/raid1/www/Hosts/bankrupt/TCREUR_Public/200417.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

          Friday, April 17, 2020, Vol. 21, No. 78

                           Headlines



B E L G I U M

RADISSON HOSPITALITY: Fitch Cuts LT IDR to B, On Watch Neg.


B U L G A R I A

[*] BULGARIA: Over 42% of Startups at Risk of Going Bankrupt


F R A N C E

HESTIAFLOOR 2: Fitch Gives B+ LT IDR, Outlook Stable


I R E L A N D

[*] Fitch Places 10 Tranches from 5 European CLOs on Watch Neg.
[*] Fitch Places 11 Tranches from 5 European CLOs on Watch Neg.
[*] Fitch Places 12 Tranches from 5 European CLOs on Watch Neg.
[*] Fitch Puts 9 Tranches from 4 European CLOs on Watch Neg.


L U X E M B O U R G

ATENTO LUXCO: Fitch Cuts LT FC IDR to B+, On Watch Negative


R U S S I A

CHUVASHIA REPUBLIC: Fitch Affirms BB+ LT IDR, Alters Outlook to Neg
KIROV REGION: Fitch Alters Outlook on BB- LT IDR to Negative
SMOLENSK REGION: Fitch Affirms B+ LT IDRs, Alters Outlook to Neg.


S W E D E N

MQ: To File for Bankruptcy Following Significant Sales Drop


U K R A I N E

PRIVATBANK: Appeals Court Upholds Ruling in Surkis Brothers Case


U N I T E D   K I N G D O M

BRITISH AIRWAYS: Fitch Cuts LT IDR to BB+, Outlook Negative
INSPIRED ENT.: Fitch Cuts LT IDR to C, Removed From Watch Neg.
JAGUAR LAND: Fitch Cuts LT IDR to B+, On Rating Watch Negative
KEMBLE WATER: Fitch Cuts IDR to B+, Alters Outlook to Negative
MARKS & SPENCER: Fitch Cuts IDR & Senior Unsecured Rating to BB+

NEKTAN PLC: Appoints Joint Administrators in Gibraltar
NEPTUNE ENERGY: Fitch Affirms BB IDR, Alters Outlook to Negative
NMC HEALTH: ADCB Launches Criminal Complaint After Administration
OASIS WAREHOUSE: Enters Administration, 2,000+ Jobs at Risk
PEARL HOLDING: Moody's Cuts CFR & Sr. Sec. Bond Rating to Caa1



X X X X X X X X

[*] BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles

                           - - - - -


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B E L G I U M
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RADISSON HOSPITALITY: Fitch Cuts LT IDR to B, On Watch Neg.
-----------------------------------------------------------
Fitch has downgraded Radisson Hospitality AB's Long-Term Issuer
Default Rating to 'B' from 'B+', and senior secured rating to
'BB-'/ from 'BB'. The ratings have been put on Rating Watch
Negative.

The downgrade reflects delayed deleveraging compared with Fitch's
previous expectations, and an uncertain credit profile once the
coronavirus outbreak abates, in a sector which is among the most
severely hit by the current crisis. The RWN reflects a temporary
tightening of Radisson's liquidity in 2H20, which Fitch expects the
company will be able to address with measures such as contained
capex and working capital management.

The 'B' rating reflects Radisson's solid market position in the
upscale hotel segment in EMEA, with a balanced portfolio structure
shifting to an asset-light model, and a continued deleveraging
capacity which Fitch expects to resume in 2021.

KEY RATING DRIVERS

High Exposure to Coronavirus Disruption: The rating action reflects
the material impact of the economic disruption caused by the
pandemic for lodging companies. As a result of the restriction of
movements imposed by governments to limit the pandemic spread and
exceptional measures to offset sharp declining demand, Fitch
expects worldwide occupancies to fall sharply during 2020, before
gradually recovering from 4Q20 into 2021 and 2022. Some public
support to soften the economic shock has been incorporated in its
assumptions, but additional initiatives could ease the immediate
downturn impact from the outbreak.

Higher Post-Crisis Leverage: Fitch projects funds from operations
adjusted net leverage to peak in 2020 and to remain around 4.0x in
2021-2022 (2019: 3.9x), partly due to its assumption that the new
shareholder, a consortium led by Jinjiang International Holdings
Co, Ltd. (Jinjiang, BBB+/Stable), will prompt a refinancing to
avoid current restrictions to dividends, which Fitch assumes could
take place from 2022. This is expected to slow the deleveraging
path, but with no impact on medium term deleveraging capacity. A
rapid return to pre-crisis trading conditions, a continued focus on
free cash flow generation and a conservative financial policy,
could accelerate deleveraging, but the uncertainty around this
scenario supports the downgrade.

Liquidity Headroom Fully Exhausted: The group has fully drawn on
its EUR20 million revolving credit facility to cover potential
operating losses, but this might not be sufficient to bridge its
operating and capex needs until operations resume. A starting cash
balance around EUR240 million, capex flexibility, financial support
or corporate guarantee from its shareholder, could ease cash needs
for 2020. However, the business will be left without any liquidity
buffer thereafter to address other operating challenges unrelated
to the pandemic, which underpins the RWN.

Flexibility in Cost Base: Fitch projects a sharp decline of
Radisson's revenues of close to 50% in 2020 leading to a negative
EBITDA margin. Fitch estimates reasonable flexibility on the cost
base. Costs are, however above industry peers' due to a combination
of expensive staff cost, leases and fees paid to sister Radisson
Hospitality Inc. Cost flexibility is supported by an efficient cap
mechanism on rentals, as 68% of all leases comprise a variability
component acting as downside protection.

Ambitious Repositioning Plan, Successful Start: Radisson launched
in 2018 an ambitious five-year plan that includes a significant
repositioning of hotels, 25,000 new rooms (mostly through
management and franchise contracts) and an optimization plan to
gain organizational efficiency. The first phase of the plan has
been in line with, or slightly exceeding, the budgeted signings in
2019. Due to Radisson's positioning and management record, the
rating reflects its view of moderate execution risks of the
business plan.

Good Upscale Positioning: Radisson is well-positioned as an upscale
operator covering differentiated target customers (54% business
clients with a generally upscale profile, and 46% leisure
travelers), which is a risk-mitigating factor. It is present in 79
countries, with a concentration in the Nordics and western Europe.
Radisson has a balanced portfolio structure with an asset-light
model (only 17% of the rooms are leased). This business model with
recurring (albeit flexible) fees mitigates FCF volatility in a
cyclical sector, given the low capex it entails.

Governance Practices and Strategy Could Change: The involvement of
the new shareholder in the operations and the new board of
directors' composition, with the majority of seats representing the
new shareholder, might affect the decision-making process.
Nonetheless, Fitch recognizes the new business opportunities that
may stem from Jinjiang - one of the leading hospitality groups in
the world - being the common shareholder for the full Radisson
group.

Parent-Subsidiary Linkage: The 94% takeover of Radisson by a
consortium led by Jinjiang requires Fitch to apply its
Parent-Subsidiary Rating Linkage Criteria. Fitch rates Jinjiang
using a top-down approach from its internal assessment of the
credit profile of the company's parent, the Shanghai government, in
line with its Government-Related Entities Rating Criteria.

As Fitch believes that the support that Jinjiang could receive from
the Shanghai government is unlikely to flow to Radisson, Fitch is
using Jinjiang's standalone credit profile (SCP, excluding support)
of 'b+' as a starting point, which is higher than Radisson's 'b'.
Although the legal links between both entities are currently
limited, Fitch sees them strengthening in the future, possibly
through the inclusion of Radisson in Jinjiang's financial
management, or the provision of a guarantee on its debt. The
operational and strategic links are deemed moderate-to-strong.
However, in the absence of a guarantee at present, Radisson's IDR
is in line with its SCP.

DERIVATION SUMMARY

Radisson is the third-largest hotel chain in Europe, but its scale
and diversification are limited in a hospitality industry dominated
by leaders with a significant presence such as Marriott
International, Inc. (BBB-/RWN), Accor SA (BBB-/Negative) and Melia.
Radisson is comparable with NH Hotel Group S.A. (NHH, B-/Negative)
in size and urban positioning, although Radisson is present in a
greater number of cities. Being part of a global group and focused
on the attractive upscale segment provides notorious brand
awareness worldwide. This market recognition and the capability to
grow under an asset-light model acts as a competitive advantage
compared with more local and asset-heavy peers, such as Whitbread
PLC (BBB/Negative) or Alpha Group SARL (B-/Negative).

