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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 24, 2021, Vol. 22, No. 120

                           Headlines



F R A N C E

GIRONDINS DE BORDEAUX: Lopez Rescues Club Out of Administration
MOBILUX 2: S&P Alters Outlook on 'B' ICR to Positive
MOBILUX FINANCE: Fitch Assigns B(EXP) Rating on Secured Notes
PAPREC HOLDING: S&P Raises ICR to 'B+', Outlook Stable
ZF INVEST: S&P Assigns Prelim. 'B' LongTerm ICR on Refinancing



G E R M A N Y

WIRECARD AG: German Lawmakers Present Report Into Collapse


G R E E C E

NAVIOS MARITIME: S&P Raises ICR to 'BB-', Outlook Positive


I R E L A N D

ARMADA EURO V: S&P Assigns Prelim. B- Rating on Class F Notes
CORK STREET CLO: Fitch Raises Class D Notes Rating to 'BB+'
FINANCE IRELAND 3: DBRS Gives Prov. B Rating on 2 Debt Tranches
MULCAIR SECURITIES 2: DBRS Gives Prov. BB Rating on Class E Notes
MULCAIR SECURITIES 2: S&P Gives Prelim. B+ Rating on Class F Notes

NORTH WESTERLY VI: Fitch Affirms 'B-' Rating on Class F Notes
OAK HILL V: Fitch Affirms 'B-' Rating on Class F Notes
PENTA CLO 2: Fitch Affirms 'B-' Rating on Class F Notes
SEAPOINT PARK CLO: Fitch Affirms 'B-' Rating on Class E Notes


I T A L Y

MONTE DEI PASCHI: DBRS Confirms B(high) LongTerm Issuer Rating
POPOLARE BARI 2017: DBRS Cuts Class B Notes Rating to C


L U X E M B O U R G

BEFESA SA: S&P Ups ICR to BB+ on Planned Purchase of American Zinc


N E T H E R L A N D S

EDML 2018-2 BV: DBRS Confirms BB(high) Rating on Class E Notes
TITAN HOLDINGS II: Moody's Gives First Time B3 Corp. Family Rating
TITAN HOLDINGS II: S&P Assigns Prelim 'B' ICR, Outlook Stable


R U S S I A

BELUGA GROUP: Fitch Hikes LongTerm IDRs to BB-, Outlook Positive
LENINGRAD OBLAST: S&P Affirms 'BB+' LT ICR, Outlook Stable
TRANSMASHHOLDING JSC: Fitch Affirms 'BB' LT IDRs, Outlook Stable


S P A I N

BBVA CONSUMER 2018-1: DBRS Confirms BB Rating on Class D Notes
IM ANDBANK 1: DBRS Gives Prov. BB(high) Rating on Class C Notes
IM BCC CAPITAL 1: DBRS Confirms BB(low) Rating on Class C Notes


S W E D E N

SAMHALLSBYGGNADSBOLAGET I NORDEN: S&P Rates Unsec. Hybrid Notes BB


U N I T E D   K I N G D O M

AF BIOMASS: Put Into Administration by Directors
CLARA.NET HOLDINGS: Fitch Assigns 'B+(EXP)' Issuer Default Rating
CLARANET INT'L: S&P Assigns 'B' LongTerm Issuer Credit Rating
CONSTELLATION AUTOMOTIVE: S&P Withdraws 'B-' LongTerm ICR
DEUCE MIDCO: Fitch Assigns Final 'B' IDR, Outlook Stable

LIBERTY STEEL: Exec Fails to Answer Queries on Viability of Ops
NEWDAY PARTNERSHIP 2017-1: DBRS Confirms B Rating on Class F Notes
PROVIDENT FINANCIAL: Doorstep Lending Unit May Face Insolvency
TOGETHER ASSET 2021-CRE2: DBRS Finalizes BB Rating on X Notes
TREFRESA FARM: Enters Administration, Owes Over GBP8 Million

WELLINGTON PUB: Fitch Lowers Class B Notes Rating to 'CCC'

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F R A N C E
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GIRONDINS DE BORDEAUX: Lopez Rescues Club Out of Administration
---------------------------------------------------------------
Inside World Football reports that former Lille owner Gerard Lopez
has stepped forward to save plagued Girondins de Bordeaux from
going bust after an agreement was reached according to the Ligue 1
club for an undisclosed sum.

In April, Bordeaux were placed into administration after investment
management firm King Street Capital Management withdrew financial
support from the club, Inside World Football recounts.  King Street
succeeded broadcaster M6 as the majority stakeholder in the club in
a EUR70 million takeover in 2018 and poured EUR46 million into the
club before pulling out, Inside World Football discloses.

On June 22, the club said Mr. Lopez had closed a deal with the
Fortress Investment Group to take over the club, an agreement that
is subject to approval from the league's National Directorate of
Management Control, Inside World Football relates.

Last year, Mr. Lopez sold Lille to Callisto Sporting, a subsidiary
of Luxembourg-based investment fund Merlyn Partners, Inside World
Football states.

Bordeaux have struggled during the Covid-19 pandemic to keep
afloat, Inside World Football notes.  France's DNCG demanded
reassurances from the fund over the financing of Bordeaux's
deficit, Inside World Football states.  When Bordeaux still piled
on the losses in July 2020, the DNCG turned a blind eye as King
Street injected EUR27.5 million in the club, according to Inside
World Football.

Last December, the investment fund supported the club with a
further EUR40 million and more than a dozen redundancies were
announced at the start of 2021 to streamline operations, Inside
World Football recounts.

Bordeaux, Inside World Football says, is expected to run up losses
of EUR80 million by the end of the current season, according to
French sports daily L'Equipe.

Bordeaux last won the league title in 2009.  They finished 12th in
Ligue 1 last season.


MOBILUX 2: S&P Alters Outlook on 'B' ICR to Positive
-----------------------------------------------------
S&P Global Ratings revised the outlook on furniture and home goods
retailer Mobilux 2 to positive from negative, and affirmed the 'B'
rating. At the same time, S&P assigned its 'B' issue rating and '4'
recovery rating (recovery prospects: 45%) to the group's proposed
senior secured issue, and its 'BB-' issue rating and '1' recovery
rating on its super senior revolving credit facility (RCF).

The positive outlook indicates a possible upgrade if, despite
uncertainty around earnings prospects once the favorable conditions
created by COVID-19-related lockdowns diminish, Mobilux 2 performs
in line with S&P's base case, with S&P Global Ratings-adjusted debt
to EBITDA below 4x, an EBITDAR ratio approaching 2x in fiscal 2022,
and materially positive free operating cash flow (FOCF) after lease
payments.

Mobilux 2's refinancing plans won't spark a material debt increase
in the group's capital structure. S&P said, "We estimate that S&P
Global Ratings-adjusted debt to EBITDA will stand at 2.5x in fiscal
2021 (ending June 30, 2021) and about 4.0x in fiscal 2022. On June
18, 2021, Mobilux 2 launched the refinancing of its EUR380 million
senior secured notes, maturing in 2024, with a EUR500 million
senior secured notes, maturing in 2028. This transaction, alongside
about EUR200 million of cash on balance sheet, will enable the
group to make a dividend distribution of EUR215 million and repay
EUR85 million of its shareholder loan. The group will also use
these funds to cover about EUR15 million of fees, expenses, and
redemption costs. In addition, Mobilux 2 is refinancing and
upsizing its super senior RCF to EUR140 million from EUR100
million. Furthermore, about EUR130 million of cash will likely stay
on the balance sheet, pro forma the transaction, translating to a
sound liquidity position. Considering our expectations of robust
earnings growth for fiscal 2021, adjusted leverage over the same
period should near 2.5x before normalizing to about 4.0x in
2022-2023 as demand normalizes and EBITDA resumes to levels at
least comparable with 2019, before the pandemic."

Mobilux 2's success containing leverage, teamed with its track
record of improving credit metrics and earnings, underpins ratings
upside potential.The group has benefited from the rising demand for
furniture and home goods during the COVID-19-related lockdowns. But
even before the pandemic, the group had started to record steadfast
growth in earnings and credit metrics, driven by above-average
market growth as well as tight control over its cost base and
working capital. S&P expects Mobilux 2's fiscal 2021 results to
show continued growth, with a 20%-25% increase in sales
(corresponding to a sales uplift of more than EUR350 million), as
the company capitalizes on the retail trends created by the
pandemic. Profits, thanks to a more supportive pricing environment,
should follow a similar upward path, with S&P Global
Ratings-adjusted EBITDA of EUR335 million in fiscal 2021, EUR135
million higher than the previous fiscal year. The robust operating
performance has given way to the declining leverage, with adjusted
debt to EBITDA reaching 4.1x in 2020 from 4.5x in 2017.

That said, volatility in the furniture and home equipment market
could jeopardize the group's ability to deliver the earnings
forecast for 2022-2023. S&P said, "There could be a lull in
consumer discretionary spending in 2022 due to the evolving
macroeconomic environment, and we assume that the increasing demand
for furniture will eventually turn flat since these items have a
long replacement cycle. These developments will probably constrain
Mobilux 2's earnings in 2022. Nevertheless, we acknowledge the
potential for a structural increase in the demand for furniture and
home equipment on the back of a likely rise in permanent
work-from-home arrangements. We expect Mobilux 2 to report a
like-for-like revenue decline of 10%-15% once demand steadies in
fiscal 2022, followed by annual growth of 1%-2%, which is still
north of the market's overall growth. Parallel to normalized sales,
the group's margins will narrow as a direct consequence of
intensifying competition leading to increasing promotional
campaigns. We also note that Mobilux 2's fixed costs are high,
particularly on rent, which represents about EUR100 million a year.
These costs may rapidly limit the group's ability to perform in
line with our base-case projection of adjusted EBITDA of about
EUR200 million in 2022 should sales contract more than we
anticipate."

S&P said, "We consider Mobilux 2 to be operationally and
structurally separated from Conforama France over the medium
term.In July 2020, the parent company of Mobilux 2 acquired
Conforama France in a transaction funded by a EUR200 million equity
injection and EUR300 million of government backed loans. Conforma
is in the midst of a turnaround plan, weighing on its operating
performance and cash flow. We understand, however, that Conforama's
shareholders have provided sufficient resources to cover at least
the next 24 months' liquidity without resorting to financial
resources from Mobilux 2. We note that the groups are legally
separated, with distinct management teams, and their respective
documentation contains no cross-defaults or cross-guarantees. We
also understand that the documentation of Conforama's
state-guaranteed lines limits the possibilities of a merger with
any entity outside of its restricted group. Additionally, we note
that the dividend payout of EUR215 million associated with the
current refinancing transaction is broadly comparable to the equity
injection of EUR200 million that shareholders have made in
Conforama. Because we believe it does not deteriorate Mobilux 2's
credit standing against 2017 levels, we see it as a discretionary
shareholder remuneration rather than a form of commingling funds
between the two entities. Lastly, we do not anticipate a deeper
integration of the two groups until Conforama's turnaround is
successful. The resulting rating impact for Mobilux 2 should
therefore be minimal, as such a scenario implies some improvement
in Conforama's credit quality."

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

-- Health and safety factors.

S&P said, "The positive outlook reflects the possibility of an
upgrade if, amid uncertain earnings prospects once the retail
benefits from the pandemic subside, Mobilux 2 continues to deliver
strong performance metrics, as per our base case. This would
include S&P Global Ratings-adjusted debt to EBITDA below 4x, an
EBITDAR ratio of about 2x in fiscal 2022, and materially positive
FOCF after lease payments. The positive outlook also highlights our
belief that Mobilux 2 will remain structurally and operationally
separated from Conforama Fance over the medium term."

S&P could revise the outlook to stable over the next 12-18 months
if:

-- Mobilux 2's FOCF after lease payments were to approach neutral,
its EBITDAR coverage failed to improve, or its adjusted debt to
EBITDA increased towards 4.5x. This could happen once the pandemic
ends and demand for decoration and furniture weakens. This would
lead Mobilux 2 to increase promotional activity, cutting into its
margins.

-- Mobilux 2 and Conforama were not kept separate and we did not
see a clear operational improvement in the latter's performance and
metrics.

-- The group's financial policy becomes more aggressive, leading
to the depletion of its comfortable cash buffer or weaker credit
metrics.

S&P could raise the rating over the next 12-18 months if:

-- Mobilux 2 were to improve its costs structure in line with
S&P's expectations, coupled with a tight working capital and capex
management that yields sizable FOCF after lease payments above
EUR40 million on a sustainable basis and S&P Global
Ratings-adjusted debt to EBITDA sustainably below 4x.

-- EBITDAR coverage continues to trend toward 2.2x, allowing for
more leeway in case of any demand downturn.

-- A positive rating action would also be contingent on a
supportive financial policy that upholds stronger credit metrics.


MOBILUX FINANCE: Fitch Assigns B(EXP) Rating on Secured Notes
-------------------------------------------------------------
Fitch Ratings has assigned Mobilux Finance SAS's planned senior
secured notes an expected rating of 'B(EXP)' with a Recovery Rating
'RR4'.

Proceeds from the proposed EUR500 million debt instrument will be
used to refinance the existing EUR380 million senior secured notes
and fund shareholder distributions. The assignment of a final
rating is contingent on the receipt of final documents conforming
to information already received.

Mobilux 2 SAS's (BUT) 'B' IDR continues to reflect the execution of
its strategic plan and strong demand conditions during the
pandemic, despite high leverage. The company's business profile
benefits from an extensive network in France and good value
proposition anchored in affordable products that will likely remain
resilient in deteriorated macroeconomic conditions. In addition,
the IDR reflects satisfactory liquidity with an expected new
revolving facility increased to EUR140 million from EUR100
million.

KEY RATING DRIVERS

Strong Current Trading Amid Pandemic: BUT has demonstrated
resilience over the past year, helped by strong demand for home
improvement, and gained market share as the company maintained
sufficient inventory with a targeted product offering to meet to
meet demand. BUT also continued enhancing its procurement process
during this period. This allowed it to take advantage of strong
pent-up demand, reduce sales promotions, and improve profitability
through tight cost monitoring. Overall, Fitch estimates that BUT
will generate a record FY21 (ending June 2021) with sales above
EUR2 billion and a Fitch-adjusted EBITDA margin above 11%.

Normalisation Expected from FY22: BUT remains exposed to
discretionary spending, and Fitch expects a gradual recovery of
consumer spending in France in 2021 and 2022. Fitch also expects
that further lifting of pandemic restrictions will redirect
consumer spending to leisure and hospitality services, pressuring
BUT's revenue after the high growth over FY21. Fitch expects
revenue to decline by 13% in FY22.

Conforama Synergies Will Help Profitability: Fitch expects BUT will
be able to achieve some cost savings by FY22-FY24 as it cooperates
with Conforama on purchasing, marketing, facility management and
logistics. Fitch expects this will lift BUT's Fitch adjusted EBITDA
margins to 7.0% in FY24 from 6.2% in FY22.

In 2020, BUT's co-owners, WM Holding, an affiliate of furniture
retailer XXXLutz, and private equity fund CD&R acquired French
furniture retailer Conforama France from Steinhoff. Conforama will
be located outside of the BUT restricted group and will not affect
BUT's financial strategy. In Fitch's view, the transaction will
reduce competitive pressure, but Fitch does not expect the
company's strategy to materially change. BUT's shareholders have
sufficient experience in the furniture market to continue executing
strategy.

Shareholder Distributions Reduce Liquidity: BUT is planning to use
around EUR200 million of its cash and EUR100 million of its new
senior secured notes to fund a EUR215 million dividend distribution
and a EUR85 million shareholder loan repayment. In October 2020,
BUT had repaid EUR70 million of its shareholder loan. Fitch
anticipates that these payments paired with an expected large
working capital outflow will reduce BUT's readily available
liquidity to EUR50 million from EUR370 million in March 2021. The
high cash cushion has been supporting the rating with low net
leverage metrics and has proved useful during the lockdown phases.

Leverage Remains High: Fitch forecasts FFO adjusted leverage to
reduce to 4.8x in FY21 amid exceptional trading, then bouncing back
to 6.9x in FY22 on the new financing and stabilizing to around 6.5x
by FY24. Fitch considers that this is high for the rating, and
leaves limited rating headroom to BUT at the 'B' level. FFO Net
leverage is also expected to be high in FY22 at 6.5x trending to 6x
by FY24.

Adequate Business Profile: Fitch believes that BUT has a
satisfactory business profile for the IDR. The company has improved
its product offering over the last years, and affordable prices
will remain appealing. BUT benefits from strong brand awareness,
supported by its extensive store network that covers a large
portion of France. A large store network and moderate footfall will
be a strength while social distancing and sanitary measures
continue. BUT increased the share of online sales to 10% in the 12
months to March 2021 (excluding the marketplace contribution), but
Fitch views this neutral for the rating as it is in line with the
market trend.

DERIVATION SUMMARY

BUT's closest peer is Maxeda DIY Holding (B/Stable), the Dutch DIY
retailer. Both companies have a satisfactory business profile for
the 'B' category, with market leading positions in concentrated
geographies. Fitch expects BUT to generate lower margins than
Maxeda, which has almost completed its turnaround plan. Leverage
for both companies is high and comparable, with expected FFO
adjusted gross leverage at 6.9x for BUT for June 2022 and 6.4x for
Maxeda in February 2022.

BUT is rated one notch above The Very Group (B-/Positive), the
UK-based pure online retailer. The Very Group is similar in size
and has similar margins than BUT. Fitch expects The Very Group
should be able to deleverage towards 6.5x in FY22 from around 8.0x
in FY20 on a FFO adjusted gross leverage basis, close to BUT's
expected metrics, as reflected in the Positive Outlook.

BUT shows weaker profitability and more vulnerable leverage metrics
than other larger peers such as Kingfisher plc (BBB/Stable), the
European DIY retailer.

BUT's overall profit margins and gross leverage, which are more
commensurate with a 'B-' rating, are offset by a satisfactory
business model, satisfactory liquidity and resilience amid the
pandemic, which support the 'B'IDR.

KEY ASSUMPTIONS

-- Revenue increasing by 26% in FY21, then reducing by 12% in
    FY22, followed by 0.3% decline in 2023, followed by a slight
    increase of 0.6% for 2024. Revenue growth coming from the
    expansion of the store network. Fitch assumes no new
    lockdowns in France and continued lift of the pandemic
    restrictions in 2021;

-- Fitch-adjusted EBITDA margin of 11.2% in FY21, then declining
    amid normalised activity to 6.2%, growing to 7.0% and taking
    into account some synergies with Conforama on purchases and
    logistics;

-- Capex representing 2.4% to 2.5% of revenue;

-- No further dividend distribution to shareholders assumed over
    the next four years;

-- Large working capital outflow of around EUR70 million in FY21,
    including EUR45 million reduction in customers deposit;

-- EUR80 million restricted cash in FY20, then reduced to EUR35
    million (related to reduction in customer deposit adjustment).

KEY RECOVERY RATING ASSUMPTIONS

Fitch assumes that BUT would be considered a going-concern in
bankruptcy and that it would be reorganised rather than liquidated.
Fitch has assumed a 10% administrative claim in the recovery
analysis.

In Fitch's bespoke going-concern (GC) recovery analysis Fitch
considered an estimated post-restructuring EBITDA available to
creditors of around EUR75 million, increased from Fitch's previous
analysis (61 million). The increase in GC EBITDA reflects
sustainable margin improvement achieved pre-pandemic, following
turnaround and cost-cutting implementation.

Fitch has maintained the distressed enterprise value/EBITDA
multiple at 5.0x. This is in line with multiple used for Maxeda.

Based on the principal waterfall, the expected enlarged EUR140
million RCF ranks super senior to the senior secured debt. Basing
Fitch's analysis on the expected new higher amount of the senior
secured notes (EUR500 million vs. EUR380 million) and after
deducting 10% for administrative claims, Fitch's waterfall analysis
generates a waterfall generated recovery computation output
percentage of 39%, indicating a 'B(EXP)' instrument rating.

RATING SENSITIVITIES

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

-- Further improvement in scale and diversification together with
    better visibility on macroeconomics conditions that would lead
    to a FFO margin above 5% and FCF margin above 3% on a
    sustained basis;

-- FFO fixed charge cover sustained above 1.9x;

-- FFO adjusted gross leverage below 5x on a sustained basis.

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

-- A significant deterioration in revenue and profitability
    reflecting, for example, an increasingly competitive operating
    environment or a new prolonged period of lockdown or
    meaningful delay in recovery of economic conditions;

-- FFO fixed charge cover below 1.4x on a sustained basis;

-- FFO adjusted gross leverage sustainably above 7x;

-- FFO margin sustainably below 3.5%;

-- Evidence that liquidity is tightening due to operational
    under-performance or additional distribution to shareholders
    perpetuating high leverage.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Fitch expects BUT to have around EUR50
million (excluding restricted cash) cash on balance sheet by end of
FY21, following completion of the dividend recapitalisation and
sizable working capital outflow expected in 4Q21. Fitch views this
level of cash paired with the new anticipated RCF expected at
EUR140 million sufficient to sustain short-term potential
disruptions.

Following the completion of the planned senior secured notes
refinancing, BUT will have no material debt maturity until 2028.
Its current EUR100 million RCF was undrawn as of March 2021.

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.

ISSUER PROFILE

BUT is one of the leading home equipment (furniture, decoration and
electrical goods) retailers in France.

SUMMARY OF FINANCIAL ADJUSTMENTS

EUR9.7 million subtracted from EBITDA and added to other financial
expenses (interest on free credits).


PAPREC HOLDING: S&P Raises ICR to 'B+', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised to 'B+' from 'B' its issuer credit rating
on French waste recycler Paprec Holding and assigned its 'B+' issue
rating and '4' recovery rating to the company's proposed EUR450
million senior secured notes.

The stable outlook reflects S&P's view that, despite its
expectation of additional bolt-on acquisitions, S&P Global
Ratings-adjusted leverage will remain below 5.5x, helped by strong
operational performance.

Paprec Holding's refinancing does not affect our expectation of
deleveraging in 2021, thanks to the strong momentum in operations.
Proceeds from the EUR450 million senior secured notes will repay
the EUR225 million existing senior secured notes, repay EUR30
million of the EUR144 million PGE loan, and finance EUR190 million
of purchase price considerations for France-based waste to energy
producers CNIM O&M and Dalkia Wastenergy. Despite the additional
debt and acquisitions, S&P expects leverage will decrease to about
5.0x at the end of 2021, from 5.5x at the end of 2020, thanks to
the strong operational performance. Paprec has demonstrated its
ability to charge a higher fee to clients for the collection and
sorting of waste. This is because stricter environmental regulation
dramatically increased the cost of landfilling while economic
recovery has resulted in increased demand for recycled cardboard
and plastic from packaging producers in Europe.

The acquired companies will allow Paprec to broaden its presence
across the waste services value chain and increase its
international expansion. Both CNIM O&M and Dalkia Wastenergy
operate waste incineration plants with energy recovery, mostly in
France, but also with minor operations in the U.K., Poland, and
Azerbaijan. S&P said, "We see the WtE market as attractive because
contracts can last for up to 25 years. Moreover, the activities
acquired mainly consists of waste operations and maintenance
activities of infrastructure, meaning waste volumes and financing
are provided by municipalities, which will limit required capital
expenditure (capex) for Paprec. In addition, we see CNIM O&M and
Dalkia Wastenergy as platforms for Paprec to expand
internationally; it currently only operates in France and
Switzerland. The acquisition also allows the company to enter the
WtE segment." This activity benefits from strong growth drivers as
France intends to gradually move away from fossil energy generation
sources but also from landfilling (partly thanks to the increase in
the taxe generale sur les activites polluantes [TGAP]), which will
result in a higher proportion of waste being incinerated to produce
energy.

S&P said "Despite likely additional acquisitions, we see headroom
as adequate for the rating.As part of the transaction, the EUR200
million revolving credit facility (RCF) will be upsized to EUR230
million and remain fully undrawn at closing. Combined with the
EUR114 million nonamortized portion of the PGE, Paprec will have
available a large amount of cash, which we expect will fund bolt-on
acquisitions. Nevertheless, we understand the company targets a
reported net senior secured leverage of 4.0x-4.5x. Given the solid
operational performance driving higher EBITDA, we do not expect
these eventual operations would result in leverage above 5.5x."

Environmental considerations are key to the business'
sustainability. Environmental and social factors are highly
relevant to our credit analysis of Paprec, because the company
provides environmental services such as the collection, sorting,
and processing of waste products. Paprec's operations are subject
to increasingly stringent regulation governing the treatment and
disposal of waste materials, air emissions, and soil contamination.
The company operates over 120 waste sorting and processing sites,
as well as landfill sites, subject to regulatory authorizations. It
could incur significant costs to comply with these regulations and
maintain its licenses. Furthermore, environmental concerns
regarding plastic waste will mean a gradual switch from plastic to
cardboard, the latter being Paprec's larger segment, representing
about 33% of volumes recycled. Nevertheless, environmentally aware
consumers are increasingly promoting zero-waste behaviors, which
could reduce waste volumes and affect Paprec's performance.
However, in S&P's view, those changes will be gradual, leaving the
company sufficient time to adapt.

S&P said, "We consider Paprec's governance neutral to our analysis.
The company is a family-owned business and we do not see any
deficiencies in its governance or management. We assess management
and governance as fair.

"The stable outlook reflects our expectation that Paprec will
decrease adjusted leverage to below 5.5x in the coming 12 months
and funds from operations (FFO) to debt will improve to
14.5%-15.5%. We anticipate that the waste services business will
grow strongly following economic growth and positive regulatory
developments and that prices of recyclable materials will increase,
all in all boosting EBITDA margins to 16.5%-17.5%.

"We could lower the rating if Paprec's operating performance is
weaker than expected, resulting in leverage above 5.5x or negative
FOCF after capex funded by finance leases. This could happen in
case of economic contraction in France or negative developments of
raw material prices, particularly cardboard.

"We could also revise our outlook to negative if the company
attempted significant debt-funded acquisitions, undertook material
shareholder distributions that significantly increased its
leverage, or saw its liquidity weakened substantially.

"We could raise the rating if Paprec's S&P Global Ratings-adjusted
leverage decreased below 4x and FFO to debt above 20%, both
sustainably. This would likely result from continuously strong
operating performance, good execution and ramp-up of new contracts,
continued renewals of existing contracts, and raw material prices
remaining at the peak levels from first-half 2021. We would also
expect the company to adopt a more conservative financial policy,
with S&P Global Ratings-adjusted debt to EBITDA sustained below
4x."


ZF INVEST: S&P Assigns Prelim. 'B' LongTerm ICR on Refinancing
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
rating to French-based fresh food retailer ZF Invest and its
preliminary 'B' issue rating, with a preliminary '3' recovery
rating, to the company's proposed senior secured TLB.

S&P said, "The stable outlook reflects our view that, despite
strong competition in the French grocery market, ZF Invest will
achieve substantial growth thanks to new store openings, the
development of its online platform, and strong like-for-like
revenue growth, while maintaining adjusted EBITDA margins close to
9%-10% and improving adjusted leverage with debt to EBITDA below
8.0x (or below 7.0x when excluding the convertibles) by 2023."

ZF Invest's aggressive financial policy translates in very high
leverage in fiscal years 2021-2022, limiting rating headroom.

The company plans to issue a EUR1,382 million term loan B and a
EUR250 million RCF to refinance EUR759 million of existing debt and
to repurchase EUR741 million of shareholders' payment-in-kind (PIK)
convertible bonds. Following the proposed transaction, reported
financial debt would jump to EUR1,450 million from EUR818 million.
S&P said, "In our debt calculations, we include about EUR225
million of financial and operating leases and the EUR188
shareholder's PIK convertibles remaining in the capital structure.
We treat the convertibles as a debt-like obligation in our leverage
calculation since the company is raising financial debt to repay
the great majority of them. However, in our analysis, we
acknowledge their cash-preserving characteristics and that they are
deeply subordinated to the term loan B. We consequently expect
leverage to stand at 7.4x (or 6.6x when excluding convertibles) for
fiscal 2021, increasing to 8.1x (or 7.2x) in fiscal 2022. Metrics
in 2021 will benefit from an exceptionally strong operating
performance that will likely wan slightly, resulting in higher
leverage. The group's unadjusted gross financial leverage is
consistent with these numbers, remaining near 6.6x in 2021 before
increasing to 7.8x in 2022. Although we anticipate that the company
will capitalize on its solid growth and deleverage materially from
2023, we believe the financial sponsors' appetite for releveraging,
as we see with this proposed transaction, will likely remain high,
making deleveraging fueled by EBITDA growth temporary, and
justifying our debt treatment of the convertibles, despite the
cash-preserving characteristics."

