/raid1/www/Hosts/bankrupt/TCREUR_Public/200408.mbx        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, April 8, 2020, Vol. 21, No. 71

                           Headlines



B E L A R U S

BELARUS: S&P Affirms B/B Sovereign Credit Ratings, Outlook Stable


D E N M A R K

KADEAU RESTAURANT: Files for Bankruptcy Amid Coronavirus Crisis


F I N L A N D

STOCKMANN: Files for Corporate Restructuring


F R A N C E

EUROPCAR MOBILITY: S&P Cuts Rating to 'B-' on COVID-19 Effects
KAPLA HOLDING: S&P Cut Rating to 'B' on COVID-19 Uncertainties
NOVARTEX SAS: Fitch Downgrades LT Issuer Default Rating to CC
PARTS HOLDING: S&P Downgrades Rating to 'B-', Outlook Negative


G E O R G I A

GEORGIA CAPITAL: S&P Cuts Rating to 'B' on Increased Leverage Ratio


G E R M A N Y

GALERIA KARSTADT: Files for Creditor Protection in Germany
HORNBACH BAUMARKT: Moody's Reviews Ba3 CFR for Downgrade
LEONI AG: Bailout, Controlled Insolvency Among Options
PARK LUXCO 3: Moody's Cuts CFR to B2; Reviews Rating for Downgrade
ZF FRIEDRICHSHAFEN: S&P Cuts LT Rating to 'BB+', On Watch Negative



I R E L A N D

FRANKLIN IRELAND: S&P Cuts Rating to 'B-', Outlook Negative
INVESCO EURO IV: S&P Assigns B- (sf) Rating to Class F Notes


I T A L Y

LIMACORPORATE SPA: Moody's Downgrades CFR to B3, Outlook Negative


K A Z A K H S T A N

KAZAGROFINANCE JSC: Fitch Affirms BB+ LT IDRs, Outlook Stable


L U X E M B O U R G

ARVOS MIDCO: Moody's Affirms B3 CFR, Alters Outlook to Negative


N E T H E R L A N D S

NOSTRUM OIL: S&P Lowers Rating to CCC- on Distressed Exchange Risk
PEER HOLDING III: Moody's Affirms B1 CFR; Alters Outlook to Neg.


P O L A N D

ELEKTROBUDOWA SA: Collective Redundancy Procedure Initiated


R U S S I A

SAMARA OBLAST: S&P Affirms 'BB+' Long-Term ICR, Outlook Stable


T U R K E Y

GLOBAL LIMAN: Fitch Cuts $250MM Sr. Unsec. Notes Rating to B


U K R A I N E

NAFTOGAZ JSC: Fitch Affirms B LT IDR, Outlook Positive


U N I T E D   K I N G D O M

ALPHA TOPCO: Moody's Affirms B2 CFR, Alters Outlook to Negative
F1 MODULAR: Files Notice of Intention to Appoint Administrators
HNVR MIDCO: Moody's Downgrades CFR to Caa1, Outlook Negative
INSPIRED ENTERTAINMENT: Moody's Lowers CFR to Caa1, Outlook Neg.
ITHACA ENERGY: S&P Cuts Rating to 'B- on Weakened Creditworthiness

NEW LOOK: Fitch Downgrades LT Issuer Default Rating to CC
VENATOR MATERIALS: Moody's Downgrades CFR to B2, Outlook Negative
WILLIAM HILL: Moody's Cuts CFR to Ba3; Put on Review for Downgrade

                           - - - - -


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B E L A R U S
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BELARUS: S&P Affirms B/B Sovereign Credit Ratings, Outlook Stable
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On April 3, 2020, S&P Global Ratings affirmed its 'B/B' long- and
short-term foreign and local currency sovereign credit ratings on
Belarus. The outlook remains stable.

Outlook

The outlook is stable because S&P expects that Belarus' accumulated
central bank foreign exchange reserves should allow the government
to meet upcoming debt repayments over the next 12 months, even if
there were no external commercial bond market access.

Downside scenario

S&P said, "We could lower the ratings on Belarus in the event of
protracted lack of access to foreign commercial funding while
alternative financing arrangements--such as bilateral loans from
Russia or China, or an International Monetary Fund (IMF)
program--proved difficult to agree. We could also lower the ratings
if we saw an increasing likelihood of a systemic banking crisis,
with accelerating deposit withdrawals by residents and/or
persistent deposit conversion to foreign currency, with negative
implications for the country's level of international reserves.
Downward ratings pressure could also emerge if the downturn in the
domestic economy proved materially deeper than our current
projection of a 2% decline in output or if the fiscal cost of the
COVID-19 pandemic led to a marked increase in public leverage,
putting debt sustainability into question."

Upside scenario

S&P said, "We could raise the ratings if we expected Belarus'
growth prospects to improve beyond 2020. This could be the case,
for instance, if the authorities implemented a credible reform
program that enhanced the business environment, facilitated foreign
direct investment (FDI) inflows, and ultimately fostered the
development of a competitive domestic private sector."

Rationale

S&P said, "Our ratings on Belarus are still supported by what we
view as improved macroeconomic policymaking in recent years.
Belarus has remained committed to a largely floating currency and
has pursued a tighter fiscal policy, while also accumulating
additional foreign exchange reserves. We anticipate that the latter
should help the country navigate the period of adverse external
trade and commercial funding conditions stemming from the global
COVID-19 pandemic.

"The ratings are constrained by our view of Belarus' low
institutional effectiveness and vulnerable balance-of-payments
position. Despite recent improvements, its monetary policy still
has limited flexibility and effectiveness."

Institutional and economic profile: Recession in 2020, with
downside risks from the global coronavirus pandemic

-- S&P expects Belarus' economy will contract by 2% in 2020 as key
trade partners' growth prospects deteriorate substantially.

-- S&P's baseline economic forecast is subject to high uncertainty
and depends on the direct impact the COVID-19 pandemic has on the
Belarus economy.

-- Domestic institutions remain weak. Power is highly centralized
and there are limited checks and balances between various state
bodies.

Belarus' economic prospects have been weakening since early 2020.
Because there was no agreement on the terms of hydrocarbon supplies
from Russia, oil deliveries were reduced by over 50% in
year-on-year terms over the first two months of the year. This
affected the functioning of Belarus' oil refineries. Historically,
Belarus has imported crude oil from Russia at subsidized prices,
refined it, and exported the oil products. Consequently, industrial
production registered a 3.3% decline over January-February, while
real GDP fell by an estimated 0.6%, compared with the same period
in 2019.

Aggravating Belarus' already-weak underlying economic performance
in the beginning of the year, global growth prospects have
substantially worsened in recent weeks owing to the escalating
impact of the COVID-19 pandemic. S&P said, "We now forecast that
most of Belarus' trading partners will be in recession this year.
Specifically, we forecast a 0.8% output contraction in Russia,
which accounts for over 40% of exports from Belarus and a similar
recession in the EU, which accounts for a further 25% of Belarus'
exports."

S&P said, "Consequently, we have revised our economic projections
for Belarus downward and now expect a 2% real GDP contraction in
2020, rather than the 2% expansion we previously forecast. We
anticipate that output decline will be quite broad-based. For
instance, export volumes will contract as economic performance at
Belarus' trade partners weakens. Meanwhile, domestic investment
will likely reduce due to the high level of economic uncertainty in
Belarus and globally. We also forecast that domestic consumption
will show weak performance, not least due to the substantial
depreciation of the exchange rate between the Belarusian ruble
(BYN) and the U.S. dollar. The Belarusian ruble has already
depreciated by close to 20%, which will have a negative impact on
real income levels.

"Our forecast is subject to a very high level of uncertainty,
primarily because the scale of the direct effect of COVID-19 on the
economy of Belarus is not yet clear. So far, close to 300 COVID-19
cases have been officially declared in the country and wideranging
quarantine measures--similar to those introduced earlier in China
and a number of European countries--have not been imposed. However,
in our view, such measures could yet be introduced, judging by the
experience of other countries. This presents downside economic
risks and could imply a much deeper contraction in output.

"Positively, we understand that Belarus reached an agreement with
Russia at the end of March, which should allow oil supplies to
resume in the coming weeks, on improved terms. It appears that the
agreement has been at least partially facilitated by the collapse
in global oil prices and increased competition between Russia and
Saudi Arabia for market share, which has moved Russia's and
Belarus' negotiating positions closer. Nevertheless, we believe
that a resumption in supplies will not offset the more-substantial
impact of COVID-19 on Belarus via the foreign trade channel."

Beyond 2020, Belarus' economic growth should strengthen, but we
expect it to remain below other countries at a similar level of
economic development. This is due to:

-- Several domestic structural factors that continue to constrain
Belarus' growth potential. The state maintains a pervasive role in
the economy, with the IMF estimating that nearly half of employment
and value-added pertains to the public sector. This underpins the
existence of a multitude of inefficient state-owned enterprises
(SOEs), which we understand remain loss-making, but are difficult
to reform for political reasons. The government has communicated
some reform plans in the sector, including appointing independent
directors to some of the SOEs and trying to run them on market
terms, but a comprehensive strategy to address these legacy issues
has yet to be enacted.

-- Limited amount of FDI flows, given the perceived risky
operating environment. Although net FDI has consistently averaged
around 2% of GDP in recent years, much of it reflects reinvested
earnings, rather than the entrance of new overseas players.

-- Belarus' aging population and weak population growth also limit
growth prospects.

The domestic IT sector remains a bright spot. High-frequency
indicators suggest that value-added in information and
communication has continued to grow, and in fact the sector
accounted for about half of the 1.2% growth observed in 2019. S&P
believes that Belarus' low unit labor costs, convenient location,
and comparatively strong educational outcomes underpin this trend.
Several successful start-ups have emerged in Belarus in recent
years. The sector has been expanding consistently in recent years,
and its share of GDP rose to 6.2% of GDP last year, from 2.5% in
2010. Over the same period, the sector's positive influence on the
country's balance of payments has also grown; it currently accounts
for over 25% of service exports, up from just 8% in 2010.

S&P said, "We think Belarus' institutional effectiveness remains
weak; President Alexander Lukashenko controls the government's
branches of power. Highly centralized power makes policymaking
difficult to predict, and we believe there are only limited checks
and balances in place between various state institutions. Belarus
is due to hold presidential elections later this year, but we do
not anticipate any major changes in domestic political arrangements
in the aftermath. That said, we believe that broad economic
policymaking in Belarus has continued to improve in recent years."

Flexibility and performance profile: Accumulated central bank
foreign exchange reserves should help Belarus navigate a period of
adverse foreign financing conditions

-- Belarus' fiscal performance is set to deteriorate this year
with a forecast headline general government deficit of 2% of GDP.

-- S&P expects the net general government debt ratio to increase
to 33% of GDP from 24%. This largely reflects local currency
depreciation--almost all public debt is denominated in foreign
currencies.

-- Accumulated central bank foreign exchange reserves should allow
the government to meet its foreign debt payments over the next 12
months, even if it has no access to commercial bond markets.

S&P said, "We consider that Belarus' fiscal position has followed
an improving trend in recent years. The authorities have put an
increasing emphasis on budgetary performance, including raising the
previously subsidized utility tariffs to cost-recovery levels,
limiting the amount of extended guarantees, and prioritizing
investment projects. We estimate that, last year, the general
government budget posted a headline surplus of 2.3% of GDP,
exceeding our previous forecast.

"Nevertheless, we project that fiscal performance will deteriorate
this year, mainly because of our revised economic projections. We
now expect the general government deficit to be 2% of GDP, compared
with the 1.5% of GDP surplus we forecast previously. We also
anticipate that, similar to other countries, Belarus may be forced
to introduce additional fiscal measures to bolster the economy
during the COVID-19 pandemic. Such measures have not been announced
so far, making it difficult to predict their ultimate fiscal cost.
However, this could be substantial."

Positively, according to the authorities, a number of emergency
funding arrangements--directly related to mitigating the impact of
COVID-19--are available to Belarus from several international
financial institutions, including the World Bank, Asian
Infrastructure Investment Bank, European Investment Bank, European
Bank for Reconstruction and Development (EBRD), and the IMF. The
latter, for instance, could lend the central bank of Belarus up to
US$450 million (around 1% of GDP) annually over a two-year period.
S&P understands that the government's aim is to reduce any
immediate COVID-19-related budgetary pressures and to rely
principally on more affordable long-term credit lines from
international financial institutions to spread the cost over time.

Additionally, Belarus' fiscal position remains vulnerable to
adverse movements in the exchange rate. This is because close to
95% of general government debt is denominated in foreign
currencies. Consequently, we forecast that BYN exchange rate
depreciation will contribute to an increase in the net general
government debt ratio from 24% of GDP at the end of 2019 to almost
33% by the end of 2020. Beyond then, public leverage should
stabilize at close to 35% of GDP over the medium term, as economic
prospects improve and exchange rate movements stabilize.

Importantly, headline general government balances do not fully
reflect the actual fiscal stance in Belarus. This is because the
cost of construction of a new nuclear power plant in the north of
the country has been booked below the line, so that official
statistics on consolidated budgetary performance exclude this
expenditure. The authorities estimate the plant's total cost at
$6.5 billion-$7.0 billion (12% of 2019 GDP). It is primarily
financed by a bilateral loan from Russia, which can be drawn on up
to $10 billion. S&P said, "We understand that to date, about $4.5
billion has been drawn. We add the nuclear power plant-related
expenditure directly to our debt estimates, which explains the
steeper increase in net general government debt compared with the
increase implied by the headline fiscal balances over the next
three years."

S&P said, "We still see risks stemming from the project, given that
several EU countries have announced that they do not intend to buy
electricity generated by the plant because of safety concerns.
However, because there have been some delays in construction on the
Russian side, we understand that the two governments will
renegotiate the loan conditions to prolong its maturity and reduce
the interest rate."

Another risk to Belarus' public finances stems from taxation
changes in the Russian oil sector. Russia is implementing the
so-called "tax maneuver," under which it would effectively replace
the customs duty it places on its oil exports with a tax on
extraction. This would erode some of Belarus' revenue. Previously,
oil from Russia was supplied to Belarus free of the export duty.
Belarus, in turn, refined the oil and exported it further to
Europe, imposing its own export duty and keeping the proceeds.
Under the tax maneuver, the Russian oil export duty is set to
gradually decline to 0% by 2024 and be replaced by Russian domestic
mineral extraction tax. The maneuver means that--unless Russia
offers compensation--by 2024, Belarus will, in practice, be
importing oil at world market prices. It remains unclear whether
the two countries can come to an agreement that compensates Belarus
for these changes.

S&P said, "We consider that global financial conditions for
emerging markets have tightened substantially in recent weeks amid
a general increase in aversion to risk due to the spread of
COVID-19 and wider concerns regarding an impending global downturn.
Consequently, the planned February 2020 Belarus Eurobond issuance
did not materialize and we anticipate that Belarus' access to
commercial bond markets could be restricted in the coming months.

"That said, we estimate that even if the country has no external
bond market access, Belarus should be able to meet all upcoming
public debt payments over the next year. As of end-2019, gross
foreign exchange reserves amounted to $9.3 billion, which
represents a substantial increase from the 2016 level of less than
$5 billion." Adjusting for domestic and some foreign debt
denominated in foreign currency and booked directly on the balance
sheet of the central bank, as well as reserve requirements on
resident foreign exchange deposits, net central bank foreign
exchange reserves amount to a more modest $6 billion.

Nevertheless, that cushion should provide the government with the
headroom necessary to redeem its external debt in the near future.
S&P said, "We estimate that external public debt service totals
$2.5 billion this year with $1.6 billion principal repayments and
$0.9 billion interest payments. Almost the entire amount pertains
to repaying official bilateral and multilateral loans, mostly to
Russia and China, with less than $200 million in commercial debt
payments. We also understand that, in a stress scenario, Belarus
could consider agreeing additional bilateral credit lines with
Russia or China, or could turn to the IMF, although the latter
could prove more politically challenging. In addition to foreign
debt coming due, Belarus is due to repay close to $1 billion of
domestic debt in 2020, but we anticipate that most of this amount
will be rolled over."

More broadly, Belarus' balance-of-payments vulnerabilities continue
to constrain the sovereign ratings. Although current account
deficits have moderated over the past four years, averaging about
2% of GDP, the stock of accumulated external debt remained high at
around 62% of GDP at the end of last year.

S&P said, "We forecast that Belarus will post current account
deficits averaging 2% of GDP through 2023. To a large degree, this
reflects the primary income deficit and related reinvested earnings
that are booked as net FDI financing in the balance of payments.
Adjusted for this effect, we forecast Belarus' current account will
remain close to balance over the forecast horizon to 2023. Refined
oil products constitute close to 25% of the export basket and we
project that the recent crash in oil prices will underpin exports
contracting by 20% in dollar terms this year. Nevertheless, because
Belarus imports all its oil from Russia, the cost of inputs will
reduce as well and we anticipate only a modest widening of the
current account deficit in nominal terms in 2020.

"In our view, Belarus' monetary policy flexibility has improved in
recent years, albeit from previously very low levels. We view the
Belarusian ruble as largely floating, though still subject to
occasional interventions in the foreign exchange market. Although
the National Bank of the Republic of Belarus (NBRB, the central
bank) has intervened on a few occasions in recent weeks to support
the currency amid elevated volatility, we do not expect it will do
so on a systematic basis." This is, in part, because its net
available firepower remains limited, especially if upcoming public
debt repayments are taken into account.

The authorities have also reduced directed lending via
state-controlled commercial banks. S&P said, "We understand that
the government plans to phase out directed lending completely in
the near future. The NBRB has also abandoned the monetization of
fiscal expenditure, which led to hyperinflation over 2011-2012. Its
medium-term goal is to move to full inflation-targeting. In our
view, it has already made important progress toward this goal." For
example, in 2018, inflation fell below 5% for the first time in
Belarus' post-Soviet history, against the NBRB's target of no more
than 5%.

That said, substantial constraints on monetary policy remain. In
S&P's view, the NBRB lacks the operational independence to make key
decisions regarding its policy direction. The weak position of the
banking system, high deposit dollarization (above 50%), and
underdeveloped domestic capital market in local currency also
inhibit the monetary transmission channel. Even domestic public
debt is still predominantly denominated in foreign currencies.

High levels of foreign-currency denominated resident deposits and
loans pose downside risks for the banking system, in S&P's view.
Specifically, recent local currency depreciation, coupled with
expected economic recession, would likely have a negative impact on
the asset quality of the banking sector over the medium term. This,
in turn, could translate into higher credit losses that would put
pressure on banks' profitability and capitalization. NBRB has
recently introduced a number of countercyclical and forbearance
measures for the financial sector, in response to the worsening
global economic outlook.

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

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

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

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

  Ratings List

  Ratings Affirmed

  Belarus
   Sovereign Credit Rating                B/Stable/B
   Transfer & Convertibility Assessment   B

  Belarus
   Senior Unsecured       B




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D E N M A R K
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KADEAU RESTAURANT: Files for Bankruptcy Amid Coronavirus Crisis
---------------------------------------------------------------
The Local reports that the Kadeau Restaurant group, which owns a
one Michelin star restaurant on Somarken beach on the island of
Bornholm, and a two Michelin-starred eatery in Christianshavn,
Copenhagen, on March 30 filed for bankruptcy.

Despite government financial support, the coronavirus lockdown is
starting to bite, The Local notes.

According to The Local, Magnus Klein Kofoed, the group's chief
executive, told Denmark's Finans newspaper "We have had to throw
the towel in the ring and file for bankruptcy.  This crisis has hit
us at the worst possible time".

He said that his restaurants tended to have strong cashflow over
the summer but run at a loss over the winter, meaning the crisis
had hit them at a time when the group's coffers were near empty,
The Local relates.

The group announced that it was closing its two restaurants before
the Danish government brought in its ban on sit-down restaurants,
The Local discloses.