Radisson operates with lower EBITDA margins than peers, due to
above-average rent expenses, fees derived from the master franchise
agreement with Radisson Hotel Group, high salaries in Nordic and
western Europe countries and a sub-optimal pricing strategy.
However, a variability mechanism deployed in its lease contracts
establishes a loss limit in a downturn such as the current
pandemic. Funds from operations adjusted net leverage of 3.9x at
end-2019 is lower than close peers.

KEY ASSUMPTIONS

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

  - Revenue decreasing by more than 50% in 2020, driven by revenue
per average room (RevPar) decline across all regions.

  - Negative EBITDA in 2020 as a result of limited flexibility of
the cost base and sudden reduction of trading activity. EBITDA
margin recovering to above 15% by 2022.

  - EUR420 million of capex for 2020-2023, including maintenance
capex and repositioning.

  - Debt refinancing to optimise interest cost.

  - EUR35 million of dividend distribution in 2022 and in 2023.

Recovery Assumptions:

The recovery analysis is based on a going-concern approach given
Radisson's asset-light model. Fitch uses its estimate for a
going-concern EBITDA of EUR67 million, in line with its previous
assumptions.

An enterprise value (EV)/EBITDA multiple of 4x is used to calculate
a post-reorganization valuation due to Radisson's lack of
real-estate assets and brand ownership. Fitch has assumed a 10%
administrative claim.

Radisson's super senior RCF of EUR20 million is assumed to be fully
drawn upon default and ranks senior to the group's senior secured
notes of EUR250 million.

These assumptions result in recovery rate for the senior secured
notes within the 'RR2' range to generate a two-notch uplift from
the IDR. The principal waterfall output percentage on current
metrics and assumptions is 88% (previously 87%).

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action (including RWN Removal and Affirmation):

  - Support from the shareholder, including under the form of a
guarantee, as long as Jinjiang's SCP remains 'b+' or higher

  - Evidence of comfortable liquidity buffer over the next 24
months

  - Recovery of RevPar in the lodging market in line with Fitch's
assumptions

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

  - Downgrade of Jinjiang's SCP so long as legal, operational
and/or strategic ties are assessed as strong

The following developments would be considered for the assessment
of Radisson's SCP:

  - Prolonged pandemic disruption leading to a tightening liquidity
and/or worsening of operational performance

  - FFO lease-adjusted net leverage above 5.5x on a sustained
basis, for example due to shareholder's initiatives such as
increased dividend payments

  - EBITDAR/ (gross interest + rents) below 1.0x

  - No evidence of successful implementation of the transformation
plan, leading to EBIT margin below 1.5% on a sustained basis

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

Limited Liquidity: Radisson has a strong cash position (EUR239.6
million unrestricted at end-2019), boosted by a bond issue in 2018.
However, Fitch expects this amount to be consumed as a result of
the pandemic disruption, leading to limited liquidity headroom in
2H20. Radisson's liquidity is partly supported by the RCF of EUR20
million (fully drawn at April 2020) maturing at end-2022, along
with the capacity to shore up liquidity with further
cash-preservation measures, including flexibility on both capex and
the cost base or a corporate guarantee from Jinjiang.

Radisson has no significant maturities until 2023 when its EUR250
million bond matures.

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 ratings (IDR and senior secured) of Radisson are directly
linked to the SCP of Jinjiang.

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).



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B U L G A R I A
===============

[*] BULGARIA: Over 42% of Startups at Risk of Going Bankrupt
------------------------------------------------------------
SeeNews reports that over 42% of startups in Bulgaria are at medium
or high risk of going bankrupt in the next three months due to the
coronavirus disease (COVID-19) pandemic, the Bulgarian Startup
Association (BESCO) said on April 15, quoting the results of a
recent survey.

If economic environment changes resulting from the COVID-19 crisis
persist over the next six months, this share reaches 75%, BESCO,
said in a statement citing the results of a survey conducted in
partnership with EDIT.bg, the Bulgarian Private Equity and Venture
Capital Association (BVCA), entrepreneurial organization Endeavor
Bulgaria and the Association of the Bulgarian Leaders and
Entrepreneurs (ABLE), SeeNews relates.  The survey was based on the
responses of representatives of a hundred startups, SeeNews notes.

A total of 39% of the companies said they are at low risk of
bankruptcy in the next three months, while 19% see no risk at all,
SeeNews discloses.

Two-thirds of all the survey respondents expect a drop in revenues
by over 40% compared to the previous months, while 63% are planning
layoffs due to the COVID-19 crisis, SeeNews relays.  

According to SeeNews, 65% of the startups said the biggest problem
regarding the current situation is the loss of local clients, while
54% pointed to the loss of international clients.

As of March 13, Bulgaria is in a state of emergency due to the
COVID-19 pandemic.

"As a result, lack of liquidity is an issue which is concerning or
already affecting 53% of the companies part of the Bulgarian
startup ecosystem," SeeNews quotes BESCO as saying.



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

HESTIAFLOOR 2: Fitch Gives B+ LT IDR, Outlook Stable
----------------------------------------------------
Fitch Ratings has assigned Hestiafloor 2 a Long-Term Issuer Default
Rating of 'B+'. The Outlook is Stable. Fitch has also assigned a
final instrument rating of 'BB-'to the company's EUR850 million
senior secured term loan B. The assignment of the final ratings
follows the receipt and review of the final loan documentation
following Gerflor's acquisition by Cobepa.

The 'B+' IDR of Gerflor is constrained by high leverage and small
scale. Fitch expects deleveraging over the next four years to be
supported by good cash generation, but leverage metrics are
expected to remain high and in line with the 'B' rating category.

The ratings also reflect Gerflor's key capabilities in various
flooring market segments, which has led to the group establishing a
leading market position in Europe with extensive coverage of the
resilient-flooring end-markets. Gerflor also benefits from
significant exposure to renovation activities (around 75% of sales
for 2019) rather than new-build projects, and from good customer
diversification. This has allowed Gerflor to generate stable
margins and strong free cash flow.

KEY RATING DRIVERS

High Leverage: Gerflor's acquisition by Cobepa, with a 50/50
financing split between debt and equity, will result in high
initial leverage for Gerflor, which Fitch expects to be 7.3x on a
funds flow from operations gross debt basis in 2020. The initial
leverage is high for the rating, but not out of line with that of
similarly rated peers (Assemblin (B/Stable) and Quimper
(B/Negative)). However, Fitch expects Gerflor to deleverage
significantly by 2022.

Strong FCF Provides Deleveraging Capacity: Gerflor's leading market
position and strong customer and geographic diversification have
enabled the group to deliver strong, stable margins with a solid
FCF generation. Fitch therefore expects leverage to improve to
below 6.0x by 2023 on the back of increasing cash flow generation.
Fitch expects FFO fixed charge cover to remain above 4.0x in
2021-2023, highlighting satisfactory financial flexibility.

Increasing Penetration of LVT Products: Resilient-flooring
penetration in Europe has been consistently increasing versus other
materials, with management estimating market share gains of 21% to
24% over 2010-2019, and rising to 25% by 2023. This has been driven
by increasing demand for vinyl products, notably luxury vinyl tiles
(LVT), which offer product differentiation against competing
materials, including their hygienic nature (easy-clean aligning
itself to healthcare, hospitality, technology operations),
configurable design and ease of installation.

Renovation Market Drives Stability: Gerflor's contract division is
driven by the less cyclical renovation construction segment rather
than the new build segment. With 80% of Gerflor's contract division
sales being generated through renovation activities, this has
resulted in strong organic growth with broadly stable margins,
providing a hedge to volatility in the new-build construction
market.

Direct Distribution Channel: Gerflor operates two distribution
channels with 60% direct sales to end-market customers and 40%
sales via an intermediary (distributor). While direct sales provide
Gerflor with flexibility over its pricing, leading to higher
margins it employs a sales force of 850 people across Europe,
representing high staff costs at around 7% of sales. Fitch views
the diversification of distribution channels positively, which is
further enhanced by the direct distribution channel resulting in a
relationship-based, long-term, repeat customer base. Fitch also
believes that a direct sales approach may limit new customer
exposure (that might be achieved through distributors),
particularly in a more competitive market, such as the residential
market where Gerflor has 11% sales and face greater competition.

High Barriers to Entry: Barriers to entry are supported by
Gerflor's vertical product integration combined with a strong focus
on product development. Additionally, the relationship-based nature
of the direct distribution channel strengthens barriers to entry,
with close cooperation with customers or stakeholders (including
architects, designers or administrators) providing the opportunity
for repeat work and recurring revenue. The often-technical nature
of Gerflor's products requires high R&D than more standardized
residential flooring, which improves the group's resilience.

