at 'B' with Negative Outlook. Fitch has
also affirmed Banijay Entertainment SAS's and Banijay Group US
Holding, Inc.'s senior secured debt ratings at 'B+'/'RR3'/63% and
Banijay Group SAS's senior unsecured debt rating at
'CCC+'/'RR6'/0%.

Banijay's ratings reflect its highly leveraged financial structure
due to incremental debt raised to finance the Endemol Shine Group
acquisition and weakened performance in 2020 due to the pandemic.
These are somewhat mitigated by Banijay's ability to retain EBITDA
margin thanks to its flexible cost structure and the partial
realisation of integration synergies. Fitch estimates that
Banijay's proforma funds from operations (FFO) net leverage at
end-2020 was at 8.3x.

The Negative Outlook reflects Fitch's expectation that FFO net
leverage will decrease to 6.7x by end-2021, driven by strong
production recovery and the delivery of most synergies, slightly
higher than Fitch's downgrade threshold of 6.5x. Fitch expects the
business to continue deleveraging to 5.7x by 2022, comfortably
within the 'B' rating, supported by fully resumed production
activities and solid free cash flow (FCF) generation.

KEY RATING DRIVERS

Production Activities Resume: The majority of Banijay's production
activities have gradually resumed after the first round of global
lockdowns and production continues under established safety
protocols. Fitch expects this will support Banijay's revenue growth
in 2021, given the broader content offering of the combined group.
However, lockdown measures, especially travel restrictions, are
likely to affect the production and planned delivery of shows that
require international travel in 2021, albeit to a lesser extent
than in 2020. Fitch expects FY21 ((financial year ending December)
revenue to grow 20% compared with FY20 pro forma revenue.

Content Demand Resilient: Traditional TV broadcasters faced
advertising revenue decline in 2020 and reduced some content
spending. Fitch expects that TV advertising revenues will recover
in 2021 and beyond, as broadcasters will need fresh content to
retain viewers gained during lockdowns and are likely to resume
content spending close to the pre-pandemic level.

The strong growth of streaming operators like Netflix and
intensifying market competition amongst pay-TV companies and
traditional broadcasters should support overall content spending,
which is becoming an important driver of demand for both scripted
and non-scripted content. Banijay's large content library should
help meet demand from customers.

Slower Deleveraging: Fitch expects healthy performance recovery and
the execution of EUR67 million planned synergies to support
Banijay's deleveraging, although at a slightly slower pace than
Fitch's previous forecast. Leverage was under pressure in 2020 due
to the pandemic impact and debt raised for the Endemol acquisition,
which led to FY20 proforma FFO net leverage of 8.3x.

Fitch forecasts Banijay's FFO net leverage will meaningfully
decline to 6.7x by end-2021 (previous: 6.3x), slightly above
Fitch's downgrade threshold of 6.5x. This should be followed by
further deleveraging to 5.7x by end-2022, supported by expected
revenue growth and positive FCF generation, consistent with the 'B'
rating.

Variable Cost Structure Supports Resilient Margin: Banijay's FY20
proforma Fitch-defined EBITDA margin was 12.6%, better than Fitch's
March 2020 base case of 10.5%, despite costs incurred due to
production disruptions and additional costs of safety measures
during production. Fitch attributes the better performance than
forecast to Banijay's largely flexible cost structure and its
ability to share part of costs with customers. Fitch expects EBITDA
margin to improve to 12.9% in 2021 supported by planned synergies
delivery, yet slightly diluted by Banijay's intention to increase
scripted revenue to account for 25% of group revenue.

Positive FCF: Banijay generated positive FCF in FY20, despite a
weaker operating performance due to the pandemic. Fitch expects the
company's post-dividend FCF margin to be 2.2% in FY21 and grow to
around 5% in FY22-24. This takes into account negative changes in
working capital in 2021 as production ramps up and further
integration costs. Fitch expect Banijay to maintain relatively low
capex intensity and moderately increase intellectual property (IP)
investments to grow its scripted business. The company's record of
disciplined dividend policy also supports cash preservation.

Satisfactory Liquidity: Banijay closed FY20 with a strong cash
balance of EUR270 million, partly supported by working capital
inflows from pre-financed but not yet produced shows. Fitch expects
strong recovery of productions in 2021 to support Fitch-defined
EBITDA expanding by 23% from FY20 level. This will be sufficient to
cover working capital outflow of about 1.5% of revenue, integration
costs and cash payment of earn-outs. Fitch believes the EUR170
million revolving credit facility (RCF) will remain undrawn in the
next four years, providing extra liquidity support.

Improving Visibility of Synergy Plan: Banijay started implementing
synergy plans post acquisition closure in most countries and
realised EUR11 million synergies in FY20. It has appointed all
country managers for the combined group and managed to retain key
producers. Fitch believes this reduces the uncertainty of talent
losses during the integration of Endemol and should improve
visibility of delivering synergies.

The company increased its synergy target to EUR67 million from
EUR61 million by 2022. Fitch expects a meaningful amount to be
achieved on time. Banijay's expectation of integration costs are
unchanged at EUR61 million, of which EUR38 million was incurred in
2020.

DERIVATION SUMMARY

The combined Banijay group is the largest independent TV production
firm globally. Its primary competitors are ITV Studios, Fremantle
Media and All3Media. It has a greater proportion of non-scripted
content than its peers, although the company intends to increase
its exposure to scripted content to up to 25% of total revenue
following the acquisition of Endemol.

Fitch covers several UK and US peers in the diversified media
industry such as Twenty-first Century Fox, Inc. (A-/Negative; owned
by Disney) and NBC Universal Media LLC (A-/Stable; owned by
Comcast). They are much larger and more diversified, occupy
stronger competitive positions in the value chain and are less
leveraged than the enlarged Banijay. Compared with these investment
grade names, Banijay's profile is more consistent with a 'B'
rating.

KEY ASSUMPTIONS

-- Revenue growth of about 20% like-for-like in 2021, followed by
    growth of 7% in 2022 before normalising to about 2% growth in
    2023-2024;

-- Fitch-defined EBITDA margin (after lease expense) of 12.9% in
    2021, improving to 13% in 2022, which includes acquisition
    run-rate synergies of EUR67 million;

-- Working capital outflows at 1.5% of revenue in 2021-2024;

-- Acquisition-related integration costs estimated at about EUR60
    million spread over 2020 and 2021;

-- Slightly increase in capex intensity to 1.7% of revenue in
    2022 from 1.5% in 2021 on higher IP investments.

KEY RECOVERY RATING ASSUMPTIONS

-- Fitch uses a going-concern approach for Banijay in our
    recovery analysis, assuming that the company would be
    considered a going-concern in the event of a bankruptcy.

-- A 10% administrative claim.

-- Fitch increased post-restructuring going-concern EBITDA
    estimation to EUR270 million, 8% below 2020 Fitch defined pro
    forma EBITDA (after lease expenses), to reflect improving
    visibility of Banijay's integration of Endemol and synergies
    delivery.

-- Fitch uses an enterprise value (EV) multiple of 5.5x to
    calculate a post-restructuring valuation.

-- Recovery prospects are 63% for the senior secured debt at
    Banijay Entertainment, comprising EUR905 million equivalent of
    notes and EUR840 million equivalent of term loan B. In our
    debt claim waterfall, Fitch assumes EUR33 million of local
    facilities issued by Banijay's non-guarantor subsidiaries and
    EUR88 million of factoring rank prior to the senior secured
    debt. Ranking pari passu to the senior secured notes and TLB,
    Fitch assumes a fully drawn RCF of EUR170 million and EUR29
    million of local facilities at guarantor subsidiaries. EUR400
    million of senior unsecured notes issued by Banijay Group SAS
    have 0% recovery prospects.

RATING SENSITIVITIES

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

-- FFO net leverage trending below 5.5x;

-- Continued growth of EBITDA and FCF with continued demand for
    non-scripted and scripted content without a significant
    increase in competitive pressure.

Factors that could, individually or collectively, lead to a
revision of the Outlook to Stable:

-- Evidence of strong revenue rebound in 2021 meaningfully
    exceeding 2019 pro forma revenue with limited delivery
    deferral;

-- FFO net leverage below 6.5x by end of 2022.

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

-- FFO net leverage trending above 6.5x;

-- FFO interest coverage sustained below 2.5x;

-- Failure to renew leading shows and significant deterioration
    of EBITDA margin due to intensive competition and inability to
    control costs.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Banijay had a cash balance of EUR270
million at end-2020. Despite expected negative working capital as a
result of production resumption, Fitch expects Banijay to generate
positive and growing FCF in 2021-2024 with low to mid-single digit
FCF margin. This should be sufficient to cover its cash payments
for earn-outs and 1% amortising repayment per year on its US dollar
term loan. Additionally, Banijay has a fully undrawn committed RCF
of EUR170 million to provide further liquidity.

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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I R E L A N D
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ADAGIO V: Fitch Affirms Final B- Rating on Class F Notes
--------------------------------------------------------
Fitch Ratings has assigned Adagio V CLO DAC's refinancing notes
final ratings.

Adagio V CLO DAC

       DEBT                  RATING             PRIOR
       ----                  ------             -----
A-R XS2312388080     LT  AAAsf   New Rating   AAA(EXP)sf
B-1R XS2312388759    LT  AAsf    New Rating   AA(EXP)sf
B-2R XS2312389302    LT  AAsf    New Rating   AA(EXP)sf
C-R XS2312390060     LT  Asf     New Rating   A(EXP)sf
D XS1879605928       LT  BBB-sf  Affirmed     BBB-sf
E XS1879607627       LT  BB-sf   Affirmed     BB-sf
F XS1879606579       LT  B-sf    Affirmed     B-sf

TRANSACTION SUMMARY

Adagio CLO V DAC is a cash flow collateralised loan obligation
(CLO). The proceeds of this issuance will be used to redeem the old
notes, with a new identified portfolio comprising the existing
portfolio, as modified by sales and purchases conducted by the
manager. The portfolio is managed by AXA Investment Managers. The
refinanced CLO envisages a reinvestment period of around two years
and a 7.1-year weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality: Fitch places the average credit
quality of obligors in the 'B' range. The Fitch-weighted average
rating factor (WARF) of the current portfolio is 34.53.

High Recovery Expectations: At least 90% of the portfolio comprises
senior secured obligations. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-weighted average recovery rate (WARR)
calculation has been updated as per Fitch's latest criteria. The
updated WARR as of 2 March 2021 is 62.39.

Diversified Asset Portfolio: The transaction has two matrices
corresponding to two 10 largest obligors at 18.0% and 26.5% of the
portfolio balance. The transaction also includes limits on the
Fitch-defined largest industry at a covenanted maximum 17.5% and
the three largest industries at 40.0%. These covenants ensure that
the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management: The issuer has extended the WAL covenant by
one year to 7.1 years and the Fitch matrix has been updated. The
transaction features a reinvestment period of around two years. The
reinvestment criterion is similar to other European transactions.
Fitch's analysis is based on a stressed-case portfolio with the aim
of testing the robustness of the transaction structure against its
covenants and portfolio guidelines.

Affirmation of Non-Refi Notes: The affirmation of the
non-refinanced notes with Stable Outlooks reflect the transaction's
good performance. The transaction is slightly below par by 76bp
with no defaulted assets. The coverage test, collateral quality
test and portfolio profile test are passing. As per 20 March 2021,
exposure to assets with a Fitch-derived rating of 'CCC+' was 6.5%,
below the limit of 7.50%.

When analysing the updated matrix with the stressed portfolio, the
class F notes showed a breakeven default shortfall of around 1%.
The rating is supported by the available credit enhancement and a
significant default cushion on the current portfolio due to the
notable cushion between the transaction's covenants and the
portfolio's parameters.

All the notes pass the current ratings with a significant cushion
based on the current portfolio and the coronavirus sensitivity
analysis that is used for surveillance.

RATING SENSITIVITIES

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

-- A reduction of the default rate (RDR) at all rating levels by
    25% of the mean RDR and an increase in the recovery rate (RRR)
    by 25% at all rating levels would result in an upgrade of up
    to five notches depending on the notes. Except for the class
    A-R notes, which are already at the highest rating on Fitch's
    scale and cannot be upgraded, upgrades may occur in case of
    better than expected portfolio credit quality and deal
    performance, leading to higher credit enhancement and excess
    spread available to cover for losses on the remaining
    portfolio. If asset prepayment is faster than expected and
    outweighs the negative pressure of the portfolio migration,
    this could increase credit enhancement and put upgrade
    pressure on the non-'AAAsf' rated notes.

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

-- An increase of the RDR at all rating levels by 25% of the mean
    RDR and a decrease of the RRR by 25% at all rating levels will
    result in downgrades of no more than five notches depending on
    the notes. Downgrades may occur if the build-up of credit
    enhancement following amortisation does not compensate for a
    larger loss expectation than initially assumed due to
    unexpectedly high level of default and portfolio
    deterioration. As the disruptions to supply and demand due to
    Covid-19 become apparent for other vulnerable sectors, loan
    ratings in those sectors would also come under pressure. Fitch
    will update the sensitivity scenarios in line with the view of
    its Leveraged Finance team.

Coronavirus Baseline Stress Scenario

Fitch recently updated its CLO coronavirus stress scenario to
assume half of the corporate exposure on Negative Outlook is
downgraded by one notch instead of 100%. The Stable Outlooks on all
the notes reflect the default rate cushion in the sensitivity
analysis ran in light of the coronavirus pandemic.

Coronavirus Potential Severe Downside Stress Scenario

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies. The potential severe downside
stress incorporates the following stresses: applying a notch
downgrade to all the corporate exposure on Negative Outlook. This
scenario shows the resilience of the current ratings of all classes
of notes.

