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

                          E U R O P E

          Thursday, June 10, 2021, Vol. 22, No. 110

                           Headlines



F R A N C E

DERICHEBOURG SA: Fitch Assigns FirstTime 'BB' IDR, Outlook Pos.
PAPREC HOLDING: Moody's Alters Outlook on B2 CFR to Positive
PARTS HOLDING: Moody's Confirms B3 CFR Following IPO Withdrawal
SOLINA GROUP: Moody's Assigns First Time 'B2' Corp. Family Rating


G R E E C E

ELLAKTOR SA: Fitch Lowers LongTerm IDR to 'B', Outlook Negative


I T A L Y

ATLANTIA SPA: Moody's Affirms Ba2 CFR & Alters Outlook to Positive
DEDALUS SPA: Moody's Hikes CFR to B2 & Alters Outlook to Stable
MONTE DEI PASCHI: Fitch Maintains 'B' LT IDR on Watch Negative


R U S S I A

EVRAZ PLC: Fitch Alters Outlook on 'BB+' LongTerm IDR to Positive


S P A I N

SANTANDER CONSUMER 2014-1: Fitch Affirms CC Rating on E Notes


U N I T E D   K I N G D O M

DINING STREET: Cairn's Naveen Handa Acquires Richoux Brand
DRAKE & MORGAN: Creditors Back Company Voluntary Arrangement
GAS CONTAINER: Owes GBP2.25 Million to Unsecured Creditors
NEWDAY PARTNERSHIP: Fitch Withdraws B Rating on Class F Debt
NMC HEALTH: To Proceed with Sale of Non-Core International Assets

NOMAD FOODS: Fitch Assigns BB+(EXP) Rating on Proposed Secured Loan
PATRICK PARSONS: Rcapital Acquires Business
PAYSAFE FINANCE: Moody's Gives B1 Rating on New Sr. Secured Notes
SIERRACOL ENERGY: Moody's Assigns First Time B1 Corp. Family Rating
[*] UK: Less Than Quarter of Pubs Confident of Surviving 3 Months


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F R A N C E
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DERICHEBOURG SA: Fitch Assigns FirstTime 'BB' IDR, Outlook Pos.
---------------------------------------------------------------
Fitch Ratings has assigned Derichebourg S.A. a first-time Long-Term
Issuer Default Rating (IDR) of 'BB' with a Positive Outlook. The
agency has also assigned Derichebourg's upcoming senior notes an
expected senior unsecured rating of 'BB(EXP)' with a Recovery
Rating of 'RR4'.

The assignment of the notes' final rating is contingent on the
receipt of final documentation with terms and conditions being
substantially in line with the information already provided.

The rating reflects Derichebourg's strong market position as the
number one in the French metals recycling business (with additional
geographic diversification into Spain, Germany, Belgium, Mexico,
North America) with a disciplined approach to maintaining
sustainable margins (value over volume). The rating also captures
the cyclical nature of this business that is partially mitigated by
diversification into services activities with stable earnings
characteristics. The financial profile has moderate leverage after
completion of its acquisition of Groupe Ecore Holdings S.A.S.
(Ecore) but shows strong cash flow generation.

The Positive Outlook reflects forecast funds from operations (FFO)
net leverage will fall to around 3.0x over the next 18 months and
management's objective of reverting to a conservative financial
policy of reported net debt / EBITDA below 1x following the Ecore
acquisition.

KEY RATING DRIVERS

Moderate Leverage: Fitch forecasts the Ecore acquisition will
increase FFO net leverage above 3x, before it moderates to around
3.0x over the next 18 months and ease towards 2.5x by the financial
year ending September 2024 (FY24).

Strong Free Cash Flow: Derichebourg reported robust FCF in FY20,
despite it being a turbulent year for the European steel industry
with operations affected by lockdowns in Europe and weak customer
demand. A EUR62 million working-capital inflow due to lower prices
and reduced capex by around EUR20 million helped preserve cash,
resulting in free cash flow (FCF) of EUR57.5 million for 2020
(after deducting right-of-use depreciation linked to leased
assets).

Derichebourg also waived the dividend that would normally have been
paid after year-end. Economic recovery in Europe has materially
improved capacity utilisation of assets and with less future growth
investment, Fitch forecasts EUR70 million-EUR80 million FCF per
annum from FY22 (after deducting right-of-use depreciation).

Conservative Financial Policy: After completion of the Ecore
acquisition, Derichebourg will focus on its integration and on
capex to maintain high-performing processing facilities.
Management's objective is to achieve leverage over the medium- to
long-term that is consistent with net debt / EBITDA of less than 1x
(in line with its historical record before the Lyrsa and Ecore
acquisitions) or around net debt / EBITDA of under 1.5x
(Fitch-adjusted figure). The group will continue to pay dividends
at 30% of normalised net income.

Leading Market Position in Ferrous: Derichebourg will hold more
than 30% of the French recycling market for ferrous metals once the
acquisition of Ecore is completed. Other market participants
include general waste companies and many smaller metals recyclers.
Derichebourg and Ecore benefit from economies of scale, a wide
geographic footprint with sites close to customers, a full range of
processing capabilities and close relationships with key
customers.

Scrap Market Peak: In May 2021 China abolished its export VAT
rebate of 13% for many finished steel products to curb production.
This has made Chinese exports less competitive and Turkish exports
more competitive, increasing Turkish rebar export demand and scrap
prices. As a result, recent transactions for scrap have been
reported at USD490/tonne or above (HMS 1/2 80:20), an all-time
high. In Europe the CRU group expects scrap demand to increase in
2021 by 11% yoy, and to decelerate thereafter to 1% yoy by 2025.

Strong Position in Non-Ferrous: Derichebourg will hold around 25%
of the French recycling market for non-ferrous metals after the
Ecore acquisition. The higher value of metals, such as copper and
aluminium, facilitates higher gross margins per tonne and
additional earnings contributions from niche activities linked to
processing/refining the metals. These include blending
stainless-steel waste or aluminium refining. Forecast deficits for
various metals will support demand for recycled volumes over the
long term.

Procurement Strategy Defines Margin: Derichebourg is a price taker
in the sale of secondary raw materials. The group uses quotes from
customers or market indices to establish maximum rates it can pay
for procurement of metal waste, defining a margin for volumes to be
processed. Its sale and procurement streams are closely
coordinated, so that commodity-price exposure can be minimised and
earnings visibility achieved. Historically margins for ferrous
metals have been more stable, with non-ferrous showing slightly
more movement over time.

Volume Risk in a Downturn: If scrap prices are too low in a
downturn, available volumes from suppliers may shrink. Weak
economic conditions may lead construction and demolition companies
to defer the disposal of demolition waste, by delaying their
pipeline of projects; or cause individuals to delay the purchase of
a new car, resulting in lower volumes of end-of-live vehicles for
recycling.

Services Aid Diversification and Stability: Last year's market
downturn and subsequent recovery have highlighted the cyclicality
of the metals-recycling business. In turn, the services business
reported broadly stable earnings in the year of the pandemic, which
reflects contracts' conservative risk profile, with little volume
risk and inflation pass-through for important operating cost
items.

Supportive Market Fundamentals: EU regulation is promoting the
circular economy with an increasing emphasis on recycling. As a
result, Fitch views Derichebourg's business model as robust. With
recycling rates increasing over time, higher capacity utilisation
of the company's assets will support earnings growth over the long
term.

DERIVATION SUMMARY

Derichebourg is the leading metal (ferrous and non-ferrous)
recycling business in France and Spain, with smaller operations in
Mexico, Belgium, Germany, Italy and the US. The group also provides
services linked to various waste streams, such as the end-of-life
vehicle and waste electrical and electronic equipment schemes,
offers cleaning and waste-collection services to municipalities and
multi-service outsourcing solutions to a wide range of customers.
While the metals recycling business is cyclical in nature, services
are based on medium-term contracts with earnings visibility and add
some diversification and stability to the overall business
profile.

Derichebourg and Ecore (B-/Stable) together will have a 30%-35%
share of the French metal recycling market (ferrous and
non-ferrous) with a dense network of collection sites, processing
facilities and access to a deep-sea port that opens up export
markets (in case volumes exceed European demand for secondary raw
materials). The group has greater scale and offers a broader range
of capabilities than direct peers, which supports gross margins.

Among the wider recycling and waste sector, Befesa S.A. shares
common business characteristics with Derichebourg's
metals-recycling business. It is a services company specialising in
the recycling of steel dust, salt slag and aluminium residues.
Befesa has a higher concentration of customers linked to sourcing
of waste materials, but its metals waste is qualified as hazardous
waste with fewer companies in the market with the expertise and
licence to process the residues. Befesa has a global geographic
footprint (including two new plants that will start ramping up in
2H21 in China), whereas Derichebourg is mostly focused on Europe.

Despite hedging a proportion of its annual zinc production,
Befesa's earnings are highly exposed to zinc prices over the medium
term. Derichebourg is committed to returning to a conservative
financial policy over the medium term following the acquisition of
Lyrsa and Ecore with a reported net debt / EBITDA of under 1x.
Befesa aims to reduce reported net debt / EBITDA to under 2x in the
near term on supportive market conditions.

Ecore and Befesa reported for January to June 2020 a decline of
EBITDA by around 30%. Derichebourg only reports earnings on a
semi-annual basis, so comparable data is not available. For Ecore
the decline was driven by lower volumes linked to the closure of
its sites in France during a six-to-eight week period, while gross
margins were flat or slightly higher. Befesa is more
internationally diversified and was less affected by lockdowns.
Total volumes were broadly flat (while production was more skewed
towards steel dust and waelz oxide compared with previous periods),
but prices of recycled materials were weaker, causing the earnings
decline.

Derichebourg's services activities saw limited earnings decline in
the year of the pandemic, which reflects contracts' conservative
risk profile, with little volume risk and inflation pass-through
for important operating cost items. The company generally targets
contracts that require technical expertise. Other business service
providers with technical focus such as Serco Group Plc performed
slightly better in the year of the pandemic, while Spie S.A. saw
earnings decline more than 15%.

KEY ASSUMPTIONS

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

-- Processed volumes in the metals-recycling business to increase
    low single-digit percentages to around 7mt in ferrous and
    925kt in nonferrous by FY24 (combined for Derichebourg, Lyrsa
    and Ecore);

-- Gross margin per tonne in normal market conditions to reduce
    towards EUR65 for ferrous and EUR235 for non-ferrous by FY23
    from a peak in FY21 on economic recovery and supportive
    commodity markets;

-- Earnings contributions from i) municipal services, ii) multi
    services and iii) services linked to waste streams to be
    broadly flat for the next four years;

-- Effective tax rate of 24% from FY22 onwards;

-- Capex in line with management guidance;

-- Dividend at 30% of normalised net income;

-- No further debt-funded acquisitions over the next four years.

RATING SENSITIVITIES

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

-- FFO net leverage comfortably below 3.0x on a sustained basis;

-- FFO interest coverage above 9x;

-- Meaningful earnings growth from more stable income streams,
    such as public-sector services, multi-services or services
    linked to waste streams.

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

-- As the rating is on Positive Outlook, a negative rating action
    is unlikely in the short term. However, inability to achieve
    FFO net leverage below 3x would result in Outlook revision to
    Stable;

-- FFO net leverage above 4.0x on a sustained basis would lead to
    a negative rating action;

-- Cash flow from operations less capex/total net debt under 10%;

-- FFO interest coverage below 7.5x;

-- Increasing volatility of gross margin in ferrous and non
    ferrous recycling.

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

Robust Liquidity: The acquisition of Ecore is expected to close
between September and December 2021. As of closing, Derichebourg
will have in excess of EUR240 million of cash and cash equivalents
as well as a EUR100 million undrawn, committed revolving credit
facility with maturity in March 2025. The forecast indicates that
FCF will mostly cover maturities over the forecast horizon (all
existing term debt has manageable and smooth amortisation), so that
Derichebourg is funded over the medium term.

In weaker economic conditions the group will benefit from
working-capital inflows and has the ability to preserve cash
through lower (absolute) capex and dividends (shareholder
distributions are linked to 30% of normalised net income).

ISSUER PROFILE

Derichebourg covers the whole value chain in metals recycling from
collection to sorting to processing to refining and marketing of
scrap and non-ferrous metals.

The group also has business services including services linked to
waste streams, such as the waste electric and electronic equipment
and end of life vehicle schemes, cleaning and waste collection for
municipalities or multi-services outsourcing solutions for a wide
range of customers.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- EUR139.7 million of lease liabilities excluded from the total
    debt amount for FY20.

-- EUR54.5 million of right-of-use depreciation and EUR2.3
    million interest for leasing contracts treated as operating
    expenditure, reducing EBITDA in FY20.

-- EUR180.3 million of factoring added to Fitch adjusted debt for
    FY20; movement in factoring balance from the previous year was
    reversed in working capital.

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.


PAPREC HOLDING: Moody's Alters Outlook on B2 CFR to Positive
------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating, the B2-PD probability of default rating as well as the B2
rating (LGD4) of the EUR800 million worth of backed senior secured
notes due 2025 (consisting of fixed and floating rate notes) issued
by Paprec Holding. At the same time, the agency changed the rating
outlook to positive from stable.

RATINGS RATIONALE

RATIONALE FOR POSITIVE OUTLOOK

The change in outlook to positive reflects Paprec's improved
financial performance over the last two years and Moody's
expectations that this trend will continue over the next 18-24
coming months, so that there is an increased likelihood that the
company will achieve financial metrics commensurate with a B1
rating in due course. An upgrade to a B1 rating would require a
Moody's adjusted gross debt/EBITDA ratio below 5.0x on a
sustainable basis and Moody's adjusted EBIT/interest expense ratio
increasing towards 1.5x.

The outlook change to positive also takes into account the expected
improvement in Paprec's business risk profile following the
recently announced acquisitions of two French waste-to-energy
companies. Upon completion of these transactions, Paprec will
further diversify the group's expertise into incineration, the
third segment of waste management which the group had not fully
developed so far, in addition to its existing collection, recycling
and landfill activities. Paprec will also slightly reduce its large
exposure to industrial and commercial customers since
waste-to-energy activities are mostly contracted with
municipalities and local authorities.

Governance considerations are incorporated into the rating. More
particularly, the positive outlook also captures the group's
conservative dividend policy and its large cash balance, as well as
the management's commitment to focus on the integration of those
acquisitions and not to explore any other M&A opportunities which
would result in a substantial rise in the leverage over the next 18
months.

Paprec has enjoyed steady earnings growth since 2019, despite the
French macro-economic downturn induced by the pandemic and low
commodity prices. This is a consequence of (1) successful contract
renegotiations initiated over the second half of 2018 to pass
through commodity price volatility to customers; (2) the rising
diversification of earnings through the acquisition of Coved in
2017 which has reduced the group's exposure to macroeconomic
cyclicality and broadened Paprec's skills in landfill; and (3) the
group's rapid adjustment of costs in 2020 to mitigate the 9%
revenue decrease induced by lower volumes of treated waste.

Moody's expects Paprec to further improve its financial metrics
with a ratio trending toward 5.0x by 2022, including the two
acquisitions which will be closed over summer 2021. Moody's
estimates that cash generation growth will result from (1) the
current supportive momentum boosted by the recent rise in
commodities prices, including cardboard prices, which reflects
sustainable growth demand in Europe; (2) the economic recovery
expected in France over 2021-22 following the pandemic which will
support waste volumes and (3) the new businesses' positive
contribution from 2021.

