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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

          Wednesday, December 1, 2021, Vol. 22, No. 234

                           Headlines



A U S T R I A

SALZBURG SCHOKOLADE: Files for Insolvency


F R A N C E

UNIFIN: Moody's Affirms 'B2' CFR & Alters Outlook to Negative


I R E L A N D

CARLYLE EURO 2021-3: Fitch Rates Class E Tranche 'B-(EXP)'
HENLEY CLO III: Fitch Rates Class F-R Tranche 'B-(EXP)'
HENLEY CLO III: S&P Assigns Prelim BB-(sf) Rating to Cl. E-R Notes


I T A L Y

BCC NPLS 2021: Moody's Gives Caa2 Rating to EUR39.5MM Cl. B Notes


L U X E M B O U R G

PIOLIN II: Moody's Upgrades CFR to B3 & Alters Outlook to Stable


R U S S I A

KATREN SPC: S&P Affirms 'BB-/B' ICRs, Outlook Stable


S W I T Z E R L A N D

ARCHROMA HOLDINGS: S&P Ups ICR to 'B' on Debt Repayment
SPORTRADAR HOLDING: S&P Alters Outlook to Pos., Affirms 'B' ICR


U N I T E D   K I N G D O M

BULB: Bailout Pushes Bill for Consumers to GBP3.2 Billion
FINSBURY SQUARE 2021-2: Fitch Rates Class X3 Tranche Final 'CC'
FINSBURY SQUARE 2021-2: S&P Puts CCC Rating on Cl. X3-Dfrd Notes
HAMILTON ROSE: Enters Liquidation, FSCS Investigates Firm
INFRARED UK: Goes Into Administration

MARKS & SPENCER: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
MOTION MIDCO: Moody's Affirms 'B3' CFR, Alters Outlook to Stable
NABUH: Goes Into Liquidation Due to Financial Woes
WEST BERKSHIRE: On Brink of Administration, In Sale Talks

                           - - - - -


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

SALZBURG SCHOKOLADE: Files for Insolvency
-----------------------------------------
Marton Eder at Bloomberg News reports that shoppers for treats from
Austria may be left with fewer options after Salzburg Schokolade
GmbH, the maker of Mozartkugel sweets, filed for insolvency,
threatening supply of the chocolate-pistachio delight named after
the famous composer.

According to Bloomberg, the KSV1870 creditor association said in an
emailed statement that proceedings against Salzburg Schokolade GmbH
started on Nov. 30.

The company blamed lower revenue after the pandemic slowed tourist
traffic to a trickle and families gathered less for celebrations,
APA news service reported earlier on Nov. 30, citing a letter,
Bloomberg relates.

The company said higher costs for energy, ingredients and
deliveries also contributed to its financial difficulties,
Bloomberg notes.




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

UNIFIN: Moody's Affirms 'B2' CFR & Alters Outlook to Negative
-------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating of UniFin (Unither
or the company). At the same time, Moody's has affirmed the B2
ratings to the EUR305 million guaranteed senior secured term loan B
and the EUR25 million guaranteed senior secured revolving credit
facility (RCF) borrowed at the level of UniFin. The outlook has
been changed to negative from stable.

RATINGS RATIONALE

The outlook change to negative is driven by the sharp deterioration
of Unither's operating performance during 2021 due to COVID-19 with
sales down 21% and company EBITDA down 46% for the first nine
months of the year to September 2021 compared to the same period
last year. The sales drop was particularly severe for nebulizers
(BFS asthma), cough & cold products and BFS rhinology products
following a general drop in market demand in the context of the
pandemic.

The affirmation of the ratings at the current level is driven by
the fact that Unither's liquidity is still adequate and by Moody's
assumption that this demand shock is temporary. This assumption is
backed by the recent improvement in the company's firm orders
intake, indicating that demand is recovering. For Q4-2021, the
company's firm order intake reached a level higher than the one
recorded for the same period in 2020 and 2019. Maintaining the
ratings at the B2 level will be a function of maintaining an
adequate liquidity at any time and confirming over the next
quarters that the recovery of the demand, is indeed sustainable.

Unither's CFR is constrained by (1) the company's modest size; (2)
a high customers' concentration; (3) an overall weak free cash flow
(FCF) generation because of heavy investments in expansion of
capacity; and (4) a degree of business risk, which is considered
higher than the average company rated under the Business and
Consumer Service Industry rating methodology because, for example,
a failure to comply with required manufacturing standards could
lead to a halt in production for a longer period.

Unither's CFR also reflects (1) the company's solid long-term track
record as a niche operator within the broader contract development
and manufacturing organisation (CDMO) market; (2) some barriers to
entry because of the capital intensity and regulated nature of the
business; (3) positive growth prospects especially for its
ophthalmic products and (4) a management team, which — in
addition to displaying a long track record — holds a substantial
ownership stake in the company.

OUTLOOK

The negative outlooks reflects the deterioration of the operating
performance over the last months which weakened credit metrics and
the risk of downward rating pressure if Unither's sales and EBITDA
do not steadily recover over the next months.

LIQUIDITY

The liquidity profile of Unither is adequate, supported by (1)
EUR34 million of cash on balance at end of September 2021 (12% of
LTM revenue); (2) its access to a EUR25 million revolving credit
facility (RCF) fully undrawn as of September 2021; and (3)
long-dated maturities, with the RCF maturing in 2024 and the
guaranteed senior secured term loan B debt in 2025. The RCF has a
springing net leverage covenant attached to it, tested only if the
RCF is drawn more than 35%. Moody's expect the company to maintain
good headroom to this covenant (net senior secured leverage ratio
flat requirement at 7.35x versus 4.91x as of September 2021).

Unither's liquidity is constrained by the weak current operating
performance coupled with high level on expansion capex spent in
2021 and planned for 2022.

ESG CONSIDERATIONS

Moody's view social risks to be high for the healthcare industry
given its highly regulated nature and the sensitivity to
demographic and societal pressures, including access and
affordability of healthcare services. Reputational, operational,
litigation and regulatory risks are important drivers of Unither's
credit profile. Social risks for Unither also include risks related
to availability of human capital. Unither's credit profile is
indirectly affected by its exposure to the pharmaceutical industry,
the pricing of its products and its requirements for constant
product quality and manufacturing reliability. To date, Unither has
a good operational track record. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety.

Unither's financial policy is in line with that of similar private
equity-owned issuers as illustrated by its high leverage. However,
the ownership structure suggests a degree of stability in financial
policies. Unither's voting rights are split among the consortium
led by Ardian (63.8% of voting rights), the Chairman's family (the
Goupil family, 25%) and some top managers of the company (11.3%).
The ongoing involvement of management and the partial ownership by
the family represent a credit positive and enhance the credit
profile of Unither. Moody's positively view the stability and
experience of management throughout the various rounds of leveraged
buyouts. The Chairman has been with the company for 21 years and
the CFO for 13 years. The new General Manager joined the company
two years ago.

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

The outlook could be stabilized in case there is a longer track
record within the reported financials, indicating that demand has
recovered to pre-2021 levels. In order to trigger an outlook change
to stable, the recovery of the demand should translate into an
improvement in Unither's EBITDA and Moody's adjusted gross
debt/EBITDA to below 5.5x. Finally, a stabilization of the outlook
would be conditioned to an adequate liquidity profile.

Further downward rating pressure could develop in case (1) industry
fundamentals continue to soften or the company loses important
customers, (2) Moody's-adjusted gross debt/EBITDA remains above
5.5x for a prolonged period, (3) FCF generation or liquidity
weakens.

Given the negative outlook, an upgrade is currently unlikely in the
short term. Upward rating pressure could develop in the medium-term
in case (1) Unither's business profile becomes more diversified in
terms of customers and end-markets, (2) Moody's-adjusted gross
debt/EBITDA remains sustainably below 4.5x, (3) Unither sustains
meaningful positive FCF and maintains adequate liquidity.

STRUCTURAL CONSIDERATIONS

The B2-PD is in line with the CFR and reflects a 50% recovery rate,
given the all-bank debt and covenant-lite structure. UniFin is at
the top of the restricted group and the issuer of the EUR305
million guaranteed senior secured term loan B, as well as the EUR25
million guaranteed RCF. Both instruments are rated B2, rank pari
passu and have a fairly limited security package consisting only of
share pledges. The loan facilities benefit from guarantees from
subsidiaries representing at least 80% of EBITDA. Other debts for
EUR12 million as of September 2021 include loans from BPI France
and are subordinated to the senior secured loans.

Convertible bonds are issued outside of the restricted group at the
level of the reporting entity Uni Invest. Pursuant to its Hybrid
Equity Credit rating, Moody's is treating these convertible bonds
as equity.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

COMPANY PROFILE

UniFin (Unither or the company) is a niche operator in the broader
CDMO market. It is mainly active in the secondary manufacturing and
packaging part segments of the CDMO market, with a particular focus
on the blow-fill-seal (BFS) technology. In 2020, it generated
EUR327 million in sales.



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

CARLYLE EURO 2021-3: Fitch Rates Class E Tranche 'B-(EXP)'
----------------------------------------------------------
Fitch Ratings has assigned Carlyle Euro CLO 2021-3 DAC expected
ratings. The assignment of final ratings is contingent on the
receipt of final documents conforming to information already
reviewed.

DEBT                            RATING
----                            ------
Carlyle Euro CLO 2021-3 DAC

A-1                  LT AAA(EXP)sf   Expected Rating
A-2-A                LT AA(EXP)sf    Expected Rating
A-2-B                LT AA(EXP)sf    Expected Rating
B                    LT A(EXP)sf     Expected Rating
C                    LT BBB-(EXP)sf  Expected Rating
D                    LT BB-(EXP)sf   Expected Rating
E                    LT B-(EXP)sf    Expected Rating
Subordinated Notes   LT NR(EXP)sf    Expected Rating

TRANSACTION SUMMARY

Carlyle Euro CLO 2021-3 DAC is a securitisation of mainly senior
secured loans. The note proceeds will be used to fund an identified
portfolio with a target par of EUR400 million. The portfolio is
managed by CELF Advisors LLP, which is part of the Carlyle Group.
The CLO envisages a five-year reinvestment period and a nine-year
weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at the 'B'/'B-' levels. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 24.5.