Leader in Some Niche Industries: Gerflor has strong market
positions in the transport flooring and resilient sport indoor
(worldwide) segments. It is the leader in the French and German
contract vinyl markets and is a top-three provider for the rest of
Europe. The specialized nature of some of Gerflor's products means
the group's scale is smaller than that of some more generalist
floor suppliers, such as Mohawk Industries Inc (EUR8.5 billion
sales), Shaw Floors (EUR4.5 billions) and Tarkett (EUR2.8 billion,
all in 2018). Gerflor's customer base is well-diversified with more
than 12,000 customers across varied end-user segments, such as
hospitals, social housing, sport premises, schools, retail,
residential and transport.

Sound Profitability, Better Resilience: Gerflor's profitability is
fairly strong with EBITDA and FFO margins expected to be above 15%
and 10%, respectively, in 2021-2023. Fitch believes margin
resilience is a result of the niche targeted business model,
well-managed input and sales prices and strong customer
relationships (around 26 years for the top 20 customers). Gerflor
has some flexibility in its cost base, as 37% of material costs and
15% of sales & marketing costs are variable, translating into
healthy FCF margins of more than 5% in 2021-2023.

Proven Strategy Despite Ownership Change: Gerflor's strategy
remains focused on organic growth through the development of new
products to gain market share. The group has also been acquisitive
with small bolt-on acquisitions, which Fitch forecasts to total
EUR30 million per year. Despite the change in ownership, Fitch
understands from management that Cobepa's investment plan is
long-term, which is in line with management's current operational
strategy.

Good Recovery Prospects for Senior Secured Lenders: The senior
secured debt rating is 'BB-', one notch higher than the IDR, to
reflect Fitch's expectation of above-average recoveries for the
term loan B and revolving credit facility in a default. In its
recovery assessment, Fitch conservatively values Gerflor on the
basis of a 5.5x distressed multiple being applied to an estimated
post-restructuring EBITDA of EUR114 million, which is 25% below its
forecast 2020 EBITDA. The output from Fitch's recovery waterfall
suggests good recovery prospects in the range of 51-70%, resulting
in an 'RR3' recovery rating.

DERIVATION SUMMARY

Gerflor is larger than both Victoria plc (BB-/Stable) and Balta
Group, and has developed leading market positions in its niche
resilient flooring segment but is smaller than Mohawk Industries
(BBB+/Stable). The group is similarly geographically diversified as
L'isolante K-Flex SpA. However, as with most building products
companies, it has limited product differentiation.

The group has developed innovative product solutions enabling it to
cater to a wide range of end-customers, which compares positively
with peers such as Polygon (B+/Stable). Gerflor's distribution
channels deliver strong exposure to renovation or refurbishment
construction activities similar to Quimper AB, which is supported
through their significant sales force resulting in strong customer
relationships and healthy repeat business.

Gerflor and Victoria share similar financial metrics in term of
scale (EBITDA margins and FCF margins but Gerflor's FFO adjusted
leverage is higher than Victoria's for the next four years). Fitch
expects Gerflor's FFO adjusted gross leverage to improve below 6.0x
by 2023 versus Victoria's below 4.5x over the same period. Gerflor
has more stable EBITDA margin generation than Assemblin and a
higher FCF margin than Quimper.

KEY ASSUMPTIONS

  - Sales growth of CAGR 4.4% from 2019-2023

  - EBITDA margin improving to 15.4% by 2023 as a result of better
product mix and small bolt-on acquisitions of EUR30 million per
year

  - EUR30 million bolt-on acquisition per year up to 2023

  - Working capital outflow of around EUR10 million per year until
2023

  - Cash taxes around EUR30 million per year up to 2023

  - Capex at 2.8%-3.1% of sales until 2023

RATING SENSITIVITIES

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

  - FFO adjusted gross leverage below 4.5x on a sustained basis

  - Increase in scale with EBITDA trending toward EUR250 million
while keeping FCF margins at mid-single digits

  - Increased diversification in segments (e.g. sport with North
America representing over 50% of sales) or geographies

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

  - Failure to deleverage below 6.5x on FFO adjusted gross basis
end-2021

  - Transformational acquisitions (larger than EUR70 million per
year) eroding margins

  - FCF margin neutral-to-negative

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

Sound Liquidity: Gerflor's expected liquidity position is
comfortable and in line with a 'B' category rating, supported by
the non-amortizing nature of the term loan B with no debt maturity
before 2027. Financial flexibility is enhanced by a EUR125 million
RCF, expected to be fully undrawn following the closing of the
acquisition by Cobepa. Liquidity is further supported by its
expectation of positive FCF generation over the medium term.

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).



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I R E L A N D
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[*] Fitch Places 10 Tranches from 5 European CLOs on Watch Neg.
---------------------------------------------------------------
Fitch Ratings has placed 10 tranches from five European
collateralized loan obligations on Rating Watch Negative and three
others on Negative Outlook.

Sutton Park CLO DAC       

  - Class C XS1875402676; LT BBB-sf; Revision Outlook

  - Class D XS1875403054; LT BBsf; Rating Watch On

  - Class E XS1875402916; LT B-sf; Rating Watch On

Willow Park CLO DAC       

  - Class D XS1699706021; LT BBsf; Rating Watch On

  - Class E XS1699706294; LT Bsf; Rating Watch On

Seapoint Park CLO DAC       

  - Class C XS2066779294; LT BBBsf; Revision Outlook

  - Class D XS2066779880; LT BBsf; Rating Watch On

  - Class E XS2066780201; LT B-sf; Rating Watch On

Sound Point Euro CLO II Funding DAC       

  - Class D XS2032702677; LT BBB-sf; Revision Outlook

  - Class E XS2032702917; LT BB-sf; Rating Watch On

  - Class F XS2032702594; LT B-sf; Rating Watch On

Grand Harbour CLO 2019-1 DAC       

  - Class E XS2020630807; LT BB-sf; Rating Watch On

  - Class F XS2020652108; LT B-sf; Rating Watch On

TRANSACTION SUMMARY

The five transactions are cash flow CLOs mostly comprising senior
secured obligations. All the transactions are within their
reinvestment period and are actively managed by their collateral
managers.

KEY RATING DRIVERS

Coronavirus Sensitivity Analysis

Fitch placed several tranches on Rating Watch Negative and Negative
Outlook as a result of a sensitivity analysis it ran in light of
the coronavirus pandemic. The agency notched down the ratings for
all assets with corporate issuers with a Negative Outlook
regardless of the sectors and to all issuers in eight sectors with
high exposure to the coronavirus pandemic as identified by the EMEA
Leverage Finance team. Fitch assumed these assets will be
downgraded by one notch (floor at 'CCC'). In addition, the stress
scenario includes a haircut to recovery assumptions, by applying a
multiplier of 0.85 at all rating scenarios to issuers in these
sectors.

The model-implied ratings for the affected tranches under the
coronavirus sensitivity test are below the current ratings. Fitch
will resolve the rating watch status over the coming months as and
when Fitch observes rating actions on the underlying loans.

Asset Credit Quality

'B' Category Portfolio Credit Quality: Fitch assesses the average
credit quality of obligors to be in the 'B' category. The Fitch
weighted average rating factor of the current portfolios range
between 33 and 34.5. After applying the coronavirus stress, the
Fitch WARF would increase to between 35 and 37.3.

Asset Security

High Recovery Expectations: At least 90% of the portfolios comprise
senior secured obligations. Fitch views the recovery prospects for
these assets as more favorable than for second-lien, unsecured and
mezzanine assets. Fitch's stress scenario includes a haircut to
recovery assumptions by applying a multiplier of 0.85 at all rating
scenarios to issuers in the eight high-exposure sectors. The
recovery haircut reflects anticipated movement in going-concern
EBITDAs for the recovery analysis, increased use of the liquidation
approach instead of the going-concern approach and otherwise weaker
valuations in the affected sectors.

Portfolio Composition

The portfolios are well diversified across obligors, countries and
industries. The top 10 obligors' range between 13.4% and 17.7%, and
no obligor represent more than 2% of the portfolio balance.
Exposure to the eight sectors identified by the EMEA Leverage
Finance team range from 13% to 24% compared with an average
exposure of 16.5% for all Fitch-rated European CLOs.

Cash Flow Analysis

Fitch used a customized proprietary cash flow model to replicate
the principal and interest waterfalls and the various structural
features of the transaction, as well as to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests. The transactions were modelled using the current portfolio
and the current portfolio with a coronavirus sensitivity analysis
applied. Fitch analysis was based on the stable interest rate
scenario but include the front-, mid- and back-loaded default
timing scenarios as outlined in Fitch's criteria.