The group's ambitious investment plan, together with cash interests
and higher taxes, will hamper cash flow over the next 18-24 months.
S&P said, "We expect the company's FOCF will remain subdued between
2021 and 2023, and become negative in 2022 due to ambitious
investments, substantial interest expenses, and higher cash taxes
incurred because of the transaction. In particular, the new term
loan B will cost about EUR52 million annual interests, while the
repayment of the majority of the PIK convertible reduces the tax
shield compared to the historical performance, increasing cash
taxes by about EUR20 million a year, constraining the company's
overall financial flexibility. Additionally, the new business plan
envisages capex rising to about EUR150 million-EUR160 million per
year, since the company intends to accelerate store openings under
all its brands and develop the new digital platform, monmarch.fr.
Although we recognize that expansion capex is mostly discretionary
and value accretive to boost future growth, the lack of significant
positive cash flow in the next 18-24 months makes the company more
vulnerable to unexpected headwinds. That said, we would expect the
company to preserve liquidity and its financial standing by scaling
down its expansionary capex should some unforeseen developments dim
its overall performance."

S&P said, "Geographic expansion and format diversification will
support double-digit revenue growth.Between 2020 and 2024, we
expect ZF Invest's sales to grow by a 15%-18% compounded annual
rate, thanks to the opening of 40-50 new stores per year, the
development of the digital platform, and continuous organic growth,
supported by the attractiveness of the company's value proposition
to customers. Despite the still relatively small network of about
238 stores as of September 2020, over the past years Grand Frais
has established a strong reputation in France, allowing for
successful and rapid ramp-ups of newly opened stores and
like-for-like growth in older ones. ZF Invest, which holds a 50%
stake in Grand Frais and accounts for around two-thirds of sales,
is also developing additional and independent distribution
channels, such as the smaller-format Fresh stores in France (20
stores), Banco Fresco stores in northern Italy (two stores), and
the nascent digital platform monmarche.fr targeting urban areas.
Even if these independent activities currently only contribute
modestly to overall EBITDA, we believe they will foster growth in
the medium term while enhancing business diversity. In our
forecast, we view positively the group's solid track record of
growth, with both revenue and EBITDA growing by about 150% over
2017-2020, to EUR1.9 billion and EUR157 million, respectively,
while the standardized store format and quick ramp-up period limit
execution risk, in our view.

"ZF Invest's integrated business model and brand awareness drive
above-average EBITDA margins. We expect ZF Invest to continue
benefitting from a high EBITDA margin, around 10% as adjusted by
S&P Global Ratings. This is stronger than that of traditional,
larger food retailers. Profitability is supported by the vertically
integrated business model, combining direct and long-standing
relations with local suppliers, efficient in-house processing and
logistics, as well as by the company's successful merchandizing
concept, supporting higher-than-average sales density. In our view,
the specialization of each member within Grand Frais has been
instrumental to building a strong image of quality food at
affordable prices, while enabling a strong focus on cost management
of each segment." ZF Invest's efficient supply chain--built around
a centralized purchasing organization and dedicated platform for
each product category--allows for below-average time to market of
fresh products, which is a key component of the group's competitive
advantage.

S&P said, "Potential risks stem from limited control over Grand
Frais and stiffer competition. We recognize that, despite being the
main partner, ZF Invest does not have full control over Grand
Frais' product offering and store organization. This potentially
exposes the company to reputation risk and sanitary issues
dependent on its business partners. In the longer term, any hurdles
faced by ZF Invest's business partners, such as operating
underperformance and financial difficulties—which we do not
currently anticipate—could threaten the structure of the
partnership agreement. Additionally, larger food retailers' plans
to put a greater emphasis on quality, freshness, and product
traceability are likely to heighten competition in the segment in
the longer term. That said, we believe ZF Invest has the ability to
adjust its activities to operate more independently from its
partners, if needed, while its integrated and distinctive business
model provide it with de-facto operational entry barriers in the
medium term.

"The final ratings will depend on our receipt and satisfactory
review of all final documentation and final terms of the
transaction.The preliminary ratings should therefore not be
construed as evidence of final ratings. If we do not receive final
documentation within a reasonable time, or if the final
documentation and final terms of the transaction depart from the
materials and terms reviewed, we reserve the right to withdraw or
revise the ratings. Potential changes include, but are not limited
to, utilization of the proceeds, maturity, size and conditions of
the facilities, financial and other covenants, security, and
ranking.

"The stable outlook reflects our view that, despite strong overall
competition in the French grocery market, ZF Invest will achieve
substantial growth thanks to new store openings, the development of
its online platform, and strong like-for-like revenue growth, while
maintaining adjusted EBITDA margins close to 9%-10%. We anticipate
that FOCF will be constrained in the next 12-24 months by the
company's sizable investments, but will gradually improve from
2023. On the back of FOCF and a growing EBITDA base, we forecast
adjusted leverage to decline below 8.0x (or below 7.0x when
excluding the shareholder's convertibles) by fiscal 2023.

"We could lower the rating if the group is unable to execute its
growth strategy or experienced operating setbacks, leading to
weaker EBITDA than in our base-case projection and thereby
jeopardizing deleveraging prospects, such that leverage would stay
above 8.0x (or 7.0x when excluding the convertibles) for longer
than expected. We could also lower the rating if we no longer
expected FOCF to turn sustainably positive in the 12-24 months
following the transaction.

"We view an upgrade as remote over the next 12 months because of
the high financial leverage. That said, we could raise the ratings
if, thanks to strong FOCF and adequate liquidity, ZF Invest
deleveraged such that adjusted debt to EBITDA improved sustainably
below 7.0x (or 6.0x when excluding the shareholders' convertibles)
and the financial sponsor committed to a leverage ratio in the
6x-7x range (or 5x-6x when excluding convertibles), with low risk
of releveraging."




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

WIRECARD AG: German Lawmakers Present Report Into Collapse
----------------------------------------------------------
The Associated Press reports that German lawmakers, presenting a
report on June 22 into the collapse of the payment processing
company Wirecard, accused the country's finance minister and
auditors Ernst & Young of numerous oversight failings.

Wirecard filed for protection from creditors through insolvency
proceedings last year after admitting that EUR1.9 billion (US$2.3
billion) supposedly held in trust accounts in the Philippines
probably didn't exist, the AP recounts.

The company's former chief executive, Markus Braun, is being
investigated on suspicion of criminal fraud, the AP discloses.

Interpol has issued a red notice for Wirecard's former chief
operating officer, Jan Marsalek, on allegations of "violations of
the German duty on securities act and the securities trading act,
criminal breach of trust (and) especially serious case of fraud",
the AP recounts.

The nine-month parliamentary probe that concluded this week
immediately weighed upon Germany's upcoming election, with both
opposition parties and Chancellor Angela Merkel's Union bloc
heavily criticizing the role played by Finance Minister Olaf Scholz
in the affair, the AP notes.

He said the Finance Ministry should have stepped in when the
country's financial regulator in 2019 issued a ban on short-selling
Wirecard stock, the AP relates.  The ban gave credence to
Wirecard's claim that its stock was being manipulated at a time
when media reports, particularly by Britain's FT, indicated the
company was cooking the books, according to the AP.

In their 4,500-page report, lawmakers also heavily criticized the
auditing company Ernst & Young, also known as EY, for repeatedly
approving Wirecard's annual accounts, the AP relays.

Questions have also been raised about political lobbying for
Wirecard by Merkel during a 2019 visit to China, the AP states.




===========
G R E E C E
===========

NAVIOS MARITIME: S&P Raises ICR to 'BB-', Outlook Positive
----------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Marshall Islands-registered Navios Maritime Partners L.P. (Navios
Partners) to 'BB-' from 'B+'.

The positive outlook reflects that S&P could raise the rating if
industry momentum persists and allows Navios Partners to re-charter
its ships at rates consistent with (or higher than) its base case
and extend its charter profile duration, while continuing to reduce
debt and applying excess cash for fleet expansion or rejuvenation.

The upgrade reflects Navios Partners' enhanced credit profile
following the acquisition of Navios Containers, which owned and
chartered-out 29 containerships. The improved profile results from
Navios Containers' short-to-medium-term charter profile, low
financial leverage in the context of increasing EBITDA, and
exposure to the currently strongly performing container shipping
sector, as well as the transaction being financed through Navios
Partners' common units. On March 31, 2021, Navios Partners
announced that it concluded its acquisition of Navios Containers'
assets. Pursuant to the terms of the acquisition, each outstanding
common unit of Navios Containers was converted into the right to
receive 0.39 of a Navios Partners common unit. As a result,
8,133,452 Navios Partners common units were issued to former Navios
Containers public unitholders. Navios Containers' financial results
have been included in Navios Partners' consolidated financial
statements commencing on April 1, 2021. S&P said, "At March 31,
2021, Navios Containers had total debt of $227 million and we
forecast that the company's ships will contribute $130 million-$140
million in EBITDA to the combined entity in 2021. In comparison, we
project stand-alone EBITDA of $210 million-$220 million for Navios
Partners in 2021. We calculate that the EBITDA contribution from
Navios Containers' ships to the combined entity will be
proportionally larger in 2022 based on current fixed charter
agreements with reputable counterparties at record high charter
rates for most ships."

Navios Partners' conservative chartering policy and predictable
running costs partly insulate the company from the industry's
higher-than-average underlying volatility and provide certain
earnings visibility. Navios Partners has entered medium- to
long-term T/C agreements for its vessels with a remaining average
term of approximately 1.5 years. Most recently, for example, it
secured three-year charter agreements for a mix of five 4,250
20-foot equivalent units (TEU)-and 4,730 TEU containerships with
front-loaded fixtures of $54,312 per day (/day) in the first year,
$45,425/day in the second year and $23,972/day in the remaining 11
months. The fixed and noncancellable rates far exceed the average
industry rate of about $11,000/day for a 4,000TEU ship, recorded in
2020 by Clarkson Research. As of April 29, 2021, Navios Partners
had contracted out 77% of its available days for the remaining nine
months of 2021, 33% for 2022 and 17% for 2023, including
index-linked charters. Excluding index-linked charters, Navios
Partners expects to generate revenue of approximately $279 million,
$219 million and $120 million, respectively. The average expected
daily charter-out rate for the fleet is $20,000 for the remaining
nine months 2021, $24,343 for 2022 and $26,588 for 2023, which is
much higher than the $12,497/day achieved by Navios Partners in
2020 and $15,791/day in 2019.

Short-to-medium-term charter rate conditions in container and dry
bulk shipping should be supportive and underpin Navios Partners'
cash flow. The movement of essential goods, strong pickup in
e-commerce, and shift in consumer spending to tangible goods from
services have supported shipping volume recovery and containership
charter rates from June 2020. Trade momentum remained solid in
first-quarter 2021, despite the usual seasonal slowdown. S&P said,
"As a result, we forecast a rebound in shipped volumes consistent
with global GDP growth of 5%-6% in 2021 following a 1%-2%
contraction in 2020 compared with 2019. Continued congestion in
major maritime ports and disruption of logistical supply chains is
tying up containership capacity and boosting charter rates. Despite
the most recent spike in new ship orders (lifting the containership
order book to 18% of the total global fleet from about 9% three
months ago), containership supply growth is unlikely to surpass
demand growth in the coming quarters, propping up charter rates. We
believe that more stringent regulation on sulfur emissions
(limiting sulfur used in ship fuel to 0.5% from Jan. 1, 2020), and
broader considerations about greenhouse gas emissions in
general--particularly in the context of decarbonization--will
likely result in uncertainties over the costs and benefits of
various technologies and fuel, and should constrain orders to some
extent in the short term. We also note that lead time between
placing orders for ships and the ability of shipyards to deliver
currently stands at 18 months-24 months. We believe that
demand-and-supply conditions will be largely in balance in 2021 and
2022. We forecast that containership charter rates will gradually
moderate from late 2021, as the pandemic's impact on container
shipping eases. We incorporate the industry outlook into our base
case and forecast that Navios Partners will re-charter its vessels
due for re-employment in 2021 at better rates than in the existing
contracts, as demonstrated in the year to date."

S&P said, "We reiterate our positive outlook for the dry bulk
shipping sector in 2021-2022. This is mainly on account of our
expectations that new vessel deliveries will diminish in 2021 and
2022, underpinned by the current all-time-low order book
(accounting for 6% of the global dry bulk fleet, the lowest level
in three decades, according to Clarkson Research) and marginal new
ship ordering in the year to date. Simultaneously, China's imports
of dry bulk commodities will remain healthy and underpin 3%-4%
global trade growth, as forecast by Clarkson Research. In our view,
industry demand growth will moderately exceed supply growth in
2021, likely extending into 2022. Consequently, dry bulk charter
rates will stabilize at strong levels this year and dwindle (from a
high 2021 base), but remain profitable in 2022, which we
incorporate in our base-case. According to Clarkson Research, the
average one-year T/C rate for capesize vessels was $21,000/day in
the year to date, with strong momentum since March pushing the rate
to $28,000/day in May. This is up from an average $13,300/day
between January and May 2020. Based on expected demand-and-supply
conditions, we forecast an average T/C rate for capesize vessels of
$24,000/day-$25,000/day in 2021 and $19,000/day-$20,000/day in
2022, compared with $14,000/day-$15,000/day in 2020.

"The combination with Navios Containers increased Navios Partners'
scale, expanded its customers base, and lengthened its charter
profile. Furthermore, we believe Navios Partners' current short- to
medium -term T/C profile, underpinned by attractive rates, partly
shields the company from the industry's cyclical swings. We
understand that the charter profile consists of fully
noncancellable and fixed-rate contracts. Furthermore, Navios
Partners benefits from good operating efficiency, and predictable
operating costs, with no exposure to volatile bunker fuel prices
and other voyage expenses, which typically under T/C agreements are
borne by counterparties. Although scale provides some competitive
advantage, Navios Partners remains exposed to volatile dry bulk and
container shipping charter rates (and vessel values), in particular
in the event of the counterparty's nonperformance on charter
agreements or default. We view the shipping sector as having
higher-than-average industry risk, constraining our overall
assessment of Navios Partners' business risk profile. In our view,
this stems from the industry's capital intensity, high
fragmentation, frequent supply-demand imbalances, history of
meaningful oversupply, and limited ability to differentiate
services, leaving industry players to compete mainly on price."

Navios Partners retains a narrower business scope than its peer
group, including large global transport services providers, with a
business model built only around dry bulk vessels and
containerships and large exposure to a few container liners. Navios
Partners' cash flow prospects are susceptible to counterparties'
financial capacity and willingness to deliver on their commitments.
S&PS aid, "According to our estimates, Navios Partners' top-six
counterparties (container liners) represent about 40% of its
forecast 2021 revenue. Following the most recent quarterly
reporting by the leading container liners--signifying a
steeper-than-expected recovery in global trade volumes, stringent
capacity deployment, and effective measures to steadily reduce
costs, Navios Partners' top customers, among others container
liners we
rate--com.spglobal.ratings.services.article.services.news.xsd.MarkedData@3defaea1
(BB-/Stable/--),
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@4aa1852c
(BB/Stable/--), and
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@2d944ee
(BBB/Positive/--)--improved their free operating cash flow (FOCF)
and liquidity, and reduced debt, resulting in stronger credit
metrics in 2020. This robust industry momentum should persist in
2021 allowing container liners to further expand their financial
flexibility. We realize, however, that the container shipping
industry will remain tied to cyclical supply-and-demand conditions
and vulnerable to low probability high-impact events, which
typically depress utilization and charter rates. Industry downturns
in recent years have prompted high-profile financial restructurings
and defaults at the liner companies. This included South Korean
container liner Hyundai Merchant Marine (HMM) with which Navios
Partners agreed substantial charter rate reductions on five ships
in 2016. Since then, we understand that, after several government
interventions and equity injections, HMM's credit quality has
improved. We also note that HMM remains one of Navios Partners'
largest counterparties. However, its contribution diminished after
the combination with Navios Containers' ships, with HMM
representing about 9% of Navios Partners' forecast 2021 revenue,
under our base-case, compared with 23%-26% recorded in 2018, 2019,
and 2020. Moreover, current industry charter rates far exceed
contracted rates with HMM, which normally limits the risk of
charter amendments."

S&P said, "We expect Navios Partners' credit metrics to improve
gradually as the company amortizes debt from FOCF and financial
flexibility increases for the likely fleet expansion and
rejuvenation. Underpinned by the current charter agreements and
strong rate momentum, Navios Partners' EBITDA will increase
significantly to $350 million-$370 million in 2021, according to
our base case, compared with $125 million-$130 million pro-forma in
2020. This combined with gradually decreasing debt from excess cash
flows and interest expenses will boost credit metrics in 2021, with
our adjusted FFO to debt surging to 40%-45% (from 13%-14% in 2020)
and debt to EBITDA shrinking to 2.0x-2.2x (from 5.5x in 2020). This
is significantly below Navios Partners' historical adjusted
leverage levels of 4.0x-5.5x during 2015-2020. Taking into account
the current contracted revenue backlog of about $0.9 billion in
2021-2023 and solid EBITDA-to-FOCF conversion, our base-case
stipulates that Navios Partners' cash flow could be sufficient to
service annual mandatory debt amortization (of up to $150 million
in 2021-2022) and help build an ample cash position. This would
provide liquidity leeway for further potential ship acquisitions or
shareholder returns and against unexpected operational adversities.
It would also support an improvement in adjusted FFO to debt to
50%-60% and adjusted debt to EBITDA below 2.0x in 2022. These
ratios would outstrip our thresholds for the current intermediate
financial profile assessment and fall within our modest category.
That said, we consider the financial risk assessment of
intermediate more appropriate for Navios Partners because we
realize that the shipping industry is tied to cyclical
supply-and-demand conditions, posing a risk that our 2022 EBITDA
forecast for Navios Partners might not materialize. Our sensitivity
analysis suggests that a possible 30% drop in EBITDA from our
forecast levels would result in a financial risk assessment of
intermediate--one category weaker than the cash flow/leverage
assessment of modest that our base-case currently indicates.

"Navios Partners lacks a track record of operating with the lower
financial leverage we forecast in our base case. We apply a
negative comparable rating analysis modifier to our 'bb' anchor for
the company, resulting in an overall rating of 'BB-', because we
note that the likely strongly improved credit ratios we expect in
2021 would be a new achievement for the company. This means that
there is no track record of Navios Partners' operating at such a
leverage level or commitment to maintain this degree of financial
risk, which weighs on rating upside at this time."

The positive outlook reflects the possibility of an upgrade in the
next 12 months.

S&P could raise the rating if it believes that Navios Partners is
able and willing to maintain adjusted FFO to debt of more than 30%,
which is our threshold for a 'BB' rating.

This would be contingent on industry momentum persisting and
allowing the company to re-charter its ships at rates consistent
with (or higher than) our base case, extend its charter profile
duration, and enhance earnings predictability, while continuing to
reduce debt according to the mandatory amortization schedule. Given
the industry's inherent volatility, an upgrade would also depend on
the company's ability to achieve an ample cushion under the credit
measures for potential EBITDA fluctuations.

S&P said, "Furthermore, we would need to be convinced that
management's financial policy does not allow for significant
increases in leverage. This means, for example, that the company
applies excess cash for fleet expansion or rejuvenation and that
dividend distributions remain prudent.

"We would revise the outlook to stable if Navios Partners' earnings
appear to weaken due to a significant deterioration in charter rate
conditions, resulting in adjusted FFO to debt being unlikely to
stay above 30%.

"A negative rating action could also follow any unexpected
deviations in terms of financial policy, for example, if we believe
that the company is pursuing significant and largely debt-funded
investments in additional tonnage or aggressive shareholder
distributions, which would depress credit metrics. We consider
adjusted FFO to debt of more than 20% consistent with the current
rating."

Rating pressure would also arise if container liners' credit
quality appears to weaken unexpectedly, increasing the risk of
amendments to existing contracts, delayed payments, or nonpayment
under the charter agreements.




=============
I R E L A N D
=============

ARMADA EURO V: S&P Assigns Prelim. B- Rating on Class F Notes
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Armada Euro CLO V DAC's class A, B, C, D, E, and F notes. At
closing, the issuer will also issue unrated subordinated notes.

The preliminary ratings reflect S&P's assessment of:

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

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

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

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

-- The transaction's counterparty risks, which S&P expects to be
in line with itsr counterparty rating framework.

  Portfolio Benchmarks
                                                         CURRENT
  S&P weighted-average rating factor                    2,790.25
  Default rate dispersion                                 536.06
  Weighted-average life (years)                             5.18
  Obligor diversity measure                               105.07
  Industry diversity measure                               21.78
  Regional diversity measure                                1.37

  Transaction Key Metrics
                                                         CURRENT
  Total par amount (mil. EUR)                                300
  Defaulted assets (mil. EUR)                                  0
  Number of performing obligors                              126
  Portfolio weighted-average rating
  derived from our CDO evaluator                             'B'
  'CCC' category rated assets (%)                           1.97
  Covenanted 'AAA' weighted-average recovery (%)           36.38
  Covenanted weighted-average spread (%)                    3.55
  Covenanted weighted-average coupon (%)                    4.25

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

S&P said, "We understand that at closing, the portfolio will be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow
collateralized debt obligations (CDOs; see "Global Methodology And
Assumptions For CLOs And Corporate CDOs," published on June 21,
2019).

"In our cash flow analysis, we used the EUR300 million target par
amount, the covenanted weighted-average spread (3.55%), the
reference weighted-average coupon (4.25%), and the target minimum
weighted-average recovery rate as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

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

"Until the end of the reinvestment period on Jan. 28, 2026, the
collateral manager can substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and compares that with the
default potential of the current portfolio plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager can, through trading, deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

"At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under our current
counterparty criteria.

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

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

"For the class F notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses that
are commensurate with a 'CCC' rating. However, we have applied our
'CCC' rating criteria resulting in a 'B-' rating to this class of
notes.

"The one notch of ratings uplift (to 'B-') from the model generated
results (of 'CCC'), reflects several key factors, including:

"The available credit enhancement for this class of notes is in the
same range as other CLOs that we rate, and that have recently been
issued in Europe."

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

S&P said, "Our model generated break even default rate at the 'B-'
rating level of 25.69% (for a portfolio with a weighted-average
life of 5.18 years), versus if we were to consider a long-term
sustainable default rate of 3.1% for 5.18 years, which would result
in a target default rate of 16.06%.

"The actual portfolio is generating higher spreads/coupons and
recoveries versus the covenanted threshold that we have modeled in
our cash flow analysis.

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

"Following this analysis, we consider that the available credit
enhancement for the class F notes is commensurate with the
preliminary 'B- (sf)' rating assigned.

"Taking the above factors into account and following our analysis
of the credit, cash flow, counterparty, operational, and legal
risks, we believe that our preliminary ratings are commensurate
with the available credit enhancement for all the rated classes of
notes."

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and will be managed by Brigade Capital
Europe Management LLP.

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

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

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

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries:
development, production, maintenance, trade, or stock-piling of
weapon systems, manufacture of fully completed and operational
assault weapons or firearms for sale to civilians, coal mining
and/or coal-based power generation, oil sands and associated
pipelines industry, commodity derivatives industry, growth and sale
of tobacco, production and processing of palm oil, making or
collection of pay day loans or any unlicensed and unregistered
financing, the production of illegal drugs or narcotics, and any
obligors that violate the ten principles of United Nations Global
Compact. Accordingly, since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

  Ratings List

  CLASS   PRELIM.   PRELIM. AMOUNT  SUB (%)   INTEREST RATE*
          RATING      (MIL. EUR)
  -----   -------   --------------  -------   --------------
  A       AAA (sf)      186.00      38.00  Three/six-month EURIBOR

                                             plus 0.93%
  B       AA (sf)        30.50      27.83  Three/six-month EURIBOR

                                             plus 1.65%
  C       A (sf)         21.00      20.83  Three/six-month EURIBOR

                                             plus 2.10%
  D       BBB (sf)       18.00      14.83  Three/six-month EURIBOR
  
                                             plus 3.13%
  E       BB- (sf)       16.00       9.50  Three/six-month EURIBOR

                                             plus 5.97%
  F       B- (sf)         9.00       6.50  Three/six-month EURIBOR

                                             plus 8.75%
  Subordinated  NR       27.76        N/A           N/A

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


CORK STREET CLO: Fitch Raises Class D Notes Rating to 'BB+'
-----------------------------------------------------------
Fitch Ratings has upgraded Cork Street CLO DAC's class A-2 to D
notes.

     DEBT                    RATING          PRIOR
     ----                    ------          -----
Cork Street CLO DAC

A-1A-R XS1720803839   LT  AAAsf   Affirmed   AAAsf
A-1B XS1319589351     LT  AAAsf   Affirmed   AAAsf
A-2A-R XS1720804480   LT  AAAsf   Upgrade    AAsf
A-2B-R XS1720805297   LT  AAAsf   Upgrade    AAsf
B XS1319590441        LT  A+sf    Upgrade    Asf
C XS1319590953        LT  BBB+sf  Upgrade    BBBsf
D XS1319590870        LT  BB+sf   Upgrade    BBsf

TRANSACTION SUMMARY

Cork Street CLO DAC is a cash flow CLO mostly comprising senior
secured obligations. The transaction's reinvestment period ended in
November 2019 and the transaction is currently amortising.

KEY RATING DRIVERS

Transaction Deleveraging; Increasing Credit Enhancement

The affirmation of the class A-1 notes and the upgrades of
remaining notes reflect a notable increase in credit enhancement
(CE) across the notes following portfolio amortisation and the
sequential paydown of the class A-1 notes by EUR74 million since
Fitch's rating action in July 2020 to EUR156.1 million post the
latest interest payment date in May 2021. CE of the class A-1 notes
has increased to 50.3% currently from 40.8% in July 2020.

The Positive Outlook of the class B and C notes reflects Fitch's
expectation of further deleveraging of the transaction leading to
higher CE. The transaction is currently locked out of reinvestment
due to the breach of the weighted average life test (WAL).

The Stable Outlook on the class D notes reflect their subordinated
status such that when the transaction amortises, the notes would be
backed by a more concentrated portfolio than the senior notes.
However, this would be counter-balanced by an increase of CE.

Notes Resilient to Coronavirus Stress

The ratings are resilient to the sensitivity analysis Fitch ran in
light of the coronavirus pandemic. Fitch has recently updated its
CLO coronavirus stress scenario to assume half of the corporate
exposure on Negative Outlook is downgraded by one notch (floored at
'CCC+') instead of 100%.

Average Portfolio Quality

The portfolio's weighted average credit quality is 'B'/'B-'. By
Fitch's calculation, the portfolio weighted average rating factor
(WARF) is 34.6. Assets with a Fitch-derived rating (FDR) on
Negative Outlook make up 18% of the portfolio balance. The
portfolio's weighted average rating factor (WARF) would increase by
0.9pp in Fitch's coronavirus baseline analysis. Assets with an FDR
in the 'CCC' category or below make up about 7% of the collateral
balance, including 1% unrated assets. Senior secured obligations
comprise 99% of the portfolio, which have more favourable recovery
prospects than second-lien, unsecured and mezzanine assets. Fitch's
weighted average recovery rate of the current portfolio based on
the investor report in May 2021 was 64.8%.

The transaction was below par by about 40bp per the investor report
in May 2021. The transaction is passing all tests are passing
except the Fitch WAL. The top 10 obligors and the largest obligor
are both below 22% and 3% respectively.