Strong Recovery Expectation (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 62.9%.

Diversified Portfolio (Positive): The top-10 obligor limit for the
transaction is at 20%. The transaction also includes various
concentration limits, including the maximum exposure to the
three-largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.

Portfolio Management (Neutral): The transaction has a five-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash flow Modelling (Neutral): The WAL used for the transaction's
stressed portfolio is 12 months less than the WAL covenant, to
account for strict reinvestment conditions after the reinvestment
period, including passing the over-collateralisation (OC) tests and
Fitch 'CCC' limit tests, together with a linearly decreasing WAL
covenant. This ultimately reduces the maximum possible risk horizon
of the portfolio when combined with loan pre-payment expectations.

RATING SENSITIVITIES

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

-- An increase of the default rate (RDR) at all rating levels by
    25% of the mean RDR and a decrease of the recovery rate (RRR)
    by 25% at all rating levels will result in downgrades of no
    more than four notches, depending on the notes.

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

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

-- A reduction of the RDR at all rating levels by 25% of the mean
    RDR and an increase in the RRR by 25% at all rating levels
    would result in upgrades of up to five notches, depending on
    the notes, except for the class A notes, which are already at
    the highest rating on Fitch's scale and cannot be upgraded.

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

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.

SUMMARY OF FINANCIAL ADJUSTMENTS

No published financial statements were used in the rating
analysis.

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

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.

HENLEY CLO III: Fitch Rates Class F-R Tranche 'B-(EXP)'
-------------------------------------------------------
Fitch Ratings has assigned Henley CLO III DAC 's refinancing notes
expected ratings.

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

DEBT               RATING
----               ------
Henley CLO III DAC

A-R     LT AAA(EXP)sf   Expected Rating
B-1-R   LT AA(EXP)sf    Expected Rating
B-2-R   LT AA(EXP)sf    Expected Rating
C-R     LT A(EXP)sf     Expected Rating
D-R     LT BBB-(EXP)sf  Expected Rating
E-R     LT BB-(EXP)sf   Expected Rating
F-R     LT B-(EXP)sf    Expected Rating

TRANSACTION SUMMARY

Henley CLO III DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans, first-lien, last-out loans and
high-yield bonds. Note proceeds are used to fund a portfolio with a
target par of EUR400 million. The portfolio is actively managed by
Napier Park Global Capital Ltd. The transaction has a five-year
reinvestment period and a nine-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch weighted average rating factor (WARF) of the identified
portfolio is 26.79.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 61.3%.

Diversified Portfolio (Positive): The exposure to the 10 largest
obligors is limited at 20% of the portfolio balance and unhedged
fixed rated collateral obligations are limited to a maximum 15% of
the portfolio. The transaction also includes various concentration
limits, including the maximum exposure to the three largest
(Fitch-defined) industries in the portfolio at 40%. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management (Neutral): The transaction has a five-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Positive): The WAL used for the transaction's
stress portfolio analysis is 12 months less than the WAL covenant
at the issue date. This reduction to the risk horizon accounts for
the strict reinvestment conditions envisaged by the transaction
after its reinvestment period. These include, among others, passing
the coverage tests, the Fitch 'CCC' bucket limitation test and the
Fitch WARF test post reinvestment as well a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. This ultimately reduces the maximum
possible risk horizon of the portfolio when combined with loan
pre-payment expectations.

RATING SENSITIVITIES

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

-- An increase of the rating default rate (RDR) at all rating
    levels by 25% of the mean RDR and a 25% decrease of the
    recovery rate at all rating levels would lead to a downgrade
    of up to four notches for the rated notes.

-- Downgrades may occur if the 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.

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

-- A reduction of the RDR at all rating levels by 25% of the mean
    RDR and a 25% increase of the recovery rate at all rating
    levels, would lead to an upgrade of up to four notches for the
    rated notes, except the class A-R notes, which are already at
    the highest rating on Fitch's scale and cannot be upgraded.

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

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

Henley CLO III DAC

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

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

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

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

HENLEY CLO III: S&P Assigns Prelim BB-(sf) Rating to Cl. E-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Henley CLO III DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and
F-R reset notes. At closing, the issuer had unrated subordinated
notes outstanding from the existing transaction.

The transaction is a reset of the existing Henley CLO III DAC,
which closed in November 2020. The issuance proceeds of the
refinancing notes will be used to redeem the refinanced notes and
pay fees and expenses incurred in connection with the reset.

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

The portfolio's reinvestment period will end five years after
closing, and the portfolio's non-call period will be two years
after closing.

The preliminary ratings assigned to the notes 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.

  Portfolio Benchmarks
                                                        CURRENT
  S&P Global Ratings weighted-average rating factor    3,032.41
  Default rate dispersion                                451.05
  Weighted-average life (years)                            5.05
  Obligor diversity measure                               97.43
  Industry diversity measure                              18.46
  Regional diversity measure                               1.15



  Transaction Key Metrics
                                                        CURRENT
  Total par amount (mil. EUR)                            400.00
  Defaulted assets (mil. EUR)                               0.0
  Number of obligors                                        117
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                        'B'
  'CCC' category rated assets (%)                          1.90
  'AAA' reference portfolio weighted-average recovery (%) 34.10
  Reference weighted-average spread (%)                    4.14
  Reference weighted-average coupon (%)                    4.94

  Rating rationale

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average rating of 'B'. We consider that the portfolio will
primarily comprise broadly syndicated speculative-grade senior
secured term loans and senior secured bonds. Therefore, we
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million performing
amount, the reference weighted-average spread of 4.14%, the
reference weighted-average coupon of 4.94%, and the reference
pool's weighted-average recovery rates for all rated notes. 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.

"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.

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

"At closing, we expect that the transaction's legal structure will
be bankruptcy remote, in line with our legal criteria.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1-R to D-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our assigned preliminary ratings on the
notes. The class A-R and E-R notes can withstand stresses
commensurate with the assigned preliminary ratings.

"For the class F-R notes, our credit and cash flow analysis
indicates a negative cushion at the assigned rating. Nevertheless,
based on the portfolio's actual characteristics and additional
overlaying factors, including our long-term corporate default rates
and recent economic outlook, we believe this class is able to
sustain a steady-state scenario, in accordance with our criteria."
S&P's analysis 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 also compared its model generated break-even default rate
at the 'B-' rating level of 28.93% versus if it was to consider a
long-term sustainable default rate of 3.10% for 5.05 years (current
weighted-average life of the CLO portfolio), which would result in
a target default rate of 15.66%.

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

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

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

"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
the class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-R to E-R
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. The results
shown in the chart below are based on the covenanted
weighted-average spread, coupon, and recoveries.

"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."

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:
tobacco or tobacco products; controversial weapons; pornography,
adult entertainment, and prostitution; thermal coal, fossil fuels
from unconventional sources or other fracking activities;
electricity generation from thermal coal above 30%; payday lending;
trade in endangered or protected wildlife; non-certified palm oil;
and opioids. The transaction also cannot draw over 25% of its
revenue from civilian firearms."

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     SUB (%)     INTEREST RATE*
            RATING     AMOUNT
                     (MIL. EUR)  
  A-R       AAA (sf)    236.00    41.00   Three/six-month EURIBOR
                                          plus 0.97%

  B-1-R     AA (sf)      34.00    29.00   Three/six-month EURIBOR
                                          plus 1.75%

  B-2-R     AA (sf)      14.00    29.00   2.05%

  C-R       A (sf)       28.00    22.00   Three/six-month EURIBOR
                                          plus 2.30%

  D-R       BBB- (sf)    29.00    14.75   Three/six-month EURIBOR
                                          plus 3.30%

  E-R       BB- (sf)     20.60     9.60   Three/six-month EURIBOR  

                                          plus 6.29%

  F-R       B- (sf)      11.40     6.75   Three/six-month EURIBOR
                                          plus 9.02%

  Sub       NR           33.20     N/A    N/A

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

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A—-Not applicable.




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

BCC NPLS 2021: Moody's Gives Caa2 Rating to EUR39.5MM Cl. B Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned the following ratings to the
debts issued by BCC NPLs 2021 S.r.l. (the Issuer):

EUR284.0M Class A Asset Backed Floating Rate Notes due April 2046,
Assigned Baa2 (sf)

EUR39.5M Class B Asset Backed Floating Rate Notes due April 2046,
Assigned Caa2 (sf)

Moody's has not assigned a rating to the EUR13M Class J Asset
Backed Fixed Rate and Variable Return Notes due April 2046, which
are also issued at the closing of the transaction.

The transaction is a multi-originator static cash securitisation of
non-performing loans and non-performing leases (NPLs) granted by 74
out of 128 banks belonging to Gruppo Bancario Cooperativo Iccrea
(unrated), including Iccrea BancaImpresa S.p.A. (unrated) as
lessor, as well as by Banca Ifis S.p.A. (unrated), Guber Banca
S.p.A. (unrated) and Cassa di Risparmio di Asti S.p.A. (unrated,
all together the "originators"), to small and medium-sized
enterprises (SMEs), self-employed individuals and individuals
located in Italy. This represents the fifth NPL transaction
sponsored by Iccrea Banking Group. This transaction represents the
first Italian non-performing transaction backed by both loans and
receivables resulting from leases and is expected to benefit from
the public guarantee for non-performing securitizations (GACS).

The assets supporting the Notes are NPLs with a gross book value
(GBV) of EUR1,311,921,511 as of June 30, 2021 ("selection date")*,
out of which around EUR164 million are receivables derived from
real estate financial lease agreements. The gross collections from
the selection date until October 25, 2021 amount to approximately
EUR1.8 million, representing cash available at closing for the
transaction.

*For 7.6% and 6.8% of the loan sub-portfolio the selection date was
July 31, 2021 and September 30, 2021, respectively.