When conducting cash flow analysis, Fitch's model first projects
the portfolio scheduled amortization proceeds and any prepayments
for each reporting period of the transaction life assuming no
defaults (and no voluntary terminations, when applicable). In each
rating stress scenario, such scheduled amortization proceeds and
prepayments are then reduced by a scale factor equivalent to the
overall percentage of loans that are not assumed to default (or to
be voluntary terminated, when applicable). This adjustment avoids
running out of performing collateral due to amortization and
ensures all of the defaults projected to occur in each rating
stress are realized in a manner consistent with Fitch's published
default timing curve.

Portfolio Performance; Surveillance

All the transactions are in their reinvestment period and the
portfolios are actively managed by the collateral manager. As of
the latest investor reports, all the portfolio profile tests,
collateral quality tests and coverages tests are passing, except
the Fitch minimum weighted average recovery rate for one
transaction, which is failing marginally. All the transactions are
above their reinvestment target par. Exposure to assets rated 'CCC'
and below (as per Fitch calculation and based on Fitch CLOs and
Corporate CDOs Rating Criteria) is between 4.2% and 7% and would
increase to between 8.2% and 14% after applying the coronavirus
stress.

RATING SENSITIVITIES

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

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

The transactions feature a reinvestment period and the portfolio is
actively managed. At closing, Fitch uses a standardized stress
portfolio (Fitch's Stressed Portfolio) that is customized to the
specific portfolio limits for the transaction as specified in the
transaction documents. Even if the actual portfolio shows lower
defaults and losses (at all rating levels) than Fitch's Stressed
Portfolio assumed at closing, an upgrade of the notes during the
reinvestment period is unlikely, given the portfolio credit quality
may still deteriorate, not only by natural credit migration, but
also by reinvestments. After the end of the reinvestment period,
upgrades may occur in case of a better than initially expected
portfolio credit quality and deal performance, leading to higher
credit enhancement for the notes and excess spread available to
cover for losses on the remaining portfolio.

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

Downgrades may occur if the build-up of credit enhancement for the
notes following amortization does not compensate for a higher loss
expectation than initially assumed due to an unexpectedly high
level of default and portfolio deterioration. As the disruptions to
supply and demand due to the coronavirus for other sectors become
apparent, loan ratings in such sectors would also come under
pressure. Fitch will resolve the rating watch status over the
coming months as and when Fitch observes rating actions on the
underlying loans.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.

Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

SOURCES OF INFORMATION

Sound Point Euro CLO II Funding DAC:

Loan-by-loan data provided by BNY Mellon as at March 9, 2020.

Transaction reporting provided by BNY Mellon as at March 9, 2020.

Willow Park CLO DAC:

Loan-by-loan data provided by BNY Mellon as at March 10, 2020.

Transaction reporting provided by BNY Mellon as at March 10, 2020.

Grand Harbour CLO 2019-1 DAC:

Loan-by-loan data provided by U.S. Bank as at March 4, 2020.

Transaction reporting provided by U.S. Bank as at March 4, 2020.

Seapoint Park CLO DAC:

Loan-by-loan data provided by U.S. Bank as at February 14, 2020.

Transaction reporting provided by U.S. Bank as at February 14,
2020.

Sutton Park CLO DAC:

Loan-by-loan data provided by BNY Mellon as at March 10, 2020.

Transaction reporting provided by BNY Mellon as at March 10, 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.

[*] Fitch Places 11 Tranches from 5 European CLOs on Watch Neg.
---------------------------------------------------------------
Fitch Ratings has placed 11 tranches from five European
collateralized loan obligations on Rating Watch Negative and two
others on Negative Outlook.

OZLME V DAC       

  - Class E XS1904643423; LT BB-sf Rating Watch On

  - Class F XS1904643340; LT B-sf Rating Watch On

GoldenTree Loan Management EUR CLO 2 DAC       

  - Class D XS1911602313; LT BBB-sf Revision Outlook

  - Class E XS1911602669; LT BB-sf Rating Watch On

  - Class F XS1911602743; LT B-sf Rating Watch On

Ares European CLO XIII B.V.       

  - Class D XS2084074900; LT BBB-sf Revision Outlook

  - Class E XS2084075626; LT BBsf Rating Watch On

  - Class F XS2084076194; LT B-sf Rating Watch On

GoldenTree Loan Management EUR CLO 1 DAC       

  - Class E XS1772822869; LT BB-sf Rating Watch On

  - Class F XS1772823248; LT B-sf Rating Watch On

Laurelin 2016-1 DAC       

  - Class D-R XS1848760861; LT BBB-sf Rating Watch On

  - Class E-R XS1848761240; LT BB-sf Rating Watch On

  - Class F-R XS1848761596; LT B-sf Rating Watch On

TRANSACTION SUMMARY

The five transactions are cash flow CLOs mostly comprising senior
secured obligations. All the transactions are within their
reinvestment period and are actively managed by their collateral
managers.

KEY RATING DRIVERS

Coronavirus Sensitivity Analysis

Fitch placed several tranches on Rating Watch Negative and Negative
Outlook as a result of a sensitivity analysis it ran in light of
the coronavirus pandemic. The agency notched down the ratings for
all assets with corporate issuers with a Negative Outlook
regardless of the sectors and to all issuers in eight sectors with
high exposure to the coronavirus pandemic as identified by the EMEA
Leverage Finance team. Fitch assumed these assets will be
downgraded by one notch (floor at 'CCC'). In addition, the stress
scenario includes a haircut to recovery assumptions, by applying a
multiplier of 0.85 at all rating scenarios to issuers in these
sectors.

The model-implied ratings for the affected tranches under the
coronavirus sensitivity test are below the current ratings. Fitch
will resolve the rating watch status over the coming months as and
when Fitch observes rating actions on the underlying loans.

Asset Credit Quality

'B' Category Portfolio Credit Quality: Fitch assesses the average
credit quality of obligors to be in the 'B' category. The Fitch
weighted average rating factor (WARF) of the current portfolios
range between 33.5 and 37.1. After applying the coronavirus stress,
the Fitch WARF would increase to between 36.5 and 40.8.

Asset Security

High Recovery Expectations: At least 90% of the portfolios comprise
senior secured obligations. Fitch views the recovery prospects for
these assets as more favorable than for second-lien, unsecured and
mezzanine assets. Fitch's stress scenario includes a haircut to
recovery assumptions by applying a multiplier of 0.85 at all rating
scenarios to issuers in the eight high-exposure sectors. The
recovery haircut reflects anticipated movement in going-concern
EBITDAs for the recovery analysis, increased use of the liquidation
approach instead of the going-concern approach and otherwise weaker
valuations in the affected sectors.

Portfolio Composition

The portfolios are well diversified across obligors, countries and
industries. The top 10 obligors' range between 13.3% and 18.1%, and
no obligor represent more than 2.5% of the portfolio balance.
Exposure to the eight sectors identified by the EMEA Leverage
Finance team range from 16.2% to 26.6%, compared with an average
exposure of 16.5% for all Fitch-rated European CLOs.

Cash Flow Analysis

Fitch used a customized proprietary cash flow model to replicate
the principal and interest waterfalls and the various structural
features of the transaction, as well as to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests. The transactions were modelled using the current portfolio
and the current portfolio with a coronavirus sensitivity analysis
applied. Fitch analysis was based on the stable interest rate
scenario but include the front-, mid- and back-loaded default
timing scenarios as outlined in Fitch's criteria.

When conducting cash flow analysis, Fitch's model first projects
the portfolio scheduled amortization proceeds and any prepayments
for each reporting period of the transaction life assuming no
defaults (and no voluntary terminations, when applicable). In each
rating stress scenario, such scheduled amortization proceeds and
prepayments are then reduced by a scale factor equivalent to the
overall percentage of loans that are not assumed to default (or to
be voluntary terminated, when applicable). This adjustment avoids
running out of performing collateral due to amortization and
ensures all of the defaults projected to occur in each rating
stress are realized in a manner consistent with Fitch's published
default timing curve.

Portfolio Performance; Surveillance

All the transactions are in their reinvestment period and the
portfolios are actively managed by the collateral manager. As of
the latest investor reports, all the portfolio profile tests,
collateral quality tests and coverages tests are passing. All the
transactions are above their reinvestment target par. Exposure to
assets rated 'CCC' and below range between 4.3% and 11.2%, and
would increase to between 11.8% and 19.7% after applying the
coronavirus stress.