RATING SENSITIVITIES

This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modelling process uses the modification
of these variables to reflect asset performance in upside and
downside environments. The results below should only be considered
as one potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
future performance.

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

-- A 25% reduction of the mean default rate (RDR) and a 25%
    increase in the recovery rate (RRR), both across all ratings,
    will result in an upgrade of no more than three notches across
    the structure, apart from the class A-1 and A-2 notes, which
    are already at the highest 'AAAsf' rating.

-- Upgrades may occur in the event of better-than-expected
    portfolio credit quality and deal performance, leading to
    higher CE and excess spread available to cover for losses in
    the remaining portfolio. Should the transaction continue to
    amortise while its performance remains stable, the class C and
    D notes may be upgraded to the next rating category.

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

-- A 25% increase of the mean RDR and a 25% decrease of the RRR,
    both across all ratings, will result in downgrades of two to
    six notches across the structure.

-- Downgrades may occur if build-up of the notes' CE following
    amortisation does not compensate for a larger loss expectation
    than initially assumed due to unexpectedly high levels of
    defaults and portfolio deterioration. However, this is not
    Fitch's base case.

Coronavirus Downside Sensitivity

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress in the major economies. The
downside sensitivity applies a single-notch downgrade to the FDRs
of the corporate exposures on Negative Outlook (floored at CCC+).
This sensitivity has no rating impact across the structure.

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.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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.


FINANCE IRELAND 3: DBRS Gives Prov. B Rating on 2 Debt Tranches
---------------------------------------------------------------
DBRS Ratings GmbH assigned provisional ratings to the following
residential mortgage-backed floating-rate notes to be issued by
Finance Ireland RMBS No. 3 DAC (the Issuer):

-- Class A rated AAA (sf)
-- Class B rated AA (sf)
-- Class C rated A (sf)
-- Class D rated BBB (low) (sf)
-- Class E rated BB (sf)
-- Class F rated B (sf)
-- Class X rated B (sf)

DBRS Morningstar does not rate the Class Y and Class Z notes also
expected to be issued in the transaction.

The provisional rating on the Class A notes addresses the timely
payment of interest and ultimate payment of principal. The
provisional ratings on the Class B, Class C, Class D, and Class E
notes address the timely payment of interest once most senior and
the ultimate repayment of principal on or before the final maturity
date. The provisional ratings on Class X and F notes address the
ultimate payment of interest and principal.

The Issuer is a bankruptcy-remote, special-purpose vehicle
incorporated in Ireland. The issued notes will be used to fund the
purchase of Irish residential mortgage loans originated by Finance
Ireland Credit Solutions DAC (Finance Ireland) and Pepper Finance
Corporation DAC (Pepper).

Since 2018, Finance Ireland has been offering residential mortgage
loans within the Irish market distributed by regulated
intermediaries. Finance Ireland's residential mortgages are
available exclusively through appointed mortgage brokers. Pepper
began originating mortgage loans in 2016, and in December 2018, it
sold its mortgage business to Finance Ireland.

All mortgages have been originated post-crisis and in accordance
with the new mortgage code of conduct. As of 31 April 2021, the
mortgage portfolio aggregated to EUR 292.3 million. All loans were
originated between 2016 and 2021, but 97% of the pool has been
originated in the past 10 months (i.e., from July 2020 to April
2021) as loans pre-dating the second half of 2020 have been
securitized under the previous transactions, Finance Ireland RMBS
No. 1 and Finance Ireland RMBS No. 2.

The beneficial interest of the mortgage loans will be transferred
to the Issuer whereas the legal titles of the mortgage loans will
remain with Finance Ireland. Pepper will also service the mortgage
portfolio, with Intertrust Management Ireland Limited acting as the
backup servicer facilitator. Pepper's servicing capabilities are
appropriate to monitor and manage the performance of its mortgage
book and securitized mortgage portfolios. In DBRS Morningstar's
view, this setup can mitigate a potential servicer termination and
therefore remedy potential interest shortfalls arising from
operational issues.

The Class A notes will benefit from an amortizing liquidity reserve
fund (ALRF) providing liquidity support for items senior in the
waterfall to payments of interest on the Class A notes. The
liquidity reserve will have a target amount equal to 0.75% of the
outstanding Class A notes balance, down to a floor of EUR 1
million. While the amortized amounts are released through the
revenue waterfall, the final release of the floor occurs through
the principal waterfall when the sum of principal available funds
and the ALRF floor is enough to fully redeem the Class A notes.

The general reserve fund provides credit support for the rated
notes. The general reserve will have a target amount equal to 0.75%
of the outstanding balance of the Class A to Class F notes less the
ALRF amount.

Class B to Class F are locked out of support if there is an
outstanding principal deficiency ledger (PDL) balance on the
respective class ledger. However, when they are the most-senior
classes outstanding, the support will be available regardless of
PDL debiting. The general reserve fund can only be used after the
ALRF, but in priority to principal to cover the interest shortfalls
and debited PDLs. While the amortized amounts are released through
the revenue waterfall, the final release of the floor occurs
through the principal waterfall when the sum of principal available
funds and available reserve fund is enough to fully redeem the
Class F notes.

Credit enhancement for the Class A notes is calculated at 17.2% and
is provided by the subordination of the Class B to Class Z notes
and the reserve funds. Credit enhancement for the Class B notes is
calculated at 11.2% and is provided by the subordination of the
Class C to Class Z notes and the reserve funds. Credit enhancement
for the Class C notes is calculated at 8.0% and is provided by the
subordination of the Class D to Class Z notes and the reserve
funds. Credit enhancement for the Class D notes is calculated at
5.0% and is provided by the subordination of the Class E to Class Z
notes and the reserve funds. Credit enhancement for the Class E
notes is calculated at 4.0% and is provided by the subordination of
the Class Z notes and the reserve funds. Credit enhancement for the
Class F notes is calculated at 2.0% and is provided by the
subordination of the Class Z notes and the reserve funds.

A key structural feature is the provisioning mechanism in the
transaction that is linked to the arrears status of a loan besides
the usual provisioning based on losses. The degree of provisioning
increases in line with increases in the number of months in a
loan's arrears status. This is positive for the transaction as
provisioning based on the arrears status traps any excess spread
much earlier for a loan that may ultimately end up in foreclosure.

The Issuer will enter into a fixed-to-floating balance guaranteed
swap agreement with BNP Paribas SA (rated AA (low) with a Stable
trend by DBRS Morningstar) which, in combination with the
fixed-rate floor of 200 basis points (bps) over the then-prevailing
mid-swap rate for loans that reset or switch to fixed-rate loans,
will lock in a post-swap margin of at least 187 bps for all loans
that reset to a new fixed rate or switch to a fixed rate before the
step-up date. To hedge the floating-rate portion of the portfolio,
the loans that are currently paying a standard variable rate (SVR)
rate, revert to SVR, or switch to SVR are subject to a minimum rate
of one-month Euribor (floored at zero) plus 240 bps.

Borrower collections are held with The Governor and Company of the
Bank of Ireland (rated A (low) with a Negative trend by DBRS
Morningstar) and are deposited on the next business day into the
Issuer transaction account held with Elavon Financial Services DAC,
UK Branch. DBRS Morningstar's private rating on the Issuer Account
Bank is consistent with the threshold for the account bank outlined
in its "Legal Criteria for European Structured Finance
Transactions" methodology, given the ratings assigned to the
notes.

DBRS Morningstar based its ratings on a review of the following
analytical considerations:

-- The transaction capital structure and form and sufficiency of
available credit enhancement.

-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities. DBRS
Morningstar calculated probability of default (PD), loss given
default (LGD), and expected loss (EL) outputs on the mortgage
portfolio. The PD, LGD, and EL are used as an input into DBRS
Morningstar's cash flow tool. DBRS Morningstar analyzed the
mortgage portfolio in accordance with its "Master European
Residential Mortgage-Backed Securities Rating Methodology and
Jurisdictional Addenda".

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, Class
E, and Class F notes according to the terms of the transaction
documents. DBRS Morningstar analyzed the transaction structure
using Intex DealMaker.

-- The DBRS Morningstar sovereign rating of A (high)/R-1 (middle)
with Stable trends (as of the date of this press release) on the
Republic of Ireland.

-- The consistency of the legal structure with DBRS Morningstar's
"Legal Criteria for European Structured Finance Transactions"
methodology and the presence of legal opinions addressing the
assignment of the assets to the Issuer.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that delinquencies may
arise in the coming months for many residential mortgage-backed
security (RMBS) transactions, some meaningfully. The ratings are
based on additional analysis and adjustments to expected
performance as a result of the global efforts to contain the spread
of the coronavirus.

Notes: All figures are in euros unless otherwise noted.


MULCAIR SECURITIES 2: DBRS Gives Prov. BB Rating on Class E Notes
-----------------------------------------------------------------
DBRS Ratings GmbH assigned the following provisional ratings to the
notes to be issued by Mulcair Securities No. 2 DAC (Mulcair No.2 or
the Issuer):

-- Class A rated AAA (sf)
-- Class B rated AA (sf)
-- Class C rated A (low) (sf)
-- Class D rated BBB (low) (sf)
-- Class E rated BB (sf)
-- Class F rated BB (low) (sf)

The Class Z notes also expected to be issued in the transaction are
not rated by DBRS Morningstar.

The provisional rating on the Class A notes addresses the timely
payment of interest and ultimate payment of principal. The
provisional rating on the Class B notes addresses the timely
payment of interest when the notes are the most senior and the
ultimate payment of principal. The provisional ratings on the Class
C, Class D, Class E, and Class F notes address the ultimate payment
of interest and ultimate payment of principal. An increased margin
on all the rated notes is payable from the step-up date in April
2024. Additional amounts are also due to the Class D, Class E, and
Class F notes on and from the first interest payment date following
the step-up date. Such additional amounts are not rated by DBRS
Morningstar.

Mulcair No.2 is a bankruptcy-remote special-purpose vehicle
incorporated in Ireland. The issued notes will be used to fund the
purchase of reperforming Irish residential mortgage loans sold by
The Governor and Company of the Bank of Ireland (rated A (low) with
a Negative trend by DBRS Morningstar) and secured over properties
in Ireland.

As of March 31, 2021, the provisional secured mortgage portfolio
consisted of 3,037 loans to 1,190 borrowers with a total portfolio
balance of approximately EUR 347.4 million with an additional EUR
6.6 million of unsecured loans. The weighted-average (WA)
loan-to-indexed value is 66.8% with a WA seasoning of 14.5 years.
Most of the portfolio consists of floating-for-life loans (88.6%)
indexed either to the European Central Bank Base Rate (63.7%) or an
Standard Variable Rate set by the Bank of Ireland (25.0%). The
remaining 11.4% of fixed-rate loans will switch to the SVR. The
notes pay a floating rate of interest linked to three-month
Euribor.

To partially mitigate the interest rate mismatch, the transaction
is structured with an interest rate cap agreement with Natixis,
which is privately rated by DBRS Morningstar. The interest rate cap
agreement will terminate on 24 April 2028 or, if earlier, the date
as of which all amounts due under the Class A, Class B, Class C,
Class D, Class E, and Class F notes have been repaid and/or
redeemed in full. The Issuer will receive payments to the extent
that one-month Euribor is higher than 1.5% for the relevant
interest period. The interest rate cap notional balance will be
equal to 20.0% of the portfolio balance.

Approximately 82.0% of the provisional mortgage portfolio by loan
balance was originated between 2005 and 2008. The performance
history for the pool indicates that 43.4% of the outstanding pool
has previously been more than three months in arrears and that
around 97.8% has undergone some form of forbearance measure.
Currently, 1.4% of the portfolio is more than three months in
arrears.

The Class A and B notes benefit from liquidity support provided by
a senior reserve fund. At closing, the senior reserve fund will be
sized at 2.0% of the Class A and B notes balance and will amortize
with a floor of 1.0% of the initial Class A and B notes balance.

The Class C, Class D, Class E, and Class F notes benefit from
credit and liquidity support provided by the amortizing general
reserve. The general reserve will be sized at 2.0% of the initial
Class C to Class F notes and will amortize with no floor, in line
with these notes. The general reserve does not provide support to
the Class A notes.

Credit enhancement for the Class A notes is calculated at 28.5% and
is provided by the subordination of the Class B to Class Z notes.
Credit enhancement for the Class B notes is calculated at 21.5% and
is provided by the subordination of the Class C to Class Z notes
and the general reserve fund. Credit enhancement for the Class C
notes is calculated at 16.8% and is provided by the subordination
of the Class D to Class Z notes and the general reserve fund.
Credit enhancement for the Class D notes is calculated at 12.5% and
is provided by the subordination of the Class E to Class Z notes
and the general reserve fund. Credit enhancement for the Class E
notes is calculated at 10.5% and is provided by the subordination
of the Class F and Class Z notes as well as the general reserve
fund. Credit enhancement for the Class F notes is calculated at
9.5% and is provided by the subordination of the Class Z notes and
the general reserve fund.

A key structural feature is the provisioning mechanism in the
transaction that is linked to the arrears status of a loan besides
the usual provisioning based on losses. The degree of provisioning
increases in line with increases in the number of months in a
loan’s arrears status. This is positive for the transaction as
provisioning based on the arrears status will trap any excess
spread much earlier for a loan, which may ultimately end up in
foreclosure.

Borrower collections are held with The Governor and Company of the
Bank of Ireland and are deposited on the next business day into the
Issuer deposit account held with The Bank of New York Mellon -
London Branch (rated AA (high) with a Stable trend by DBRS
Morningstar). DBRS Morningstar's rating on the Issuer Account Bank,
along with the replacement provisions upon downgrade below "A", is
consistent with the threshold for the Account Bank outlined in DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology, given the ratings assigned to the
notes.

The ratings are based on DBRS Morningstar's review of the following
analytical considerations:

-- Transaction capital structure and form and sufficiency of
available credit enhancement.

-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities. DBRS
Morningstar calculated probability of default (PD), loss given
default (LGD), and expected loss (EL) outputs on the mortgage
portfolio. The PD, LGD, and ELs are used as an input into DBRS
Morningstar's cash flow tool. DBRS Morningstar analyzed the
mortgage portfolio in accordance with its "Master European
Residential Mortgage-Backed Securities Rating Methodology and
Jurisdictional Addenda".

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, Class
E and Class F notes according to the terms of the transaction
documents.

-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents.

-- The sovereign rating on the Republic of Ireland at A (high)/R-1
(middle) with Stable trends as of the date of this press release.

-- The consistency of the legal structure with DBRS Morningstar's
"Legal Criteria for European Structured Finance Transactions"
methodology and the presence of legal opinions addressing the
assignment of the assets to the Issuer.

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker, considering the default rates at which the rated notes
did not return all specified cash flows.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading in some cases
to increases in unemployment rates and income reductions for
borrowers. DBRS Morningstar anticipates that delinquencies may
continue to increase in the coming months for many structured
finance transactions, some meaningfully. The ratings are based on
additional analysis and, where appropriate, adjustments to expected
performance as a result of the global efforts to contain the spread
of the coronavirus. For this transaction, DBRS Morningstar
incorporated an increase in probability of default for certain
borrower characteristics, and conducted additional sensitivity
analysis to determine that the transaction benefits from sufficient
liquidity support to withstand potential high levels of payment
holidays in the portfolio.

Notes: All figures are in euros unless otherwise noted.


MULCAIR SECURITIES 2: S&P Gives Prelim. B+ Rating on Class F Notes
------------------------------------------------------------------
S&P Global Ratings has assigned its preliminary credit ratings to
Mulcair Securities No. 2 DAC's (Mulcair's) class A, B-Dfrd, C-Dfrd,
D-Dfrd, E-Dfrd, and F-Dfrd notes. At closing, Mulcair will also
issue unrated class Z notes.

S&P said, "Our ratings address the timely payment of interest and
the ultimate payment of principal on the class A notes. Our ratings
on the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd address the
ultimate payment of interest and principal on these notes. Our
ratings do not address the payment of additional note payments on
the class D-Dfrd, E-Dfrd, and F-Dfrd notes."

Mulcair is a securitization of a pool of predominantly
first-ranking residential mortgage loans, secured on properties in
Ireland originated by the Bank of Ireland, ICS Building Society,
and Bank of Ireland Mortgage Bank. Bank of Ireland will act as
servicer for all of the loans in the transaction from the closing
date.

Although the loans in the pool were originated as prime mortgages,
arrears in the portfolio peaked at approximately 56% in 2013,
mainly due to the stressed macroeconomic environment in Ireland.
Since then, arrears have decreased in line with overall mortgage
market trends in Ireland. S&P attributes this to the improved
economy and to restructuring arrangements implemented by the
servicer.

The originator will retain an economic interest in the transaction,
in the form of an unrated vertical risk retention (VRR) loan note
that accounts for 5% of the pool balance at closing. The remaining
95% of the pool will be funded through the proceeds of the
mortgage-backed rated notes.

S&P said, "Our ratings reflect our assessment of the transaction's
payment structure, cash flow mechanics, and the results of our cash
flow analysis to assess whether the notes would be repaid under
stress test scenarios. The transaction's structure relies on a
combination of subordination, excess spread, a senior reserve fund,
and a general reserve fund to cover credit losses and income
shortfalls. Having taken these factors into account, we consider
the credit enhancement available to the rated notes to be
commensurate with the ratings that we have assigned."

  Preliminary Ratings

  CLASS    PRELIM. RATING*   CLASS SIZE (%)
  A         AAA (sf)          71.5
  B-Dfrd    AA (sf)            7.00
  C-Dfrd    A (sf)             4.75
  D-Dfrd    BBB (sf)           4.25
  E-Dfrd    BB+ (sf)           2.5
  F-Dfrd    B+ (sf)            1.5
  Z-Dfrd    NR                 8.5

*S&P said, "Our preliminary ratings address timely receipt of
interest and ultimate repayment of principal on the class A notes
and the ultimate payment of interest and principal on the other
rated notes. Our preliminary ratings on the class B-Dfrd to F-Dfrd
notes also address the payment of interest based on the lower of
the stated coupon and the net weighted-average coupon."

NR--Not rated.
TBD--To be determined.


NORTH WESTERLY VI: Fitch Affirms 'B-' Rating on Class F Notes
-------------------------------------------------------------
Fitch Ratings has affirmed North Westerly VI B.V. and revised the
Outlook on the class E and F notes to Stable from Negative.

     DEBT                RATING          PRIOR
     ----                ------          -----
North Westerly VI B.V.

A XS2083211370     LT  AAAsf  Affirmed   AAAsf
B-1 XS2083212261   LT  AAsf   Affirmed   AAsf
B-2 XS2083212857   LT  AAsf   Affirmed   AAsf
C XS2083213152     LT  Asf    Affirmed   Asf
D XS2083213749     LT  BBBsf  Affirmed   BBBsf
E XS2083214473     LT  BB-sf  Affirmed   BB-sf
F XS2083214713     LT  B-sf   Affirmed   B-sf

TRANSACTION SUMMARY

North Westerly VI B.V. is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. The portfolio is
managed by NIBC Bank N.V. The reinvestment period ends in August
2024.

KEY RATING DRIVERS

Stable Asset Performance: The transaction is still in its
reinvestment period and the portfolio is actively managed by the
collateral manager. Asset performance has been stable since the
last review in August 2020. As per the trustee report dated 10 May
2021, the transaction is above par by 21bp. All Fitch related
portfolio profile tests, collateral quality test and coverage tests
are passing. Exposure to assets with a Fitch-derived rating of
'CCC+' and below calculated by Fitch as of 12 June 2021 was 1.56%
(or 2.29% including the unrated names, which Fitch treats as 'CCC'
per its methodology, while the manager can classify as 'B-' for up
to 10% of the portfolio) against the 7.5% limit.

Resilience to Coronavirus Stress: The affirmation reflects
portfolio's stable credit quality since the last review. The Stable
Outlooks on the class A, B, C and D notes and the revision of
Outlook on the class E notes to Stable from Negative reflect a
healthy default rate cushion in the sensitivity analysis Fitch ran
in light of the coronavirus pandemic. The class F notes show a
small shortfall, but Fitch has revised their Outlook to Stable as
the shortfall is small and driven by back-loaded default scenario,
which is not an imminent risk. Fitch has recently updated its CLO
pandemic stress scenario to assume that half of the corporate
exposure on the Negative Outlook is downgraded by one notch rather
than 100%.

'B' Portfolio: Fitch assesses the average credit quality of the
obligors to be in the 'B' category. The Fitch calculated weighted
average rating factor (WARF) of the current portfolio is 32.42
slightly higher than the trustee reported Fitch WARF of 32.15, both
are below the reported maximum covenant of 33.0.

High Recovery Expectations: Of the portfolio, 93.9% comprises
senior secured obligations. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. As per the latest trustee report, the Fitch
weighted average recovery rating of the portfolio is 67.7%.

Well Diversified Portfolio: The portfolio is well diversified
across obligors, countries and industries. The top 10 obligor
concentration is 13.1%, and no obligor represents more than 1.6% of
the portfolio balance.

Deviation from Model-implied Rating (MIR): The MIR for the class F
notes is one notch below the current rating. The deviation from the
MIR reflects Fitch's view of a significant margin of safety
provided by available credit enhancement. The notes do not present
a "real possibility of default", which is the definition of 'CCC'
in Fitch's Rating Definitions.

RATING SENSITIVITIES

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

-- At closing, Fitch used a standardised stressed portfolio
    (Fitch's stressed portfolio) that was customised to the
    portfolio limits as specified in the transaction documents.
    Even if the actual portfolio shows lower defaults and smaller
    losses (at all rating levels) than Fitch's stressed portfolio
    assumed at closing, an upgrade of the notes during the
    reinvestment period is unlikely. This is because the portfolio
    credit quality may still deteriorate, not only by natural
    credit migration, but also because of reinvestment.

-- After the end of the reinvestment period, upgrades may occur
    in the event of better-than-expected portfolio credit quality
    and deal performance, leading to higher credit enhancement and
    excess spread available to cover for losses in the remaining
    portfolio.

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

-- Downgrades may occur if the build-up of credit enhancement
    following amortisation does not compensate for a larger loss
    expectation than initially assumed due to unexpectedly high
    levels of default and portfolio deterioration. As the
    disruptions to supply and demand due to the pandemic become
    apparent, loan ratings in those sectors will also come under
    pressure. Fitch will update the sensitivity scenarios in line
    with the view of its Leveraged Finance team.

Coronavirus Potential Severe Downside Stress Scenario:

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies. The potential severe downside
stress incorporates the following stresses: applying a notch
downgrade to all the corporate exposure on Negative Outlook. This
scenario does not result in downgrades across the capital
structure, except for class F notes, which would pass at a one
notch lower rating.

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

North Westerly VI B.V.

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

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

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

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


OAK HILL V: Fitch Affirms 'B-' Rating on Class F Notes
------------------------------------------------------
Fitch Ratings has upgraded Oak Hill European Credit Partners V DAC
, except for class F notes, which were affirmed.

     DEBT                RATING            PRIOR
     ----                ------            -----
Oak Hill European Credit Partners V DAC

A-1R XS2081560638   LT  AAAsf   Affirmed   AAAsf
A-2 XS1531383898    LT  AAAsf   Affirmed   AAAsf
B-1 XS1531384516    LT  AA+sf   Upgrade    AAsf
B-2 XS1531384276    LT  AA+sf   Upgrade    AAsf
C XS1531385083      LT  A+sf    Upgrade    Asf
D XS1531385596      LT  BBB+sf  Upgrade    BBBsf
E XS1531385919      LT  Bsf     Upgrade    BB-sf
F XS1531386131      LT  B-sf    Affirmed   B-sf

TRANSACTION SUMMARY

Oak Hill European Credit Partners V DAC is a cash flow CLO mostly
comprising senior secured obligations. The transaction is out of
its reinvestment period and is actively managed by Oak Hill
Advisors (Europe), LLP.

KEY RATING DRIVERS

Amortisation Supports Upgrades: The upgrades are supported by the
partial deleveraging of the senior notes since the reinvestment
period ended in February 2021. Due to amortisation of EUR29.5
million and EUR1.2 million respectively, credit enhancement for the
class A-1R and A-2 notes has increased to 41.6%.

As the transaction is currently outside its reinvestment period
reinvestment of sale proceeds of credit risk obligations,
credit-improved obligations and from unscheduled principal proceeds
is constrained by the transaction's breach of its Moody's weighted
average rating factor (WARF) collateral quality test. Reinvestment
of those proceeds is only allowed if the test complies after the
reinvestment.

Resilient to Coronavirus Stress: Fitch has recently updated its CLO
coronavirus stress scenario to assume that half of the corporate
exposure on Negative Outlook is downgraded by one notch, instead of
100%. The upgrades, affirmations and revision of Outlooks to Stable
reflect the broadly stable portfolio credit quality of the
transaction since its last rating action in August 2020. The
revision of Outlook on the class F notes to Stable from Negative
and Stable Outlooks on the other notes reflect the resilience of
the notes to this scenario. All notes show a cushion except the
class F, which shows a marginal failure.

Stable Asset Performance: The transaction's metrics have either
improved or remained stable since the last rating action. The
transaction was below par by 2.25% as of the investor report in May
2021. It failed the Fitch WARF, weighted average spread (WAS) and
weighted average life (WAL) tests but passed all portfolio profile
tests and coverage tests. Exposure to assets with a Fitch-derived
rating (FDR) of 'CCC+' and below was 5.26 % (excluding non-rated
assets).

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors in the 'B'/'B-' category. The
WARF as calculated by Fitch was 34.96 (assuming unrated assets are
CCC), above the maximum covenant of 34. The Fitch WARF would
increase by 1.16 after applying the coronavirus baseline stress.

High Recovery Expectations: Senior secured obligations plus cash
comprise 97.47% of the portfolio. Fitch views the recovery
prospects for these assets as more favourable than for second-lien,
unsecured and mezzanine assets.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 15.53%, and no obligor represents more than 1.73%
of the portfolio balance.

Deviation from Model-implied Ratings (MIR): For the class B1 and
B2, the ratings are one notch lower than the model-implied ratings.
The rating deviation reflects the extremely slim default-rate
cushion at the MIR and the failure to pass the coronavirus baseline
scenario at the MIR.

RATING SENSITIVITIES

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

-- A reduction of the default rate (RDR) at all rating levels by
    25% of the mean RDR and an increase in the recovery rate (RRR)
    by 25% at all rating levels would result in an upgrade of up
    to four notches depending on the notes. Except for the class A
    notes, which are already at the highest 'AAAsf' rating,
    upgrades may occur if the portfolio's quality remains stable
    and notes continue to amortise, leading to higher credit
    enhancement across the structure.

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

-- An increase of the RDR at all rating levels by 25% of the mean
    RDR and a decrease of the RRR by 25% at all rating levels will
    result in downgrades of no more than five notches depending on
    the notes. While not Fitch's base case, downgrades may occur
    if build-up of the notes' credit enhancement following
    amortisation does not compensate for a larger loss expectation
    than initially assumed due to unexpectedly high levels of
    defaults and portfolio deterioration.

Coronavirus Severe Downside Stress

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
Covid-19 infections in the major economies. This downside
sensitivity incorporates a single-notch downgrade to all FDRs for
assets that are on Negative Outlook. This sensitivity results in a
single-notch downgrade for both the class E and F notes.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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.


PENTA CLO 2: Fitch Affirms 'B-' Rating on Class F Notes
-------------------------------------------------------
Fitch Ratings has upgraded Penta CLO 2 B.V.'s class B, D and E
notes and affirmed the rest. In addition, Fitch revised the Outlook
on the class C notes to Positive from Stable and on the class F
notes to Stable from Negative.

     DEBT                RATING          PRIOR
     ----                ------          -----
Penta CLO 2 B.V.