The portfolio will be serviced by Italfondiario S.p.A. and doValue
S.p.A. in their roles as master and special servicer, respectively,
both belonging to doValue banking group (unrated). doValue S.p.A.
will also services the GBCI LeaseCo S.r.l. ("LeaseCo") and acts as
Real Estate Operating Company ("ReoCo") asset manager for the
ReoCo, if activated. The servicing activities will be monitored by
the monitoring agent Zenith Service S.p.A. ("Zenith", unrated). In
addition, Banca Finanziaria Internazionale S.p.A. ("Banca FinInt",
unrated) has been appointed as back-up servicer at closing and will
step in to take over the role of master servicer in case the master
servicer agreement is terminated. The monitoring agent together
with the back-up servicer will help the Issuer to find a substitute
special servicer in case the special servicing agreement with
doValue S.p.A. is terminated.

The transaction also envisages the option, upon request of the
mezzanine and junior investors, to activate the involvement of a
Real Estate Operating Company. Should the ReoCo be activated before
October 2023, the special servicer may propose the ReoCo's
intervention at the auction of real estate properties. The resale
of such properties will need to occur within up to 20 months after
the purchase, otherwise the ReoCo will grant an irrevocable mandate
to a professional to sell the properties. The ReoCo can at any time
own properties for an amount not higher than EUR4 million (in terms
of purchase price). The financing of the ReoCo to purchase the real
estate properties, as well as the financing of the ReoCo operating
costs, will be provided by a replenishable funding reserve of
EUR400,000, which represent part of the upfront costs of the
transaction and financed via the limited recourse loan. The ReoCo
funding reserve may be replenished over the life of the transaction
via partial retention of the surplus on sold properties and with
third party financing under certain conditions, e.g. good
performance of the transaction and of the ReoCo.

RATINGS RATIONALE

Moody's ratings reflect an analysis of the characteristics of the
underlying pool of defaulted loans and leases, sector-wide and
originator-specific performance data, protection provided by credit
enhancement, the roles of external counterparties, and the
structural integrity of the transaction.

In order to estimate the cash flows generated by the pool, Moody's
used a model that, for each loan and lease, generates an estimate
of: (i) the timing of collections; and (ii) the collected amounts,
which are used in the cash flow model that is based on a Monte
Carlo simulation.

In Moody's view, the credit positive features of this deal include,
among others:

(i) the loan portfolio composition with 67.1% of the GBV relating
to borrowers with at least a secured loan. 74% of the real estate
value relates to first lien loans. Properties valued by third party
with a drive-by or internal visit (mainly performed after 2018)
represent around 54.2% of the property valuation amount. Only 9.9%
of the properties have been evaluated by an expert appointed by a
court, the remaining having a desktop or statistical indexed
valuation;

(ii) the granularity of the loan portfolio resulting from the
multi-originators: top 1, top 10 and top 20 obligors represent
1.5%, 8.5% and 13.7%, respectively, of the loan portfolio in GBV
terms and borrowers with a GBV below EUR5.0 million represent 86.3%
of the total portfolio;

(iii) significant amount of real estate leased assets already
repossessed: 12.5% of the total GBV relates to non-performing
leases (mainly small ticket), out of which 60% relates to assets
already repossessed by Iccrea BancaImpresa S.p.A. and 26.4% are
regular and, hence, ready to be sold on the open market. The sale
of these properties are expected to provide significant liquidity
support during the first years of the transaction;

(iv) secured loans benefitting from a first lien are backed by
properties located mainly in the North and Center of Italy
(accounting for approximately 44.1% and 39.4% of the real estate
value, respectively); the leased real estate properties are also
located mainly in the North of Italy (40.6%) and, specifically, in
Lombardy (15% of total real estate value). Lombardy has
historically been the most liquid regional market for
non-residential properties thus leading to a faster sale process
than in other regions;

(v) interest on the Class B Notes is postponed to a more junior
position in the waterfall, if the cumulative collection ratio or
the PV cumulative profitability ratio is lower than 90% of the
expected cumulative recovery rate according to the initial business
plan anticipated by the special servicer. The Class A Notes will
benefit from this structural feature, whereas Class B Notes will be
negatively impacted; and

(vi) alignment of interest for the special servicer with the
servicing fees have been constructed so that the special servicer
is incentivized to maximize recoveries on the loans rather than
collecting the very limited base fees.

However, the transaction has several challenging features, such
as:

(i) loans representing around 62% of the GBV of the loan portfolio
are in their initial legal proceeding stage, including 42.5% for
which the legal proceedings have not started yet;

(ii) 50% of the GBV related to the loans with a legal proceeding
started are undergoing a bankruptcy process, which usually takes
significantly longer than a foreclosure;

(iii) loans collateralized by land and hotels represent 13.1% and
4.5%, respectively, in terms of real estate value, whereas
industrial and commercial buildings represent 59.3% and 24.1%
respectively of lease portfolio property market value. Historically
industrial properties have taken longer to sell than offices but
the trend in e-commerce and appetite for last mile logistics in
Italy is reversing the trend. On the opposite, retail properties
have been particularly impacted by the coronavirus crisis and the
social distancing measure put in place by the Italian government.
In addition, the liquidity of some non-residential properties could
be significantly impacted in a stressed economic environment;

(iv) lessees in bankruptcy procedures represent 66% of the gross
claim, the remaining being mainly under no procedure. The
repossession process usually takes slightly longer in case a lessee
is in bankruptcy, but still significantly faster than the time to
go to auction in the enforcement procedure for a loan
collateralized by a real estate property;

(v) once a property is repossessed, the issuer will incur property
maintenance costs and, in case the asset is not regular, will have
to bear the costs of regularizing the asset before being able to
sell the property to a third party;

(vi) assets equal to 76.3% of the lease portfolio property market
value need to complete the regularization process in order to be
transferred to third parties. Cash flows from these assets will
likely be generated only in some years' time from now.

As of selection date, the underlying portfolio was composed of
11,060 non-performing loans and 211 non-performing leases for a
gross book value (GBV) amounting to EUR 1,147,411,545.71 and
EUR164,509,965.69, respectively, for a total of
EUR1,311,921,511.40. Loans to corporates make up 78.8% of the
portfolio, while loans to individuals account for the remaining
21.2%. Borrowers defaulted from 2013 onwards represent 87.1% of the
total GBV. Loans representing around 62% of the GBV of the
portfolio are in their initial legal proceeding stage, whereas
loans representing around 6.7% of the GBV are in the cash
distribution phase, i.e. the judicial recovery process has been
terminated and cash only needs to be distributed among creditors.
Around 67.1% of the loan portfolio is secured by mortgage
guarantees over different types of properties. Residential
properties represent around 41.9% of the real estate value, the
remaining being commercial properties of different types.
Geographically, the properties backing the loans are concentrated
mostly in the North of Italy (44.1%) and in the Centre of Italy
(39.4%). The classification as non-performing exposure occurred on
average around 4 years and 5.7 years before the selection date for
the unsecured loans and the non-performing leases, respectively.

Key transaction structure features:

Reserve fund: The transaction benefits from an amortizing cash
reserve equal to 3.0% of the Class A Notes balance (corresponding
to EUR8.52 million at closing) and funded by a EUR13.52 million
limited recourse loan extended by Iccrea Banca S.p.A., Banca Ifis
S.p.A., Guber Banca S.p.A. and Cassa di Risparmio di Asti S.p.A.
The cash reserve is replenished immediately after the payment of
interest on the Class A Notes and mainly provides liquidity support
to the Class A Notes. The outstanding limited recourse loan will be
reimbursed in line with the amortization of the Class A note,
mainly with the release of the cash reserve.

LeaseCo: The assets and the asset management agreements have been
transferred to an ancillary special purpose entity, GBCI LeaseCo
S.r.l., whose sole corporate business is the acquisition,
management, enhancement and sale of the properties for the benefit
of the securitization transaction only. The financing of LeaseCo's
operating costs will be mainly provided by a replenishable recovery
reserve of EUR3.6M, which will be initially funded through the
limited recourse loan, and then amortizing down progressively till
EUR110,000 in 2030. During the life of the transaction, the reserve
will be replenished first with the collections generated by the
assets and, if the funds are insufficient, by the SPV recovery
reserve and, if this reserve is also depleted, by the issuer
collection account.

Hedging: Class A Notes pay six-month EURIBOR which has a cap
starting at 0.5% for the payment date in April 2025, moving up
progressively to 1.2% in April 2032 and till final maturity.
Moreover, the transaction benefits from interest rate cap spread
agreements linked to six-month EURIBOR, with J.P. Morgan AG
(Aa1(cr)/P-1(cr)) and Banco Santander S.A. (Spain) (A3(cr)/P-2(cr))
acting as the cap counterparties. The Class A cap will have a lower
strike starting at 0% moving up to 0.4% in April 2027 and being
stable till April 2035 and an upper strike starting at 0.5% for the
payment date in April 2025, moving up progressively to 1.2% in
April 2032 and till final maturity. The notional of the interest
rate caps are equal to the outstanding balance of the Class A at
closing decreasing over time with pre-defined amounts.

Moody's used its NPL cash-flow model as part of its quantitative
analysis of the transaction. Moody's NPL model enables users to
model various features of a European NPL ABS transaction - recovery
rates under different scenarios, yield as well as the specific
priority of payments and reserve funds on the liability side of the
ABS structure.

Counterparty risk analysis:

Italfondiario S.p.A. and doValue S.p.A. act as master servicer and
special servicer, respectively, of the non-performing loans for the
Issuer, while Zenith Service S.p.A. (unrated) is the monitoring
agent and Banca FinInt (unrated) is the back-up servicer and the
calculation agent of the transaction. All collections are paid
directly into the issuer collection account at BNP Paribas
Securities Services (Aa3/P-1) with a transfer requirement if the
rating of the account bank falls below Baa2.

Principal Methodology:

The principal methodology used in these ratings was "Non-Performing
and Re-Performing Loan Securitizations Methodology" published in
April 2020.