RATING SENSITIVITIES

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

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

The transactions feature a reinvestment period and the portfolio is
actively managed. At closing, Fitch uses a standardized stress
portfolio (Fitch's Stressed Portfolio) that is customized to the
specific portfolio limits for the transaction as specified in the
transaction documents. Even if the actual portfolio shows lower
defaults and losses (at all rating levels) than Fitch's Stressed
Portfolio assumed at closing, an upgrade of the notes during the
reinvestment period is unlikely, given the portfolio credit quality
may still deteriorate, not only by natural credit migration, but
also by reinvestments. After the end of the reinvestment period,
upgrades may occur in case of a better than initially expected
portfolio credit quality and deal performance, leading to higher
credit enhancement for the notes and excess spread available to
cover for losses on the remaining portfolio.

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

Downgrades may occur if the build-up of credit enhancement for the
notes following amortization does not compensate for a higher loss
expectation than initially assumed due to an unexpectedly high
level of default and portfolio deterioration. As the disruptions to
supply and demand due to the coronavirus for other sectors become
apparent, loan ratings in such sectors would also come under
pressure. Fitch will resolve the rating watch status over the
coming months as and when Fitch observes rating actions on the
underlying loans.

BEST/WORST CASE RATING SCENARIO

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

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

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


DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.

Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

SOURCES OF INFORMATION

Ares European CLO XIII B.V.:

Loan-by-loan data provided by U.S. Bank as at March 6, 2020.

Transaction reporting provided by U.S. Bank as at March 6, 2020.

GoldenTree Loan Management EUR CLO 1 DAC:

Loan-by-loan data provided by BNY Mellon as at March 6, 2020.

Transaction reporting provided by BNY Mellon as at March 6, 2020.

GoldenTree Loan Management EUR CLO 2 DAC:

Loan-by-loan data provided by BNY Mellon as at March 6, 2020.

Transaction reporting provided by BNY Mellon as at March 6, 2020.

Laurelin 2016-1 DAC:

Loan-by-loan data provided by U.S. Bank as at March 6, 2020.

Transaction reporting provided by U.S. Bank as at March 6, 2020.

OZLME V DAC:

Loan-by-loan data provided by Citicorp Trustee Company Limited as
at March 6, 2020.

Transaction reporting provided by Citicorp Trustee Company Limited
as at March 6, 2020.

[*] Fitch Places 12 Tranches from 5 European CLOs on Watch Neg.
---------------------------------------------------------------
Fitch Ratings has placed 12 tranches from five European
collateralized loan obligations on Rating Watch Negative and two
others on Negative Outlook.

Oak Hill European Credit Partners V DAC       

  - Class E XS1531385919; LT BBsf Rating Watch On

  - Class F XS1531386131; LT B-sf Rating Watch On

Oak Hill European Credit Partners III DAC       

  - Class E-R XS1642514035; LT BBsf Rating Watch On

  - Class F-R XS1642516592; LT B-sf Rating Watch On

Avoca CLO XX DAC       

  - Class D-1 XS1970749492; LT BBBsf Revision Outlook

  - Class D-2 XS1974382316; LT BBBsf Revision Outlook

  - Class E XS1970749732; LT BBsf Rating Watch On

  - Class F XS1970749815; LT B-sf Rating Watch On

Barings Euro CLO 2019-2 DAC       

  - Class D XS2091904198; LT BBB-sf Rating Watch On

  - Class E XS2091904602; LT BBsf Rating Watch On

  - Class F XS2091905161; LT B-sf Rating Watch On

BARINGS EURO CLO 2019-1 DAC       

  - Class D XS2031994069; LT BBB-sf Rating Watch On

  - Class E XS2031994903; LT BB-sf Rating Watch On

  - Class F XS2031995033; LT B-sf Rating Watch On

TRANSACTION SUMMARY

The five transactions are cash flow CLOs mostly comprising senior
secured obligations. All the transactions are within their
reinvestment period and are actively managed by their collateral
managers.

KEY RATING DRIVERS

Coronavirus Sensitivity Analysis

Fitch placed several tranches on Rating Watch Negative and Negative
Outlook as a result of a sensitivity analysis it ran in light of
the coronavirus pandemic. The agency notched down the ratings for
all assets with corporate issuers with a Negative Outlook
regardless of the sectors and to all issuers in eight sectors with
high exposure to the coronavirus pandemic as identified by the EMEA
Leverage Finance team. Fitch assumed these assets will be
downgraded by one notch (floor at 'CCC'). In addition, the stress
scenario includes a haircut to recovery assumptions, by applying a
multiplier of 0.85 at all rating scenarios to issuers in these
sectors.

The model-implied ratings for the affected tranches under the
coronavirus sensitivity test are below the current ratings. Fitch
will resolve the rating watch status over the coming months as and
Fitch observes rating actions on the underlying loans.

Asset Credit Quality

'B' Category Portfolio Credit Quality: Fitch assesses the average
credit quality of obligors to be in the 'B' category. The Fitch
weighted average rating factor (WARF) of the current portfolios
range between 34.1 and 35.8. After applying the coronavirus stress,
the Fitch WARF would increase to between 37.1 and 40.2.

Asset Security

High Recovery Expectations: At least 90% of the portfolios comprise
senior secured obligations. Fitch views the recovery prospects for
these assets as more favorable than for second-lien, unsecured and
mezzanine assets. Fitch's stress scenario includes a haircut to
recovery assumptions by applying a multiplier of 0.85 at all rating
scenarios to issuers in the eight high-exposure sectors. The
recovery haircut reflects anticipated movement in going-concern
EBITDAs for the recovery analysis, increased use of the liquidation
approach instead of the going-concern approach and otherwise weaker
valuations in the affected sectors.

Portfolio Composition

The portfolios are well diversified across obligors, countries and
industries. The top 10 obligors' range between 13.7% and 19.4%, and
no obligor represent more than 2.2% of the portfolio balance.
Exposure to the eight sectors identified by the EMEA Leverage
Finance team ranges from 18.5% to 25.7%, compared with an average
exposure of 16.5% for all Fitch-rated European CLOs.

Cash Flow Analysis

Fitch used a customized proprietary cash flow model to replicate
the principal and interest waterfalls and the various structural
features of the transaction, as well as to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests. The transactions were modelled using the current portfolio
and the current portfolio with a coronavirus sensitivity analysis
applied. Fitch analysis was based on the stable interest rate
scenario but include the front-, mid- and back-loaded default
timing scenarios as outlined in Fitch's criteria.

When conducting cash flow analysis, Fitch's model first projects
the portfolio scheduled amortization proceeds and any prepayments
for each reporting period of the transaction life assuming no
defaults (and no voluntary terminations, when applicable). In each
rating stress scenario, such scheduled amortization proceeds and
prepayments are then reduced by a scale factor equivalent to the
overall percentage of loans that are not assumed to default (or to
be voluntary terminated, when applicable). This adjustment avoids
running out of performing collateral due to amortization and
ensures all of the defaults projected to occur in each rating
stress are realized in a manner consistent with Fitch's published
default timing curve.

Portfolio Performance; Surveillance

All the transactions are in their reinvestment period and the
portfolios are actively managed by the collateral manager. As of
the latest investor reports, all the portfolio profile tests,
collateral quality tests and coverages tests are passing. All
except two of the transactions are above their reinvestment target
par. Exposure to assets rated 'CCC' and below ranges between 4.3%
and 8.7%, and would increase to between 11.3% and 23.6% after
applying the coronavirus stress.

RATING SENSITIVITIES

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

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

The transactions feature a reinvestment period and the portfolio is
actively managed. At closing, Fitch uses a standardized stress
portfolio (Fitch's Stressed Portfolio) that is customized to the
specific portfolio limits for the transaction as specified in the
transaction documents. Even if the actual portfolio shows lower
defaults and losses (at all rating levels) than Fitch's Stressed
Portfolio assumed at closing, an upgrade of the notes during the
reinvestment period is unlikely, given the portfolio credit quality
may still deteriorate, not only by natural credit migration, but
also by reinvestments. After the end of the reinvestment period,
upgrades may occur in case of a better than initially expected
portfolio credit quality and deal performance, leading to higher
credit enhancement for the notes and excess spread available to
cover for losses on the remaining portfolio.

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

Downgrades may occur if the build-up of credit enhancement for the
notes following amortization does not compensate for a higher loss
expectation than initially assumed due to an unexpectedly high
level of default and portfolio deterioration. As the disruptions to
supply and demand due to the coronavirus for other sectors become
apparent, loan ratings in such sectors would also come under
pressure. Fitch will resolve the rating watch status over the
coming months as and when Fitch observes rating actions on the
underlying loans.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.