Over the first semester of 2021, Paprec signed agreements to
acquire two companies specialised in the waste to energy segment,
CNIM O&M and Dalkia Wastenergy for a cumulative cash consideration
of c. EUR190 million. Paprec expects to close the two transactions
over summer 2021. CNIM O&M maintains 12 energy-from-waste
conversion plants, or incinerators (materials, organic and energy)
and biomass-fueled energy production plants since 1969, in France,
in the UK and in Azerbaijan. In 2020, the company reported pro
forma sales of EUR69 million. Dalkia Wastenergy designs, builds and
currently operates 27 facilities located mainly in France, but also
in Great Britain and Canada. The group specialises in waste
recovery serving mostly local authorities (c. 90% of revenue) and
industrial customers (the remaining 10%). In 2020, Dalkia
Wastenergy generated c. EUR195 million of pro forma revenue.

RATIONALE FOR AFFIRMATION OF PAPREC'S RATINGS

Affirmation of the B2 CFR reflects (1) Paprec's strong presence in
recycling in its domestic market as well as its well-spread network
of processing and recycling sites across the French territory,
which creates barriers to entry; (2) the underlying positive
structural dynamics, supported by stricter regulations which will
keep favoring recycling or incineration of waste, at the detriment
of landfilling; (3) the rising earnings diversification provided by
the sound municipal waste division since the acquisition of Coved
in April 2017, as well as the robust waste-to-energy activity
development upon the closing of the two pending acquisitions; and
(4) the steady margins that the company is able to achieve through
protective indexation clauses in its waste collection contracts,
which limits the strain from volatile raw material prices.

These factors are balanced by (1) the group's high leverage
(defined as Moody's-adjusted gross debt/EBITDA); (2) its dependence
on the economic and regulatory environment in France, representing
over 97% of its sales in 2020; (3) the environmental and
reputational risks related to its landfill activities (around 6% of
revenue), which are under increased regulatory scrutiny; (4) its
exposure to fluctuations in volumes driven by the prevalence of
industrial customers (c. 90%-95% of revenue); and (5) future
exposure to CO2 regulation upon completion of the two acquisitions
in waste to energy.

STRUCTURAL CONSIDERATIONS

Paprec's B2 CFR is assigned at the holding company level. As of the
end of May 2021, Paprec's capital structure comprised EUR800
million of senior secured notes, a EUR144 million State guaranteed
loan and a EUR200 million super senior revolving credit facility
(RCF), all of which are issued/borrowed at the same holding company
level. Although the senior secured notes rank pari passu with the
RCF, the RCF has priority in case of collateral enforcement. The B2
rating assigned to Paprec's senior secured notes is in line with
the company's CFR despite the relative ranking of its senior
secured notes as set out in the intercreditor agreement, whereby
the notes are contractually subordinated to the RCF with respect to
the collateral enforcement proceeds, reflecting expected modest
subordination.

The notes and the super senior RCF benefit from the same guarantor
package, including upstream guarantees from some of Paprec's
operating companies (excluding Coved), representing around 56% of
the company's EBITDA. Both the senior secured notes and the RCF are
secured, on a first-priority basis, by the same collateral,
essentially comprising pledges on stock, bank accounts and
intercompany receivables of a number of Paprec's operating
companies.

The company's CFR and PDR are aligned, reflecting Moody's
assumption of a family-wide 50% recovery rate as is customary for
capital structures with a mix of bond and bank debt, notably in
Paprec's case with a sizeable EUR200 million covenanted revolving
credit facility (the RCF). The capital structure is covenant-lite,
with only a springing covenant in the RCF protecting creditors,
albeit with ample capacity. This covenant is tested on a
semi-annual basis only if RCF outstandings are equal to or greater
than 50% of the overall commitment.

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

The ratings could be upgraded if leverage defined as Moody's
adjusted gross debt/EBITDA reduces below 5.0x on a sustainable
basis and Moody's adjusted EBIT/interest expense increases towards
1.5x. In addition, Moody's would expect the group to maintain
positive free cash flow generation and an adequate liquidity
profile.

Paprec's ratings could be downgraded if leverage remains
sustainably above 6.0x; if free cash flow generation turns negative
over a prolonged period of time; or if its liquidity profile
weakens.

Headquartered in Paris, France, Paprec Holding (Paprec) is a
pure-play integrated recycling company, which is mainly focused on
the collection of nonhazardous waste from private and municipal
entities and the transformation of the waste into secondary raw
materials, mostly in France. In 2020, the group reported revenue of
EUR1,339 million and EBITDA of EUR249 million.

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in April 2018.


PARTS HOLDING: Moody's Confirms B3 CFR Following IPO Withdrawal
---------------------------------------------------------------
Moody's Investors Service has confirmed the B3 corporate family
rating and B3-PD probability of default rating of car parts
distributor Parts Holding Europe S.A.S (PHE or the company).
Concurrently, Moody's has also confirmed the B3 ratings on the
existing guaranteed senior secured notes issued by Parts Europe
S.A. The outlooks have been changed to stable from rating under
review.

This concludes the review for upgrade that was initiated on May 31,
2021.

RATINGS RATIONALE

The rating action is driven by PHE's announcement on June 2, 2021
that it withdrew its proposed IPO on the Euronext Paris stock
exchange due to current adverse market conditions.

The B3 CFR with a stable outlook reflects Moody's expectations that
continuing improvements in revenues and earnings over the next
12-18 months will lead to credit metrics more commensurate with a
B3 CFR, notably Moody's-adjusted debt/EBITDA of 6.5x or below and
continued positive Moody's-adjusted free cash flow. This level of
leverage will be towards the higher end of the parameters set for a
B3 CFR, and will weakly position the company at this rating level.
Debt-funded acquisitions could also hinder the pace of deleveraging
but the rating agency expects the company to focus on small bolt-on
acquisitions which will not materially increase leverage.

Moody's continues to view PHE's liquidity as adequate and expects
the company to generate positive free cash flow over the next 12-18
months although at lower levels than in 2020 due to the unwinding
of deferred social charges and tax payments. Moody's also views
refinancing risk with respect to the remaining EUR304 million
senior secured notes due in May 2022 as low, given the improving
trading and credit metrics as well as the announcement by the
company that it has secured a committed bridge facility to
refinance in full the 2022 notes. If the bridge is eventually drawn
to refinance the 2022 notes, it will rank pari passu with the
existing 2025 notes, and have the same maturity, security, and
guarantees.

The CFR also incorporates the resilient nature of the company's
operating performance through economic cycles. This is because the
light vehicle aftermarket sector in the countries where the company
operates has historically been more resilient to economic downturns
than sales of new vehicles. The current market environment,
characterized by a broadly stable car parc size of vehicles older
than four years provides greater stability to the independent
aftermarket (IAM) channel than the original equipment suppliers
(OES) channel, which is closely linked to new vehicle
registrations.

LIQUIDITY

Moody's views PHE's liquidity as adequate. As of March 31, 2021,
the company had cash balances of EUR157 million. The EUR100 million
RCF was fully undrawn, of which EUR78 million can be used for cash
drawings. The company also has access to factoring facilities of
EUR248 million in aggregate as of March 31, 2021 (on- and
off-balance sheet). Around EUR115 million of the factoring
facilities was utilized at year-end 2020, and of this amount EUR92
million was utilized on a non-recourse basis.

Moody's expects the company to maintain sufficient headroom under
the springing financial maintenance covenant, which applies to the
RCF, and which is set at 0.7x super senior net leverage when the
RCF is drawn by 35%. A breach of this maintenance covenant triggers
a draw-stop, but not an event of default.

The nearest debt maturities are the non-recourse factoring
programme with Factofrance (EUR109 million outstanding as of March
2021) and the EUR100 million super senior revolving credit facility
(RCF), which expire in January 2022 if the 2022 notes are still
outstanding by then. If the bridge that the company intends to put
in place is eventually drawn to refinance the 2022 notes the
maturity of the factoring programme and the RCF will be extended to
January 2024 and July 2025 respectively.

STRUCTURAL CONSIDERATIONS

The B3 ratings on the guaranteed senior secured notes is at the
same level as the CFR reflecting the relatively small quantum of
super senior debt ranking ahead, namely the RCF and the French
state-guaranteed loan. While the RCF and the French
state-guaranteed loan benefit from the same security package as the
notes (i.e. shares, bank accounts and intercompany receivables),
they will rank ahead of the notes in an enforcement scenario under
the provisions of the intercreditor agreement. Also, the
obligations of the notes' subsidiary guarantor are capped at EUR330
million.

RATING OUTLOOK

The stable outlook assumes that PHE's earnings will continue
improving over the next 12 to 18 months, leading to deleveraging to
around 6.5x in 2022 and continued positive free cash flow before
the unwinding of deferred social charges and tax payments.

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

Moody's will consider upgrading the ratings if a continued
improvement in operating performance leads to Moody's-adjusted
debt/EBITDA reducing to below 6.0x, Moody's-adjusted EBITA/interest
increasing above 1.5x, and the company maintains a solid liquidity
profile including positive Moody's-adjusted free cash flow / debt
of around 5%.

Negative rating action could materialize if the company fails to
sustain the recent improvements in operating performance and cash
flow generation, or liquidity materially weakens. This would be
evidenced by Moody's-adjusted debt/EBITDA remaining sustainably
above 7.0x, weak Moody's-adjusted EBITA/ interest cover of around
1.0x, or sustained negative free cash flow.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.

COMPANY PROFILE

Headquartered in France, Parts Holding Europe S.A.S is a leading
aftermarket light vehicle (LV) spare parts distributor and truck
spare parts distributor and repairer in France, Benelux, Italy, and
Spain. It also owns Oscaro, the leading online car parts retailer
in France, since November 2018. The company generated revenue of
around EUR1.8 billion in 2020.


SOLINA GROUP: Moody's Assigns First Time 'B2' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service has assigned a first-time B2 corporate
family rating and B2-PD probability of default rating to Solina
Group Holding, a leading ingredients and seasoning solutions
provider to the food industry headquartered in France.
Concurrently, Moody's has assigned B2 ratings to the EUR567.5
million senior secured term loan B and to the EUR100 million senior
secured revolving credit facility borrowed by Powder Bidco S.A.S, a
fully owned subsidiary of Solina, and the top entity of the
restricted group. The outlook on all ratings is stable.

Proceeds from the term loan together with equity contribution
(including preferred shares and convertible notes that receive
equity treatment under Moody's methodologies) will be used to
finance the acquisition of the company by a new fund managed by
Astorg, to repay the company's existing debt and to pay transaction
fees and expenses. The acquisition is still pending regulatory
approvals and is expected to close in Q3 2021.

"The B2 rating assigned to Solina balances the stable, albeit
mature, nature of the food industry, the company's leading position
as key supplier of ingredients and seasoning solutions across
Europe and its good track record of generating stable operating
margins and free cash flow, with its relatively high financial
leverage and acquisition appetite that might constrain any
significant deleveraging," says Paolo Leschiutta, a Moody's Senior
Vice President and lead analyst for Solina.

"The stable outlook assumes that the company's Moody's adjusted
leverage will remain around 6.5x over the next 2 to 3 years and
that any debt-funded acquisition activity will not result in a
prolonged increase in financial leverage," adds Mr. Leschiutta.

RATINGS RATIONALE

Solina's B2 CFR is supported by the company's leadership position
as a provider of savoury food seasoning solutions in a number of
European countries, its loyal and diversified customer base which
includes food manufacturers, food service companies, butchers and
retailers, and its good diversification in terms of end markets,
including meat, fish, snacks, vegetables, ready meals and culinary
products such as sauces, coating and soups. European customers
generate 79% of group revenues, although the company is well
diversified within Europe, with the largest market being France
contributing around 16% of sales.

Solina's rating is constrained by its modest size compared to some
of its customers and some of its global competitors, the mature
nature of the food industry, particularly in Europe, which is
growing in the low to mid-single digit rates and its exposure to
commodity price volatility. In addition, the company is exposed to
the food service industry, which currently remains disrupted by the
Coronavirus pandemic and associated mobility restrictions in some
European countries.

Following the change of ownership and pro-forma for the new capital
structure, Moody's expects that the company's Moody's adjusted
gross debt to EBITDA will be around 6.8x. The rating agency,
however, expects some gradual deleveraging on the back of synergies
from acquisitions completed in 2020 and lower one off costs,
leading to a gross leverage of around 6.5x over the next 12 to 18
months, which is seen as high for the rating leaving modest
headroom for underperformance.

Moody's expects Solina to continue to generate positive free cash
flow, which somewhat mitigate its high leverage and the event risk
associated with additional M&A activity. Moody's recognizes that
the company has a track record of growing through acquisitions, but
it has maintained a broadly stable financial leverage while
generating some, albeit modest, synergies and cross selling
opportunities.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Solina has modest environmental risks which are mainly related to
the sustainability of procurement of certain raw materials, but
Moody's expects these risks to remain manageable at this stage.
Solina's focus on mature categories exposes it to potential changes
in consumer behavior but these can also translate into
opportunities as consumers shift towards healthier food standards.

Moody's regards the coronavirus outbreak as a social risk given the
substantial implications for public health and safety. Renewed
prolonged lockdown measures, together with the potential for new
waves of cases globally, might affect the company's cash generation
over the coming six to 12 months.

Following the acquisition by funds managed by Astorg, Moody's
expects Solina to maintain a high level of tolerance for leverage,
in line with private equity ownership, as well as appetite for
small, debt-funded acquisitions.

LIQUIDITY

Solina has a good liquidity, supported by Moody's expectation of
positive free cash flow on an ongoing basis and the new EUR100
million revolving credit facility due in December 2027, which
Moody's expects to be undrawn following the implementation of the
new capital structure, and approximately EUR35 million of initial
cash on balance sheet.

Solina's liquidity is also supported by Moody's expectation that
the company will maintain sufficient capacity under its single net
leverage covenant which the company expects to set at around 10.0x,
offering plenty of headroom against the opening leverage of 5.8x
pro-forma for the new capital structure. In addition the covenant
is only applicable to its RCF and tested when drawings exceed 40%.

STRUCTURAL CONSIDERATIONS

Moody's has assigned the CFR to Solina Group Holding, as it will be
the only entity within the group providing consolidated financial
statements on an ongoing basis. The B2 ratings on the debt
instruments at Powder Bidco reflect, among other things, that there
will not be material differences between the financial statements
of Solina Group Holding and those of Powder Bidco and that
guarantors of Powder Bidco senior debt will represent 80% of the
restricted group EBITDA. In the absence of an ongoing obligation to
provide reconciliation between the financial position of the two
entities, the rating is based on the expectation that Moody's will
receive audited standalone financial statements for the different
group entities.

The B2 ratings on the new EUR567.5 million senior secured term loan
B and the EUR100 million senior secured revolving credit facility
reflect the fact that the two instruments are part of the same
facility, are pari passu sharing the same priority of ranking in
the capital structure and benefit from the same guarantee and
security package. Moody's has assumed a 50% family recovery rate,
as it is standard for capital structures that include first lien
bank debt with a springing covenant only. The security package is
weak, as the bank facilities are secured mainly by share pledges,
but they are guaranteed by subsidiaries representing at least 80%
of the group's EBITDA.

Moody's excludes from the company's adjusted financial leverage
calculation the preference shares and the convertible notes due in
2031 that meet the rating agency criteria to receive equity
treatment.

RATIONALE FOR STABLE OUTLOOK

The rating is currently weakly positioned in light of the high
leverage. The stable outlook reflects Moody's expectation that the
company will maintain its current operating performance over the
next 12-18 months, successfully integrating recent acquisitions.
The stable outlook also reflects Moody's assumption that any
debt-funded acquisition activity will be bolt-on in nature and will
not significantly increase leverage.