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F I N L A N D
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STOCKMANN: Files for Corporate Restructuring
--------------------------------------------
Tarmo Virki at Reuters reports that Finnish department store owner
Stockmann, which filed for corporate restructuring this week hurt
by the impact of the coronavirus, said on April 7 that more than
50% of its creditors have indicated they support the
restructuring.

Known for its upmarket department stores, Stockmann has struggled
for years in the face of a consumer shift to online shopping,
prompting cost cuts and divestments, Reuters relates.




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F R A N C E
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EUROPCAR MOBILITY: S&P Cuts Rating to 'B-' on COVID-19 Effects
--------------------------------------------------------------
S&P Global Ratings downgraded Europcar Mobility Group S.A.
(Europcar) to 'B-' from 'BB-', and lowered its issue ratings on the
group's debt.

S&P is placing the ratings on CreditWatch with negative
implications given the company's current weak liquidity position,
and because its ratings already incorporate additional liquidity to
be secured over the coming weeks.

The coronavirus pandemic has affected the company at a challenging
time, given liquidity is usually at a seasonal low in the first
quarter, when earnings and cash flows are negative. S&P said,
"Assuming minimal revenues, as European economies remain either in
lockdown or under social distancing measures, we calculate the
group will need at least EUR160-EUR180 million of liquidity in the
next three months to cover its fixed charges, including wages,
fleet maintenance costs, capital expenditure, and cash interest
payments, net of forecast revenues. We estimate the group does not
currently have sufficient available corporate liquidity, including
cash and undrawn corporate RCF funds, to cover its net fixed
charges over the next three months."

S&P expects Europcar to receive financial support from lenders and
the French state in the coming weeks.

Last week, the French state approved a EUR300 billion loan
guarantee scheme to support companies affected by COVID-19. S&P
said, "We understand the group is eligible to a 90%
state-guaranteed loan for up to 25% of the total turnover generated
in France. While discussions with lenders are ongoing, we have
incorporated into our base-case scenario that the facility is
executed and available in the next three weeks." In addition,
Europcar is in final negotiations for local facility financing in
the U.S. The new facility will refinance the intra group loan that
Fox received from Europcar Europe via it drawing down funds under
the existing group corporate RCF, to finance the acquisition of new
vehicles. Once the refinancing transaction is complete, the
additional liquidity will become fully available to the group.

S&P's base-case scenario already assumes that additional liquidity
under negotiation is executed and available over the coming weeks,
but risks remain to the sustainability of the capital structure.

S&P said, "Assuming successful execution of the proposed new
facilities, this would provide additional liquidity by our
estimation, to trade through to at least June, which we estimate
will require at least EUR160 million-EUR180 million of uses, net of
revenue. However, if present conditions continue longer than
anticipated or turn out to be more severe than our base-case
scenario, the group might require further liquidity or support
beyond July. In addition, the contemplated liquidity support is
adding further to corporate debt, which once used becomes permanent
debt in the capital structure, until such time as the group can
ramp up trading again. Europcar had drawn corporate debt, including
RCF and unsecured notes at Dec. 31, 2019. of EUR1.6 billion.
However, when considering the liquidity, which was drawn to cover
the first three months of 2020 then further the additional
facilities currently contemplated, we estimate corporate debt will
increase very materially above EUR1.6 billion for quarter two
2020.This is against what we estimate will be negative EBIT in
fiscal 2020 and EUR268 million in fiscal 2019."

Europcar's credit profile deteriorated in 2019.

Credit metrics weakened due to the previously flagged issues in the
third quarter, which included lower demand due to the impact from
Brexit on some business traveller accounts. This led to fleet
overcapacity, putting pressure on prices and affecting costs as
Europcar reallocated the cars across segment and accelerated
defleeting, to maintain stable level of use. Operating performance
deteriorated with earnings and cash flows being significantly lower
than expected. On a comparable basis, before the adoption of IFRS
16, S&P calculates Europcar's:

-- Adjusted EBIT margin tightened to 10.8% in 2019, from 12.9% in
2018

-- Adjusted funds from operations (FFO) to debt to 12.3% in 2019,
from 15% in 2018

-- Adjusted EBIT interest coverage to 1.4x in 2019, from 1.7x, in
2018

S&P said, "After considering the adoption of IFRS 16, we calculate,
Europcar's adjusted EBIT margin, adjusted FFO to debt, and adjusted
EBIT interest coverage reached 8.9%, 16.1%, and 1.4x respectively,
in 2019.

"We anticipate the coronavirus outbreak in Europe will result in a
material decline in 2020 credit metrics.

Over the past three weeks, the spread of COVID-19 increased
markedly, particularly in Europe, with several countries moving
toward lockdown, with all but basic societal functions on hold.
Travel is being curtailed, with passenger counts down sharply and
rental car companies experiencing knock-on effects. S&P Global
Ratings' current base-case scenario is for the COVID-19 virus to
peak in June-August 2020, although social distancing may continue
well beyond this point and the situation remains fluid. The reduced
demand for car rental throughout Europe, is likely to place
material pressure on Europcar's bookings and we expected earnings
and cash flow to be significantly affected because the group has a
high fixed-cost structure. Given the severity of the COVID-19
situation, Europcar withdrew its earnings guidance for the year on
March 23, and announced cost-savings measures to preserve cash flow
and liquidity through 2020.

Any relaxation of confinement measures following the virus' peak in
June-August, as per S&P's base-case scenario, might not result in
an immediate bounce-back in demand

Restrictions on movement in Europe are putting a severe dent in
economic activity. The effect on the economy and subsequent return
to normality is also uncertain. Moreover, it is possible that
governments could continue with lockdowns, social distancing, or
containment measures in managing the capacity response in their
healthcare systems. As such, S&P also see downside risks that any
relaxation of measures following the virus' peak in June-August,
will not result in an immediate recovery in travel, resulting in
low visibility on earnings and cash generation for Europcar for the
current and next fiscal year.

The CreditWatch placement reflects the company's weak liquidity
position, not-yet-executed state and lenders' financial support,
uncertainty regarding the pandemic's duration, and what impact it
might have on further requirements for liquidity or sustainability
of the capital structure.

S&P said, "We could lower the rating in the next few weeks if the
execution of the new liquidity facilities was not progressing or if
there were any delays in funding timing. We could also lower the
rating if the impact of COVID-19 resulted in an inability to
maintain sufficient liquidity and covenant headroom. A downgrade
could occur as well if credit metrics deteriorated, such that we
viewed the capital structure as unsustainable.

"We could affirm the 'B-' ratings if we assess Europcar as likely
to maintain sufficient liquidity and covenant headroom, such that
the group could meet its fixed obligations through any lockdown
period and no specific default scenarios were envisaged because of
liquidity shortfalls or potential covenant breaches. Any
affirmation would also require Europcar to maintain, in our view, a
sustainable capital structure.

"In resolving the CreditWatch placement, we plan to update our
base-case forecast for Europcar's revenue, EBITDA, cash flows,
liquidity, and, critically, the not-yet executed financial support
from the state and lenders."


KAPLA HOLDING: S&P Cut Rating to 'B' on COVID-19 Uncertainties
--------------------------------------------------------------
S&P Global Ratings lowered its ratings on France-based equipment
company Kapla Holding (Kiloutou) and its debt to 'B' from 'B+'. The
'3' recovery rating is unchanged, reflecting S&P's expectation of
meaningful recovery prospects (50%-70%; (rounded estimate: 55%) in
the event of a payment default.

The effect of COVID-19 on Kiloutou's French customers could hurt
the group's results--at least in the short term--and erode its
credit quality.  To curb the spread of COVID-19, particularly in
Europe, governments have locked down entire cities or countries.
Equipment rental providers are therefore experiencing a sudden drop
in revenue and cash flows. As a result of the measures, many of
Kiloutou's customers, especially those in France, have closed their
work sites. S&P said, "Consequently, we expect its revenue from
rental equipment will be materially lower--at least in the short
term--until the pandemic abates. On the other hand, in previous
economic downturns, Kiloutou was able to react quickly to a sudden
drop in demand by limiting capital expenditure (capex) and M&A
spending. Kiloutou generates most of its sales and more than 84% of
its revenue in France, with the balance coming from other European
countries. We therefore consider Kiloutou to be more highly exposed
to France's strategy to contain COVID-19 than certain of its rated
equipment rental peers like Loxam (with about 40% of revenues
generated in France)."

S&P said, "We think Kiloutou could reduce costs but still foresee
significant pressure on profitability.  We project a spike in S&P
Global Ratings-adjusted debt to EBITDA of 7.0x-7.5x and expect
funds from operations (FFO) to debt will weaken to 10.5%-11.0% in
2020. Once the pandemic has abated and recovery is underway, we
expect Kiloutou's profitability and credit metrics to recover, with
leverage trending back toward less than 6.5x in 2021 and FFO to
debt to about 12%. If the pandemic or government-imposed
restrictions last longer than expected, or the recovery is not as
quick as we envisage, rating pressure could increase. Absent the
impact of COVID-19, we consider Kiloutou to be a fundamentally
robust business with good growth and deleveraging prospects. Its
2019 results were broadly in line with our expectations, with debt
to EBITDA at 4.0x-4.5x, and the company traded well through the
start of 2020 until the pandemic hit. In our previous base case, we
forecast S&P Global Ratings-adjusted leverage of about 4.5x in 2019
and around 4.1x in 2020."

Kiloutou's ability to rapidly reduce investment to preserve its
liquidity and credit metrics will be crucial to weathering the
pandemic.  We expect Kiloutou will protect cash and cut costs as
much as possible during this period of subdued demand, including
furloughing staff and reducing logistics costs quickly as volumes
dry up. Previously, Kiloutou planned to undertake up to EUR190
million of gross fleet expenditure in 2020. We now expect the
company could feasibly reduce this to less than EUR120 million,
which will support free operating cash flow (FOCF). We also expect
Kiloutou to postpone all new M&A activity and tighten its working
capital, as many other European issuers are doing to preserve
liquidity. We estimate that staff costs represent about 35% of the
group's cash expenses and management 15%. The French government's
announcement that it would support 70% of companies' lay-off costs
will partly offset FOCF consumption estimated at around EUR10
million in 2020. As a result of these measures, we think Kiloutou
has enough cash to face a potential three-month shutdown in France.
As of April 2, 2020, Kiloutou had EUR96 million of unrestricted
cash on the balance sheet and EUR120 million from revolving credit
facility (RCF) that the company has decided to fully draw. We think
this should be sufficient to cover the group's minimum operating
cash expenditure in the coming months, including debt interest,
assuming the group cuts costs." Moreover, he group has no material
debt maturities before 2025.

S&P Global Ratings acknowledges a high degree of uncertainty about
the rate of spread and peak of the coronavirus outbreak.   Some
government authorities estimate the pandemic will peak about
midyear, and we are using this assumption in assessing the economic
and credit implications. S&P said, "We believe the measures adopted
to contain COVID-19 have pushed the global economy into recession.
As the situation evolves, we will update our assumptions and
estimates accordingly."

S&P said, "The negative outlook indicates that we could lower the
rating on Kiloutou over the next few months if additional
government measures to halt the pandemic results in even lower
equipment rental volumes and therefore weaker financial results or
liquidity.

"We could lower the rating over the next few months if Kiloutou's
adjusted debt to EBITDA stays above 7.0x or FFO to debt is less
than 12% for a prolonged period, with FFO interest coverage below
3.0x and limited prospects for a swift recovery.

"We could revise the outlook to stable if equipment rental volumes
rebound in the second half of 2020, such that the group looks set
to recover profitability, leverage, and FOCF broadly to 2019
levels."


NOVARTEX SAS: Fitch Downgrades LT Issuer Default Rating to CC
-------------------------------------------------------------
Fitch Ratings has downgraded Novartex SAS' Long-Term Issuer Default
Rating to 'CC' from 'CCC'.

Novartex SAS directly owns Vivarte SAS, the French affordable
fashion retailer.

The downgrade reflects the impact of the coronavirus crisis, which
has aggravated Vivarte's already weak credit profile with sharply
risen liquidity risks and a heightened need for immediate and
radical restructuring measures to avoid a near-term default or
default-like process. Despite the support announced by the French
government to back businesses during the pandemic, it remains
uncertain whether the company will receive liquidity support in the
form of state-guaranteed loans.

Unlike other low non-investment grade rated companies, who have
chosen to draw most or all of their available committed funding,
Novartex has no such option. The coronavirus crisis has put Vivarte
in a more precarious position, raising doubts over its ability to
remain a going-concern in the next few months.

KEY RATING DRIVERS

Severe Impact of Coronavirus: The coronavirus outbreak has
exacerbated the company's operating risks and the pace of liquidity
consumption. Fitch estimates liquidity will only last for few
months. Much of the current cash reserves will be locked in
inventories due to residual stocks from last year's winter
collection, in combination with a compromised current spring/summer
season. This leaves the business with insufficient resources to
invest in the next fall/winter collection and to continue trading,
i.e. remain a going-concern. Consequently, when the coronavirus
crisis abates in the next few weeks or months, it will leave a
lasting profound impact on Novartex's credit profile.

Accelerated Liquidity Erosion: Assuming Novartex's ability to
immediately cut all non-essential capex and operating spending,
suspend or postpone rental payments into FY21 (financial year end
August) along with labour costs being reimbursed by the French
government, Fitch projects that most of current liquidity reserves
- estimated at end-March 2020 at EUR75 million - will be consumed
towards FYE20. This faster liquidity erosion with headroom of less
than 12 months contrasts with its prior expectations and drives its
two-notch downgrade.

Extent of Government Support Uncertain: While Fitch believes
Novartex is eligible for state-backed loans, its history of repeat
operating failures and debt restructurings put a lot of uncertainty
over the willingness of commercial banks to accept credit exposure
without being fully covered by the state. Novartex's viability is
fully dependent on the ability to procure instant liquidity of at
least EUR50 million as estimated by Fitch which, together with all
the cost-cutting measures, will be critical to avoid a default or
default-like process in the next few months.

Rent Restructuring Unavoidable: With limited restructuring options
at hand, Fitch views lease restructuring (cost of around EUR150
million in FY19), as unavoidable. Vivarte has announced its
intention to stop rental payments over the duration of shop
closures. Under Fitch's Distressed Debt Exchange (DDE) Criteria,
this temporary non-payment under lease obligations will not
constitute an event of default, particularly with the lessee not
being able to use the property according to the terms of the lease
agreement. However, should Vivarte announce a re-negotiation of its
rental agreements undertaken explicitly to avoid bankruptcy,
including the use of court-sanctioned or court-supervised process,
which would force landlords to accept permanently reduced lease
terms, Fitch will likely consider this a DDE.

Absence of Funding Options: Vivarte's persistently weak operating
performance and multiple debt restructurings have markedly reduced
funding options. In its view short-term funding, to the extent it
becomes available, will help close a near-term liquidity gap, but
will not be sufficient to support business restructuring and ensure
Vivarte's viability.

Limited Online Operations: Vivarte has limited online capabilities,
with e-commerce sales representing around 4% of its turnover. In
response to the coronavirus outbreak, it has shut down La Halle's
online trading, with two remaining brands Minelli and Caroll
offering products online. However, the two brands are quite small,
while delivery is experiencing delays of several days due to
reduced working hours at logistics services providers and partly
restricted accessibility to some regions of France. We, therefore,
do not see a material contribution from this distribution channel
to meaningfully compensate for lost in-stores sales.

DERIVATION SUMMARY

Compared with New Look Bonds Limited (CCC+), Fitch regards Vivarte
as a weaker credit due to its disrupted business model, uncertain
recovery prospects, irreversible FCF losses and absence of
alternative funding options. This makes Vivarte less likely to
manage the crisis and remain a going- concern in the next 12
months.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

  - No revenues for three months (mid-March to mid-June 2020) as a
consequence of the retail estate shutdown in France, followed by a
50% decline in footfall in July and 30% in August versus monthly
sales levels in seen in FY19;

  - Gradual catch-up in FY21 leading to sales recovering to EUR1
billion in line with its pre-crisis assumptions and assuming the
company will secure medium-term funding;

  - Staff costs to be ultimately paid by French Social Security
authorities during the shutdown period;

  - Rents due during the shutdown period are postponed and paid in
FY21, representing around EUR36 million and remaining at around 13%
of sales from FY21 onward;

  - Negative EBITDA of EUR60 million, with EBITDA margins returning
to breakeven in FY21 and 3%-4% thereafter;

  - Change in working capital having a negative cash impact of
around EUR55 million over FY20, combined with a further adverse
EUR20 million impact in FY21 and cash-neutral thereafter;

  - Capex to be reduced to a minimum EUR10 million in FY20, EUR15
million in FY21 and EUR20 million thereafter; and

  - Restructuring costs projected at EUR20 million-EUR25 million a
year.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  - Ability to secure access to liquidity, allowing Vivarte to
continue trading and remain a going-concern at least for the next
24 months; and

  - Signs of stabilisation in operations with neutral or slightly
positive EBITDA and FFO fixed charge cover above 1.0x.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - Inability to obtain instant funding and remain a going-concern
during the next 12 months;

  - Public announcement of bankruptcy proceedings, or lease
restructuring undertaken explicitly to avoid bankruptcy involving a
substantial number of landlords and including the use of
court-sanctioned or court-supervised process, which Fitch will
likely view as DDE.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity Reserves Sufficient for Short-Term: Fitch estimates that
Vivarte had approximately EUR75 million cash on balance sheet at
end-March 2010. Fitch believes that much of the liquidity will be
consumed by August 2020 resulting in insufficient resources to meet
increased liquidity needs in late summer 2020 when the company
starts building up inventories for the winter collection. In the
absence of liquidity and financing sources through loans or equity
injections Fitch estimates that Vivarte could fully exhaust its
liquidity resources, becoming de-facto insolvent in the next few
months. Vivarte has no undrawn liquidity lines.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).

PARTS HOLDING: S&P Downgrades Rating to 'B-', Outlook Negative
--------------------------------------------------------------
S&P Global Ratings lowered its ratings on Parts Holding Europe SAS
(PHE) and its debt to 'B-' from 'B'.

The coronavirus pandemic will hurt PHE's operating performance in
2020.  PHE is an independent distributor of spare parts for light
vehicles and trucks, deriving all its sales from Europe. S&P said,
"We believe that governments' actions to contain the spread of the
new coronavirus in Europe by restricting people's movements will
likely hurt demand for auto spare parts. The company expects its
sales to decrease by up to 80% during the period of lockdowns. We
understand that management is taking drastic actions to reduce
fixed costs and investments. These include the closure of sites,
use of partial unemployment, freezing of discretionary spending
such as marketing or travel expenses, and cuts in capital
expenditure. Nevertheless, we believe that PHE's debt to EBITDA (as
adjusted by S&P) could increase to above 10.0x in 2020(compared
with an already high level of 8.3x in 2019). Our downgrade to 'B-'
reflects our expectations that the countercyclical nature of PHE's
business should mitigate the possible negative impact from COVID-19
on the global economy beyond 2020 and help PHE to restore debt to
EBITDA ratio to below 8.5x and generate positive free operating
cash flow."

PHE's 2019 credit metrics continue to reflect its aggressive
acquisition strategy.   In 2019, PHE's sales increased to about
EUR1.8 billion, up by about 23% compared with the previous year.
The company benefited from solid organic growth of 4.5% and
additional revenue from acquisitions. PHE's EBITDA (after our
adjustments) increased to about EUR169 million from about EUR151
million the previous year, thanks to the ongoing purchasing
synergies from recent acquisitions. Nevertheless, S&P's adjusted
debt to EBITDA ratio remained high at 8.3x compared with 8.6x in
2018, reflecting the dilutive impact from the Oscaro acquisition
and the timing of the acquisition of Spanish company AD Bosch.
Oscaro's EBITDA turned positive in 2019 but its margin remained
below the group's average. In addition, the debt to acquire AD
Bosch was fully booked at year-end 2019 while AD Bosch's EBITDA
contribution started only in August 2019.