BEST/WORST CASE RATING SCENARIO

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

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

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

DATA ADEQUACY

Adagio V CLO DAC

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

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

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

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

ADAGIO V: Moody's Affirms B2 Rating on EUR10.5MM Class F-R Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Adagio
V CLO Designated Activity Company (the "Issuer"):

EUR215,500,000 Class A-R-R Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aaa (sf)

EUR26,930,000 Class B-1-R-R Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aa2 (sf)

EUR9,000,000 Class B-2-R-R Senior Secured Fixed Rate Notes due
2031, Definitive Rating Assigned Aa2 (sf)

EUR23,310,000 Class C-R-R Deferrable Mezzanine Floating Rate Notes
due 2031, Definitive Rating Assigned A2 (sf)

At the same time, Moody's affirmed the outstanding notes which have
not been refinanced:

EUR21,000,000 Class D-R Deferrable Mezzanine Floating Rate Notes
due 2031, Affirmed Baa3 (sf); previously on Jul 10, 2020 Confirmed
at Baa3 (sf)

EUR19,430,000 Class E-R Deferrable Junior Floating Rate Notes due
2031, Affirmed Ba2 (sf); previously on Jul 10, 2020 Confirmed at
Ba2 (sf)

EUR10,500,000 Class F-R Deferrable Junior Floating Rate Notes due
2031, Affirmed B2 (sf); previously on Jul 10, 2020 Confirmed at B2
(sf)

RATINGS RATIONALE

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

Moody's rating affirmations of the Class D-R Notes, Class E-R Notes
and Class F-R Notes is a result of the refinancing, which has no
impact on the ratings of the notes.

As part of this refinancing, the Issuer has extended the weighted
average life test date by 12 months to April 15, 2028. It has also
amended definitions including the definition of "Adjusted Weighted
Average Rating Factor" and minor features.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans.

AXA Investment Managers, Inc. ("AXA IM") will continue to manage
the CLO. It will direct the selection, acquisition and disposition
of collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
remaining reinvestment period which will end in January 2023.
Thereafter, subject to certain restrictions, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit risk obligations and
credit improved obligations.

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

The coronavirus pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around Moody's
forecasts. Moody's analysis has considered the effect on the
performance of corporate assets from a gradual and unbalanced
recovery in global economic activity.

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2020.

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2020.

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

Performing par and principal proceeds balance: EUR344.6 million

Defaulted Par: EUR5.3 million

Diversity Score: 47

Weighted Average Rating Factor (WARF): 3053

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 3.72%

Weighted Average Recovery Rate (WARR): 45.55%

Weighted Average Life (WAL) Test Date: April 15, 2028

ALME LOAN II: Moody's Affirms Ba3 Rating on EUR20.6M Cl. E-R Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by ALME Loan Funding II D.A.C.:

EUR23,800,000 Class B-1-R Senior Secured Floating Rate Notes due
2031, Upgraded to Aa1 (sf); previously on Dec 8, 2020 Aa2 (sf)
Placed Under Review for Possible Upgrade

EUR14,100,000 Class B-2-R Senior Secured Fixed Rate Notes due
2031, Upgraded to Aa1 (sf); previously on Dec 8, 2020 Aa2 (sf)
Placed Under Review for Possible Upgrade

EUR24,400,000 Class C-R Senior Secured Deferrable Floating Rate
Notes 2031, Upgraded to A1 (sf); previously on Dec 8, 2020 A2 (sf)
Placed Under Review for Possible Upgrade

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

EUR234,800,000 Class A-R Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Dec 19, 2019 Definitive
Rating Assigned Aaa (sf)

EUR23,600,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Baa3 (sf); previously on Dec 19, 2019
Definitive Rating Assigned Baa3 (sf)

EUR20,600,000 Class E-R (Current Outstanding amount
EUR18,914,520.05) Senior Secured Deferrable Floating Rate Notes due
2031, Affirmed Ba3 (sf); previously on Dec 19, 2019 Definitive
Rating Assigned Ba3 (sf)

ALME Loan Funding II D.A.C., issued in July 2014, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Apollo Management International LLP. The transaction was
refinanced in December 2016 and December 2019. Its reinvestment
period ended in January 2021.

The actions conclude the rating review on the Class B-1-R, Class
B-2-R and Class C-R notes initiated on December 8, 2020, "Moody's
upgrades 23 securities from 11 European CLOs and places ratings of
117 securities from 44 European CLOs on review for possible
upgrade", https://bit.ly/3dhJAie.

RATINGS RATIONALE

The rating upgrades on the Class B-1-R, Class B-2-R and Class C-R
notes are primarily due to the update of Moody's methodology used
in rating CLOs, which resulted in a change in overall assessment of
obligor default risk and calculation of weighted average rating
factor (WARF). Based on Moody's calculation, the WARF is currently
2880 after applying the revised assumptions as compared to the
trustee reported WARF of 3083 as of February 2021 [1].

The rating affirmations on the Class A-R, D-R and E-R notes
reflects the expected losses of the notes continuing to remain
consistent with their current ratings after taking into account the
CLO's latest portfolio, its relevant structural features and its
actual over-collateralization (OC) levels as well as applying
Moody's revised CLO assumptions.

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

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

Performing par and principal proceeds balance: EUR377.6m

Defaulted Securities: Nil

Diversity Score: 50

Weighted Average Rating Factor (WARF): 2880

Weighted Average Life (WAL): 4.6 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.6%

Weighted Average Coupon (WAC): 3.3%

Weighted Average Recovery Rate (WARR): 45.8%

Par haircut in OC tests and interest diversion test: None

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

The coronavirus pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around Moody's
forecasts. Moody's analysis has considered the effect on the
performance of corporate assets from a gradual and unbalanced
recovery in global economic activity.

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2020.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in June 2020. Moody's concluded the
ratings of the notes are not constrained by these risks.

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

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

Additional uncertainty about performance is due to the following:

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

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.

ELM PARK: Moody's Assigns (P)B2 Rating to EUR12.5MM Class E Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to the refinancing notes to be issued
by Elm Park CLO Designated Activity Company (the "Issuer"):

EUR2,500,000 Class X Senior Secured Floating Rate Notes due 2034,
Assigned (P)Aaa (sf)

EUR119,000,000 Class A-1 Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR191,000,000 Class A-1 Senior Secured Floating Rate Loan due
2034, Assigned (P)Aaa (sf)

EUR39,000,000 Class A-2A Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR11,000,000 Class A-2B Senior Secured Fixed Rate Notes due 2034,
Assigned (P)Aa2 (sf)

EUR35,000,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR30,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Baa3 (sf)

EUR25,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba2 (sf)

EUR12,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)B2 (sf)

RATINGS RATIONALE

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

The Issuer will issue the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-1-R Notes,
Class A-2-R Notes, Class B-R Notes, Class C-R Notes, Class D-R
Notes, Class E-R Notes due in 2029 (the "2018 Refinancing Notes"),
previously issued on April 16, 2018 (the "2018 Refinancing Date")
in connection with the refinancing of Class A-1 Notes, Class A-2
Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes
due 2029 (the "2016 Original Notes"), previously issued on 26 May
2016 (the "Original Closing Date").

On the Original Closing Date, the Issuer also issued EUR56,930,000
of subordinated notes, which will remain outstanding. The terms and
conditions of the subordinated notes will be amended in accordance
with the refinancing notes' conditions.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-1 Notes and
Class A-1 Loan. The Class X Notes amortise by EUR312,500 over 8
payment dates starting on the second payment date.

As part of this full refinancing, the Issuer will renew the
reinvestment period at four and a half years and extend the
weighted average life to 9 years. It will also amend certain
concentration limits, definitions and other features. The issuer
has included the ability to hold loss mitigation obligations.

In addition, the Issuer will amend the base matrix and modifiers
that Moody's will take into account for the assignment of the
definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is expected to be approximately 94%
ramped as of the closing date.

Blackstone Ireland Limited ("Blackstone") will continue to manage
the CLO. It will direct the selection, acquisition and disposition
of collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
four and a half years reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations or credit improved obligations.

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

The coronavirus pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around Moody's
forecasts. Moody's analysis has considered the effect on the
performance of corporate assets from a gradual and unbalanced
recovery in European economic activity.

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2020.

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2020.

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

Target Par: EUR500,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2975

Weighted Average Spread (WAS): 3.45%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 44.75%

Weighted Average Life (WAL): 9.0 years

NEUBERGER BERMAN 1: Moody's Assigns B3 Rating to Class F Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Neuberger Berman
Loan Advisers Euro CLO 1 DAC (the "Issuer"):

EUR186,000,000 Class A Senior Secured Floating Rate Notes due
2034, Assigned Aaa (sf)

EUR21,300,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Assigned Aa2 (sf)

EUR9,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Assigned Aa2 (sf)

EUR17,900,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned A2 (sf)

EUR18,900,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned Baa3 (sf)

EUR16,900,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned Ba3 (sf)

EUR8,300,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2034, Assigned B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be approximately 95% ramped as of the
closing date and to comprise of predominantly corporate loans to
obligors domiciled in Western Europe. The remainder of the
portfolio will be acquired during the 6-month ramp-up period in
compliance with the portfolio guidelines.

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

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR500,000 Senior Preferred Return Notes due
2034, EUR1,950,000 Subordinated Preferred Return Notes due 2034,
EUR1,000,000 Performance Notes due 2034 and EUR29,000,000
Subordinated Notes due 2034 which are not rated. The Senior
Preferred Return Notes and the Subordinated Return Notes accrue
interest in an amount equivalent to a certain proportion of the
senior and subordinated management fees and its notes' payment is
pari passu with the payment of the senior and subordinated
management fee.

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

The coronavirus pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around Moody's
forecasts. Moody's analysis has considered the effect on the
performance of European corporate assets from a gradual and
unbalanced recovery in European economic activity.

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

Methodology underlying the rating action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2020.

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2020.

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

Par Amount: EUR300,000,000

Diversity Score: 48

Weighted Average Rating Factor (WARF): 2,890

Weighted Average Spread (WAS): 3.45%

Weighted Average Coupon (WAC): 3.50%

Weighted Average Recovery Rate (WARR): 44.3%

Weighted Average Life (WAL): 8.5 years

NEUBERGER BERMAN 1: S&P Assigns 'B-(sf)' Rating on Class F Notes
----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Neuberger Berman Loan
Advisers Euro CLO 1 DAC's class A, B-1, B-2, C, D, E, and F notes.
The issuer has also issued subordinated notes.

The ratings 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 S&P considers
bankruptcy remote.

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

  Portfolio Benchmarks
                                               Current
  S&P weighted-average rating factor          2,767.28
  Default rate dispersion                       462.64
  Weighted-average life (years)                   4.92
  Obligor diversity measure                     106.07
  Industry diversity measure                     18.30
  Regional diversity measure                      1.47

  Transaction Key Metrics
                                               Current
  Portfolio weighted-average rating  
    derived from its CDO evaluator                   B
  'CCC' category rated assets (%)                  1.80
  Covenanted 'AAA' weighted-average recovery (%)  36.11
  Covenanted weighted-average spread (%)           3.45
  Covenanted weighted-average coupon (%)           3.50

Loss mitigation Obligations

Under the transaction documents, the issuer can purchase loss
mitigation obligations, which are assets of an existing collateral
obligation held by the issuer offered in connection with
bankruptcy, workout, or restructuring of such obligation, to
improve the recovery value of such related collateral obligation.

Loss mitigation obligations allow the issuer to participate in
potential new financing initiatives by the borrower in default.
This feature aims to mitigate the risk of other market participants
taking advantage of CLO restrictions, which typically do not allow
the CLO to participate in a defaulted entity's new financing
request. Hence, this feature increases the chance of a higher
recovery for the CLO. While the objective is positive, it can also
lead to par erosion, as additional funds will be placed with an
entity that is under distress or in default. S&P said, "This may
cause greater volatility in our ratings if the positive effect of
such obligations does not materialize. In our view, the presence of
a bucket for loss mitigation obligations, the restrictions on the
use of interest and principal proceeds to purchase such assets, and
the limitations in reclassifying proceeds received from such assets
from principal to interest help to mitigate the risk."

The purchase of loss mitigation obligations is not subject to the
reinvestment criteria or the eligibility criteria. However, the
acquisition of any loss mitigation loan that provides for further
advances or other extensions of credit under its terms is not
permitted. The issuer may purchase loss mitigation obligations
using either interest proceeds, principal proceeds, or amounts in
the supplemental reserve account. The use of interest proceeds to
purchase loss mitigation obligations is subject to:

-- The manager determining that there are sufficient interest
proceeds to pay interest on all the rated notes on the upcoming
payment date; and

-- Following the purchase of such loss mitigation obligation, all
coverage tests shall be satisfied.

The use of principal proceeds is subject to:

-- Passing par coverage tests;

-- The manager having built sufficient excess par in the
transaction such that the adjusted collateral principal amount is
equal to or exceeds the portfolio's reinvestment target par balance
after the reinvestment;

-- The obligation purchased is a debt obligation that ranks senior
or pari passu, has a maturity date that does not exceed the
maturity date of the rated notes, and has a par value greater than
or equal to its purchase price; and

-- The reinvestment overcollateralization test being satisfied
immediately following such payment.

Loss mitigation obligations that are purchased with principal
proceeds and have limited deviation from the eligibility criteria
will receive collateral value credit in the principal balance
determination. To protect the transaction from par erosion, any
distributions received from loss mitigation obligations purchased
with the use of principal proceeds will form part of the issuer's
principal account proceeds and cannot be recharacterized as
interest.

Loss mitigation obligations that are purchased with interest
proceeds or proceeds from the supplemental reserve account, will
receive zero credit in the principal balance determination and the
proceeds received will form part of the issuer's interest account
proceeds. The manager may, at their sole discretion, elect to apply
collateral value credit to such loss mitigation obligations that
meet the same limited deviation from eligibility criteria. This is
subject to the condition that once collateral value credit is
applied, all proceeds from this loss mitigation loan will be
credited to the principal account. The manager also maintains the
ability to classify any amounts received from any interest funded
loss mitigation obligations as principal proceeds.

The cumulative exposure to loss mitigation obligations purchased
with principal is limited to 5% of the target par amount. The
cumulative exposure to loss mitigation obligations purchased with
principal and interest is also limited to 10% of the target par
amount.

Rating rationale

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

S&P said, "We consider the portfolio to be well-diversified,
primarily comprising broadly syndicated speculative-grade
senior-secured term loans and senior-secured bonds. Therefore, we
have conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR300 million target par
amount, the covenanted weighted-average spread (3.45%), the
reference weighted-average coupon (3.50%), and the target minimum
weighted-average recovery rates as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

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

Until the end of the reinvestment period on April 17, 2025, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

S&P said, "We consider the transaction's documented counterparty
replacement and remedy mechanisms will adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class A
to F notes. Our credit and cash flow analysis indicates that the
available credit enhancement for the class B-1, B-2, C, D, and E
notes could withstand stresses commensurate with higher rating
levels than those we have assigned. However, as the CLO will be in
its reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our ratings assigned to the notes.