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

Positive pressure on the rating could materialise if Solina were
to, on a sustained basis, maintain a Moody's-adjusted EBIT margin
in the mid-teens and achieve a Moody's-adjusted debt/EBITDA below
5.5x, whilst generating positive free cash flow and maintaining a
good liquidity profile.

Conversely, Moody's would consider downgrading Solina's rating if
the company's liquidity profile and credit metrics deteriorate as a
result of a weakening of its operational performance, acquisitions,
or a change in its financial policy. Quantitatively, negative
pressure could materialise if Moody's-adjusted EBIT margin falls
towards 10%, if Moody's-adjusted debt/EBITDA ratio rises towards
7.0x, or free cash flow is negative.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Solina Group Holding

LT Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Issuer: Powder Bidco S.A.S.

Senior Secured Bank Credit Facilities, Assigned B2

Outlook Actions:

Issuer: Solina Group Holding

Outlook, Assigned Stable

Issuer: Powder Bidco S.A.S.

Outlook, Assigned Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Brittany, France, Solina is a seasoning solutions
provider for the food industry. The company mainly provides
culinary solutions to improve taste and appearance of food and
functional solutions to improve the taste, texture, shelf life and
stability of meat products. It is also active in the professional
and food service markets and offers nutrition products, food
supplements and health foods for high protein/low calories food and
beverages.

In 2020, the company generated EUR533.4 million of revenue and
EUR88.7 million of EBITDA, pro-forma of the twelve months
contribution from the companies acquired in 2020. The company is
currently in the process of being taken over by funds managed by
Astorg, a European private equity group.




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ELLAKTOR SA: Fitch Lowers LongTerm IDR to 'B', Outlook Negative
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Fitch Ratings has downgraded Ellaktor S.A.'s Long-Term Issuer
Default Rating (IDR) and Ellaktor Value PLC's EUR670 million notes
to 'B' from 'B+'. The Outlooks are Negative.

RATING RATIONALE

The downgrade reflects continued cash leakage to support recurring
losses from unrestricted subsidiaries outside of the restricted
group (RG) and more specifically to Ellaktor's sister construction
company, Aktor Construction. These actions represent a weakening of
a prudent financial policy despite the strength of the ring-fence.
Fitch believes that ELLAKTOR's RG deleveraging may take longer than
initially envisaged. However, the continued solid liquidity
position of the RG and the absence of immediate refinancing needs
are positive for the rating.

The 'B' ratings reflect Ellaktor's diversified infrastructure
business risk profile, with activities concentrated in Greece. Toll
roads generated 60% of the consolidated RG EBITDA in 2020, with the
remainder generated by renewable energy projects (wind farms) and
the environmental division (waste management).

The corporate high-yield debt structure provides some protection in
the form of ring-fencing and covenants. The ring-fencing gives some
protection against contagion from the restructured Moreas motorway
and Ellaktor's construction business, which has a history of
volatile profitability. Fitch expected the construction activities
to be downsized faster. The residual exposure to the construction
activities has increased as the company has continued to use cash
flows to support the construction business.

The Negative Outlook reflects limited visibility on the path of
traffic and revenue recovery, in addition to the uncertainties
brought by the upcoming termination of Attiki Odos concession in
September 2024, which could put pressure on Ellaktor's RG credit
profile. Fitch assumes traffic will recover to 2019 levels by early
2023, only one year ahead of concession maturity. If the severity
and duration of the pandemic are longer than expected, Fitch will
revise its rating case accordingly.

KEY RATING DRIVERS

Rating Approach

Fitch rates Ellaktor and the notes using Fitch's Infrastructure and
Project Finance Rating Criteria. Fitch uses analytical elements of
the Toll Roads, Bridges and Tunnels Rating Criteria as well as the
Renewable Energy Project Rating Criteria. Fitch assesses the
business risk profile using the volume risk and price risk
assessments for both concessions and renewables including the
environmental business segments and set overall leverage guidance
for the RG considering both criteria (mainly toll roads) and peer
comparison. In addition to revenue risk (including volume risk and
price risk), Fitch has identified infrastructure development and
renewal and debt structure as key rating drivers.

Concessions Revenue Risk

Essential Infrastructure but High Volatility Traffic - Revenue Risk
- Volume: Midrange

The concession business generates 60% of the RG's EBITDA and is
underpinned by toll road concessions in Greece. Most of its cash
flows are generated by Attiki Odos - a crucial ring-road around
Athens expiring in September 2024. Contributions from other
minority-owned concessions are currently insignificant. After its
currently ongoing expansionary phase, the Marina Alimos concession
will start contributing to consolidated EBITDA with around EUR15
million-EUR20 million per year.

Attiki Odos constitutes essential infrastructure and is the
backbone of the road network in the metropolitan area of Athens,
the economic and administrative centre of Greece. The catchment
area is well-developed but has historically underperformed. The
ring road is a mature concession but with a short tenor. Light
vehicles and commuters represent the majority of traffic. Its
peak-to-trough traffic decline of 36% puts the ring road among the
weakest of Fitch's rated toll roads in terms of traffic
volatility.

However, the severe decline was exacerbated by austerity measures
introduced following the Greek debt crisis. To date, traffic has
not recovered to its peak. The road benefits from limited
competition as inner-city roads can be heavily congested with
traffic. In addition, the ring road acts as the main conduit
between central Athens and Athens International Airport.

Limited History of Tariff Increases - Revenue Risk - Price: Weaker

Tariffs on Attiki Odos are subject to an inflation-linked cap but
with a limited history of increases. The flat historical toll rates
reflect the challenging economic environment since the introduction
of the first austerity package in 2010, which led to a substantial
reduction in traffic.

Although the ring road is free to set its toll rates up to the cap,
there is some (contained) political interference. Improving
employment, rising disposable income and moderate fiscal loosening
assuming the current global health crisis eases and the vaccination
programme is rolled out could support potential tariff increases.

Renewables Revenue Risk

Strong Portfolio Performance -Revenue Risk - Volume Risk: Midrange

The difference between the P50 and the 1YP90 forecasts is 14% in
operating projects. The portfolio's historical performance has been
robust, performing slightly below 1YP90 estimates in only one year,
and the portfolio effect (i.e. lower production in one project
partially mitigated by higher production in other projects) will
mitigate any underperformance in wind farms. The overall assessment
of volume risk for the portfolio is 'Midrange' given the difference
between P50 and 1YP90. The higher degree of production uncertainty
in new projects is partially offset by the strong performance of
the current portfolio, as well by the potential portfolio effect.

Fixed tariffs funded by consumers - Revenue Risk - Price Risk:
Stronger

The renewable energy projects of the portfolio have two different
types of remuneration. The oldest projects receive fixed
feed-in-tariffs (FiTs), while the remainder receive
feed-in-premiums (FiPs). All except one project originates from the
pre-auction period (before 2017) with tariffs of around EUR90/MWh,
fixed during the entire life of the power purchase agreements
(PPAs) signed with the market operator. The framework relies on the
pass-through to end-consumers, and therefore is assessed as
systemic risk. The portfolio mostly comprises wind farms, with only
one PV solar plant (2MWs) and one hydro (5MW) project in the
portfolio. Only projects on the islands (9MWs) are exposed to
curtailment due to grid instability.

The electricity system in Greece was previously subject to
retroactive measures to reduce tariffs, with the aim of eliminating
the renewables system deficit. The measures achieved their
objective, and the deficit used to pay renewables in Greece has
disappeared. While wind farms were affected by these measures, the
effect was smaller than for other technologies. Projects suffered
tariff reductions, but received extended PPAs in some cases.

Well-Maintained, Renewable Capacity Expansion - Infrastructure
Development and Renewal: Stronger

Attiki Odos is a modern motorway with high safety standards and
sufficient capacity to accommodate forecast traffic. Its
maintenance and capex planning are well-defined. The two priorities
of the investment policy are concessions and renewables. Both are
capital-intensive and have high initial capital requirements. The
majority of the capex relates to the building-out of the wind farm
portfolio and the Marina Alimos concession with a peak of capex
cycle in 2021-2022. Most of the wind farms have finalised
construction and completion for the remaining 88MW is expected by
2023. The recently awarded Marina Concession also entails capex of
less than EUR90 million, evenly split throughout Fitch's rating
horizon. Capex is funded mainly through debt and operating cash
flow.

Corporate High-Yield Structure - Debt Structure - Midrange

The rated senior unsecured notes are issued within a high-yield
corporate structure with some protection to the noteholders from
ring-fencing and covenants. These covenants limit the RG's ability
to incur further debt, pay dividends or make inter-company
payments, all subject to certain baskets. However, the covenant
package is looser than in traditional project-finance structures.
The financial documentation allows the provision of performance
guarantees in favour of Ellaktor's construction business but only
for projects that the RG will directly benefit from.

The notes effectively rank pari-passu with Ellaktor's other debt
(related to renewables and Marina Alimos) and all the debt of the
guarantors in right of payment. However, the notes are subordinated
in terms of the security provided to the benefit of the debt used
for developing renewable projects. The notes are also structurally
subordinated to the debt of the non-guarantor subsidiaries, which
typically feature non-recourse project-finance debt.

The notes are bullet and exposed to refinancing risk. The
proportion of bullet debt on the RG's total debt is around 64% as
the remainder is fully amortising. The debt is partially exposed to
interest-rate risk as only the notes are fixed-rate and the other
debt is almost entirely floating.

FINANCIAL PROFILE

ELLAKTOR's RG leverage profile is uneven, peaking at the two ends
of the rating horizon, due to Covid-19 effects and the maturity of
Attiki Odos by 2024. Under the Fitch base case (FBC) and rating
case (FRC), Fitch expects projected five-year average
Fitch-adjusted net debt/EBITDAR for RG to reach 4.5x and 5.2x,
respectively. This represents an increase of leverage of around
0.7x compared with Fitch's previous forecast in March 2020.

Leverage peaked in 2020 with 6.3x and will remain elevated under
the rating case as the company completes its renewable investment
program and traffic in the concession segment recovers from
Covid-19 pandemic effects and economic disruption. Thereafter,
Fitch expects the company to embark on a deleveraging path in line
with the shortening of the remaining life of its main toll road
concession (Attiki Odos) and renewable portfolio, towards 4.4x in
2023. However, Fitch now expects the deleveraging profile to last
longer than Fitch's initial expectations and Fitch-adjusted net
debt / EBITDAR for the RG exceeds 4.0x in 2023 in the FRC.

PEER GROUP

French concessions and construction company Vinci S.A. (A-/Stable)
and the Italian toll road operator and construction company ASTM
S.p.A. (BBB/Rating Watch Negative) are the closest peers.

Vinci's key activities mainly include toll road and airport
concessions and construction. The toll roads and airports generate
the majority of the group's EBITDA. Its toll road network is
considerably larger than the single asset managed by Ellaktor. In
addition, Vinci's consolidated leverage is lower, averaging 3.4x in
2021-2025, although this is partially offset by the greater
volatility of the contracting business.

ASTM is the second-largest Italian toll road operator in wealthy
north-west Italy with modest exposure to engineering and
construction business. Its average concession tenor is eight years
without considering recent awards to the group, longer than
Ellaktor's mature concession Attiki Odos, which will expire in
2024.

RATING SENSITIVITIES

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

-- Quicker-than-assumed recovery from the pandemic shock
    supporting a deleveraging path consistent with achieving
    Fitch-adjusted net debt/EBITDAR for the restricted group of
    around 4.0x by 2023 would allow us to revise the Outlook to
    Stable;

-- Renewal or extension of Attiki Odos concession.

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

-- Fitch-adjusted net debt/EBITDAR for the restricted group
    exceeding 5.0x in 2023;

-- A failure to manage refinancing in a timely manner;

-- Further loosening of a prudent financial policy and or
    extended support to Ellaktor's unrestricted subsidiaries.

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

Ellaktor is an infrastructure and construction group with a strong
position in Greece. The transaction's RG consists of concessions
(excluding the Moreas Motorway), renewables, and environment
business. It excludes the construction and real estate business.
Ellaktor Value PLC is the issuer and a wholly-owned subsidiary of
Ellaktor, which together with other guarantors, guarantees the
notes.

CREDIT UPDATE

Performance Update

Attiki Odos traffic was impacted by coronavirus-induced mobility
restrictions. The 2020 traffic decline was 24%, while revenues were
down by 21%. Total traffic decline was in line Fitch's expectations
of 25%. Tariffs remained flat in 2021. Toll road traffic is showing
recovery, with a positive trend during recent weeks. Comparing
January to May 2021 with the same period in 2019, the decline is
only -0.1%.

Aktor concessions signed the 40+10 year concession for the Alimos
Marina concession, which is the largest in south-east Europe.
Ellaktor reached financial close in 2020 and debt is partially
drawn.

EBITDA in 2020 decreased by 11% yoy. Despite the traffic reduction
in the toll roads, the renewable division partially offset the
decline as more windfarm assets were connected to the grid.

Adequate Liquidity and No Immediate Refinancing needs

Ellaktor RG's liquidity position is adequate for the next three
years as the company has no significant upcoming debt maturities
until 2024. Although Ellaktor's debt in renewable and environment
segments amortises (around EUR35 million for the remainder of 2021
and EUR39 million for 2022), the company has no material
refinancing needs until 2024 when the EUR670 million notes
matures.

Dividends to Support Construction Segment

During 2020 and YTD May 2021 Fitch has monitored the evolution of
cash outflows to the unrestricted subsidiaries to find around EUR80
million in 2020 and around EUR10 million YTD 2021. These payments
are higher than Fitch's initial assumptions based on the company's
stated strategy.

Positively, Fitch notes that Ellaktor's shareholders approved a
share capital increase of EUR120 million in May 2021, of which
EUR100 million will be used to support the construction business
(Aktor, sister company outside the RG Fitch rates) and the
remaining EUR20 million will support the renewable division. The
transaction is now undergoing administrative and legal steps before
it is drawn down in full.

As an interim financing solution, Aktor entered into a bridge to
equity bond of EUR50 million. The bondholders are well known Greek
banks and one of the major shareholders of the group, Reggeborgh
Invest BV, has also participated. This underpins Fitch's assumption
of reducing support to unrestricted subsidiaries in the short to
medium term.

FINANCIAL ANALYSIS

Under the FBC, Fitch assumes Attiki Odos traffic to remain 9% below
2019 levels in 2021 following the 24% contraction in 2020, with
recovery to 2019 levels by 2022. Under the FRC, 2019 traffic levels
will be recovered by 2023. Fitch forecasts EBITDA to grow to around
EUR210 million (before minorities) by 2022 mainly driven by traffic
recovery and contributions from the renewable energy division.

The bulk of the investments related to the development of the
remaining 88MW of wind energy of Ellaktor's current perimeter and
the capex related to the recently awarded Marina Alimos concession
concentrate in 2021-2023. Fitch assumes further support to the
unrestricted subsidiaries for the remainder of 2021 and include
residual further support in 2022 in the FRC and in 2022 and 2023
under Fitch's sensitivities.

Fitch also ran additional sensitivities, testing a downside case
with a longer traffic recovery and some stresses to opex and capex
of around 5% to 7% depending on the cases. The sensitivities
demonstrate that the issuer's credit profile would be impaired
under the downside case, at a time when the maturity of its main
toll road Attiki Odos is approaching.