A-R XS1645089431   LT  AAAsf  Affirmed   AAAsf
B-R XS1645089605   LT  AAAsf  Upgrade    AA+sf
C-R XS1645090108   LT  A+sf   Affirmed   A+sf
D-R XS1645090520   LT  Asf    Upgrade    BBBsf
E XS1225775201     LT  BB+sf  Upgrade    BBsf
F XS1225775383     LT  B-sf   Affirmed   B-sf

TRANSACTION SUMMARY

Penta CLO 2 B.V. is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine and second-lien loans. The transaction exited its
reinvestment period in August 2019 and is actively managed by
Partners Group (UK) Management Ltd.

KEY RATING DRIVERS

Amortisation Supports Upgrades

The upgrades and revised Outlooks reflect the deleveraging of the
transaction since the reinvestment period ended in August 2019. The
class A-R notes have paid-down by EUR131 million, increasing credit
enhancement to 60% from 41.6%.

The transaction has continued to breach its weighted average life
(WAL) test with a current WAL of 3.63 years against a current limit
of 3.3 years as of 31 May 2021. This WAL test breach constrained
reinvestment of sale proceeds of credit risk or credit-improved
assets and/or unscheduled principal proceeds since September 2019.

Resilient to Coronavirus Stress

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

Stable Performance

The transaction was below par by 430bp as of the latest investor
report dated 31 May 2021. Overall performance has been satisfactory
and the transaction is passing all its par value and coverage
tests, collateral quality tests (other than WAL and weighted
average rating factor (WARF) tests) and portfolio profile tests
with the exception of the Fitch 'CCC' test and the top 10 obligor
concentration test, which it is failing by 432bp and by 43bp,
respectively. It also failed the WARF and 'CCC' tests of another
rating agency. The manager has classified one asset in the
portfolio as defaulted.

'B'/'B-' Credit Quality

Fitch assesses the average credit quality of obligors e in the
'B'/'B-' category. The Fitch WARF and the WARF calculated by the
trustee for Penta CLO 2 are 37.7 and 37.81, respectively, above the
covenanted maximum of 35.5. The Fitch-calculated WARF would
increase by 1.63 after applying the baseline coronavirus stress.

High Recovery Expectations

Senior secured obligations currently comprise 99.3% of the
portfolio. Fitch views the recovery prospects for these assets as
more favourable than for second-lien, unsecured and mezzanine
assets. In the latest investor report, the Fitch weighted average
recovery rating of the current portfolio was 62.4%, above the
covenanted minimum of 61.4%.

Diversified Portfolio

The portfolio is well-diversified across obligors, countries and
industries. The top 10 obligor concentration is 20.4%, and no
obligor represents more than 2.5% of the portfolio balance.

Deviation from Model-Implied Ratings

For the class D and F notes, the ratings are one notch lower than
the model-implied ratings. The rating deviation reflects only a
small default-rate cushion at the model-implied ratings, which
could swiftly be eroded by deterioration in the portfolio's
performance.

RATING SENSITIVITIES

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

-- A reduction of the default rate (RDR) at all rating levels by
    25% of the mean RDR and an increase in the recovery rate (RRR)
    by 25% at all rating levels would result in an upgrade of up
    to five notches depending on the notes. Except for the class A
    and B notes, which are already at the highest 'AAAsf' rating,
    upgrades may occur if the portfolio's quality remains stable
    and notes continue to amortise, leading to higher credit
    enhancement across the structure.

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

-- An increase of the RDR at all rating levels by 25% of the mean
    RDR and a decrease of the RRR by 25% at all rating levels will
    result in downgrades of no more than five notches depending on
    the notes. While not Fitch's base case, downgrades may occur
    if build-up of the notes' credit enhancement following
    amortisation does not compensate for a larger loss expectation
    than initially assumed due to unexpectedly high levels of
    defaults and portfolio deterioration.

-- As disruptions to supply and demand due to Covid-19 become
    apparent for other sectors, loan ratings in those sectors
    would also come under pressure. Fitch will update the
    sensitivity scenarios in line with the view of its leveraged
    finance team.

Coronavirus Severe Downside Stress

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
Covid-19 infections in the major economies. This downside
sensitivity incorporates a single-notch downgrade to all
Fitch-derived ratings for assets that are on Negative Outlook. This
sensitivity has had no rating impact across the structure.

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.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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.


SEAPOINT PARK CLO: Fitch Affirms 'B-' Rating on Class E Notes
-------------------------------------------------------------
Fitch Ratings has revised Seapoint Park CLO DAC class C, D and E
notes to Stable Outlook from Negative Outlook. All ratings have
been affirmed.

     DEBT               RATING           PRIOR
     ----               ------           -----
Seapoint Park CLO DAC

A1 XS2066776431    LT  AAsf   Affirmed   AAAsf
A2A XS2066777082   LT  AAsf   Affirmed   AAsf
A2B XS2066777751   LT  AAsf   Affirmed   AAsf
B XS2066778486     LT  Asf    Affirmed   Asf
C XS2066779294     LT  BBBsf  Affirmed   BBBsf
D XS2066779880     LT  BBsf   Affirmed   BBsf
E XS2066780201     LT  B-sf   Affirmed   B-sf
X XS2066776357     LT  AAAsf  Affirmed   AAAsf

TRANSACTION SUMMARY

The transaction is a cash flow CLO, mostly comprising senior
secured obligations. The transaction is still within its
reinvestment period and is actively managed by Blackstone Ireland
Limited.

KEY RATING DRIVERS

Stable Asset Performance: Seapoint Park CLO DAC was above par by
0.3% as of the latest investor report dated 12 May 2021. It was
passing all portfolio profile tests, collateral quality tests and
coverage tests except for the Fitch's weighted average spread (WAS)
test (3.56% versus a minimum of 3.61%). It had no exposure to
defaulted assets.

Resilient to Coronavirus Stress

The affirmations reflect a broadly stable portfolio credit quality
since August 2020. While the class C and E notes show a shortfall
in the sensitivity analysis Fitch ran in light of the coronavirus
pandemic, Fitch has revised the Outlook to Stable as the shortfall
is small and driven only by the back-loaded default scenario, which
is not an imminent risk. Fitch has recently updated its CLO
coronavirus stress scenario to assume half of the corporate
exposure on Negative Outlook is downgraded by one notch instead of
100%.

'B' Portfolio

Fitch assesses the average credit quality of the obligors in the
'B' category. The Fitch weighted average rating factor (WARF)
calculated by Fitch (assuming unrated assets are CCC) and by the
trustee for Seapoint Park CLO DAC's current portfolio was 33.02 and
32.88, respectively, versus the maximum covenant of 33. The Fitch
weighted average rating factor (WARF) would increase by 1.1 after
applying the coronavirus stress.

High Recovery Expectations

Senior secured obligations comprise at least 98.5% of the
portfolio. Fitch views the recovery prospects for these assets as
more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch weighted average recovery rate (WARR) of the
current portfolio under Fitch's calculation is 64.2%.

Diversified Portfolio

The portfolio is well-diversified across obligors, countries and
industries. The top 10 obligor concentration is no more than 12.4%,
and no obligor represents more than 1.5% of the portfolio balance.

Model-Implied Ratings Deviation

The rating of the class E notes is one notch higher than the
model-implied rating (MIR). The current ratings are supported by
the stable asset performance since the last rating action in August
2020 and available credit enhancement. The class E notes' deviation
from the MIR reflects Fitch's view that the tranche has a
significant margin of safety due to available credit enhancement.
The notes do not present a "real possibility of default", which is
the definition of 'CCC' in Fitch's Rating Definitions.

RATING SENSITIVITIES

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

-- At closing, Fitch used a standardised stress portfolio
    (Fitch's stressed portfolio) that was customised to the
    portfolio limits as specified in the transaction documents.
    Even if the actual portfolio shows lower defaults and smaller
    losses (at all rating levels) than Fitch's stressed portfolio
    assumed at closing, an upgrade of the notes during the
    reinvestment period is unlikely. This is because the portfolio
    credit quality may still deteriorate, not only by natural
    credit migration, but also because of reinvestment.

-- After the end of the reinvestment period, upgrades may occur
    in the event of better-than-expected portfolio credit quality
    and deal performance, leading to higher credit enhancement and
    excess spread available to cover for losses in the remaining
    portfolio.

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

-- Downgrades may occur if build-up of the notes' credit
    enhancement following amortisation does not compensate for a
    larger loss expectation than initially assumed due to
    unexpectedly high levels of defaults and portfolio
    deterioration.

-- As disruptions to supply and demand due to Covid-19 become
    apparent for other sectors, loan ratings in those sectors
    would also come under pressure. Fitch will update the
    sensitivity scenarios in line with the view of its leveraged
    finance team.

Coronavirus Severe Downside

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies. The severe downside stress
incorporates a single-notch downgrade to all the corporate exposure
on Negative Outlook. This scenario results in a maximum of
two-notch downgrades across the capital structure.

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.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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.




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

MONTE DEI PASCHI: DBRS Confirms B(high) LongTerm Issuer Rating
--------------------------------------------------------------
DBRS Ratings GmbH confirmed the ratings of Banca Monte dei Paschi
di Siena SpA (BMPS or the Bank) including the Long-Term Issuer
Ratings of B (high) and the Short-Term Issuer Ratings of R-4
following an annual review of the Bank's credit profile. DBRS
Morningstar also confirmed the Long-Term and Short-Term Critical
Obligations Ratings (COR) at BBB (low) / R-2 (middle) and the trend
remains Stable. This reflects DBRS Morningstar's expectation that,
in the event of a resolution of the Bank, certain liabilities (such
as payment and collection services, obligations under a covered
bond program, payment and collection services, etc.) have a greater
probability of avoiding being bailed-in and are likely to be
included in a going-concern entity. The Bank's Deposit ratings were
confirmed at BB (low)/R-4, one notch above the IA, reflecting the
legal framework in place in Italy which has full depositor
preference in bank insolvency and resolution proceedings. The trend
on all ratings remains Stable. DBRS Morningstar has also maintained
the Intrinsic Assessment at B (high) and the Support Assessment at
SA3.

KEY RATING CONSIDERATIONS

The confirmation of the ratings takes into account the Group's
large transfer of non-performing exposures (NPE) to the Italian
state-owned bad loan manager Asset Management Co. SpA (AMCO) in Q4
2020. Thanks to this operation, we consider that the Bank’s risk
profile as much improved, with NPE levels amongst the lowest in
Italy. In addition, we consider the cleaner balance sheet will
enable the Bank to improve its overall profitability and that the
transaction will be an important stepping stone that could lead to
a successful exit from the Italian government ownership. The
Ministry of Finance needs to complete the exit by the end of the
Bank's restructuring plan as agreed with the European authorities.
Nevertheless, we still expect the Bank will see the formation of
new NPEs due to the economic impact of COVID-19 in 2021, following
the end of the support measures, including the moratoria schemes.

The Long-Term ratings of B (high) continue to reflect BMPS's weak
profitability. The Bank returned to profit in Q1 2021 after five
consecutive quarters of losses, but this level could be difficult
to maintain in the current environment and in light of the
challenges that BMPS continues to face.. The ratings also
incorporates the Bank's stable funding and liquidity profile, with
the Bank having accessed the wholesale markets in 2020 through
issuances of Senior and Tier 2 bonds, despite the crisis.

The ratings also take into account the Bank's vulnerable capital
position. De-risking, the transfer of NPEs to AMCO, the impact from
COVID-19 and increased litigation risks have contributed to lower
capital ratios and the expected increase of risk-weighted assets
(RWAs) could lead to further capital needs.

RATING DRIVERS

An upgrade would require the Bank to materially increase its
capital buffers, resolve the pending litigation issues, and
demonstrate recurrent profitability.

A downgrade would likely be driven by a significant deterioration
in the Bank's profitability or materialization of a higher than
expected shortfall in capital.

RATING RATIONALE

BMPS is Italy's fourth largest bank by total assets and has a
significant market share in its home region of Tuscany. The Bank is
currently undertaking a restructuring plan for 2017-2021, following
the approval of the Italian State's precautionary recapitalization
of the Bank in 2017. As part of this plan, BMPS has continued to
improve efficiency with the closure of branches and headcount
reduction. In addition, the Bank transferred more than EUR 7
billion of NPEs to the Italian bad bank, AMCO, which resulted in a
cleaner balance-sheet. We see the transfer as essential for the
Italian Ministry of Finance (MEF), which is BMPS’s main
shareholder with a 64% stake, to find an exit solution. However, we
also recognize that the Bank's franchise has suffered reputational
damage from legacy conduct issues, in particular litigation risk
linked to former capital increases and the conviction of former
executives of market-rigging and accounting fraud. As a result,
BMPS still faces around EUR 10 billion in potential legal risks and
threatened litigations.

After five consecutive quarters of losses, the Bank reported a net
profit of EUR 119 million in Q1 2021 compared to a net loss of EUR
239 million in Q1 2020. This was mainly driven by lower provisions,
continued cost control and higher revenues. Total revenues were up
13% YoY, mainly due to higher income from trading and financial
assets at fair value, which benefited from higher gains on the sale
of securities. However, Net Interest Income (NII) decreased 14.5%,
still affected by persistent low interest rate environment, the
deconsolidation of non-performing exposures and higher cost of
deposits at central banks albeit compensated by the positive
contribution from TLTRO III. Fees and commissions continued to
recover and were up YoY, driven by higher income in wealth
management, especially in product placement. BMPS continued to
maintain its track record in improving its cost control and the
cost-to-income ratio (as calculated by DBRS Morningstar) was 64.3%
compared to 64.5% in Q1 2020. DBRS Morningstar expects cost
discipline to remain a key driver to ensure enough flexibility to
the Bank amid the current challenging operating environment. Loan
loss provisions were much reduced YoY to EUR 77 million compared to
EUR 315 million in Q1 2020 when the Bank booked EUR 193 million of
provisions related to the revision of the macroeconomic scenario
for COVID-19. Excluding the latter, provisions were still down YoY
thanks to the lack of provisioning on NPEs which were transferred
to AMCO in Q4 2020. As a result, the annualized cost of risk stood
at 37 bps compared to 90 bps for FY 2020, which still included
provisions related to the NPEs transferred to AMCO and ones related
to COVID-19.

The Group's asset quality improved significantly following the
transfer of over EUR 7 billion of NPEs to AMCO. The Group's gross
NPL ratio stood at 4.4% at end-March 2021 from 12.4% at end-2019
and 17.3% at end-2018, whilst the net NPL ratio slightly improved
to 2.4% from 6.8% and 9.0% in the same periods.

BMPS's funding position has stabilized in recent years. BMPS is
largely funded by deposits from retail and corporate clients.
Whilst access to wholesale markets remains expensive, the Bank has
accessed the wholesale market in 2020 with EUR 1.5 billion of
Senior Bonds, and EUR 700 million of Tier 2 Instruments. At
end-March 2021, the Bank maintained an acceptable liquidity
position with an unencumbered counterbalancing capacity of EUR 31.0
billion, corresponding to circa 21% of the Bank's total assets. LCR
and NSFR were reported at above 150% and above 100% respectively at
end-March 2021.

We continue to view the Bank's current capital buffers as weak.
De-risking, the transfer of NPEs to AMCO, the impact from COVID-19
and increased litigation risks have contributed to lower capital
ratios and the expected increase of risk-weighted assets (RWAs)
could lead to a shortfall in 2022 of EUR 1.5 billion. We note that
the Bank has executed several capital management actions since
November 2020 which have led to a reduction in the potential
shortfall by EUR 500 million to around EUR 1 billion. In addition,
we also note that the Italian government has the possibility to
support BMPS for a potential capital increase of up to EUR 1.5
billion. At end-March 2021, BMPS reported a fully loaded Common
Equity Tier 1 (CET 1) ratio of 10.4%, up 50 bps from end-2020,
mainly resulting from the capital management actions but excluding
the income for Q1 2021, prudentially not included in the ratios.
This continues to provide the Group with an adequate buffer over
the Overall Capital Requirement (OCR) for CET1 (phased-in) ratio
which of 8.74%. The fully loaded Total capital ratios stood at
14.1% at end-March 2021, which provides a weak buffer over the
minimum OCR for total capital of 13.44%. The potential shortfall
could materialize from the Tier 1 which stood at 10.4% (fully
loaded) at end-March 2021 compared to a SREP of 10.75%. All
phased-in ratios were above regulatory requirements at end-March
2021.

Notes: All figures are in EUR unless otherwise noted.


POPOLARE BARI 2017: DBRS Cuts Class B Notes Rating to C
-------------------------------------------------------
DBRS Ratings GmbH downgraded its ratings of the bonds issued by
Popolare Bari NPLS 2017 S.r.l. (the Issuer) as follows:

-- Class A notes to CCC (low) (sf) from B (high) (sf)
-- Class B notes to C (sf) from CCC (sf)

The Under Review with Negative Implications was resolved and
Negative and Stable trends were assigned to the Class A and Class B
notes, respectively.

The rating of the Class A notes addresses the timely payment of
interest and the ultimate payment of principal on or before the
legal final maturity date in October 2037. The rating of the Class
B notes addresses the ultimate payment of interest and principal on
or before the legal final maturity date.

Given the characteristics of the Class B notes, as defined in the
transaction documents, DBRS Morningstar notes that the default
would most likely only be recognized at the maturity or early
termination of the transaction.

The transaction represents the issuance of Class A, Class B, and
Class J notes (collectively, the Notes) by Popolare Bari NPLS 2017
S.r.l. (the Issuer). At issuance, the Notes were backed by an
Italian nonperforming loan (NPL) portfolio originated by Banca
Popolare di Bari S.c.p.A. and Cassa di Risparmio di Orvieto S.p.A.
(the Originators). The total gross book value (GBV) of the
portfolio as of November 2017 (the Cut-off Date) was equal to EUR
319.8 million. The pool of receivables was composed of secured and
unsecured loans (approximately 56.1% and 43.9% of GBV,
respectively) and mostly comprising exposures towards corporate
borrowers and Italian small and medium-size enterprises (SMEs). The
collateral properties mainly included residential and industrial
properties, accounting for 41.2% and 15.9% of the total property
value, respectively.

The portfolio is serviced by Prelios Credit Servicing S.p.A., while
Securitization Services S.p.A. operates as backup servicer.

RATING RATIONALE

The rating downgrades follow a review of the transaction and are
based on the following analytical considerations:

-- Transaction performance: assessment of portfolio recoveries as
of 31 March 2021, focusing on: (1) a comparison between actual
collections and the Servicer's initial business plan forecast; (2)
the collection performance observed over the past months, including
the period following the outbreak of the Coronavirus Disease
(COVID-19); and (3) a comparison between the current performance
and DBRS Morningstar's initial expectations.

-- The Servicer's updated business plan as of March 2021, received
in April 2021, and the comparison with the initial collection
expectations.

-- Portfolio characteristics: loan pool composition and evolution
of its core features since issuance.

-- Transaction liquidating structure: the order of priority
entails a fully sequential amortization of the notes – i.e., the
Class B notes will begin to amortize following the full repayment
of the Class A notes and the Class J notes will amortize following
the repayment of the Class B notes.

-- Performance ratios and underperformance events: as per the most
recent April 2021 investor report, the cumulative collection ratio
is 49.8% and the present value (PV) cumulative profitability ratio
is 95.8%. A subordination event has not occurred. It would occur
upon the PV cumulative profitability ratio being under 90% or upon
Class A interest shortfalls.

-- Liquidity support: the transaction benefits from an amortizing
cash reserve providing liquidity to the structure covering against
potential interest shortfall on the Class A notes and senior fees.
The cash reserve target amount is equal to 4% of the Class A notes
principal outstanding and is currently fully funded.

TRANSACTION AND PERFORMANCE

According to the latest payment report from April 2021, the
outstanding principal amounts of the Class A, Class B, and Class J
notes were equal to EUR 63.4 million, EUR 10.1 million, and EUR
13.5 million, respectively. The balance of the Class A notes has
amortized by approximately 21.7% since issuance. The current
aggregated transaction balance is EUR 86.9 million.

As of March 2021, the transaction was performing significantly
below the Servicer's initial expectations. The actual cumulative
gross collections equaled EUR 27.0 million, whereas the Servicer's
initial business plan estimated cumulative gross collections of EUR
55.2 million for the same period. Therefore, as of March 2021, the
transaction was underperforming by EUR 28.3 million (51.2%)
compared with initial expectations.

At issuance, DBRS Morningstar estimated cumulative gross
collections for the same period of EUR 30.7 million at the BBB
(low) (sf) stressed scenario and EUR 32.4 million at the B (low)
(sf) stressed scenario. Therefore, as of March 2021, the
transaction was performing below DBRS Morningstar's initial
stressed expectations.

In April 2021, the Servicer provided DBRS Morningstar with a
revised business plan. In this updated business plan, the Servicer
assumed recoveries below initial expectations. The total cumulative
gross collections from the updated business plan account for EUR
95.8 million, which is 20.4% lower compared with the EUR 120.4
million expected in the initial business plan.

Without including actual collections, the Servicer's expected
future collections from April 2021 are now accounting for EUR 68.8
million, which is less than the current aggregated outstanding
balance of the Class A and Class B notes. In its CCC (low) (sf)
scenario DBRS Morningstar considers future collections in line with
the Servicer's updated expectations. Considering senior costs,
interest due on the notes and the non-occurrence of the
subordination event, the full repayment of Class A principal is
increasingly unlikely.

The final maturity date of the transaction is in October 2037.

DBRS Morningstar analyzed the transaction structure using Intex
DealMaker.

The coronavirus and the resulting isolation measures have resulted
in a sharp economic contraction, increases in unemployment rates,
and reduced investment activities. DBRS Morningstar anticipates
that collections in European NPL securitizations will continue to
be disrupted in the coming months and that the deteriorating
macroeconomic conditions could negatively affect recoveries from
NPLs and the related real estate collateral. The ratings are based
on additional analysis and adjustments to expected performance as a
result of the global efforts to contain the spread of the
coronavirus. For this transaction, DBRS Morningstar incorporated
its expectation of a moderate medium-term decline in property
prices; however, partial credit to house price increases from 2023
onwards is given in noninvestment grade scenarios. The Negative
trend reflects the ongoing uncertainty amid the coronavirus
pandemic.

Notes: All figures are in euros unless otherwise noted.




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

BEFESA SA: S&P Ups ICR to BB+ on Planned Purchase of American Zinc
-------------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
European steel dust recycler Befesa to 'BB+', affirmed its 'BB+'
issue ratings on the secured debt, and revised the recovery rating
on the debt to '3' from '2'.

The stable outlook reflects supporting market conditions S&P sees
in the coming 12 months which should translate into improved
profitability and build-up of some headroom under the rating.

Befesa on June 16, 2021, announced it would acquire U.S.-based
recycler American Zinc Recycling (AZR) for $450 million, becoming a
global player.

Likely improved results in 2021 and the decision to fund the AZR
acquisition mostly with equity should result in comfortable credit
metrics.

The acquisition of AZR gives Befesa a substantial footprint in the
U.S. and turns it into a global leader in steel dust recycling,
without impairing its net debt position.AZR is a market leader in
the steel dust recycling industry on the U.S. East Coast (market
share of 50%) with a capacity of about 620,000 tons through four
plants. In the last 12 months, AZR reported EBITDA of about EUR30
million (compared with about EUR140 million for Befesa). According
to Befesa, AZR's results could be improved when factoring the
current more favorable zinc prices and demand for steel and the
unlocking of some synergies.

After the transaction, the recycling capacity should be almost
evenly split between the U.S., Europe, and China, with a total
capacity of about 1.7 million tons.The $450 million acquisition
will be funded mostly by a capital increase (already subscribed)
and the rest with debt (either by increasing the size of its term
loan B or tapping into its undrawn revolving credit facility [RCF]
and cash). The transaction also includes the acquisition of a 6.9%
minority stake in AZR's zinc-refining business for $10 million. The
transaction is expected to close in the coming weeks.

Improved market conditions should translate into more favorable
profitability in 2021 and 2022.Recently Befesa reported EBITDA of
about EUR50 million in the first quarter of 2021, a record high,
and will likely report EBITDA of EUR165 million-EUR190 million for
the full year. The improved results are thanks to higher zinc
prices, a recovery of the steel production after the slump in 2020,
and some contribution from new facilities in China. S&P said,
"Under our base case, we assume a pro forma EBITDA (including AZR
for the full year) of about EUR200 million-EUR220 million in 2021
and EUR210 million-EUR230 million in 2022. Without changes in the
company's overall capital expenditure (capex) budget, Befesa will
report positive free cash flows. Overall, we calculate adjusted
debt to EBITDA will be slightly below 3x, with further improvement
in 2022, against our threshold of 3x-4x which was commensurate with
the 'BB' rating."

Befesa's financial policies underpin the rating because they allow
the company to gradually expand while keeping leverage at
relatively low levels and providing visibility on future cash flows
through an extended hedge book. S&P said, "The debt-friendly
structure of the acquisition is in line with our previous view of
the company's supportive financial policy, including reported net
debt to EBITDA below 2x, an extensive hedge book, comfortable debt
maturities, and a dividend policy linked to its actual
profitability. We understand that these pillars will remain in
place. In addition, the company remains committed to its growth in
China." The second Chinese facility--in Changzhou--is expected to
be commissioned in the second half of the year, to be further
complemented by possible new facilities in the coming years.

S&P said, "The stable outlook reflects the supporting market
conditions we see in the coming 12 months, which should translate
into improved profitability and build-up of some headroom under the
rating.

"Under our base case, we expect Befesa to report a pro forma EBITDA
of EUR200 million-EUR220 million (or EUR170 million-EUR180 million
stand alone) in 2021, with positive free cash flow, translating
into adjusted debt to EBITDA slightly below 3x, within the 2x-3x
range we consider commensurate with the 'BB+' rating.

"We could lower the rating if we expected adjusted debt to EBITDA
above 3x without any prospect of a quick recovery, coupled with
negative discretionary cash flow. According to our calculations,
such a scenario could materialize if Befesa's EBITDA fell to EUR180
million or lower. This could happen if there were a material U-turn
in the demand for steel and a significant drop in zinc prices.

"In a less likely scenario, we could lower the rating if Befesa
deviated from its current financial policy. For example,
significantly increasing its capex budget without reducing its
dividends, or entering into a debt-funded acquisition with low
profit contribution.

"We see the probability of an upgrade as remote in the next 12
months. In our view, an investment-grade rating would require a
material step-up in the company's scope and even more stringent
financial policies."

Some conditions that could lead to an upgrade include:

-- Diversification into additional activities outside steel dust
recycling;

-- Sizable and successful operations in China; and

-- Adjusted debt to EBITDA below 2x, supported by some track
record and the company's commitment to maintain it over time.




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

EDML 2018-2 BV: DBRS Confirms BB(high) Rating on Class E Notes
--------------------------------------------------------------
DBRS Ratings GmbH took the following rating actions on the notes
issued by EDML 2018-2 B.V. (the Issuer) as follows:

-- Class A confirmed at AAA (sf)
-- Class B upgraded to AA (high) (sf) from AA (sf)
-- Class C upgraded to AA (sf) from A (sf)
-- Class D upgraded to A (high) (sf) from BBB (sf)
-- Class E confirmed at BB (high) (sf)

DBRS Morningstar also removed the ratings on the Class B, Class C,
Class D, and Class E notes from Under Review with Positive
Implications, where they were placed on May 4, 2021.

The rating on the Class A notes addresses the timely payment of
interest and the ultimate payment of principal by the legal
maturity date in January 2057. The ratings on the Class B, Class C,
Class D, and Class E notes address the ultimate payment of interest
and principal by the legal maturity date while they remain junior,
but the timely payment of interest when they are the senior-most
tranche.

The rating actions follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the April 2021 payment date;

-- Portfolio default rate (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables;
-- Current available credit enhancement to the notes to cover the
expected losses at their respective rating levels;

-- Current economic environment and an assessment of sustainable
performance, as a result of the Coronavirus Disease (COVID-19)
pandemic; and

-- The update to the "European RMBS Insight: Dutch Addendum"
methodology and corresponding EU RMBS Insight Model.