S&P said, "We continue to assess PHE's liquidity as adequate.  The
company's cash position as of March 27, 2020, benefited from the
payment of rebates from suppliers in first-quarter 2020, and stood
at about EUR155 million (including drawings of EUR28 million under
the revolving credit facility). PHE's management has indicated that
it was able to reduce its fixed charges (including interest) to
EUR20 million-EUR25 million per month. We believe that PHE has
sufficient liquidity sources to cover its needs over the next few
months even assuming working capital outflows."

The negative outlook reflects the risk that PHE's liquidity cushion
could become thinner due to a longer-than-expected period of weak
demand due to the COVID-19 situation in Europe.

S&P said, "We could lower our ratings if PHE is unable to restore
its debt to EBITDA ratio to below 8.5x by 2021, free operating cash
flow turns negative, of if liquidity weakens due to ongoing weak
demand impact of the COVID-19 pandemic in Europe or to unforeseen
working capital outflows.

"We could revise our outlook to stable if PHE's operations
normalize in second-half 2020 with prospects for positive free
operating cash flow generation, while the company maintains an
adequate liquidity position."




=============
G E O R G I A
=============

GEORGIA CAPITAL: S&P Cuts Rating to 'B' on Increased Leverage Ratio
-------------------------------------------------------------------
S&P Global Ratings lowered its ratings on investment holding
company Georgia Capital to 'B' from 'B+'.

S&P Global Ratings-adjusted loan-to-value (LTV) ratio is no longer
consistent with the ratings as the COVID-19 outbreak led to a
substantial increase of the LTV ratio to about 40% from less than
25% in July 2019.   The downgrade reflects the decline in Georgia
Capital's portfolio value by about 25% (after applying a 30%
haircut on unlisted assets' most recent values) since July 2019 and
the lari's depreciation of about 20% at its peak versus the U.S.
dollar in recent months. The lari has depreciated by 11% against
its value on Dec. 31, 2019. Georgia Capital's current leverage is
higher than the 30% LTV ratio commensurate with our 'B+' rating.
Therefore S&P lowered its rating to 'B'.

A decline in the share of listed assets erodes asset liquidity.  
S&P said, "We note that, since July 2019, Georgia Healthcare
Group's share price has declined by more than 60% and that of Bank
of Georgia PLC by more than 30% because of recent equity markets
volatility generated by the COVID-19 pandemic. The former accounts
for about 15% of Georgia Capital's portfolio and Bank of Georgia
25%, after our adjustments to the unlisted asset portfolio value.
Additionally, in assessing the value of the company's unlisted
assets, we applied a 30% haircut to recently reported value to
reflect a decline in valuation multiples of peer companies. As a
result, the share of listed assets in Georgia Capital's portfolio
declined to 40% from about 50% in July 2019. If the share of listed
assets remains below 40%, we could revise down our assessment of
Georgia Capital's investment positon."

Lower dividend income in 2020 reduces deleveraging opportunities
and the cash adequacy ratios could weaken.  Recent capital markets
volatility and implications of a global recession are likely to
affect Georgia Capital's dividends from investee companies. S&P
said, "We now expect its dividend income will decrease to just
Georgian lari (GEL) 30 million ($9.1 million) in 2020 from more
than GEL120 million in 2019, of which GEL70 million is a recurring
dividend. We believe dividends from key dividend generating assets,
such as Bank of Georgia, will be negligible and expect only private
companies, such as Georgian Global Utilities and P&C Insurance, to
continue upstreaming dividends comparable to those in 2019." As a
result, Georgia Capital's cash flow adequacy ratio could decline to
about 0.8x for 2020 from more than 1.5x for 2019. S&P, also
understands the company is considering the sale of several of its
private assets in the coming months, but the timing and scale are
uncertain and could be difficult to implement in the current
environment.

Investment portfolio remains fully concentrated on Georgia. Georgia
Capital's investee companies are solely exposed to economic and
business conditions in Georgia; according to management its
investee companies' share of Georgia's GDP is about 10%. The
Georgian economy remains constrained by relatively low per capita
income (estimated at $4,200) and balance-of-payments
vulnerabilities. However, the impact of COVID-19 could exert
pressure on the economy. Georgia was upgraded to 'BB' from 'BB-' in
October 2019 on improved economic resilience and has maintained
comparatively high growth rates over the past few years, even in a
challenging external environment. The economy expanded by nearly 4%
on average over 2015-2018, weathering periods of anemic external
demand as trading partners were hit by falling oil prices and some
fell into recession, while regional currencies were devalued.

The relatively small portfolio and weak weighted average credit
quality constrain the rating.   In S&P's view, Georgia Capital's
weighted average creditworthiness of investee companies is in the
'B' rating category. With a portfolio size of about $600 million,
Georgia Capital's investment portfolio is smaller than that of many
other rated investment holding companies globally, which increases
concentration risks.

Good competitive positions of key investee companies support the
rating. Of the companies Georgia Capital has invested in, Bank of
Georgia is the largest provider of banking services in Georgia,
with a market share of about 40%. Georgian Global Utilities is a
water utility monopoly in capital city of Tbilisi and surrounding
area. Georgia Healthcare Co. is the largest pharmaceuticals
distributor and private owner of hospitals in Georgia, with market
shares of 30% and 25% in the respective segments.

S&P said, "The stable outlook reflects our view that Georgia
Capital's LTV ratio will remain below 45% in the next 12 months due
to management's proactive measures to maintain leverage
commensurate for the current rating and to selective disposals. We
also expect Georgia Capital to maintain its liquidity buffers and
refrain from lending and making capital contributions to investee
companies until dividend inflow increases to previous levels and
cash flow adequacy ratio recovers to more than 1x.

"We could lower the rating if there are any signs that Georgia
Capital's liquidity is deteriorating. We could also lower the
rating if Georgia Capital's LTV remains above 45% or cash flow
adequacy ratio declines to less than 0.7x and the company does not
take immediate action to restore its credit metrics. Rating
pressure could also result from a material deterioration of the
credit quality of any of Georgia Capital's core investments, which
would erode valuations and increase the likelihood of Georgia
Capital having to inject fresh capital for support.

"We could raise the ratings if Georgia Capital's portfolio
characteristics--such as liquidity, asset quality, and portfolio
diversification--materially improve." In addition, portfolio
valuation increases keep LTV ratios well below 30% and management's
strong commitment to a more stringent financial policy with a
positive track record could prompt a positive rating action
upgrade. An upgrade would depend on liquidity remaining adequate.




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

GALERIA KARSTADT: Files for Creditor Protection in Germany
----------------------------------------------------------
Boris Groendahl at Bloomberg News reports that Signa Holding GmbH's
department store chain Galeria Karstadt Kaufhof filed for creditor
protection in Germany after management decided against requesting
for state aid.

Galeria said in an e-mailed statement a court in Essen, Germany,
accepted the request, Bloomberg relates.

Under creditor protection, the company will be allowed to
restructure while its stores remain closed to fight the spread of
coronavirus, Bloomberg states.  The lockdown is causing a revenue
loss of about EUR80 million (US$87 million) per week, Bloomberg
relays, citing the statement.

According to Bloomberg, the statement said Galeria was considering
to apply for German state bank KfW's EUR500 billion liquidity
program, but needed to move fast to stem the losses.

The statement said the company's holding company Signa provided
EUR140 million in fresh capital to support the restructuring and is
ready to invest additional funds, Bloomberg notes.

HORNBACH BAUMARKT: Moody's Reviews Ba3 CFR for Downgrade
--------------------------------------------------------
Moody's Investors Service placed on review for downgrade Hornbach
Baumarkt AG's Ba3 long-term corporate family rating and its Ba3-PD
Probability of Default Rating. Concurrently, Hornbach's EUR250
million worth of senior unsecured notes due 2026 have also been
placed on review for downgrade.

"Our decision to place Hornbach's ratings on review for downgrade
reflects our expectations that the spread of the coronavirus will
hurt the company's earnings and its credit metrics in the first
half of the company's fiscal year ending February 2021" said
Francesco Bozzano, Moody's AVP and the lead analyst on Hornbach.

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
considered as a social risk under Moody's Environmental, Social and
Governance (ESG) framework given the substantial implications for
public health and safety, deteriorating global economic outlook,
falling oil prices, and asset price declines are creating a severe
and extensive credit shock across many sectors, regions and
markets. The combined credit effects of these developments are
unprecedented. The retail sector is one of the sectors most
significantly affected by the shock given its sensitivity to
consumer demand and sentiment. More specifically, the weaknesses in
Hornbach's credit profile, including its weak profitability and its
exposure to store retailing, have left it vulnerable to shifts in
market sentiment in these unprecedented operating conditions. The
action reflects the impact on Hornbach of the breadth and severity
of the shock, and the broad deterioration in credit quality it
could trigger.

The rating action reflects Moody's belief that Hornbach will face
very challenging operating conditions in Europe in the next
quarters amid supply chain disruptions, declining demand, mandated
curfews, store closures and dislocation in the financial markets
related to the coronavirus outbreak. The rating agency believes
that the nationwide lockdown recently imposed by many authorities
in Europe will seriously affect demand of non-essential products
and will result in logistic and supply chain issues. Moody's
expects demand for home improvement products to continue in many
countries in Europe as people are confined at home and are
increasingly shopping online. However, Moody's cautions that
Hornbach will face material operational disruptions in the next few
weeks as the outbreak continues, with lower revenue and potential
limitation on the capacity of digital and logistic operations,
which is lower compared to its store network. Over time, this could
hurt the company's earnings and already thin margins, and
ultimately weigh on its free cash flows.

Moody's expects Hornbach will maintain its balanced financial
policy and a good liquidity. While Hornbach needs a large liquidity
buffer because of the significant working capital seasonality,
Moody's considers the company's liquidity as good currently. As at
end of November 2019, the company had a total liquidity of around
EUR750 million, comprising cash of around EUR400 million, and
EUR350 million available under its revolving credit facility (RCF)
maturing in 2023. The company may need to partially draw on its RCF
during 2020 to cover its costs during the coronavirus outbreak. In
addition, whilst Hornbach could compensate potential negative free
cash flows by containing capital expenditures, Moody's would expect
such a measure to be temporary.

ESG CONSIDERATIONS

Moody's regards the coronavirus outbreak as a social risk under its
Environmental, Social and Governance framework, given the
substantial implications for public health and safety. The action
reflects the impact on Hornbach of the breadth and severity of the
shock, and the broad deterioration in credit quality it has
triggered.

STRUCTURAL CONSIDERATIONS

The Bond's Ba2 rating is one notch above the company's CFR because
it benefits from senior guarantees from Hornbach's operating
subsidiaries. These operating subsidiaries account for almost all
of the company's tangible net assets and EBITDA. The EUR295 million
promissory notes issued in fiscal 2018 are not guaranteed by
Hornbach's operating subsidiaries and are therefore subordinated to
the Bond.

The Ba3-PD probability of default rating, in line with the CFR,
reflects Moody's assumption of a 50% family recovery rate, typical
for bond structures with a limited set of financial covenants. Some
of the facilities contain financial covenants (interest coverage of
at least 2.25x and equity ratio of at least 25%), which the company
has been able to meet comfortably to date. Moody's expects the
company to maintain satisfactory headroom to the financial covenant
test in the next 12 months.

RATIONALE FOR THE REVIEW FOR DOWNGRADE

The review will focus on (1) Hornbach's ability to preserve its
operations and liquidity during this period of significant earnings
pressure, (2) the impact on future demand from the spread of
COVID-19, as well as (3) the company's ability to resume like for
like sales growth, supported by organic sales growth and store
expansion and to ultimately deleverage.

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

An upgrade is unlikely in the short term. Upward pressure on the
ratings in the medium term could be exerted as a result of
Hornbach's financial leverage decreasing below 4.5x on a sustained
basis. A higher rating would also require the company to strengthen
its Moody's adjusted EBIT margin above 4% on a sustained basis and
the generation of positive Free Cash Flow.

Conversely, downward pressure could be exerted on the ratings as a
result of a prolonged period of operating disruption, which could
further hurt the company's liquidity and profitability.

Downward pressure could also be exerted if Hornbach's Moody's
adjusted (gross) debt/EBITDA fails to trend below 5.0x supported by
growing underlying revenues and profits interest cover decreases
below 1.5x and if Free Cash Flow remains negative.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail Industry
published in May 2018.

COMPANY PROFILE

Hornbach is a mid-sized home improvement retailer mainly operating
in Germany, with 96 stores as of the end of fiscal 2019, and other
European countries, including Austria (14), the Netherlands (15),
the Czech Republic (10), Switzerland (7), Romania (6) Sweden (7),
Slovakia (4) and Luxembourg (1). The company reported sales of
EUR4.4 billion as of the end of fiscal 2019.

Hornbach's shares are listed on the Frankfurt Stock Exchange.
Hornbach's parent company, Hornbach Holding AG & Co. KGaA, owns
76.4% of Hornbach's share capital, while independent investors own
23.6%. In turn, the Hornbach family owns 37.5% of Hornbach
Holding's total share capital, and the remaining 62.5% are free
float.

LEONI AG: Bailout, Controlled Insolvency Among Options
------------------------------------------------------
David Verbeek at Bloomberg News reports that Quirin Privatbank said
in a note a bailout from the State of Bavaria or a controlled
insolvency of the troubled automotive supplier Leoni cannot be
ruled out at this moment.

According to Bloomberg, analyst Daniel Kukalj said controlled
insolvency is "maybe the best option".

Mr. Kukalj said unchanged unfavorable net debt situation is very
worrying.  He said Leoni is system-relevant for European,
especially German OEMs, and a total collapse of the company might
have a "deep negative impact" on the whole auto sector, Bloomberg
notes.

"Leoni needs state aid because during the corona crisis its
production is significantly reduced and accordingly revenues are
declining strongly, while costs are not decreasing to the same
extent and at the same pace," a Leoni spokesman, as cited by
Bloomberg, said in an emailed response, referring to CEO Kamper's
remarks made on the conference call earlier on March 30.

Leoni executives said earlier the firm needs state aid to maintain
business operations, and is trying to cover liquidity needs of
"some hundred million euros" with state aid, Bloomberg recounts.

PARK LUXCO 3: Moody's Cuts CFR to B2; Reviews Rating for Downgrade
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Park LuxCo 3
S.C.A., a Germany-based parking operator, including the corporate
family rating to B2 from B1 and the probability of default rating
to B2-PD from B1-PD. The ratings on the senior secured credit
facilities at APCOA Parking Holdings GmbH have also been downgraded
to B2 from B1.

Concurrently, Moody's has placed the ratings on review for further
downgrade. The outlook on all entities was negative prior to the
rating action.

The rating action reflects (i) the impact of the confinement and
travel restriction measures in Apcoa's core geographies following
the rapid spread of the coronavirus outbreak across many regions
and markets, which will have a significant negative impact on
Apcoa's operations and credit quality while these measures remain
in place, and (ii) the weak positioning of Apcoa's B1 ratings as
reflected by the negative outlook prior to the action.

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented.

The car park operating industry has been one of the sectors most
significantly affected by the shock notably because of its exposure
to mobility restrictions. Apcoa also remains vulnerable to
confinement and travel restriction measures should these remain in
place beyond the second quarter of 2020, although this is not
currently Moody's current base case. Moody's regards the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
The action reflects the impact on Apcoa of the breadth and severity
of the shock, and the negative impact it has had on credit
quality-- namely that key credit metrics may not recover to
pre-crisis levels.

The review process will focus on (i) the current market situation
with a review of confinement measures and travel restrictions
across Apcoa's key markets, (ii) the liquidity measures taken by
the company and their impact on the company's balance sheet, and
(iii) other measures being taken by the company to reduce its cost
base and protect cash flows.

Moody's expects a material decline in Apcoa's revenue for at least
two months as of March 2020 due to confinement measures and travel
restrictions across its key geographies, although Moody's
understands that car park management contracts, and contract parker
customers (c. 30% of revenue) in 2019 altogether), are not impacted
by the decline in traffic at this stage. Governmental measures such
as partial unemployment benefits and other initiatives promptly
undertaken by the company will help reduce the company's cost base,
but lower revenues will likely have a more severe impact on EBITDA
if the company fails to suspend or reduce payments associated with
the fixed fees embedded in most of its contracts with parking
owners. That said, Moody's understands that some of the company's
landlords have already consented to this. Fixed rents represented
c.22% of Apcoa's revenue in 2019.

Assuming that confinement measures or travel restrictions are
gradually lifted during May or June in Apcoa's key geographies,
Moody's estimates that Moody's-adjusted debt/EBITDA could
temporarily increase to around 7.5x in 2020 from around 6.0x in
2019 (post IFRS16) while Moody's-adjusted free cash flow could be
negative. That said, there are inherent uncertainties and variables
involved in modeling profitability and cash flows in times of great
uncertainty. A normalization of market conditions will support an
improvement in credit metrics in 2021 although it is difficult to
forecast to what extent at this stage.

Moody's expectations of negative free cash flow during the lockdown
period will weaken Apcoa's liquidity, although it is considered
adequate at this stage. Moody's also understands that, to preserve
its liquidity position, the company has postponed non-essential
capex, which does not include capex related to new business wins.
As of December 31, 2019, the company had EUR52 million of cash and
cash equivalents, and access to a EUR35 million undrawn revolving
credit facility (RCF) although around EUR1 million is used on a
non-cash basis for guarantees. The nearest debt maturity is the
RCF, which expires in March 2023.

While the company currently has sufficient headroom under the net
leverage covenant tested quarterly, Moody's expects covenant
headroom to reduce in the coming quarters reflecting the rating
agency's expectation of lower EBITDA and negative free cash flow as
discussed. Reported pro forma net leverage as per the debt
indenture was 4.8x as of December 2019 compared to a maximum net
leverage of 8.0x.

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

Moody's could take negative rating action on Apcoa's ratings if
confinement measures and travel restrictions extend through the
third quarter of 2020, leading to a further deterioration in credit
metrics and liquidity than Moody's current expectations outlined.
Quantitively, downward rating pressure could materialize if
Moody's-adjusted debt/EBITDA remains sustainably above 6.5x or
liquidity weakens including weak underlying free cash flow.

Upward rating pressure would not arise until the coronavirus
outbreak is brought under control, travel restrictions are lifted,
and car park traffic returns to more normal levels. Over time,
Moody's could upgrade Apcoa' ratings if Moody's-adjusted
debt/EBITDA is sustainably below 5.5x and the company maintains a
solid liquidity profile including Moody's-adjusted free cash
flow/debt in the low to mid single percentage digits.

STRUCTURAL CONSIDERATIONS

The senior secured credit facilities are rated B2, at the same
level as the CFR, reflecting their pari passu ranking and upstream
guarantees from operating companies. The senior secured credit
facilities benefit from first ranking transaction security over
shares, bank accounts and intragroup receivables of material
subsidiaries. Moody's typically views debt with this type of
security package to be akin to unsecured debt. However, the credit
facilities will benefit from upstream guarantees from operating
companies accounting for at least 80% of consolidated EBITDA.

PRINCIPAL METHODOLOGY

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

ZF FRIEDRICHSHAFEN: S&P Cuts LT Rating to 'BB+', On Watch Negative
------------------------------------------------------------------
S&P Global Ratings took rating actions on three European auto
suppliers.

S&P lowered its long-term ratings on ZF Friedrichshafen AG and its
senior unsecured debt to 'BB+' from 'BBB-' and assigned a negative
outlook.

S&P puts on CreditWatch with negative implications its 'BBB-'
long-term ratings on Schaeffler AG and its senior unsecured debt.

S&P also puts on CreditWatch with negative implications its 'BBB-'
long-term ratings on Valeo S.A. and its senior unsecured debt, as
well as its 'A-3' short-term ratings on Valeo.

S&P said, "We expect all three entities to see a steep decline in
revenue and earnings this year, due to weak global auto demand and
corresponding production declines, especially in Europe and the
U.S., as a result of the COVID-19 pandemic and restrictions imposed
by governments to reduce contagion risk. We revised our global
light-vehicle sales projections on March 23, 2020, and now expect a
15% decline in 2020 to less than 80 million units from 90.3 million
in 2019, followed by a recovery in the 6%-8% range in 2021, and we
would expect a similar decline in production rates."