Overall, Fitch's assessment of the asset pool information relied
upon for its rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

SOURCES OF INFORMATION

Avoca CLO XX DAC:

Loan-by-loan data provided by BNY Mellon as at February 28, 2020.

Transaction reporting provided by BNY Mellon as at February 28,
2020.

BARINGS EURO CLO 2019-1 DAC:

Loan-by-loan data provided by BNY Mellon as at March 11, 2020.

Transaction reporting provided by BNY Mellon as at March 11, 2020.

Barings Euro CLO 2019-2 DAC:

Loan-by-loan data provided by BNY Mellon as at March 11, 2020.

Transaction reporting provided by BNY Mellon as at March 12, 2020.

Oak Hill European Credit Partners III DAC:

Loan-by-loan data provided by BNY Mellon as at March 6, 2020.

Transaction reporting provided by BNY Mellon as at March 6, 2020.

Oak Hill European Credit Partners V DAC:

Loan-by-loan data provided by BNY Mellon as at March 6, 2020.

Transaction reporting provided by BNY Mellon as at March 6, 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.

[*] Fitch Puts 9 Tranches from 4 European CLOs on Watch Neg.
------------------------------------------------------------
Fitch Ratings has placed nine tranches from four European
collateralized loan obligations on Rating Watch Negative and one
tranche on Negative Outlook.

St. Paul's CLO II DAC

  - Class E-RRR XS2052179087; LT BBsf; Rating Watch On

  - Class F-RRR XS2052179756; LT B-sf; Rating Watch On

Halcyon Loan Advisors Euro Funding 2016

  - Class D XS1886372991; LT BBB-sf; Rating Watch On

  - Class E XS1886373619; LT BB-sf; Rating Watch On

  - Class F XS1886373452; LT B-sf; Rating Watch On

Halcyon Loan Advisors European Funding 2018-1 DAC       

  - Class D XS1840847674; LT BBB-sf; Revision Outlook

  - Class E XS1840848565; LT BB-sf; Rating Watch On

  - Class F XS1840847914; LT B-sf; Rating Watch On

Bardin Hill Loan Advisors European Funding 2019-1 DAC       

  - Class E XS1975728848; LT BB-sf; Rating Watch On

  - Class F XS1975730406; LT B-sf; Rating Watch On

TRANSACTION SUMMARY

The four transactions are cash flow CLOs mostly comprising senior
secured obligations. All the transactions are within their
reinvestment period and are actively managed by their collateral
managers.

KEY RATING DRIVERS

Coronavirus Sensitivity Analysis

Fitch placed several tranches on Rating Watch Negative and Negative
Outlook as a result of a sensitivity analysis it ran in light of
the coronavirus pandemic. The agency notched down the ratings for
all assets with corporate issuers with a Negative Outlook
regardless of the sectors and to all issuers in eight sectors with
high exposure to the coronavirus pandemic as identified by the EMEA
Leverage Finance team. Fitch assumed these assets will be
downgraded by one notch (floor at 'CCC'). In addition, the stress
scenario includes a haircut to recovery assumptions, by applying a
multiplier of 0.85 at all rating scenarios to issuers in these
sectors.

The model-implied ratings for the affected tranches under the
coronavirus sensitivity test are below the current ratings. Fitch
will resolve the rating watch status over the coming months as and
when Fitch observes rating actions on the underlying loans.

Asset Credit Quality

'B' Category Portfolio Credit Quality: Fitch assesses the average
credit quality of obligors to be in the 'B' category. The Fitch
weighted average rating factor (WARF) of the current portfolios
range between 33.8% and 35.4%. After applying the coronavirus
stress, the Fitch WARF would increase to between 36.7% and 39.1%.

Asset Security

High Recovery Expectations: At least 90% of the portfolios comprise
senior secured obligations. Fitch views the recovery prospects for
these assets as more favorable than for second-lien, unsecured and
mezzanine assets. Fitch's stress scenario includes a haircut to
recovery assumptions by applying a multiplier of 0.85 at all rating
scenarios to issuers in the eight high-exposure sectors. The
recovery haircut reflects anticipated movement in going-concern
EBITDAs for the recovery analysis, increased use of the liquidation
approach instead of the going-concern approach and otherwise weaker
valuations in the affected sectors.

Portfolio Composition

The portfolios are well diversified across obligors, countries and
industries. The top 10 obligors' range between 13.3% and 16.3%, and
no obligor represent more than 2.1% of the portfolio balance.
Exposure to the eight sectors identified by the EMEA Leverage
Finance team ranges from 6.3%% and 24.6%, compared with an average
exposure of 16.5% for all Fitch-rated European CLOs.

Cash Flow Analysis

Fitch used a customized proprietary cash flow model to replicate
the principal and interest waterfalls and the various structural
features of the transaction, as well as to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests. The transactions were modelled using the current portfolio
and the current portfolio with a coronavirus sensitivity analysis
applied. Fitch analysis was based on the stable interest rate
scenario but include the front-, mid- and back-loaded default
timing scenarios as outlined in Fitch's criteria.

When conducting cash flow analysis, Fitch's model first projects
the portfolio scheduled amortization proceeds and any prepayments
for each reporting period of the transaction life assuming no
defaults (and no voluntary terminations, when applicable). In each
rating stress scenario, such scheduled amortization proceeds and
prepayments are then reduced by a scale factor equivalent to the
overall percentage of loans that are not assumed to default (or to
be voluntary terminated, when applicable). This adjustment avoids
running out of performing collateral due to amortization and
ensures all of the defaults projected to occur in each rating
stress are realized in a manner consistent with Fitch's published
default timing curve.

Portfolio Performance; Surveillance

All the transactions are in their reinvestment period and the
portfolios are actively managed by the collateral manager. As of
the latest investor reports, excluding any potential subsequent
trading activity, all the portfolio profile tests, collateral
quality tests and coverages tests are passing. All the transactions
are above their reinvestment target par. Exposure to assets rated
'CCC' and below ranges between 8.5% and 13.2% and would increase to
between 14.8% and 23% after applying the coronavirus stress.

RATING SENSITIVITIES

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

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

The transactions feature a reinvestment period and the portfolio is
actively managed. At closing, Fitch uses a standardized stress
portfolio (Fitch's Stressed Portfolio) that is customized to the
specific portfolio limits for the transaction as specified in the
transaction documents. Even if the actual portfolio shows lower
defaults and losses (at all rating levels) than Fitch's Stressed
Portfolio assumed at closing, an upgrade of the notes during the
reinvestment period is unlikely, given the portfolio credit quality
may still deteriorate, not only by natural credit migration, but
also by reinvestments. After the end of the reinvestment period,
upgrades may occur in case of a better than initially expected
portfolio credit quality and deal performance, leading to higher
credit enhancement for the notes and excess spread available to
cover for losses on the remaining portfolio.

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

Downgrades may occur if the build-up of credit enhancement for the
notes following amortization does not compensate for a higher loss
expectation than initially assumed due to an unexpectedly high
level of default and portfolio deterioration. As the disruptions to
supply and demand due to the coronavirus for other sectors become
apparent, loan ratings in such sectors would also come under
pressure. Fitch will resolve the rating watch status over the
coming months as and when Fitch observes rating actions on the
underlying loans.

BEST/WORST CASE RATING SCENARIO

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

DATA ADEQUACY

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

SOURCES OF INFORMATION

Bardin Hill Loan Advisors European Funding 2019-1 DAC:

Loan-by-loan data provided by Virtus Partners as at March 10,
2020.

Transaction reporting provided by Virtus Partners as at March 10,
2020.

Halcyon Loan Advisors Euro Funding 2016:

Loan-by-loan data provided by US Bank as at March 10, 2020.

Transaction reporting provided US Bank as at March 10, 2020.

Halcyon Loan Advisors European Funding 2018-1 DAC:

Loan-by-loan data provided by Virtus Partners as at March 6, 2020.

Transaction reporting provided by Virtus Partners as at March 6,
2020.

St. Paul's CLO II DAC:

Loan-by-loan data provided by Virtus Partners as at March 9, 2020.

Transaction reporting provided by Virtus Partners as at March 9,
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.



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

ATENTO LUXCO: Fitch Cuts LT FC IDR to B+, On Watch Negative
-----------------------------------------------------------
Fitch Ratings has downgraded Atento Luxco 1 S.A.'s Long-Term
Foreign Currency Issuer Default Rating to 'B+' from 'BB'. Fitch has
also downgraded Atento Luxco's USD500 million senior secured notes
to 'B+/RR4' from 'BB' and Atento Brasil S.A.'s long-term national
scale rating to 'A-(bra)' from 'AA(bra)'. The Ratings were placed
on Negative Watch.