The securitization is a bankruptcy-remote special-purpose vehicle
incorporated in the Netherlands. The Issuer used the notes proceeds
to fund the purchase of Dutch residential mortgage loans originated
by Elan Woninghypotheken B.V. (Elan) and secured over residential
properties in the Netherlands. Elan started originating Dutch
residential mortgage loans in June 2015 under the umbrella license
of Quion. The portfolio consists of Dutch residential mortgage
loans without a National Hypotheek Garantie, originated under the
Hypotrust mortgage label through a mortgage product designed with
unique underwriting criteria (Elan mortgage).

PORTFOLIO PERFORMANCE

As of the April 2021 payment date, loans that were one to two
months and two to three months delinquent represented 0.0% and 0.2%
of the portfolio balance, respectively, while there were no
reported loans more than three months delinquent. There have also
been no defaults reported to date.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar conducted a loan-by-loan analysis of the remaining
pool of receivables and has updated its base case PD and LGD
assumptions to 2.3% and 12.08% from 3.0% and 21.8%, respectively,
following the update to the "European RMBS Insight: Dutch Addendum"
and corresponding EU RMBS Insight Model.

CREDIT ENHANCEMENT

The subordination tranches and the cash reserve provide credit
enhancement to the rated notes. As of the April 2021 payment date,
credit enhancement to the Class A, Class B, Class C, Class D, and
Class E notes was 10.1%, 7.6%, 5.4%, 3.7%, and 2.6%, respectively.

The transaction benefits from a reserve fund that is available to
support the Class A to Class E notes. The reserve fund was funded
at 0.35% of the initial balance of the Class A to F notes at
closing. The reserve fund can be used to pay senior costs and
interest on the rated notes and does not amortize.

Additionally, liquidity for the Class A and Class B notes is
further supported by the drawings under the cash advance facility
agreement provided by ING Bank N.V. (ING). Once the Class A and
Class B notes are redeemed in full, the cash advance facility will
no longer be available.

BNG Bank N.V. (BNG) acts as the account bank for the transaction.
Based on DBRS Morningstar's private rating on BNG, the downgrade
provisions outlined in the transaction documents, and other
mitigating factors inherent in the transaction structure, DBRS
Morningstar considers the risk arising from the exposure to the
account bank to be consistent with the rating assigned to the Class
A notes, as described in DBRS Morningstar's "Legal Criteria for
European Structured Finance Transactions" methodology.

ING acts as the swap counterparty for the transaction. DBRS
Morningstar's Long-Term Issuer Rating of AA (low) on ING is above
the First Rating Threshold as described in DBRS Morningstar's
"Derivative Criteria for European Structured Finance Transactions"
methodology.

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker.

The coronavirus and the resulting isolation measures have caused an
economic contraction, leading to sharp increases in unemployment
rates and income reductions for many borrowers. DBRS Morningstar
anticipates that delinquencies may continue to increase in the
coming months for many residential mortgage-backed security (RMBS)
transactions, some meaningfully. The ratings are based on
additional analysis and adjustments to expected performance as a
result of the global efforts to contain the spread of the
coronavirus.

For this transaction, DBRS Morningstar increased the expected
default rate for self-employed borrowers, assumed a moderate
decline in residential property prices, and conducted additional
sensitivity analysis to determine that the transaction benefits
from sufficient liquidity support to withstand high levels of
payment holidays.

Notes: All figures are in euros unless otherwise noted.


TITAN HOLDINGS II: Moody's Gives First Time B3 Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and B3-PD probability of default rating to Titan Holdings II B.V.
Concurrently, Moody's has assigned B2 instrument ratings to the new
EUR275 million revolving credit facility due 2027 and the EUR1,175
billion senior secured first-lien term loan B due 2028 being issued
by KOUTI B.V., a wholly-owned subsidiary of Titan. The outlook for
all ratings is stable.

RATINGS RATIONALE

The B3 corporate family rating of Titan reflects (i) its leading
market position in a stable European business and consistent
performance through the pandemic as a key part of the supply chain;
(ii) its good diversification across geographies, customers and end
markets; (iii) its flexible cost base and pass-through contract
structure; (iv) adequate liquidity; and (v) experienced management
team.

Counterbalancing these strengths the rating also takes into account
(i) the material leverage of over 7.5x with limited reduction
potential through topline growth given Titan's mature market,
although the company expects to deleverage by significantly
improving margins; (ii) moderate free cash flow due to significant
interest costs and capital expenditures; (iii) working capital
seasonality driven by exposure to fruit and vegetable harvests, as
well as the fishing season.

Titan benefits from being the largest metal can manufacturer in
Europe with an almost 40% market share in a stable market, albeit
with limited growth potential. Titan also has a geographically
diversified plant base and diverse end markets although with some
concentration around fruits and vegetables which introduces
vulnerability to harvest volumes. Titan's customers are diversified
with the top 10 customers contributing 31% of sales; further, the
company has a high share of wallet of the top 10 customers. In
addition, Titan's cost base is highly variable at 85% and the
company is able to pass through raw material price changes;
however, time lags can occur and not all cost increases can be
recouped in all markets, with labour and energy frequently being
the exceptions.

Titan is being acquired by KPS Capital Partners (KPS), a New
York-based private equity firm, for EUR2.25 billion from Crown
Holdings, Inc. (Ba2 stable), where the business comprised Crown's
European metal can manufacturing operations. KPS aims to streamline
Titan's operations through improved procurement practices,
commercial excellence and manufacturing footprint opmimisation.
Titan's management includes a number of seasoned executives.

Following the proposed transaction Titan's opening leverage will be
material at over 7.5x on a Moody's adjusted basis and it is only
expected to reduce slightly due to the stable nature of the
underlying market. Moody's leverage calculation includes Moody's
standard adjustments which in Titan's case incorporates its large
factoring programmes. The company anticipates to improve margins
significantly which will likely require meaningful capital
investment and is likely to curb its free cash flow generation.

LIQUIDITY

Titan will have adequate liquidity including approximately EUR46
million of cash and an undrawn EUR275 million RCF. The company will
have no debt maturities until 2027.

STRUCTURAL CONSIDERATIONS

Titan's RCF and TLB instrument ratings of B2 are one notch above
the corporate family rating (CFR) reflecting their relative ranking
in the capital structure based on Moody's loss-given-default (LGD)
model.

ESG CONSIDERATIONS

Moody's views the environmental risk for packaging manufacturers,
such as Titan, as moderate. The key risks for Titan include
significant consumption of energy and water, with occasional
environmental incidents, as well as regulations intended to reduce
greenhouse gases and invest in recycling infrastructure. However,
the relative ease of metal recycling also makes metal packaging
more attractive relative to plastic, in certain instances, because
of growing environmental consciousness and increasing preference
for recyclable packaging among consumers, as well as a greater
focus on sustainability among industrial customers.

Although Moody's views the pandemic as a social risk under its
environmental, social and governance (ESG) framework, given the
substantial implications for public health and safety, the
packaging sector has been one of the sectors least affected by the
shock owing to its key role in the supply chain. While Titan is
exposed to certain less-resilient end-markets (aerosols and
promotional) and multiple affected countries, Moody's expects the
company not to be significantly impacted in line with its
consistent performance in 2020.

Titan's governance presents potential risks owing to the company
being majority-owned and controlled by KPS, a private equity firm,
which, similar to other financial sponsors, typically has a
tolerance for relatively high leverage. Although Crown Holdings,
Inc. (Ba2 stable), the seller of the business, will retain a 20%
interest, Moody's do not expect it to influence the company's
strategy and financial policy materially.

RATING OUTLOOK

The stable rating outlook reflects Moody's expectation that Titan
will build on its track record of stable performance while
gradually improving its profitability and generating consistent
positive free cash flow which is primarily anticipated to be
reinvested into the business.

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

Positive rating pressure could occur if Titan is successful in
improving its profitability as evidenced by EBITDA margin
improvement toward mid-teens, as well as sustained deleveraging to
below 6.5x debt/EBITDA along with FCF/debt of over 5% and good
liquidity.

Negative rating pressure could occur from failure to improve its
margins relative to historical levels, increase in leverage over
8.0x debt/EBITDA or sustained negative free cash flow (after capex
and dividends, if any). Any liquidity challenges would also be
viewed negatively.

Headquartered in Zug, Switzerland, Titan is the largest metal can
manufacturer in Europe. Formerly a part of Crown Holdings Inc.,
Titan is being acquired by KPS for EUR2.25 billion. In 2020, Titan
reported $2.2 billion in revenues and $267 million in adjusted
EBITDA.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers Methodology
published in September 2020.


TITAN HOLDINGS II: S&P Assigns Prelim 'B' ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' issuer credit
ratings to Netherlands-based metal packaging company Titan Holdings
II and its financing subsidiary Kouti B.V. S&P is assigning
preliminary 'B' issue and '4' recovery ratings to the senior
secured facilities.

The stable outlook indicates that S&P expects Titan's revenues and
EBITDA to increase modestly in the near term and generate strong
free operating cash flows (FOCF) over the next 12 months.

KPS Partners is acquiring the European tinplate business of
U.S.-based Crown Holdings. The new entity will be known as Titan
Holdings II B.V. (Titan).

S&P said, "Our ratings on Titan are supported by its leading
positions in metal packaging, particularly in Europe.Apart from its
strong market positions, Titan also has good geographical
diversification within Europe and relatively stable end-markets.
The group also has long-standing relationships with blue-chip
customers--35 years on average with its top 10 customers. It also
has a well-invested and streamlined asset base with relatively low
maintenance capital expenditure (capex) needs. All these factors
support our business risk profile assessment."

Nevertheless, the metal packaging industry is competitive given the
commoditized nature of most products. Titan also has relatively
high customer concentrations with its top 10 customers accounting
for 30% of sales. The group primarily relies on a single substrate
(metal) and has some exposure to the price volatility of raw
materials.

S&P said, "In addition, our ratings are constrained by Titan's
historically weak profitability compared to peers because of the
somewhat aggressive selling strategies it pursued when it was owned
by Crown Holdings. We believe Titan's pricing, procurement, and
other cost-saving initiatives under its new ownership will likely
improve its profitability--but there is limited track record.

"Titan's financial risk profile reflects our expectations of high
adjusted leverage of about 9x in 2021 and 2022. Our calculation of
adjusted debt includes about EUR420 million of factoring
liabilities, EUR92 million of pension liabilities, and EUR30
million of operating leases.

"The final ratings will depend on our receipt and satisfactory
review of all final transaction documentation. Accordingly, the
preliminary ratings should not be construed as evidence of final
ratings. If S&P Global Ratings does not receive final documentation
within a reasonable time frame, or if final documentation departs
from materials reviewed, we reserve the right to withdraw or revise
our ratings. Potential changes include, but are not limited to, use
of loan proceeds, maturity, size and conditions of the loans,
financial and other covenants, security, and ranking.

"The stable outlook reflects that we forecast Titan will generate
strong FOCF during the next 12 months, while S&P Global
Ratings-adjusted leverage remains high at about 9x this year.

"We would consider lowering our rating if Titan failed to reduce
its leverage or if FOCF generation became materially weaker than we
expect."

An upgrade is unlikely in the near term, in S&P's view, given
Titan's currently high leverage. However, S&P could raise its
rating if:

-- Adjusted debt to EBITDA declined toward 5x on a sustained
basis; and

-- Shareholders committed to maintaining leverage at or around
5x.




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

BELUGA GROUP: Fitch Hikes LongTerm IDRs to BB-, Outlook Positive
----------------------------------------------------------------
Fitch Ratings has upgraded PJSC Beluga Group's Long-Term Foreign-
and Local-Currency Default Ratings (IDRs) to 'BB-' from 'B+'. The
Outlook is Positive.

The upgrade reflects a strengthening in the group's operating
profile over the last five years. This is manifested in growing
product diversification, profitability improvement, a doubling of
scale and stronger leadership in its market position. The upgrade
is also supported by significant deleveraging achieved in 2020.

The Positive Outlook reflects Beluga Group's shift to a more
conservative financial policy leading to potential further
de-leveraging, as well as Fitch's expectation that the business
profile will continue strengthening over 2021-2024. This continues
to offset a funding structure that relies mostly on uncommitted
bank facilities and operations in Russia, which leads to a low
operating environment score of 'bb-' for Beluga Group.

Proceeds from a recent share placement and Fitch's expectation of
consistently positive free cash flow (FCF) in 2021-2024 should
allow Beluga Group to maintain a conservative capital structure,
which, subject to a further strengthening of its operating profile,
may support a further rating upgrade.

KEY RATING DRIVERS

Material Shift in Financial Policy: Beluga Group's new medium-term
strategy includes a materially more conservative capital structure
with a target net debt/EBITDA of 1x-1.5x versus up to 2.5x
previously, which the company had exceeded over 2017-2019 (around
3.5x). The new target level corresponds to the 'a' category median
under Fitch's Alcoholic Beverages Navigator. Fitch projects that
Beluga Group will achieve the new leverage target as early as in
2021 on growing profits and RUB5.6 billion proceeds from a
secondary public offering (SPO) completed in June 2021. Fitch
understands from the company that most of the proceeds will be
spent on debt reduction.

Improved Profitability: Beluga Group's EBITDA margin improved to
12.1% in 2020 (2019: 10.4%; 2017: 9.3%) due to cost-saving
initiatives and growing sales volumes with product premiumisation.
Profitability was also supported by higher profits in the retail
segment, as most stores have reached maturity. Fitch expects most
of the efficiency gains achieved to be sustainable, but project
EBITDA margin at no higher than 11%-11.5% in 2021-2024, due to
dilution from an accelerated expansion planned for the retail
segment, and faster growth of the spirits distribution segment,
which is less profitable than own-brands sales. Fitch expects the
company's scale to grow further, with EBITDA potentially reaching
an USD150 million-equivalent in 2023-2024 from nearly USD100
million in 2020.

Faster Growth for Retail Business: Beluga Group plans to expand its
specialty alcoholic beverage retail chain, WineLab, to 2,500 stores
by 2024 from 645 at end-2020. This would lift contribution of this
segment to around 60% of total revenue by 2024 from 36% in 2020.
While carrying some executions risks, this downstream integration
strategy should provide greater control over revenue (the chain
accounted for 10% of in-house brands and 39% of partners' brands
sold in 2020) and insight into customer preferences. Assuming store
expansion to 2,000 stores by 2024, Fitch estimates total
expansionary capex of around RUB4.1 billion over the next four
years, which Fitch expects to be funded from internally generated
cash flows.

Consistent Positive FCF Expected: Fitch projects the company to
generate positive FCF on the back of improved operating
profitability, reduced interest payments, and dividends pay-out
being aligned with the new leverage targets. Beluga Group
materially improved working-capital management in 2020, but Fitch
cautiously assumes greater working-capital needs from the retail
business expansion. Fitch estimates that capex will remain
moderate, as the group plans to expand its retail chain mainly on
leased spaces, which do not require high capex.

Strong Market Positions Locally: Beluga Group maintains its
position as the largest distilled and flavoured spirits producer
and independent alcohol importer in Russia. It owns a wide
portfolio of leading local vodka brands in all pricing segments,
and continues growing market shares of its brands in brandy, wine
and other spirits. Its domestic market position is supported by a
wide distribution network and established relationships with key
retailers across Russia.

The flagship Beluga brand, which accounts for a substantial EBITDA
share, enjoys leading market position among super-premium vodkas in
Russia at 71% (according to IWSR, 2019). The company also exports
the product, which is within the top five super-premium vodka
brands globally (ISWR, 2019), to more than 100 countries.

Improving Diversification: While Beluga Group's geographic focus
remains on Russia (more than 90% of sales), product diversification
continued to improve in 2020, with vodka's contribution to
alcoholic beverages revenue (excluding exports) falling to 40%
(2016: 63%). This results in lower dependence on a single beverage
category, opening opportunities to increase revenue from
faster-growing categories in Russia, such as wine, gin and brown
spirits. Beluga Group has diversified into own-branded brandy,
whiskey and flavoured liquors (2020: 22% of alcoholic beverages
revenue) as well as imported wine and spirits (2020: 32%).

DERIVATION SUMMARY

Beluga Group has smaller scale and narrower geographic and product
diversification than other Fitch-rated spirits producers, such as
Diageo plc (A-/Stable), Becle, S.A.B. de C.V. (BBB+/Stable), Pernod
Ricard S.A. (BBB+/Stable) and Thai Beverage (BBB-/Stable). In
addition, Beluga Group's lower profitability and weaker FCF
generation explain the differential in ratings compared with these
peers'. This is balanced by strong leverage metrics more comparable
with medians for an 'A' rating category under Fitch's Alcoholic
Beverages Rating Navigator. Also, the 'BB-' rating is supported by
Beluga Group's leading market position in Russia and strong brand
portfolio.

Compared with Russian food retailers such as X5 Retail Group N.V.
(BB+/Stable) and Lenta LLC (BB/Positive), Beluga Group has superior
profitability and lower leverage. These factors are, however,
offset by the materially smaller size of the spirits producer,
which explains the rating differential. The company is rated at the
same level as Turkey-based confectioner Ulker Biskuvi Sanayi A.S.,
which has a moderately larger scale and better geographic
diversification, but has higher leverage (Fitch projects FFO net
leverage of 4.0x - 4.5x).

Beluga Group's ratings take into consideration the
higher-than-average systemic risks associated with the Russian
business and jurisdictional environment. No Country Ceiling or
parent/subsidiary linkage aspects apply to these ratings.

KEY ASSUMPTIONS

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

-- Mid single-digit revenue growth for own brands and high
    single-digit revenue growth for imported brands;

-- 250 store openings in 2021 and 300 per annum in 2022-2024;

-- EBITDA margin declining to 11%-11.5% due to increasing share
    of the less profitable retail segment driven by accelerated
    store openings that are partially offset by operating
    efficiencies;

-- Capex at around 2.9%-4.1% of revenue, primarily to fund store
    Expansion;

-- No M&A beyond 2021;

-- Dividend payments at 25% of net income or higher when net
    debt/EBITDA is lower than 1.0x, in line with Beluga's dividend
    policy.

RATING SENSITIVITIES

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

-- Continued diversification towards a higher share of non-vodka
    products or a growing share of exports in profits and
    increasing scale with EBITDA trending toward the equivalent of
    USD150million;

-- EBITDA margin of 13% and FCF margin of 3% on a sustained
    basis;

-- FFO adjusted gross leverage below 3.0x (2020: 3.3x) on a
    sustained basis;

-- FFO gross leverage below 2.5x (2020: 2.8x) on a sustained
    basis;

-- FFO fixed charge coverage trending toward 2.5x (2020: 2.4x);

-- FFO interest coverage above 3.5x (2020:3.2x).

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

-- Deterioration in FFO adjusted gross leverage to above 4.0x on
    a sustained basis;

-- Deterioration in FFO gross leverage to above 3.0x on a
    sustained basis;

-- A decline in FFO fixed charge coverage to below 2.0x for a
    sustained period;

-- A decline in FFO interest coverage to below 2.5x;

-- Break-even FCF and weakened liquidity resulting from
    expansion-led capex and/or working-capital investments that
    are not mitigated by asset disposals, or due to a more
    aggressive financial policy;

-- Contraction of EBITDA margin to less than 10% for a sustained
    period;

-- Adverse regulatory changes that may put more pressure on sales
    and profitability.

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

Improved Liquidity: At end-2020, liquidity available for Beluga
Group was adequate as cash (RUB4.9 billion) and availability under
long-term credit lines (mostly uncommitted) were sufficient to
cover short-term debt of RUB4.9 billion (RUB808 million excluding
outstanding factoring). As most of its revolving credit facilities
(RCFs) have financial covenants, Fitch calculates that under
current EBITDA Beluga will be able to draw down RUB14 billion of
RCFs without breaching these covenants.

Fitch also expects liquidity to be supported by positive FCF over
the next four years. Fitch forecasts FCF margin to be in low single
digits despite expansion of the retail network and dividend
payments.

ISSUER PROFILE

Beluga Group is the largest spirits producer in Russia, and the
top-four vodka producer globally in volumes (IWSR, 2019). The group
manufactures and distributes a broad range of distilled alcoholic
beverages including vodka, cognac, brandy, wine, and other
spirits.

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.


LENINGRAD OBLAST: S&P Affirms 'BB+' LT ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issuer credit
rating on Leningrad Oblast. The outlook is stable.

Outlook

The stable outlook reflects S&P's view that, despite potential tax
revenue volatility, the region will preserve its very low debt and
robust liquidity position in the medium term.

Downside scenario

S&P could take a negative rating action if the region's budget
deficits are consistently higher than we project, leading to faster
debt accumulation and increasing liquidity pressure.

Upside scenario

S&P could raise the rating if it sees higher revenue and
expenditure management predictability, enabling structurally
stronger budgetary performance, as well as continued very favorable
liquidity.

Rationale

S&P said, "Despite potential tax revenue volatility, we believe
that improved economic conditions and management's prudent
financial approach will allow Leningrad Oblast to consolidate its
fiscal accounts from 2022 and keep its budget deficit contained.
Although we expect the region to resort to market borrowing, debt
is expected to remain very low by year-end 2023. Our ratings are
also supported by Leningrad Oblast's solid liquidity position."
Like national peers, the ratings are constrained by relatively
modest wealth levels by global standards and Russia's volatile and
unbalanced institutional framework, which limits the predictability
of financial planning at the regional level.

The centralized institutional framework constrains the quality of
financial planning

Under Russia's volatile and unbalanced institutional setting,
Leningrad Oblast's budgetary flexibility and performance are
significantly affected by the federal government's decisions
regarding key taxes, transfers, and expenditure responsibilities.
The federal government regulates the rates and distribution for
most taxes and transfers, leaving very little revenue autonomy for
the region. Like domestic peers, S&P believes that this constrains
the predictability of the region's financial policy.

As a measure to increase central budget revenue, federal
authorities cancelled mineral extraction tax benefits for highly
viscous oil and depleted fields from 2021. In S&P's view, the
change, introduced and implemented in second-half 2020, might
hinder oil-producing companies' investment and profits. Therefore,
Leningrad Oblast might receive lower corporate tax payments in 2021
than planned from one of its major taxpayers--Surgutneftegaz.

Nevertheless, S&P believes that the region's experienced financial
team will implement sufficient cost-control measures if the
resulting tax revenue weakness proves to be protracted. In
addition, the region's very low debt burden gives the authorities
space for additional moderate borrowings without significant
deterioration of credit quality. However, like most Russian local
and regional governments, Leningrad Oblast lacks reliable long-term
financial planning due to the highly centralized nature of the
institutional setting.

Leningrad Oblast enjoys a favorable location, surrounding the City
of St. Petersburg and on transit routes to the EU. The region's
economy benefits from continuing investment inflows into transport
and energy infrastructure, as well as the manufacturing sector.
Apart from large commodity-producing areas, Leningrad Oblast's
taxpayer base is relatively diversified and includes companies from
the oil and gas, nuclear, energy, manufacturing, tobacco, and food
industries. Moreover, despite the overall decline nationally, the
region continues to benefit from an expanding population due to its
proximity to St. Petersburg, which supports migration inflows.
Nevertheless, the region's wealth levels are comparatively modest
in a global context and are slightly below the Russian average,
with S&P's national GDP per capita projection at $11,000 in 2021.
Coupled with Russia's relatively weak long-term growth prospects,
these factors constrain the region's revenue capacity.

The elevated deficit will persist, alongside very low debt and
strong liquidity

S&P said, "We expect that Leningrad Oblast's operating margin will
remain high at about 20% of operating revenue on average in
2021-2023, despite the expected decline in tax payments from
Surgutneftegaz. We note that due to its relatively diversified tax
base, the region's financial performance remains supported by its
largest taxpayers in non-oil sectors, which mitigates potential
volatility in single company payments. We also believe that the
region will continue to benefit from federal transfers, which
contribute about 10% of revenue."

In 2020, Leningrad Oblast undertook Russian ruble (RUB) 10 billion
of COVID-19 pandemic expenses (6% of total expenditure), of which
more than half was compensated by the central government. S&P said,
"We expect the region to withdraw most of this one-off expenditure
in 2021-2023. Nevertheless, total spending is projected to stay
elevated due to the implementation of pro-growth national projects,
which the federal and regional government jointly implement,
focused on health care, education, and infrastructure. Therefore,
we assume that overall budgetary deficits will widen in the next
three years compared to prepandemic (2018-2019). In particular, we
expect the region to run a deficit of slightly over 11% of revenue
in 2021 due to expected weakness in corporate profit tax. However,
the recovering economy and tax revenue, in tandem with management's
cautious approach to costs, should allow gradual budget deficit
reduction to about 4% of revenue by 2023. We note that Leningrad
Oblast has some spending flexibility owing to the large
self-financing part of its capital program, which we think it could
reduce by 10%-15%, if needed."

S&P said, "We believe Leningrad Oblast will mostly rely on cash to
finance its projected deficits. That said, in our base case we also
assume moderate commercial debt borrowing starting 2021. The
region's direct debt is minor at less than 3% of revenue at
mid-year 2021. It mainly consists of soft budget loans from the
federal government (98%), with a tiny share of bonds (2%) maturing
this year. Despite the lack of recent market borrowings, we believe
that the region is capable of issuing RUB9 billion of debt annually
on average in 2021-2023. Nevertheless, we think it will maintain
very low debt of less than 18% of consolidated operating revenue
through year-end 2023. Apart from direct debt, we include in our
total debt calculation the guaranteed liabilities of the region's
owned companies and debt from government-related entities, which
might require support.

"We expect Leningrad Oblast will maintain sound liquidity coverage
in the next 12 months, despite the projected partial depletion of
reserves. The region enjoys a smooth repayment schedule, with
evenly spread minor maturities. Similar to other Russian regions,
Leningrad Oblast has tested and reliable access to federal treasury
liquidity support in the form of short-term loans of up to 240
days. It can attract up to one-twelfth of its annual revenue though
this channel, if own reserves are depleted."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  RATINGS AFFIRMED
  
  LENINGRAD OBLAST

   Issuer Credit Rating    BB+/Stable/--


TRANSMASHHOLDING JSC: Fitch Affirms 'BB' LT IDRs, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Russia's leading rolling stock
manufacturer JSC Transmashholding's (TMH) Long-Term Foreign- and
Local-Currency Issuer Default Ratings (IDR) at 'BB'. The Outlook is
Stable.

The ratings of TMH reflect its high leverage, constrained
profitability and a limited business profile. Rating strengths are
the group's sustainable operating performance with moderate impact
from the pandemic, leading market position, good long-term
relationship with key customers. Fitch forecasts funds from
operations (FFO) net leverage to fall below its negative
sensitivity of 2.5x over the next four years.

The Stable Outlook reflects Fitch's expectation that TMH will
continue to benefit from its leading market position that allows it
to meet long-term demand for rolling stock from Russian railways,
one of its key customers. Ongoing modernisation of public transport
infrastructure in Moscow region supports the group's order book and
provides revenue visibility over the medium term.

KEY RATING DRIVERS

Higher Leverage: The pandemic drove TMH's FFO gross and net
leverage higher to 3.9x and 2.5x, respectively, at end-2020, which
was broadly in line with Fitch's expectation. Fitch forecasts FFO
net leverage to fall below the negative sensitivity of 2.5x during
2021-2024 on sustainable cash flow generation and moderate, albeit
constrained, profitability. Fitch bases its forecast on the
assumption of no material debt-funded M&As. M&A will be treated as
an event risk that may drive FFO net leverage over 2.5x on
sustained basis.

Constrained Profitability: In line with Fitch's previous forecast
FFO margin slightly weakened to about 8% in 2020 from 10%-12% in
2018-2019. EBITDA margin also fell to about 11% from about 13%.
Fitch expects EBITDA margin in 2021 to remain under the pressure
from introduction of new products. Fitch conservatively forecasts a
moderate rise of EBITDA and FFO margins to 13% and 9%,
respectively, by 2023-2024, which should be supported by growing
expansion into foreign markets, increase in service revenue, which
is typically more profitable, and planned further capex.