ZF Friedrichshafen AG

S&P said, "The expected deleveraging following the WABCO
acquisition is now further delayed, and we forecast weak funds from
operations (FFO) to debt of 10%-15% in 2020, assuming eight months'
contribution from WABCO, before approaching 20% in 2021. S&P Global
Ratings' ratio of adjusted debt (including all our adjustments,
such as significant postretirement obligations) to EBITDA will
likely exceed 5.0x in 2020 assuming eight months' contribution from
WABCO, before returning to below 4.5x in 2021 if the group's
operations recover in 2021."

Outlook

The negative outlook reflects S&P's view that ZF's credit metrics
could be eroded further by the COVID-19 pandemic in its key regions
and prolonged containment measures by governments.

Downside scenario:

S&P said, "We could lower the rating if we conclude that our
forecast adjusted FFO to debt for ZF is unlikely to recover, owing
to prolonged weakness in global automotive markets or a more
significant decline in its commercial vehicles operations. At the
current rating level we would expect our adjusted FFO to debt
metric for ZF to approach 20% in 2021 and free operating cash flow
to debt to improve to almost 10% in 2021, with FFO to debt
comfortably above 20% in 2022."

Upside scenario:

S&P could revise the outlook to stable if production patterns
returned to normal in the second half of 2020, both in Europe and
the U.S., and China's economy continues to recover.

Schaeffler AG

S&P said, "We expect Schaeffler's adjusted free operating cash
flows to fall significantly to about EUR100 million-EUR300 million
in 2020 from EUR521 million in 2019. Schaeffler's resulting credit
metrics would be weak for the rating, including FFO to debt of
between 20% and 25%, and debt to EBITDA of 3.5x-4.0x in 2020. We
forecast a recovery of Schaeffler's operations in 2021, which could
allow the group to return FFO to debt to about 30% and debt to
EBITDA to below 3x by the end of 2021. Weakening of Schaeffler's
performance will lead to a significant deterioration in the metrics
of the IHO group. We forecast that the IHO group's FFO to debt will
decline to about 16%-20% in 2020, with the potential to return to
20%-25% in 2021. We see IHO group's deleveraging potential as
impaired, since the debt, about EUR3.9 billion as of Dec. 31, 2019,
will need to be serviced through dividends upstreamed by the two
core holding companies--Schaeffler (in which the IHO group holds a
75% stake) and Continental (46% stake)." This effectively
constrains the rating on Schaeffler.

CreditWatch

S&P expects to resolve the CreditWatch placement in the second
quarter of 2020, when we should have additional information on the
duration and effects of the COVID-19 pandemic on Schaeffler's
earnings and cash flows, as well as on the effectiveness of the
group's countermeasures to preserve margins and free cash flow
generation.

Downside scenario:

S&P said, "We could lower the ratings by one notch if Schaeffler's
production facilities remain shut for longer than we expect, or if
auto production volumes are likely to be even lower in 2020-2021
than we expect. This would cause the IHO group's credit metrics to
deteriorate more significantly than we expect, with no prospects of
FFO to debt returning to about 30% for Schaeffler, or to 25% for
the IHO group, by the end of 2021."

Upside scenario:

S&P could remove the ratings from CreditWatch and affirm them if
the likely impact from the COVID-19 pandemic is less severe than it
expects or if the group's countermeasures are more effective than
we have factored into our base case.

Valeo S.A.

S&P said, "Based on our revised scenario, we assume Valeo's group
revenues will decline by 8%-10% this year, with the adjusted EBITDA
margin dropping to 6%-8% from 9.2% in 2019. We would therefore
expect adjusted free operating cash flows to fall significantly to
about breakeven levels in 2020 from EUR503 million in 2019. As a
result, Valeo's credit metrics would be weak for the current rating
in 2020, including FFO to debt of between 20% and 25%, and debt to
EBITDA of 3x-4x. Given the limited flexibility in cutting
investments such as capex, and Valeo's contribution to its joint
venture with Siemens, we view the company's financial policy as an
important internal lever to partly mitigate the expected increase
in adjusted net debt."

CreditWatch

S&P said, "We expect to resolve the CreditWatch during the second
quarter of 2020 once we have additional information about the
impact of the COVID-19 pandemic on the group's earnings and cash
flows in 2020, as well as the effectiveness of the group's
countermeasures to preserve margins and cash flow generation."

Downside scenario:

S&P said, "We could lower the rating if the group's production
facilities remain shut down for longer or auto production volumes
are likely to be even lower in 2020-2021 than we currently expect,
causing Valeo's credit metrics to deteriorate more significantly
than currently forecast, with no prospects of FFO to debt to return
to above 30% and free operating cash flow to debt approaching 10%
by the end of 2021."

Upside scenario:

S&P said, "We could affirm the rating if the likely impact from
COVID-19 is less severe than expected or if the company's
countermeasures are more effective than we have currently factored
into our base case."




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

FRANKLIN IRELAND: S&P Cuts Rating to 'B-', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its rating on Ireland-incorporated
Franklin Ireland Topco Ltd., the parent of Planet, and its senior
secured term loans, to 'B-' from 'B'.

S&P said, "The COVID-19 pandemic will likely lead to much tougher
trading conditions than we previously expected.  The majority of
Planet's revenue (93% of FY2019 revenue) is directly exposed to
international travel. As such, the severe travel restrictions
currently in place globally (to limit the spread of COVID-19) are
expected to significantly reduce Planet's revenues. We anticipate
that the VAT refunds and dynamic currency conversion divisions will
both be affected, because both are closely correlated with
international travel. We assume that the pandemic will peak in
June, and there will be a very slow recovery from the third quarter
of 2020. However, the pace of recovery in global tourism flow is
uncertain, and it will likely be several quarters before travel
bans are completely lifted and tourist inflows return to 2019's
level.

"Under our base case, we forecast about 30%-35% revenue decline in
FY2020, compared with 6% previously. This mainly reflects the
spread of the coronavirus, and related travel implications, from
the Asia-Pacific region to the rest of the world. While we assume
some mitigating effect on the cost side, it still translates to an
EBITDA decline of about 50%-60% in FY2020. This results in an S&P
Global Ratings-adjusted debt-to-EBITDA ratio of about 15x-16x in
FY2020 and breakeven to negative FOCF, which compares with 7.5x-8x
and EUR15 million-EUR20 million previously.

"Although we expect recovery in global tourism flows in FY2021, the
pace of recovery is uncertain, and could lead to weaker credit
metrics than in our base case.  We expect a gradual rebound in
global tourism from the second half of the year. Under our base
case, we expect Planet's revenue to grow by about 25%-30% in
FY2021, supported by a pickup in tourism activity as travel
restrictions are lifted. While our base case assumes significant
improvement in FY2021, we anticipate that adjusted debt to EBITDA
will remain higher than 7x and FOCF at less than 5%."

The speed of recovery is highly uncertain, and credit metrics could
be significantly weaker than in our base case. The negative outlook
therefore reflects decreased operating visibility and the company's
limited headroom to withstand an extended downturn due to its
already highly leveraged capital structure.

A substantial cash balance supports the rating.   A sizable cash
balance of about EUR70 million available cash, and only limited
potential for cash burn under S&P's base case, allows Planet to
fund liquidity needs even during this period of severe downturn,
supporting the rating.

The negative outlook indicates the possibility of a one-notch
downgrade over the next 12 months.

S&P said, "We could lower the rating if the pace of recovery from
COVID-19 proves to be slower than our base case, leading to
negative FOCF in FY2021, coupled with very high leverage, which in
our view would make the capital structure unsustainable.

"We could also lower the rating if the COVID-19 pandemic is not
contained until year-end, leading to a much larger cash burn in
FY2020, potentially weighing on liquidity.

"We could revise the outlook to stable if Planet were to recover
its earnings toward the end of 2021, in line with our current base
case. This could happen if the coronavirus outbreak is contained by
mid-year, followed by a fast rebound in global tourism flows,
especially from the Asia-Pacific region to Europe."


INVESCO EURO IV: S&P Assigns B- (sf) Rating to Class F Notes
------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Invesco Euro CLO
IV DAC's class X, A, B-1, B-2, C, D, E, and F notes. The issuer has
also issued unrated subordinated notes.

Invesco Euro CLO IV is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by sub-investment grade borrowers. Invesco
European RR L.P. manages the transaction.

Similar to Invesco Euro CLO III which closed in December 2019, the
transaction's eligibility criteria will restrict the manager from
the purchase of an ESG excluded obligation. These obligations are
where the obligor's primary business activity relates to tobacco
product production, controversial weapons development or
production, thermal coal extraction, fossil fuels from
unconventional sources, or other fracking activities.

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

The portfolio's reinvestment period will end approximately four and
a half years after closing, and the portfolio's maximum average
maturity date will be eight and a half years after closing.

Key differences from the Invesco Euro CLO III transaction include
(amongst others):

-- A larger fixed-rate bucket of 10% from 5%.

-- Issuance of the class X notes which are repaid from interest
proceeds.

-- The class F par coverage test will apply from the end of the
reinvestment period rather than for the transaction's life.

-- The removal of the class F redemption feature. This is where an
amount equal to the lesser of EUR500,000 and 20% of remaining
interest proceeds that would otherwise have been distributed to
subordinated noteholders, is used to redeem the class F notes pro
rata (following the cure of the class F par coverage test in
accordance with the note payment sequence starting from the class A
noteholders and the reinvestment overcollateralization test).

The ratings assigned to the notes reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which S&P considers
bankruptcy remote.

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

  Portfolio Benchmarks
                                                 Current
  S&P weighted-average rating factor             2690.29
  Default rate dispersion                        513.70
  Weighted-average life (years)                  5.45
  Obligor diversity measure                      91.11
  Industry diversity measure                     17.16
  Regional diversity measure                     1.39

  Transaction Key Metrics
                                                 Current
  Total par amount (mil. EUR)                    400
  Defaulted assets (mil. EUR)                    0
  Number of performing obligors                  106
  Portfolio weighted-average rating derived
    from our CDO evaluator                       'B'
  'CCC' category rated assets (%)                 0
  Covenanted 'AAA' weighted-average recovery (%) 36.50
  Covenanted weighted-average spread (%)         3.70
  Covenanted weighted-average coupon (%)         4.50

S&P said, "Our 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 be
well-diversified on the effective date, primarily comprising
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
collateralized debt obligations.

"In our cash flow analysis, we used the EUR400 million par amount,
the covenanted weighted-average spread of 3.70%, the covenanted
weighted-average coupon of 4.50%, and the covenanted
weighted-average recovery rates for all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category. Our cash flow
analysis also considers scenarios where the underlying pool
comprises 100% of floating-rate assets (i.e., the fixed-rate bucket
is 0%) and where the fixed-rate bucket is fully utilized (in this
case 10%).

"We consider 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 ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to F notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO is in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
have capped our assigned ratings on the notes.

"In our view, the portfolio is granular in nature, and
well-diversified across obligors, industries, and asset
characteristics when compared to other CLO transactions we have
rated recently. As such, we have not applied any additional
scenario and sensitivity analysis when assigning ratings on any
classes of notes in this transaction.

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

"S&P Global Ratings acknowledges a high degree of uncertainty about
the rate of spread and peak of the coronavirus outbreak. Some
government authorities estimate the pandemic will peak about
midyear, and we are using this assumption in assessing the economic
and credit implications. We believe the measures adopted to contain
COVID-19 have pushed the global economy into recession. As the
situation evolves, we will update our assumptions and estimates
accordingly."

  Ratings List

  Invesco Euro CLO IV DAC    
  Class   Rating   Amount Sub (%) Interest rate[1]
                  (mil. EUR)
  X      AAA (sf)    1.75     N/A      Three/six-month EURIBOR
                                         plus 0.40%
  A      AAA (sf)  244.00     39.00    Three/six-month EURIBOR
                                         plus 0.93%
  B-1    AA (sf)    32.00     27.25    Three/six-month EURIBOR
                                         plus 1.70%
  B-2    AA (sf)    15.00     27.25     1.95%
  C      A (sf)     27.00     20.50    Three/six-month EURIBOR
                                         plus 2.25%
  D      BBB (sf)   24.00     14.50    Three/six-month EURIBOR
                                         plus 3.10%
  E      BB- (sf)   21.00     9.25     Three/six-month EURIBOR
                                         plus 5.35%
  F      B- (sf)     9.50     6.88     Three/six-month EURIBOR
                                         plus 7.43%
  Sub    NR         36.00     N/A      N/A


[1]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
=========

LIMACORPORATE SPA: Moody's Downgrades CFR to B3, Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded Limacorporate S.p.A.'s
corporate family rating to B3 from B2 and its probability of
default rating to B3-PD from B2-PD. Concurrently, Moody's also
downgraded the instrument ratings on the EUR275 million senior
secured floating rate notes to B3 from B2 and the EUR60 million
revolving credit facility to Ba3 from Ba2, both borrowed by
Limacorporate S.p.A. The outlook remains negative.

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The medical
product and device sector has been one of the sectors affected by
the shock given the shift of healthcare expenditures towards
coronavirus in the near-term. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial credit implications on public health and safety.

The rating actions reflect Moody's expectations that guidance from
various public health authorities and physician associations will
likely lead to a meaningful decline in elective procedures because
treating COVID-19 patients will be a priority. Moody's expects this
will weaken the company's liquidity, providing it with limited
cushion to absorb a prolonged disruption to procedure volumes. In
addition, the seasonality of its working capital, with inflow
geared towards the end of the year, is likely to exacerbate the
negative impact on liquidity in the very short-term. In particular,
inventory building will increase the cash burn in the first quarter
of 2020. Nonetheless, Moody's recognizes the atypical production
pattern as the company is expected to reduce manufacturing during
the crisis as sales decline.

Moody's believes that many types of orthopedic procedures, such as
knee, hip and extremities replacements, will likely be considered
elective and therefore will be deferred. The impact is difficult to
quantify as it will depend on the breadth and duration of the
health crisis. Moody's currently expects a sizable decline in
elective procedures in the second quarter of 2020, with a
sequential improvement over the course of the year. Importantly,
Moody's expects that while near-term volumes will be pressured,
most procedures that were planned will still eventually take place,
and hence the revenue will not be permanently lost.

Before the coronavirus outbreak, Lima's earnings were on a positive
trajectory with a strong momentum in sales, benefitting from
double-digit growth in the US, Italy and Eastern Europe. The
geographic diversification across various continents will help
smoothen the sales decline over time because the virus has affected
different countries and regions in a staggered way. As such,
Moody's expects that Lima will keep some level of sales during the
crisis although it is difficult to quantify the magnitude. This is
important because it will provide some cover of the company's fixed
cost base.

Lima's B3 CFR is supported by: (1) a differentiated positioning in
the attractive and growing complex implants and customized
solutions; (2) a strong track record of successful R&D investment,
product innovation and manufacturing automation; (3) technological
advantage in the extremities segment; (4) geographic and product
diversity within its niche offering; (5) volume growth underpinned
by long-term demographic and societal drivers such as increasing
life expectancy, active lifestyles, rising consumer awareness and
obesity.

However, its ratings are constrained by: (1) a significantly weaker
global position and less diverse product range than much larger
peers; (2) an increased focus from competitors in the higher growth
extremities segment and potential to bridge Lima's technical
advantage in shoulder products; (3) the persistent pricing pressure
in the large joint market resulting from constrained healthcare
public spending requiring constant product innovation and cost
efficiency improvements.

LIQUIDITY

Moody's considers Lima's liquidity to be adequate and supported by:
(1) a cash balance of EUR17 million as of September 30, 2019; (2)
EUR35 million undrawn RCF at the same date; and (3) no meaningful
debt amortization until 2023. However, with earnings likely to be
under negative pressure in the next few quarters, the company's
level of liquidity will decline over the course of 2020.
Furthermore, the uncertainty around the length of the lockdown
period, and the ramp-up pace of elective surgeries, once these have
been resumed post the coronavirus crisis, increase the downside
risks.

STRUCTURAL CONSIDERATIONS

Using Moody's Loss Given Default for Speculative-Grade Companies
methodology, the PDR is B3-PD, in line with the CFR, reflecting its
assumption of a 50% recovery rate as is customary for capital
structures including notes and bank debt. The FRNs are rated B3 in
line with the CFR due to a limited amount of RCF, which has
priority over the proceeds in an enforcement under the
Intercreditor Agreement. The shareholder funding in the restricted
group is in the form of equity. The EUR85 million PIK note issued
outside of the restricted group is not incorporated in its credit
metrics and taken into consideration when determining the ratings
of the company.

OUTLOOK RATIONALE

The negative outlook reflects the downside risk to liquidity amid
uncertainties on the length of the crisis. Moody's expects that
Lima's leverage, as measured by Moody's-adjusted debt/EBITDA, will
increase above 8.5x in the next 12 months, but gradually return to
previous level as situation normalize.

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

Given the high uncertainty over the length of the crisis, positive
pressure on the rating is unlikely in the near-term but could occur
if: (1) the coronavirus outbreak is resolved quickly, thus limiting
the amount of cash burn; (2) Lima is able to demonstrate a return
toward historical EBITDA levels; (3) Moody's adjusted leverage
declines below 5.5x on a sustainable basis; (4) free cash flow is
positive; (5) Lima's shareholder provides financial support.

Negative pressure on the rating could occur if: (1) Moody's
believes the impacts of the coronavirus will lead to a steep and
prolonged decline in demand for elective surgical procedures; (2)
the company's liquidity profile were to erode; or (3) Moody's
expects free cash flow to remain negative beyond the lockdown
period.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.

COMPANY PROFILE

Headquartered in San Daniele del Friuli, Italy, Lima is a global
orthopedic medical device company with subsidiaries in 24 countries
and sales across 44 countries. The company manufactures and markets
innovative joint replacement and repair solutions in the Hips,
Extremities (predominately Shoulder) and Knees segments.



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

KAZAGROFINANCE JSC: Fitch Affirms BB+ LT IDRs, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Kazakhstan's JSC KazAgroFinance (KAF)
Long-Term Foreign and Local-Currency Issuer Default Ratings (IDRs)
at 'BB+'. The Outlooks are Stable.

KAF's Support Rating Floor of 'BB+' and '3' Support Rating have
been withdrawn due to the change of criteria used by Fitch to rate
the company.

The affirmation reflects KAF's first-time assessment under the
Fitch's Government-Related Entities (GRE) Criteria. Fitch views KAF
as an entity credit-linked to the Republic of Kazakhstan
(BBB/Stable/F2), which is supported by indirect state ownership and
control through JSC KazAgro National Managing Holding (KazAgro;
BBB/Stable).

Fitch now rates the company using its GRE criteria to better
reflect its policy role and links with the Kazakhstan sovereign.
Fitch previously rated KAF using its Non-Bank Financial
Institutions Rating Criteria.

The ratings were withdrawn due to criteria change.

KEY RATING DRIVERS

Status, Ownership and Control Assessed as 'Strong'

KAF is fully indirectly owned by the state via JSC KazAgro, as one
of its three subsidiaries. Fitch expects KAF to remain a state
asset after its exclusion from the privatisation list due to its
important mission of agricultural machinery-and-equipment renewal
via subsidised leasing.

The state exercises strict control over KAF's activities through
KazAgro, which sets the framework for debt and dividend policy, as
well as appointing the company's board of directors. KazAgro
approves management decisions and KAF's annual financial
statements. The board of directors includes representatives of
KazAgro with the aim of ensuring that KAF's operations are in line
with those under the state's programmes.

Support Track Record and Expectations Assessed as 'Moderate'

KAF provides state funds to agricultural borrowers through
participation in the state-subsidising programmes for agricultural
leasing. For this purpose it receives subsidies from the state,
which are then passed through to agricultural borrowers. Apart from
the subsidies KAF has not received any other direct state support.