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 T A L Y
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ATLANTIA SPA: Moody's Affirms Ba2 CFR & Alters Outlook to Positive
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 long-term corporate
family rating, the Ba3 senior unsecured rating and the (P)Ba3
rating of the senior unsecured euro medium-term note (EMTN)
programme of Atlantia S.p.A. (Atlantia). Moody's also affirmed the
Ba3 senior unsecured ratings and the (P)Ba3 senior unsecured EMTN
programme rating of Autostrade per l'Italia S.p.A. (ASPI).
Concurrently, Moody's affirmed the Baa3 senior unsecured and
underlying senior secured ratings and the (P)Baa3 senior unsecured
EMTN programme rating of Aeroporti di Roma S.p.A. (ADR). Moody's
has changed the outlook on all three entities to positive.

RATINGS RATIONALE

The change in Atlantia's and ASPI's outlooks to positive from
developing reflects acceptance by Atlantia's shareholders of the
binding offer made by the consortium comprised of CDP Equity SpA
(the investment arm of Cassa Depositi e Prestiti S.p.A., Baa3
stable), The Blackstone Group International Partners LLP and
Macquarie European Infrastructure Fund 6 SCSp for the purchase of
Atlantia's entire 88.06% stake in ASPI. This is a step forward
towards a final resolution of the long-standing dispute between
ASPI, Atlantia and the Italian government, started after the
collapse of the Polcevera viaduct, over alleged serious breaches of
ASPI's concession contract. It reduces significantly the
probability of a more confrontational stance from the government
and the likelihood of a revocation of ASPI's concession.

The incident resulted in legal investigations and very significant
political and regulatory pressures on ASPI and Atlantia. The
government has approved a new regulatory framework for Italian
motorway concessions, resulting in a tariffs freeze on ASPI's
network and delays in the approval of its economic and financial
plan. In addition, ASPI had to incur additional costs related to
the reconstruction of the bridge and it will be subject to added
costs related to the settlement agreement and higher maintenance
requirements. Discussions between Atlantia, ASPI and the Italian
government about the future of ASPI's concession have been
difficult and -- at times -- tense; and the termination of ASPI's
concession agreement has appeared a significant risk.

After several months of negotiations, in July 2020, Atlantia, ASPI
and the government reached a preliminary agreement, which includes
the requirements for a settlement of the dispute as well as the
conditions regarding the future corporate structure of ASPI. While
there are still specific points that will need to be finalised
before the government formally withdraws its allegations against
ASPI, Moody's believes that the sale of Atlantia's stake in ASPI,
following the favourable opinion of shareholders on May 31, could
accelerate the process and increase the probability to finalise the
settlement agreement by the end of year, reducing significantly the
political pressure and downside risks for ASPI and Atlantia.

Nevertheless, the sale of Atlantia's stake in ASPI is subject to a
number of conditions precedents, such as the formal approval of
ASPI's economic and financial plan, the addendum to ASPI's
concession contract and the agreement of certain creditors to amend
the debt documentation to lift the financial guarantees and change
ownership clauses. Hence, some execution risks still remain.

Moreover, at Atlantia holding company level there are some
uncertainties regarding the use of the proceeds from the sale of
ASPI's stake, the future capital structure of Atlantia group and,
more broadly, its future investment and dividend policy. Clarity on
the above points will be necessary to assess credit quality once
the contractual linkages between Atlantia and ASPI have been
removed.

With regards to ASPI, Moody's note that there are still some
uncertainties weighting on its credit profile. These include (1)
future tariff evolution, operating expenses and investment
requirements following the application of the new regulatory
framework; (2) the final terms and conditions of the amended
concession contract; (3) the new capital structure of ASPI, its
financial policy and targeted financial leverage going forward; and
(4) the final shareholder structure of ASPI after completion of the
transaction. These are key elements that would allow for a
reposition of ASPI's ratings once the settlement agreement is
finalised, with a potential for a multi-notch upgrade.

In the case of ADR's Baa3 rating, the change in outlook to positive
from negative reflects the positive outlook of Atlantia. Over the
last three years, ADR's rating has been constrained by that of
Atlantia, even if the standalone nature of ADR's asset, its
financing arrangements and some protections included in ADR's
concession contract support a partial delinkage from the wider
group. On a standalone basis, ADR entered the coronavirus crisis
with a very strong financial profile but travel restrictions since
February 2020 have resulted in severe traffic declines at Rome
airports to the detriment of ADR's cash flow generation.
Nevertheless, Moody's expects that ADR's credit metrics will
gradually recover over the next two years, such that funds from
operations (FFO)/debt ratio will be at least 15% by year-end 2023,
which is more commensurate with a higher rating level.

Overall, the credit quality of Atlantia group continues to be
supported by (1) its large size and focus on the toll road and
airport sectors; (2) the strong fundamentals of the group's toll
road network, which is diversified and comprises essential motorway
links across several countries; (3) the reasonably established
regulatory framework for its toll road operations, albeit exposed
to high political pressures in Italy; and (4) a track record of
relatively prudent financial policies. These factors are balanced
by (1) the group's fairly complex structure, with minority
shareholders and debt at intermediate holding companies; (2) the
relatively shorter average concession life of the Abertis group;
and (3) the significant amount of consolidated debt, albeit with a
strong liquidity position.

ASPI's credit profile continues to be supported by (1) the
essentiality of its toll road network, comprising more than 50% of
the country motorway system; (2) the long term concession contract
expiring in 2038; and (3) the resilient cash flow profile
demonstrated in the past. These strength are partially offset by
(1) political interference in the regulatory environment and the
uncertainties related to future toll levels; (2) ASPI's sizeable
investment programme and increasing maintenance requirements; and
(3) the downside risks linked to the consequences of the
coronavirus pandemic, which has resulted in a significant reduction
in traffic in 2020 and Q1 2021.

ADR's Baa3 rating is supported by (1) the strong fundamentals of
its airports, representing the larger airport group in Italy and
the seventh in Europe; (2) the strength of its service area and
favourable competitive position, given that Rome is one of Europe's
major capital cities; (3) the high proportion of origin and
destination passengers, characterised by a significant component of
European travellers and leisure traffic; (4) a relatively
diversified carrier base, although with exposure to the national
flagship carrier Alitalia; and (5) the company's moderate financial
leverage and strong liquidity profile. However, ADR's fundamentals
continue to be susceptible to downside risks linked to the
consequences of the coronavirus pandemic, with highly uncertain
recovery prospects.

LIQUIDITY AND DEBT COVENANTS

At the Atlantia holding company level the liquidity position is
strong, underpinned by EUR0.8 billion of cash on balance sheet as
of March 2021 and total undrawn committed facilities of EUR1.25
billion with a final maturity in July 2023. Atlantia holding
company does not have any significant maturities until 2023.
Therefore, Moody's expects that the company will have sufficient
source of cash flows to cover all its cash requirements until at
least the end of 2022.

ASPI's liquidity position is also strong, underpinned by EUR1.8
billion of cash on balance sheet as of March 2021 and total undrawn
committed facilities of EUR750 million with a final maturity in
July 2026. Debt maturities over the next 18 months amount to EUR1.4
billion. Hence, Moody's expects that the company will be able to
cover upcoming debt repayments and other obligations with its
available resources.

ADR's liquidity position is supported by around EUR0.6 billion of
cash on balance sheet as of March 2021 and total undrawn committed
facilities of EUR250 million with a final maturity in July 2023.
More recently, in April 2021, ADR issued the first
sustainability-linked bond for EUR500 million with maturity in
2031. The next upcoming significant debt maturity is GBP215 million
Class A4 notes in 2023. Moody's expects that ADR's liquidity
position and cash flow generation will be sufficient to cover its
expenditures and debt service obligations until at least the end of
2022.

ADR's debt documentation includes two financial covenants -- net
debt/EBITDA of 4.25x and interest cover ratio of 3x -- tested
semi-annually on a historical basis. In July 2020, ADR received all
the approvals to waive its financial covenants until and including
the test date falling June 2021. More recently, the company has
received the confirmation of additional extensions of the waivers
from its banking partners until at least December 2021. While this
has negated covenant breaches in the short term, there is a
probability that ADR will require additional extension of waivers
beyond June 2022 in some of its financing agreements. The current
Baa3 rating assumes that the group will take actions in order to
avoid any debt acceleration.

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

Upgrade pressure on ASPI's ratings could develop if (1) the
economic and financial plan of ASPI is formally approved, providing
visibility over future tariff evolution, maintenance and investment
requirements; (2) the company and the government sign the addendum
of ASPI's concession contract to incorporate the new rules around
penalties and compensation under a termination scenario; and (3) it
appears that there is a high likelihood that the government will
formally approve the settlement agreement and withdraw its
allegations over serious breaches of ASPI's concession contract.

An upgrade of Atlantia's ratings could materialise once (1) there
is a high likelihood that the government will formally approve the
settlement agreement; and (2) there is greater clarity on the
implications of the sale of the ASPI stake for the group's capital
structure and credit metrics, in addition to visibility around the
future investments of the group.

An upgrade of ADR's ratings could occur following an upgrade of
Atlantia's ratings, providing that (1) the company's liquidity
position remains solid; and (2) there is high likelihood that ADR's
financial profile will gradually improve on the back of traffic
recovery over the coming three years.

Downward pressure on Atlantia's and ASPI's ratings could develop in
case (1) the settlement agreement with the government would not be
completed; or (2) the government takes detrimental actions against
the group, including the start the revocation process of ASPI's
concession.

Downward pressure on ADR's ratings could materialise in case of
negative pressures on Atlantia's consolidated credit quality. In
addition, negative pressure on ADR's rating would also result from
(1) an increased likelihood that the coronavirus pandemic will have
a more pronounced and permanent detrimental impact on traffic,
weakening the company's financial profile such that FFO/debt ratio
would remain below 10% on a sustainable basis; (2) an increased
risk of extended covenant breaches, without the corresponding
remediating actions; or (3) a significant deterioration of the
group's liquidity profile.

PRINCIPAL METHODOLOGY

The principal methodology used in rating Atlantia S.p.A. and
Autostrade per l'Italia S.p.A. was Privately Managed Toll Roads
Methodology published in December 2020.

LIST OF AFFECTED RATINGS

Issuer: Atlantia S.p.A.

Affirmations:

LT Corporate Family Rating, Affirmed Ba2

Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba3

Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Outlook Actions:

Outlook, Changed To Positive From Developing

Issuer: Autostrade per l'Italia S.p.A.

Affirmations:

Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba3

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Outlook Actions:

Outlook, Changed To Positive From Developing

Issuer: Aeroporti di Roma S.p.A

Affirmations:

Senior Unsecured Medium-Term Note Program, Affirmed (P)Baa3

Underlying Senior Secured Regular Bond/Debenture, Affirmed Baa3

Senior Unsecured Regular Bond/Debenture, Affirmed Baa3

Outlook Actions:

Outlook, Changed To Positive From Negative

Atlantia S.p.A. is the holding company for a group active in the
infrastructure sector. Its main subsidiaries include Autostrade per
l'Italia S.p.A., Abertis Infraestructuras S.A., Aeroporti di Roma
S.p.A. and Azzurra Aeroporti S.r.l. (holding company for Aeroports
de la Côte d'Azur).

Autostrade per l'Italia S.p.A. is the country's largest operator of
tolled motorways, which together with its subsidiaries, manages a
network of 3,020 km of motorways under long-term concession
agreements granted by the Italian government.

Aeroporti di Roma S.p.A. is the concessionaire for the two airports
serving the city of Rome (Fiumicino and Ciampino) which recorded
49.4 million passengers in 2019 and 11.4 million passengers in
2020.


DEDALUS SPA: Moody's Hikes CFR to B2 & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service has upgraded Dedalus S.p.A.'s corporate
family rating and Probability of Default Rating to B2 and B2-PD
from B3 and B3-PD respectively. Concurrently, Moody's has upgraded
to B2 from B3 the instrument ratings on the upsized EUR1,005
million senior secured term loan B and the EUR110 million senior
secured revolving credit facility both issued by Dedalus Finance
GmbH. The outlook was changed to stable from positive.

RATINGS RATIONALE

The upgrade of Dedalus' rating reflects the good trajectory during
2020 and Moody's expectation that the company will reduce Moody's
adjusted gross debt/EBITDA below 6.0x while maintaining FCF/debt
around 5% in the next 12-18 months. Dedalus has executed several
acquisitions over the last quarters, partially financed with equity
which should help to support further leverage improvements, once
successfully integrated. Moody's furthermore expect the company to
demonstrate a disciplined approach for new acquisitions going
forward with larger acquisition being supported by equity.

More general the B2 CFR positively reflects the company's leading
market position, with a highly stable customer base in the growing
healthcare software segment and a high share of recurring revenue;
a good diversification in terms of geographies; the ongoing market
push by regulation and shift towards technology leading to expected
market growth in the mid-single digits in percentage terms per
year; the company's consistently high margins; and its free cash
flow (FCF) generation potential, assuming there are no shareholder
distributions.

Nevertheless, the rating is constrained by a financial policy
characterized by a high leverage of around 6.0x in 2020 following
the acquisitions of Aceso, DXC's healthcare software division and
pro forma OSM and excluding the PIK note outside the restricted
group as well as the utilization of external factoring programs to
support liquidity; a competitive market environment, with Dedalus
being in an entrenched position between specialized local players
and global software providers; the risks associated with the
carveout of Aceso as well as DXC's division and its integration
into Dedalus; its generally low diversification in terms of
products compared to the wider software market.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the company
will maintain its high share of recurring revenue with stable
margins and that there will be no elevated debt-funded acquisitions
or shareholder distribution as the company deleverages. It also
reflects Moody's expectation that the company will continuously
generate positive FCF over the next few years and maintain good
liquidity.

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

Moody's might consider an upgrade if debt/EBITDA (Moody's-adjusted)
falls sustainably below 4.5x, FCF/debt (Moody's-adjusted) is
maintained above 10% and the company maintains a prudent financial
policy without any shareholder distributions and debt-funded
acquisitions.

Moody's might consider a downgrade if debt/EBITDA exceeds 6.0x for
a prolonged period, FCF/debt falls below 5% and any sign of
weakening operating performance or major customer losses, or a
deterioration in liquidity.

LIQUIDITY

Dedalus has good liquidity. It is supported by strong FCF of around
EUR76 million in 2020 and Moody's expectation that the company
maintains similar levels in the next 12-18 months. Dedalus uses
factoring programs to support its liquidity. These factoring
facilities have short maturities of up to 18 months and can lead to
liquidity need in case not being prolonged.

has access to a EUR110 million RCF, which matures in 2026 and
Moody's do not expect the company to draw down in the course of
Dedalus ordinary business. The RCF entails one springing financial
covenant at the defined net leverage level, only tested when the
facility is drawn by more than 40%. Moody's expect sufficient
headroom under the covenant test level.

STRUCTURAL CONSIDERATIONS

The senior secured term loan B is borrowed by Dedalus Finance GmbH.
Additionally, Dedalus has access to short term factoring facilities
of EUR73 million, of which EUR20 million are utilized and which are
considered debt in Moody's methodology for standard adjustments.

The RCF ranks pari passu to the senior secured term loan B and can
be drawn by Dedalus Finance GmbH, Dedalus S.p.A., Dedalus France
SA, Agfa Healthcare GmbH and Agfa Healthcare France SA as original
borrowers.

Moody's furthermore expect no cash outflow to the PIK notes which
are outside of the restricted group.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
Industry published in August 2018.

COMPANY PROFILE

Italy-based Dedalus S.p.A. (Dedalus) provides healthcare software
solutions used in hospitals and laboratories, and by general
practitioners. In December 2019, Dedalus acquired Aceso, a carveout
of the healthcare software business of Agfa-Gevaert, to become a
leading company in the main markets of the DACH region, Italy and
France. In July 2020 Dedalus acquired the healthcare software
solution business from DXC Technology expanding its operations into
the UK, Finland, Australia and New Zealand and several other
markets.