"Taking the above factors into account and 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 all the rated classes of 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 recent
publication."

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."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and is managed by Neuberger Berman
Europe Ltd.

  Ratings List

  Class   Rating      Amount    Interest rate    Credit
                    (mil. EUR)     (%)           enhancement (%)
  A       AAA (sf)    186.00     3mE + 0.88       38.00
  B-1     AA (sf)      21.30     3mE + 1.35       27.90
  B-2     AA (sf)       9.00       1.70           27.90
  C       A (sf)       17.90     3mE + 2.10       21.93
  D       BBB (sf)     18.90     3mE + 3.00       15.63
  E       BB- (sf)     16.90     3mE + 5.52       10.00
  F       B- (sf)       8.30     3mE + 7.90        7.23
  Sub     NR           29.00       N/A N/A

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


ST. PAUL'S CLO VI: S&P Assigns B- (sf) Rating on Class F Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to St. Paul's CLO VI
DAC's class A to F European cash flow CLO notes. At closing, the
issuer issued unrated subordinated notes.

The transaction is a reset of an existing transaction, which closed
in June 2016.

The proceeds from the issuance of the rated and additional unrated
notes were used to redeem the existing rated notes. The issuer used
the remaining funds to cover fees and expenses incurred in
connection with the reset. The portfolio's reinvestment period is
scheduled to end on the payment date in May 2025.

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

The portfolio's reinvestment period will end approximately four
years after closing.

The ratings reflect S&P's assessment of:

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

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

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

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

  Portfolio Benchmarks
                                                 Current
  S&P weighted-average rating factor            2,883.98
  Default rate dispersion                         606.36
  Weighted-average life (years)                     4.52
  Obligor diversity measure                       106.80
  Industry diversity measure                       21.54
  Regional diversity measure                        1.31

  Transaction Key Metrics
                                                 Current
  Portfolio weighted-average rating derived
    from S&P's CDO evaluator                           B
  'CCC' category rated assets (%)                   6.85
  Actual 'AAA' weighted-average recovery (%)       37.20
  Covenanted weighted-average spread (%)            3.60
  Covenanted weighted-average coupon (%)            3.75

Unique Features

Loss mitigation obligations

Under the transaction documents, the issuer can purchase loss
mitigation obligations, which are assets of an existing collateral
obligation held by the issuer offered in connection with
bankruptcy, workout, or restructuring of an obligation, to improve
the related collateral obligation's recovery value.

The purchase of loss mitigation obligations is not subject to the
reinvestment criteria or the eligibility criteria. It receives no
credit in the principal balance definition, although where the loss
mitigation loan meets the eligibility criteria with certain
exclusions, it is accorded defaulted treatment in the par coverage
tests. The transaction documents limit the CLO's exposure to loss
mitigation obligations that can be acquired with principal proceeds
to 5% of the adjusted collateral principal amount.
The issuer may purchase loss mitigation obligations using either
interest proceeds, principal proceeds, or amounts standing to the
credit of the collateral enhancement account. The use of interest
proceeds to purchase loss mitigation obligations is subject to the
manager determining there are sufficient interest proceeds to pay
interest on all the rated notes and that all coverage tests would
pass on the upcoming payment date. The usage of principal proceeds
is subject to the following conditions: (i) par coverage tests and
reinvestment test passing following the purchase; (ii) the manager
having built sufficient excess par in the transaction so that the
principal collateral amount is equal to or exceeds the portfolio's
target par balance after the reinvestment or otherwise not
purchased at a premium, or otherwise the amount of proceeds used
does not exceed the related obligation's principal balance; and
(iii) the obligation is a debt obligation that is pari passu or
senior to the obligation already held by the issuer.

To protect the transaction from par erosion, any distributions
received from loss mitigation loans that are purchased with
principal will irrevocably form part of the issuer's principal
account proceeds and cannot be recharacterized as interest. Any
distributions received from loss mitigations loans from all sources
of proceeds may only be transferred to their respective accounts so
long as they are above the amount that is afforded in the coverage
test.

Reverse collateral allocation mechanism

If a defaulted euro-denominated obligation becomes the subject of a
mandatory exchange for U.S.-denominated obligation following a
collateral allocation mechanism (CAM) trigger event, the portfolio
manager may sell the CAM obligation and invest the sale proceeds in
the same obligor (a CAM euro obligation), provided the obligation:

-- Is denominated in euros;

-- Ranks as the same or more senior level of priority as the CAM
obligation; and

-- Is issued under the same facility as the CAM obligation by the
obligor.

To ensure that the CLO's original or adjusted collateral par amount
is not adversely affected following a CAM exchange, a CAM
obligation may only be acquired if, following the reinvestment, the
numerator of the CLO's par value test, referred to as the adjusted
collateral principal amount, is either:

-- Greater than the reinvestment target par balance;

-- Maintained or improved when compared to the same balance
immediately after the collateral obligation became a defaulted
obligation; or

-- Maintained or improved compared to the same balance immediately
after the mandatory exchange which resulted in the issuer holding
the CAM exchange. Solely for the purpose of this condition, the CAM
obligation's principal balance is carried at the lowest of its
market value and recovery rate, adjusted for foreign currency risk
and foreign exchange rates.

Finally, a CAM euro exchanged obligation that is also a
restructured obligation may not be purchased with sale proceeds
from a CAM exchanged obligation.

The portfolio manager may only sell a CAM obligation and reinvest
the sale proceeds in a CAM euro obligation if, in the judgment of
the portfolio manager, the sale and subsequent reinvestment is
expected to result in a higher level of ultimate recovery when
compared to the expected ultimate recovery from the CAM
obligation.

Bankruptcy exchange

Bankruptcy exchange allows the exchange of a defaulted obligation
for any other defaulted obligation issued by another obligor. This
feature allows the manager to increase the likelihood in the value
of recoveries. The collateral manager may only pursue a bankruptcy
exchange when:

-- The received obligation has a better likelihood of recovery or
is of better value or quality than the exchanged obligation;

-- The received obligation is no less senior in right of payment
than the exchanged obligation;

-- The coverage tests are satisfied;

-- The aggregate principal balance of the obligations received in
bankruptcy exchanges since the issue date does not exceed 7.5% of
the target par amount;

-- The aggregate principal balance of the obligations received in
bankruptcy exchanges held by the issuer at that time does not
exceed 3.0% of the target par amount;

-- The bankruptcy exchange test is satisfied, i.e., the projected
internal rate of return of a received obligation obtained as a
result of a bankruptcy exchange exceeds the projected internal rate
of return of the related exchanged obligation in a bankruptcy
exchange; and

-- At the time of exchange, the exchanged obligation satisfies the
CLO's eligibility criteria, except certain provisions such as, for
example, a defaulted security, credit risk, or long-dated
obligation.

To protect the transaction from par erosion, any payment required
from the issuer connected with bankruptcy exchanges will be limited
to customary transfer costs and payable only from amounts on
deposit in the collateral enhancement account and/or any interest
proceeds. Otherwise, interest proceeds may not be used to acquire a
received obligation in a bankruptcy exchange if it would likely
result in a failure to pay interest on the rated notes on the next
succeeding payment date.

Rating rationale

S&P said, "We consider the portfolio at closing, primarily
comprising broadly syndicated speculative-grade senior-secured term
loans and senior-secured bonds, to be well-diversified. Therefore,
we have conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.60%), the
covenanted weighted-average coupon (3.75%), and the actual
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.

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

"Until the end of the reinvestment period on May 20, 2025, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our assigned ratings are
commensurate with the available credit enhancement for the class A
to F notes. Our credit and cash flow analysis indicates that the
available credit enhancement for the class B-1 to E notes could
withstand stresses commensurate with the same or higher ratings
than those we have assigned. However, as the CLO will be in its
reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our assigned ratings assigned on the 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 recent
publication.

"With regards the class F notes, as our ratings analysis makes
additional considerations before assigning ratings in the 'CCC'
category we would assign a 'B-' rating if the criteria for
assigning a 'CCC' category rating are not met."

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."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it is managed by Intermediate
Capital Managers Ltd.

  Ratings List

  Class    Rating    Amount    Interest rate (%)     Credit
                   (mil. EUR)                     enhancement (%)

  A        AAA (sf)   248.00     3mE + 0.79        38.00
  B-1      AA (sf)     27.50     3mE + 1.50        28.00
  B-2      AA (sf)     12.50     1.75              28.00
  C        A (sf)      24.00     3mE + 2.60        22.00
  D        BBB (sf)    27.00     3mE + 3.30        15.25
  E        BB- (sf)    21.00     3mE + 6.30        10.00
  F        B- (sf)     12.00     3mE + 8.13         7.00
  Addl equity   NR      3.40     N/A                 N/A
  Subordinated  NR     42.30     N/A                 N/A

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




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

SUNRISE SPV 92: Fitch Assigns Final BB Rating to Class E Debt
-------------------------------------------------------------
Fitch Ratings has assigned Sunrise SPV 92 S.r.l. - Series 2021-1's
asset-backed securities final ratings.

Sunrise SPV 92 S.r.l. - Series 2021-1

        DEBT                  RATING
        ----                  ------
Class A IT0005440109   LT  AA-sf  New Rating
Class B IT0005440117   LT  A-sf   New Rating
Class C IT0005440125   LT  BBBsf  New Rating
Class D IT0005440133   LT  BB+sf  New Rating
Class E IT0005440141   LT  BBsf   New Rating

TRANSACTION SUMMARY

The transaction is an 18-month revolving securitisation of
unsecured consumer loans granted to private customers by Agos
Ducato S.p.A. (Agos, A-/Negative/F1). This is the 19th public
securitisation of unsecured consumer loans originated by Agos.

The proceeds of the euro-denominated notes have been used to fund
the purchase of a portfolio of personal loans and loans that funded
the purchase of vehicles, furniture or other goods. Part of the
proceeds has been used to fund a cash reserve and a liquidity
reserve. The notes pay a fixed interest rate.

KEY RATING DRIVERS

Mainly Unsecured Personal Loans

Most of the portfolio (limited to 80% by concentration through the
revolving period, in line with Sunrise SPV Z90 S.r.l.) consists of
personal loans, which have experienced greater historical loss
rates than other consumer loan products. In line with the Italian
consumer lending market, the originator only benefits from
unsecured recourse against the obligor upon the latter's default.

Performance in Line with Peers

Fitch expects a weighted average (WA) lifetime portfolio default
rate of 8.8% and a WA recovery rate of 10.3%. The assumptions are
derived over the stressed portfolio composition at the end of the
revolving period and based on the originator's historical
performance.

Revolving Period Risk Addressed

Fitch has applied a WA stress multiple of 4.3x at 'AA-sf' to the
expected default rates. The agency believes the additional purchase
criteria reduce the risk of negative portfolio migration.

High Excess Spread

During the revolving period, the transaction will benefit from a
minimum positive portfolio yield of 7.0%. This contributes to an
increase of the cash reserve towards its post-closing target of
2.5% of the current portfolio balance excluding defaulted loans
(from 0.5% of the initial portfolio funded at closing).

Sovereign Cap

The rating of the class A notes is limited to 'AA-sf' by the cap on
Italian structured finance transactions of six notches above the
rating of Italy (BBB-/Stable/F3).

RATING SENSITIVITIES

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

-- The class A notes are sensitive to changes in Italy's Long
    Term IDR. An upgrade of Italy's IDR and revision of the 'AA
    sf' rating cap for Italian structured finance transactions
    could trigger upgrades of the notes rated at this level.

-- Unexpected decrease of the frequency of defaults or increase
    of the recovery rates that could produce loss levels lower
    than the base case. For example, a simultaneous decrease of
    the default base case by 25% and an increase of the recovery
    base case by 25% would lead to an upgrade of three notches for
    the class B, C and D notes and two notches for the class E
    notes.

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

-- Unexpected increase in the frequency of defaults or decrease
    of the recovery rates that could produce loss levels higher
    than the base case. For example, a simultaneous increase of
    the default base case by 25% and an increase of the recovery
    base case by 25% would lead to downgrade of three notches for
    the class A and E notes, two notches for the class B and C
    notes and one notch for the class D notes.

Coronavirus Downside Scenario Sensitivity

Fitch has added a coronavirus downside sensitivity analysis that
contemplates a more severe and prolonged economic stress caused by
a re-emergence of infections in the major economies.

In this downside scenario, Fitch modelled a sharper increase in
delinquencies than was experienced during the financial crisis,
leading to an increased base default probability to 11% for
personal loans, 2.75% for new vehicles, 3.75% for used vehicles,
and 2% for furniture and finalised loans. The 'AA-sf' default
multiples are unchanged. Under this downside scenario, the notes'
ratings would be 'A+sf' for class A notes, 'A-sf' for class 'B',
'BBBsf' for class C, 'BB+sf' for class D and 'BB-sf' for class E
notes.

BEST/WORST CASE RATING SCENARIO

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

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

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

DATA ADEQUACY

Sunrise SPV 92 S.r.l. - Series 2021-1

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

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

Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

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

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.



===================
K A Z A K H S T A N
===================

ATFBANK JSC: S&P Alters Outlook to Positive, Affirms 'B-' LT ICR
----------------------------------------------------------------
S&P Global Ratings revised the outlook on Kazakhstan-based ATFBank
JSC to positive from stable and affirmed its 'B-' long-term issuer
credit rating. Simultaneously, S&P affirmed its 'B' short-term
rating and 'kzBB' Kazakhstan national scale rating.

S&P said, "We revised the outlook on ATFBank's long-term 'B-'
issuer credit rating to positive from stable because we expect it
to merge with higher-rated parent Jusan Bank (B/Negative/B) in the
next 12 months. We believe that following the merger announcement,
the importance of ATFBank to Jusan Bank has increased, and we now
expect that Jusan Bank will be ready to provide support to ATFBank
in case of need in almost all foreseeable circumstances. We now
consider ATFBank to be a highly strategic subsidiary of Jusan
Bank."