More than half of KAF's debt was composed of state-related funding
at end-2019. This is represented by bonds issued in favor of
KazAgro and loans from KazAgro, part of which was financed by funds
from the National Fund of Republic of Kazakhstan. Though the
proportion of state-related funding has gradually declined to 69%
in 2019 from 87% in 2015 due to amortisation of state-related debt
and the absence of new capital injections, Fitch expects state
funding will continue to dominate over the medium-term. Management
expects capital injections in 2021-2015, which Fitch believes could
take a different form of subsidies.

Socio-Political Implications of Default Assessed as 'Very Strong'

Fitch assesses the socio-political implications of default as
severe, because KAF would likely discontinue its operations, given
its dependence on regular access to funding. This would have an
adverse effect on the development of the agricultural sector and
indirectly on employment and the livelihood of a significant part
of the country's population. Agriculture is one of the strategic
sectors for Kazakhstan's economy, which employs around 15% of the
labour force while 40% of the population resides in rural areas.

Support of agriculture has been one of the strategic priorities for
the state because of the sector's sizeable export capacity and
social importance. Fitch believes that in the coronavirus pandemic
the importance of the sector could further increase. Management
estimates that the wear-and-tear of agricultural machinery and
equipment in the country is currently 70%. This means that KAF
plays a crucial role in the renewal and modernisation of
agricultural equipment as a provider of leasing services to the
sector. KAF is the only specialised company in agricultural leasing
in Kazakhstan with a market share of around 90%. In the absence of
the relevant substitutes its role in the development of the
national agricultural sector is highly important.

Financial Implications of Default Assessed as 'Moderate'

As of end-2019 more than half of KAF's debt was state-originated,
which alleviates the risk of default. Nearly 100% of the debt is
currently in local currency, and management does not plan to return
to foreign-currency debt. Despite KAF being a regular participant
in the debt capital market, its market borrowing remains low
relative to larger national GREs'. As KAF is indirectly owned by
the state the materiality of its distress for investors would be
lower, in Fitch's view, than of other large directly-owned GREs,
which justifies its 'Moderate' assessment.

Operational Profile

KAF was established in 1999 by a decree of the government of
Kazakhstan with a mission of agricultural machinery-and-equipment
renewal in the country by providing leasing services to farmers.
KAF leases out machinery and equipment mostly under state
development programmes, which include subsidies and down-payment
contributions for end-clients. It operates in all of Kazakhstan's
regions through its network of 15 branches.

KAF is one of KazAgro's three subsidiaries, and the second-largest
in asset and scale of operations after Agrarian Credit Corporation.
In 2019 KAF continued to expand its core leasing activity while its
investment portfolio continued its gradual amortisation, the latter
accounting for only 11% of total assets as of end-2019, according
to preliminary data. The leasing portfolio increased to KZT226.4
billion in 2019 (preliminary data) from KZT186.6 billion in 2018,
and was funded by market borrowings and cash flow. KAF was
profitable in 2016-2018 with a Fitch-calculated net interest
income-to-earning assets averaging 4.6% in 2016-2018.

DERIVATION SUMMARY

Under its GRE Criteria, Fitch classifies KAF as an entity linked to
the Republic of Kazakhstan and applies a top-down approach based on
its assessment of the strength of linkage with and incentive to
support by the sovereign. KAF has a score of 32.5 points under its
GRE Criteria, resulting in its IDR being notched down twice from
the Kazakhstan sovereign IDR. Fitch does not assess KAF's
standalone credit profile because it is difficult to de-link the
issuer from the Kazakhstan's government.

RATING SENSITIVITIES

Increased support from the sovereign or greater incentives of
support could lead to reassessment of the factors and a narrowing
of the notching between KAF's and the sovereign's IDRs.

Dilution of KAF's links with the state manifested in a decline of
control or fewer incentives to support could lead to a wider
notching differential, resulting in a downgrade.

Rating action on the sovereign will be reflected in KAF's ratings.

ESG CONSIDERATIONS

The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).



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

ARVOS MIDCO: Moody's Affirms B3 CFR, Alters Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and the B3-PD probability of default rating of Arvos Midco S.a r.l.
Concurrently Moody's affirmed the B3 ratings of the first lien
senior secured term loans B and the senior secured revolving credit
facility of Arvos Bidco S.a r.l. The outlook on all ratings has
been changed to negative from stable.

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The manufacturing
industry has been one of the sectors most significantly affected by
the shock given its sensitivity to consumer demand and sentiment.
More specifically, the weaknesses in Arvos' credit profile,
including its exposure to power generation, petrochemical and other
industrial end markets have left it vulnerable to shifts in market
sentiment in these unprecedented operating conditions and Arvos
remains vulnerable to the outbreak continuing to spread. Fitch
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety. The action reflects the impact on Arvos of the breadth and
severity of the shock, and the broad deterioration in credit
quality it has triggered.

The rating action was triggered by Moody's expectation that Arvos
-- given its weak positioning in the B3 category throughout FY
2019/20 -- might be challenged to improve credit metrics back to
the requirements for the B3 rating category in the next 12 -- 18
months. A severe contraction of operating performance without
sufficient offsetting measures resulting in a negative free cash
flow generation could result in a negative rating action over the
next months.

The B3 CFR continues to reflect the group's (1) small size compared
with other European speculative-grade manufacturing companies; (2)
limited business diversification; (3) relatively high, although
declining, exposure to the mature coal-powered electricity markets,
which collectively face long-term structural challenges because of
the tightening environmental legislation; (4) dependence on the
investment decisions of companies operating in the cyclical oil and
gas sector; and (5) leverage of 6.5x debt / EBITDA, free cash flow
of EUR-14 million (Moody's adjusted as of December 2019 LTM).

These negatives are, however, partly balanced by the group's (1)
strong competitive position in certain niche areas; (2) established
position in a mature industry, which is supported by long-standing
customer relationships, as well as the existing technological
know-how; (3) increasing order success in the large Asian markets,
which mitigates the structural market decline in Europe and North
America; (4) sizeable and higher-margin aftermarket business, which
partially offsets the volatility in the new equipment business; and
(5) low working capital and capital spending needs.

LIQUIDITY

Fitch considers Arvos' liquidity to be adequate. As of the end of
December 2019, the company had EUR33 million of cash on balance
sheet and access to an undrawn EUR33 million revolving credit
facility (RCF), which matures in May 2021. There is a net leverage
covenant, which is expected to be tested in case the RCF is drawn
by more than EUR12 million. Since the sale of the RBS division in
June 2018, the headroom under the covenant, which came under
pressure following the repayment of second-lien debt in 2017, is
adequate again. Over the next 12 months, Fitch expects Arvos to
generate around EUR9 million of free cash flow. In its base
scenario the company is able to fund capex, debt amortisation under
the group's lending facilities and working cash needs from cash on
hand and free cash flow.

STRUCTURAL CONSIDERATIONS

In its assessment of the priority of claims in a default scenario
for Arvos, Fitch distinguishes between two layers of debt in the
capital structure. First, the senior secured EUR33 million RCF,
EUR243 million outstanding and $165.0 million outstanding senior
secured first-lien term loans and trade payables rank pari passu on
top of the capital structure. Then, behind these debt instruments
are pension and lease obligations. The ratings of the first-lien
instruments are aligned with the CFR at B3. Part of Arvos' equity
is provided by way of a shareholder loan, which Fitch considers an
equity-like instrument in line with its methodology for hybrid debt
instruments.

OUTLOOK

The negative outlook mirrors the challenge for Arvos to sustainably
strengthen profitability and thus to manage leverage below 6.5x
debt / EBITDA. Over the next 3-6 months Moody's will closely
monitor the further development in particular with regard to order
intake and potential cancellations of orders, potential
restructuring needs, the ability to generate positive free cash
flows and the company's ability to reduce leverage as well as to
addressing the upcoming maturity of the outstanding term loans.

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

Downgrade pressure could be exerted on the rating in the event of
continued weak operating performance leading to Moody's-adjusted
debt/EBITDA exceeding 6.5x for an extended period of time or
negative free cash flow generation. Likewise, a negative rating
action would be considered in case the liquidity profile
deteriorates, for example in case of inability to comply with the
financial covenant under its credit facilities agreement or the
inability to early refinance the August 2021 debt maturities. An
increased risk of a distressed exchange could also lead to a
downgrade.

Albeit currently unlikely an upgrade would require financial
leverage, as measured by Moody's-adjusted debt/EBITDA, sustainably
moving towards 5.5x, with Moody's-adjusted free cash flow/debt
improving sustainably to the mid-single digits in percentage
terms.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.



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

NOSTRUM OIL: S&P Lowers Rating to CCC- on Distressed Exchange Risk
------------------------------------------------------------------
S&P Global Ratings lowered to 'CCC-' from 'CCC' its ratings on
Nostrum Oil and Gas PLC (Nostrum) and on the senior unsecured notes
issued by Nostrum Oil & Gas Finance B.V. and guaranteed by all the
group's entities.

S&P said, "We believe a distressed exchange at Nostrum Oil and Gas
PLC (Nostrum) is inevitable.  As announced on March 31, 2020,
Nostrum intends to begin a conversation with bondholders regarding
debt restructuring in the coming months. The company's accumulated
cash balances of $65 million as of March 25, 2020, will help the
company address the $43 million coupon payments due in
third-quarter 2020. At the same time, considering our $30 per
barrel (/bbl) average Brent oil price expectation for 2020, we
anticipate Nostrum will generate negative funds from operations
(FFO) of $30 million this year, meaning the company will face
liquidity stress in the next 12 months.

"We believe Nostrum has limited ability to deleverage.  Nostrum has
very high reported debt of $1.1 billion (comprised of two bond
issues maturing in 2022 and 2025). We continue to believe the
company has very limited capacity to reduce debt in the next two
years, forcing Nostrum's management to approach lenders with
restructuring proposals." The depressed operating scenario,
assuming a $30/bbl Brent oil price in 2020 and no drilling by
Nostrum, will likely prevent the company from refinancing its $725
million notes due July 2022.

Nostrum received no bids during its formal sale process.   As a
part of the strategic review announced in June 2019, the company
was considering the disposal of all or a fraction of the company to
a new investor. On March 31, 2020, the company said no bids were
received, so the formal sale process was closed. As S&P
understands, Nostrum intends to focus further on commercializing
the spare capacity in its modern gas processing infrastructure and
reservoir management.

S&P said, "The negative outlook reflects our view that, in the
coming months, Nostrum will engage in a distressed exchange offer
for its outstanding bond issues. It also reflects our expectation
that, assuming a $30/bbl average Brent oil price in 2020, Nostrum's
EBITDA will drop to $60 million-$70 million this year (from $200
million in 2019). Given the annual debt service payments of about
$90 million and only maintenance capital expenditure (capex), the
company will likely erode its cash balances, with an estimated
negative free operating cash flow (FOCF) of $60 million in 2020.

"We could lower our rating on Nostrum over the next several months
if it misses interest or principal payments, announces a debt
restructuring, or files for bankruptcy.

"Although we see it unlikely at this stage given the pressured oil
prices and turbulence on the capital markets, we would consider
upgrading Nostrum if oil prices unexpectedly bounce back to
$50-$55/bbl, allowing the company to generate positive FOCF, and we
consider the likelihood of debt restructuring as low."


PEER HOLDING III: Moody's Affirms B1 CFR; Alters Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
and B1-PD probability of default rating of Peer Holding III B.V.'s
(Action). Concurrently, Moody's affirmed the B1 ratings of the
issuer's senior secured bank credit facilities. Moody's has changed
the outlook to negative from stable.

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
considered as a social risk under Moody's Environmental, Social and
Governance (ESG) framework given the substantial implications for
public health and safety, deteriorating global economic outlook,
falling oil prices, and asset price declines are creating a severe
and extensive credit shock across many sectors, regions and
markets. The combined credit effects of these developments are
unprecedented. The retail sector is one of the sectors most
significantly affected by the shock given its sensitivity to
consumer demand and sentiment. More specifically, Action's exposure
to store retailing and discretionary spending has left it
vulnerable to mandatory shop closures and to shifts in market
sentiment in these unprecedented operating conditions.

The rating action reflects Moody's belief that Action will face a
very challenging landscape in Europe amid supply chain disruptions,
declining demand, mandated curfews, store closures and dislocation
in the financial markets related to the coronavirus pandemic. The
rating agency believes that the nationwide lockdown imposed
recently by many authorities in Europe will seriously affect demand
for discretionary products and will result in logistic and supply
chain issues. Whilst Moody's acknowledges that around 50% of
Action's product offering is non-discretionary and Action's shops
could be partially opened, the rating agency believes that Action
will face material operational disruptions in the next few weeks as
the outbreak worsens. Over time, this could impact the company's
earnings and margins, and ultimately weigh on its free cash flows
and leverage. Moody's believes that Action's positioning as
value-for-money' discounter retailer positions it well relative to
many of its peers to benefit once the health crisis will have
normalised, as Moody's expects customers will likely seek low-price
offers in times of high uncertainty and weakened purchasing power.

While Action needs a liquidity buffer because of its working
capital seasonality, Moody's considers the company's liquidity as
adequate currently. As of mid-March 2020, the company had a total
liquidity of around EUR400 million, comprising cash of around
EUR300 million, and EUR100 million preemptively drawn from its
revolving credit facility (RCF) maturing in 2024. Whilst Action
could compensate potential negative free cash flows by containing
capital expenditures, Moody's would expect such a measure to be
temporary.

ESG CONSIDERATIONS

Moody's regards the coronavirus outbreak as a social risk under its
Environmental, Social and Governance framework, given the
substantial implications for public health and safety. The action
reflects the impact on Action of the breadth and severity of the
shock, and the broad deterioration in credit quality it has
triggered.

STRUCTURAL CONSIDERATIONS

Action's B1 senior secured instrument ratings are in line with the
CFR. The company's probability of default rating (PDR) of B1-PD, is
in line with the CFR. The PDR reflects the use of a 50% family
recovery rate resulting from a lightly-covenanted debt package and
a security package that comprises only share pledges and a cap on
the value of guarantee security provided by Action Holding B.V. and
its subsidiaries at the level of EUR905 million. Only the RCF has a
springing covenant; this is only tested if utilization of the RCF
exceeds 40%. The company has drawn its RCF but the covenant will
not be tested because the purpose of the drawings was to refinance
capital expenditure already incurred, which is excluded from the
percentage use of the RCF calculation.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the downside risks on Action's
operational performance and cash flows caused by the spread of
COVID-19 in Europe, and the impact on the company's ability to
deleverage in the next 12 to 18 months.

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

The outlook could be stabilized if Action demonstrates its ability
to maintain an adequate liquidity buffer during the health crisis
and recovers operationally and financially in the next 12 to 18
months as evidenced by a return to positive like for like revenue
growth supported by both organic growth and store expansion.

Positive rating pressure is not expected in the short term.
However, it could arise if Action improves its operating
performance and credit metrics, as well as pursues a more
conservative financial policy resulting in lower distributions to
shareholders. Quantitatively, Moody's could upgrade the rating if
Moody's adjusted (gross) debt/EBITDA is sustained below 4.0x and
EBIT/interest expense exceeds 3.0x.

Conversely, Moody's could downgrade the ratings if Action is unable
to maintain an adequate liquidity or if its operating performance
declines (because of negative like-for-like sales growth or
material decrease in profit margins). Similarly, Moody's could
downgrade the ratings if Action's financial policy becomes more
aggressive, with free cash flow turning negative, such that Moody's
adjusted (gross)debt/EBITDA remains above 5.5x on a sustainable
basis or adjusted EBIT/interest expense ratio falls sustainably
below 2.0x.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail Industry
published in May 2018.

COMPANY PROFILE

Action, established in the Netherlands in 1993, is a non-food
discount retailer with around EUR5.1 billion revenue and company
reported operating EBITDA of EUR541 million (not including unusual
items) in FY2019. In 2019, Action operated 1,552 stores,
predominantly in the Netherlands, France, Germany and Belgium.



===========
P O L A N D
===========

ELEKTROBUDOWA SA: Collective Redundancy Procedure Initiated
-----------------------------------------------------------
Reuters reports that Elektrobudowa SA's bankruptcy trustee said on
April 6 that in connection with the declaration of the company's
bankruptcy, a collective redundancy procedure has been initiated.

According to Reuters, the company said the trustee has informed
trade union representatives about initiating the procedure and
turned to trade unions for starting the consultation.

The redundancies may apply to about 33% of the company's employees,
Reuters discloses.

As reported by the Troubled Company Reporter-Europe on March 24,
2020, Bloomberg News related that Elektrobudowa said it planned to
file a bankruptcy motion after being unable to reach agreement with
creditors and the failure of a rescue share-sale plan.  The company
had PLN42 million of outstanding loans to ING Bank Slaski, Bank
Handlowy, MBank, PKO and BNP Paribas Bank Polska as of the end of
September, Bloomberg said, citing its latest filing.

Elektrobudowa SA is a Polish electro-energy equipment assembly
company.





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

SAMARA OBLAST: S&P Affirms 'BB+' Long-Term ICR, Outlook Stable
--------------------------------------------------------------
On April 3, 2020, S&P Global Ratings affirmed its foreign and local
currency long-term issuer credit ratings on Russia's Samara Oblast
at 'BB+'. The outlook is stable.

Outlook

S&P said, "The stable outlook reflects our expectation that,
despite the projected economic recession and substantially lower
oil prices, management's tight control over and prioritization of
spending will contain the annual budget deficit after capital
accounts within 5% of total revenue on average. This will help the
oblast retain a modest debt burden. We also assume the oblast will
maintain a solid liquidity position, tapping capital markets or
arranging committed facilities when needed."

Downside scenario

S&P could lower the rating if the coronavirus (COVID-19) pandemic
leads to a much deeper economic contraction, with a slower recovery
causing a more prolonged commodity price decline. In this case, the
oblast's financial management might find it challenging to balance
its budget, leading to a structurally wider deficit and
deteriorating liquidity.

Upside scenario

S&P could consider raising the rating on Samara Oblast if its
liquidity planning became more cautious, and the region further
improved its financial planning, while it managed to retain sound
budgetary performance and liquidity throughout times of economic
difficulties.

Rationale

S&P said, "We have lowered our base-case GDP growth forecast for
Russia for 2020, and now expect the economy to contract by 0.8%,
reflecting weakness in external demand as well as shrinking
investment. This follows our downward revision of the average Brent
oil price in 2020 to $30 per barrel from $60 previously, as well as
our expectation for a global recession in 2020 with GDP rising just
0.4%. We expect that economic performance in Russian regions
including Samara will follow the country's recession trend in 2020,
but pick up in 2021.

"That said, we believe that Samara Oblast will continue to achieve
operating surpluses above 5% of operating revenue, while its
ability to balance the budget will help keep deficits after capital
accounts well within 5% of total revenue. This will allow the
region to keep its tax-supported debt low--at slightly above 30% of
consolidated operating revenue through 2022--which will continue to
support the rating. Additionally, liquidity coverage is expected to
remain sufficient thanks to accumulated cash funds, but the absence
of regularly contracted credit lines weakens the overall liquidity
position." At the same time, the volatility of the institutional
setting under which Russian regions operate and the relatively low
wealth of the national economy, combined with a national GDP
decline, will continue to constrain the rating.

Centralized institutional framework and limited growth prospects
constrain the rating

Under Russia's volatile and unbalanced institutional framework,
Samara's budgetary performance is significantly affected by the
federal government's decisions regarding key taxes, transfers, and
expenditure responsibilities. S&P estimates that federally
regulated revenue will continue to make up more than 95% of
Samara's budget revenue, which leaves very little revenue autonomy
for the region. The application of the consolidated taxpayer group,
the tax payment scheme used by corporate taxpayers since 2012,
continues to undermine predictability of corporate profit tax (CPT)
payments. At the same time, the region is participating in the
restructuring of the budget loans outstanding initiated by the
Russian Federal Ministry of Finance, which supports its liquidity
but constrains it budgetary and debt policies.