The company's self-developed software suite includes an electronic
medical record and diagnostic information system for radiologists,
laboratories, anatomical pathologists and general practitioners.
The combined group has around 6,000 employees. The solutions of the
Dedalus/Aceso business are used in more than 5,000 hospitals and
4,800 laboratories, 23,000 general practitioners and the
acquisition of DXC's division adds another 1,100 clients. The group
is owned and controlled by funds managed by Ardian, which holds
approximately 75%. The founder of Dedalus holds a minority stake of
approximately 25%.

In 2020, Dedalus generated revenue of EUR684 million and company
adjusted EBITDA of EUR169 million, pro forma for the acquisition of
Aceso and DXC's division.


MONTE DEI PASCHI: Fitch Maintains 'B' LT IDR on Watch Negative
--------------------------------------------------------------
Fitch Ratings has maintained Banca Monte dei Paschi di Siena
S.p.A.'s (MPS) ratings, including the bank's Long-Term Issuer
Default Rating (IDR) of 'B' and Viability Rating (VR) of 'b', on
Rating Watch Negative (RWN).

The RWN reflects expectations that MPS's regulatory capital
shortfall will likely materialise in 1Q22 as opposed to the
previous expectation of 1Q21. The size of the expected shortfall
has also reduced to about EUR1 billion, meaning that the breach of
Supervisory Review and Evaluation Process (SREP) requirements will
likely be absorbed by the capital conservation buffer. The breach
should be of Tier 1 and total capital requirements, but not of
common equity Tier 1 (CET1) capital. These expectations are based
on the bank's strategic plan, which assumes conservative loan
impairment charges (LICs) and restructuring charges expensed in
2021.

Short-term risks to the ratings remain and are tilted to the
downside given that the timing, structure and likelihood of success
of the bank's announced capital-strengthening, and its implications
for creditors are still uncertain. Clarity over these aspects is
necessary for the resolution of the RWN.

KEY RATING DRIVERS

IDRS, VR AND SENIOR PREFERRED DEBT

The RWN reflects MPS's expectation of a regulatory capital
shortfall by end-1Q22, as likely operating losses and restructuring
costs should erode capital, while the implementation of model
changes will inflate risk-weighted assets (RWAs). The bank's
transitional Tier 1 capital ratio of 12.2% at end-March 2021
provided a buffer above requirements of about 140bp.

MPS's VR of 'b' reflects Fitch's view that the bank still has some
near-term flexibility, including through capital-management
actions. MPS also has a clear plan to strengthening its capital
through a EUR2 billion-EUR2.5 billion capital injection, of which
Italian Ministry of Finance (MEF), MPS's largest shareholders with
a 64% stake, will be a contributor.

However, the capital strengthening and the MEF participation have
not yet been approved by the European Commission, which could
impose changes to or conditions on the proposed plan. The RWN
therefore also reflects the risk of a downgrade if the
capital-strengthening actions are approved with conditions that
could put creditors at risk or which Fitch would consider
insufficient relative to risks weighing on the bank's credit
profile at the time of approval, or if the bank is unable to
complete the envisaged capital increase in its entirety.

MPS's capital is exposed to EUR7.4 billion of gross legal claims
and threatened litigations that the bank deems probable, which
drives Fitch's ESG Relevance Score of '4' for Governance Structure.
Legal risks could be an impediment to the capital increase or
potential integration with other banks, unless they are reduced.
The Italian government is reportedly looking for ways to reduce
MPS's legal risks, for example, through the provision of guarantees
from government-owned entities.

If completed, the capital strengthening could pave the way for
MPS's integration with stronger banks. This will allow the Italian
government to divest its stake in the bank as agreed with the
European authorities.

Fitch expects the bank's operating profitability to remain negative
at least until end-2022. Similarly to other domestic banks, MPS is
likely to report large loan impairment charges (LICs) due to the
economic downturn. Revenue generation will also remain subdued due
to low interest rates, capital constrains to business growth and
MPS's limited competitive advantages. MPS's business plan includes
actions to improve profitability, including through new commercial
initiatives and cost-cutting, but benefits will take time to
materialise.

MPS's impaired loan ratio of 5.2% at end-March 2021 compares well
with the majority of higher-rated domestic peers' but remains high
internationally. MPS's asset quality has improved significantly in
recent years due to a continuous stream of portfolio sales,
improved recovery capabilities and modest impaired loan inflows.
Fitch views its impaired loan coverage of 61% as appropriate, given
its impaired loan book is skewed towards unlikely-to-pay exposures
and generally comprises recent vintages. Fitch expects MPS's
impaired loan ratio to increase over the next two years but to
remain below 10%

Funding and liquidity are rating strengths. MPS's loan-to-deposit
ratio fell below 100% at end-March 2021 following years of healthy
deposit growth. Lately, the bank also rebalanced its deposit base
in favour of retail deposits. However, MPS's funding remains
vulnerable to sudden changes in investor confidence, as evident in
intermittent, or very expensive, access to the wholesale debt
market at times of heightened market volatility. ECB utilisation is
material but not dissimilar to other domestic banks'. MPS
re-deposits the majority of such funds at the ECB, resulting in
ample liquidity buffers.

MPS's Short-Term IDR of 'B' is mapped to its 'B' Long-Term IDR.

Senior preferred obligations are rated in line with the bank's
Long-Term IDR to reflect that the likelihood of default on any
given senior preferred obligation is the same as that of the bank.
The Recovery Rating of 'RR4' reflects Fitch's expectations of
average recovery prospects, as Fitch views an intermediate
restructuring ahead of resolution, which would narrow losses for
senior bondholders, as the most likely scenario as opposed to
outright resolution.

Buffers of senior preferred liabilities are moderate and Fitch
expects them to increase as the bank builds its minimum requirement
for own funds and eligible liabilities (MREL) buffer. This, in
conjunction with existing subordinated debt and adequate capital
buffers, would allow distribution of potential losses in a
resolution across a reasonable amount of principal.

DEPOSIT RATINGS

Long-term deposits are rated one notch above the Long-Term IDR
because Fitch expects the bank to comply with its MREL requirements
over the medium term and that deposits will therefore benefit from
the protection offered by junior bank resolution debt and equity
resulting in a lower probability of default.

MPS's short-term deposit rating of 'B' is mapped to its 'B+'
long-term deposit rating.

SENIOR NON-PREFERRED (SNP) DEBT

MPS's SNP debt is rated one notch below the bank's Long-Term IDR to
reflect the risk of below-average recovery prospects, which
correspond to a Recovery Rating of 'RR5'. Below-average recovery
prospects arise from the use of more senior debt to meet resolution
buffer requirements and from the combined buffer of Additional Tier
1, Tier 2 and SNP debt being unlikely to exceed 10% of RWAs.

SUBORDINATED DEBT

MPS's tier 2 debt is rated two notches below the VR for loss
severity to reflect poor recovery prospects in resolution. No
notching is applied for incremental non-performance risk because
write-down of the notes will only occur once the point of
non-viability is reached and there is no coupon flexibility before
non-viability. Poor recoveries for subordinated bondholders in a
resolution are also reflected in the 'RR6' Recovery Rating on the
notes.

SUPPORT RATING (SR) AND SUPPORT RATING FLOOR (SRF)

The SR of '5' and SRF of 'No Floor' reflect Fitch's view that
although external extraordinary sovereign support is possible it
cannot be relied upon. Senior creditors can no longer expect to
receive full extraordinary support from the sovereign in the event
that the bank becomes non-viable.

The EU's Bank Recovery and Resolution Directive and the Single
Resolution Mechanism for eurozone banks provide a framework for the
resolution of banks that requires senior creditors to participate
in losses, if necessary, instead or ahead of a bank receiving
sovereign support.

RATING SENSITIVITIES

IDRS, VR AND SENIOR PREFERRED DEBT

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

-- The ratings could be downgraded if the planned capital
    strengthening is not executed in a way that prevents or
    swiftly remedies the bank's regulatory capital shortfall.
    Ratings could also be downgraded if such capital injection is
    accompanied by the need to impose losses on subordinated
    creditors.

-- The VR could also be downgraded if the Italian state completes
    a capital injection or provides support to MPS in other forms
    that Fitch might view as necessary extraordinary support to
    restore the bank's viability.

-- Downside risks could also arise from sustained asset-quality
    deterioration or if larger legal risks crystallise. The
    ratings remain sensitive to deterioration of the bank's
    funding and liquidity profile if, for example, MPS is subject
    to idiosyncratic stress and experiences deposit outflows.

-- The senior preferred debt rating could be downgraded below the
    Long-Term IDR and associated Recovery Rating to below 'RR4' if
    Fitch believes that the bank is at risk of being resolved
    without an intermediate restructuring that could partially
    protect senior bondholders.

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

-- Fitch would affirm the ratings if Fitch believes that MPS's
    planned capital strengthening has a high probability of being
    executed without negatively affecting senior creditors, and if
    Fitch does not view the capital-strengthening actions as a
    provision of extraordinary support required to restore the
    bank's viability. Assigning a Stable Outlook would require at
    least some progress in the execution of the bank's new
    business plan.

-- The ratings could also benefit from potential integration with
    stronger banks.

-- A positive action would also require evidence that pressures
    on asset quality that have arisen from the economic fallout of
    the pandemic are overall manageable for the bank, that
    earnings are on a path of sustained improvement and legal
    risks are significantly reduced. Continued access to wholesale
    debt markets and funding stability could also benefit the
    ratings.

DEPOSIT RATINGS

The deposit ratings are primarily sensitive to changes in the
bank's IDRs. The long-term deposit rating is also sensitive to
Fitch's expectation of MPS complying with its MREL requirements
over the medium term.

SNP

The rating of SNP is primarily sensitive to changes in the bank's
IDR.

SUBORDINATED DEBT

The rating of subordinated debt is primarily sensitive to changes
in the bank's VR, from which it is notched. The rating is also
sensitive to a change in the notes' notching, which could arise if
Fitch changes its assessment of their non-performance relative to
the risk captured in the VR.

SR AND SRF

An upgrade of the SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support the bank. In Fitch's view, this is highly unlikely,
although not impossible.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

MPS has an ESG Relevance Score of '4' for Governance Structure,
reflecting the large legal risks to its capitalisation. While the
events leading to the increase in legal risks took place in 2015,
the risk of future large litigation costs is negative for the
bank's credit profile and is relevant to the ratings in conjunction
with other factors.

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.




===========
R U S S I A
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EVRAZ PLC: Fitch Alters Outlook on 'BB+' LongTerm IDR to Positive
-----------------------------------------------------------------
Fitch Ratings has revised Russia-based steel producer EVRAZ plc's
Outlook to Positive from Stable and affirmed the Long-Term Issuer
Default Rating (IDR) and senior unsecured debt instrument rating at
'BB+'. The Recovery Rating is 'RR4'.

The Outlook revision reflects EVRAZ's resilient performance in
challenging markets in 2020, with funds from operations (FFO) net
leverage at 2.0x and positive free cash flow (FCF). It also
reflects expected improvements to financial metrics through
incremental debt reduction and better earnings prospects.

The rating of EVRAZ captures the integrated nature of its
operations, low-cost position, high self-sufficiency in iron ore
and a competitive cost profile, all of which underpin the sound
profitability of its Russian assets. Following an expected decline
to well below 1.5x in 2021, Fitch forecasts FFO net leverage to
normalise at 1.8x-1.9x over 2022-2023. Adherence to conservative
financial policies post coal-asset demerger will be positive for
the rating.

KEY RATING DRIVERS

Resilience Tested During Pandemic: Russian steel companies were
less affected by a collapse in demand in 2020, as their low-cost
position allowed them to offset weaker domestic sales with exports.
EVRAZ achieved Fitch-adjusted EBITDA of USD2.15 billion, FFO of
USD1.3 billion and FCF of USD97 million in 2020. FFO net leverage
at 2.0x remained within Fitch's sensitivities. EVRAZ in 2020
marginally increased steel production in Russia versus a global ex
China 8% yoy decline.

Earnings to Peak in 2021: Since lockdowns were eased, restart of
steel production has lagged demand recovery, which in combination
with low inventory levels, high raw-material costs and fiscal
stimulus triggered an unprecedented steel price rally. Fitch
forecasts EBITDA for EVRAZ at USD3.3 billion in 2021, assuming that
the demerger of coal assets takes place in 4Q21. Fitch recognises
that a supportive market could lead to further earnings upside.

Leverage Shows Material Headroom: Fitch estimates mid-cycle EBITDA
of USD1.9 billion (excluding coal assets), which reflects a
meaningful increase on previous forecasts. Efficiency improvements
at its Russian plants have brought EBITDA/tonne closer to earnings
achieved by higher-rated Russian peers. Fitch assumes the group
would maintain target net debt of USD3 billion after completion of
the coal spin-off (equivalent to around USD2.9 billion
Fitch-adjusted debt), which would indicate FFO net leverage of 1.9x
over the medium term.

Potential IG Rating: Bullish market conditions in 2021 will lead to
a very strong result and cash flow generation. If EVRAZ decides to
use this financial flexibility to sustainably reduce net debt
further (below Fitch-adjusted USD2.9 billion), metrics would
support an investment-grade rating.

Financial Policies Support Rating: EVRAZ is committed to a net
debt/EBITDA target between 1x and 2x on a through-the-cycle basis
together with absolute net debt of USD3 billion-USD4 billion, even
under stressed market conditions. Fitch generally expects
management to consider the medium-term commodity price environment
before proceeding with growth capex or recommending dividends above
the minimum USD150 million every half-year. All this provides
management with flexibility to vary its dividend and debt profile
through the cycle.

Market Normalisation Ahead: Fitch expects steel prices to moderate
later in 2021 and going into 2022 with supply being supported by
high utilisation of operational plants, plus by moderating demand
as the order backlog is run down and re-stocking through the value
chain completes.

Russian Steel Market: Fitch expects Russian steel demand to reach
pre-pandemic levels in 2021, supported by construction and
infrastructure spending that are aided by government stimulus. Real
GDP growth in Russia is forecast at around 3.3% for 2021 and 2.7%
for 2022. Over the medium term domestic steel demand will be
constrained by lower GDP and industrial production growth as the
government stimulus tapers off.

Government Intervention Possible: Russian domestic steel prices
have rallied in line with global benchmarks, a development that is
being closely monitored by the government. To date the country has
imposed an export duty on scrap and a small rise in mineral
extraction tax on iron ore. However, large windfall profits for
steel companies at the expense of deficit spending from the
government may lead to incremental tax measures. Fitch does not
incorporate this into Fitch's rating case.

Cost-Competitive Position: Following successful implementation of
efficiency improvements over recent years, EVRAZ's subsidiary NTMK
is now among the most efficient global plants for liquid steel and
long products (4.6mt of capacity), whereas ZSMK - another
subsidiary - is on the second quartile (6.8mt of capacity) of the
global cost curve for liquid steel on a normalised basis according
to CRU estimate. High self-sufficiency in iron ore allows the group
to capture significant value from continued tightness in the iron
ore market, a clear competitive advantage versus unintegrated
international peers.

Coal Spin-Off Rating-Neutral: The de-merger will reduce the group's
scale, diversification and raw material self-sufficiency, but also
earnings volatility. Availability of competitively priced coal on
the Russian market and expected close ties with a prospectively
independent coal subsidiary Raspadskaya will broadly mitigate the
lack of direct resource ownership. Fitch expects the spin-off to be
broadly rating- neutral. Carbon emissions for coal volumes
exceeding own requirements will be removed from EVRAZ's operational
scope.