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

The notes' ratings are sensitive to the performance of the
underlying portfolio, which in turn depends on economic and credit
conditions that may change. The evolution of the associated
counterparties risk, the level of credit enhancement and the
Italy's country risk could also impact the notes' ratings.



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

PIOLIN II: Moody's Upgrades CFR to B3 & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Piolin II S.a.r.l ("Parques" or "the company") to B3 from Caa1
and the probability of default rating to B3-PD from Caa1-PD.
Concurrently Moody's upgraded the ratings on the EUR1,170 million
guaranteed senior secured term loan B due 2026 (which includes the
EUR970 million guaranteed senior secured term loan B and the EUR200
million incremental guaranteed senior secured term loan B2) and
EUR200 million guaranteed senior secured revolving credit facility
(RCF) due 2026 to B3 from Caa1 issued by Piolin BidCo, S.A.U. The
outlook for both issuers was changed to stable from negative.

The upgrade of the CFR to B3 reflects the strong trading
performance over the summer months, improving recovery prospects
for the leisure travel sector and solid liquidity profile. However
Moody's adjusted leverage will likely remain high at around 8.0x
over the next 12-18 months and Parques remains vulnerable to
potential renewed restrictions, which could slow the pace of
recovery.

RATINGS RATIONALE

Following the unprecedented pandemic-related disruption in 2020 and
H1 2021, the progress in vaccination distributions has enabled
Parques to gradually reopen its parks. By mid-June 2021, all of the
company's parks were open and operating with limited restrictions.
While the number of visitors over the summer remained below the
2019 levels in all regions, the spending per capita (percap) was
more than 25% above Q3 2019, driven by strategic initiatives and
fewer group tickets. As a result, Parques' revenue in Q3 2021 was
only 2% below Q3 2019. This compares favorably with the Q2 2021
level, which was still affected by stringent restrictions,
particularly in Europe where revenue was 52% below the 2019 levels
and 14% down in the US. Revenue in 2021 will likely reach 80% of
that in 2019, with company-adjusted EBITDA margin around 27-28%.

For 2022 Moody's expects revenue to recover to the 2019 level and
EBITDA margin to remain relatively stable, despite some
inflationary pressures and percap normalization, as the strategic
initiatives should further benefit Parques operating performance.
Moody's assumptions are based on the ongoing progress in
vaccination programs which support the improving outlook for the
leisure travel sector for 2022. Moody's also positively views
visitors' willingness to return to leisure parks once restrictions
are eased, as demonstrated by the strong rebound in demand during
the summer 2021. However pandemic risks remain, as evidenced by the
emergence of the Omicron variant of the coronavirus in late
November.

Moody's adjusted leverage will also remain very high for the B3
rating category over the next 12-18 months. Moody's expects
leverage to be around 11.0x in 2021 and remain around 8.0x in 2022.
More positively, Moody's adjusted FCF is expected to turn positive
to around EUR20-30 million in 2021, driven by the positive
operating performance, close working capital management and lower
capex spent. For 2022 cash flow generation is expected to be
limited as the company will gradually resume its capital investment
plans.

Parques' rating continues to be supported by its leading market
position in regional parks, with good geographical and portfolio
diversification; and solid industry fundamentals with high barriers
to entry. Conversely, the rating is constrained by the high
seasonality of the business; its exposure to macroeconomic and
external conditions, including weather events; and limited track
record of sales and earnings growth.

Governance risks mainly relate to the company's private-equity
ownership, which tends to tolerate a higher leverage, a greater
propensity to favour shareholders over creditors, as well as a
greater appetite for M&A to maximise growth and their return on
investment. The company is majority owned by EQT since the end of
2019.

The senior secured credit facilities due in 2026 are rated B3, in
line with the CFR. The facilities are guaranteed by material
subsidiaries representing at least 80% of consolidated EBITDA. The
security package mainly consists of share pledges, bank accounts
and intercompany receivables. The B3-PD probability of default
rating is in line with the CFR, based on Moody's assumption of a
50% family recovery rate, as commonly used for capital structures
with first-lien secured debt with springing financial covenants.

LIQUIDITY

Parques' liquidity profile is adequate. As of September 2021 it is
supported by around EUR100 million cash on balance sheet, and an
undrawn RCF of around EUR200 million. However given the high
seasonality of the business the cash position at the end of summer
typically represents the peak. Parques' is expected to draw its RCF
during the low season but Moody's views the overall liquidity
position to be sufficient to support the business over the next
12-18 months. This is based on the assumption that the company will
not face stringent restrictions over the key summer months. The
company has no major debt maturities until 2026, but the German
government loan of EUR30 million, in addition to a number of other
government loans are due for repayment in 2022, which the company
plans to extend.

The company's debt has one springing net leverage covenant test of
8.46x only tested when the drawn RCF minus cash represents more
than 40% of the RCF commitment (EUR80 million). Moody's expects the
company to maintain sufficient buffer under this covenant over the
next 12-18 months. The company obtained a covenant waiver in 2020
until December 2021.

OUTLOOK

Parques is weakly positioned in the B3 rating category given the
high leverage and its exposure to renewed restrictions, which could
slow the pace of recovery. The stable outlook reflects, however,
the improving market environment for the leisure travel sector on
the back of the ongoing vaccinations, which should enable Parques
to recover sales and earnings to pre-pandemic levels in 2022. The
stable outlook also assumes the company will gradually reduce
Moody's adjusted leverage to below 8.0x by 2023 and maintain an
adequate liquidity.

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

Upward rating pressure over the near-term is unlikely. However over
time, Moody's could upgrade the company's rating if the company
continues to improve sales and earnings, reflected in Moody's
adjusted leverage reducing to below 6.5x on a sustained basis and
Moody's-adjusted FCF remaining materially positive while
maintaining a solid liquidity profile.

Negative rating action could materialize if the company fails to
sustain the improvements in operating performance, evidenced in a
Moody's-adjusted leverage of above 8.0x on a sustained basis; a
consistent negative FCF or its liquidity significantly weakens.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

COMPANY PROFILE

Parques is a global operator of regional amusement, animal and
water parks. The company operates 60 parks (45 regional parks) in
12 countries across three continents that receive around 20 million
visitors each year. In 2020, Parques generated EUR249 million in
revenue down from around EUR694 million in 2019.



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

KATREN SPC: S&P Affirms 'BB-/B' ICRs, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'BB-/B' long- and short-term issuer
credit ratings on Katren SPC JSC (Katren).

The stable outlook reflects S&P's expectation of stable operating
performance at Katren and the successful integration of Erkafarm at
the holding company, while maintaining consolidated holding
leverage below 3.0x.

S&P said, "Katren's stand-alone creditworthiness has improved on
the back of strong 2020 cash generation and continued debt
reduction and we expect leverage will remain below 1.5x in the
forecast period. In full-year 2020, Katren generated massive
discretionary cash flow (DCF) of RUB16.1 billion, compared with
RUB1.5 billion in 2019, benefiting from COVID-19-related
stockpiling. Although most of the funds available were spent on
working capital terms improvement through trade payables reduction
in first-half 2021, the company also reduced its outstanding debt.
As a result, we expect adjusted debt to fall to RUB3.4 billion by
year-end 2021, compared with RUB4.5 billion in 2019. Importantly,
we expect that Katren will continue its prudent approach to debt
management in the future, prioritizing organic growth over
acquisitions. We forecast capital investments of about RUB2
billion, together with shareholder distributions, will be financed
with operating cash flow, translating to stable debt levels, with
forecast leverage remaining below 1.5x and comfortable headroom in
2021-2023. At the same time, our financial risk profile assessment
captures the volatile nature of the competitive distributor market
and still-sizable investments to increase conveyor productivity."

Large debt accumulation at the parent company level following its
acquisition of a controlling stake in retail chain Erkafarm
constrains S&P's rating on Katren. Katren is a 100%-owned
subsidiary of Katren Holding AO (parent), which generated EBITDA of
about RUB9.0 billion at year-end 2020. The holding operates in
distribution and retail, mainly in Russia but with some assets in
the Commonwealth of Independent States (CIS) including Belarus,
Kazakhstan, and Ukraine. In summer 2021, the parent completed its
acquisition of a 50.01% controlling stake in Erkafarm, a top-three
pharmacy network in terms of retail market share in Russia. The
deal enhances the group's retail scale, adding 945 stores to its
existing about 860, and supports Katren's turnover targets by
connecting the retail chain with its distribution capacities.

At the same time, the acquisition adds about RUB11.8 billion of
debt and lease obligations to the group's consolidated balance
sheet and Katren has refinanced RUB3.5 billion of outstanding
payables obligations, providing supplies to Erkafarm with an
extended payment period. S&P said, "Although we expect the group
will return Erkafarm to profitability and improve inventory
turnover to industry average levels in the next few years, we still
note limited headroom due to debt accumulation, with consolidated
leverage reaching 2.9x by year-end 2021 from 0.9x in 2020.
Moreover, we expect leverage will remain at this level as the
group's cash flows will be fully absorbed by business development
needs. That said, we positively note interest coverage comfortably
exceeds 3.0x, the long profile of Erkafarm's refinanced debt,
maturing in 2028, and Katren's 25% stake in the parent company,
which we assess as illiquid but potentially debt reducing in case
of successful monetization. We assess Katren as a core entity for
the group, being its main (about 80%) EBITDA contributor and key to
the holding's strategy, and believe our 'BB-/B' ratings on Katren
are consistent with our view of the group's creditworthiness."

S&P said, "We expect the company will sustain its strong market
share, especially in the online segment, but margin will be
depressed due to increasing competition and higher logistics and
labor costs.We note that Katren remains the second-largest player
in the commercial distribution segment, with a 12.9% share as of
first-half 2021, and the leader in the e-commerce pharma segment,
thanks to ongoing development of online service Apteka.ru. We
expect the company to sustain leading positions in traditional and
e-commerce pharma distribution owing to its logistics capabilities,
sector expertise, and strong brand recognition. However, meeting
turnover targets amid intense competition, especially in the online
segment, will pressure margins. We further note increasing
logistics and warehouse labor costs due to COVID-19-related
mobility restrictions. Therefore, we expect EBITDA margin will fall
to 1.5% this year and remain flat in the forecast period, primarily
due to increasing competition.