The merger is still pending the approval of government authorities
in Kazakhstan and Kyrgyzstan--where ATFBank's subsidiary, Optima
Bank, is based--and is subject to implementation risks.

S&P said, "In addition, we understand that the bondholders of
ATFBank and Optima Bank may require early redemption of their bonds
if they do not agree with the reorganization decision. We do not
expect, however, that a material number of bonds will require
redemption, since the majority of ATFBank's outstanding debt is
held by Kazakhstan government-related entities which have
preliminarily agreed with the merger.

"The positive outlook on ATFBank's long-term rating reflects our
expectation that the bank might successfully merge with parent
Jusan Bank in the next 12 months.

"We could raise the long-term rating on ATFBank in the next 12
months if we considered the merger to be a virtual certainty, and
we maintained the long-term rating of Jusan Bank at 'B' at that
time.

"We could revise the outlook on ATFBank's rating back to stable in
the next 12 months if the merger plans were cancelled or delayed or
if we were to lower the rating of Jusan Bank before the merger."




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

E-MAC NL 2006-NHG: Moody's Downgrades EUR600M Class A Notes to Ba1
------------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one class of
notes in E-MAC NL 2006-NHG I B.V.:

EUR600M Class A Notes, Downgraded to Ba1 (sf); previously on Mar
8, 2018 Downgraded to Baa1 (sf)

RATINGS RATIONALE

The rating action is prompted by an erosion of excess spread, a
deterioration in the level of available credit enhancement due to
the gradual depletion of the reserve fund, and an increase in the
risk of set-off for life insurance loans following the bankruptcy
of the Dutch insurance company Conservatrix in December 2020.

Decrease in Available Credit Enhancement and Erosion of Excess
Spread

Moody's has observed that over the past five IPDs the absolute
amount of interest proceeds after payments under hedging
arrangements has been negative, leading to drawings from the
reserve fund, which stands below its target and is gradually
depleting. The reserve fund is the only form of credit enhancement
available for the Class A notes, currently amounting to 0.78% of
the Class A notes balance. The deterioration of excess spread is in
part driven by the decrease in 3-month Euribor experienced over the
past year. The fixed-floating swaps entered into at closing of this
transaction or thereafter, which apply to fixed-rate loans, swap
3-month Euribor against a fixed swap rate. However, under these
swaps the floating leg is not floored at zero, and as such the
Issuer is currently paying the floating leg of these swaps to the
swap counterparty on top of the fixed leg. As 3-month Euribor
continues to be below 0%, the drain on excess spread in this
transaction will likely persist, leading to further depletion of
the reserve fund.

Counterparty Exposure

The rating action took into consideration the notes' exposure to
Conservatrix, a Dutch insurance company which has been declared
bankrupt by an Amsterdam court in December 2020. Conservatrix is
the insurance provider for a number of life insurance mortgage
loans in the collateral pool backing this transaction. The
bankruptcy of Conservatrix has led to a heightened risk that the
borrowers under the relevant life insurance mortgage loans may
invoke the right of set-off or defences for the amount of the
insurance premiums paid into the insurance policy against the
mortgage loan, exposing this transaction to potential incremental
losses. Though the notes' exposure to Conservatrix is limited, it
is possible that these incremental losses would not be fully
absorbed by the available credit enhancement in the form of the
reserve fund, given its small size and ongoing depletion.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolio reflecting the collateral performance
to date.

The performance of the underlying collateral has deteriorated
slightly over the past year. Total delinquencies have increased,
with 90 days plus arrears currently standing at 0.42% of current
pool balance, up from 0.10% in January 2020. Cumulative losses
currently stand at 0.14% of original pool balance, and have not
increased over the past year.

Moody's maintained the expected loss assumption to 0.26% as a
percentage of original pool balance.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has maintained the MILAN CE at 5%.

The coronavirus pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around Moody's
forecasts. Moody's analysis has considered the effect on the
performance of consumer assets from a gradual and unbalanced
recovery in Dutch economic activity.

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

The principal methodology used in this rating was "Moody's Approach
to Rating RMBS Using the MILAN Framework" published in December
2020.

The analysis undertaken by Moody's at the initial assignment of a
rating for an RMBS security may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Factors or circumstances that could lead to an upgrade of the
rating include (1) performance of the underlying collateral that is
better than Moody's expected; (2) an increase in available credit
enhancement; and (3) improvements in the credit quality of the
transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
rating include (1) an increase in sovereign risk; (2) performance
of the underlying collateral that is worse than Moody's expected;
(3) deterioration in the notes' available credit enhancement; and
(4) deterioration in the credit quality of the transaction
counterparties.



===============
S L O V E N I A
===============

AGROKOR: Fortenova Shareholders Back Mercator Acquisition
---------------------------------------------------------
Dragana Petrushevska at SeeNews reports that Croatia's Fortenova
Group, successor to the collapsed food-to-retail concern Agrokor,
said on March 12 that its shareholders approved the group's
proposed acquisition of Slovenian retailer Mercator.

According to SeeNews, Fortenova said in a statement the
shareholders also approved the transfer of Russian Sberbank's
18.53% stake in Mercator to the group as part of a share swap
deal.

In the transaction, Sberbank will swap its Mercator shares for
stock in Fortenova, increasing its stake in the group to 44%,
SeeNews discloses.

Fortenova said in the statement it also received the shareholders'
green light to extend an existing financial arrangement with HPS
Partners and VTB Bank by up to EUR390 million (US$465.4 million),
which will be used to refinance Mercator's bank debt, SeeNews
relates.

Mercator was part of the Agrokor group from 2014 until April 2019,
when all Agrokor assets except Mercator were transferred to
Fortenova under a settlement agreement with Agrokor's creditors,
SeeNews notes.

Agrokor, which employed some 60,000 people in the region, has been
undergoing restructuring led by a court-appointed crisis manager
under Croatia's special law on companies of systemic importance
passed in April 2017 with the aim of shielding the country's
economy from big corporate bankruptcies, SeeNews recounts.




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

BANKIA SA: Moody's Upgrades Preferred Stock Ratings to Ba3(hyb)
---------------------------------------------------------------
Moody's Investors Service aligned the following ratings and
assessments of Bankia, S.A. (Bankia) with those of CaixaBank, S.A.
(CaixaBank) thereby upgrading (1) the bank's Baseline Credit
Assessment (BCA) and its Adjusted BCA to baa3 from ba2, (2) the
bank's long-term deposit ratings to A3 from Baa2, (3) the senior
unsecured MTN programme rating to (P)Baa1 from (P)Baa3, (4) the
Commercial Paper rating to Prime-2 from Prime-3, (5) its junior
senior unsecured MTN rating to (P)Baa3 from (P)Ba3, (6) its
long-term Counterparty Risk Rating (CRR) to A3 from Baa1, and (7)
the bank's long-term Counterparty Risk (CR) Assessment to A3(cr)
from Baa1(cr). Subsequently, these ratings and assessments will be
withdrawn.

Moody's has also withdrawn at the current level: (1) the bank's
short-term Counterparty Risk (CR) Assessment of Prime-2(cr), (2)
the Prime-2 short-term bank deposit ratings, and (3) the Prime-2
short-term Counterparty Risk Rating.

The withdrawal of all assessments of Bankia and of its deposit
ratings, CRR, and MTN programme and commercial paper program
ratings reflects the merger by absorption of Bankia into CaixaBank,
following which Bankia will cease to exist as separate legal
entity. Moody's will withdraw these ratings for reorganisation
reasons.

As part of the rating action, the following debt instruments issued
by Bankia are now legally assumed by CaixaBank and therefore have
been upgraded to align them to those of CaixaBank, namely: (1) the
bank's senior unsecured debt ratings to Baa1 from Baa3 and (2) the
bank's junior senior unsecured debt ratings to Baa3 from Ba3; and
(3) its preferred stock ratings to Ba3(hyb) from B2(hyb).

The outlook on Bankia's senior unsecured debt and long-term deposit
ratings has been changed to stable from ratings under review, to be
in line with the outlook on CaixaBank's ratings.

The rating action concludes the review for upgrade initiated on
September 22, 2020.

RATINGS RATIONALE

The rating action reflects the completion of the merger by
absorption of Bankia by CaixaBank, which was approved in December
2020 by the banks' shareholders. The merger became effective on 26
March 2021, when Bankia transfered all of its assets and
liabilities to CaixaBank and ceased to exist as a legal entity.

RATIONALE FOR THE STABLE OUTLOOK

The outlook on Bankia's long-term senior unsecured debt ratings is
now aligned with that of CaixaBank and therefore carry a stable
outlook.

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

Upward or downward pressure on the ratings on debt instruments
issued by Bankia will follow the upgrade or downgrade of the
ratings and/or assessments of CaixaBank.

CaixaBank's baa3 BCA could be upgraded if there is a significant
improvement in the bank's risk absorption capacity which we are not
anticipating in the forseeable future. CaixaBank's deposit and
senior debt ratings could be upgraded if the bank's BCA is
upgraded.

In the context of the announced merger, pressure on CaixaBank's BCA
could develop if the bank fails to deliver on its expected
synergies reducing the combined bank's internal capital generation
and risk absorption capacities. As the bank's debt and deposit
ratings are linked to its standalone BCA, any changes to the BCA
would also likely affect these ratings. CaixaBank's deposit and
senior unsecured debt ratings could also be constrained because of
movements in the loss given failure faced by these securities, in
particular, if the bank fails to deliver on its expected funding
plan. However, the impact on the bank's senior debt ratings could
be offset by the incorporation of government support.

PRINCIPAL METHODOLOGY

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

IM CAJAMAR 3: S&P Assigns Prelim 'CCC-' Rating on Cl. B Notes
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to IM
BCC Cajamar PYME 3, Fondo de Titulizacion's class A and B notes.

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

The main features of the transaction are:

-- The portfolio is very well diversified with more than 10,000
loans granted to Spanish SME borrowers.

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

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

-- Better average credit quality of SME borrowers that are being
securitized compared to the originator's overall loan book.

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

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

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

Rating Rationale

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

Credit risk

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

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

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

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

-- The securitized portfolio's credit quality compared with the
originator's overall loan book, to make a portfolio selection bias
if the securitized pool's credit quality is worse than the overall
loan book. For the purpose of this transaction, S&P made no
adjustment for portfolio selection bias; and

-- Finally, based on the final average portfolio assessment
resulting from the above adjustments, S&P calculated the SDRs for
each rating level using the 'AAA' target portfolio default rate (of
73.56%).

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

"In addition to the above, we considered the current macroeconomic
environment, sectors in which these SMEs operate, annual turnover
of the SMEs that form part of the collateral portfolio, and other
similar characteristics of the SME pool when assessing the
portfolio's average credit quality and determining 'B' SDRs at
12%.

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

Cash flow analysis

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

"Our analysis indicates that the available credit enhancement of
25.24%, including the reserve fund (sized at 3% of the class A and
B notes' initial balance) for the class A notes is sufficient to
withstand the credit and cash flow stresses that we apply at the
'A' rating, so that the notes receive timely interest and ultimate
principal payments at maturity.

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

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

Counterparty risk

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

Operational and servicing risk

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

Legal risk

S&P expects the issuer to be bankruptcy remote in accordance with
our legal criteria.

Country risk

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

Supplemental tests

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

Monitoring and surveillance

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

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

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

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

-- The underlying portfolio's composition.

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 List

  Class    Rating*    Amount (mil. EUR)
  A        A (sf)       770.00
  B        CCC- (sf)    230.00

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




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

DUFRY AG: S&P Affirms 'B+' Issuer Credit Rating, Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term issuer credit rating
on Switzerland-based travel retailer Dufry AG and its senior
unsecured debt and removed all ratings from CreditWatch with
negative implications, where they were placed on March 18, 2020.

The negative outlook indicates the risk of slower-than-anticipated
travel retail recovery, which, despite Dufry having sustainably
reduced its cost base, could stall improvement in the group's
credit metrics over the next 12-24 months, namely S&P Global
Ratings-adjusted funds from operations (FFO) to debt falling short
of 10% or persistently negative adjusted free operating cash flow
(FOCF) after full concession fee payments.

Dufry repeatedly tapped debt and equity capital markets since the
start of the pandemic, and S&P views current monetary conditions as
supportive for the refinancing of the 2022 maturities and extending
covenant holiday beyond June 2021.

Dufry's closest bullet maturity is Nov. 3, 2022, when the $700
million and EUR500 million term loans are due, together comprising
CHF1.1 billion equivalent as of Dec. 31, 2020. The CHF390 million
facility due May 2021 is fully undrawn and can be extended to May
2022. S&P said, "We understand that the group is in discussions
with the bank syndicate to address the refinancing and extend the
covenant holiday which expires after June 30, 2021. We consider the
successful placement of the CHF 500 million convertible bonds and a
total of over CHF600 million bank debt and CHF1.4 billion equity
raised since the beginning of the pandemic as indicative of the
group's sound standing in capital markets. We therefore anticipate
that amid current benign monetary conditions, Dufry should be able
to refinance its 2022 maturities well ahead of time."

If not amended, Dufry's covenants kick in from Sept. 30, 2021.
Although not tested until Sept. 30, 2021, Dufry's bank facilities
contain two maintenance financial covenants: leverage at maximum 5x
net debt to company-adjusted operating cash flow (AOCF)--due to
revert to 4.5x from March 31, 2022-- and interest coverage at
minimum 3x AOCF to interest expense. S&P said, "Our base case
estimates the AOCF will still fall short of the covenant threshold
level in second-half 2021. While we do not expect banks to
accelerate the group's capital structure repayment, we believe this
puts pressure on Dufry to either extend the covenant holiday or to
address the refinancing of its 2022 maturities in the next few
months. In the meantime, we anticipate that the group will
comfortably meet the requirement to maintain at least a CHF300
million liquidity cushion, while on a covenant holiday."