Sustainable Demand: High obsolescence rate of the domestic railway
fleet drives demand in the industry and supports TMH's order book
in the long term. In addition, development of Moscow's transport
infrastructure, including the underground, also supports TMH's
order book and provides revenue visibility over the medium term.
Nevertheless, TMH's order book and revenue rely on the investment
programmes of a few large operators, which are mainly state-owned,
resulting in revenue volatility. Fitch therefore forecasts low
single-digit revenue growth in 2021-2024, with expected revenue of
about RUB300 billion in 2021 supported by a firm order book.

Volatile FCF: TMH's free cash flow (FCF) generation is volatile and
turned to negative in 2020 following reduced FFO margins, ongoing
capex and a dividend payment of about RUB10 billion. While Fitch
forecasts improvement of profitability in 2021-2024, FCF generation
will remain under the pressure from continuing capex at 5%-5.5% of
revenue and dividend payouts of RUB5 billion in 2021 and over RUB7
billion from 2022. Fitch's expectation of neutral-to-mildly
positive FCF limits TMH's headroom against Fitch's negative
leverage sensitivity.

Favourable Cost Structure: TMH benefits from its cost structure
being mostly exposed to the Russian rouble, which makes production
costs lower than foreign competitors'. It allows TMH to build its
order book, supports its leading local market position and keep
profitability at a moderate level.

Strong Market Position: TMH is the leading producer of locomotives,
passenger rail cars and metro cars in Russia. Its successful
long-term cooperation with key customers and high capex in
manufacturing facilities, act as significant barriers to entry in
TMH's core markets. The group benefits from solid market position
as it maintains stable demand from customers over the long term,
which supports cash-flow generation.

Limited Business Profile: Customer diversification at TMH is
improving, but still limited to primarily the large state-owned
natural monopoly, Russian Railways (BBB/Stable). Fitch positively
views TMH's intention to increase the group's presence in foreign
markets but the group remains focused on Russia and CIS. Its export
share was only 10% in 20219-2020. In addition, TMH's business
profile is limited in comparison with higher-rated peers' by a low
share of service revenue at 9% of revenue in 2020.  

TMH has ESG Relevance Scores of '4' for 'Group Structure' due to
continuing related-party transactions. TMH has operational links
with Locotech-Service (LS), which remains outside its consolidation
scope. LS acts as a subcontractor of TMH, providing repair and
aftermarket services to TMH's customers. The share of LS in TMH's
revenue was 5% in 2020. In addition, TMH provides guarantees for
related-parties' loans to the amount of RUB24 billion as at
end-2020. Both factors are relevant to the rating in conjunction
with other factors.

DERIVATION SUMMARY

TMH is well-positioned relative to Russian and foreign
manufacturing peers, such as JSC HMS Group (B+/Stable), Borets
International Limited (BB-/Negative), ams AG (BB-/Stable), Allison
Transmission Holdings, Inc. (BB/Stable), Arcelik A.S. (BB+/Stable),
GEA Group Aktiengesellschaft (BBB/Stable) and CNH Industrial N.V.
(BBB-/Stable).

While the group is larger than HMS and Borets, it is smaller and
less diversified by geography and customer base versus higher-rated
peers like Arcelik, GEA Group and CNH that limit TMH's business
profile. This is mitigated by a strong market position, as well as
long-term and good cooperation with key customers that support the
group's sustainable revenue generation.

TMH's profitability was slightly squeezed in 2020, albeit still
moderate with an FFO margin of 8%. This compares well with GEA
Group's and Arcelik's but is weaker than over 20% at Allison
Transmission Holdings and over 15% at both ams AG and Borets.

Following its increase in 2020 Fitch expects FFO net leverage to be
in the range of 2.0x-2.5x during 2021-2024. This leverage metric is
stronger than that reported by HMS, Borets and compares well with
Allison Transmission Holdings'. However, in comparison with
higher-rated CNH, GEA and Arcelik, TMH's leverage profile is
weaker. TMH's ratings in addition are capped by a low share of
aftermarket services revenue while GEA Group's business profile is
supported by a significant share of aftermarket service revenue of
about 30%.

KEY ASSUMPTIONS

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

-- Low single-digit rise of revenue through 2021-2024;

-- Constrained EBITDA margin in 2021 at about 11% with an
    expected rebound in 2022-2023 to around 12%-13%;

-- Moderate capex at about 5%-5.5% of revenue to 2024;

-- Dividends pay-out of RUB4.6 billion in 2021 and about RUB7
    billion - RUB8 billion per annum until 2024.

RATING SENSITIVITIES

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

-- Improved geographic and customer diversification outside CIS
    countries;

-- FCF margin sustained above 2%;

-- FFO net leverage sustained below 1.0x.

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

-- Negative FCF margin on sustained basis;

-- FFO net leverage sustained above 2.5x;

-- FFO interest coverage sustained below 4.0x.

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

Tight Liquidity: As at end-1Q21 Fitch-defined readily available
cash, adjusted for about RUB6 billion, was about RUB20 billion.
Together with expected slightly positive FCF over the short term of
about RUB1.3 billion, this was not sufficient to fully cover
short-term debt repayment as at end-1Q21 of about RUB51 billion.
Nevertheless, undrawn, albeit uncommitted, bank facilities with
maturity of more than one year of RUB56 billion should support debt
repayment.

TMH has proven access to debt capital markets with bond issues
during 2018-2021 of three- and five-year terms. In addition, it has
good long-term relationship with its key creditors and has usually
successfully refinanced its short-term maturities.

ISSUER PROFILE

TMH is the largest Russian and also one of the larger global
manufacturers of railway locomotives, passenger rail cars, metro
trains, trams, diesel engines and other related products.

ESG CONSIDERATIONS

TMH has an ESG Relevance Score of '4' for Group Structure due to
related-party transactions, which has a negative impact on the
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.



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

BBVA CONSUMER 2018-1: DBRS Confirms BB Rating on Class D Notes
--------------------------------------------------------------
DBRS Ratings GmbH confirmed the following ratings on the notes
issued by BBVA Consumer Auto 2018-1 FT (the Issuer):

-- Class A Notes at AA (low) (sf)
-- Class B Notes at A (sf)
-- Class C Notes at BBB (sf)
-- Class D Notes at BB (sf)

The rating on the Class A Notes addresses the timely payment of
interest and the ultimate payment of principal on or before the
legal final maturity date in July 2031. The ratings on the Class B,
Class C, and Class D Notes address the ultimate payment of interest
principal on or before the legal final maturity date.

The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies and defaults,
as of the April 2021 payment date;

-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables;

-- Current available credit enhancement to the notes to cover the
expected losses at their respective rating levels; and

-- Current economic environment and an assessment of sustainable
performance, as a result of the Coronavirus Disease (COVID-19)
pandemic.

The transaction is a securitization of Spanish unsecured vehicle
loans originated and serviced by Banco Bilbao Vizcaya Argentaria,
S.A. (BBVA). The portfolio comprises loans to finance the purchase
of new and used vehicles. The transaction closed in June 2018 and
had a revolving period that ended in January 2020.

PORTFOLIO PERFORMANCE

As of the April 2021 payment date, loans that were 30 days to 60
days delinquent and 60 days to 90 days delinquent represented 1.2%
and 0.7% of the portfolio balance, respectively. The cumulative
gross default ratio was 2.0% of the aggregate original portfolio,
with cumulative principal recoveries of 36.2% to date.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar conducted a loan-by-loan analysis of the remaining
pool of receivables and has updated its base case PD and LGD
assumptions to 7.5% and 61.2%, respectively. The analysis is based
on the current portfolio composition following the end of the
revolving period in January 2020.

CREDIT ENHANCEMENT

Subordination of the junior notes provides credit enhancement. As
of the April 2021 payment date, the Class A, Class B, Class C, and
Class D Notes credit enhancement increased to 18.0%, 13.4%, 6.8%,
and 4.8% from 11.1%, 7.9%, 3.5%, and 2.1%, respectively, one year
ago.

The transaction benefits from a cash reserve, currently at the
target level of EUR 2.3 million, equating to 0.50% of the
outstanding balance of the Class A, Class B, and Class C Notes. The
cash reserve covers senior fees and provides liquidity support to
the Class A, Class B, and Class C Notes.

BBVA acts as the account bank for the transaction. Based on the
account bank reference rating of A (high) on BBVA (which is one
notch below its DBRS Morningstar Long Term Critical Obligations
Rating of AA (low)), the downgrade provisions outlined in the
transaction documents, and other mitigating factors inherent in the
transaction structure, DBRS Morningstar considers the risk arising
from the exposure to the account bank to be consistent with the
rating assigned to the Class A Notes, as described in DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology.

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker.

The coronavirus and the resulting isolation measures have caused an
economic contraction, leading to sharp increases in unemployment
rates and income reductions for many borrowers. DBRS Morningstar
anticipates that delinquencies may continue to increase in the
coming months for many asset-backed security (ABS) transactions,
some meaningfully. The ratings are based on additional analysis
and, where appropriate, adjustments to expected performance as a
result of the global efforts to contain the spread of the
coronavirus. For this transaction, DBRS Morningstar applied an
additional haircut to its base case recovery rate and conducted
additional sensitivity analysis to determine that the transaction
benefits from sufficient liquidity support to withstand high levels
of payment holidays in the portfolio. As of March 31, 2021, 2.6% of
the pool benefitted from legal moratorium and 1.7% was under
sectorial moratorium conditions.


IM ANDBANK 1: DBRS Gives Prov. BB(high) Rating on Class C Notes
---------------------------------------------------------------
DBRS Ratings GmbH assigned provisional ratings to the following
classes of notes to be issued by IM Andbank RMBS 1, Fondo de
Titulizacion (Andbank RMBS 1 or the Issuer):

-- Class A Notes at AA (high) (sf)
-- Class B Notes at A (high) (sf)
-- Class C Notes at BB (high) (sf)

The provisional rating on the Class A Notes addresses the timely
payment of interest and ultimate payment of principal on or before
the final maturity date. The provisional ratings on the Class B and
Class C Notes address the ultimate payment of interest and the
ultimate repayment of principal on or before the final maturity
dates. DBRS Morningstar does not rate the Class Z Notes (together
with the Rated Notes, the Notes) that are also expected to be
issued in this transaction.

Andbank RMBS 1 is expected to issue three rated tranches of
collateralized mortgage-backed securities—Class A, Class B, and
Class C Notes (together, the Rated Notes)—to finance the purchase
of a portfolio of first-lien residential mortgage loans originated
by Andbank España, S.A.U. (Andbank). The mortgage loans are
secured over residential properties in Spain. Additionally, Andbank
RMBS 1 is expected to issue one class of uncollateralized notes,
the Class Z Notes, which will be used to fund the reserve fund
amount from the closing date. Andbank originated and services the
mortgage loans. Intermoney de Titulizacion SGFT, SA (Intermoney or
the Management Company) manages the transaction.

The transaction has a one-year revolving period, during which the
Issuer may acquire further mortgage loans if certain conditions are
met. DBRS Morningstar has stressed the portfolio to assess the
portfolio characteristics in line with the portfolio concentration
limits in accordance with the eligibility criteria. To purchase
additional mortgage loans, the Issuer will use its available funds
and will also be entitled to increase the outstanding balance of
the Notes during the first 12 months. The outstanding balance of
the Rated Notes will not exceed EUR 300 million and the outstanding
balance of the Notes will not exceed EUR 350 million. The Issuer
will be able to issue additional Rated Notes as long as the rating
on each of the notes is not downgraded. After the end of the
revolving period or if there is a revolving period early
termination event, the Rated Notes will start amortizing.

Credit enhancement for the Class A Notes is calculated at 12.0% and
is provided by the subordination of the Class B, Class C, and Class
Z Notes. Credit enhancement for the Class B Notes is calculated at
8.0% and is provided by the subordination of the Class C and Class
Z Notes. Credit enhancement for the Class C Notes is calculated at
4.5% and is provided by the Class Z Notes.

The reserve fund will be established and fully funded at closing
with the proceeds from the issuance of the Class Z Notes, providing
liquidity and credit support to the Rated Notes in the priority of
payments. The initial balance will be EUR 6.8 million, equivalent
to 4.5% of the initial balance of the Rated Notes at closing. The
target amount will be lower of (i) 4.5% of the initial balance of
the notes and (ii) 9.0% of the outstanding balance of the notes
with a floor of 2.25% of the initial balance of the notes . The
reserve fund will not amortize during the first year of revolving
period or if the reserve fund is not at its target.

The Rated Notes will pay on a prorated basis; however, if there is
a Class C subordination event, then the Class A and B Notes will
continue to amortize on a prorated basis, whereas principal on the
Class C Notes will not be paid until the Class A and B Notes have
been redeemed in full. If there is a Class B subordination event,
then the Rated Notes will switch to sequential amortization, where
principal on the Class B Notes will not be paid until the Class A
Notes have been redeemed in full and principal on the Class C Notes
will not be paid until the Class B Notes have been redeemed in
full. The subordination events on the Class B and Class C Notes
include both reversible triggers and nonreversible triggers. The
reversible triggers are linked to the defaulted rates on the
mortgage loans observed over the past 12 months and to certain
amortization deficiency conditions. The nonreversible triggers are
also linked to amortization deficiency conditions as well as the
defaulted rates observed at one point in time. Principal
amortization includes a provision mechanism through the use of
excess spread in the priority of payments for defaulted loans
(i.e., loans greater than or equal to 12 months in arrears).

DBRS Morningstar was provided with a provisional portfolio equal to
EUR 164.4 million as of 17 May 2021 (the cut-off date), which
consisted of 1,001 loans extended to 972 borrowers. The
weighted-average (WA) original loan-to-value (LTV) ratio stands at
56.8% whereas the WA current indexed LTV is 50.0%. The mortgage
loan portfolio is distributed among the Spanish regions of Madrid
(42.7% by current balance), Catalonia (31.0%), and Andalusia
(6.8%). The mortgage loans in the asset portfolio are owner
occupied (82.4%), with 15.3% classified as second homes and 2.3%
classified as buy to let. All the loans in the pool pay on a
repayment basis. There are almost no loans granted to self-employed
borrowers in the pool. As of the cut-off date, none of the mortgage
loans were more than 40 days in arrears. The WA coupon of the
mortgages is 1.06% and the WA seasoning of the portfolio is low at
14.4 months, as the majority of the loans were originated about two
years ago.

Of the portfolio balance, 36.5% are mortgages that allow for margin
or interest rate reduction due to cross-selling of Andbank
products. Currently, 37.0% of the portfolio are fixed-rate loans
for life with a WA coupon of 1.49%. The remaining 63.0% are
floating-rate loans with a one-year fixed-rate period from
origination indexed to 12-month Euribor. Of those, 22.0% are still
in the fixed-rate period for about 3.5 months on a WA basis. The WA
margin of the loans that have already ended their fixed-rate period
(41.0% of the portfolio) is 0.86%. After the application of the
interest rate and margin reductions, the WA interest rate of the
fixed-rate loans will reduce to 1.45% and the WA margin of the
floating-rate loans will reduce to 0.82%. DBRS Morningstar stressed
the margin and the interest rate of the portfolio to the minimum
allowed per the loan agreement. In addition, the servicer can grant
loan modifications without the Management Company's consent,
including (1) maturity extension, (2) 12-month grace periods for 2%
of the portfolio, and (3) margin or interest rate reductions for
7.5% of the portfolio. DBRS Morningstar has also factored this in
its analysis.

The Rated Notes are floating rate and linked to one-month Euribor.
The Issuer's fixed-floating risk exposure is hedged through an
interest rate swap agreement in which the Issuer will pay a fixed
rate and receive one-month Euribor on a predetermined notional
amount (the swap notional amount). The basis risk mismatch will
remain unhedged.

The transaction's account bank agreement and replacement trigger
require Banco Santander SA (Banco Santander) acting as the treasury
account bank to find (1) a replacement account bank or (2) an
account bank guarantor upon loss of an applicable "A" account bank
rating. DBRS Morningstar's Long Term Critical Obligations Rating
(COR), Long-Term Issuer Rating and Senior Debt rating, as well as
Long-Term Deposits rating on Banco Santander are AA (low), A
(high), and A (high), respectively, as of the date of this press
release. The applicable account bank rating is the higher of one
notch below the COR, Long-Term Senior Debt rating, and Long-Term
Deposits rating on Banco Santander.

DBRS Morningstar based its ratings on the following analytical
considerations:

-- The transaction capital structure and form and sufficiency of
available credit enhancement.

-- The credit quality of the portfolio and DBRS Morningstar's
qualitative assessment of Andbank's capabilities with regard to
originations, underwriting, and servicing. DBRS Morningstar was
provided with a loan-level data for the mortgage portfolio. DBRS
Morningstar calculated probability of default (PD), loss given
default (LGD), and expected loss levels on the mortgage portfolio,
which DBRS Morningstar used as inputs in the cash flow tool. DBRS
Morningstar analyzed the mortgage portfolio in accordance with its
"European RMBS Insight Methodology" and "European RMBS Insight:
Spanish Addendum".

-- The transaction's ability to withstand stressed cash flow
assumptions and repay the noteholders according to the terms and
conditions in the transaction documents. DBRS Morningstar analyzed
the transaction structure using Intex DealMaker. DBRS Morningstar
considered additional sensitivity scenarios of 0% conditional
repayment rate stress.

-- The transaction parties' financial strength to fulfil their
respective roles.

-- The transaction's legal structure and its consistency with DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology as well as the presence of the
appropriate legal opinions that address the assignment of the
assets to the Issuer.

-- DBRS Morningstar's sovereign rating on the Kingdom of Spain of
"A" with a Stable trend as of the date of this press release.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that delinquencies may
continue to increase in the coming months for many residential
mortgage-backed security (RMBS) transactions, some meaningfully.
The ratings are based on additional analysis and, where
appropriate, adjustments to expected performance as a result of the
global efforts to contain the spread of the coronavirus. For this
transaction, DBRS Morningstar incorporated a moderate reduction in
property values and conducted additional sensitivity analysis to
determine that the transaction benefits from sufficient liquidity
support to withstand potential high levels of payment holidays in
the portfolio.

Notes: All figures are in euros unless otherwise noted.


IM BCC CAPITAL 1: DBRS Confirms BB(low) Rating on Class C Notes
---------------------------------------------------------------
DBRS Ratings GmbH confirmed its ratings on the notes issued by IM
BCC Capital 1, FT (the Issuer) as follows:

-- Class A Notes at AA (sf)
-- Class B Notes at BBB (low) (sf)
-- Class C Notes at BB (low) (sf)

DBRS Morningstar also removed the rating of the Class A Notes from
Under Review with Negative Implications (UR-Neg.) status, where it
was placed on April 14, 2021.

The rating of the Class A Notes addresses the timely payment of
interest and the ultimate payment of principal on or before the
legal maturity date in April 2037. The ratings of the Class B Notes
and Class C Notes address the ultimate payment of interest and
principal on or before the legal maturity date.

The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:

-- The portfolio performance, in terms of level of delinquencies
and defaults, as of the April 2021 payment date.

-- The one-year base case probability of default (PD) and default
and recovery rates on the outstanding receivables.

-- The current available credit enhancement to the rated notes to
cover the expected losses at their respective rating levels.

-- The current economic environment and an assessment of
sustainable performance, as a result of the Coronavirus Disease
(COVID-19) pandemic.

-- The release of DBRS Morningstar's SME Diversity Model
v2.5.0.0.

The transaction is a static cash flow securitization collateralized
by a portfolio of term loans originated and serviced by Cajamar
Caja Rural, S.C.C. (Cajamar), granted to SMEs and self-employed
individuals based in Spain. It closed in December 2018.

PORTFOLIO PERFORMANCE

The transaction's performance has been stable since closing. As of
31 March 2021, the overall portfolio consisted of an aggregate
principal balance of EUR 446.4 million. The current cumulative
default ratio was at 0.50%. The 30-60 and 60-90 day delinquency
ratios stood at 0.15% and 0.14%, respectively.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar maintained the one-year base case PD at 2.7%
(including coronavirus-related adjustments).

Following the release of the SME Diversity Model v2.5.0.0, DBRS
Morningstar updated its lifetime default and recovery assumptions
on the outstanding portfolio to 41.2% and 32.2%, respectively, at
the AA (sf) rating level, to 23.2% and 38.2%, respectively, at the
BBB (low) (sf) rating level, and to 16.1% and 43.3%, respectively,
at the BB (low) (sf) rating level.

CREDIT ENHANCEMENT

The Class A to Class E Notes amortize pro rata, unless certain
sequential amortization events have occurred to date. As a result
of the pro rata amortization, credit enhancement remains stable at
38.9%, 15.1%, and 8.4% for the Class A, Class B, and Class C Notes,
respectively. The credit enhancement for the rated notes is
provided by the subordination of the junior notes and a reserve
fund.

The reserve fund is currently funded at EUR 9.5 million, after
reaching its floor on the April 2021 payment date, and it is
available to cover shortfalls in senior expenses and interest and
principal of the Class A to Class D Notes.

The structure also benefits from a commingling reserve account
funded at closing to mitigate any potential disruptions of the
payment of senior expenses and interest on the Class A Notes. This
is currently funded at EUR 0.45 million.

Banco Santander SA (Santander) acts as the account bank for the
transaction. Based on the DBRS Morningstar reference rating of
Santander at A (high), one notch below its DBRS Morningstar Long
Term Critical Obligations Rating of AA (low), the downgrade
provisions outlined in the transaction documents, and other
mitigating factors inherent in the transaction structure, DBRS
Morningstar considers the risk arising from the exposure to the
account bank to be consistent with the ratings assigned to the
Notes, as described in DBRS Morningstar's "Legal Criteria for
European Structured Finance Transactions" methodology.
DBRS Morningstar analyzed the transaction structure in its
proprietary Excel-based cash flow engine.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that payment holidays and
delinquencies may continue to increase in the coming months for
many SME transactions, some meaningfully. The ratings are based on
additional analysis and adjustments to expected performance as a
result of the global efforts to contain the spread of the
coronavirus.

For this transaction, DBRS Morningstar increased the expected
default rate on receivables granted to obligors operating in
certain industries based on their perceived exposure to the adverse
disruptions of the coronavirus. As per DBRS Morningstar's
assessment, 5.0% and 23.7% of the outstanding portfolio balance
represented industries classified in the mid-high and high-risk
economic sectors, respectively. This led the underlying one-year
PDs to be multiplied by 1.5 times (x) and 2.0x, respectively, as
per DBRS Morningstar's "European Structured Credit Transactions'
Risk Exposure to Coronavirus (COVID-19) Effect" commentary released
on May 18, 2020, wherein DBRS Morningstar discussed the overall
risk exposure of the SME sector to the coronavirus and provided a
framework for identifying the transactions that are more at risk
and more likely to be affected by the fallout of the pandemic on
the economy.

DBRS Morningstar also conducted an additional sensitivity analysis
to determine that the transaction benefits from sufficient
liquidity support to withstand high levels of payment holidays in
the portfolio. As of April 30, 2021, there were no reported loans
benefiting from coronavirus-related moratoriums.

Notes: All figures are in euros unless otherwise noted.




===========
S W E D E N
===========

SAMHALLSBYGGNADSBOLAGET I NORDEN: S&P Rates Unsec. Hybrid Notes BB
------------------------------------------------------------------
S&P Global Ratings has assigned its 'BB' issue rating to the
proposed unsecured subordinated hybrid notes to be issued by
Samhallsbyggnadsbolaget i Norden AB (SBB) (BBB-/Positive/--).

The completion and size of the transaction will be subject to
market conditions, but we anticipate it will be around benchmark
size.

S&P considers the proposed notes as having intermediate equity
content until their first reset date (at least five years from the
date of issuance) because they meet its criteria in terms of
subordination, permanence, and optional deferability during this
period.

Together with the issuance, SBB launched a tender offer on part of
the existing EUR300 million securities with a first call date in
2024. S&P said, "If SBB successfully issues the new securities, we
will not assign an equity content to the targeted refinanced amount
on the EUR300 million hybrid issued in 2019 and maintain our
intermediate equity content assessment on any amount not replaced
as part of this transaction. This is notably because we consider
that the issuance of the new hybrid instrument will partially
replace the existing hybrid, subject to the tender offer, and that
SBB remains committed to maintain the remaining outstanding amount
as part of their capital structure. We understand that SBB targets
a tender offer of up to EUR150 million."

The proposed hybrid notes will have a noncall period of at least
five years from date of issuance. However, SBB could call the bond
any time prior to the first call date at a make-whole premium
("make-whole call"), although we understand that the company has no
intention of doing so. Accordingly, S&P does not include it as a
call feature in our hybrid analysis, even if it is referred to as a
make-whole call clause in the hybrid documentation.

S&P said, "Consequently, in our calculation of SBB's credit ratios,
we will treat 50% of the principal outstanding and accrued interest
under the hybrids as equity rather than debt. We will also treat
50% of the related payments on these notes as equivalent to a
common dividend. Both treatments are in line with our hybrid
capital criteria.

"We note that the proposed issuance would bring our hybrid
capitalization rate slightly above 15% based on pro forma
financials for the rolling-12-month period to March 31, 2021,
assuming an issuance of around benchmark size. As this exceeds our
threshold of 15%, we will treat any exceeding amounts as debt and
its related dividends as interest in our adjusted credit metrics.

"We understand that the company is committed to keeping the
subordinated perpetual notes as a permanent part of its capital
structure and its capitalization rate below our 15% threshold.
Hence we expect SBB´s capitalization rate to move back below 15%
in the next few quarters.

"If asset or liability management or future issuances were to take
SBB's hybrid capitalization rate further well above our 15%
threshold, we would likely consider the company's financial policy
aggressive and its capital structure as too dependent on hybrids.
In these circumstances, we may reconsider the equity content of all
the outstanding hybrid instruments."

S&P arrives at its 'BB' issue rating on the proposed notes by
deducting two notches from its 'BBB-' issuer credit rating (ICR) on
SBB. Under our methodology:

-- S&P deducts one notch for the subordination of the proposed
notes, because the ICR on SBB is investment grade (that is, 'BBB-'
or above); and

-- S&P deducts an additional notch for payment flexibility to
reflect that the deferral of interest is optional.

The notching reflects S&P's view that there is a relatively low
likelihood that the issuer will defer interest. Should S&P's view
change, it may increase the number of notches it deducts to derive
the issue rating.




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

AF BIOMASS: Put Into Administration by Directors
------------------------------------------------
Farmers Weekly reports that AF Biomass, a wholly owned subsidiary
of the farmer-owned AF Group, has been put into administration by
its directors.  

The company is a nationwide straw merchant whose services include
straw contract management, baling, loading and haulage.

According to Farmers Weekly, a statement to members said the
business had no prospect of meeting its contractual obligations to
supply power stations with straw.

AF Biomass said its members who had supplied straw this year had
been paid, but an internal debt of GBP1 million to the AF Group
would not be wholly recovered by the administrators, Farmers Weekly
relates.


CLARA.NET HOLDINGS: Fitch Assigns 'B+(EXP)' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has assigned Clara.net Holdings Limited (Claranet) a
first-time expected Long-Term Issuer Default Rating (IDR) of
'B+(EXP)' with a Stable Outlook. Fitch has also assigned the
company's proposed secured loan facilities an expected 'BB-(EXP)'
with a Recovery Rating of 'RR3'.

The assignment of final ratings will depend on instrument and
shareholder loan documentation conforming to information already
received by Fitch.

Proceeds of the secured loans will be used to refinance existing
borrowings and for general corporate purposes.

The rating of Claranet reflects high Fitch-projected funds from
operations (FFO) gross leverage at 5.8x on a pro-forma basis for
acquisitions at financial year to June 2021. Fitch projects this to
decline to below 5x by FYE23, barring large debt-financed
acquisition activity.

Rating strengths are an asset-light business model, avoiding any
significant investments in infrastructure. Sustainably low capex
requirements and around 15% Fitch-defined EBITDA margin lead to
positive free cash flow (FCF) generation, supporting deleveraging
flexibility and providing liquidity.

KEY RATING DRIVERS

Asset-Light Business Model: Claranet is strategically focused on
providing managed IT services that often support their customers'
mission-critical applications and refrains from making significant
investments in data-centre infrastructure. This strategy allows the
company to avoid risks of IT hardware obsolescence, but means it is
dependent on collaboration with third-party infrastructure
providers such as public cloud companies.