"The stable outlook on Katren reflects our forecast that the
company's cost-efficient business model and sector expertise should
enable it to maintain an adjusted EBITDA margin of about 1.5%
despite increasing competition. This supports our expectation that
Katren will maintain adjusted debt to EBITDA of less than 1.5x over
the next two years and keep its EBITDA to interest comfortably
above 6.0x.

"We expect the parent company to successfully integrate Erkafarm
into the group's operations, improve profitability, and reduce the
inventory turnaround period without additional funds above those
already provided by the group, maintaining adjusted debt to EBITDA
below 3.0x.

"We could downgrade the company if holding level debt to EBITDA
exceeds 3x, or holding EBITDA interest coverage falls below 3x, due
to weaker operating performance caused by a failure to sustain
leading positions amid increasing competition, or unfavorable
industry or macroeconomic trends. We could also lower the rating if
the Erkafarm integration requires more investments than assumed in
our base case and results in group leverage build up.

"We could downgrade Katren if its external financial flexibility
deteriorates and its overall liquidity management becomes more
aggressive.

"Rating upside potential is limited over the next two years, in our
view, given that our rating on Katren incorporates the group's
credit quality, which has higher leverage and fully absorbs
generated cash flows."




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

ARCHROMA HOLDINGS: S&P Ups ICR to 'B' on Debt Repayment
-------------------------------------------------------
S&P Global Ratings raised to 'B' from 'B-' its long-term ratings on
Switzerland-based Archroma Holdings S.a.r.l. and its first-lien
senior secured term loan.

The stable outlook reflects S&P's expectation that Archroma will
maintain adjusted debt to EBITDA comfortably below 6.5x, generate
consistently positive FOCF, and maintain adequate liquidity.

Archroma should continue reporting strong results in FY2022,
supported by high demand for sustainable solutions. S&P said,
"Archroma reported stronger results than we expected in FY2021,
with revenue increasing by 15.4% versus our forecast of 6%-7%. We
anticipate the strong demand observed in FY2021 across all segments
will last in FY2022. We believe that Archroma should continue
gaining market share in textiles (63.7% of FY2021 sales), thanks to
its focus on sustainable system solutions, which are expected to
generate growth in the coming years. We understand that the
company's sustainable solutions could contribute 45%-50% of FY2022
sales (versus 40% in FY2020), supported by the increased focus on
sustainability from the company's end-markets (mainly brands)."

Lower restructuring costs should lead to a higher EBITDA margin in
fiscal 2022, notwithstanding pressure from higher raw material,
freight, and energy costs. Archroma reported stronger S&P Global
Ratings-adjusted EBITDA margins (12.1% in FY2021 versus 10.2% in
FY2020), supported by proactive cost management. S&P said, "As part
of restructuring initiatives, the company reduced headcount across
several locations and announced the closure of two plants to
optimize the production footprint: A South Korean plant is
currently being dismantled and we understand that production in San
Vittore (Swiss plant) will cease in December 2021. We believe that
Archroma should benefit from further cost savings in FY2022 thanks
to its project "Camellia," while incurring fewer restructuring
costs. We anticipate that this will support the company's
profitability, despite the current inflationary cost environment."

S&P said, "We believe that challenges in the global supply chain
will continue over the coming quarters. Raw material, freight, and
energy prices trended upward in FY2021, and we anticipate this
inflationary environment could remain in the coming quarters. That
said, we believe that Archroma will cope with the ongoing
challenges, with limited negative impact on its gross margin. We
understand that Archroma benefits from strong pricing processes and
value-based selling, focusing on increasing turnover for highly
profitable customers and systems. Moreover, the company announced
new price increases recently, which should partly alleviate gross
margin pressure.

"The rating is supported by our forecast of Archroma's leverage
remaining at 5.1x-5.3x and positive free operating cash flow of $50
million-$60 million in FY2022.Archroma reported sizable cash on
balance sheet ($151.6 million) at the end of FY2021. The company
repaid $90 million of its second-lien term loan in November 2021
and is expected to repay the remaining $15 million in December
2021. The repayment will reduce Archroma's interest costs and
leverage. In fiscal 2022, we forecast Archroma will generate
positive FOCF, supported by EBITDA growth and resilient
profitability. Our assumption of modest working capital outflows
also reflects a reinforced monitoring of working capital but takes
into account the inflationary environment and the expected growth
in revenue.

"The stable outlook reflects our expectation that Archroma will
maintain adjusted debt to EBITDA comfortably below 6.5x, generate
consistently positive FOCF supported by adjusted EBITDA margins
sustained at 12%-13%, and maintain adequate liquidity."

S&P could lower the ratings if:

-- The group experienced margin pressure, for example due to
slower-than-anticipated pass-through of raw material prices or
energy and transportation costs to customers, leading to limited or
negative FOCF or adjusted debt to EBITDA above 6.5x;

-- Liquidity pressure arose; or

-- The sponsor were to follow a more aggressive strategy with
regards to higher leverage or shareholder returns.

In S&P's view, the probability of another upgrade over our 12-month
rating horizon is limited, given the group's ownership and
leverage. However, S&P could consider raising the rating if

-- The private equity sponsor committed to maintaining adjusted
leverage below 5x; and

-- S&P was confident that Archroma would generate consistently
positive FOCF of at least $50 million, supported by resilient
profitability.


SPORTRADAR HOLDING: S&P Alters Outlook to Pos., Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised the outlook on Switzerland-headquartered
Sportradar Holding AG to positive from stable. S&P affirmed its
issuer credit rating on Sportradar and issue rating on its senior
secured debt at 'B'.

The positive outlook reflects around a one-in-three probability of
a rating upgrade within the next 12-18 months if the group reduces
leverage comfortably and sustainably below 5.0x. This would need to
be accompanied by robust business performance such that it
maintains its current rate of revenue and EBITDA growth, meaningful
free operating cash flow (above EUR60 million, for example), as
well as a firm, public financial policy commitment to retain
leverage below 5x supported by a prolonged track record.

Sportradar is well positioned within the sports data and
audiovisual (AV) content market to continue its high growth rate
for the next two years.

Sportradar reported revenue of about 38% and adjusted EBITDA growth
of about 39% in the first nine months of 2021. Besides the
stickiness of its core offerings to sports betting customers,
Sportradar benefits from higher adoption of its managed betting
service and advertising products. Similarly, its computer vision
technology and its artificial intelligence and machine learning
tools are improving its AV offerings and can assist with increasing
fan engagement. S&P expects Sportradar's innovative product
offerings to drive net customer retention above 100% over the next
two years, despite the competitive landscape. Additionally, the
expansion of the U.S. market as more states permit sports betting
is a crucial growth driver for the business. The group's founder
and CEO Carsten Koerl's longstanding relationship with various
sports leagues and other market participants could assist
Sportradar in positioning the business to attract a big share of
the addressable market. Overall, S&P's forecasts assume revenue
growth of about 10%-20% for 2022 and 2023.

S&P said, "Absent material debt-financed acquisitions, we forecast
the group's credit metrics to improve materially in the next 12
months. While still a relatively small and niche operator compared
to other companies within our wider media and entertainment sector
coverage, we expect the group to steadily build scale. S&P's
forecast adjusted EBITDA of about EUR100 million in 2021 and about
EUR120 million in 2022 and as such, adjusted leverage (on a gross
debt basis) at about 5.2x in 2021 and about 4.0x in 2022, absent
any material mergers or acquisitions (M&A)." Notwithstanding the
sports rights inflation, the business has sufficient operating
leverage and price passthrough flexibility to maintain free
operating cash flow (FOCF) of EUR50 million-EUR70 million and FOCF
to debt ratio of above 10%. These credit metrics compare favorably
to other 'B' rated credits within the portfolio.

Sportradar's successful public listing improves its financial
flexibility as it seeks strategic acquisitions. Sportradar raised
EUR546 million by issuing a minority stake (less than 10%) and
listing the share on NASDAQ. The purpose of the listing was to
facilitate access to the public equity market, increase the
visibility and profile of the group as the sector evolves rapidly,
and raise capital to finance its acquisition strategy. Improved
liquidity and access to the public equity market make the group
less reliant on wholly debt-financed acquisitions. Sportradar's
public listing also gives it the opportunities to utilize its
equity shares as a form of consideration while negotiating
long-term rights with sports leagues, thereby creating an alignment
on interest and improving the likelihood of contract renewals in
the future. Sportradar's recent long-term agreement with the U.S
National Hockey League included this feature.

The risk of aggressive financial transactions is more likely to
arise from acquisitions than shareholder-friendly actions. S&P
said, "Given the company's stated ambition to not pay dividends but
rather grow the business, we consider any spike in leverage would
likely arise from a material debt-financed transaction. We
understand the management's focus will be to make investments in
complementary businesses, products, and technologies that provide
access to new data sets and capabilities. Earlier this year,
Sportradar acquired Atrium Sports Inc. for a cash consideration of
EUR183 million and an equity component. Atrium Sports, which
provides data and video analytics in the college and professional
sports segment, reported about EUR18 million in revenues for 2020.
It is a high EBITDA multiple, but Sportradar has a track record of
extracting new revenue synergies by distributing the contents more
widely. The group has made its growth ambitions clear with its
recent IPO and significant dry powder liquidity, we consider that
material M&A is possible within our outlook horizon. With no
publicly stated leverage policy, we cannot rule out entirely a
releveraging of the group subject to management and board capital
structure decisions, for example for a strategically important
acquisition.

"The CEO represents a key person risk. We view a degree of key man
risk associated with the current CEO, Carsten Koerl.
Notwithstanding this, we understand he has material voting shares
and economic equity interest, creating a degree of alignment of
interest, as well as no current plans we are aware to transition
out of management or the business post IPO.