Climate Agenda Progressing: EVRAZ aims to reduce Scope 1 and Scope
2 greenhouse gas emissions from its steel assets in Russia and the
US by 20% by 2030 (versus 2019). CIS companies generally have less
stringent targets versus European producers, which are linked to
government regulations and incentives in their domestic markets.
For EVRAZ the Asian market is more important than Europe, so that a
prospective carbon border adjustment tariff is expected to have
only a limited impact on earnings.

DERIVATION SUMMARY

Similar to PJSC Novolipetsk Steel (NLMK) (BBB/Stable), PAO
Severstal (BBB/Stable) and PJSC Magnitogorsk Iron & Steel Works
(MMK) (BBB/Stable), EVRAZ on average sits between the first and
second quartile on the global cost curve for steel-making on a
non-integrated basis. EVRAZ's NTMK plant with 4.6mt crude steel
capacity is on a par with that of peers on the lower end of the
first quartile of CRU liquid steel cost curve due to efficiency of
steel-making operations and benefits from vanadium slag by-product
credit. ZSMK is a higher-cost asset because of higher use of scrap
and pellet feed in its production process. EVRAZ's Russian steel
segment produces a comparatively high share of semi-finished
products and a low share of value-added products.

After the coal asset spin-off, EVRAZ's closest peer will be NLMK.
The companies have a similar production profile with assets located
in Russia, the US and Europe, while value is largely created in
Russia. EVRAZ has around 70% self-sufficiency in iron ore while
NLMK has around 100%. Until the demerger, EVRAZ's self-coverage of
coal requirements is around 220% while NLMK does not own any coal
deposits, but both companies have their own coking facilities. This
compares with almost full self-sufficiency at Severstal in coking
coal (80%) and iron ore (130%) and MMK at 17% and 40%
respectively.

EVRAZ's financial policies allow for higher leverage with a
targeted net debt/EBITDA between 1x and 2x on a through-the-cycle
basis, compared with 1.0x for Severstal and NLMK, and 0.5x for MMK.
Ratings of the Russian companies incorporate higher-than-average
systemic risks associated with the domestic operating environment.

Compared with international peers, Gerdau S.A. (BBB-/Stable) is
similar in scale with around 12mt crude steel output, but the
company has a more diversified footprint of operations with assets
spread across Latin America and the US. Gerdau operates over 40
mini-mills, which allow for flexibility in its operations. The
company has a dominant position in a concentrated Brazilian steel
market and has captive scrap procurement that allows it to generate
comparatively stable EBITDA/tonne over time. Gerdau has a lower
share of semi-finished products in its production profile than
EVRAZ and NLMK, but also lower profitability than integrated steel
mills. Gerdau's net debt/EBITDA is expected at around 1.5x-2x.

KEY ASSUMPTIONS

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

-- Hard coking coal price at USD130/tonne in 2021, USD135/tonne
    in 2022 and USD140/tonne in 2023 and beyond. Iron ore price of
    USD160/tonne in 2021, USD100/tonne in 2022, USD80/tonne in
    2023, USD70/tonne in 2024 and beyond.

-- Vanadium (ferrovanadium) prices at USD25/kg-USD30/kg for the
    next three years.

-- Deconsolidation of coal assets under Raspadskaya from
    beginning of 4Q21, hence cash flows of coal segment are
    incorporated into Fitch's forecast until end-3Q21.

-- Steel prices to start moderating from current peaks in 2H21
    and to normalise by 2H22.

-- Low single-digit increase in steel production until 2023.

-- Capex of around USD1 billion in 2021, including half-year
    capex of the coal segment reducing to about USD600 million on
    average in the following three years.

-- Variable dividends to maintain reported net debt at around
    USD3 billion.

-- EVRAZ receives deferred consideration for Yuzhkuzbasugol sale
    from Raspadskaya of USD917 million and dividend from
    Raspadsyaka of USD42 million in 2H21.

-- Average USD/RUB rate 74.1 in 2021, 71.5 in 2022, USD70 in 2023
    and 2024.

RATING SENSITIVITIES

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

-- FFO net leverage below 1.8x mid-cycle (FFO gross leverage
    below 2.3x) on a sustained basis together with financial
    policies that capture the scale of the group and conservative
    debt management post-demerger of coal assets;

-- FFO interest coverage above 8.0x on a sustained basis.

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

-- The rating is on Positive Outlook, making negative rating
    action unlikely at least in the short term. However, failure
    to reduce FFO net leverage below 1.8x (FFO gross leverage
    below 2.3x) on a sustained basis along with widening gap of
    EBITDA/tonne in steel production versus direct Russian peers
    would lead to the revision of the Outlook to Stable.

-- FFO net leverage sustained above 2.3x (FFO gross leverage
    above 2.8x) would lead to a negative rating action;

-- Failure to maintain neutral post-dividend FCF;

-- FFO interest coverage below 6.0x on a sustained basis.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: At end-2020, EVRAZ had USD1,627 million of cash
and cash-equivalents as well as a USD115 million asset-based
lending facility with an October 2022 maturity. A USD750 million
Eurobond that fell due in March 2021 has been pre-funded with a
USD750 million committed bank facility with international banks
(which has a three-year grace period before amortisation
commences).

The Fitch rating case assumes that EVRAZ will retain around USD300
million of free cash flow in 2021, reducing the absolute debt
quantum following completion of the spin-off of coal assets to
around USD2.9 billion, and maintain broadly neutral FCF thereafter.
Based on these assumptions EVRAZ is funded at least until
end-2023.

ISSUER PROFILE

EVRAZ is one of the leading integrated long steel producers in
Russia with 12mt of steel products output from its Russian plants
and 1.6mt from North American operations in 2020. EVRAZ is also one
of the leading metallurgical coal producers in the Russian market,
with 220% self-coverage of coal requirements of the steel business.
Coal assets are being spun-off.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- USD100 million of non-recourse factoring added to the total
    debt amount.

-- USD87 million of lease liabilities excluded from the total
    debt amount.

-- USD29 million of depreciation and USD2 million of interest for
    leasing contracts treated as operating expenditure, reducing
    EBITDA.

-- USD16 million of unamortised issue premium and USD43 million
    of derivatives hedging net debt added to the total debt
    amount.

-- USD86 million of accrued interest excluded from the total debt
    amount.

ESG CONSIDERATIONS

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




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

SANTANDER CONSUMER 2014-1: Fitch Affirms CC Rating on E Notes
-------------------------------------------------------------
Fitch Ratings has upgraded Santander Consumer Spain Auto 2014-1
(SCSA 2014) class C and D and affirmed Santander Consumer Spain
Auto 2016-2 (SCSA 2016) and Santander Consumer Spain Auto 2019-1
(SCSA 2019) notes.

       DEBT                   RATING         PRIOR
       ----                   ------         -----
Santander Consumer Spain Auto 2019-1, FT

Class A ES0305442008   LT  AA+sf   Affirmed  AA+sf
Class B ES0305442016   LT  AA+sf   Affirmed  AA+sf
Class C ES0305442024   LT  Asf     Affirmed  Asf
Class D ES0305442032   LT  A-sf    Affirmed  A-sf
Class E ES0305442040   LT  BBBsf   Affirmed  BBBsf

FTA, Santander Consumer Spain Auto 2014-1

Serie A ES0305053003   LT  A+sf    Affirmed  A+sf
Serie B ES0305053011   LT  A+sf    Affirmed  A+sf
Serie C ES0305053029   LT  A+sf    Upgrade   Asf
Serie D ES0305053037   LT  Asf     Upgrade   BBB+sf
Serie E ES0305053045   LT  CCsf    Affirmed  CCsf

FT, Santander Consumer Spain Auto 2016-2

Class A ES0305213003   LT  AA+sf   Affirmed  AA+sf
Class B ES0305213011   LT  AA+sf   Affirmed  AA+sf
Class C ES0305213029   LT  Asf     Affirmed  Asf
Class D ES0305213037   LT  A-sf    Affirmed  A-sf
Class E ES0305213045   LT  BBB-sf  Affirmed  BBB-sf

TRANSACTION SUMMARY

The transactions are securitisations of auto loans originated by
Santander Consumer, E.F.C., S.A. (SC,) a wholly-owned and fully
integrated subsidiary of Santander Consumer Finance SA (SCF,
A-/Negative/F2) whose ultimate parent is Banco Santander S.A.
(A-/Negative/F2).

KEY RATING DRIVERS

SCSA 2019 Pro-Rata Amortisation Risks Mitigated

After the revolving period expected termination in December 2021,
the securitisation notes will be repaid pro-rata until a sequential
redemption event occurs, which includes a cumulative loss trigger
greater than 1.3% of the initial portfolio balance.

As part of its surveillance review, Fitch assessed the calculations
for the cumulative loss trigger in the investor reports and noticed
that the gross cumulative defaults and recoveries amounts in March,
June and September of 2020 were incorrectly reported. The trustee
explained the incorrect amounts were driven by an IT issue that has
been resolved since December 2020, but no correction will be made
to the March-June-September 2020 reports.

Fitch received confirmation from the trustee that the cumulative
loss trigger calculation should also include revolving period asset
purchases on top of the initial portfolio balance, which is
contrary to Fitch's understanding of the documentation (ie. asset
purchases should be excluded). However, Fitch's analysis now
reflects the trustee's interpretation that leads to a later
activation of the sequential amortisation of the notes, all else
being equal. The extension of the pro-rata amortisation period has
no material rating impact.

SCSA 2014 Class D Rating Capped

SCSA 2014 class D notes' rating is capped at the issuer account
bank provider's, SCF, 'A' deposit rating, as the only source of
structural credit enhancement (CE) for this class is the reserve
fund held at the account bank. The Outlook Negative represents the
Outlook of SCF.

Stable Performance; Asset Assumptions Maintained

The portfolio's performance has remained stable since the last
rating action in July 2020. As of March-May 2021, cumulative
defaults as a share of the initial portfolio balance (defined as 12
months overdue for SCSA 2014 & 2016 and +90dpd overdue for SCSA
2019) stood at 3%, 2.5% and 2.1% for SCSA 2014, 2016 and 2019,
respectively. The three transactions have maintained a low +90 dpd
delinquency pipeline of 1.9%, 1.7% and 0.9% respectively.

Fitch has maintained its asset assumptions from the previous review
due to the macroeconomic environment for the next two years
(economic recovery but with unemployment rising temporarily in
2021) and he possible effects of the phase-out of
government-support measures on the performance of the transactions,
which are captured in Fitch's coronavirus stresses.

The asset assumptions are weighted-average remaining default base
cases for the three transactions of 6.8%, 7% and 7.1% for SCSA
2014, 2016 & 2019, respectively, considering the different
portfolio compositions. The weighted average default multiples for
SCSA 2014 and 2019 remain at 2.6x at 'A+' and 3.5x at 'AA+',
respectively, while for SCSA 2016 it has been reduced to 3.5x from
3.6x at 'AA+' to reflect the end of the revolving period. With
regard to recoveries, the weighted-average recovery base case
stands at 53.9%, 53.5% and 51.8% for SCSA 2014, 2016 and 2019,
respectively and the weighted-average 'AAA' recovery haircut at
50%.

Adequate Protection Against Credit Losses

For SCSA 2014 CE has continued to increase since the last rating
action as the transaction deleverages to 37.2%, 26.5%, 20.5% and
14.9% for the class A to D notes, respectively.

For SCSA 2016 CE has started to increase after its revolving period
terminated in February 2021, allowing the transaction to start
amortising at the last interest payment date. CE has increased to
20.7% from 17% for class A, 16.2% from 13% class B, 10.1% from 7.5%
class C, 6.7% from 4.5% class D and 3.9% from 2% for class E.

On the contrary, SCSA 2019 is still revolving (until December 2021
if no early termination event occurs) and therefore CE has remained
stable since closing. In Fitch's analysis, Fitch continues to
capture the risks associated with the remaining revolving period in
the default rate multiples and assume credit migration to the
worst-case portfolio composition.

Moreover, all three transactions benefit from significant excess
spread given the high weighted-average (WA) fixed interest rate of
the loans (around 8%) relative to the coupon paid on the notes.

Account Bank Rating Caps

SCF is the account bank for all three transactions. Under Fitch's
counterparty criteria, the ratings of the notes for SCSA 2014 are
capped at 'A+sf' based on the account bank eligibility rating
thresholds being set at 'BBB+' or 'F2. In the case of SCSA 2016 and
SCSA 2019 the ratings of the notes are capped at 'AA+sf' based on
the account bank eligibility rating thresholds being set at 'A-' or
'F1'.

Payment Interruption Risk Mitigated

For SCSA 2014 payment interruption risk is mitigated up to 'A+sf',
given the notes are rated less than five notches above SCF's
rating, which is the reference rating for SC, as Fitch expects SCF
will support its wholly-owned subsidiary SC. For SCSA 2016 and
2019, payment interruption risk is mitigated up to 'AA+sf' due to
the liquidity reserves provided by SCF, which are sufficient to
cover over three months of senior fees in line with Fitch´s
Structured Finance F& Covered Bonds Counterparty Criteria.

In the case of SCSA 2016 the liquidity reserve is equal to 1% of
the outstanding balance of the class A to E notes and will be
funded within 14 calendar days if SCF is downgraded below 'A-'. For
SCSA 2019 the liquidity reserve is a non-amortising reserve fund
equal to 1% of the initial class A to E balance that is only
available to cover interest shortfalls on the class A to E notes
according to the combined priority of payments.

RATING SENSITIVITIES

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

-- CE ratios increase as the transactions deleverage to fully
    compensate the credit losses and cash flow stresses
    commensurate with higher rating scenarios, all else being
    equal.

-- For the class A notes ratings on the three transactions,
    modified account bank minimum eligibility rating thresholds to
    be compatible with 'AAAsf' ratings as per the agency
    Structured Finance and Covered Bonds Counterparty Rating
    Criteria. This is because the class A notes ratings are capped
    at 'A+sf' (SCSA 2014) and 'AA+sf' (SCSA 2016 & 2019) due to
    the eligibility thresholds contractually defined at BBB+' or
    'F2' (SCSA 2014) and 'A-' or 'F1' (SCSA 2016 & 2019), which
    are insufficient to support a 'AAAsf' rating.

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

-- A longer-than-expected coronavirus crisis that weakens
    macroeconomic fundamentals and the credit markets in Spain
    beyond Fitch's current base case.

-- A multi-notch downgrade to Spain's Long-Term Issuer Default
    Ratings could decrease the maximum achievable rating for
    Spanish structured finance transactions to below 'AA+sf'. This
    because the senior notes of SCSA 2016 & 2019 are rated
    'AA+sf'.

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

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.

Prior to the transactions' closing, 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.

Prior to the transactions' closing, 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.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The class D notes' rating is capped at SCF's deposit rating as the
only source of structural CE for this class is the reserve fund
held at the account bank.

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.



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

DINING STREET: Cairn's Naveen Handa Acquires Richoux Brand
----------------------------------------------------------
Coreena Ford at BusinessLive reports that a Newcastle leisure
entrepreneur has snapped up a 112-year-old restaurant brand from
administrators.

Naveen Handa, of Newcastle based hotel, bar and restaurant company
The Cairn Group, has sealed a deal for the Richoux brand and
intellectual property, BusinessLive discloses.

The deal comes after the Dining Street Limited, the group which
owns Richoux Limited, Villagio and The Broadwick brands, collapsed
into administration at the start of the year when it announced it
would close its 15 sites, with the loss of around 150 jobs,
BusinessLive notes.