S&P said, "Samara Oblast is one of Russia's key industrial regions,
but we believe that the country's economic contraction will put
pressure on the region's wealth levels. We forecast that national
GDP per capita will remain at about $12,000 over the next three
years. Furthermore, we still believe that revenue remains exposed
to tax changes for the oil production and the refining industry.
However, in our view, the oblast's tax base is not intrinsically
concentrated compared with other peers that are commodity and
mineral-extraction oriented.

"Despite an expected reduction in operating revenue, we believe the
oblast has sufficient flexibility to balance its budget in case of
a revenue shortfall. Samara's financial management has a strong
track record of cost control, as shown in previous turbulent years.
Additionally, we believe the oblast's management is able to
postpone some investment projects in response to declining revenue.
However, similar to most national peers, the region lacks reliable
medium-to-long-term financial planning and mechanisms to
counterbalance tax revenue volatility.

Moderate deficits despite an expected decline in tax revenue

S&P said, "We believe that the oblast's operating balances will
weaken and the region will return to posting modest deficits after
capital accounts in 2020-2022 after strong surplus years. The
deterioration will primarily reflect the decline in average oil
prices expected for 2020, influencing the performance of some of
the oblast's largest taxpayers and reducing expected CPT volumes.
The COVID-19 pandemic is also likely to further weaken tax
payments, but these factors will be partly counterbalanced by the
performance of local manufacturers, food processors, and the
pharmaceutical and financial industries.

"We also believe that pressure on expenditure from the
implementation of national development projects announced by the
Russian president in 2018 will be moderate, because some might be
postponed due to expected tighter regional budgets. We believe that
Samara has flexibility to reduce capital expenditure to close to
13% of total spending over the next three years versus high levels
observed in 2019.

"In our view, modest deficits will help the oblast to maintain
tax-supported debt slightly above 30% of consolidated operating
revenue through 2022. We also note well-established relationships
with several domestic banks, which could help to secure financing
for the possible projected revenue contraction.

"We anticipate that modest deficits, accumulated cash holdings, and
planned borrowings will allow the oblast to maintain sufficient
liquidity coverage. However, accumulated cash reserves are likely
to decrease to compensate for the CPT decline in 2020. We also
believe that Samara will tap the bond market over 2020-2022 and
arrange additional liquidity lines from banks in 2020. The oblast
enjoys a smooth repayment schedule with evenly spread maturities.
We also believe that it has satisfactory access to external
liquidity, given its regular presence on the Russian bond market,
proven track record of obtaining financing in periods of tight
market conditions, and continuous federal treasury liquidity
support."

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

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

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

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

  Ratings List

  Ratings Affirmed

  Samara Oblast
   Issuer Credit Rating   BB+/Stable/--
   Senior Unsecured       BB+




===========
T U R K E Y
===========

GLOBAL LIMAN: Fitch Cuts $250MM Sr. Unsec. Notes Rating to B
-------------------------------------------------------------
Fitch Ratings has downgraded Global Liman Isletmeleri A.S.'s (GLI)
USD250 million senior unsecured notes due 2021 to 'B' from 'B+'.
The notes remain on Rating Watch Negative (RWN).

RATING RATIONALE

The downgrade reflects its expectation that the credit profile of
the group, which comprises Global Liman Isletmeleri's (GLI) and its
parent company Global Ports Holding (GPH) and its cruise and
commercial port subsidiaries, will be impacted by a severe demand
shock related to the COVID-19 pandemic. GPH has some financial
flexibility to partially offset the expected revenue shortfall and
a liquidity position that is sufficient to meet commitments in 2020
but not the large single bullet maturity of November 2021.

While the commercial ports have been trading in line with
management expectations year to date, under the Fitch rating case
(FRC) Fitch assumes that commercial volumes will materially
contract in 2020 and progressively recover by 2021. Fitch assumes
that the cruise ports will experience a more prolonged downturn and
delayed recovery. However, if the severity and duration of the
outbreak is longer than expected, Fitch will revise the rating case
accordingly.

Fitch notes GPH's current ongoing strategic review and will
reassess its credit profile based on any changes in the portfolio
and debt profile.

KEY RATING DRIVERS

Coronavirus Affecting Demand

The rapidly spreading of coronavirus is leading to an unprecedented
impact on travellers' mobility. Fitch expects a significant volume
contraction in GPH's commercial port in Turkey, which were already
affected in 2019 by trade tariffs and barriers and weaker imports
to China from its main commercial port, Akdeniz. While cruise ports
performed strongly in 2019, Fitch expects a much sharper
contraction in 2020 compared with its expectations for commercial
ports and a progressive delayed recovery through its forecast
period.

Defensive Measures

GPH has the ability to reduce operating expenses, as shown by its
ability to maintain high EBITDA margins in its commercial segment
despite volume underperformance in 2019. Fitch assumes similar
flexibility in the cruise segment as well. Furthermore, Fitch
expects reduced capex and dividends if there is a prolonged
reduction in revenues due to the immediate shock as well as any
ongoing macroeconomic impact and/or behavioural changes. In the
revised FRC, Fitch assumes zero dividends in 2020-21 as well as a
re-profiling of planned capex over the next four years.

Credit Metrics Recovery From 2021

Under the updated FRC, Fitch assumes a revenue contraction of about
35% in 2020, resulting in a leverage peak of over 7x, with revenue
recovering by 2023. GPH progressively deleverages but remains above
its previous downgrade sensitivity of 4.5x until 2023, indicating a
structural impairment of its credit profile from this crisis. Fitch
is closely monitoring the development in the commercial and cruise
port sectors and will revise the FRC if the severity and duration
of coronavirus materially differs from its expectations.

Sufficient Liquidity for 2020, Bullet in 2021

GPH has cash balances and further committed undrawn credit
facilities sufficient to cover 2020 commitments. However, in
November 2021 GLI's USD250 million Eurobond matures, introducing
significant refinancing risks.

Sensitivity Case

Fitch has also run a sensitivity case where revenue falls by around
45% in 2020 with delayed recovery compared with the FRC. Mitigation
measures are similar to the FRC. Under this scenario, leverage
peaks in 2020 above 9x, with progressive deleveraging to around
5.5x in 2023.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

Fitch does not anticipate an upgrade as reflected in the RWN.

Quicker-than-assumed recovery from COVID-19 shock supporting
sustained credit metrics recovery to levels stronger than outlined
in the negative sensitivities below would allow us to remove the
RWN and assign a Stable Outlook.

Conclusion of the strategic review resulting in a way that enhances
GPH's cash flow resilience and / or leverage profile.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

Further deterioration of GPH's volumes and revenues beyond its
rating case assumptions

Fitch-adjusted leverage consistently above 4.5x under the FRC

Failure to refinance the USD250 million Eurobond well ahead of the
maturity date

Conclusion of the strategic review in a way that impaired GPH's
cash flow resilience and / or leverage profile.

BEST/WORST CASE RATING SCENARIO

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

TRANSACTION SUMMARY

GPH operates cruise ports and commercial ports globally. Three of
its ports are in Turkey (Port Akdeniz, Ege Ports and Bodrum). Over
60% of group EBITDA was generated in Turkey in 2018 and 1H19.

CREDIT UPDATE

Cruise revenue and EBITDA for the first nine months of 2019 were up
11.2% and 13.9%, respectively, to USD46.1million and USD32.6
million. Passenger volumes for the first nine months of 2019 rose
11% yoy, with 3Q volumes falling by 4%. Passenger volumes were
negatively affected in 3Q by the US authorities' decision to
prohibit authorised travel to Cuba via cruise ships under the
People to People programme.

GPH continued to acquire cruise ports in 2019. It signed concession
agreements for cruise ports in the Bahamas and Antigua and has now
started operating these ports.

Macro-economic factors such as trade tariffs and barriers continue
to negatively impact the commercial business. Throughput container
volumes fell 14.8% and general & bulk cargo volumes for the nine
months were -50.2%. Commercial revenue and EBITDA for the nine
months were down 14.4% and 19.5%, respectively, to USD45.4 million
and USD33.7 million. Despite the sharp declines in volumes, EBITDA
margins remained relatively strong at 74.2% for the nine months,
reflecting the inherent cost flexibility of GPH's business model.

As expected, macro-economic factors such as trade tariffs continued
to negatively impact the commercial business, particularly Port
Akdeniz. Throughput container volumes were once again weak in the
period and this sustained weakness continued into 4Q. Longer term,
an agreement to end the current escalation of trade tariffs
involving China and a general improvement in Chinese GDP may be the
most likely catalysts for a meaningful improvement in container
throughput volumes.

GPH has announced a strategic review with the intention to sell
Port Akdeniz, its main commercial port in Turkey.

The recent outbreak of coronavirus and related government
containment measures worldwide creates an uncertain global
environment for the port sector in the near term. While GPH
performance data through most recently available issuer data may
not have indicated impairment, material changes in revenue and cost
profile are occurring across the port sector and likely to worsen
in the coming weeks and months as economic activity suffers and
government restrictions are maintained or expanded. Fitch's ratings
are forward-looking in nature, and Fitch will monitor developments
in the sector as a result of the virus outbreak as it relates to
severity and duration, and incorporate revised base and rating case
qualitative and quantitative inputs based on expectations for
future performance and assessment of key risks.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).



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

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

In line with Fitch's Government-Related Entities (GRE) Rating
Criteria, Naftogaz's ratings are equalised with those of Ukraine
(B/Positive), reflecting the company's strong links with the
sovereign and its assessment of the company's standalone credit
profile (SCP) at 'b-'.

The SCP of Naftogaz reflects the transformation of its business
profile, after the unbundling of its gas transmission business, to
primarily a natural gas-producing and -wholesale supply company. It
also captures likely deterioration of its financial profile due to
expected volatility in operations after the unbundling, expected
2020 earnings decrease due to significantly weaker gas prices,
uncertainty over domestic price regulation and macro-economic
challenges as a result of the COVID-19 pandemic. However, Fitch
also expects leverage to remain low but weak, albeit, manageable
liquidity.

KEY RATING DRIVERS

Ratings in Line with Sovereign's: Fitch views the overall linkage
of Naftogaz with the sovereign as strong, which is reflected in a
score of 40 under its GRE Criteria. It reflects its strong
assessment of status, ownership and control, record of support and
expectations and financial implications of a potential default of
Naftogaz. Fitch views the socio-political implications of a
potential default of Naftogaz as very strong.

Strategic Importance: Naftogaz is 100% state-owned and
strategically important as Ukraine's largest natural gas
production, wholesale and trading company. Dividends, taxes and
levies paid by Naftogaz represented almost 16% of Ukraine's state
budget in 2019. The share of state-guaranteed debt decreased to 5%
at end-2019 from 28% at end-2018 due to repayment of its debt to
World Bank in May 2019. In 2012-2015, the government provided about
UAH141 billion in direct support to Naftogaz. Naftogaz's financial
performance is closely monitored by the IMF, Ukraine's main lender,
which incentivises the government to ensure that Naftogaz is
adequately funded.

SCP at 'b-': The SCP of Naftogaz captures expected uncertainties
and potential volatility of its business and financial profiles
following the transit business unbundling from 2020, as well as
significant pressure from weaker gas prices, all of which might
result in a weakening of the financial profile. The SCP also
reflects improved collectability of receivables and more favourable
production taxation, as well as liquidity strain from high capex in
the upstream segment.

Lower 2020 Profitability Expected: Fitch expects EBITDA margin to
decline to below 15% in 2020 from an average 40% in 2017-2019F,
before gradually recovering to an average 32% over 2021-2023. This
is mostly due to the transit business unbundling, sharp gas price
decrease and warm weather during the heating season of 2020.
Further gas prices liberalisation and the Public Service
Obligations (PSO) regime cancellation as well as cash collection
remain increasingly important factors for Naftogaz's financial
profile.

FX Exposure: Naftogaz is subject to FX risk, as around 60% of its
total debt or USD1.5 billion of eurobonds at end-2019 were
denominated in foreign currencies, i.e. US dollars and euros, while
most of its revenue is denominated in hryvna. Naftogaz is also
exposed to currency risk through its imports of natural gas, which
it partially passes onto unregulated market participants (not
subject to PSO regime). Fitch expects further hryvna depreciation
against major currencies (hryvna has lost 15% against US dollar so
far in 2020) may significantly deteriorate the financial profile
and pressure the Eurobond covenant of net debt/EBITDA of 3.0x.

Gas Transit Unbundling: The unbundling of the Gas Transit Operator
from Naftogaz's subsidiary Ukrtransgaz PJSC took place on January
1, 2020. The unbundling will have a significant impact on EBITDA
generation and the business profile. However, this is in line with
its previous forecast that the unbundling of highly profitable gas
transit will weaken Naftogaz financially and which assumes limited
earnings from transit and transportation from 2020 onwards.
Ukrtransgaz is managed independently but remains a subsidiary of
Naftogaz and will pay dividends to the parent, which Fitch
conservatively assumes to be twice lower than management
estimates.

Regulatory Risks: Naftogaz is obliged to supply gas to municipal
heat utilities and distribution intermediaries until May 1, 2020
under the PSO regime. It is legally required to continue supply to
some of its non-paying customers under certain conditions, which
may negatively affect the collectability of receivables as long as
the PSO is in operation. Due to low market prices, which are lower
than the PSO-determined prices, prices of gas for PSO customers
decreased in March 2020 by 14% from February. Naftogaz estimates
that the state owes it significant compensation under PSO for
supplying gas to customers at below market prices, but Fitch
conservatively excludes any compensation in its forecasts.

Focus on Domestic Markets: After 2020, Naftogaz will focus on
domestic gas sales, storage, domestic petrol products and LNG
sales, gas production and service legal agreements with the newly
unbundled gas transit company. Fitch expects funds from operation
(FFO) gross leverage to average below 3.0x over 2020-2023, assuming
lower earnings due to unbundling. Management also expects increased
capex to boost domestic gas production both through greenfield and
brownfield investments. Naftogaz accounts for about 80% of
Ukraine's domestic gas production.

DERIVATION SUMMARY

Naftogaz operates in a weaker operating environment than other
Fitch-rated EMEA gas transmission and distribution companies, such
as eustream, a.s. (A-/Stable) and KazTransGas JSC (BBB-/Stable).
The unbundling will affect the company's EBITDA and business
profile.

While Naftogaz's estimated financial metrics for 2019 are strong
relative to peers', the company's 'b-' SCP reflects potential cash
flow volatility as its forecasts are sensitive to the continued
indexation of domestic gas prices in Ukraine, collectability of
accounts receivable and the impact of unbundling post-2019. The
rating of Naftogaz is at the same level as Ukraine under its GRE
Criteria.

KEY ASSUMPTIONS

  - Ukrainian GDP increase of around 3.4% over 2020-2023

  - Ukrainian CPI of average 6% over 2020-2023

  - Limited revenues from transit-related fees over 2020-2023

  - No earn-out fees for unbundled assets

  - Rising natural gas prices over 2020-2023, in line with price
deck

  - Domestic gas sales volumes to slightly decline over 2020-2023

  - Capex of average USD1 billion annually over 2020-2023

  - Dividends payment of almost USD2 billion in 2020 and on average
USD600 million over 2021-2023

Key Recovery Rating Assumptions

  - Naftogaz's value on a going-concern basis in a distressed
scenario assumes that the company would keep its operations and
would be restructured rather than liquidated.

  - Fitch has applied a 25% discount to 2021 EBITDA,
post-unbundling, reflecting its view of a sustainable,
post-reorganisation level upon which Fitch bases the valuation of
the company. The discount reflects risks associated with the
regulatory framework, potential weakening of financial profile and
other adverse factors.

  - A 3.0x multiple is used to calculate a post-reorganisation
enterprise value (EV). It is below the mid-cycle multiple for EMEA
oil and gas companies. It captures higher-than-average business
risks in Ukraine and reflects Naftogaz's lack of unique
characteristics allowing for a higher multiple.

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

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

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

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

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

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - A negative rating action on Ukraine would be reflected in
Naftogaz.

  - Significant deterioration of Naftogaz's financial profile
following the planned reorganisation with SCP falling more than
three notches below the sovereign's.

  - Unremedied liquidity issues.

The following rating sensitivities are for Ukraine (March 2020):

The main factors that could, individually or collectively, lead to
an upgrade are:

  - Reduction in external financial vulnerabilities, for example
due to a strengthened external balance sheet and greater financing
flexibility.

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

  - Further declines in government indebtedness and improvements in
the debt structure.

The main factors that could, individually or collectively, lead to
the Outlook being revised to Stable are:

  - Re-emergence of external financing pressures or increased
macroeconomic instability, for example stemming from failure to
agree an IMF programme or delays to disbursements from it.

  - External or political/geopolitical shocks that weaken the
macroeconomic performance and Ukraine's fiscal and external
position.

  - Failure to improve standards of governance, raise economic
growth prospects or reduce the public debt-to-GDP ratio.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Manageable Liquidity, No Near-Term Maturities: At September 30,
2019, Naftogaz had UAH36 billion in short-term debt, with freely
available cash of UAH25 billion. The company managed to refinance
the majority of its short-term maturities to 2022. The nearest
largest maturities are in 2022 totalling UAH20 billion, which
partially comprise US dollar-denominated bonds.

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The rating is equalised with the sovereign rating of Ukraine

ESG CONSIDERATIONS

ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).



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

ALPHA TOPCO: Moody's Affirms B2 CFR, Alters Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and B2-PD probability of default rating of Alpha Topco Limited and
the B2 rating of the senior secured facilities (Term Loan B &
Revolving Credit Facility) issued by the company's subsidiary,
Delta 2 (Lux) S.a.r.l. The outlook has been changed to negative
from positive.

The rating action reflects:

  -- Severe disruption to the 2020 race calendar and risks that the
2020 season will be materially curtailed as a result of the
coronavirus outbreak

  -- Expectations for weakened earnings and cash flow generation,
higher leverage and liquidity erosion in 2020 as a result of this
disruption to the race calendar

  -- The company's cost flexibility, low capital spending and
strong liquidity headroom to manage through severe downside
scenarios including full cancellation of the 2020 season

  -- The resilient nature of the company's cash flows driven by
multi-year contracts and the strength of the Formula One franchise
supporting recovery of business and financial performance after the
coronavirus crisis

  -- However, challenges remain to improve the company's balance
sheet after 2020 in the context of a potentially weaker economic
environment

RATING RATIONALE

The B2 CFR reflects the company's (1) strong liquidity headroom and
low capital spending supporting an extended period of race
cancellations and postponements; (2) track record of strengthening
its franchise and increasing fan base; (3) high earnings visibility
and strong cash flow conversion will support business and financial
recovery post crisis.

The rating also reflects the company's (1) escalated leverage in
2020 due to earnings erosion and potentially additional funding to
be raised to support its liquidity through the coronavirus crisis;
(2) potential revenue challenges in 2021 due to the timing of TV
contract renewals; (3) renewal of the current Concorde Agreement,
expiring in December 2020, between the company, the competing
racing teams and the FIA, the sport's regulator and governing body;
(4) dependence on a relatively small number of key events and
broadcasting contracts; and (5) need to balance higher-income
pay-TV agreements with larger access free-to-air distribution.

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented and has adversely
affected Formula One due to disruptions to the race calendar.

Formula One has cancelled its Australia and Monaco grand prix races
and postponed six races scheduled between March and early June
2020. Further postponements are likely, although there is
substantial flexibility to reorganise the race calendar at the
point when travel restrictions are lifted. It is not possible to
predict the outcome of the 2020 season at this stage, with a range
of possible outcomes from a modest curtailment to around 15-18
races to a full cancellation of the season.

Formula One has strong liquidity and a sufficiently flexible cost
base to manage through a severely curtailed 2020 season, which
Moody's consider would likely be able to support a full
cancellation. As of December 31, 2019, Formula One had substantial
liquidity headroom of around $900 million, comprising $400 million
cash balance and $500 million undrawn committed revolving credit
facility. Moody's expects this to be sufficient to absorb cash
outflows from potential refunds of advance payments from promoters,
sponsors and broadcasters, team payments, other overheads and
interest costs in the event that the 2020 season is cancelled.