"The positive outlook reflects the likelihood of around a
one-in-three probability of a rating upgrade within the next 12-18
months if the business continues to maintain its current rate of
revenue and EBITDA growth, resulting in free operating cash flow of
above EUR60 million and a track record of financial discipline with
its acquisitions such that its group leverage remains comfortably
and sustainably below 5.0x. This would need to be accompanied by
robust business performance, such as EBITDA and margin growth,
meaningful FOCF generation above EUR60 million for example, as well
as a firm, public financial policy commitment to retain leverage
below 5x, supported by a prolonged track record."

S&P could raise its rating on Sportradar if:

-- Operating performance remains strong, with revenue and adjusted
EBITDA continuing to grow by about 20% in the next 12 months;

-- Maintain or improve its overall margins to demonstrate its
ability to pass through the sport rights inflation;

-- Continues to generate FOCF of above EUR60 million and FOCF of
debt of above 10%;

-- Maintains a track record of undertaking acquisitions on a
financially prudent basis, such that the leverage is maintained
below 5x or there is a credible plan to reduce leverage below 5x
after a transformative acquisition; and

-- The group publicly communicates a financial policy to maintain
its adjusted leverage below 5x over the long term, supported by an
established track record.

S&P could revise the outlook to stable if

-- Acquisitions result in materially weakened credit metrics that
S&P would consider not commensurate with a 'B+' rating, such as
leverage above 5x for a sustained period;

-- The growth trend in revenue and EBITDA fall short of S&P's base
case due to a decline in customer retention levels, or U.S. sports
betting expanding at a slower pace than anticipated; or

-- The group's margins are pressured due to competitive pricing to
acquire new contents, sports, and data rights.




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

BULB: Bailout Pushes Bill for Consumers to GBP3.2 Billion
---------------------------------------------------------
Nathalie Thomas at The Financial Times reports that British
households face a bill of more than GBP120 each for rescuing Bulb
and the other 24 electricity and gas suppliers that have gone bust
in the last three months in the sector's worst crisis for 20 years,
according to the latest estimate.

According to the FT, research published by Investec on Nov. 29 said
that Bulb's collapse last week requiring a government bailout of
GBP1.7 billion pushed the total bill for consumers to rescue the
suppliers that have failed since the start of August to GBP3.2
billion, the equivalent of around GBP120 per household.

The estimate is a 60% increase on the bank's last forecast earlier
this month and higher than other estimates recently by the likes of
market leader Centrica, the FT notes.  It adds further urgency to
calls for an inquiry into the crisis, which has affected nearly 4m
households, the FT discloses.

Energy suppliers have been hit by unprecedented surges in wholesale
prices since the summer, although industry executives, consumer
groups and opposition politicians have also accused the government
and regulator Ofgem of serious policy and regulatory failings, the
FT relates.

Bulb, Britain's seventh biggest supplier with 1.6m customers, was
placed last week into "special administration", a form of quasi
nationalisation, the FT recounts.  It was considered by Ofgem as
too big to be rescued via the normal "supplier of last resort"
safety net that quickly transfers customers of a collapsed company
to an alternative provider via an auction process, the FT notes.

Under the latter, companies rescuing orphaned customers can recoup
their costs via an industry levy that ends up on customer bills,
the FT states.  Although Bulb is being handled differently, energy
industry executives still expect costs of rescuing the company to
eventually be added to consumer energy bills, the FT discloses.

These costs will be particularly high due to the significant
difference between how much special administrators and alternative
suppliers can charge households under Britain's energy price cap --
currently set at GBP1,277 per year per average household -- and the
cost of buying the energy required to supply them at current
wholesale prices, the FT says.

Investec estimated that difference at currently around GBP600 per
household, according to the FT.


FINSBURY SQUARE 2021-2: Fitch Rates Class X3 Tranche Final 'CC'
---------------------------------------------------------------
Fitch Ratings has assigned Finsbury Square 2021-2 plc (FSQ2021-2)
final ratings.

    DEBT               RATING                PRIOR
    ----               ------                -----
Finsbury Square 2021-2

A XS2400369679    LT AAAsf   New Rating    AAA(EXP)sf
B XS2400370339    LT AA-sf   New Rating    AA-(EXP)sf
C XS2400370685    LT A-sf    New Rating    A-(EXP)sf
D XS2400372897    LT BBB-sf  New Rating    BBB-(EXP)sf
E XS2405113981    LT BB-sf   New Rating    BB-(EXP)sf
F XS2405115176    LT Bsf     New Rating    B(EXP)sf
G XS2405115416    LT CCCsf   New Rating    CCC(EXP)sf
X1 XS2400373861   LT BB+sf   New Rating    BB+(EXP)sf
X2 XS2400374083   LT Bsf     New Rating    B(EXP)sf
X3 XS2405116067   LT CCsf    New Rating    CC(EXP)sf
Z XS2400374240    LT NRsf    New Rating    NR(EXP)sf

TRANSACTION SUMMARY

FSQ2021-1 is a securitisation of owner-occupied (OO) and buy-to-let
(BTL) mortgages originated by Kensington Mortgage Company Limited
and backed by properties in the UK. The loans securitised are
predominantly recent originations, up to and including September
2021. The transaction features a five-year revolving period and a
pre-funding component of 0.8m by the first interest payment date
(IPD).

KEY RATING DRIVERS

Recent and More Seasoned Prime OO and BTL Originations: The pool
comprises a mix of recent and more seasoned OO and BTL loans. The
loans were mostly originated in 2021, with about 94.2% of the pool
originated between June and September 2021. This leads to a
weighted average (WA) sustainable loan-to-value ratio of 100.1%, a
WA debt-to-income ratio of 33.2% and a Fitch calculated WA interest
coverage ratio of 93.1%. These are in line with previous Finsbury
Square transactions.

Established Specialist Lender: Kensington takes a manual approach
to underwriting, focusing on borrowers who do not necessarily
qualify on the automated scorecard models of high-street lenders.
It therefore attracts a higher proportion of first-time buyers,
self-employed borrowers and borrowers with adverse credit histories
than is typical for prime UK OO lenders.

Fitch has applied an originator adjustment of 1.20x on its prime OO
assumptions for Kensington to account for this, and the performance
of Kensington's OO book data and previous Finsbury Square
transactions. Fitch also made a 1.10x originator adjustment to the
BTL loans to account for the historical performance of Kensington's
BTL book data and previous FSQ transactions.

Moderate Pool Migration Risk: The transaction contains a
pre-funding mechanism through which further loans (initial
additional loans) may be sold to the issuer prior to the first IPD,
via proceeds from the over-issuance of notes at closing. If these
funds, standing to the credit of the pre-funding principal ledger,
are not used to purchase these loans, any amounts in excess of the
maximum principal retained amount is used to pay down the class A
to G notes pro rata. A five-year revolving period is in place until
the call date (December 2026), which allows new assets to be added
to the portfolio.

Additional loan conditions have been set at limits that mitigate
any material risks of potential migration of the portfolio's credit
profile. Nevertheless, there remains potential for migration from
the inclusion of the initial additional loans and during the
revolving period toward these limits. Fitch has therefore assumed
migration in the portfolio characteristics up to the limits in the
additional loan conditions outlined in the transaction
documentation.

Self-employed Borrowers: Prime lenders assessing affordability
typically require a minimum of two years of income information and
apply a two-year average or, if income is declining, the lower
figure. Kensington's underwriting practices allow underwriters'
discretion in using the latest year's income if it is increasing.
Fitch therefore applied an increase of 30% to the foreclosure
frequency (FF) for self-employed borrowers with verified income
instead of the 20% increase typically applied under its UK RMBS
Rating Criteria to the OO sub-pool only.

RATING SENSITIVITIES

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

-- The transaction's performance may be affected by changes in
    market conditions and economic environment. Weakening economic
    performance is strongly correlated with increasing levels of
    delinquencies and defaults that could reduce credit
    enhancement available to the notes.

-- Additionally, unanticipated declines in recoveries could also
    result in lower net proceeds, which may make certain note
    ratings susceptible to negative rating actions, depending on
    the extent of the decline in recoveries. Fitch conducts
    sensitivity analyses by stressing both a transaction's base-
    case FF and recovery rate (RR) assumptions, and examining the
    rating implications on all classes of issued notes. A 15%
    increase in the WAFF and a 15% decrease in the WARR indicate
    downgrades of up to three notches across the capital
    structure.

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

-- Stable to improved asset performance driven by stable
    delinquencies and defaults would lead to increasing credit
    enhancement and potentially upgrades. Fitch tested an
    additional rating sensitivity scenario by applying a decrease
    in the FF of 15% and an increase in the RR of 15%. The ratings
    on the subordinated notes could be upgraded by up to two
    notches.

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.

CRITERIA VARIATION

Fitch included a customisation of ResiGlobal UK to align the
sustainable price discount (SPD) with house price growth data up to
1Q20 (only for calculating the SPD) in the analysis.

As the collateral portfolio is heavily skewed towards very recent
2021 origination (loans originated in 2021 account for 94.2%), the
latest and strong house price growth (8% in 2020, reflected in the
model version 1.3.2) exaggerates the gap between home prices
(updated to YE20 in the validated model) and gross disposable
income growth extrapolation as per criteria (for years beyond 2016,
income growth is based on 1997-2016 average, then halved). These
are the key inputs to the SPD.

While the overall framework remains adequate, for unseasoned
collateral this gap results in unwarranted HPDs compared to prior
SPD and HPD updates, as the credit views are unchanged. This is due
to the fact that there is no offsetting indexation effect for
unseasoned portfolios, an effect which is present in seasoned pools
and makes the impact of the updated house price growth assumptions
on the SPD immaterial for such pools.

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

Finsbury Square 2021-2

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

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

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

ESG CONSIDERATIONS

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

FINSBURY SQUARE 2021-2: S&P Puts CCC Rating on Cl. X3-Dfrd Notes
----------------------------------------------------------------
S&P Global Ratings assigned ratings to FSQ 2021-2's class A,
B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, G-Dfrd, X1-Dfrd, X2-Dfrd,
and X3-Dfrd notes.