Richoux was launched in London in 1909 as a patisserie and
confectioner, with the original tea room being based in London's
Baker Street.  The restaurants later became owned by Richoux Group
PLC, which was listed on London's AIM market until February 2019
before returning to private ownership under Dining Street,
BusinessLive states.

Ahead of the pandemic, Richoux had restaurants in London and Port
Solent, BusinessLive relays.

According to BusinessLive, the deal was concluded by sales agents
AG&G and joint administrators from Interpath Advisory -- the former
restructuring practice of KPMG -- who were appointed over Dining
Street Limited and its two subsidiaries, Richoux Limited and
Newultra Limited.


DRAKE & MORGAN: Creditors Back Company Voluntary Arrangement
------------------------------------------------------------
Katherine Price at The Caterer reports that Drake & Morgan has
secured approval to enter a Company Voluntary Arrangement (CVA)
after 90% of creditors who voted approved the proposals.

According to The Caterer, the CVA will leave the bar and restaurant
group with 19 venues in London, Manchester and Edinburgh with three
sites permanently closing, understood to be the Allegory and the
Listing bars in London and the Refinery Spinningfields in
Manchester.  Employees from closing sites have been offered roles
in alternative venues so all jobs have been preserved, The Caterer
states.

The Caterer reported on the plans last month when the company said
it was seeking a move to a predominantly turnover-based rent model
to survive the "unprecedented and challenging" trading conditions
brought on by the pandemic.

Drake & Morgan, which was founded in 2008 and is backed by private
equity firm Bowmark Capital, reported pre-tax profits of GBP1.5
million in the year to March 29, 2020, The Caterer discloses.
Turnover was GBP50.2 million, while earnings before interest,
taxes, depreciation and amortisation (EBITDA) were GBP4.3 million,
according to The Caterer.


GAS CONTAINER: Owes GBP2.25 Million to Unsecured Creditors
----------------------------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that Gas Container
Services Ltd, a Nottingham firm which provides a range of products
and services for the testing, refurbishment, storage,
transportation and filling of gas cylinders went into
administration owing GBP2.25 million to unsecured creditors -- who
won't receive any of the cash back.

Documents seen by TheBusinessDesk.com show that administrators from
FRP Advisory, who were appointed on April 9, outline the collapse
of the hospitality as one of the main divers that Gas Container
services fell into trouble earlier this year.

The firm has also struggled to find an alternative site to trade
from after the lease with its landlord expired, TheBusinessDesk.com
discloses.  This, coupled with its bevgas business not trading with
a mothnalled hospitality industry, meant that Gas Container
Services were coming under cash pressure, with creditors on the
verge of taking action, TheBusinessDesk.com notes.

Some 50 people lost their jobs at the company when it collapsed in
April, TheBusinessDesk.com states.

According to TheBusinessDesk.com, John Lowe, partner at FRP, said
in April: "We are now looking for potential buyers of the business
as it has been unable to meet its financial obligations and has
become insolvent.  Our focus now remains on continuing efficient
communication with creditors as part of our statutory duties while
working with the staff to help them access the appropriate
redundancy support."


NEWDAY PARTNERSHIP: Fitch Withdraws B Rating on Class F Debt
------------------------------------------------------------
Fitch Ratings has withdrawn the ratings of two tranches of NewDay
Partnership Funding's (Partnership) VFN P1-V1 issuance. The
withdrawal is due to the notes' commitments being reduced to zero.

There is no impact on the ratings of the remaining notes from the
addition of Amazon Classic cards to the trust.

     DEBT                 RATING         PRIOR
     ----                 ------         -----
NewDay Partnership Funding

VFN-P1 V1 Class E   LT WDsf  Withdrawn   BBsf
VFN-P1 V1 Class F   LT WDsf  Withdrawn   Bsf

TRANSACTION SUMMARY

Partnership is a securitisation of UK credit card, store card and
instalment loan receivables originated by NewDay Ltd. The
receivables arise under a number of retail agreements, but active
origination currently takes place for co-branded credit cards under
agreements with Amazon.

Amazon Classic is a credit card product, initially launched in
4Q17, offered to customers not eligible for the Amazon Platinum
card. The latter was already eligible for the trust, and makes up
about 10% of the trust's receivables balance. The product envisages
an upgrade mechanism whereby all Amazon Classic customers are
automatically upgraded to Amazon Platinum if they make regular
purchases without arrears and without exceeding their credit limit
for 12 consecutive months. Currently, about 10% of the Amazon
Platinum receivables come from accounts upgraded from Amazon
Classic.

Fitch expects total Amazon originations to become dominant in the
trust, and no concentration covenant has been introduced.
Historical performance data on Amazon Classic indicates that its
addition will increase credit risk in the trust, as it targets
non-prime customers that have historically exhibited higher
charge-offs and lower payment rates compared with Amazon Platinum
and the other retailers.

To determine whether the addition of Amazon Classic warrants a
change to the trust's performance assumptions Fitch reviewed the
data in the context of NewDay's entire product range, including
non-prime own brand offerings. The often-observed account seasoning
effect for this product will be shaped by the product upgrade
mechanism, whereby well-performing borrowers transition out of the
Classic sub-portfolio after about a year, where they would still
contribute to overall key performance indicators at the trust
level.

Fitch also considered that the relevant steady states had been set
with the expectation of churn in the retailer partners mix and
related evolution in customer profile. Amazon Classic growing into
a substantial part of the portfolio is still consistent with
Fitch's steady states, which also aim to look through an ordinary
economic cycle. At the same time, the similarly growing share of
prime receivables arising under the Amazon Platinum cards should to
an extent dampen some of the adverse impact of the addition of
Classic. Fitch deems the other existing asset assumptions and
stresses still appropriate.

However, the assumptions do not consider the possibility that
against Fitch's expectations, this product line became the single
dominant one, further non- or near-prime partnerships were added or
other retailer receivables adversely changed their
characteristics.

Fitch has withdrawn the ratings of class E and F of the VFN-P1 V1
series as the commitments under the variable funding notes (VFNs)
have been reduced to zero, so there is no longer any rated debt
outstanding. The funding these VFN classes provided will be
replaced by an increase in the originator VFN.

KEY RATING DRIVERS

Not relevant, as the ratings of the class E and F of the VFN-P1 V1
series have been withdrawn.

RATING SENSITIVITIES

Not relevant, as the ratings of the class E and F of the VFN-P1 V1
series have been withdrawn.

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

NewDay Partnership Funding

Fitch has not conducted any checks on 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.

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.


NMC HEALTH: To Proceed with Sale of Non-Core International Assets
-----------------------------------------------------------------
Saeed Azhar at Reuters reports that hospital operator NMC will
proceed with the sale of non-core international assets despite the
planned transfer of the company's business to creditors following a
restructuring exercise, its joint administrators said.

The statement came after joint administrators from Alvarez & Marsal
said earlier this week it will shortly launch the formal voting
process to complete the financial restructuring of the NMC
business, ensuring its exit from administration in Abu Dhabi,
Reuters notes.

NMC's core assets are in the United Arab Emirates and Oman, Reuters
states. In December last year, it agreed to sell Spain-based
fertility business Eugin Group, Reuters recounts.  It also owns
Aspen Healthcare, a small private hospital chain in the UK, and has
a joint venture in Saudi Arabia with seven facilities, Reuters
states.

According to Reuters, a source said creditors would take a decision
later concerning the planned sale process for the core business in
the UAE and Oman.

NMC, which was founded by Indian businessman BR Shetty in the
mid-1970s, became the largest private healthcare provider in the
UAE but ran into trouble after short-seller Muddy Waters questioned
its financial reporting and doubts emerged over the size of stakes
owned by its biggest shareholders, Reuters relates.

NMC also disclosed more than US$4 billion in hidden debt, which led
to the London-listed NMC Health being put into administration in
April last year, Reuters notes.

Later UAE operating businesses were placed into administration in
the courts of Abu Dhabi's international financial centre ADGM,
Reuters discloses.


NOMAD FOODS: Fitch Assigns BB+(EXP) Rating on Proposed Secured Loan
-------------------------------------------------------------------
Fitch Ratings has assigned Nomad Foods Europe Midco Limited's
planned senior secured term loan an expected rating of 'BB+(EXP)'
with a Recovery Rating 'RR2'. Nomad Foods Limited's (Nomad)
Long-Term Issuer Default Rating (IDR) has been affirmed at 'BB'
with Stable Outlook.

Proceeds from the proposed debt instrument will be used to
refinance an existing euro term loan. The assignment of the final
senior secured rating is contingent on the receipt of final
documents conforming to information already received.

The single-notch uplift to the senior secured rating of 'BB+(EXP)'
reflects Fitch's view of superior recovery prospects supported by a
moderate leverage profile, which is partly offset by a lack of
material subordinated, or first-loss, debt tranche in the capital
structure.

The 'BB' IDR of Nomad reflects Fitch's expectation that the
acquisition of ice cream and frozen food business from Fortenova
Groupa d.d. will lead to only a temporary increase in leverage as
projected EBTDA growth will ensure gradual deleveraging in
2022-2023. The rating remains supported by the company's position
as the largest frozen food producer in western European and by
superior free cash flow (FCF) generation, although Fitch believes
that cash is likely to be used for bolt-on M&A strategy rather than
to repay debt.

The Stable Outlook reflects Fitch's assessment of manageable
execution risks related to the acquisition and integration of
Fortenova's frozen food business, despite it being a new market and
a new product category. It further reflects a consistent financial
policy translating into medium-term FFO gross leverage of below
5.5x. Fitch also assumes that Nomad will be able to maintain its
organic sales growth in 2021 and 2022, after it was boosted by a
change in consumption patterns due to the pandemic.

KEY RATING DRIVERS

Acquisition Exhausts Rating Headroom: Nomad's announced EUR615
million acquisition (on debt-free cash-free basis) of Fortenova's
ice cream and frozen food business in parts of south-east Europe
will exhaust the company's rating headroom over 2021-2022. Nomad
expects to complete the acquisition in 3Q21 and fund it with cash
and new debt. Fitch estimates that the deal will result in funds
from operations (FFO) gross leverage increasing towards 6x at
end-2021 (2020: 5x), assuming the acquired operations are only
consolidated for around half of the year. However, Fitch projects
deleveraging to below Fitch's negative rating sensitivity of 5.5x
in 2022, which supports the 'BB' rating.

Manageable Execution Risks: Fitch views execution risks related to
the latest acquisition as higher than Nomad's M&A transactions in
2018 and 2020 in the UK and Switzerland as the ice cream product
category and emerging markets both represent a new foray for the
company. The business model of the acquired assets is different
from Nomad's and requires investment. Nevertheless, Fitch believes
execution risks are manageable and Fitch's projections incorporate
additional capex and integration costs, and are based on
conservative revenue and EBITDA assumptions for the newly acquired
business.

Acquisition to Strengthen Operating Profile: If acquired assets are
integrated and run successfully, Nomad's business profile will
benefit from greater geographical diversification and exposure to
higher-growth markets. The company will also establish a solid base
for expansion into eastern Europe, where it had not been present
until now.

Leading European Frozen Food Producer: The ratings reflect Nomad's
business profile as the largest branded frozen food producer in
western Europe, with leading positions across markets and
categories. Its market share of 18% is more than twice as high as
its next competitor, Dr. Oetker. Nomad also ranks third in branded
frozen food globally, after Nestle SA (A+/Stable) and Conagra
Brands, Inc. (BBB-/Stable). Fitch estimates that the acquisition of
Frotenova's frozen food business will enlarge Nomad's annual EBITDA
to above EUR500 million, putting the company firmly in the 'BB'
rating category.

Moderate Diversification: Geographic diversification across western
Europe (UK, Italy, Germany, France, Sweden, Norway, Austria, Spain
and others) and across frozen food products (fish, vegetables,
ready meals, poultry, pizza) favourably differentiates Nomad from
'B' category peers. The acquisition of Fortenova's frozen food
business will expand geographical diversification to south-eastern
Europe and will add the ice cream category to Nomad's portfolio.
However, the focus on one packaged food category (frozen food) and
mostly mature markets in one geographic region means business
diversification is weaker than investment-grade packaged food
producers'.

Pandemic Boosted Sales: Nomad's sales in 2020 were boosted by
increased demand for frozen food as consumers sought convenience
and affordability and increased their at-home consumption during
lockdowns. Its organic sales grew an unprecedented 9% in 2020,
despite a decline in the food-service channel, which accounted for
only 5% of revenue in 2019. Fitch assumes that Nomad will be able
to retain new consumers, whom it acquired during the pandemic, and
therefore project organic sales growth at 1% in 2021 and 2022. This
is supported by the strength of the company's brands, innovation
capabilities and pricing power.

M&A Appetite: Fitch expects Nomad will continue consolidating the
European frozen food market through M&A, as inorganic growth
remains an important part of its strategy. Fitch assumes that Nomad
will use its accumulating cash to acquire new assets but in the
absence of M&A opportunities will return it to shareholders via
share buybacks as it did in 2020. Fitch therefore uses gross
instead of net leverage for rating sensitivities.

Strong FCF: Nomad Foods has proven its ability to generate positive
FCF, despite integration and restructuring charges related to M&A.
Healthy FCF generation reduces the need for external funding to
implement its growth strategy. Its average Fitch-adjusted FCF
margin stood at around 9% in 2017-2020 but Fitch projects a
reduction to 6%-7% in 2022-2023 due to additional capex for the
acquired business from Fortenova.

Assumed Consistent Financial Policy: The rating is premised on
Fitch's understanding that the company-calculated net debt to
EBITDA of 4.5x (2020: 2.8x), which is part of its financial policy,
is a maximum leverage tolerance rather than a leverage target.
Fitch's view is also supported by the company-calculated leverage
never having reached this threshold over the past five years,
despite M&A activity. Fitch assumes it will remain within
2.5x-3.5x, the range to which the company historically adhered.
This is in line with the parameters Fitch has set for Nomad's
rating.

DERIVATION SUMMARY

Nomad compares well with Conagra, which is the second-largest
branded frozen food producer globally with operations mostly in the
US. Similar to Nomad's, Conagra's growth strategy is based on
bolt-on M&A. The two-notch rating differential stems from Conagra's
larger scale and product diversification as the US company also
sells snacks and sweet treats, which account for around 20% of
revenue.

Despite its more limited geographical diversification and smaller
business scale, Nomad is rated higher than the world's largest
margarine producer, Sigma Holdco BV (B/Stable), which, like Nomad,
Fitch expects to deliver strong FCF. The rating differential is
explained by Nomad's lower leverage, proven ability to generate
stable profitability without execution risks, and more favourable
demand fundamentals for frozen food than for spreads.

Nomad is rated below global packaged food and consumer goods
companies, such as Nestle, Unilever PLC (A/Stable), Mondelez
International, Inc. (BBB/Stable) and The Kraft Heinz Company
(BB+/Positive), due to its limited diversification, smaller
business scale and weaker financial profile.

No Country Ceiling, parent-subsidiary linkage or
operating-environment aspects affect the rating.

KEY ASSUMPTIONS

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

-- About 1% organic revenue growth in 2021 and 2022, before
    accelerating to 2% in 2023-2024;

-- Gradual improvement of EBITDA margin towards 18% in 2024
    (2020: 17.5%);

-- Restructuring charges related to the integration of the latest
    M&A not exceeding EUR26 million in total;

-- Capex at around 4%-5% of revenue in 2022-2024;

-- No dividends; and

-- Accumulating cash used for bolt-on M&A or share buybacks in
    the absence of M&A opportunities.