Tightly managed costs and cash spending will allow the group to
improve its credit metrics sooner than top line and restore
positive FOCF after full concession payments by end-2022.   S&P
said, "We forecast that the group's revenue will trail the
evolution of passenger traffic with considerable growth likely from
fourth-quarter 2021 and will still be about 20% lower than the 2019
level by the end of 2022. This follows the 70% year-over-year
revenue decline in 2020 in constant currency, as compared with the
66% plunge in global passenger traffic as per the International Air
Transport Association. We estimate that Dufry will take until 2024
to return to 2019's revenue level. Since March 2020, the group has
introduced a series of initiatives to support earnings and cash
flow and agreed a number of measures with its suppliers and
concession partners. As part of its reorganization, Dufry switched
to centralized management of operating expenses and capital
expenditure (capex), and will control overall spending to match the
top-line recovery. The durable benefits arising from this include a
reduction in personnel and general expenses, change in terms of
some of the concession contracts, and focused capex budget. The
group intends to keep dividends suspended until cash flow
generation reliably resumes. We estimate that FOCF after full
concession fee payments will be about CHF200 million–CHF400
million negative in 2021 (after CHF1.0 billion negative in 2020),
changing to CHF150 million-CHF250 million positive in 2022, and
will continue expanding thereafter. We forecast adjusted EBITDA of
about CHF550 million-CHF600 million in 2021 rising to CHF1.5
billion-CHF1.6 billion in 2022. This will support adjusted funds
from operations (FFO) to debt recovering to 12%-14% by end 2022,
compared with negligible 1%-2% in 2020 and 2021, and still below
the 2019 level of 23%."

International travel restrictions will continue to hinder air
passenger traffic and travel retail recovery.  S&P said, "Our
estimate for global traffic and revenue in 2021 is unchanged at
40%-60% of 2019 levels. The global average is boosted by regions
where domestic traffic makes up a greater share of the total than
in Europe, or where the pandemic is less severe and restrictions
less strict. The impact on domestic traffic, while severe, has been
far less than that on international travel. In 2022, we still
expect European and global traffic to recover to 70%-80% of 2019
levels, rising to 2019 levels by 2024. In the longer term, growth
in the sector is likely to be slower than the 4%-5% per year we saw
over the past couple of decades." The pandemic has accelerated
moves toward working from home and the use of digital technology,
which could have a lasting effect on demand for business travel.
Companies are also likely to rethink their cost-saving efforts to
support a green agenda, further depressing demand.

S&P said, "We anticipate that Dufry will maintain its position as
one of the strongest travel retail operators globally, but consider
the industry to be susceptible to a permanent loss of earnings in
the pandemic's aftermath.   Historically, travel retail recovered
faster than air passenger traffic following the event-driven
temporary disruptions to air travel; for instance, the terror
attacks of Sept. 11, 2001, or the SARS epidemic of 2003. With its
broad geographic footprint in 65 countries across six continents
including higher-growth emerging markets, considerable diversity of
the product mix, and recently launched store and e-commerce
operations in Hainan (China), Dufry is poised to benefit from such
recovery. However, we see a risk that consumer preferences and
shopping behavior may change more profoundly as a result of the
COVID-19 pandemic, due to disposable income squeezed by a global
recession in 2020 and the acceleration of underlying retail
industry trends such as e-commerce gaining an irreversibly higher
share of wallet. This could delay earnings recovery for the travel
retail industry as a whole and challenge its ability to achieve
historical levels of profitability. So far, as for many of its
competitors, e-commerce has not been a strategic priority for
Dufry, and should the group decide to develop a meaningful online
presence in multiple markets it would require significant
investment, posing execution risk and delaying deleveraging.
Moreover, Dufry's largest product group--beauty and perfumery
products--is subject to discretionary demand and is one of the most
exposed to the risk of the switch to e-commerce. Perfumes and
cosmetics account for about one-third of the group's turnover, more
than 10 percentage points higher than the next-largest group, and
if the turnover or profitability were to lag historical patterns,
it could hit the group's earnings disproportionally. That said,
this is not part of our central forecast at the moment, and we
maintain our view of Dufry's business model as one of the more
robust among European retailers, reflecting its leadership position
in airport retail (20% global market share pre-pandemic), its
diversity, and its flexibility in adjusting cost base and
preserving cash flow."

The air passenger traffic and travel retail path to recovery
depends on the pandemic's evolution and its economic effects.   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."

The negative outlook indicates risks of slower-than-anticipated
travel retail recovery, which could stall the improvement in the
group's credit metrics over the next 12-24 months, notwithstanding
the sustainable costs reduction Dufry has already implemented. At
the same time, S&P believes that lax monetary policies implemented
by central banks have led to favorable capital market condition,
which should allow the group to sufficiently extend its covenant
holidays currently expiring after June 30, 2021, and refinance its
facilities due 2021 and 2022 well ahead of maturity dates.

S&P could downgrade Dufry if:

-- The group failed to address its 2022 maturities and the
covenant holiday expiration in June 2021 well ahead of time;

-- The prospects of raising adjusted FFO to debt to 10% seemed
unlikely in the next 12-24 months;

-- FOCF after minimum annual guarantees (MAG) payments remained
persistently negative;

-- The group's liquidity or covenant headroom were to weaken; or

-- Passenger spending at airports failed to recover swiftly once
air traffic resumed, thereby bringing into question the long-term
resilience of the travel retail business.

This could occur if the pandemic-related economic weakness and
travel disruption extended longer than S&P anticipates,
or--combined with consumers changing their shopping habits--hit the
retail travel industry harder than we estimate.

S&P could revise the outlook to stable over the next 12-24 months
if air passenger traffic and travel retail saw consistent recovery
progress, allowing the group to drastically improve its earnings
such that:

-- Adjusted FFO to debt trends to 10% by end of 2022;

-- Adjusted FOCF is consistently positive and on track to exceed
the concession MAGs by end of 2022; and

-- Dufry is on track to restore its profitability, cash
generation, and credit metrics to historical levels over the medium
term.




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

NAFTOGAZ: Fitch Affirms 'B' LT Foreign-Currency IDR
---------------------------------------------------
Fitch Ratings has affirmed National Joint Stock Company Naftogaz of
Ukraine's (Naftogaz) Long-Term Foreign-Currency Issuer Default
Rating (IDR) at 'B'. The Outlook is Stable.

The affirmation reflects the continued equalisation of Naftogaz's
ratings with those of Ukraine (B/Stable) under Fitch's
government-related entities (GRE) rating criteria. This reflects
Naftogaz's strong links with the sovereign.

Fitch assesses Naftogaz's Standalone Credit Profile (SCP) at 'b-',
mainly reflecting volatility in operations after the unbundling,
uncertainty about domestic price regulation and collectability of
receivables with a weaker domestic economy and FX exposure. Fitch
expects liquidity to be under pressure due to high anticipated
capital expenditures as Naftogaz invests in its resource base to
over time arrest a decline in gas production. Fitch expects
leverage to remain high compared to peers but stable as
incurrence-based covenants limit its indebtedness.

Fitch Ratings is withdrawing an expected senior unsecured rating
for the notes planned to be issued by Kondor Finance plc as it is
no longer expected to convert to a final rating. The company has
decided to postpone the bond issue.

KEY RATING DRIVERS

Strong Links with the State: Fitch views status, ownership and
control, and support track record as 'Strong', reflecting the
state's full ownership, and a history of tangible financial support
from the state. The latter comprised about UAH141 billion in direct
support to Naftogaz in 2012-2015 and historically state-guaranteed
debt that totalled almost 30% in 2018.

Naftogaz remains strategically important as Ukraine's largest
natural gas production, wholesale and supply company despite the
transit business disposal. Dividends, taxes and levies paid by
Naftogaz represented almost 13% of Ukraine's state budget in 2020.

Strong Incentive to Support: Fitch continues to view the
socio-political implications of a default by Naftogaz as 'Very
Strong', as service disruption could be significant due to the
company's large market share, although most operations would
probably continue after a default. Fitch believes that the presence
of international lenders, including Eurobond holders, may adversely
affect the availability and cost of financing for other
government-related entities (GREs) or the government. Fitch
therefore views the financial implications of its default as
'Strong'.

The score of 40 under Fitch's GRE Criteria, combined with
Naftogaz's 'b-' SCP, leads to an equalisation of the company's IDR
with that of the sovereign.

Weak Financial Profile, 'b-' SCP: Naftogaz's 'b-' SCP captures the
volatility of the business profile and its transformation after the
unbundling of the transit business from 2020, and significant
pressure from weaker gas prices, all of which might result in
further weakening of the financial profile.

Fitch expects further potential pressure on EBITDA in 2021, taking
into account expected volume decline before the full abolition of
the Public Service Obligations (PSO) regime, followed by gradual
recovery in 2022-2024. The full cancellation of the PSO regime, the
ability to collect receivables in a weaker domestic economy and
liquidity strain from high capex in the upstream segment are
increasingly important for Naftogaz's financial profile.

Capex and Dividends Drive Negative FCF: Fitch expects free cash
flow (FCF) to remain negative due to intensive capex. Fitch
considers an estimated average USD1 billion capex annually, mostly
to maintain production levels and in the longer term to meet
domestic demand, will add to funding requirements. Naftogaz plans
to increase its resource base through exploration of new fields,
developing the potential of new projects, especially the Ukrainian
part of the Black Sea shelf, and start offshore exploration in
2021. Fitch expects it to spend any cash flows above Fitch's base
case on capex.

Fitch expects average funds from operations (FFO) gross leverage of
less than 4.0x in 2021-2024, assuming high capex needs, ongoing
dividend payments of below USD1 billion over 2021-2024, lower
earnings due to unbundling and low gas prices.

FX Risks Remain High: Naftogaz faces FX fluctuations from the
currency mismatch between debt and revenue, as around 66% (USD1.6
billion) of its debt related to Eurobonds at end-2020 was
denominated in foreign currencies (US dollars and euros), while
most of its revenue is denominated in Ukrainian hryvnia.

Its cash balance at end-2020 of UAH37 billion (USD1.3 billion) was
denominated in foreign currency, which mitigates currency risk,
although Fitch expects the cash balance to fall, which reduces this
effect. Further hryvnia depreciation against major currencies may
lead to significant deterioration of the financial profile and put
pressure on the Eurobond covenant of net debt/EBITDA of 3.0x.

Evolving Regulation: The PSO regime was cancelled in August 2020
for deliveries to households but prices have been capped until the
April 2021. Naftogaz is still obliged to supply gas to district
heating entities, which account for almost half of gas sales
volumes until April 2021 under the PSO regime.

It is legally required to continue to supply some of its non-paying
customers under certain conditions, which may negatively affect
collection of receivables as long as the PSO is effective. However
in 2020 the state has compensated UAH32 billion under PSOs for
supplying gas to customers at below-market prices, which Fitch
conservatively does not expect to continue in 2021.

Business Profile Transformation: Naftogaz's business profile after
the unbundling of its gas transmission business primarily reflects
its position as a natural gas-producing and wholesale supply
company. From 2020 Naftogaz has been focused on domestic gas sales,
storage, the sale of domestic petrol products and liquefied natural
gas, gas production and service legal agreements with the unbundled
gas transit company.

The management expects increased capex for the new exploration
projects in Ukraine, which is crucial to maintain and increase the
production levels. Naftogaz accounts for about 80% of Ukraine's
domestic gas production.

DERIVATION SUMMARY

Naftogaz's rating is equalised with that of Ukraine under Fitch's
GRE criteria. Naftogaz has much larger EBITDA, but operates in a
weaker operating environment than other Fitch-rated national oil
and gas companies, such as KazTransGas JSC (BBB-/Stable; SCP bbb-),
JSC Georgian Oil and Gas Corporation (BB/Negative; SCP bb-).

Georgian Oil and Gas and KazTransGas have more diversified
businesses, with exposure to more profitable midstream operations
and electricity generation, respectively. Georgian Oil and Gas's
ratings incorporate a one-notch uplift to its SCP of 'bb-' to
arrive at the same rating as the government's. KazTransGas's rating
is at the same level as that of its immediate parent, state-owned
JSC National Company KazMunayGas (BBB-/Stable).

Naftogaz has substantially lower integration following the
unbundling process and is dependent on its integrated gas segment,
which is responsible for most of its EBITDA. Ukraine's volatile
regulatory environment, with constant changes in the regulated
tariff makes operations very volatile.

The company's 'b-' SCP reflects potential cash flow volatility as
Fitch's forecasts are sensitive to continued pressure on domestic
gas prices in Ukraine and the ability to collect accounts
receivable. Fitch expects Naftogaz's free cash flows to be negative
due to significant capex as this is of strategic importance to
Ukraine's energy security.

KEY ASSUMPTIONS

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

-- Limited revenues and EBITDA margin of around 4% from transit
    related fees in 2021-2024;

-- Earn-out fees for unbundled assets distributed as dividends;

-- Natural gas price dynamics in 2021-2024 in line with Fitch's
    price deck;

-- Domestic gas sales volumes to slightly decline in 2021-2024;

-- Average capex of USD1 billion annually in 2020-2023;

-- Dividend payment of USD1.5 billion in 2020 and below USD1
    billion over 2021-2024, including earn-out fees;

-- Cash tax averaging UAH8 billion over 2021-2024, related to
    corporate income tax.

Key Recovery Analysis Assumptions:

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

-- Naftogaz's recovery analysis assumes post-reorganisation
    EBITDA at UAH25 billion. This reflects potential deterioration
    of the regulatory framework leading to weakening of financial
    profile in light of the weak macroeconomic environment
    followed by a moderate recovery.

-- Fitch has used a distressed enterprise value (EV)/EBITDA
    multiple of 3.0x to calculate post-reorganisation valuation.
    It is below the mid-cycle multiple for EMEA oil and gas
    companies. It captures higher-than-average business risks in
    Ukraine and reflects Naftogaz's weaker business profile than
    peers.

-- Fitch has treated all banking debt as prior ranking.

-- After the deduction of 10% for administrative claims and
    applying Fitch's "Country-Specific Treatment of Recovery
    Ratings Criteria", Fitch's waterfall analysis generated a
    ranked recovery in the 'RR4' band, indicating a 'B' rating for
    the notes issued by Kondor Finance plc. The waterfall analysis
    output on current metrics and assumptions was 50%.

-- The notes are issued by Kondor Finance on a limited recourse
    basis for the sole purpose of funding a loan to Naftogaz. They
    constitute direct, unconditional senior unsecured obligations
    of Naftogaz and rank pari passu with all other present and
    future unsecured and unsubordinated obligations.