FSQ 2021-2 is a revolving RMBS transaction that securitizes a
portfolio of owner occupied and BTL mortgage loans secured on
properties in the U.K. The transaction also has a prefunding
mechanism (0.18% of the total transaction size).

The loans in the pool were originated by Kensington Mortgages
Company Ltd., a non-bank specialist lender.

The collateral comprises complex income borrowers with limited
credit impairments, and there is a high exposure to self-employed,
contractors, and first-time buyers.

The transaction benefits from a general reserve fund, and principal
can be used to pay senior fees and interest on the notes subject to
various conditions. A further liquidity reserve can be funded via
the principal waterfall subject to certain conditions.

Credit enhancement for the rated notes comprises subordination from
the closing date and the general reserve fund.

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

At closing, the issuer used the issuance proceeds to purchase the
full beneficial interest in the mortgage loans from the seller. The
issuer granted security over all of its assets in the security
trustee's favor.

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

  Ratings List

  CLASS     RATING     AMOUNT (MIL. GBP)

  A         AAA (sf)      377.42
  B-Dfrd    AA (sf)        37.29
  C-Dfrd    A (sf)         16.95
  D-Dfrd    BBB (sf)       10.17
  E-Dfrd    BBB- (sf)       5.65
  F-Dfrd    BB+ (sf)        2.26
  G-Dfrd    BB (sf)         2.26
  X1-Dfrd   B- (sf)        24.86
  X2-Dfrd   B- (sf)        11.30
  X3-Dfrd   CCC (sf)        9.04
  Z         NR              4.52
  Certificates   NR          N/A

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


HAMILTON ROSE: Enters Liquidation, FSCS Investigates Firm
---------------------------------------------------------
BBC News reports that Nottinghamshire-based Hamilton Rose Wealth
Management has gone into liquidation.

According to BBC, Financial Services Compensation Scheme (FSCS)
said it had received 17 claims about the firm and was
investigating.

The FSCS said it was investigating whether the firm could cover the
costs itself before they could pay out any compensation claims, BBC
relates.

"We are still investigating the firm and have not yet declared it
in default," BBC quotes a spokeswoman as saying.

"For FSCS to be able to declare a firm in default, we have to have
at least one valid claim and also be confident that the firm isn't
able to meet the costs of any claims itself.

"Once we are able to declare it, we can then review these claims
case-by-case and may be able to pay compensation to these
customers."

The Financial Ombudsman Services (FOS) said they had only received
a few complaints against the company, which were connected to the
suitability of advice being offered, BBC notes.


INFRARED UK: Goes Into Administration
-------------------------------------
Ellis Whitehouse at EssexLive reports that a busy shopping centre
in Essex has gone into administration -- but bosses have said it
should be "business as usual" for customers.

Andrew Johnson, Ali Khaki and Matthew Callaghan of FTI Consulting
LLP, have been appointed Joint Administrators of the owners of
Eastgate Shopping centre in Basildon as of Nov. 22, EssexLive
relates.

The appointment of the Joint Administrators for owners InfraRed UK
Lion Limited Partnership, InfraRed UK Lion Nominee 1 Limited and
InfraRed UK Lion Nominee 2, is said to have no operational impact
on Eastgate, EssexLive notes.

The shopping centre, car park and stores remain open as usual.

The administrators, as cited by EssexLive, said they will continue
to work with all stakeholders to ensure the continued running of
Eastgate.

According to EssexLive, FTI Consulting LLP said it will endeavour
to communicate with suppliers and tenants over the coming days to
provide additional information and guidance in relation to the
administration process.

In a statement, Andrew Johnson, of the firm, said the challenges to
UK retail are well known and have been further accentuated by the
impact of Covid-19 and the resulting national lockdowns which have
ultimately driven the appointment of administrators, EssexLive
discloses.


MARKS & SPENCER: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on U.K. retailer Marks &
Spencer PLC (M&S) to stable from negative and affirmed its 'BB+'
long-term issuer credit rating on the group. S&P has also affirmed
its 'BB+' issue and '3' recovery ratings on the group's unsecured
medium-term note program. The '3' recovery rating reflects its
expectation of meaningful recovery expectations in the event of a
default (50%-70%; rounded estimate: 65%).

S&P said, "The stable outlook reflects our expectation that,
despite the pressures of cost inflation and supply chain disruption
over the near term, M&S will maintain its robust performance,
remain on track in executing its transformation plan, and focus on
strengthening its balance sheet through debt reduction. This should
enable the group to maintain adjusted debt to EBITDA of 3.0x-3.5x
and funds from operations (FFO) to debt of around 25% in the next
12 months.

"After strong results in the six months to October 2021, we now
expect M&S to close FY2022 with stronger credit metrics and robust
cash flow generation."

Despite the COVID-19 pandemic disrupting M&S' trading at its C&H
stores over FY2021 and the first half of FY2022, the group managed
to leverage its revamped food offering and online presence to
surpass the pre-pandemic revenues it posted in the first half of
FY2020 by 5%. Resilient sales in the food segment and a strong
rebound in the C&H segment, combined with reduced store costs, have
boosted the group's earnings well ahead of those in the first half
of FY2020. Notably, the topline was 10% above the pre-pandemic
level in the food segment despite the continued disruption in the
hospitality sector, and just 1% below the pre-pandemic level in the
C&H segment, which recovered fully in the second quarter of FY2022.
Although S&P anticipates that supply chain challenges and broad
cost inflation will slow the group's topline growth and constrain
its profitability over the second half of the fiscal year, it now
expects the group to end FY2022 with revenues of about GBP10.5
billion, versus GBP10.2 billion in FY2020 and GBP9.2 billion in
FY2021, and adjusted EBITDA of more than GBP1.0 billion, broadly in
line with FY2020, and up from GBP721.0 million in FY2021.

S&P said, "We anticipate that sector-wide supply chain challenges
will weaken M&S' working capital position over the second half of
the year. We expect that increased inventory and a normalization of
payment terms with suppliers will lead to broadly neutral to
moderately negative working capital flows in FY2022, compared to
inflows of GBP112 million in the first half of the year. In our
base case, we forecast that M&S will only spend about GBP250
million-GBP270 million on capital expenditures (capex) and not make
any dividend payments in FY2022." This will lead to another year of
strong cash flow generation and a sharp decline in adjusted
leverage toward 3.0x-3.5x by the end of the year.

The Ocado Retail joint venture (JV) continues to perform strongly,
although it is not a direct driver of M&S' credit metrics. During
the first half of FY2022, Ocado Retail generated GBP56 million in
profits, down from GBP78 million last year, mostly due to reduced
exceptional inflows from insurance claims. At the same time,
increased customer traffic continued to boost the topline, although
basket sizes began to normalize after the peak of the pandemic. S&P
said, "We anticipate that as new logistics capacity goes
onstream--Ocado Retail plans to open two new distribution centers
in the next two-to-three years--the group will continue to show
sound growth in its topline and earnings over the next 18 months.
That said, we continue to anticipate that Ocado Retail will
reinvest all the earnings it generates over the medium term in the
business rather than distributing them to the parent companies." In
this way it will self-fund future capital developments.

Cost inflation and exceptional expenses could dampen the
improvement in M&S' profitability in the near-to-medium term. M&S
recently noted that input cost inflation and increased staff
expenses will start to impinge on its margins in the second half of
FY2022 and in FY2023. Increasing input costs due to supply chain
challenges, shortages in labor, and increases in wages in the U.K.
will drive cost inflation for the whole retail sector. S&P said,
"We anticipate that M&S will attempt to offset cost inflation with
efficiencies in its logistics, distribution, and in-store
operations, and partially pass through the cost increases to
consumers via selective price increases. However, we anticipate
that gross margins will come under some pressure over the next
12-18 months, hindering profitability metrics and earnings
growth."

S&P said, "We forecast flat EBITDA and EBITDA margins over the next
two years.M&S continues to make progress with its store
transformation plan, whereby it is rationalizing its physical store
footprint in the C&H division, and partially repurposing it for
food operations. Consequently, we forecast annual exceptional
expenses of GBP200 million-GBP250 million over FY2022 and FY2023,
versus GBP319 million in FY2020 and GBP239 million in FY2021. As
such, and despite our expectation of resilient topline growth in
the next 18 months, we forecast that the adjusted EBITDA margins
will remain at 10%-11% and adjusted EBITDA will remain broadly flat
at about GBP1.1 billion over the same period.

"We believe that operating conditions remain uncertain over the
medium term and in the aftermath of the pandemic.The pandemic is
having a significant impact on consumption patterns and consumer
preferences, which, in some cases, has led to dramatic movements in
market shares." As M&S navigates the post-pandemic environment, S&P
believes that the group's medium-term profitability metrics and
like-for-like growth prospects could depend significantly on a
rebalancing of its:

-- Product mix, for example, food versus C&H, or loungewear versus
formalwear;

-- Channels, namely, online versus physical stores; and

-- Competitive dynamics, with smaller players exiting the market
due to the pandemic.

S&P said, "We anticipate lower cash flows in FY2023 due to a
rebalancing of working capital and a return to normalized capex.
After two years of conservative cash management, and as the group
continues to transform its stores and invest in its logistics
network, we expect annual capex to rise to GBP350 million-GBP400
million over FY2023 and FY2024 from GBP207 million in FY2021 and
GBP329 million in FY2020. Working capital outflows will be up to
GBP100 million in FY2023 as inventory levels and payment terms
normalize. We believe that this, together with limited earnings
growth in FY2023-FY2024, could put free operating cash flow (FOCF)
temporarily under pressure, albeit with it still exceeding lease
payments.

"We believe that M&S' financial policy will support reduced
leverage and sound cash flow generation. After a period of
conservative cash management and robust operating cash flows, we
expect M&S to continue to hold large cash balances over the near
term. While some companies in the sector are choosing to resume
dividend distributions or even share-buyback programs, we
understand that M&S will instead focus on returning to its
investment-grade status and strengthening its balance sheet, having
endured increases in leverage in the run up to and during the
COVID-19 pandemic. M&S has also made public its intention to reduce
its gross debt, and we expect that the group will redeem the GBP164
million bond maturing in December 2021 with cash.