The assessment of liquidity headroom in a full cancellation
scenario is complex and there remains a degree of risk that
liquidity would not be sufficient, although Moody's considers this
risk to be low. The company may also be able to draw on support
from its owner, Liberty Media Corporation which currently has
substantial available resources. There is a relatively high
probability that the company will breach its leverage covenant in
2020 which applies when the revolving credit facility (RCF) is
drawn or available. The terms of the senior secured facilities
permit the leverage covenant to be amended or waived by the
requisite proportion of the RCF lenders.

Moody's considers that Formula One is relatively well placed to
recover post coronavirus crisis, underpinned by its contracted
revenue nature, strong franchise, large fan base and high cash
conversion. The company might face some revenue challenge in 2021
due to the timing of TV contract renewals, as well as a weak
macroeconomic backdrop. However the strength and attractiveness of
the Formula One franchise provides some protection in the context
of wider broadcasting market challenges.

Moody's will continue to monitor the coronavirus impacts on Formula
One and also the conclusion of negotiations of the new Concorde
agreement, the term used to describe the series of bilateral
agreements between the company, the competing teams and the sport's
regulator, the FIA, which set out the parameters of how the sport
currently operates and is governed. Moody's does not expect a
renewed Concorde Agreement to result in a less favourable economic
outcome for the company. Nevertheless there remains a degree of
execution risk until a new agreement is signed.

ENVIRONMENT, SOCIAL AND GOVERNANCE CONSIDERATIONS

Increasing environmental concerns may affect the image of the sport
and the company's ability to grow its sponsorship and other income.
Formula One has recently announced its plans to become net carbon
neutral by 2030. It estimates that 73% of its 2019 carbon emissions
arose from logistics and travel, compared to only 0.7% from the
race cars' power units. Moody's will continue to monitor closely
the company's environmental policies and the reaction of sponsors
and consumers.

The company's financial policy targets leverage is in the range of
5.0-5.5x net debt to company adjusted EBITDA. This is a secondary
consideration behind management of the disruption caused by the
coronavirus in 2020 and future financial targets may alter. However
the company remains well placed to recover balance sheet metrics
once normal activities resume.

STRUCTURAL CONSIDERATIONS

The senior secured facilities at Delta 2 (Lux) S.a.r.l. are rated
B2 in line with the corporate family rating, given the pari passu
capital structure following the full repayment of the second-lien
term loan in July 2017.

OUTLOOK

The negative outlook reflects the high levels of uncertainty over
the 2020 race season and Moody's expectations of increased leverage
and weakened liquidity in 2020. This results in risks that the
company may not be able to restore its Moody's-adjusted leverage to
below 7x within around 1-2 years following the coronavirus crisis.

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

The ratings are unlikely to be upgraded in the short term. The
ratings could be stabilised if the coronavirus outbreak is
contained, travel restrictions are lifted, and the company regains
revenue and earnings growth and positive free cash flow, and is
capable of improving Moody's-adjusted gross debt/EBITDA towards
6.5x whilst restoring its liquidity headroom.

The rating could be downgraded if concerns over liquidity arise in
2020 as a result of further disruption to the race calendar. A
downgrade could also arise if there are clear expectations that the
company will not be able to maintain financial metrics compatible
with a B2 rating following the coronavirus outbreak, in particular
if:

  -- Moody's-adjusted leverage is expected to remain sustainably
above 7x

  -- Moody's-adjusted free cash flow / debt remains sustainably in
the low single digit percentages

In addition a downgrade could occur if a renewed Concorde Agreement
is negotiated with materially adverse terms for the company, such
as a higher total prize fund paid to the teams (when measured as a
percentage of EBITDA before team payments).

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Alpha Topco Limited is the holding company for the group of
companies that exploit the commercial rights to the FIA Formula One
World Championship. In 2019, the companies owned by Alpha Topco
Limited generated revenue of $2.0 billion. Alpha Topco -- through
its holding companies Delta Debtco Limited and Delta Topco Limited
-- is controlled by Liberty Media Corporation.

F1 MODULAR: Files Notice of Intention to Appoint Administrators
---------------------------------------------------------------
Alliance News reports that health and housing property planner
Ashley House PLC said on March 30 its 76% subsidiary F1 Modular Ltd
has filed a notice of intention for appointing administrators.

Two partners have been appointed from RSM Restructuring Advisory
LLP as administrator, and are pursuing an accelerated sale process
to find a buyer for the business, Alliance News relates.

Should the process not be completed the F1 Modular business will be
shut down, Alliance News notes.

In addition, Ashley House is continuing to pursue legal remedies to
recover long overdue recievables of GBP1 million, Alliance News
discloses.

The group has reached an agreement with one of these parties, with
the payment expected in the near future, Alliance News relays.

According to Alliance News, discussions are continuing with
potential equity investors, however uncertainty caused by the
Covid-19 pandemic is causing a delay to a potential equity raise
and trading in general.

Ashley House, Alliance News says, is currently seeking support from
its bankers under the Coronavirus Business Interruption Loan
Scheme.  If unsuccessful, the company will not be able to continue
trading, Alliance News notes.


HNVR MIDCO: Moody's Downgrades CFR to Caa1, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded to Caa1 from B2 the corporate
family rating of HNVR Midco Limited. The rating agency has also
downgraded Hotelbeds' probability of default rating to Caa1-PD from
B2-PD, and has downgraded to Caa1 from B2 the ratings on the senior
secured revolving credit facility and senior secured term loans
issued by HNVR Holdco Limited. The outlook remains negative for
both entities.

"The decision to downgrade Hotelbeds and maintain the negative
outlook reflects the negative impact that the rapid and widening
spread of the coronavirus outbreak is expected to have on
Hotelbeds' financial performance and the risk that a prolonged
downturn will lead to a further weakening of the company's
liquidity position" said Fabrizio Marchesi, Vice President and
Moody's lead analyst for the company. "These ratings are
conditional on the successful completion of a EUR400 million
liquidity injection by the company's financial sponsor in the form
of a new term loan D" adds Mr Marchesi.

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The travel and
lodging sectors are among those most significantly impacted by the
shock, also due to the quarantine measures introduced by numerous
governments.

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. The action reflects the impact of the breadth and
severity of the shock, as well as the deterioration in credit
quality it has triggered, on the company.

Moody's expects that Hotelbeds will experience a very significant
deterioration in its liquidity position going forward, on the back
of a severe contraction in travel volumes, a large increase in
cancellations, and a very material unwind of its large, negative
working capital position. The company's cash drain is also due to
the company's relatively high fixed cost base.

Although the Hotelbeds' liquidity consisted of EUR190 million cash
on balance sheet and a EUR178 million undrawn revolving credit
facility as at December 31, 2019, Moody's forecasts that this will
be insufficient to cover the company's liquidity needs over the
coming weeks. Moody's therefore positively views the proposal by
the company's private equity owners to inject EUR400 million of
additional liquidity into Hotelbeds, subject to existing lender
approval, in the form of an add-on term loan that will rank
pari-passu with the company's existing credit facilities. That
said, Fitch anticipates that a large portion of this liquidity will
be used to fund working capital outflows, leaving the company with
tight liquidity going forward, at least until revenue trends
improve and working capital builds back.

Hotelbeds' has posted a mixed operating performance in recent
quarters and entered the current period with an elevated
Moody's-adjusted (gross) leverage of 6.2x as at fiscal year-end
2019. Moody's expects the company's key credit metrics will
deteriorate significantly over the coming quarters because of the
coronavirus outbreak such that leverage is now forecast to
significantly exceed 5.5x over the next 12-18 months. The company's
profitability and cash flow generation should improve once
quarantine measures are removed, but the timing of any recovery is
uncertain and there is a risk that the coronavirus outbreak may
have longer-lasting negative effects on consumer sentiment and
spending.

The company is tightly controlled by Cinven, CPPIB, and EQT which
control the board. As is often the case in highly levered, private
equity sponsored deals, owners have a higher tolerance for
leverage/risk and governance is comparatively less transparent.
That said, Fitch understands that Cinven considers the company to
be a strong performing asset to date and that any additional
liquidity shortfalls could be met by further support from the
company's shareholders.

STRUCTURAL CONSIDERATIONS

The company's capital structure consists of a EUR247.5 million
senior secured RCF maturing in 2022, a EUR1,008 million senior
secured term loan maturing in 2023, and a EUR400 million senior
secured term loan maturing in 2025. In Moody's assessment of the
company's ratings and capital structure, Moody's has also taken
into consideration the proposed EUR400 senior secured term loan
maturing in 2025, which will be provided by the company's
shareholders in early April 2020 subject to existing lender
approval. Each of these tranches is issued by HNVR Holdco Limited.
The term loans and RCF are rated in line with the CFR, reflecting
the first lien-only structure and pari-passu ranking of the
facilities.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the uncertainty associated with the
duration of lockdowns and travel restrictions, the future global
macroeconomic environment, and the lack of clarity with regards to
the timing and magnitude of a recovery in travel volumes. All these
factors could negatively and materially impact the company's cash
flow and liquidity position.

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

Positive rating pressure is not expected in the short to medium
term. However, the rating could be stabilized if Moody's adjusted
leverage remains around 6.5x on a sustained basis, cash flow
generation turns positive on a sustained basis, and liquidity is
maintained at an adequate level.

Conversely, further negative rating pressure could occur in the
event that the economic fallout from the coronavirus outbreak is
stronger than currently anticipated or if Hotelbeds' liquidity
position deteriorates further.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Hotelbeds is a leading B2B wholesale hotel accommodation
distributor (bedbank), offering hotel rooms to the travel industry
from an inventory of approximately 180,000 hotels in 185
destinations. It also distributes tickets and activities on a B2B
basis and operates a range of travel-related new ventures. In
fiscal year 2019, ended September 30, 2019, the company generated
gross operating profit of EUR552 million and company-adjusted
EBITDA of EUR237 million.

INSPIRED ENTERTAINMENT: Moody's Lowers CFR to Caa1, Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service downgraded Inspired Entertainment, Inc.'s
corporate family rating to Caa1 from B1 and probability of default
rating to Caa1-PD from B1-PD. Concurrently, Moody's has downgraded
the instrument ratings to the GBP220 million equivalent senior
secured term loan (GBP 140 million and EUR 90 million) and the
GBP20 million senior secured revolving credit facility (RCF) to
Caa1 from B1, all borrowed by Gaming Acquisitions Limited. The
outlook has been changed to negative from stable.

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The gaming sector
has been one of the sectors most significantly affected by the
shock given its sensitivity to retail gaming shop closures and the
cancellation of sports events. More specifically, the weaknesses in
Inspired's credit profile have left it vulnerable to revenue
reduction and poor liquidity in these unprecedented operating
conditions, and the company remains vulnerable to the outbreak for
as long as the current lockdowns continue. Moody's regards the
coronavirus outbreak as a social risk under Moody's ESG framework,
given the substantial implications for public health and safety.
The action reflects the impact on Inspired of the breadth and
severity of the unprecedented shock, and the sharp deterioration in
credit quality it has triggered.

Moody's-adjusted gross leverage is expected to increase above 8x in
2020 from around 4x in PF2019 (including full drawdown of the
company's GBP20 million RCF), and interest coverage is expected to
reduce to nearly zero from 1.2x under a base case scenario that
assumes market recovery in Q3. Liquidity is considered to be weak,
and if the impact of the pandemic continues into Q3 the company may
have difficulty in paying its interest due in October without a
shareholder injection, amendment to loan agreement or other
restructuring measure that Moody's would regard as a distressed
exchange under its definition of default.

The Caa1 rating is also constrained by the company's (i) relatively
small scale and geographic concentration in the UK, however there
is a niche aspect to the business as well as a growing
international presence, and; (ii) exposure to the risks of social
pressures in the context of evolving regulation, however Moody's
notes that further adverse gaming machine regulation is unlikely in
the medium term.

Inspired's Caa1 rating is supported by (i) leading positions as a
niche player in its core markets; (ii) circa 90% recurring revenues
and from an established customer base, and; (iii) the company's
well invested asset base which will reduce capex pressure in the
next few years.

Inspired is a listed company on the NYSE and has a good corporate
governance track record. The company has also demonstrated
adherence to a prudent financial policy over the last few years,
which Fitch regards as commensurate with the company's rating
level.

LIQUIDITY PROFILE

Moody's considers Inspired's liquidity to be weak. Cash on balance
sheet including the fully drawn GBP20 million RCF only provides a
marginal cushion after expected cash burn in Q2. The RCF contains a
leverage covenant which Moody's expects to be breached if not
waived.

STRUCTURAL CONSIDERATIONS

Inspired's debt capital structure comprises GBP220 million
equivalent senior secured loan and a senior secured GBP20 million
RCF. The Caa1-PD PDR is at the same level as the CFR, reflecting
the use of a 50% recovery rate as is typical for transactions with
bank debt with minimal financial covenants. The senior secured RCF
ranks pari passu with the senior secured loan and therefore they
both carry the same Caa1 rating as the CFR.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook assumes that Inspired will experience
continued underperformance from the coronavirus outbreak and that
the company will likely only be able to partially offset these
adversities and minimize cash burn due to cost reduction, partially
with UK government assistance for the payment of wages, as well as
relief from deferrals on taxes and business rates. The outlook
could be stabilized if there is enough clarity regarding the
coronavirus situation to reliably establish that the company's
credit metrics are expected to stabilize and has sufficient
liquidity to meet its payment obligations.

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

The ratings are unlikely to be upgraded in the short term. Positive
rating pressure would not arise until the coronavirus outbreak is
brought under control, licensed betting offices reopen, and there
is clarity that holiday parks will be open in the summer months. At
that stage Moody's would evaluate the balance sheet and liquidity
strength of the company and positive rating pressure would require
evidence that the company is capable of substantially recovering
its financial metrics and restoring liquidity headroom within a
reasonable horizon.

Moody's could downgrade Inspired's rating if there are expectations
of a longer period of shut-downs including a material extension
into Q3 2020 as a result of the coronavirus outbreak, particularly
if not matched by additional sources of liquidity; if wider
liquidity concerns increase, for instance due to cost
inflexibility; or a prolonged period of significantly negative free
cash flow generation.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Inspired, a B2B supplier of server-based gaming systems and virtual
sports, primarily active in the UK, Greece, Italy and the North
American market. Inspired is a global games technology company
supplying server based gaming systems including terminals, virtual
sports, mobile gaming and content to regulated lottery, betting and
gaming operators around the world. Inspired currently operates over
30,000 digital gaming terminals, supplies its Virtual Sports
products through more than 40,000 retail channels and over 100
websites, in approximately 35 gaming jurisdictions worldwide with
more than 650 employees. Inspired is listed in New York on Nasdaq
with a market capitalization of c. $73 million as of March 26,
2019.

ITHACA ENERGY: S&P Cuts Rating to 'B- on Weakened Creditworthiness
------------------------------------------------------------------
S&P Global Ratings lowers its rating on Ithaca Energy to 'B-' from
'B+' because it is capped by its assessment of Ithaca's parent
company, Delek Group Ltd.'s (Delek) creditworthiness. S&P also
lowered its rating on Ithaca's $500 million senior unsecured notes
to 'CCC+' from 'B'; the recovery rating is unchanged.

S&P said, "The downgrade mirrors the change in our view of Ithaca's
parent company's creditworthiness, which was caused by pressure on
its liquidity.  In S&P Global Ratings' view, the recent drop in oil
prices to about $25 per barrel (/bbl), combined with increased
volatility in the capital markets, could undermine Delek's efforts
to refinance some of its upcoming maturities. We understand that
the group is considering several alternatives to boost its
liquidity. Given the high pressure on Delek's liquidity, we revised
down our assessment of its creditworthiness. We continue to see
Ithaca as a moderately strategic subsidiary of Delek, and as such
our rating on Ithaca is capped by our assessment of Delek's
creditworthiness. If Delek's liquidity position deteriorates
further, our rating on Ithaca could come under additional pressure,
depending on Ithaca's ability to remain somewhat ring-fenced.

"At this stage, it remains unclear how Ithaca would be affected if
Delek Group's liquidity position continued to deteriorate or if it
defaulted. The risks may include the change of control under
Ithaca's facilities or other credit-negative changes. We understand
that Ithaca's reserve-based lending (RBL) facility will undergo
redetermination in April 2020. As a result, we don't believe that
the interactions between the two companies will be limited to
ongoing dividend payments.

"Ithaca will likely distribute dividends to Delek in 2020, but we
do not expect this to weigh on its credit metrics.   We previously
assumed that Ithaca would balance its cash flows between growth and
returns to shareholders. This assumption will be tested now that
Delek Group is looking for additional sources to cover its
liquidity shortfall. We understand that Ithaca could distribute at
least $135 million in the next few months. Additional amounts are
likely to follow, subject to the different restrictions under its
debt facilities. Under our base-case scenario for Ithaca, we assume
an annual distribution of at least $200 million per year. In our
view, such returns will not weigh heavily on Ithaca's 'bb-'
stand-alone credit profile.

"Significant hedge book and steady operations support our current
assessment of Ithaca's stand-alone credit profile.   We recently
revised our Brent oil price to $30/bbl for the remainder of 2020.
Based on this, we expect Ithaca to post EBITDA of about $700
million-$800 million in 2020. The company's hedging book will help
it to avoid a significant drop in EBITDA, despite the reduced spot
price. Currently, about 70% of 2020 production and about 40% of
2021 production is hedged at much healthier levels (oil price
slightly above $60/bbl).

"This should translate into funds from operations (FFO) to debt of
about 20%-25%, and S&P Global Ratings-adjusted debt to EBITDA of
2.75x-3.25x in 2020, with deleveraging in 2021, which we view as
commensurate with the current stand-alone assessment of 'bb-'. We
expect Ithaca to post free operating cash flow of more than $300
million per year, even without substantial cuts in capex.

"We expect to resolve the CreditWatch placement over the coming
months, after the situation regarding Delek's liquidity becomes
clearer. At this stage, we see a possibility that we could lower
the rating on Ithaca if Delek's liquidity deteriorated further and
we saw a negative intervention that went beyond our dividend
assumption of about $200 million a year."


NEW LOOK: Fitch Downgrades LT Issuer Default Rating to CC
---------------------------------------------------------
Fitch Ratings has downgraded New Look Bonds Limited's (New Look)
Long-Term Issuer Default Rating (IDR) to 'CC' from 'CCC+'. Fitch
has also downgraded the financing vehicle company New Look
Financing Plc's GBP250 million reinstated senior secured due in May
2024 notes and GBP150 million new money bonds due in May 2024 to
'C'/RR5/18% from 'CCC'/RR5/21%.

New Look Bonds Ltd owns the financing vehicle and the main
operating company New Look Retailers Ltd, which operates as a value
fashion multi-channel retailer in the UK clothing & footwear
market.

The downgrade mainly reflects the impact of the COVID-19 crisis,
which has aggravated New Look's already weak credit profile with
significantly increased liquidity concerns over the next three to
six months. While New Look is putting in place a series of
compensating measures, the business remains essentially unfunded in
the absence of external cash support, including the extension and
expansion of its operating facility (GBP80 million due in June
2020, already scheduled to reduce by GBP10 million in April 2020).

KEY RATING DRIVERS

Liquidity Exhausted by COVID-19: Under a scenario of three-month
shop closures with minimal online revenues, the company does not
have sufficient liquidity to pay for its inventories in spring,
even if payments to suppliers were delayed to July-September. This
is despite government support on 80% staff costs, business rate
holiday, deferral of rents and some reduction in variable costs.
New Look closed all its stores by March 21, 2020, while its online
operations (around 20% of revenues) currently remain operational.
However, the company might follow its peers, like Next Plc, which
has temporarily closed its online channel in response to the
COVID-19 outbreak.

Operating Facility Extension Essential: New Look does not have
enough liquidity to repay the current drawings under its operating
facility (currently: GBP80 million) with GBP10 million step-downs
in April and June, maturing in June 2020. This line is largely
drawn and mainly used for letters of credit and supply chain
financing. An extension of the operating facility will be crucial
to support any unexpected cash outflows beyond June 2020.
Refinancing risk has also increased on its fully drawn GBP100
million committed revolving credit facility (RCF), which matures in
June 2021.