RATING SENSITIVITIES

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

-- Strengthened business profile as evidenced by increased
    business scale or greater geographical and product
    diversification;

-- Continuation of organic growth in sales and EBITDA;

-- FFO gross leverage below 4.5x on a sustained basis, supported
    by a consistent financial policy;

-- Maintenance of strong FCF margin.

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

-- Weakening organic sales growth, resulting in market-share
    erosion across key markets;

-- FFO gross leverage above 5.5x on a sustained basis as a result
    of operating underperformance or large-scale M&A;

-- A reduction in the EBITDA margin or higher-than-expected
    exceptional charges leading to an FCF margin below 2% on a
    sustained basis.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: At end-2020, Nomad's liquidity was strong with
EUR335 million Fitch-adjusted cash, an available undrawn revolving
credit facility (RCF) of EUR64 million (excluding around EUR16
million bank guarantees issued for this facility) and expected
positive FCF in 2021.

Most of the company's debt matures in May 2024, supporting
liquidity over the medium term. Its debt maturity profile will
improve after the loan issue as its maturity will extend to 2028.
Liquidity will also strengthen as the company will upsize its RCF
to EUR175 million from EUR80 million and extend its maturity to
2026. Refinancing risks are low due to strong FCF and access to
diverse funding sources.

ISSUER PROFILE

Nomad is the leading branded frozen food producer in western
Europe, with a portfolio of brands within the frozen category,
including fish, vegetables, poultry and ready meals.


PATRICK PARSONS: Rcapital Acquires Business
-------------------------------------------
The Construction Index reports that consulting engineer Patrick
Parsons has been acquired by private investment firm Rcapital.

According to The Construction Index, Patrick Parsons directors say
that the company is now in a strong financial position, following
recent financial difficulties.

Patrick Parsons was bought by Lloyds Development Capital (LDC) in
2017 but financial problems led to a restructure in 2019, The
Construction Index recounts.  Part of the Patrick Parsons group
went into administration in January 2020, The Construction Index
notes.  A pre-pack deal saved the Huddersfield office but, with
debts of GBP12.2 million to LDC and GBP3 million to AIB, the
administrators found no alternative but to wind up the Newcastle
office, The Construction Index relates.

Patrick Parsons Ltd was dissolved in April 2021, The Construction
Index discloses.

The Huddersfield branch was bought from the administrators by JSA
(Huddersfield), which subsequently changed its name to PPCP Limited
was incorporated in January 2020, trading as Patrick Parsons,
according to The Construction Index.  Free of its financial
burdens, it continued to trade and has subsequently prospered, with
offices now in Birmingham, Twickenham, Aldershot as well as West
Yorkshire, The Construction Index relays.

Today the business has more than 115 staff, providing structural,
civil and geo-environmental consulting engineering services.
Clients include housing developer Berkeley Group and brewer
Anheuser-Busch InBEV.


PAYSAFE FINANCE: Moody's Gives B1 Rating on New Sr. Secured Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the proposed
$1,026 equivalent million backed senior secured notes, due 2029, to
be issued by Paysafe Finance PLC. The outlook is stable.

Proceeds from the new backed senior secured notes will be used to
refinance an equivalent amount under the existing term loans due
2025, not covered by the previously announced Paysafe Holdings (US)
Corp. senior secured dual-tranche term loan issuance, and pay
associated fees and expenses. The ratings on the existing debt
instruments will be withdrawn upon repayment.

RATINGS RATIONALE

The B1 CFR of Paysafe Group Holdings II Limited ("Paysafe" or "the
company") primarily reflects (1) its geographical diversification
of earnings, with presence across the US, Europe and Asia; (2)
sound growth prospects across its key segments; (3) positive growth
dynamics from the deregulation of online gaming in the US market;
(4) more predictable financial policy post-SPAC transaction closing
in March; and (5) good liquidity supported by a solid free cash
flow (FCF) generation and access to the new and upsized $305
million senior secured revolving credit facility (RCF).

Conversely, Paysafe's CFR is constrained by (1) its high
Moody's-adjusted gross leverage of 5.3x, pro forma for the
transaction and based on unaudited LTM March 2021 financials; (2)
the high reliance on US small and medium businesses (SMBs), where a
portion of business is secured via US independent sales
organisations (ISOs), a market subject to a high level of
competition and pricing pressure; (3) uncertainties around
macroeconomic recovery trends post-coronavirus; (4) risk that
organic deleveraging after 2021 could be slowed down by debt-funded
acquisitions as the company continues to participate in the
consolidation of the industry; and (5) socially driven regulatory
risks related to the company's exposure to online gambling.

ENVORONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Paysafe has meaningful exposure to customers in the gaming industry
which is identified as having high social risk in Moody's ESG
framework. Gambling addiction and elevated potential for crime
(such as money laundering) are generally viewed as the main drivers
of high social credit risk in the gaming sector. Another key risk
area for the sector is security of the large amounts of customer
data. The company has an established framework to manage cyber
risk, including third-party security assessments and insurance
coverage.

In terms of governance, after closing of the SPAC transaction
private equity funds CVC and Blackstone are the largest
shareholders in the company with a stake of approximately 46%. The
remaining shareholders are largely represented by private investors
and Cannae Holdings, Inc.

The financial policy of the company is expected to be more
conservative compared to the past, as evidenced by the long term
leverage target of 3.5x. Paysafe's financial policy also reflects
the company's intention to expand through acquisitions and its
history of pursuing debt-funded growth. The company has, however, a
well-defined acquisition strategy as well as a good track record of
successfully integrating acquisitions and achieving operational
efficiencies.

LIQUIDITY

Moody's views Paysafe's liquidity as good, based on the company's
cash flow generation, available cash resources of $274 million as
of March 2021 and a $305 million committed RCF (expected to be
partially drawn after the closing of the transaction), as well as a
long-dated maturity profile. The rating agency expects the company
to continue generating positive FCF through 2022, supporting the
liquidity of the business.

The RCF has a springing financial maintenance covenant (net senior
secured leverage ratio) set at 7.5x, only tested on a quarterly
basis when the RCF is drawn by more than 40%.

STRUCTURAL CONSIDERATIONS

The instrument ratings on the new backed senior secured notes will
rank in line with the CFR and the senior secured term loan/RCF,
reflecting the pari-passu nature of Paysafe's capital structure.
The instruments are guaranteed by material subsidiaries
representing a minimum of 80% of consolidated EBITDA and security
will include shares, intercompany receivables, and, solely with
respect to English guarantors, all material assets and a floating
charge over substantially all of the English guarantors' assets and
undertakings.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's view that operating performance
over the next 12-18 months will improve from 2020 levels. The
stable outlook also envisages Moody's-adjusted leverage below 5.5x,
as well as no transformational debt-funded acquisition or
shareholder distribution.

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

Upward rating pressure could arise if (1) the group maintains its
Moody's-adjusted gross leverage sustainably below 4.5x; (2)
Moody's-adjusted FCF/debt remains above 10% on a sustained basis;
and (3) the company were to demonstrate a solid track-record of
commitment to a conservative financial policy under the new
structure.

Moody's would consider a rating downgrade if Paysafe were to
continue experiencing weaknesses in its core segments after 2020 or
if it were to embark in transformational debt-funded acquisitions
or shareholder distributions. Negative pressure would arise if (1)
Moody's-adjusted leverage increases to over 5.5x on a sustainable
basis; or (2) Moody's-adjusted FCF/Debt reduces to below 5%; or (3)
liquidity weakens.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Paysafe Finance PLC

BACKED Senior Secured Regular Bond/Debenture, Assigned B1

Outlook Actions:

Issuer: Paysafe Finance PLC

Outlook, Assigned Stable

COMPANY PROFILE

Headquartered in London (United Kingdom), Paysafe is a global
provider of online payment solutions and stored-value products
operating in the United States, Europe and Asia. Over LTM March
2021, Paysafe generated net revenues and company-adjusted EBITDA of
$1.4 and $0.4 billion, respectively. Following the successful
closing of the SPAC transaction, Paysafe is listed on the New York
Stock Exchange.


SIERRACOL ENERGY: Moody's Assigns First Time B1 Corp. Family Rating
-------------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
SierraCol Energy Limited (SierraCol) and a B1 rating to SierraCol
Energy Andina, LLC's (SierraCol Andina or the issuer, SierraCol's
wholly owned subsidiary) proposed up to $500 million guaranteed
senior unsecured notes due 2028. Proceeds from the notes will be
used to refinance existing debt, pay dividends and for general
corporate purposes. The ratings are based the successful closing of
the proposed transaction and on preliminary documentation revised
by Moody's. The outlook on the ratings is stable. This is the first
time Moody's rates SierraCol.

Assignments:

Issuer: SierraCol Energy Andina, LLC

Gtd Senior Unsecured Regular Bond/Debenture, Assigned B1

Issuer: SierraCol Energy Limited

Corporate Family Rating, Assigned B1

Outlook Actions:

Issuer: SierraCol Energy Andina, LLC

Outlook, Stable

Issuer: SierraCol Energy Limited

Outlook, Stable

RATINGS RATIONALE

The B1 ratings on SierraCol and on SierraCol Andina's proposed
notes are based on SierraCol's small asset base and size of crude
oil production; high operating risk due to geographic concentration
and the mature nature of its oil and gas assets in Colombia; and
event risk related to possible acquisitions. Simultaneously, the
ratings are supported by SierraCol's high operating margins, which
derives in low debt leverage and high interest coverage ratios for
the B1 rating category; its strong management team; and the solid
sponsorship from The Carlyle Group (Carlyle), through its
international energy fund Carlyle International Energy Partners
(CIEP).

SierraCol is an exploration and production (E&P) company with
conventional onshore oil assets in the Llanos, Middle Magdalena and
Putumayo basins of Colombia. In December 2020 SierraCol's proved
reserves amounted to 88 million barrels of oil and in 2020 the
company's net production averaged 38,000 barrels per day, of which
100% was crude oil. SierraCol's reserves and production are small
compared to global E&P companies, although a reserve life of 6.5
years is adequate. It is positive that SierraCol's management team
is strong, with significant operational experience in Colombia and
overseas; management was retained after the acquisition of the
Colombian assets from Occidental Petroleum Corporation (Oxy, Ba2
negative) in 2020.

SierraCol's Moody's-adjusted EBITDA margin was strong at an average
of 66% in 2020, supported by high net backs for the crude oil and
low transportation costs. About 95% of SierraCol's production is
sold to Ecopetrol S.A. (Baa3 stable) and its refineries in
Colombia, which supports cash flow visibility. The solid EBITDA
margin will help SierraCol maintain low debt leverage at above 30%
Retained Cash Flow (RCF: cash from operations before working
capital requirements less dividends)/debt in 2022-23 and high
interest coverage at well over 12 times in the same period.

The company's operating risk is high: all its production is
concentrated in Colombia, and around 60% of production is close to
the border with Venezuela, which increases operating risk given the
high propensity of political instability in that area. Moreover,
the company bases its production on secondary recovery and water
flows, which tend to be expensive. However, SierraCol inherited
solid operating practices from Oxy, including safety and assets
protection measures.

SierraCol's business strategy is based on organic growth, by
converting 3P reserves into 2P reserves, and sustaining annual
reserve replacement rates at above 105%, which is acceptable. But
it will also continue to pursue inorganic growth, by acquiring
small- and medium-sized assets as well as transformative
acquisitions, which raises event risk.

Proforma for the proposed transaction, SierraCol has good
liquidity: in March 2021 the company had $120 million in cash and
equivalents and Moody's expects it to generate approximately $300
million in operating cash in 2021. These cash sources will be
enough to cover capital spending, operating expenses, planned
dividends and other obligations in the period. The company's
financial policies include a minimum amount of cash on hands of $40
million, besides $80 million in revolvers. Moody's understands that
SierraCol will contract a $80 million five-year committed revolving
credit facility that will support its liquidity position. In
addition, the company has alternate liquidity sources since its
asset base is largely unencumbered. SierraCol has capital
investment flexibility since about 80% of its capex is
discretionary because it focuses on drilling options close to its
existing infrastructure, which requires limited incremental
capital.

The stable outlook on the ratings is based on Moody's view that
SierraCol's credit profile will not materially change in the next
12 to 18 months given expectations of relatively stable production
volumes and oil and gas prices. Moody's understand that SierraCol's
maximum net debt/EBITDA target ratio is 1.5x, including in times of
asset acquisitions.

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

Factors that could lead to a rating upgrade include a production
increase to between 50,000 and 100,000 boepd, with minimal
deterioration in financial metrics; leveraged full-cycle ratio,
which measures an oil company's ability to generate cash after
operating, financial and reserve replacement costs, consistently
above 2.5x; E&P debt/proved developed reserves below $8.0; and no
deterioration in SierraCol's liquidity position. In turn, factors
that could lead to a downgrade include RCF to total debt ratio
below 25%; interest coverage, measured as EBITDA/interest expense,
below 4.0x; a significant amount of secured debt in the company's
capital structure; a material change in the company's financial
policy that leads to a deterioration of its credit risk, most
probably after a major acquisition; or deterioration in the
company's liquidity situation.

Governance considerations:

Since SierraCol was recently formed, consolidated financial
statements for the holding company are not yet available. Audited
financial statements are available for 2019 and 2020 only and are
combined for the three largest operating subsidiaries of SierraCol,
that is, SierraCol Energy Andina, LLC (the issuer), SierraCol
Energy Arauca, LLC and SierraCol Energy Condor, LLC, which in total
account for 100% of SierraCol's revenues. SierraCol is obliged to
provide audited consolidated financial statements to its investors
starting with full year 2021.

The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.

SierraCol is an E&P company whose key assets are Caño Limon
("CLM") and La Cira Infantas ("LCI"), two of Colombia's most
prolific and long-lived fields in the country. In turn, Carlyle is
one of the largest asset managers globally, with over $260 billion
in total assets under management. Carlyle's CIEP has $7 billion in
assets under management, and has a mandate to invest exclusively in
the energy value chain (upstream, midstream, and downstream) in
geographies outside North America. CIEP's strategy is built upon
leveraging in-house know-how and expertise from other similar
transactions.


[*] UK: Less Than Quarter of Pubs Confident of Surviving 3 Months
-----------------------------------------------------------------
BBC News reports that less than a quarter of pubs in the United
Kingdom are confident they will survive the next three months,
official figures show.

According to BBC, only 24% have a high level of faith they will
still be in business at the end of the summer, compared with 44%
for all types of company.

The figures, from the Office for National Statistics, are however a
big improvement on previous surveys, BBC notes.

Last October, the ONS found just 6% of pubs were highly confident
of survival, by February that was just 1%, BBC recounts.

As non-essential businesses, pubs and bars have faced prolonged
closures since the pandemic began in March 2020 and have had to lay
off or furlough tens of thousands of workers, BBC discloses.

Despite reopening to outdoor drinkers on April 12, and indoors from
May 17, the ONS said many establishments still reported
"significant profit losses" last month, BBC relates.

On June 7, the government was told hospitality, retail and leisure
firms are also facing huge levels of debt as the economy reopens,
BBC notes.

According to BBC, speaking to the Treasury Select Committee, other
trade bodies said government support had not been adequate during
the pandemic and the industry had amassed GBP2.5 billion of rent
debt.

It has also built up another GBP6 billion worth of government debt
accrued through schemes such as the Coronavirus Business
Interruption Loan Scheme (CBILS), BBC states.

The ONS report, titled "The Economies Of Ale", also revealed that
furlough rates are still significantly higher than average in the
pub sector, according to BBC.



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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