Long-Term Business Risks: Fitch believes simplification of managing
cloud-based applications that may result from wider proliferation
of ready-to-use out-of-the-box solutions or more active involvement
of hyper cloud providers in servicing their medium-size customer
base may pose risks to this business model but Fitch views these
risks only as a potential, longer-term threat.

IT Outsourcing Supportive: A global trend for wider outsourcing of
IT functions, particularly cloud- and cybersecurity-related,
supports Claranet's growth outlook. Margins are helped by
inflation-linked pricing escalators in most contracts.

Claranet operates in a multi-euros billion market that some
industry experts expect will see average annual growth in
mid-to-high single digits at least until 2025. Claranet's proven
record of managing customer cloud-based applications and
certifications from the largest public cloud providers firmly
position the company to benefit from this growth. Connectivity and
workplace segments (37% of FY20 revenues) are likely to see only
slow expansion, which would weigh on overall growth.

Niche Positioning Reduces Competitive Intensity: A focus on
servicing medium-sized and sub-enterprise customers shields
Claranet from active competition from larger IT integrators. Its
target customer base is typically under-served and relationships
can be easier to initiate. Local presence and the ability to
provide personalised support and expertise as needed are more
important in this segment than market share power and an ability to
undertake large-scale and complex IT projects, in Fitch's view.

Enduring Customer Relationships: Long-lasting customer
relationships and a high share of recurring revenue lead to good
revenue visibility, which is credit positive. Customer
relationships with good satisfaction levels tend to endure,
particularly with larger sub-enterprise clients, as evident in
Claranet's annual churn (conservatively calculated) in the
low-to-mid teen percentage territory. Fitch believes this is at
similar to or slightly better than that of peers, who are focused
on small and medium- sized companies.

High Recurring Revenue Share: A significant proportion of contracts
last several years, with the average contract length of above two
years for the largest 100 customers - more than 50% of Claranet's
FY20 revenue were recurring, rising to close to 70%, including
usage-based revenues. Replacing a managed service provider entails
a risk of operating disruptions and typically requires significant
advanced planning so that even customers intending to leave
continue to generate revenues.

Generic Services: Claranet does not offer proprietary software that
would differentiate it from other managed service providers. It
typically helps to manage a broad range of customer applications
including mission-critical ones and aims to provide a high level of
service. Claranet is not focused on any one industry and caters to
a broad range of industries and end-markets

Acquisitive Strategy to Continue: Fitch expects Claranet to
continue with bolt-on acquisitions that have been a feature of its
growth strategy and have allowed it to enter new markets. It has
completed 30 bolt-on acquisitions since 2012. Fitch assumes that
any significant excess cash from the refinancing will eventually be
spent on bolt-on acquisitions. Ample internally generated cash
would also be available to finance M&A. Any larger transactions
that may require raising additional debt, which would be viewed as
an event risk for the rating.

Greater geographic diversification is unlikely to significantly
benefit the rating. With the exception of Portugal, Claranet
remains a small provider in its geographic markets. It operates
primarily across seven European countries and in Brazil; its
presence in the latter market leads to modest currency mismatch
between debt and cashflow.

Robust FCF Generation: The asset-light business model allows
Claranet to maintain low capex which, coupled with Fitch-defined
EBITDA margin of around 15% (Fitch treats capitalised R&D as an
operating expense) and low taxes, leads to sustainably positive FCF
generation. A significant share of capex is tied to specific
customer contracts and is success-driven.

High Leverage: Claranet's leverage is high, which Fitch estimates
at 5.8x on an FFO basis at end-FY21, pro-forma for acquisitions.
With financial covenants set high (maintenance covenant for all
senior facilities set at 6.6x net debt/EBITDA (company
definition)), cash may easily be up-streamed to shareholders or
spent on acquisitions, and Fitch therefore relies on gross FFO
metrics. Fitch expects deleveraging to be primarily supported by
mid-single digit annual revenue growth, which should allow Claranet
to reduce FFO leverage to below 5x during FY23, assuming no large
acquisitions. Its GBP19.5 million of shareholder loans are treated
as equity under Fitch's methodology.

DERIVATION SUMMARY

As a provider of managed IT services, Claranet shares some
operating-profile similarities with its larger peers such as
TierPoint, LLC (B/Stable). The latter company is increasingly
focused on providing cloud-related managed services but with a much
higher contribution of revenue enabled by proprietary data-centre
assets, due to its origin as data-centre provider.

Claranet's range of offered services has some overlap with large IT
services companies such as DXC Technology Company (BBB/Stable) and
Accenture plc (A+/Stable) but on a dramatically smaller scale as it
caters to primarily medium-sized companies and sub-enterprise size
clients - a segment that is typically underserved by larger peers.

TeamSystem Holding S.p.A. (B/Stable) and Dedalus SpA (B/Stable) are
software service providers with sticky customer bases, evident in
lower churn rates than Claranet. Together with their strong market
position and good revenue visibility, they have more debt capacity
than Claranet.

Another equally-rated peer is Centurion Bidco S.p.A (B+/Stable),
the acquisition vehicle for Ingegneria Informatica S.p.A. (EII), a
leading Italian software developer and provider of IT services to
large Italian companies. It has maintained a strong market share
and stable customer relationships in various industrial segments,
successfully competing with international IT services companies
such as Accenture and IBM. Its larger size and strong domestic
market position allow it to sustain higher leverage at its 'B+'
rating.

KEY ASSUMPTIONS

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

-- Annual revenue growth in high single-digit percentages for
    cloud services, and strong double digits for cybersecurity
    services but from a low base;

-- Slightly improving EBITDA margin, from around 14% in FY21 to
    close to 15% in FY24;

-- Capex at around 6% of revenue, with additional R&D costs of
    approximately 1% of revenue (these are treated as cash costs
    by Fitch), to FY24;

-- Slightly negative working-capital movements in FY21 and FY22;

-- Fitch assumes that the GBP19.5 million shareholder loan's
    maturity is reset to a date reasonably later than the maturity
    of senior secured instruments;

-- Dividends equal to 5% of company-reported EBITDA;

-- No significant restructuring and one-off costs for the next
    four years;

-- In the lack of consolidated accounts at the level of Claranet,
    Fitch assumes no significant operating activities outside of
    key operating subsidiary Claranet Group Limited, with all
    additional group debt residing at financing subsidiary
    Claranet Finance Limited.

KEY RECOVERY RATING ASSUMPTIONS

-- The recovery analysis assumes that Claranet would be
    reorganised as a going-concern (GC) in bankruptcy rather than
    liquidated given the technical expertise within the group and
    stable customer base.

-- Fitch estimates that post-restructuring EBITDA would be around
    GBP50 million, which would broadly correspond to slightly
    negative FCF. Fitch would expect a default to come from higher
    competitive intensity leading to revenue losses. The GBP50
    million EBITDA is approximately 27% lower than Fitch's
    forecast of pro-forma FY22 EBITDA of GBP69 million.

-- An enterprise value (EV) multiple of 5.5x is applied to the GC
    EBITDA to calculate a post-reorganisation EV. The multiple is
    in line with that of other similar software and managed
    services companies exhibiting strong pre-dividend FCF
    generation.

-- 10% of administrative claim taken off the EV to account for
    bankruptcy and associated costs.

-- The total amount of first-lien secured debt for claims
    includes GBP335 million senior secured term loan facilities
    and an EUR75 million pari passu ranked revolving credit
    facility (RCF) that Fitch assumes to be fully drawn.

-- Fitch estimates expected recoveries for senior secured debt at
    63%. This results in the senior secured debt instrument rating
    of 'BB-(EXP)'/'RR3', one notch above the expected IDR of
    'B+(EXP)'.

RATING SENSITIVITIES

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

-- FFO gross leverage below 4x on a sustained basis with a
    disciplined M&A strategy;

-- Significant growth in FCF on a sustained basis with cash from
    operations (CFO) less capex as a share of total debt exceeding
    10%;

-- FFO interest coverage above 4.0x; and

-- Positive operating trends supporting continued revenue growth,
    with an improving share of recurring and usage-based revenues.

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

-- Failure to reduce FFO gross leverage to below 5x by FYE23;

-- FFO interest coverage below 2.5x;

-- Operating and competitive pressures resulting in revenue
    growth falling significantly below the market average;

-- CFO less capex as a share of total debt persistently below 5%.

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

Comfortable Liquidity: Fitch views Claranet's liquidity as
comfortable. The company expects to have above EUR60 million of
cash on its balance sheet post refinancing, which would be
available for general corporate purposes and to fund acquisitions,
if any. This will be supported by positive internal cash flow
generation and a EUR75 million undrawn RCF as a part of the new
capital structure. Claranet is planning to issue debt with a
maturity of seven years once its refinancing is completed.

ISSUER PROFILE

Claranet is a medium-sized provider of managed IT services
primarily focusing on cloud-related services for small and
medium-sized companies and the sub-enterprise customer segment. It
also offers cybersecurity, connectivity and workplace solutions.

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.

CLARANET INT'L: S&P Assigns 'B' LongTerm Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings related that IT managed services provider (MSP)
Claranet Group Ltd., the U.K.-based core operating subsidiary of
Jersey-based Claranet International Ltd., is planning a EUR380
million-equivalent senior secured term loan issuance.  The proceeds
will be used to repay all existing bank debt and provide modest
overfunding for general corporate purposes and bolt-on
acquisitions.

S&P is assigning its 'B' long-term issuer credit rating to
Claranet, and its 'B' issue rating to the company's proposed senior
secured term loan.

The stable outlook indicates that S&P expects Claranet to deliver
5%-6% organic growth in EBITDA and stable free operating cash flow
(FOCF) over the next 12 months, and that debt-funded acquisitions
will not cause its adjusted gross leverage to rise above 7.0x
excluding preferred equity (7.8x total leverage).

Claranet benefits from a solid competitive position in the European
mid-market. Claranet is the No. 3 provider of cloud IT services in
the fragmented European mid-market, behind Rackspace and
Neurones-IT. This is its core focus area, from which we estimate
that it will generate 53% of revenue in the financial year ending
June 30, 2021 (FY2021). It is also well placed to grow in the
underserved subenterprise segment.

Claranet differentiates itself through its strong technical
expertise -- it employs high-quality cloud engineers and experts.
It also has strong partnerships and is a certified MSP and premier
partner with major public cloud service providers Amazon Web
Services and Microsoft Azure. Claranet has established a good
brand, reputation, and track record in the mid-market, as reflected
by its above-average net promoter scores and customer satisfaction,
and by its position as a leader in Gartner's Magic Quadrant for
European managed hybrid cloud. This helps Claranet to stand out
from other mid-market MSPs and to be competitive with large system
integrators.

Claranet is also poised for strong growth, from a low base, in its
cybersecurity services. These bring in an estimated 4% of revenue
in FY2021. The growth prospects for these services are supported by
its broad offering, technical expertise, and ability to cross-sell
cybersecurity to existing cloud customers.

Demand for cloud migration and cybersecurity underpins solid
medium-to-long-term growth prospects. S&P said, "We expect Claranet
to sustain organic revenue growth rates of about 5%-6% over the
medium-to-long-term, after resilient organic growth of about 1% in
FY2021 despite the impact of the pandemic. We expect Claranet to
grow approximately in line with its core addressable market, which
is expected to benefit from accelerating cloud penetration
following the pandemic." Companies are further digitalizing their
business models to enable remote working. Claranet's addressable
market also benefits from the increasing complexity and frequency
of cyberthreats, and from the corresponding regulation.

Claranet has fair revenue visibility. Although its recurring
revenue share of about 53% is relatively low, including usage-based
revenue (UBR) causes recurring revenue to rise to about 69%. UBR
services are often covered by multi-year frameworks and are
typically predictable, with loyal customers. Claranet also has a
solid average contract length of 27 months across its top 100
customers and a significantly longer average customer relationship.
Contracts typically include annual price increases that are either
an index-linked rate or 3%. Claranet's revenue visibility is
reinforced by fairly low annualized churn of about 9%-10% of
recurring revenue including UBR. This excludes about 3%-4% of
revenue which is lost to downgrades of services. Frequently, such
downgrades are offset by upgrades to new services, and hence they
have no negative revenue impact.

Claranet has relatively good geographic and customer diversity. In
FY2021, the company is expected to generate 30% of its revenue from
the U.K.; 27% from Portugal; 26% from France; and the remainder
from countries including Brazil, Germany, and Spain. This makes it
less reliant on a single market than other EMEA IT services peers
such as Italy-based Lutech and Engineering SpA. Furthermore,
Claranet's customer base is well diversified--its Top 10 customers
account for only 12% of revenue and its Top 50 customers account
for 28% of revenue. S&P considers its diversified customer base to
be a strength compared with peers like Ensono, Lutech, and
Almaviva.

Claranet has relatively good profitability. S&P said, "We view
Claranet's estimated pro forma S&P Global Ratings-adjusted EBITDA
margin of about 16% in FY2021 as relatively good compared with
peers in the IT services sector. It is notably higher than EMEA
peers like Lutech, Almaviva, and Engineering SpA. On the other
hand, margins before leases at U.S. peers Ensono and Rackspace are
over 18%, compared with about 13% for Claranet. Claranet's
profitability is supported by its primary focus on value-adding
services, rather than reselling software and hardware. We also view
positively its largely variable cost structure, which protects the
stability of its profitability. In calculating our adjusted EBITDA,
we expense capitalized development costs (related to product
development and customer platform set-ups) and restructuring costs
(typically mostly related to acquisitions)."

Offsetting these strengths is an intense competitive environment
with many MSP and large system integrators. Claranet competes with
many MSPs in the fragmented European mid-market, such as Rackspace
and Six Degrees in the U.K., and Linkbynet, Neurones-IT, and Cloud
Temple in France. In addition, Claranet faces tough competition
from global system integrators such as Accenture, Atos, and
Capgemini, particularly as Claranet transitions toward larger
subenterprise customers. These players are more than 20 times the
size of Claranet, by revenue and have strong brands and
reputations. In addition, they have more complete suites of
offerings. These factors are important for winning customer
contracts and enables them to charge premium prices.

In the long term, the competitive threat from Rackspace and global
system integrators could increase further. This would occur if they
significantly scale up their investment in technical capabilities
dedicated to cloud services, which is a key part of how Claranet
currently differentiates itself.

Claranet's niche focus on cloud IT services for the mid-market
segment somewhat constrains our view of its business. In FY2021,
53% of Claranet's revenue came from cloud services, mostly for
mid-market customers. That said, the company also offers other
services, such as cybersecurity (4% of revenue); connectivity (13%;
includes managed voice and data connectivity services); and
workplace (22% of revenue; includes IT product reselling and
consulting). S&P expects the diversity of Claranet's business will
improve over time as it executes its strategy to rapidly grow its
cybersecurity business and its subenterprise customer base.

S&P said, "Overall, we position Claranet's business risk profile at
the higher end of the weak category, relative to peers. We view
Claranet's weak business risk profile as slightly stronger than
that of U.S.-based cloud and mainframe services peer Ensono, which
has high customer concentration -- its Top 10 customers account for
around half of its revenue. We also view Claranet's profile as
slightly stronger than that of Lutech, which has high geographic
concentration (93% of its revenue is from Italy) and its Top 10
customers account for 27% of its revenue. We assess Claranet's
business risk profile as being roughly on par with that of
Almaviva, which is considerably larger in scale but has recurring
revenue of less than 20% and gains 66% of its revenue from its Top
10 customers. Some of Claranet's peers have a fair business risk
profile. These include Engineering SpA, which holds the No. 1
position in the Italian IT services market, and Rackspace, which is
the world's largest cloud infrastructure managed services provider
and has the best-known brand.

"Claranet has a highly leveraged financial risk profile. We
estimate that Claranet's pro forma adjusted gross debt to EBITDA
will be about 5.8x excluding preferred equity in FY2021 (6.6x total
leverage). We forecast a leverage reduction of about 0.3x in
FY2022, thanks to organic revenue growth of 5%-6% and a broadly
stable EBITDA margin.

"We estimate that Claranet's pro forma adjusted FOCF to debt will
be about 4.6% excluding preferred equity in FY2021 (4.0% FOCF to
total debt) and will be approximately stable in FY2022. We expect
the improved EBITDA, reduced tax payment, and lower working capital
outflow will be offset by a GBP7 million-GBP8 million increase in
capital expenditure (capex) due to a postpandemic increase in
economic activity and transformational project wins. We estimate
that Claranet's pro forma FOCF after lease payments will be about
GBP8 million in FY2021 and stable in FY2022.

"We expect Claranet's financial risk profile will remain highly
leveraged, based on its financial policy. Claranet's medium-term
target net leverage range is 3.5x-4.5x, which translates to about
5.2x-6.2x on an S&P Global Ratings-adjusted gross basis excluding
preferred equity, or about 6.0x-7.0x total leverage. Claranet would
also tolerate a temporary deviation of up to 5.0x (6.7x on an
adjusted basis excluding preferred equity) for strategic mergers
and acquisitions that have a clear deleveraging path within 12-18
months. We view the company's policy of paying up to 5% of pre-IFRS
16 recurring EBITDA as dividends as relatively prudent. The company
typically possesses ample headroom to fund ongoing dividend
payments from free cash flow.

"The stable outlook indicates that we expect Claranet to deliver
5%-6% organic growth in EBITDA and stable FOCF over the next 12
months. In addition, we assume that debt-funded acquisitions will
not lead its adjusted gross leverage to rise sustainably above 7.0x
excluding preferred equity (7.8x total leverage).

"We could downgrade Claranet if its adjusted debt to EBITDA
increases sustainably above 7.0x excluding preferred equity (7.8x
total leverage). We think this could occur if Claranet undertakes a
larger-than-anticipated debt-funded acquisition, and then faces
integration issues. Alternatively, we could lower the rating if
Claranet's reported FOCF after lease payments deteriorates toward
breakeven, for example, because competition has intensified.

"We view potential upside to the rating as constrained by the
company's financial policy, specifically its medium-term target net
leverage range which implies adjusted gross leverage of about
6.0x-7.0x. Nonetheless, we could raise the rating if the company
tightens its financial policy and reduces its adjusted leverage
excluding preferred equity to below 5.0x (total leverage below
5.8x) on a sustainable basis, and improves its FOCF to debt
excluding preferred equity to about 10%, or above."


CONSTELLATION AUTOMOTIVE: S&P Withdraws 'B-' LongTerm ICR
---------------------------------------------------------
S&P Global Ratings withdrew its 'B-' long-term issuer credit rating
on Constellation Automotive Ltd. (Constellation), and its 'B-'
issue ratings on the GBP981 million-equivalent term loan B
facilities, at the company's request. At the time of the
withdrawal, the outlook was negative.

Although the COVID-19 pandemic harmed Constellation's operations
through 2020, S&P notes that market conditions and therefore
recovery prospects for 2021 are much brighter. S&P expects the
company to continue increasing revenue and EBITDA but that it will
also continue to exhibit very high leverage. The negative outlook
at the time of the withdrawal reflected the pandemic's ongoing and
potential future effect on Constellation's financial results.

Constellation is a leading used-vehicle remarketing and buying
business, operating in the U.K and throughout Europe. The
Restricted Group operates a suite of integrated used vehicles
marketplaces (across business-to-business and consumer-to-business)
and associated automotive services (such as logistics,
refurbishments, and storage). The broader Constellation Automotive
Group also operates Cinch, a business-to-consumer ecommerce
platform for used vehicles, which is outside of the Restricted
Group. The company is majority owned by its financial sponsor, TDR
Capital, with a co-investor owning the remainder. The company has
increased its online footprint since the start of the pandemic.


DEUCE MIDCO: Fitch Assigns Final 'B' IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has assigned Deuce Midco Limited (David Lloyd
Leisure, DLL) a final Long-Term Issuer Default Rating (IDR) of 'B'.
The Outlook is Stable. Fitch has also assigned its GBP645 million
and EUR300 million senior secured notes issued by Deuce Finco plc a
final long-term rating of 'B+' with a Recovery Rating of 'RR3'.

The assignment of final ratings reflects the imminent completion of
refinancing on terms that are in line with Fitch's expectations,
including equity and PIK issuance.

The 'B' IDR encapsulates DLL's high funds from operations (FFO)
adjusted gross leverage under the new capital structure, and low
rating headroom. However, Fitch expects leverage to reduce to 7.0x
by 2023, underpinned by good post-pandemic recovery prospects,
solid inherent profitability with FFO margin trending towards 14%,
and enhanced financial flexibility post-transaction. Fitch expects
free cash flow (FCF) to turn positive in 2023, following repayment
of deferred payments and expected lower capex intensity.

The Stable Outlook is driven by recovery in memberships following
the reopening of sites in the UK, and increased attendance as clubs
gradually reopen in Europe and people gain confidence amid
vaccination rollout. Fitch could revise the Outlook to Negative on
slower recovery, weaker profitability and larger FCF outflows
eroding liquidity and delaying deleveraging prospects.

KEY RATING DRIVERS

Solid Operations: Fitch views DLL as a strong business benefitting
from a growing health & fitness sector and a sticky affluent
membership base that is less sensitive to economic pressures.
Current management have turned DLL around with net membership
gains, following years of net customer losses. Its premium
lifestyle offering sets DLL apart from the traditional gym format,
resulting in less direct competition and lower attrition rates.
Subscription income (around 80% of sales) is complemented mainly by
food and beverage and personal-training revenue streams.

High Leverage: Fitch expects FFO adjusted gross leverage to decline
to below 7.5x in 2022, and trend below 7.0x over Fitch's four-year
rating horizon, which is commensurate with a 'B' rating category.
Shareholder's equity injection and PIK instrument (which Fitch
treats as equity) of a combined GBP350 million will help reduce
DLL's debt by around GBP135 million. This, along with owner TDR's
focus on growing the business and no planned dividends over the
rating horizon, suggests some commitment to deleveraging.
FFO-adjusted gross leverage increased to above 8.5x following a
debt- funded dividend payment in 2018, and is distorted in 2020 and
2021 by the pandemic.

Post-Pandemic Recovery: While management expects a fairly swift
recovery to pre-pandemic levels in September 2021, Fitch
conservatively assumes overall membership numbers will still be 5%
below 2019 levels (pro-forma for acquisitions and new clubs) before
a full recovery by 2022. This is based on strong net member gains,
after re-opening in mid-April 2021, leading to pro-forma
memberships being 9% below 2019 levels at end-April, on increasing
usage of facilities, and on positive lead indicators. Fitch
estimates UK memberships alone were 5% below pre-pandemic levels at
end-May.

Post-pandemic trends, such as more working from home and a greater
focus on health and wellbeing, are also positive for DLL.

Healthy Profitability: DLL has demonstrated healthy profitability
on a like-for-like basis over the four years before the pandemic.
Fitch expects broadly break-even EBITDA in 2021, followed by
margins trending towards 24% by 2024. Improvement is driven by
maturing clubs, net membership gains, yield increase offsetting
inflationary cost pressures, and also its cost-savings programme.
Fitch assumes continued strong cost control, while maintaining the
premium quality of its offering. Growth in EBITDA to around GBP145
million by 2023 and turning FCF positive carries some execution
risks. Since 2019, Fitch has reversed the IFRS16 impact on leases
in line with Fitch's corporate criteria, shaving GBP19 million p.a.
off EBITDA and FFO in comparison to prior years.

Deleveraging Capability: Deleveraging will depend on management's
appetite for M&A and expansion versus debt reduction. Fitch expects
positive FCF from 2023 as deferred payments relating to the
pandemic (GBP96 million) are paid over 2021 and 2022. This is
supported by lower capex intensity than in the couple of years
before the pandemic. Fitch expects maintenance capex to remain at
around 5% of sales, while investment capex will reduce following
completion of a few investment initiatives.

Lower Pipeline Capex: DLL's strategy is to add four sites per year,
which historically have been funded via pipeline capex, but
management plans to finance more projects on a turn-key basis,
whereby developer invests money upfront (land and construction) and
DLL only pays for fit-outs. Once the site is open, it is treated as
long-leasehold. Such strategy will reduce expansionary capex,
improving deleveraging capacity.

Improved Financial Flexibility: DLL has materially improved its
financial flexibility under the new capital structure, benefitting
from shareholder support and a new GBP125 million RCF, which Fitch
does not expect to be drawn. Fitch assumes the inclusion of
Meridian within the restricted group as a shareholder investment
with no cash payment beyond its GBP9 million debt repayment as part
of the transaction. This transaction addresses immediate
refinancing risks stemming from current RCFs maturing in July 2021,
and removes interest accrued and capitalised during the pandemic.

DERIVATION SUMMARY

DLL's IDR reflects the company's niche leading position with an
affluent membership base that is less sensitive to economic
pressures.

Its closest Fitch-rated peer is Pinnacle Bidco plc (Pure Gym;
B-/Negative), the second-largest gym and fitness operator in Europe
with a value/low-cost business model, even though both credits have
different business models. While Pure Gym faces more rigorous price
competition in a more crowded market, DLL's members are less
price-sensitive. Pure Gym is smaller by revenue, has a
geographically more balanced portfolio following its Fitness World
acquisition, while DLL is increasing its geographic
diversification. The gym market is polarised and both companies
have been winning market share from their mid-market peers.

Due to its low-cost business model, Pure Gym operates on higher
EBITDAR margins of around 48%-50% versus around 40% at DLL. Pure
Gym has a more aggressive expansion strategy resulting in weaker
expected FCF generation and higher FFO-adjusted gross leverage,
which Fitch expects to reduce to 7.8x in 2022 following
coronavirus-related disruptions. DLL's FFO-adjusted gross leverage
is expected to trend towards 7.0x under the company's new capital
structure.

KEY ASSUMPTIONS

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

-- Membership levels to recover to 5% below 2019 levels (pro
    forma for acquisitions and new clubs) by September 2021. This
    is followed by 1% growth in average members per site between
    2022 and 2024;

-- DLL European clubs start opening in May, and contribution from
    Meridian clubs assumed from July;

-- Average yield at GBP56 in 2021 (post-reopening; benefits from
    price increases in early 2020), GBP57 in 2022 and growing by
    2.5% annually afterwards till 2024;

-- Four and five gym openings in 2022 and 2023, respectively;

-- Ancillary sales to decline 30% in 2021, before recovering to
    2019 levels in 2022 and growing 4%-7% in 2023-2024;

-- EBITDA margin to improve from 22.5% in 2022 towards 24% by
    2024, supported by cost savings, synergies and yield
    increases;

-- Capex on average around 9% of revenues over the rating horizon
    to 2024;

-- No dividends or material M&A over the rating horizon.

Key Recovery Rating Assumptions:

The recovery analysis assumes that DLL would be reorganised as a
going-concern (GC) in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim.

DLL's GC EBITDA of GBP110 million is based on expected EBITDA,
including pro-forma adjustments for cash flows added via
acquisitions. The GC EBITDA assumption reflects no new club
openings, lower membership revenues amid fewer members per club, no
increase in yield, and an EBITDA margin slightly below 2019 levels
due to higher operating spending. The GBP110 million GC EBITDA is
16% below estimated 2022 EBITDA, and reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level upon which Fitch
bases the enterprise valuation (EV).

Fitch has applied a 6x EV/EBITDA multiple to the GC EBITDA to
calculate a post-reorganisation EV. The multiple, which is 0.5x
higher than for Pure Gym, reflects a well-invested premium estate
(long leases mainly), an established brand name and lower attrition
rate of members than budget fitness operators', expected positive
FCF generation over the rating horizon and reasonable performance
through past recessions when the estate was less well-invested.

Its GBP900 million-equivalent senior secured notes rank behind an
GBP125 million super senior RCF, which Fitch assumes to be fully
drawn, but ahead of the GBP250 million PIK instrument raised
outside the restricted group.

Our waterfall analysis generates a ranked recovery for the senior
secured notes in the 'RR3' band, indicating a 'B+' instrument
rating, one notch up from the IDR. The waterfall analysis output
percentage on current metrics and assumptions is 52% based on the
new capital structure.