"We forecast a return to shareholder distributions, but these
should be lower than before the pandemic.Although M&S has not yet
announced any plans to resume dividends, we forecast a return to
shareholder distributions in FY2023 and assume about GBP150 million
per year in our base case. However, we believe it is unlikely that
M&S will return to the same level of distributions before the
pandemic. As such, we anticipate that the group's financial policy
on distributions will support the maintenance of moderate leverage
in the 3.0x-3.5x range over the medium term.

"The stable outlook reflects our expectation that despite the
uncertainties surrounding the post-pandemic market recovery and the
near-term pressure from broad cost inflation and supply chain
disruptions, M&S will remain on track in executing its
transformation plan, maintain its robust performance, and focus its
financial policy on strengthening its balance sheet. This should
enable the group to maintain adjusted debt to EBITDA of 3.0x-3.5x
and FFO to debt of about 25% in the next 12-24 months."

S&P could lower the ratings if:

-- Adjusted leverage approaches 4.0x;

-- Adjusted FFO to debt falls to less than 20%; or

-- Reported FOCF after lease payments weakens substantially or
turns negative for a prolonged period.

These things could happen if M&S fails to maintain its topline
performance, or experiences operational setbacks, causing
profitability to fall materially beyond S&P's base case.

S&P could raise its ratings on M&S if:

-- The group maintains its strong market positions in both the
food and C&H segments and restores the long-term growth potential
of its earnings through robust like-for-like sales growth and
improving profitability, with EBITDA margins reverting to M&S'
historical best-in class levels; or

-- M&S' operating performance and financial policy lead to a
sustained improvement in credit metrics, including a permanent
reduction in its debt burden through cash flow generation. In such
a case, adjusted FFO to debt would increase toward 30% and reported
FOCF after leases would be consistently positive and grow at a
sufficient pace to cover dividend payments when the group resumes
them.

MOTION MIDCO: Moody's Affirms 'B3' CFR, Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service has affirmed the corporate family rating
of B3 and probability of default rating of B3-PD assigned to Motion
Midco Limited (Merlin or the company), a global operator of visitor
attractions. Moody's has also affirmed the B2 instrument rating of
the backed senior secured notes issued by Merlin Entertainment
Limited and the guaranteed senior secured notes, senior secured
terms loans and the senior secured revolving credit facility
("RCF") issued by Motion Finco S.A.R.L. Concurrently, Moody's has
affirmed the Caa2 instrument rating of the backed senior unsecured
notes issued by Motion Bondco DAC. The outlook on all ratings is
changed to stable from negative.

RATINGS RATIONALE

The change in outlook to stable reflects Moody's expectations that
Merlin's revenue and EBITDA will continue to improve over the next
12-18 months supported by solid consumer demand and removal of the
government restrictions.

Following the significant disruption caused by the pandemic in 2020
and first half of 2021, Merlin was allowed to open the majority of
its attractions from Q2 this year. As a result, the company was
able to operate during Q3, which is seasonally the most important
part of the year when Merlin usually generate more than half of its
EBITDA. The Q3 results were positive with total revenue and EBITDA
improving to close to 2019 levels.

Merlin benefits from a strong market position as well as
geographical and attraction diversification which enabled it to
capture recovering demand in different market segments. In
particular, the Resort (also known as Theme Parks) division as well
as the company's attractions in the US which are largely oriented
to domestic demand, have recovered strongly and some exceeded 2019
levels. However, other attractions, such as Midway in London, have
been significantly lagging because of their focus on international
travel which has been much slower to recover.

Although Merlin remains vulnerable to any potential government
restrictions, Moody's expects this to be less of an issue thanks to
a successful vaccine rollout across all the key countries where the
company operates. The rating agency also notes visitors'
willingness to return to leisure parks once restrictions are eased,
as demonstrated by the strong rebound in demand during the summer
of 2021, although this may reflect a degree of pent-up demand.
Moody's expects revenues to recover to 2019 level in 2022 while for
EBITDA and EBITDA margin it will take one more year to fully
recover due to phasing out of the government support and
inflationary pressures, especially on labour costs.

Moody's expects Merlin's leverage to decrease to around 9x in 2022
and 8x in 2023 supported by improving core EBITDA as well as new
attractions, such as LEGOLAND New York which opened in July 2021
and LEGOLAND Korea which is planned to open in spring 2022.
However, Moody's does not anticipate any other large new projects,
and so capital expenditure should reduce over the next 12-18 months
and support free cash flow generation which is expected to be
around break-even next year.

ENVIRONMENTAL, SOCIAL & GOVERNANCE CONSIDERATIONS

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

Governance risks taken into consideration in Merlin's credit
profile include a private-equity ownership structure that often
results in higher tolerance for leverage and a greater appetite for
M&A. Nevertheless, Moody's views Merlin's ownership structure to
have a longer investment horizon. KIRKBI, which owns c.50% of the
company, is Merlin's partner and a major investor in the company
for almost 15 years. KIRKBI has been increasingly relying on Merlin
as one of the major avenues to promote its LEGO brand and hence is
interested in Merlin's long-term development. In addition, CPP
Investments and Blackstone, whose investment in Merlin is through
its longer dated Core fund, are both long-term oriented
shareholders.

LIQUIDITY

Merlin's liquidity is adequate and supported by GBP318 million cash
balance and GBP400 million available under the RCF. Merlin also has
a 10x springing covenant on RCF, which is tested when the facility
is more than 40% drawn.

Moody's expects the company's free cash flow to be negative at
approximately GBP100-150 million in 2021, before increasing to
around break-even in 2022. The company's cash flow remains
characterised by material seasonal swings, with nearly all earnings
and net inflows generated in the second and third quarters.

STRUCTURAL CONSIDERATIONS

The security however only includes material intercompany
receivables of obligors, shares in each obligor and material
company and bank accounts of each obligor.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects the improving market environment for
the leisure industry, which will support further recovery of
Merlin's sales and EBITDA in the next season. The stable outlook
assumes that the company's leverage will decrease to below 9x over
the next 12-18 months and Merlin will maintain an adequate
liquidity at all times.

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

Moody's could upgrade the company's rating if Merlin's Moody's
adjusted Debt/EBITDA decline towards 7.5x while recovering its
number of visitors and EBITA margins to pre-crisis levels.

Moody's could downgrade Merlin's ratings if the recovery of the
business slows down, results in (1) materially weaker liquidity, or
(2) free cash flow before expansionary capex remaining negative, or
(3) leverage remaining significantly above 9x over the next 12
months or (4) EBITA / interest failing to recover to 1x.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Motion Midco Limited

Probability of Default Rating, Affirmed B3-PD

LT Corporate Family Rating, Affirmed B3

Issuer: Merlin Entertainment Limited

BACKED Senior Secured Regular Bond/Debenture, Affirmed B2

Issuer: Motion Bondco DAC

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed Caa2

Issuer: Motion Finco S.A.R.L

Senior Secured Bank Credit Facility, Affirmed B2

Senior Secured Regular Bond/Debenture, Affirmed B2

Outlook Actions:

Issuer: Motion Midco Limited

Outlook, Changed To Stable From Negative

Issuer: Merlin Entertainment Limited

Outlook, Changed To Stable From Negative

Issuer: Motion Bondco DAC

Outlook, Changed To Stable From Negative

Issuer: Motion Finco S.A.R.L

Outlook, Changed To Stable From Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

PROFILE

Motion Midco Limited is the holding company for Merlin
Entertainment Limited. Merlin, which is based in Dorset, UK, is the
largest European and second-largest global operator of visitor
attractions in terms of visitor numbers in 2019. The company
generated GBP1.7 billion in revenue and underlying post IFRS16
EBITDA of GBP569 million in 2019, and attracted around 67 million
visitors to its 124 locations in that year. Merlin is owned by a
group of investors, including KIRKBI (47.5%), Blackstone (32%) and
CPPIB (15.5%).

NABUH: Goes Into Liquidation Due to Financial Woes
--------------------------------------------------
David Walsh at The Star reports that liquidators have been
appointed to Nabuh, a Sheffield-based energy company.

The company was a low-cost energy provider with a focus on the
prepayment domestic gas and electricity market and 36,000
customers.

According to The Star, the liquidators said the business had been
loss-making for some time, driven by its rapid growth strategy.  

In October last year, it was added to the public list of companies
which had failed to make payments of their annual renewables
obligations liabilities, The Star relates.

In March 2021, the company's business and assets and customers were
sold to British Gas Trading Limited, The Star recounts.  Some 60
staff were transferred across, The Star discloses.

However, it has now been calculated that the proceeds of the sale
did not cover its liabilities, The Star notes.


WEST BERKSHIRE: On Brink of Administration, In Sale Talks
---------------------------------------------------------
Dominic Walsh at The Times reports that West Berkshire Brewery,
which makes beers including Good Old Boy bitter and Renegade lager,
is believed to have appointed Grant Thornton to find a buyer and
has put the firm on standby to step in as administrators.

In a separate report, Sarah Bosley at newburytoday, said that talks
are currently taking place with a "number of interested third
parties" about the potential sale of the Brewery.

There have been reports that the company was about to enter into
administration, but stakeholders have been assured in an email --
that has been seen by newburytoday -- that it "is not currently in
administration".

The email confirmed that the company filed a further "Notice of
Intention to Appoint" administrators at court on Nov. 30, but said
it was to allow the directors more time to speak to those
interested in buying the business and assets of the company and to
attempt to conclude a sale, newburytoday relates.

"A sale is being pursued to seek to preserve the business as a
going concern and such a sale will be in the best interests of the
creditors of our company," the stakeholders were told.

The email, signed by David Bruce, executive chairman of The West
Berkshire Brewery PLC, added: "We are currently in discussions with
a number of interested third parties and I will be able to provide
a further update shortly."


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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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Editors.

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

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