The downgrades reflect Fitch's expectation that cash burn will be
high due to the coronavirus, pressuring Atento's liquidity
position. This cash flow pressure coincides with business
challenges the company faces, as its top line has been pressured by
technology changes and market dynamics. Fitch estimates EBITDA
could decline by about 50% during 2020, as economic growth is now
projected to be negative throughout Latin America and Spain; the
company's sites are operating at reduced capacity and are at risk
of having their capacity substantially impaired by measures taken
throughout the region to control the virus. This sharp drop in
EBITDA combined with the currency depreciation in Brazil, Colombia
and Mexico, will likely result in net leverage exceeding 8x in
2020.

The Negative Watch incorporates the uncertainties surrounding the
duration of the coronavirus and the extent of lockdown measures and
social distancing, as well as the economic damage. With limited
liquidity headroom, if cash burn extends for more than two months
due to these factors, additional multi-notch downgrades could
occur. The company's ability to obtain working capital financing
and extend payables will be a key variable to monitor.

Fitch has incorporated in the analysis its Parent and Subsidiary
Rating Linkage criteria and considers the legal, operational and
strategic ties between Atento Luxco and Atento Brasil as strong,
suggesting that their ratings are equivalent. Fitch also evaluates
the standalone credit profile of Atento Brasil similar to the one
presented by Atento Luxco, which would also lead to the current
ratings.

KEY RATING DRIVERS

Operating Environment Deterioration: Trends have been negative for
the contract service industry, as companies develop in-house
solutions and digital channels to replace CRM traditional voice
services, and the deterioration of operating environment with lower
economic growth in Latin America and Spain will add additional
challenges to long-term trends. Fitch estimates Atento could lose
50% or more of its 2Q20 revenues, depending on the duration and
depth of the restrictions, and cash burn will pressure the
company's liquidity position. Atento's operations are exposed to
governmental decisions to shut down sites, which has affected so
far, the Argentine operations. Delinquency rates and receivables
tend to increase in the short term, and will pressure working
capital needs. Headcount reductions will also generate severance
payments negatively affecting margins.

Medium to High Risk Sector: Atento operates in the CRM/BPO segment,
which has a medium- to high-risk stance, in Fitch's view.
Competition is intense, clients tend to diversify outsourcing
providers to avoid being dependent on one supplier, and players
have high customer concentration, especially on large financial
institutions and telecommunication carriers. Most of the contracts
have no minimum volumes, which add volatility to results. The
industry presents high operating leverage, driven by salaries and
rent costs, where a permanent reduction in volumes, which demands
capacity adjustments, usually result in heavy labor and
rent-related severance payments. Additionally, charging fines from
contracts suspensions with large clients has historically been
difficult.

High Cash Burn: Fitch projects Atento to generate USD47 million of
EBITDA in 2020 and USD91 million in 2021, compared to USD118
million in 2019, as per Fitch's criteria. Base case projections
considered about 20% revenues reduction during the year. Fitch
estimates an average cash burn between USD25 million and USD30
million per month during the stressed scenario. Operating cash flow
will be pressured by lower volume calls, potential severance
payments and higher delinquency rates. Higher working capital needs
and investments of about USD48 million will result in negative FCF
of USD56 million in 2020.

Leverage to Significantly Increase in 2020: Atento's net
debt/EBITDA ratio will likely exceed 8x during 2020, as a result of
sharp EBITDA reduction and the negative impact of currency
depreciation in Brazil, Mexico and Colombia. These three countries
represent approximately 70% of the company's consolidated EBITDA.
Currently, the pro-forma net leverage would be 4.9x compared to
3.8x reported in December 2019, and only 19% of Atento's revenues
are in hard currency. As of Dec. 31, 2019, total debt was USD569
million and included its unhedged USD500 million notes due in 2022
(only their coupons are hedged).

High Customer Concentration: Atento has high client concentration,
with the top 10 clients surpassing 70% of revenues. Although the
relevance of Telefonica Group (Telefonica S.A.; BBB/Stable) to
Atento's revenues has declined in the last few years, it is still
high and represents approximately 34% of total revenue. Fitch views
this reduction as positive as it gradually reduces client
concentration risk. Telefonica's public intention is to spin-off
its Hispam operations (Chile, Mexico, Colombia, Peru, among others)
and focus in Brazil, Spain, Germany and the UK. Atento's revenues
from Telefonica in Hispam countries reached USD247 million or 14%
of the total sales. Fitch believes this risk is partially mitigated
by the Master Service Agreement (MSA) with Telefonica, which
guarantees an inflation-adjusted revenue stream until 2021 (2023 in
Brazil and Spain).

DERIVATION SUMMARY

Atento is the largest CRM/BPO provider in Latin America with 16%
estimated market share. The ratings are tempered by the intrinsic
client concentration in telecommunication and financial sectors and
limited ability to charge fines from large clients. The
classification also embraces the challenges Atento faces to replace
declining traditional voice revenues by more value-added services.
Atento's EBITDA margins are broadly in line with other CRM players,
such as Sykes's and TTEC's 10%-13% EBITDA range. Its margins are
however, lower than Teleperformance's 14.3%, which has benefited
from technological solutions that required few workstations and
recent high-margin acquisitions.

KEY ASSUMPTIONS

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

  -- Number of Workstations (WS) of 89,200 in 2020 and 90,700 in
2021, from 92,600 in 2019;

  -- Revenue per WS falling 15.2% in 2020 on weaker economic
activity and FX depreciation in Brazil, Mexico and Colombia,
recovering 4.9% in 2021;

  -- Fitch-defined EBITDA margins of 3.4% in 2020 and 6.1% in
2021;

  -- Capex at 3.5% of revenues;

  -- No dividends nor buybacks in 2020 and 2021.
  
RATING SENSITIVITIES

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

Positive rating actions are not expected. The Negative Watch could
be removed if cash burn does not extend by more than two months or
material increase in cash position in this period, preserving
manageable liquidity position.

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

Liquidity deterioration if cash burn is higher than expected and
extended for more than two months, additional multi-notch
downgrades could occur.

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

High Cash Burn to Pressure Liquidity: Fitch expects Atento's
liquidity to suffer a substantial pressure over the next three
months with the deceleration of the economic activities caused by
the coronavirus. As of December 2019, the company had a cash
position of USD125 million and USD567 million total debt. Atento
has USD76 million of short-term debt, and only has high debt
maturities in 2022 when the USD500 million bond is due.

Atento's liquidity will be pressured by high cash burn. The company
recently withdrew USD80 million of its committed credit facilities
and additional USD12 million is expected in the next few weeks.
Fitch estimates Atento's cash position around USD150 million.
Additionally, the company can discount receivables, defer some
expenses and renegotiate contracts, which could work as cash
buffers.

As of December 2019, most of Atento's Luxco total debt of USD567
million was composed of the USD500 million (88%) senior secured
notes due August 2022. The rest was composed of USD38.9 million
(7%) of anticipated receivables, and USD24 million (4%) in bank
borrowings.

SUMMARY OF FINANCIAL ADJUSTMENTS

Impairments were excluded from the EBITDA.

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).



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

CHUVASHIA REPUBLIC: Fitch Affirms BB+ LT IDR, Alters Outlook to Neg
-------------------------------------------------------------------
Fitch Ratings has revised Republic of Chuvashia's Outlook to
Negative from Stable, while affirming the republic's Long-Term
Foreign- and Local-Currency Issuer Default Ratings at 'BB+'.

The revision of Outlook reflects Fitch's expectation that the
economic impact, triggered by the coronavirus pandemic, will put
pressure on Chuvash's debt sustainability metrics, potentially
leading to a reassessment of the republic's standalone credit
profile.

CRA3 DEVIATION

Under EU credit rating agency regulation, the publication of local
and regional governments' reviews is subject to restrictions and
must take place according to a published schedule, except where it
is necessary for CRAs to deviate from this in order to comply with
their legal obligations. Fitch interprets this provision as
allowing us to publish a rating review in situations where there is
a material change in the creditworthiness of the issuer that Fitch
believes makes it inappropriate for us to wait until the next
scheduled review date to update the rating or Outlook/Watch status.
The next scheduled review date for Fitch's rating on Chuvash is 22
May 2020, but Fitch believes that developments in the country
warrant such a deviation from the calendar.