RATING SENSITIVITIES

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

-- A positive rating action on Ukraine would be reflected on
    Naftogaz's rating assuming Naftogaz's SCP is up to three
    notches below that of the sovereign and the links with the
    state do not weaken.

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

-- Further negative rating action on Ukraine would be reflected
    in Naftogaz's rating.

-- Significant deterioration of Naftogaz's financial profile
    following the planned reorganisation, with SCP falling more
    than three notches below that of the sovereign, would be
    rating negative.

-- Unremedied liquidity issues would also be negative for the
    rating.

The following rating sensitivities are for Ukraine (February
2021):

The main factors that could, individually or collectively, lead to
positive rating action/upgrade are:

-- External Finances: Further reduction in external financial
    vulnerabilities, for example due to a sustained increase in
    international reserves, strengthened external balance sheet
    and greater financing flexibility.

-- Public Finances: General government debt/GDP returning to a
    firm downward path over the medium term, for example due to
    post-coronavirus fiscal consolidation.

-- Macro and Structural: Increased confidence that progress in
    reforms will lead to improvement in governance standards and
    higher growth prospects while preserving improvements in
    macroeconomic stability.

The main factors that could, individually or collectively, lead to
negative rating action/downgrade are:

-- Macro and External Finances: Increased external financing
    pressures, sharp decline in international reserves or
    increased macroeconomic instability, for example stemming from
    extended delays in the disbursements from the IMF programme
    due to deterioration in the consistency of the policy mix
    and/or reform reversals.

-- Public Finances: Persistent increase in general government
    debt, for example due to a more pronounced and longer period
    of fiscal loosening, economic contraction or currency
    depreciation.

-- Structural: Political/geopolitical shocks that weaken
    macroeconomic stability, growth prospects and Ukraine's fiscal
    and external position.

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

Manageable Liquidity: At end-2020, Naftogaz had short-term debt
around UAH9.8 billion that was fully covered by cash balances and
bank deposits of around UAH37 billion. The company also had undrawn
credit facilities totalling UAH11 billion and short-term treasury
bonds that the company bought in 2020 and sold in March 2021 for
UAH11.4 billion. Fitch assumes Naftogaz will tap the capital market
to fund its FCF deficit in 2021-2024. The company has also strong
access to domestic funding as the largest borrower. Cash and
deposits are mainly held at domestic banks in US dollars or euros.

Around USD700 million of USD2.4 billion debt is comprised of bank
borrowings from Ukrainian state banks such as JSC State Savings
Bank of Ukraine (Oschadbank) (B/Stable), Public Joint-Stock Company
Joint Stock Bank Ukrgasbank (B/Stable) and JSC The State
Export-Import Bank of Ukraine (Ukreximbank) (B/Stable), while the
remaining USD1.5 billion is senior unsecured euro- and US
dollar-denominated bonds maturing in 2022-2026.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

NJSC Naftogaz's IDR is equalised with that of its ultimate
shareholder Ukraine.

ESG CONSIDERATIONS

Fitch does not provide separate ESG scores for Naftogaz as its
ratings and ESG scores are derived from its parent.



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

ADIENT GLOBAL: Moody's Affirms B2 CFR, Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Adient Global
Holdings Ltd including the corporate family rating at B2, the
Probability of Default Rating at B2-PD and the senior unsecured at
B3, and the senior secured rating at Adient US LLC at Ba3. The
Speculative Grade Liquidity Rating is SGL-2. The rating outlook was
changed to positive from negative.

The action reflects Moody's expectation that Adient will benefit
from the near-term recovery in global light vehicle production,
which Moody's expects to be about 7% for 2021, augmented by
inventory rebuilds, heightened focus on platform launch management
and ongoing operational initiatives. The action also incorporates
Adient's plan to end the Yanfeng Adient Seating Co., Ltd. (YFAS)
joint venture in China, which is expected to generate after-tax
proceeds to Adient of approximately $1.4 billion, providing the
opportunity to significantly reduce debt over the course of 2021.

RATINGS RATIONALE

Adient's ratings reflect its position as the leading global
supplier of automotive seating and related components, strong
regional and customer diversification and long-standing
relationships with all major automotive original equipment
manufacturers (OEM). These positives are balanced with high
financial leverage, modest margins, a recent record of operational
missteps that the company is working through and negative free cash
flow exacerbated by restructuring outlays.

The YFAS transaction is subject to government and regulatory
approvals and is expected to be completed by the end of calendar
year 2021 - Adient will receive approximately $700 million in cash
around the August/September timeframe and approximately $700
million in cash by December 2021. The phased receipt of proceeds
drives the step process for significantly improving balance sheet
flexibility. Accelerated debt repayment was initiated by the recent
tender offer to purchase up to $640 million of the 7% senior first
lien notes due 2026.

Moody's adds that the termination of the YFAS JV is a noteworthy
shift in Adient's traditional strategy for operating in China.
While the company maintains meaningful exposure to the world's
largest vehicle market through other JVs, the sale of its YFAS
interest will place greater importance on Adient's ability to
independently increase market share.

Moody's expects debt-to-EBITDA (including Moody's standard
adjustments but excluding equity income and potential YFAS proceeds
used for debt repayment) to fall towards 10x by Adient's September
30, 2021 fiscal year end. Free cash flow should demonstrate good
progress towards breakeven with the steady recovery in vehicle
production rates. Considering the possible debt repayment from the
YFAS proceeds, debt-to-EBITDA could fall to the mid-8x range by
September 2021 and further towards 5x by September 2022 to go along
with positive free cash flow.

The positive outlook considers the benefits from the continued
recovery in light vehicle production volumes with the potential for
operations to modestly improve, as well as the potential, and
significant, de-levering opportunity presented by proceeds received
from the termination of the YFAS joint venture.

The SGL-2 Speculative Grade Liquidity Rating includes Moody's
expectation for Adient to maintain good liquidity through 2021
supported by a solid cash balance and substantial availability
under Adient US LLC's $1.25 billion asset-based lending facility
(ABL) that is set to expire May 2024. At year-end 2020,
availability under this facility totaled $930 million after
deducting posted letters of credit. Cash is expected to fall from
the December peak, especially if management executes the phased
de-levering plan through 2021 but should remain supportive of the
good liquidity profile.

Adient enters into supply chain financing programs to sell accounts
receivable without recourse to third-party financial institutions.
Amounts under these programs were approximately $170 million at
December 31, 2020. While not expected, if the company is unable to
maintain and extend these receivable programs, additional
borrowings under the revolving credit facility would be required to
meet liquidity needs.

The following actions were taken:

Ratings Affirmed:

Issuer: Adient Global Holdings Ltd

Corporate Family Rating, at B2

Probability of Default Rating, at B2-PD

Senior Unsecured Regular Bond/Debenture, at B3 (LGD5)

Issuer: Adient US LLC

Senior Secured Bank Credit Facility, at Ba3 (LGD2)

Senior Secured Regular Bond/Debenture, at Ba3 (LGD2)

Outlook Actions:

Issuer: Adient Global Holdings Ltd

Outlook, Changed To Positive from Negative

Issuer: Adient US LLC

Outlook, Changed To Positive from Negative

Speculative Grade Liquidity Rating

Issuer: Adient Global Holdings Ltd

Speculative Grade Liquidity Rating, remains SGL-2

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

The ratings could be upgraded with earnings improving at a faster
pace than recovering automotive demand driven by stability in
operations, leading to meaningful progress towards
breakeven/positive free cash flow. Debt-to-EBITDA below 5x
(excluding consideration for equity income from joint ventures)
would also be a key consideration for positive rating action. Debt
repayment from the YFAS proceeds would accelerate significant
improvement in credit metrics, notably leverage towards 5x and
positive free cash flow boosted by sharply lower interest expense.
The ability to manage rising raw material inputs and good execution
of continued restructuring actions, which should ultimately
translate into margin expansion, will also be viewed favorably.

The ratings could be downgraded due to the inability to improve
margins, the loss of or meaningful decline in volume from a major
customer, or if already weak free cash flow worsens during 2021.
Weaker liquidity, including increased reliance on the ABL to go
along with a meaningfully lower cash balance, could also result in
negative rating action.

Adient's products are not directly exposed to material
environmental risks arising from increasing regulations on carbon
emissions. While automotive manufacturers continue to launch
electrified products to meet increasingly stringent regulatory
requirements, demand for Adient's products are not dependent on a
vehicle's powertrain. However, Adient's ability to further
lightweight its seating products will be supportive of industry
trends to improve fuel economy.

Adient plc, the parent company of Adient Global Holdings Ltd, is
one of the world's largest automotive seating manufacturers with
longstanding relationships with the largest global OEMs in the
automotive space. Automotive seating solutions include complete
seating systems, frames, mechanisms, foam, head restraints,
armrests, trim covers and fabrics. Adient operates in the Chinese
automotive seating and interiors market through several joint
ventures. Revenues for the latest twelve months ended December 31,
2020 were approximately $12.6 billion.

The principal methodology used in these ratings was Automotive
Supplier Methodology published in January 2020.

DUET CAPITAL: OSB Files Application for Administration
------------------------------------------------------
Ellen Milligan, Donal Griffin, and Stefania Spezzati at Bloomberg
News report that a US$40 million potential fraud that threatens to
wipe out a chunk of OSB Group Plc's profits is linked to a client
with a niche business line: piano leasing.

The British lender has filed to place Duet Capital (Holdings) Ltd.
into administration, a form of U.K. bankruptcy, and contacted the
Financial Conduct Authority about the suspected fraud, Bloomberg
relays, citing a corporate filing and people familiar with the
matter.  The company filings show the company leases pianos to some
of the U.K.'s most exclusive boarding schools and recently expanded
into Croatian property investment, Bloomberg notes.

The bank warned earlier this month that potential wrongdoing
related to an unidentified third party could result in a credit
loss of as much as GBP29 million (US$40 million), equivalent to
about 12% of its estimated profit for 2020, Bloomberg recounts.
The exact nature of the suspected fraud and identity of the alleged
perpetrators is unclear, Bloomberg notes.

According to Bloomberg, OSB said on March 17 that it "very
recently" become aware of the suspected fraud, which is linked to a
funding line that's secured against "lease receivables and the
underlying hard assets."  The bank has delayed the publication of
its annual results until April 8 and appointed accountancy firm
Smith & Williamson LLP as administrator of Duet, Bloomberg states.

"Our primary objective as joint administrators is to seek the best
outcome for the company's creditors, including the employees at its
offices in Ashford, Kent," Bloomberg quotes Smith & Williamson as
saying in a statement.  "The business will continue to trade whilst
we consider how best to achieve this objective. We are considering
all options including the sale of the business."

Filings show OSB first began lending to Duet in 2015, Bloomberg
notes.


GATWICK AIRPORT: Fitch Rates Proposed Sr. Sec. 2026 Notes BB-(EXP)
------------------------------------------------------------------
Fitch Ratings has assigned Gatwick Airport Finance Plc's (MidCo)
proposed senior secured notes due 2026 an expected rating of
'BB-(EXP') with Negative Outlook.

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

RATING RATIONALE

The 'BB-(EXP)' rating reflects the structural subordination of
MidCo's debt to that of the Gatwick ring-fenced group (the group),
and the current lock-up at the group level preventing dividend
distributions, which is expected to last until mid-2024 in the
Fitch Rating Case (FRC). The rating also considers the limited
visibility of Gatwick group's traffic recovery that could extend
the dividend lock-up beyond 2024.

Fitch notches the expected debt rating down from the consolidated
profile, which includes the group and MidCo. MidCo's full ownership
of and dependency on the group, underlined by the one-way cross
default provision with the group as well as MidCo's covenants
tested at the consolidated level, drive the application of a
consolidated approach.

KEY RATING DRIVERS

Our assessments on volume and price risk, and infrastructure
development and renewal, are aligned with Fitch's assessments of
Gatwick Funding Limited's.

Volume Risk - 'Midrange': Covid-19 Affecting Demand but
Fundamentally Strong Catchment Area

London Gatwick Airport (LGW) is the second-largest airport in the
UK serving as an origin-and-destination, leisure-oriented airport
within the significant London/south east UK catchment area. It
competes with Heathrow (LHR), the region's primary hub/long-haul
full service/business airport, as well as Stansted Airport (STN),
which focuses on low-cost airlines.

The pandemic has led to an unprecedented impact on travellers'
mobility with a contraction of 78% of passenger numbers in 2020.
Under Fitch's FRC, Fitch assumes traffic to remain lower than the
2019 base line, by around 58% in 2021 and 22% in 2022,
respectively, before gradually recovering by 2025.

Price Risk - 'Midrange': Commitments Monitored by Regulator

The airport has operated under revised "soft touch/ light-handed"
economic regulation since April 2014. The "contracts and
commitments" framework established seven-year, legally binding
commitments between the airport and its airlines, creating a
default airport tariff covering price and service levels available
to all airlines. The regulator, Civil Aviation Authority (CAA),
compares the blended price charged under the bilateral contracts
and published tariff with its view of a "fair price", currently RPI
minus 1.6% per year. LGW's blended price under the "commitments"
framework is RPI+0% per year over seven years.

The framework enables bespoke bilateral contracts with airlines,
providing the airport with more pricing flexibility. The contracts
LGW signed to date represent over 90% of passengers are long-term
agreements, many of which (covering 60% of passengers) extend
beyond the end of the "contracts and commitments" framework in
2021. The contracts incentivise traffic and protect revenue against
moderate downside.

Infrastructure Development and Renewal - 'Stronger': Flexible
Capex, Largely Deferred

LGW has considerable experience of managing its own asset base and
has carried out significant works in recent years to maintain and
improve its infrastructure. Short- and medium-term maintenance
needs are well-defined. The investment programme is significant but
modular. The regulatory framework allows investment flexibility.
Investments are funded by internal cash flows and committed
facilities.

In response to the epidemic and the sharp decrease in traffic and
revenue LGW has re-profiled planned capex by cancelling and
deferring non-essential projects.