Turnaround Not Fully Realised: In February 2020 New Look lowered
its pre COVID-19 FY20 EBITDA guidance (ending March 2020) to GBP60
million-GBP76 million from GBP100 million under the turnaround
plan, and compared with GBP86 million Fitch assumed for FY20.
Revenues and profits have declined along footfall and online
traffic, despite the progress on various aspects of its original
turnaround plan.

The turnaround strategy to restore its value-for-money and broad
appeal reputation seemed plausible, and the company managed to cut
costs, improved its inventory management and reduced markdowns in
Q3 FY20 along with reducing lead times from sourcing to store. New
Look has also recruited experienced industry professionals to
transform the business.

PIK Interest Option Provides Relief: New Look has the optionality
to PIK its interest payments under the notes (with the next coupon
due in July 2020). Funds from operations (FFO) adjusted gross
leverage is forecast at 10.4x in FY20 (vs.14.7x in FY19), with no
material deleveraging expected within the rating horizon,
highlighting excessive refinancing risk.

Under the debt restructuring approved in May 2019, senior debt
holders wrote off nearly GBP925 million of pre-restructured debt.
Senior secured noteholders converted all their existing claims of
GBP1,070 million into GBP250 million of new senior secured 2024
notes and 20% of the ordinary share capital of New Look
post-restructuring. 72% of the group's equity upon closing was
given to the providers of a new five-year GBP150 million new money
2024 senior secured bond.

Significant Cost Savings Achieved: New Look has achieved large
savings via lower rents, headcount reduction, HQ rationalisation,
exit of non-core and loss making markets and ongoing efficiency
programs. Rent costs are significantly lower at GBP105 million vs.
GBP154 million in FY18, following the company voluntary arrangement
process completed in March 2018, allowing the closure of 60 stores
and rent reduction by GBP37 million. The average lease length of UK
stores is less than five years, which gives a degree of operational
flexibility to the turnaround plan. New Look now has 512 stores in
the UK and Ireland (previously 600).

Competitive UK Clothing Market: New Look operates in an extremely
competitive UK mass market clothing sector characterised by reduced
consumer confidence and rising input prices. The group is also
challenged by a new generation of pure online retailers such as
ASOS, Boohoo.com and The Very Group, which benefit from lower cost
bases and a lack of legacy IT and logistics systems. New Look must
also compete with traditional store based retailers such as Next
Plc and Marks & Spencer plc (BBB-/Negative), which are developing
their online offer and integrating this channel into their existing
store portfolio.

DERIVATION SUMMARY

New Look is a fashion multi-channel retailer operating in the value
segment of the UK clothing & footwear market for women, men and
teenage girls. Its e-commerce platform is a key differentiating
factor relative to other sector peers, such as Novartex SA (CC).
However, prior issues around product, brand and pricing perception
have led to a decline in market share, even through its online
channel. Despite the new capital structure following its latest
restructuring, the forced store closure prompted by the coronavirus
outbreak, has led us to re-forecast excessive FFO adjusted
leverage, with a very weak liquidity position given the traditional
inventory build-up in the early spring, and inability to sell
increasing volumes online. The credit and liquidity profiles mirror
those of Novartex but contrasts with online asset-light retailers,
such as Boohoo, ASOS and The Very Group (B/RWN) some of which are
still able to sell through their online channels during the
COVID-19-induced lockdown, with structurally better cash conversion
than store-based retail peers.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:- Limited revenues for three months (end-March to end-June
2020), following the closure of all non-essential retail stores in
the UK and the Republic of Ireland; assuming only a fraction of the
online sales to survive;

  - Slow sales build up as the stores re-open, with a quarterly
reduction in footfall diminishing from -30% to -15% at the end of
the fiscal year 2021 compared to prior year;

  - FY22 sales forecast at around 90% of 2020 level;

  - Rent payment deferred during the assumed three month shutdown
period, with re-payment staggered over the remainder of the fiscal
year;

  - 80% of the staff costs during the shutdown period covered
through the scheme put in place by the government, business rate
forgiveness for the whole of 2021 fiscal year, as well as deferred
taxes;

  - Change in working capital reflecting an inventory build-up in
2021 as the company only manages to cancel or delay a small portion
of its existing orders;

  - Capital expenditures reduced to c.GBP13 million in 2021, below
fixed asset depreciation

  - Operating facility of GBP80 million assumed to have been
maintained and its maturity extended with repayment in FY2022
only;KEY RECOVERY ASSUMPTIONS:

  - Fitch proposes a going concern approach as Fitch believes
creditors are likely to maximise their recoveries by restructuring
the company or selling it as a going concern as opposed to
liquidation. Importantly, going concern value is also higher than
liquidation.

  - Fitch has applied a going-concern EBITDA of approximately GBP70
million, which is broadly aligned with the latest guidance provided
by New Look for FY20 (ending March 2020). This level of EBITDA in a
post re-structuring scenario (outside of coronavirus events) is
enough to cover interest payment, maintenance capex of GBP25
million and taxes, assuming neutral working capital.

  - Fitch is maintaining the distressed multiple at 4.0x to reflect
a disrupted business model under challenging market conditions.

Outcome: Based on the waterfall whereby the RCF (GBP100 million)
and the utilised operating facilities (GBP80 million) rank super
senior, after deduction of 10% for administrative claims, its
waterfall analysis generates a ranked recovery in the RR5 band (18%
recovery), indicating a 'C' instrument rating for the senior
secured notes.

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

  - Ability to secure funding to shore up near-term liquidity needs
allowing New Look to continue trading and remain a going concern;

  - Sharper and earlier rebound in sales in Q2 FY21
(July-September), leading to a revised expectation of at least
neutral EBITDA trending to GBP50 million for the full year;

  - External equity or other forms of cash injection improving
liquidity over the next 12 to 24 months.

Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:

  - Inability to maintain amount and/or extend its operating
facility, especially if combined with inability to negotiate a
deferred payments with suppliers and/or reduce or cancel some of
its existing orders triggering imminent liquidity requirements;

  - A default or default-like process has begun;

  - Filling for administration, liquidation, or other formal
winding-up procedure.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity Fully Exhausted in Coming Months: Fitch expects New Look
will run out of cash by September 2020, assuming its stores remain
closed for three months. This would be exacerbated by the repayment
of (or failure to extend) its operating facility which is coming
due on June 25, 2020 and even before that by the step-down of GBP10
million in the amount of this facility planned for end-April 2020.
The company is in talks with its banks to extend and maintain its
amount at GBP80 million. The company is using a large portion of
this facility for its letters of credit (GBP53.7 million as of
March 2019).

New Look is also engaged in negotiation with its suppliers to defer
payment to 2Q when its stores reopen. If the negotiations with the
suppliers are unsuccessful, New Look may run out of cash by June
2020.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

ESG CONSIDERATIONS

ESG issues are credit neutral or have only a minimal credit impact
on the entity(ies), either due to their nature or the way in which
they are being managed by the entity(ies).

VENATOR MATERIALS: Moody's Downgrades CFR to B2, Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded Venator Materials plc's CFR
rating to B2 from B1. Moody's also downgraded Venator Materials
LLC's senior secured term loan to B1 from Ba3, and the rating on
Venator Materials Corporate senior unsecured bonds to B3 from B2.
The outlook for Venator and its subsidiaries is changed to negative
from stable. The downgrades reflect lower earnings expectations and
the likelihood that free cash flow is negative in 2020, reducing
liquidity and diminishing the possibility that the company can
reduce debt ahead of the next downcycle in TiO2 markets. The SGL-2
rating is downgraded to SGL-3.

"An economic recession that weakens demand in TiO2 end markets will
pressure Venator's earnings and credit metrics this year,"
according to Joseph Princiotta, Moody's SVP and lead analyst for
Venator. "Cash spending for capex and the Pori facility is
projected to be lower compared to last year, but total cash spend
is still expected to exceed cash generation as markets soften,
Princiotta added."

Downgrades:

Issuer: Venator Materials Corporation

Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD5)
from B2 (LGD5)

Issuer: Venator Materials LLC

Senior Secured Bank Credit Facility, Downgraded to B1 (LGD3) from
Ba3 (LGD3)

Issuer: Venator Materials plc

Probability of Default Rating, Downgraded to B2-PD from B1-PD

Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2

Corporate Family Rating, Downgraded to B2 from B1

Outlook Actions:

Issuer: Venator Materials Corporation

Outlook, Changed To Negative From Stable

Issuer: Venator Materials LLC

Outlook, Changed To Negative From Stable

Issuer: Venator Materials plc

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The chemical
sector in general and TiO2 subsector in particular have been
affected by the shock, especially the auto and certain industrial
end markets given the sensitivity to consumer demand and economic
activity. Fitch regards the coronavirus outbreak as a social risk
under its ESG framework, given the substantial implications for
public health and safety. The action, in part, reflects the impact
on Venator of the breadth and severity of the shock, and the broad
deterioration in credit quality it has triggered.

While the end markets of architectural coatings and consumer
related plastics served by TiO2 are likely to fair better than most
chemical markets in the second quarter and for the year, the
earnings trend line for TiO2 producers is still likely to be flat
or down as other end markets, i.e. industrial coatings and plastics
sold into durable markets, are likely to show demand weakness this
year. Moreover, still heavy cash spending requirements are likely
to result in another year of negative free cash flow and reduce the
company's liquidity position.

The company expects cash flow usage for the year might total
$215-240 million, consisting of $80-90 million for capex, $75 for
pensions and other uses, $15-$20 for Pori-related expenses, $15-$20
for restructuring, and $40-45 million for cash interest. Working
capital is targeted as a $10 to $30 million source of cash, but
EBITDA in 2019 was $194 million and results this year are likely to
be flat or lower, resulting in negative cash flow and revolver
usage.

Moody's recognizes that the shortfall in cash flow and cash bleed
could be entirely offset with proceeds from the pending sale of the
color pigments business, but the timing of that transaction is now
uncertain given current financial market conditions and challenges
for potential buyers to travel and conduct due diligence. Moody's
also recognizes the company has some levers to pull if conditions
deteriorate, including further reductions or postponement in capex
and the level of spend at the Pori facility.

Venator's credit profile benefits from its leading market position
among the world's leading titanium dioxide producers with a strong
presence in specialty products and modest earnings diversity from
the Performance Additives segment, prospective benefits from a
business improvement program, and adequate liquidity. However, as
evidenced over the last few years, the rating incorporates
expectations for significant fluctuations in market conditions and
key credit metrics in this cyclical industry.

Venator's credit profile has been weakened by macroeconomic
challenges and softer TiO2 markets in 2018 and 2019, particularly
in its important European markets, which accounts for nearly half
of total TiO2 sales. EBITDA margins fell by roughly 500 bp to 9%,
with adjusted gross financial leverage increased to 5.4x for the
twelve months ended December 31, 2019. With the inventory
correction that occurred from late 2018 through the middle of last
year, combined with the substantial and lingering cash usage for
the Pori closure and restructuring costs, cash flow has been
negative and cash balances reduced, leaving debt higher than
expected at this point in the cycle.

While 2019 was a year of lackluster global demand and downside
trends to pricing outside NA, Moody's remains optimistic that the
limited additions to global capacity could eventually underpin more
favorable long term supply-demand fundamentals in TiO2. However,
the outlook for margin growth is tempered by higher raw material
ore costs, particularly for Venator which is the least
back-integrated of the five major global producers.

The SGL-3 Speculative Grade Liquidity Rating ("SGL") indicates
adequate current liquidity to support operations in the near-term
with $55 million in cash, as of December 31, 2019. Moody's
estimates that free cash flow could be in the range of negative $40
million to slightly positive this year, depending on market
conditions and actual cash spending in the targeted 'buckets'
identified. Negative free cash flow would likely be financed with a
combination of cash balance reduction and revolver usage. Venator
has access to an increased $350 million asset-based revolving
credit facility, which matures in August 2022. However, the
borrowing base was reported to be approximately $273 million as of
December 31, 2019, less $21 million letters of credit issued and
outstanding; resulting in revolver availability of $252 million at
year end.

The credit agreement contains a springing fixed charge coverage
ratio test that does not become effective unless excess
availability falls below 10% of the facility. Fitch does not expect
the covenants will be tested in the near-term and believe that the
covenant lite structure is well-aligned with the cyclicality of the
company's business over a longer horizon. An asset sale, as
discussed, would help improve liquidity.

The negative outlook incorporates the risk to the downside in
earnings and cash flow, either from weakening of the TiO2 markets
beyond current expectations, cash spending that exceeds current
estimates, or failure or long delay in divesting the color pigments
business.

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

Moody's is unlikely to consider an upgrade until positive free cash
flow is restored and robust enough to allow debt reduction. Moody's
would also need to see improved margins relative to peers and
clarity and completion of all Pori spending including the cleanup,
remediation and final closure costs of the facility. If debt were
to be meaningfully reduced below $600 million ahead of the next
down cycle, Moody's would consider an upgrade.

Failure to improve gross adjusted leverage below 5.5x, or eliminate
the cash bleed on a run-rate basis by year end could result in a
further downgrade. Liquidity falling below $150 million could also
have negative rating implications.

ESG factors do not impact the ratings at this time, However,
environmental exposure and costs for commodity companies can be
meaningful, and even more so for TiO2 players, and can have credit
and ratings implications. Venator expects to incur environmental
costs related to the cleanup of the Pori facility upon its eventual
closure, including remediation and closure costs. But the company
hasn't provided a timing or estimated range for these costs, which
it says could be material. In addition, the company has capital
expenditures for Environmental, Health and Safety (EHS) matters of
$35 million and $9 million, as of December 31, 2019 and YE 2018,
respectively, as well as environmental reserves relating to pending
environmental cleanup, site reclamation, closure costs, and known
penalties of $9 million and $12 million, respectively.

Fitch regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Aside from the virus, Social risks are moderate but
potentially increasing for the TiO2 industry, as the ongoing
hearings between the EU Commission and the industry may result in
tighter regulation for TiO2, the scope of which is not yet clear as
there is still debate over the carcinogenicity of TiO2. As a public
company, governance issues are viewed as modest and supported by
what has thus far been communication of reasonable financial
policies for the ratings category.

Headquartered in the United Kingdom, Venator Materials plc is the
world's third-largest producer of titanium dioxide pigments used in
paint, paper, and plastics, and a producer of performance additives
for a wide variety of end markets. Venator was created through an
IPO transaction from Huntsman Corporation in 2017. Venator
generated approximately $2.1 billion in revenues for the twelve
months ended December 31, 2019.

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

WILLIAM HILL: Moody's Cuts CFR to Ba3; Put on Review for Downgrade
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Moody's Investors Service downgraded William Hill plc's corporate
family rating to Ba3 from Ba1, the probability of default rating to
Ba3-PD from Ba1-PD, and the instrument ratings on the GBP350
million senior unsecured notes due 2026 and GBP350 million senior
unsecured notes due 2023 and GBP375 million notes due June 2020 to
Ba3 from Ba1. Ratings were placed on review for downgrade.

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The gaming sector
has been one of the sectors most significantly affected by the
shock given its sensitivity to retail gaming shop closures and the
cancellation of sports events. More specifically, the weaknesses in
William Hill's credit profile have left it vulnerable to revenue
losses in these unprecedented operating conditions and the company
remains vulnerable to the outbreak for as long as the current
lockdowns and cancellations continue. Moody's regards the
coronavirus outbreak as a social risk under Moody's ESG framework,
given the substantial implications for public health and safety.
The action reflects the impact on William Hill of the breadth and
severity of the shock, and the broad deterioration in credit
quality it has triggered.

Moody's-adjusted gross leverage increased to over 3.2x in 2019 from
2.6x in 2018 following the UK government's April 2019
implementation of a GBP2 limit on fixed odds betting terminals
("FOBTs" or B2 machines) and online tax increases which greatly
reduced revenue and cash flow, and forced the company to close over
700 licensed betting offices (LBOs). Moody's expects the impact of
coronavirus to further drive Moody's-adjusted leverage above 6x in
2020, exceeding the previous downgrade trigger of 3.5x, not
including any drawings under the company's RCF. Liquidity has
deteriorated, with the upcoming GBP203 million bond maturity in
June and a high level of cash burn since the sporting event
cancellations and LBO closures began.

William Hill's Ba3 rating is also constrained by (1) its limited
geographic diversity, with the UK contributing 76% of net revenue
in 2019, although this is reducing with the US expansion, and
European expansion through the recent acquisition of Mr. Green & Co
A.B. (MRG), and; (3) its mature land-based retail business which
has reduced by around 30% and weakened its competitive position;
(4) the volatility of sports results, and; (5) risk of adverse
regulatory change and tax increases, which may be a lower risk in
the near term.

The Ba3 rating benefits from the company's (1) relatively strong
positions in the UK retail betting industry; (2) significant
opportunity for online growth in Europe through MRG and in North
America as the number of US states to legalise sports betting
grows; (3) strong brand name and the retail segment's high barriers
to entry.

William Hill is publicly listed on the London Stock Exchange and
has a good corporate governance track record. The company has also
demonstrated adherence to a prudent financial policy over the last
few years, which Fitch regards as commensurate with the company's
rating level.

LIQUIDITY

Moody's considers the company's liquidity profile as adequate for
its near-term needs, but only on the basis that its RCF lenders
accommodate an amendment or waiver of its financial covenants, as
otherwise Moody's assumes there will be a covenant breach in either
June or December 2020. Under the combined GBP425 million committed
multi-currency RCFs, maturing November 2022 and October 2023,
William Hill has to comply with two financial covenants, a maximum
leverage ratio of 3.5x and a minimum net interest cover of 3.0x.

Sources of cash include (1) unrestricted cash balance of GBP372
million at end of 2019 and (2) the GBP425 million committed
revolving credit facilities which have been fully drawn down.
However, the company has a GBP203 million of bond maturity in May
2020 and will burn significant cash for each month the LBOs are
closed and significant sporting events are cancelled.

STRUCTURE

William Hill's Ba3-PD probability of default rating (PDR) is
aligned with the corporate family rating (CFR), reflecting the
assumption of a 50% family recovery rate, customary for capital
structures including bank debt and bonds. The Ba3 rating on the
senior unsecured notes is also aligned with the CFR, as their
priority ranking is equal to the RCF.

The notes benefit from an unconditional, irrevocable guarantee of
first demand from William Hill Organization Ltd, which operates the
UK retail business and is the holding company for the group's
online operations, WHG (International) Limited.

RATIONALE FOR RATING REVIEW

The review process will be focusing on the company's ability to
confirm continuing covenant compliance, increase external sources
of liquidity (if needed) and successfully repay the GBP203 million
bond at maturity in June.

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

The ratings are unlikely to be upgraded in the short term. Positive
rating pressure would not arise until the coronavirus outbreak is
brought under control, licensed betting offices reopen and sporting
events resume. At that stage Moody's would evaluate the balance
sheet and liquidity strength of the company and positive rating
pressure would require evidence that the company is capable of
substantially recovering its financial metrics and restoring
liquidity headroom within a reasonable horizon, as well as
adherence to a balanced financial policy.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Gaming Industry
published in December 2017.

CORPORATE PROFILE

Established in 1934, William Hill plc is a leading sports betting
and gaming company that operates predominantly in the UK, a market
that provided approximately 76% of the company's net revenues in
fiscal year 2019.

William Hill's main delivery channels are retail and online. The
former through over 1,600 licensed betting shops in the UK with
over-the-counter betting, SSBTs and gaming machines, and the latter
offering sports betting, casino games, poker, bingo and live casino
via mobile and internet connections primarily in the UK, Spain and
Italy but also in 100 other countries. The company is also present
in the US where it is the largest operator of land-based sports
books in Nevada with a 56% share by number of outlets. In the US,
William Hill is also the exclusive bookmaker for the State of
Delaware's sports lottery and provides mobile sports betting
services in Nevada.


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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

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