RATING SENSITIVITIES

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

-- Fitch does not expect a positive rating action under the new
    capital structure at least over the rating horizon, unless;

-- FFO-adjusted gross leverage falls below 6.0x suggesting a more
    robust underlying performance than expected, or a more
    conservative financial policy;

-- FFO fixed charge cover is sustainably above 1.8x; and

-- Positive FCF margin above 4%.

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

Slower recovery in memberships, weaker profitability amid lower
yields / higher attrition, and/or higher cash outflows leading to:

-- FFO-adjusted gross leverage above 7.5x in 2022, remaining
    sustainably above 7.0x beyond 2022;

-- FFO fixed charge cover sustainably below 1.5x; and

-- FCF margin remaining neutral to negative beyond 2022.

ESG Considerations

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

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Available liquidity amounts to around
GBP250 million upon completion of the refinancing. This is
sufficient to meet deferred payments and to accommodate a slower
recovery than envisaged under Fitch's rating case. Fitch does not
expect the GBP125 million RCF to be drawn during Fitch's forecast
horizon.

DLL's liquidity position is further supported by Fitch's
expectation that, once deferrals are paid, FCF generation will turn
positive as Fitch expects business expansion to require limited
expenditure due to partnership with developers. Under the new
capital structure DLL has no near-term maturities with its RCF
maturing in 2026 and the new senior secured notes in 2027.

ISSUER PROFILE

DLL is a premium lifestyle club operator in the UK (80% of 2020
revenue), with an expa nding presence in Europe. The group had 113
clubs with over 570,000 members at end-2020, with 99 of the clubs
located in the UK.


LIBERTY STEEL: Exec Fails to Answer Queries on Viability of Ops
---------------------------------------------------------------
Sylvia Pfeifer at The Financial Times reports that a senior
executive at Liberty Steel UK, an arm of Sanjeev Gupta's GFG
Alliance, has professed ignorance about the exact state of the
company's finances under sustained questioning by MPs.

According to the FT, Anton Krull, chief financial officer, was
unable to answer detailed questions about the viability of the
company's operations including the extent of the government's
support to Liberty Steel during the pandemic.

Speaking to MPs on the business, energy and industrial strategy
select committee on June 22, Mr. Krull said that despite being CFO,
his remit "does not extend to the balance sheet in terms of the
capital structure", the FT relates.

The testimony from Mr. Krull, as well as from Jon Bolton, a former
chief executive of Liberty Steel who is now a member of GFG's
global advisory board, underlines the complex structure of Mr.
Gupta's sprawling metals conglomerate and the concentration of
power in the hands of the industrialist and few key lieutenants,
the FT notes.

Even with revenues of US$20 billion, GFG has remained a loose
collection of separate businesses and does not publish consolidated
accounts, the FT states.

The UK government in March rejected a plea by Gupta for a GBP170
million bailout, citing concerns over the opaque nature of the
group, the FT recounts.  Mr. Gupta has been looking to refinance
GFG since the collapse of its main lender, Greensill Capital in
March, the FT relays.  The group is also the subject of a probe by
the Serious Fraud Office, the FT states.  It has denied wrongdoing
and said it is co-operating, the FT relays.

According to the FT, Richard Fuller, Tory MP for North East
Bedfordshire, said the testimony from the executives had only
"reinforced what the secretary of state said about how opaque the
business is", adding: "all roads lead to Sanjeev".

"It is totally unacceptable when so many issues around the
viability of the business relate to financial matters at GFG that
they sent two people who were patently incapable -- for good
reasons -- of answering even the most basic of questions," he
said.

Mr. Krull, who joined Liberty Steel UK two months ago, previously
worked at a South African aluminium producer.

In a statement, GFG, as cited by the FT, said it had made "very
clear" to the committee that Krull was "very new into the role, was
focused on securing the UK business's future and would be unable to
answer any questions on GFG Alliance's corporate financing."

Mr. Krull told MPs that while he reported to the chief executive of
Liberty Steel UK, a separate management team was responsible for
the UK business as a whole, the FT relates.

According to the FT, he said that he was not part of ongoing
attempts to refinance parts of the GFG group and could therefore
not comment on the capital structure of its UK steel operations.

Asked if directors had taken advice on whether the businesses were
trading while insolvent -- an offence under UK insolvency law --
Mr. Krull said they had "taken advice around trading" and provided
"operational instructions and parameters in terms of which we
operate", the FT notes.


NEWDAY PARTNERSHIP 2017-1: DBRS Confirms B Rating on Class F Notes
------------------------------------------------------------------
DBRS Ratings Limited confirmed the ratings on four NewDay
Partnership Funding-related transactions as follows:

NewDay Partnership Funding 2017-1 plc

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at BB (sf)
-- Class F Notes at B (sf)

NewDay Partnership Funding Loan Note Issuer VFN-P1 V1

-- V1 Class A Loan Note at BBB (high) (sf)

NewDay Partnership Funding Loan Note Issuer VFN-P1 V2

-- V2 Class A Loan Note at AAA (sf)
-- V2 Class B Loan Note at AA (sf)
-- V2 Class C Loan Note at A (sf)
-- V2 Class D Loan Note at A (low) (sf)
-- V2 Class E Loan Note at BBB (high) (sf)

NewDay Partnership Funding 2020-1 plc

-- Class A3 Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (high) (sf)

The ratings address the timely payment of scheduled interest and
the ultimate repayment of principal by the relevant legal final
maturity dates.

DBRS Morningstar also discontinued its ratings on the Class E and
Class F Notes in NewDay Partnership Funding Loan Note Issuer VFN-P1
subseries V1 following their full repayment on 7 June 2021. Prior
to their repayment, the ratings on these Class E Notes and Class F
Notes were BB (sf) and B (sf), respectively.

The notes are backed by a portfolio of cobranded credit card
receivables (with limited legacy store cards and instalment credit)
affiliated with high street and online retailers granted to
individuals domiciled in the UK by NewDay Ltd. (NewDay or the
originator) and serviced by NewDay Cards Ltd. (the servicer).

The ratings are based on the following analytical considerations:

-- The transactions' capital structures, including form and
sufficiency of available credit enhancement to support DBRS
Morningstar's revised expectation of charge-off, principal payment,
and yield rates under various stress scenarios.

-- The ability of the transactions to withstand stressed cash flow
assumptions and repay the notes.

-- The originator's and the servicer's capabilities with respect
to origination, underwriting and servicing.

-- An operational risk review of the servicer, which DBRS
Morningstar deems to be an acceptable servicer.

-- The transaction parties' financial strength regarding their
respective roles.

-- The credit quality, diversification of the collateral, and
historical and projected performance of the securitized portfolio.

-- DBRS Morningstar's sovereign rating on the United Kingdom of
Great Britain and Northern Ireland at AA (high) with a Stable
trend.

-- The consistency of the transactions' legal structures with DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology.

TRANSACTION STRUCTURES

The notes are part of the master issuance structure of NewDay
Partnership Funding, where all series of notes are supported by the
same pool of receivables and generally issued under the same
requirements regarding servicing, amortization events, priority of
distributions, and eligible investments.

The transactions include scheduled revolving periods. During these
periods, the issuer may purchase additional receivables provided
that the eligibility criteria set out in the transaction documents
are satisfied. The revolving periods may end earlier than scheduled
if certain events occur, such as the breach of performance triggers
or servicer termination. The servicer may extend the scheduled
revolving periods by up to 12 months. If the notes are not fully
redeemed at the end of the respective scheduled revolving periods,
the transactions enter into rapid amortization.

The transactions include series-specific liquidity reserves that
are available to cover the shortfalls in senior expenses and
interest on the notes.

COUNTERPARTIES

Citibank N.A. is the account bank for all the transactions. Based
on DBRS Morningstar's rating on Citibank at AA (low) with a Stable
trend and the downgrade provisions outlined in the transaction
documents, DBRS Morningstar considers the risk arising from the
exposure to the account bank to be commensurate with the ratings
assigned.

ASSET TRANSFER

On June 7, 2021, NewDay transferred GBP 100 million of eligible
receivables relating to the retailer Amazon.com, Inc. (Amazon) into
the securitized pool, consisting of GBP 29 million receivables from
Amazon Classic accounts and GBP 71 million from Amazon Platinum
accounts. While Amazon Platinum has been part of the securitized
pool (11.33% before the transfer), receivables related to Amazon
Classic were added for the first time. After the initial transfer,
Amazon Platinum and Amazon Classic would comprise 19.2% and 3.8% of
the securitized pool, respectively. Simultaneously upon the
transfer, the size of the subseries Class E and Class F Notes in
NewDay Partnership Funding Loan Note Issuer VFN-P1 V1 would be
redeemed in full and the size of the subordinated originator VFN
would increase by 4.6% to 5.0%.

As NewDay may add up to GBP 100 million more in Amazon receivables
in the future, with approximately the same split between Amazon
Platinum and Amazon Classic receivables, DBRS Morningstar has
considered in its analysis a transfer of up to GBP 200 million
Amazon receivables.

PORTFOLIO ASSUMPTIONS AND COVID-19 CONSIDERATIONS

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to increases
in unemployment rates and adverse financial impact on many
borrowers. DBRS Morningstar anticipates that delinquencies could
continue to rise, and payment and yield rates could remain subdued
in the coming months for many credit card portfolios. The ratings
are based on additional analysis and adjustments to expected
performance as a result of the global efforts to contain the spread
of the coronavirus.

The estimated monthly principal payment rates (MPPRs) of the
securitized portfolio have been largely stable at higher than 20%
over the reported period until March 2020. The most recent
performance as of April 2021 shows a MPPR of 21.5%, which recovered
from the record low level of 16.5% in May 2020 based on the
investor report. The historical MPPRs for Amazon Platinum have been
significantly higher, whereas the MPPRs for Amazon Classic have
been lower compared with the non-Amazon retailers in the portfolio.
Based on the analysis of historical data, the increasing share of
Amazon Platinum and inclusion of Amazon Classic, DBRS Morningstar
increased the expected MPPR to 19.7% from 16.0%.

The portfolio yield is largely stable at around 20%, with the most
recent performance at 20.91% in April 2021. The yield of the Amazon
Platinum product is significantly lower, reflecting the different
risk profiles and pricing strategy of this product. Amazon Classic,
on the other hand, shows a yield slightly higher than the
non-Amazon portfolio. DBRS Morningstar revises its expected yield
downward to 17.2% from 19.0% after consideration of the observed
trend and the shift in the portfolio composition.

The reported historical charge-off rates were lower than 5% from
2015 until March 2020. The most recent performance in April 2021
shows an annualized charge-off rate of 6.4%, higher than the 4.8%
in March 2021 based on the investor report. DBRS Morningstar
observed similar charge-off levels for Amazon Platinum and
non-Amazon retailers compared with significantly higher levels for
Amazon Classic. Based on the analysis of delinquency trends and the
addition of Amazon Classic, DBRS Morningstar revised the expected
charge-off rate to 7.6% from 7.0%.

DBRS Morningstar also elected to stress the asset performance
deterioration over a longer period for the notes rated below
investment grade in accordance with its "Rating European Consumer
and Commercial Asset-Backed Securitizations" methodology.

DBRS Morningstar analyzed the transaction structure in its
proprietary cash flow tool.

Notes: All figures are in British pounds sterling unless otherwise
noted.


PROVIDENT FINANCIAL: Doorstep Lending Unit May Face Insolvency
--------------------------------------------------------------
Muvija M in Bengaluru at Reuters reports that an independent
assessment by Ernst and Young reiterated on June 21 that subprime
lender Provident Financial's doorstep lending unit will likely face
insolvency if its 50-million-pound settlement plan is not endorsed
by a UK court.

According to Reuters, Provident said on June 21 that the division,
which lent to people who are turned away by mainstream banks, was
placed into a managed run-off last month, after a surge in customer
complaints against it.


TOGETHER ASSET 2021-CRE2: DBRS Finalizes BB Rating on X Notes
-------------------------------------------------------------
DBRS Ratings Limited finalized its provisional ratings on the
following classes of notes issued by Together Asset Backed
Securitization 2021-CRE2 Plc (TABS 2021-CRE2 or the Issuer):

-- Class A Loan Note at AAA (sf)
-- Class B Notes at AA (low) (sf)
-- Class C Notes at A (low) (sf)
-- Class D Notes at BBB (low) (sf)
-- Class E Notes at B (sf)
-- Class X Notes at BB (sf)

The final rating of B (sf) assigned to the Class E Notes differs
from the provisional rating of B (low) (sf) because of the tighter
spreads and step-up margins on the Class A Loan Note to Class X
Notes in the final structure.

The final rating on the Class A Loan Note addresses the timely
payment of interest and the ultimate repayment of principal on or
before the final maturity date. The final ratings on the Class B
Notes, Class C Notes, Class D Notes, and Class E Notes address the
timely payment of interest once most senior and the ultimate
repayment of principal on or before the final maturity date. The
final rating on the Class X Notes addresses the ultimate payment of
interest and repayment of principal by the final maturity date.
DBRS Morningstar does not rate the Class Z Notes.

TABS 2021-CRE2 is the second public securitization issuance backed
by small balance commercial assets originated by Together
Commercial Financial Services Limited (TCFL). The portfolio of
loans comprises first- and second-lien mortgage loans, secured by
commercial, mixed-use, and residential properties located in the
United Kingdom.

The Issuer issued five rated tranches of collateralized
mortgage-backed securities (Class A Loan Note to Class E Notes) to
finance the purchase of the portfolio. The Class A Loan Note was
not listed and instead was purchased by the Class A Loan Noteholder
via the Loan Note Agreement. The issuance proceeds from the unrated
Class Z Notes were used to partially purchase the portfolio and the
remaining proceeds were used to fund the general reserve fund (GRF)
and the Class A liquidity reserve fund (LRF). Additionally, TABS
2021-CRE2 issued one class of uncollateralized notes, the Class X
Notes, which will amortize using the excess revenue funds.

The GRF will amortize in line with the portfolio and is available
to provide credit and liquidity support to the Class A Loan Note to
Class E Notes. The GRF was fully funded at close at 2.0% of the
initial portfolio balance less the LRF. The LRF provides liquidity
support to the Class A Loan Note, as well as senior items on the
pre-enforcement revenue priority of payments and was sized equal to
1.5% of the Class A Loan Note balance. Additionally, the notes
receive liquidity support from principal receipts, which can be
used to cover interest shortfalls on the most-senior class of
notes, provided a credit is applied to the principal deficiency
ledgers, in reverse sequential order.

As of April 30, 2021, the portfolio consisted of 1,055 loans
provided to 976 borrowers. The average outstanding principal
balance per borrower is GBP 255,253, aggregating to a total
portfolio of GBP 249.1 million. Approximately 43.6% of the loans
are either fully or partially borrower-occupied with 39.6% of the
portfolio provided to self-employed borrowers. Over half of the
loans in the portfolio are scheduled to only pay interest on a
monthly basis, with principal repayment concentrated in the form of
a bullet payment at the maturity date of the mortgage (61.6% of the
loans in the pool are interest only). Furthermore, the portfolio
contains 2.7% of second-lien loans and loans with a prior County
Court Judgement comprise 8.0%.

The mortgages are high yielding with a weighted-average coupon of
7.5% and newly originated with a weighted-average seasoning of 23.9
months. The weighted-average current loan-to-value (CLTV) ratio of
the portfolio is 56.3%, with 0.9% of loans exceeding 75% CLTV. No
loans in the portfolio are three months or more in arrears.

The majority of the portfolio (99.0%) are loans paying a floating
rate of interest linked to a standard variable rate set by TCFL.
The remaining 1.0% of the portfolio is currently paying an initial
fixed rate of interest that will switch to a floating rate of
interest indexed to bank base rate. The rated notes are all
floating rate linked to the Sterling Overnight Index Average
(Sonia). The basis rate mismatch will remain unhedged.

Elavon Financial Services DAC, UK Branch (Elavon UK), holds the
Issuer's transaction account. Based on the DBRS Morningstar private
rating of Elavon UK, the downgrade provisions outlined in the
transaction documents, and the transaction structural mitigants,
DBRS Morningstar considers the risk arising from the exposure to
Elavon UK to be consistent with the ratings assigned to the rated
notes as described in DBRS Morningstar's "Legal Criteria for
European Structured Finance Transactions" methodology.

DBRS Morningstar based its ratings on a review of the following
analytical considerations:

-- The transaction's capital structure and form and sufficiency of
available credit enhancement.

-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities. DBRS
Morningstar calculated probability of default (PD), loss given
default (LGD), and expected loss (EL) outputs on the mortgage
portfolio, which are used as inputs into the cash flow tool. The
mortgage portfolio was analyzed in accordance with DBRS
Morningstar's "European RMBS Insight: UK Addendum" methodology.

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the Class A Loan Note, Class B Notes, Class C
Notes, Class D Notes, Class E Notes, and Class X Notes according to
the terms of the transaction documents.
-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents.

-- DBRS Morningstar's sovereign rating on the United Kingdom of
Great Britain and Northern Ireland at AA (high) with a Stable trend
as of the date of this press release.

-- The consistency of the transaction's legal structure with DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology and presence of legal opinions addressing
the assignment of the assets to the Issuer.

The transaction structure was analyzed using Intex DealMaker.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that delinquencies may
continue to increase in the coming months for many structured
finance transactions, some meaningfully. The ratings are based on
additional analysis and, where appropriate, adjustments to expected
performance as a result of the global efforts to contain the spread
of the coronavirus. For this transaction, DBRS Morningstar
incorporated a moderate reduction in property values, and conducted
additional sensitivity analysis to determine that the transaction
benefits from sufficient liquidity support to withstand potential
high levels of payment holidays in the portfolio.

Notes: All figures are in British pound sterling unless otherwise
noted.


TREFRESA FARM: Enters Administration, Owes Over GBP8 Million
------------------------------------------------------------
Lee Trewhela at CornwallLive reports that a festival site in
Cornwall has gone into administration owing over GBP8 million.

Trefresa Farm, near Rock, which has attempted to host the Porthilly
Spirit festival for the past three years, went into administration
in April, CornwallLive relates.

According to CornwallLive, the site's owner has blamed the
insolvency on the withdrawal of a key investor and says he is now
working with a new team to bring it out of administration.

The first festival was due to be held in 2019 but was cancelled at
the last minute when it failed to get a license, following concerns
aired by local residents, and the event was also cancelled last
year due to the pandemic, CornwallLive discloses.

Trefresa Farm Limited originally purchased the farmland and
buildings to redevelop into homes and communal facilities, with
planning permission granted by Cornwall Council, CornwallLive
relays.

The company then decided on a different use for a boutique hotel,
with woodland huts, lodges and leisure facilities, CornwallLive
notes.

It had sought funding from Arum Capital Limited which agreed to
delay the repayment of a loan until November 2019, CornwallLive
recounts.  A further reprieve from further action due to
non-payment was sought by Trefresa Farm which Arum agreed to,
CornwallLive states.

According to CornwallLive, the administrator's statement says that
despite promises of payment, no refinance details were forthcoming
and Arum served formal demand on the company on April 8 with a
final demand not being met by April 19.  Administrators were called
in the following day, CornwallLive relays.

The amount owing to Arum is GBP8,970,228, CornwallLive discloses.


WELLINGTON PUB: Fitch Lowers Class B Notes Rating to 'CCC'
----------------------------------------------------------
Fitch Ratings has downgraded Wellington Pub Company Plc's class A
notes to 'B-' from 'B' and class B notes to 'CCC' from 'B-'. The
Outlook on the class A notes is Negative.

        DEBT                               RATING         PRIOR
        ----                               ------         -----
Wellington Pub Company Plc

Wellington Pub Company Plc/Debt/2 LT   LT CCC  Downgrade   B-
Wellington Pub Company Plc/Debt/1 LT   LT B-   Downgrade   B

RATING RATIONALE

The downgrades reflect the weaker debt service coverage ratios
(DSCR) in Fitch's updated forecasts, in the context of continuing
uncertainty about the level and timing of recovery. The
securitisation's liquidity position has tightened significantly and
indicates that there is substantial credit risk. However, Fitch
expects the liquidity position to improve as the sector reopens.

The Negative Outlook indicate the continued uncertainties on the
recovery path to pre-pandemic levels.

KEY RATING DRIVERS

Sector in Structural Decline, Affected by Pandemic - KRD: Industry
Profile - Midrange

The UK pub sector has been materially affected by the Covid-19
pandemic and related containment measures. Although the
restrictions are gradually lifting, some uncertainties remain with
respect to if and when the level of trading will recover to
pre-pandemic level.

The UK pub sector has a long history, but it has been in structural
decline for the past three decades due to demographic shifts,
pricing pressure, greater health awareness and the growing presence
of competing offerings. Exposure to discretionary spending is high
and revenue is therefore linked to the broader economy. Competition
is stiff, including off-trade alternatives, and barriers to entry
are low. Despite the shock caused by the pandemic, Fitch views the
sector as sustainable in the long term, supported by a strong UK
pub culture.

Sub KRDs: Operating Environment - Weaker, Barriers to Entry -
Midrange, Sustainability - Midrange.

Free-of-Tie Model, Under-Invested Estate - KRD: Company Profile -
Weaker

The free-of-tie model implies limited operational management but
reduces visibility of tenants' profitability and increases
uncertainty over projected cash flows. Lease renewals remain a
major risk as a large portion of the portfolio is due for renewal
over the next five years. Positively, the number of pubs on long
leaseholds has been stable for the last few years and the
proportion of leases with inflation-linked rents has increased.
Repossessions and rent arrears had stabilised pre-pandemic,
although levels were still high and Fitch expects them to increase
due to the pandemic, which may further affect revenue
sustainability. Wellington's acquisitions are insufficient to
compensate the revenue loss from the disposal of weaker pubs.
Multiple alternative operators are available.

The company's and tenants' low capex adversely impacts property
values and pub profitability. Around 57% of the portfolio is
suffering from deferred maintenance and around 11% requires
significant capex (more than GBP20,000 per pub).

Sub-KRDs: Financial Performance - Weaker; Company Operations -
Weaker, Transparency - Weaker; Dependence on Operator - Stronger;
Asset Quality - Weaker

Structural Issues Drive Weaker Assessment - KRD: Debt Structure -
Weaker (class A, B)

The class A and B notes are fully amortising, secured and
fixed-rate, and the class B notes' debt service is structured to
decrease over time. The class B notes rank junior to the class A
notes. The security package features first-ranking fixed and
floating charges over the issuer's assets.

Structural features are weak because of the non-orphan SPV
structure, limited contractual provisions, and an inadequate
liquidity reserve, which only covers about four months of the class
A notes' debt service. Financial covenants providing bondholders
with more control through the appointment of an administrative
receiver well ahead of a payment default are missing.

The subordinated class B notes could deplete the liquidity reserve
as it is not tranched among the class A and B notes. The restricted
payment condition covenant is set at 1.25x, but in practice a
lock-up has never been triggered, despite the DSCR having been
below 1.25x, as a surplus cash account is included in the DSCR cash
release income cover test. Overall, the weak structural features,
combined with the lack of issuer/borrower structure compared with
traditional whole business securitisation (WBS) structures, limit
the debt structure assessment for both classes of notes to weaker.

Sub-KRDs: Debt Profile - class A: Stronger, class B: Midrange,
Security Package - class A: Stronger, class B: Midrange; Structural
Features - class A: Weaker, class B: Weaker

Financial Profile

Fitch's rating case (FRC) projected metrics (minimum of both the
average and median FCF DSCRs) stand at 1.0x for the class A notes
and 0.8x for the class B notes.

PEER GROUP

Wellington is the only Fitch-rated free-of-tie pub transaction.
Fitch views tied leased/tenanted pub WBS transactions such as Punch
B and Unique as peers, albeit with different business models and
revenue streams. Compared with Punch B and Unique, Wellington's
financial performance has been weak, and the pubs are significantly
less profitable as measured by EBITDA per pub. Fitch perceives
asset quality to be weaker than that of Punch B and Unique, with
similar transparency issues. Wellington's FCF DSCRs are better than
peers, but the ratings take into account the company's weaker
business model and debt structure.

RATING SENSITIVITIES

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

-- Fitch does not anticipate an upgrade, as reflected in the
    Negative Outlook on the class A notes. However, a quicker
    than-assumed recovery from the Covid-19 shock, supporting a
    sustained recovery in the projected FCF DSCR to above 1.1x and
    0.9x for the class A and B notes, respectively, may result in
    positive rating action.

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

-- A slower-than-assumed recovery from the Covid-19 shock or
    continuous impairment of demand resulting in sustained
    deterioration of projected coverage metrics.

-- Liquidity deterioration beyond FRC assumptions as a result of
    an increase in arrears, pub vacancies or foreclosure rates and
    slower-than-expected deleveraging increasing the level of
    credit risk.

-- If the combined portion of Wellington's or its affiliates'
    holdings in the transaction's senior notes exceeds 75%
    (currently 60%), Fitch will withdraw the ratings as the
    majority noteholder will be able to amend the terms of the
    notes at its own discretion.

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

Wellington is a securitisation of rental income from 696
free-of-tie pubs

CREDIT UPDATE

Coronavirus Affected Performance

The transaction has been severally affected by the pandemic and
related social distancing measures. In the 12 months to March 2021,
total income plummeted by 26% as the company provided support to
its tenants in form of rental concessions. However, cash
collections decreased to around half of the pre-pandemic levels .
In addition, there have been other signs of tenants' deteriorating
credit quality, despite government support measures in the form of
grants, furloughed staff or business rates relief.

Gross collection on direct debit reduced significantly to around
9-10% from above 40% in 2019, bad debt provisions significantly
increased and rental uplifts for newly negotiated leases suffered.
Nevertheless, the impact on EBITDA was less pronounced. Adjusted
EBITDA (excluding losses and profits from property sales) declined
only 7% as in agreement with its auditors the company started to
capitalise some of the development costs.

Further Lockdown Easing Delayed

In March 2021, the UK government announced the roadmap to lift
Covid-19 restrictions. As of 12 April, pubs were able to operate in
outdoor spaces. Since 17 May, pubs have been able to operate
indoors and outdoors, with certain Covid-19 indoor restrictions.
The anticipated date for the end of social distancing restrictions
in England has been delayed to 19 July as cases have started to
increase again driven by the more transmissible Delta variant. When
the UK will return to pre-pandemic normality is yet to be seen.

Weak Liquidity in 2021

Wellington had GBP7.1 million of cash and GBP2.9 million of tenant
deposits available as of end-May 2021. Its GBP6 million liquidity
cash reserve, which should cover around four months of debt
service, has been depleted to around GBP1.1 million as liquidity
became tight. Improvement in the liquidity position will depend on
the successful collection of the scheduled rent and ultimately the
ability of Wellington's tenants to generate cash as the UK economy
reopens.

Reported Metrics

Reported metrics have declined substantially, with adjusted EBITDA
DSCR for the quarter ending March 2021 at around 0.3x, suggesting a
tightened ongoing limited margin of safety.

Strategy of Selling Bottom End Pubs

The company has continued to follow a strategy of selling bottom
end or problem properties and those that have a higher alternative
use value. Wellington disposed of 16 properties in the 12 months to
March 2021. In addition, Wellington actively looks into alternative
uses for closed/unviable pubs.

FINANCIAL ANALYSIS

Fitch's updated rating case assumes that revenue will reach
pre-pandemic levels on a quarterly basis by end-2023. Fitch assumes
a quick ramp-up as pent up demand is released once restrictions on
trading are lifted (to 90% of 2019 level by 1Q22). The vaccination
rollout will remain broadly on track despite some uncertainties
related to distribution, vaccine production delays. Coronavirus
will remain in circulation but effects will be mitigated by
improved medical treatment and vaccinations despite the spread of
different variants.

Similar to the previous rating case, Fitch factors in potential
cost savings and capex reductions or deferrals to mitigate lower
revenue, and consider the benefit of government-support measures
where appropriate.

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 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
publication in any form (including e-mail forwarding, electronic
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Information contained herein is obtained from sources believed to
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