Debt Structure - 'Midrange': Structural Subordination to Group
Debt

MidCo's debt has no material exposure to interest-rate risk, but it
is structurally subordinated to the debt at the group. Debt service
is reliant on dividends being upstreamed from the group. Currently
the group is in lock-up and is not expected to make distributions
to MidCo until 2024 in Fitch's FRC. A multi-year debt service
reserve account (DSRA) supports interest payments during the
lock-up period. However, due to the limited visibility on traffic
recovery at LGW, the MidCo's debt is exposed to potential
shortfalls should the dividend lock-up extend beyond 2024.

The reliance on bullet debt creates refinance risk, although
near-term refinancing needs are low, maturities are fairly evenly
spread, the ring-fenced group has a strong liquidity buffer and LGW
has a record of capital-market access.

Financial Profile

The consolidated net debt-to-EBITDA, including the ring-fenced
group's and MidCo's debt, averages 9.4x over 2021-2026. The maximum
consolidated leverage of 20.6x in 2021 gradually declines to 6.9x
in 2024 when dividend distributions are resumed.

PEER GROUP

The closest peers in Fitch's portfolio are the Heathrow Finance plc
high yield debt (BB+/ Negative) and Getlink S.E. (BB +/Stable). The
rating differential between MidCo and Gatwick Funding Limited
(BBB+/Negative) is, however, wider than for its peers due to the
group's lock-up and the limited visibility on traffic recovery path
for airports. This makes it uncertain if the ring-fenced group will
exit lock-up before the debt service reserve account has been
exhausted, significantly increasing the risk of default compared
with peers.

RATING SENSITIVITIES

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

-- Clearer visibility on the evolution of the operating
    environment and medium-term traffic path resulting in the
    removal of the lock-up at the group prior to 2024.

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

-- Weaker-than-expected financial performance as a result, for
    example, of lower passenger volumes due to more severe Covid
    19 related travel restrictions, or an ongoing economic
    downturn, which would threaten an extension of the dividend
    lock-up at the group and ultimately lead to a shortfall on
    funds to make debt service payments after the DSRA has been
    utilised.

BEST/WORST CASE RATING SCENARIO

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

TRANSACTION SUMMARY

-- MidCo is proposing to issue senior secured notes with the
    objective of down-streaming the funds to the group.

-- The purpose of the transaction will be to further improve the
    group's liquidity and net leverage profile.

FINANCIAL ANALYSIS

Under Fitch's FRC, Fitch assumes traffic to remain at around 58% in
2021 and at 22% in 2022 versus the 2019 base line, respectively,
before gradually recovering by 2025. In addition, Fitch assumes a
flat aero yield in nominal terms until 2024 and reduced retail and
commercial revenue, reflecting lower passenger numbers as well as
uncertainty in respect to consumer behaviour and measures related
to coronavirus over the coming years.

Fitch expects moderate increases in operating costs (opex) from a
much-reduced level as cost-cutting measures have been broadly
applied in response to the pandemic. Opex remains below 2019 levels
until 2025.

Fitch assumes capex of around GBP50 million to be made in 2021
before it ramps-ups gradually to around GBP300 million p. a. in
2025.

Fitch is closely monitoring developments in the sector as LGW's
operating environment has substantially worsened and Fitch will
revise the FRC if the severity and duration of coronavirus is
longer than expected.

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.

GATWICK AIRPORT: Moody's Gives Ba3 Rating to New Sr. Secured Notes
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to the proposed
senior secured notes to be issued by Gatwick Airport Finance plc, a
holding company for the Gatwick airport group (the ring-fenced
group). The issuer outlook is negative.

RATINGS RATIONALE

The Ba3 rating on the senior secured notes is underpinned by (1)
the competitive position of London Gatwick airport, as the UK's
second largest airport and a key airport within the London airport
system; (2) the airport's high proportion of origin and destination
passengers across a diversified carrier base; (3) an expectation of
strong cash flow generation once traffic starts to recover,
supported by management actions to cut costs; (4) the terms of the
financing structure and a fully-funded debt service reserve
account; and (5) the strong credit quality and disciplined
financial policies of Gatwick Airport Finance's shareholders.

The rating is, however, constrained (1) by the high level of debt
at the operating company and on a consolidated basis; (2)
uncertainty around the traffic recovery at London Gatwick airport
and cash flow generation, given the impact of travel restrictions
and the coronavirus pandemic on air travel; (3) an expectation that
the ring-fenced group will not be able to upstream dividends until
at least 2023, given the terms of the financing structure and
lock-up provisions; and (4) the deeply subordinated nature of
creditors at the holding company.

The senior secured notes will be secured by first-priority charges
over all of the share capital of Gatwick Airport Finance held by
Ivy Super Topco Limited, and first-priority charges over
substantially all the tangible and intangible assets of Gatwick
Airport Finance. The notes will have a call option from 2023. Their
terms include a financial covenant of a Senior RAR of 0.95x, which
will be tested starting from June 30, 2024. The lenders will
benefit from a multi-year fully-funded Debt Service Reserve Account
(DSRA) at the time of the issuance.

The majority of the proceeds from the senior secured notes will be
downstreamed to the ring-fenced group to support the Gatwick
airport group's liquidity and financial profile, and reducing debt
leverage in the ring-fenced group. The remaining amount will be
held by Gatwick Airport Finance to cover the company's debt service
obligations.

Gatwick airport has been severely impacted by the pandemic and the
introduction of travel restrictions, as reflected in a traffic
decline of 78% in 2020. While Moody's currently expects passenger
volumes to gradually increase in 2021, the timing and profile of
any recovery is highly uncertain in the context of the continued
travel restrictions and lack of visibility over the containment of
the virus spread. The medium-term traffic recovery is also
uncertain. Nevertheless, Moody's currently expects that the group
will be able to deleverage by 2023 on the back of an increase in
passenger volumes and management actions to cut operating costs and
investment.

Governance considerations are material to the rating. Given risks
around the pace of recovery in the group's financial profile, the
Ba3 rating on the senior secured notes positively factors in the
commitment of Gatwick Airport Finance's ultimate shareholders to
preserve Gatwick Airport Finance and the ring-fenced group's
financial viability. Both Vinci S.A. (A3 stable), as a majority
shareholder, and Global Infrastructure Partners (GIP) have major
interests in the airport industry and consider Gatwick airport a
long-term investment. Moody's further notes that debt raised at
Gatwick Airport Finance could be repaid early subject to the
Gatwick airport group's ability to distribute dividends and comply
with the terms of the financing structure for the ring-fenced
group.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects Gatwick Airport Finance's risk
exposure -- through its ownership of the Gatwick airport group --
to the credit risks associated with the consequences of the
coronavirus outbreak and the significant uncertainties around
traffic recovery prospects.

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

Given the negative outlook, upward rating pressure is unlikely in
the near term. However, the outlook could change to stable, if (1)
there was more certainty around the recovery in the financial
performance of the Gatwick airport group; (2) there were no
concerns about further covenant breaches at the ring-fenced group;
and (3) Gatwick Airport Finance's liquidity remained strong.

The rating could be downgraded, if (1) it appeared likely that the
ring-fenced group's credit metrics would not restore to the levels
commensurate with the current rating, namely funds from operations
(FFO)/debt of at least 8% by 2023; (2) there were concerns about
the ring-fenced group's ability to build enough flexibility to
accommodate dividend distributions to Gatwick Airport Finance over
the medium term; or (3) there was a risk of covenant breaches at
the ring-fenced group without adequate mitigating measures in
place.

The principal methodology used in this rating was Privately Managed
Airports and Related Issuers published in September 2017.

Gatwick Airport Finance plc is a holding company of Ivy Holdco
Limited, which is the security parent for the Gatwick airport
group. The company is owned 50.01% by Vinci S.A. (A3 stable), while
the remainder of the ownership is managed by Global Infrastructure
Partners (GIP) on behalf of several investors.

GFG ALLIANCE: Citi Files Insolvency Applications in London
----------------------------------------------------------
Kaye Wiggins, Robert Smith, Owen Walker and Stephen Morris at The
Financial Times report that Sanjeev Gupta's metals group has been
hit with winding-up orders from investors, legal action that
threatens to bring down the empire of the "saviour of steel".

US investment bank Citigroup has filed a flurry of applications in
London's insolvency court against some of Mr. Gupta's commodities
and industrial businesses, the FT relays, citing people familiar
with the matter.

Creditors can apply to the court to close a company that owes them
money, under UK law, the FT notes.  To succeed, they must show that
the company cannot pay what it owes, in which case the company's
assets can be sold to repay them, the FT states.

Citi is the trustee of bond-like products sold by Greensill
Capital, which collapsed this month, the FT discloses.  Greensill
packaged up debts from Mr. Gupta's businesses into the products,
which were then sold to investors, according to the FT.

A judge on March 31 declined a request from the FT to confirm the
existence of the cases or make the details public, saying that,
under rules introduced last year, winding-up petitions are private
until they have been considered at a court hearing.  That process
could take several weeks, the FT notes.

The process has been triggered outside of Grant Thornton's
administration of Greensill Capital, the FT says.  Mr. Gupta has
been trying to negotiate a debt standstill with the administrators
to prevent them from calling in about US$5 billion of loans he owes
to the company, the FT relays.

According to the FT, Mr. Gupta's GFG Alliance, a sprawling
family-owned conglomerate stitching together struggling metals
mills and smelters around the world, said that it remained in
"constructive discussions" with Grant Thornton over this
standstill.

"While this takes place we will vigorously defend any legal action
on the grounds that we have a three-year committed facility with
Greensill," the FT quotes GFG as saying.  "This dispute will take
many months to play out in the courts, and in the meantime we are
working hard on taking prudent steps to manage our cash and
refinance our business."

Bloomberg first reported that Citigroup had filed against Gupta's
Liberty Commodities business, the FT notes.


LCF: Four Customers Vow to Appeal Court Ruling on Compensation
--------------------------------------------------------------
Kate Beioley at The Financial Times reports that four customers of
the collapsed minibond company LCF have pledged to appeal against a
High Court decision upholding the UK compensation scheme's move to
reimburse only a small group of investors who lost their savings.

According to the FT, retail investors Emmet Donegan, Nathan Brown,
Joanne Ellis-Clarke and Alan Considine said they would fight the
outcome of a judicial review over the Financial Service
Compensation Scheme decision.

LCF fell into administration in 2019, erasing 11,600 customers'
investments worth GBP237 million in one of Britain's biggest
investment scandals, the FT
recounts.  LCF sold unregulated minibonds with advertised returns
of up to 8% and in some cases erroneously claimed they came with
tax-efficient advantages, the FT discloses.

LCF told customers that their money was invested widely and backed
by assets, the FT notes.  But administrators have since sued 13
individuals connected to the company, claiming the bulk of the cash
was funnelled to firms its directors controlled or were connected
to, the FT recounts.  The directors have denied any wrongdoing, the
FT relays.

The FSCS said last year it would only compensate investors who had
received financial advice from LCF or had switched out of stocks
and shares Isas into the bonds -- both of which were regulated
activities, the FT discloses.  So far it has compensated around a
quarter of LCF's customers, the FT states.

Although LCF was authorized by the UK financial regulator, the
bonds it sold were unregulated and contained clauses meaning they
could not be easily traded and did not merit protection from loss,
the FT discloses.

The outcome of the judicial review of the FSCS decision hinged on
whether or not the customers could prove that LCF had been dealing
in "transferable securities" by issuing its unregulated bonds,
meaning they could demand compensation, the FT notes.

In his judgment on March 29 Mr. Justice Charles Bourne, as cited by
the FT, said: "It goes without saying that the claimants and their
fellow investors deserve the greatest sympathy for the plight in
which LCF left them.

"Nevertheless, despite the force, lucidity and skill with which
their case was advanced before me, the claim must be dismissed."

The customers argued that the bonds should have been treated by the
FSCS as transferable, and said LCF had claimed that they were, the
FT relates.

According to the FT, the March 29 ruling agreed with the customers
that the clauses preventing the bonds from being easily sold were
"unfair", adding their "only apparent purpose would have been to
relieve LCF of regulatory obligations".

However Bourne ultimately sided with the FSCS, ruling that the
minibonds were "not negotiable on the capital market and
therefore  .   .   . not transferable securities", the FT
relates.

Administrators have estimated that customers in LCF -- some of whom
lost their life savings -- could get only a quarter of their
investment back, the FT states.  The fallout has triggered criminal
and regulatory investigations, the FT notes.


NIELSEN HOLDINGS: Moody's Affirms Ba3 CFR on Revenue Growth
-----------------------------------------------------------
Moody's Investors Service has affirmed Nielsen Holdings plc Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba1
ratings on the senior secured bank credit facilities at Nielsen
Finance LLC ("Nielsen Finance") and Nielsen Holding and Finance
B.V., a Dutch borrower, and B2 ratings on the senior unsecured
notes at Nielsen Finance and The Nielsen Company (Luxembourg)
S.a.r.l. Concurrent with this rating action, Moody's withdrew the
rating on the $150 million outstanding 5.5% senior notes due 2021,
which have been fully repaid. The outlook was revised to positive
from negative.

Following is a summary of the rating actions:

Affirmations:

Issuer: Nielsen Holdings plc

Corporate Family Rating, Affirmed at Ba3

Probability of Default Rating, Affirmed at Ba3-PD

Issuer: Nielsen Finance LLC (Co-Borrowers: TNC (US) Holdings Inc.
and Nielsen Holding and Finance B.V.)

$850 Million Senior Secured Revolving Credit Facility due 2023,
Affirmed at Ba1 (LGD2)

Issuer: Nielsen Finance LLC

$1,125 Million ($745 Million outstanding) Senior Secured Term Loan
A due 2023, Affirmed at Ba1 (LGD2)

$2,303 Million ($1,603 Million outstanding) Senior Secured Term
Loan B-4 due 2023, Affirmed at Ba1 (LGD2)

EUR 545 Million ($242 Million USD equivalent outstanding) Senior
Secured Euro Term Loan B-2 due 2023, Affirmed at Ba1 (LGD2)

$ 550 Million ($430 Million outstanding) Senior Secured Term Loan
B-5 due 2025, Affirmed at Ba1 (LGD2)

Issuer: Nielsen Holding and Finance B.V.

EUR660 Million ($630 Million USD equivalent outstanding) Senior
Secured Euro Term Loan B-3 due 2025, Affirmed at Ba1 (LGD2)

Issuer: Nielsen Finance LLC (Co-Borrower: Nielsen Finance Co.)

$2,300 Million ($825 Million outstanding) 5.000% Senior Unsecured
Notes due 2022, Affirmed at B2 (LGD5)

$1,000 Million 5.625% Senior Unsecured Notes due 2028, Affirmed at
B2 (LGD5)

$ 750 Million 5.875% Senior Unsecured Notes due 2030, Affirmed at
B2 (LGD5)

Issuer: The Nielsen Company (Luxembourg) S.a.r.l.

$500 Million 5.000% Senior Unsecured Notes due 2025, Affirmed at
B2 (LGD5)

Withdrawals:

Issuer: The Nielsen Company (Luxembourg) S.a.r.l.

$625 Million ($150 Million outstanding) 5.500% Senior Unsecured
Notes due 2021, Withdrawn, Previously Rated B2 (LGD5)

Speculative Grade Liquidity Actions:

Issuer: Nielsen Holdings plc

Speculative Grade Liquidity, Remains SGL-2

Outlook Actions:

Issuer: Nielsen Holdings plc

Outlook, Changed to Positive from Negative

Issuer: Nielsen Finance LLC

Outlook, Changed to Positive from Negative

Issuer: The Nielsen Company (Luxembourg) S.a.r.l.

Outlook, Changed to Positive from Negative

Issuer: Nielsen Holding and Finance B.V.

Outlook, Changed to Positive from Negative

RATINGS RATIONALE

The affirmation of the Ba3 CFR reflects Moody's expectation that
Nielsen's constant currency organic revenue growth will land in the
low-to-mid-single digit percentage band, total debt to EBITDA
leverage will decline to the 4x area and free cash flow (FCF) to
debt will improve to the mid-to-high single digit percentage range
(both metrics are Moody's adjusted, excluding one-time spin-related
cash costs) by the end of this year, consistent with the medians
for Ba3-rated issuers. Strengthening debt protection measures are
attributable to the recent sale of the Global Connect ("Connect")
business, which was characterized by challenged organic revenue
growth, narrower operating margins and weaker cash flow generation
compared to the residual Global Media ("Media") business. Connect
was sold to private equity firm, Advent International, for $2.7
billion in cash (less deductions based on closing cash levels,
debt, debt-like items and working capital) as disclosed in the
company's Form 8k filing dated March 11, 2021 [1]. The improvement
in credit metrics is also facilitated by Nielsen's planned
repayment of $2.28 billion of debt with the Connect sale proceeds
[1]. Specifically, the company has repaid approximately $1.3
billion of the senior secured term loan facilities and redeemed the
$150 million outstanding 5.5% senior unsecured notes, both of which
occurred in March. The company plans to redeem the $825 million
outstanding 5.0% senior unsecured notes by early April. Upon
extinguishment of the notes, Moody's will withdraw the rating.

The revision of the outlook to positive from negative is
forward-looking and reflects Moody's view that Nielsen will
prioritize deleveraging via a combination of debt reduction with
free cash flow generation and EBITDA growth in the mid-single digit
percentage range leading to leverage approaching 3.7x (Moody's
adjusted) and adjusted EBITDA margins rising to the 42%-44% area by
2022. It also embeds improved corporate governance given
management's commitment to de-lever to a target leverage of 3x-3.5x
on an as-reported basis by 2023 (equivalent to around 3x-3.5x
Moody's adjusted) and an expectation that annual dividends will
remain low in the $85 million to $90 million range to support
higher FCF generation for voluntary debt repayment. The outlook
revision reflects Moody's forecast for a global economic recovery
following the economic recession triggered by the COVID-19
pandemic. Moody's projects global GDP will expand 5.3% in 2021
(4.7% in the US) and 4.5% in 2022 (5.0% in the US).

Following the Connect sale and exit of smaller non-core businesses,
Moody's believes Nielsen's Media business will be more effective at
focusing its resources and investments on new growth-oriented
scalable solutions in its core measurement and data analytics
space, leading to further improvement in debt protection measures.
This includes single audience measurement across multiple platforms
(i.e., streaming and broadcast), extending into overseas markets
and verticals outside the traditional consumer packaged goods (CPG)
client base in the audience outcomes segment and reorienting its
metadata and analytics services to target high growth ad-supported
and non-ad supported content streaming platforms. Further,
Nielsen's management team has introduced incentives in the
company's culture to focus innovation and strategic direction to be
more aligned with industry secular growth trends.

Nielsen's Ba3 CFR reflects the company's leading international
positions within its core Media business segments, comprising
audience measurement (73% of revenue), audience outcomes (20%) and
Gracenote content services (7%); relatively high entry barriers
with high client switching costs; long-standing customer
relationships of which roughly 80% of client revenue is contracted
at the start of each year; and high pro forma adjusted EBITDA
margins in the 42% range. The company's ratings are the foremost
metrics used to determine the value of programming and advertising
in US television and streaming advertising markets and the
industry's benchmark on which advertising is bought and sold.
Nielsen's market position is solidified by its importance as an
independent third party measurement standard, or currency, which is
accepted by advertisers and media companies. The rating also
considers Nielsen's investments in new product offerings to adapt
to shifts in advertising spend and consumer viewing habits beyond
traditional platforms.

The Ba3 rating also embeds a more narrowly focused business after
the Connect sale, with reduced revenue that is concentrated in the
US (roughly 83% of revenue) offset by mid-single digit organic
revenue growth prospects, higher margins and improved FCF
generation. A further challenge includes the moderately high pro
forma financial leverage of 4.5x (Moody's adjusted) at December 31,
2020 subsequent to the Connect spin, albeit expected to decline by
year end 2021. While cyclical and secular spending pressures exist,
Nielsen's sizable contractual revenue provides some cushion against
reduced client spend in short-cycle products and verticals that
have been more impacted by the recession and lingering effects of
the pandemic (e.g., CPG, automotive, non-grocery retail and
sporting events), and are likely to experience a lag as the global
economy rebounds.

The rating also recognizes that Nielsen generates revenue chiefly
from publishing clients that provide ad-supported video-on-demand
(AVOD) streaming and other ad-supported media (i.e., traditional
cable, broadcast TV and radio) against a backdrop of strong
industry growth in the non-ad supported streaming sub-segment
(includes subscription video-on-demand (SVOD) and premium
video-on-demand (PVOD) platforms), which currently accounts for the
lion's share of streaming distribution. Moody's is constructive on
Nielsen's ability to increase penetration into non-ad supported
streaming platforms by increasing SVOD/PVOD demand for new product
offerings from Nielsen's cross-media viewing and audience
measurement services and Gracenote's content services (i.e.,
metadata for streaming, content analytics, ID and workflow tools).

Over the next 12-15 months, Moody's expects Nielsen to maintain
good liquidity (SGL-2 Speculative Grade Liquidity) supported by
positive free cash flow generation in the range of 4% of total debt
(Moody's adjusted) or 7% excluding one-time spin-related cash
costs, solid cash levels (cash balances totaled $610 million at
December 31, 2020 or $578 million pro forma for the Connect
spin-off) and access to an undrawn $850 million revolving credit
facility (RCF) maturing in 2023.

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
corporate assets arising from the current weakness in US and
European economic activity and gradual recovery over 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 regard the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety.

From a governance standpoint, Moody's view favorably the separation
of the weaker performing Connect business, modest dividend and
establishment of a public leverage target because this will
facilitate debt reduction and efficient capital allocation
strategies that are better aligned with Nielsen's growth
objectives. Moody's believes this reflects a healthier corporate
governance profile since it will lead to a more manageable debt
capital structure and improved cash flow generation for
deleveraging and strategic investing to develop new services and
integrated offerings that are relevant to clients' expanding
measurement and analytics requirements.

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

A ratings upgrade could occur if Nielsen demonstrates further
client penetration into non-ad supported SVOD/PVOD content
streaming services, constant currency organic revenue growth in the
mid-single digit percentage range and increasing adjusted EBITDA
margins approaching the 42%-44% area. Additionally, upward rating
pressure could occur if Moody's expects that total debt to EBITDA
will decline below 3.75x (Moody's adjusted) and free cash flow to
debt (Moody's adjusted) will improve to the 5% to 6% range.

Ratings could be downgraded if EBITDA margins contracted or debt
levels increased resulting in total debt to EBITDA above 4.5x
(Moody's adjusted) on a sustained basis and free cash flow
generation weakened to below 3% of adjusted debt due to
deterioration in operating performance. A deterioration in
liquidity could also result in ratings pressure.

With headquarters in Oxford, England and New York, NY, and
operations in 60 countries, Nielsen Holdings plc is a global
measurement and data analytics company providing audience
measurement, audience outcomes and content metadata solutions.
Revenue totaled approximately $6.3 billion for the fiscal year
ended December 31, 2020. Pro forma for the Connect business
spin-off, revenue totaled roughly $3.4 billion in fiscal 2020.

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

PETROFAC LTD: S&P Lowers LT ICR to 'B+' Then Withdraws Rating
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Petrofac Ltd. to 'B+' from 'BB+' and placed the rating on
CreditWatch with developing implications. At the same time, S&P
withdrew the rating at the company's request, after it confirmed it
no longer had outstanding public debt.

The downgrade follows the ADNOC Group's announcement on March 15
that it had suspended Petrofac from bidding for new awards until
further notice. The timing of the announcement--during challenging
conditions for oil and gas (O&G) contractors, the current
refinancing of Petrofac's $1 billion revolving credit facility
(RCF), and the continuing U.K. Serious Fraud Office (SFO)
investigation--led us to lower our rating on Petrofac to 'B+'.

S&P said, "We've reassessed Petrofac's business risk profile as
weak, as its position in its core Middle East market has
deteriorated.  Our previous assessment of fair was anchored by
Petrofac's strong presence in the Middle East, which we view as an
attractive region for O&G, amid an otherwise weaker global appetite
for new investment. We understand that Petrofac had submitted
several bids for large projects in Abu Dhabi, where ADNOC is
based."

As of Nov. 30, 2020, Petrofac's backlog was $5.1 billion, of which
$3.0 billion is to be delivered in 2021. S&P understands that the
ADNOC suspension should have no effect on Petrofac's 2021 results,
but it is likely to affect its backlog in 2021 and potentially in
2022. ADNOC was considered to be a major contributor to Petrofac's
addressable market, with overall projects of about $10 billion a
year. ADNOC's suspension followed the SFO's announcement in January
2021 of new plea agreements by a former Petrofac employee regarding
contract awards in the UAE in 2013-2014. In the first half of 2020,
the UAE contributed about $170 million (8% of total revenues) to
Petrofac's revenues.

S&P said, "However, Petrofac's suspension by ADNOC, after a
previous bidding suspension by Saudi Arabia in early 2019, will
likely require Petrofac to divert its bidding efforts to other
regions. At this stage, we are unsure both how this can be easily
achieved in the short term without compromising Petrofac's
profitability, and that the suspensions will not result in negative
consequences elsewhere. We now reassess Petrofac's business risk
profile as weak from the previous fair.

Petrofac's liquidity will remain in focus, even if factoring in a
successful refinancing of the RCF.  In February 2021, Petrofac
announced that it had issued GBP300 million in commercial paper
under the U.K.'s Covid Corporate Financing Facility (CCFF), with a
maturity of 12 months. In November 2020, it secured a $50 million
three-year term loan, topping up its unrestricted gross cash
balance of $0.6 billion as of Nov. 30, 2020. This amount should
have supported a relatively smooth refinancing of Petrofac's
existing $1 billion RCF, which is due in less than three months.
Under S&P's assumption of a partial extension of the RCF by 12
months, Petrofac's liquidity position will nevertheless likely
remain under pressure over that period due to various obligations
that must be met: a GBP300 million commercial paper facility due in
early 2022 and interyear working capital needs. In addition, while
we assume no change in the relationship with its banks, we note
that beside the RCF, Petrofac relies on its banks to provide
performance guarantees for new projects, an important bidding
consideration. In general, banks have started reducing their
exposure to E&C companies with exposure to O&G projects. Lastly,
Petrofac's liquidity could come under more pressure if material
amounts or cost overruns were to materialize.

S&P said, "Uncertain cash flows and lower profitability have led us
to revise down our financial risk profile assessment.  Previously,
we assumed that Petrofac's adjusted EBITDA in 2021 would be about
$400 million, leading to free cash flow of about $150 million-$200
million (excluding changes in working capital), with material
upside starting in 2022. We understand that the ADNOC suspension
may be less likely to materially affect EBITDA in 2021 but could
have an impact of up to about $50 million in 2022, all else being
equal. Overall, we project breakeven to slightly positive free cash
flows in 2021 and 2022, before factoring in possible cost-cutting
initiatives and assuming no delays in securing new contracts (we
now assume $2.0 billion-$2.5 billion of new orders in 2021).

"As of Dec. 31, 2020, we estimate that Petrofac's S&P Global
Ratings-adjusted gross debt was $1.1 billion (equivalent to an
estimated reported net debt of about $100 million-$150 million). At
the weak business risk profile level, we no longer net Petrofac's
cash to calculate adjusted debt as we understand that none of such
cash is earmarked for debt repayments."

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

-- Governance – Risk management and internal control factors.

S&P said, "We understand that the SFO remains in an investigatory
phase and has raised no allegations against Petrofac. We further
understand that the investigation could indicate some past
deficiencies in Petrofac's internal controls that may have
contributed to changes in its business strategy, as mentioned in
our previous publications addressing the SFO's investigation. Our
governance reassessment also took into account the resignation of
Petrofac's founder and long-standing CEO."

CreditWatch

The developing CreditWatch placement at the time of the rating
withdrawal reflected the possibility that S&P could have either:

-- Lowered the rating in the coming months if Petrofac were
unsuccessful in refinancing its RCF, or if it succeeded in
extending only a small portion of the RCF for a period of less than
12 months, resulting in increased pressure on its liquidity, or

-- Resolved the CreditWatch placement and assigned a stable
outlook if Petrofac succeeded in refinancing a large portion of its
RCF with maturity extensions of 12 months or more, and securing
longer-term instruments to address its liquidity situation,
including potential one-off expenses. Moreover, S&P would not have
ruled out a positive rating action were ADNOC's suspension
short-lived or if Petrofac were to announce important awards over
the coming months.



                           *********


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

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Editors.

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