KEY RATING DRIVERS

While Russian LRGs' most recently available data may not have
indicated performance impairment, material changes in revenue and
cost profiles are occurring across the sector and likely to worsen
in the coming months as economic activity suffers and government
restrictions are maintained or broadened. Fitch's ratings are
forward-looking in nature, and Fitch will monitor developments in
the sector for their severity and duration, and incorporate revised
base- and rating-case qualitative and quantitative inputs based on
performance expectations and assessment of key risks.

The rating action reflects the following key rating drivers and
their relative weights:

HIGH

Debt Sustainability Assessment: 'aa'

Its new rating case expects Chuvash's debt payback ratio to
deteriorate toward 5x by 2024, and actual debt service coverage
ratio (ADSCR) to deteriorate to below 1x in 2020-2024. If this
deterioration intensifies, for example with debt payback rising
above 5x for the next four years under its rating case, Fitch will
likely downgrade the SCP, and in turn the IDRs.

Fitch expects a negative effect from the pandemic on the republic's
revenue, particularly on corporate income tax (CIT), an important
revenue source for the republic. CIT averaged 30% of tax revenue in
2016-2019 and is the most volatile tax revenue item during
downswings. Fitch has already factored CIT's historical volatility
in its rating case, and applied a further 2pp negative stress to
CIT proceeds for 2020. Fitch will evaluate whether the additional
one-off stress on CIT is sufficient or whether negative pressure
will increase in the medium-term.

Additionally, Fitch's rating case envisages stable federal
transfers at close to 2019 levels, after material growth of 1.8x in
2018-2019. Fitch expects an acceleration of operating expenditure
growth, driven by healthcare and social spending. These factors
together will lead to fiscal debt-burden growth of 60% in 2024 from
a low 24% average during 2016-2019.

LOW

Risk Profile: 'Weaker'

Chuvash Republic's 'Weaker' risk profile reflects a combination of
three 'Midrange' key factors - expenditure sustainability, and
liabilities and liquidity robustness and flexibility - and three
other 'Weaker' key factors - revenue robustness and adjustability
and expenditure adjustability.

DERIVATION SUMMARY

Under its Rating Criteria for International LRGs, Fitch classifies
Chuvash like other Russian LRGs as a Type B LRG, which are required
to cover debt service from cash flow on an annual basis. The
combination of three 'Midrange' key risk factors with three other
'Weaker' key factors resulted in overall assessment of the
republic's risk profile as 'Weaker' according to the risk profile
guidance in its criteria. A combination of a 'Weaker' Risk Profile
and a 'aa' debt sustainability leads to Chuvash's SCP of 'bb+'. The
SCP also factors in peer's comparison. Fitch does not apply any
asymmetric risk or extraordinary support from upper-tier
government, which results in the 'BB+' IDR being equal to the SCP.

KEY ASSUMPTIONS

Qualitative assumptions and assessments and their respective change
since the last review February 11, 2020 and weight in the rating
decision:

Risk Profile: Weaker, unchanged with Low weight

Revenue Robustness: Weaker, unchanged with Low weight

Revenue Adjustability: Weaker, unchanged with Low weight

Expenditure Sustainability: Midrange, unchanged with Low weight

Expenditure Adjustability: Weaker, unchanged with Low weight

Liabilities and Liquidity Robustness: Midrange, unchanged with Low
weight

Liabilities and Liquidity Flexibility: Midrange, unchanged with Low
weight

Debt sustainability: 'aa' category, weakening with High weight

Extraordinary Support: n/a

Asymmetric Risk: n/a

Sovereign Cap or Floor: n/a

Quantitative assumptions - issuer-specific

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2015-2019 figures and 2020-2024 projected
ratios.

The key assumptions for the base case scenario include:

  - Operating revenue growth at 4.7% CAGR in 2020-2024

  - Operating expenditure growth at 6.7% CAGR in 2020-2024

Fitch's rating case envisages the following stress compared with
the base case:

  - Additional cumulative stress on CIT by -9% leading to operating
revenue stress by -1.5% in 2020-2024

  - Additional cumulative stress on operating expenditure by 2.4%
in 2020-2024

Figures as per Fitch's sovereign forecast for 2020 and 2021,
respectively:

  - Real GDP growth (%): -1.4, 2.2

  - Consumer prices (end-year, %): 4.7, 4

  - General government balance (% of GDP): 0.7, 0.3

  - General government debt (% of GDP): 15.7, 16.6

  - Current account balance plus net FDI (% of GDP): 3.1, 2.3

  - Net external debt (% of GDP): -36.6, -37.1

  - IMF Development Classification: EM

  - CDS Market Implied Rating: n/a
  
RATING SENSITIVITIES

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

Deterioration of the republic's debt payback above 5x on a
sustained basis accompanied by weak ADSCR at below 1x according to
Fitch's rating case.

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

The Outlook would be revised back to Stable if the republic
demonstrated better than expected resilience to stress due to, but
not exclusively, additional support from the federal budget or
expenditure adjustment, and managed to keep payback sustainably
below 5x during the rating case.

COMMITTEE MINUTE SUMMARY

Committee date: April 7, 2020

There was an appropriate quorum at the committee and the members
confirmed that they were free from recusal. It was agreed that the
data was sufficiently robust relative to its materiality. During
the committee no material issues were raised that were not in the
original committee package. The main rating factors under the
relevant criteria were discussed by the committee members. The
rating decision as discussed in this rating action commentary
reflects the committee discussion.

BEST/WORST CASE RATING SCENARIO

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.

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).

KIROV REGION: Fitch Alters Outlook on BB- LT IDR to Negative
------------------------------------------------------------
Fitch Ratings has revised the Outlook on Kirov Region's Long-Term
Foreign- and Local-Currency Issuer Default Ratings to Negative from
Stable and affirmed the IDRs at 'BB-'.

The revision of the Outlook reflects Fitch's expectation that the
economic impact from the coronavirus pandemic will put pressure on
Kirov's debt sustainability metrics. The deterioration could lead
to a reassessment of the region's Standalone Credit Profile.

CRA3 DEVIATION

Under EU credit rating agency regulation, the publication of local
and regional governments' reviews is subject to restrictions and
must take place according to a published schedule, except where it
is necessary for CRAs to deviate from this in order to comply with
their legal obligations. Fitch interprets this provision as
allowing us to publish a rating review in situations where there is
a material change in the creditworthiness of the issuer that Fitch
believes makes it inappropriate for us to wait until the next
scheduled review date to update the rating or Outlook/Watch status.
The next scheduled review date for Fitch's rating on Kirov Region
is 12 June 2020, but Fitch believes that developments in the
country warrant such a deviation from the calendar.

While Russian LRGs' most recently available data may not have
indicated performance impairment, material changes in revenue and
cost profiles are occurring across the sector and likely to worsen
in the coming months as economic activity suffers and government
restrictions are maintained or broadened. Fitch's ratings are
forward-looking in nature, and Fitch will monitor developments in
the sector for their severity and duration, and incorporate revised
base- and rating-case qualitative and quantitative inputs based on
performance expectations and assessment of key risks.

KEY RATING DRIVERS

The rating action reflects the following key rating drivers and
their relative weights:

HIGH

Debt Sustainability Assessment: 'bbb'

Under Fitch's new rating case scenario, Kirov's debt sustainability
is assessed at 'bbb', down from the previous assessment of 'a'.
Fitch now expects the region's debt payback ratio to deteriorate
above 13x in 2023-2024, while the actual debt service coverage
ratio will remain sustainably below 1x in the forecast period. If
this deterioration is sustained, Fitch will likely lower the
issuer's SCP, which could lead to negative rating action.

Fitch expects a negative effect from the pandemic on the region's
revenue, particularly on corporate income tax, an important revenue
source for Kirov region. CIT accounted for 25% of the region's tax
revenue in 2019 and is the most volatile tax revenue item during a
downturn. Fitch has already factored the historical volatility of
CIT into its rating case, and applies a further 2pp negative stress
to CIT proceeds for 2020. Additionally, Fitch's rating case expects
an acceleration in operating expenditure growth, driven by
healthcare and social spending. Fitch will evaluate whether the
additional one-off stress is sufficient or whether negative
pressure will increase in the medium term.

LOW

Risk Profile: 'Weaker'

Fitch has assessed Kirov Region's risk profile at 'Weaker'. This
reflects a 'Midrange' assessment for key risk factors of
expenditure sustainability; and liabilities and liquidity
robustness and flexibility. Revenue robustness and adjustability
and expenditure adjustability are assessed as 'Weaker'.

DERIVATION SUMMARY

Under the new Rating Criteria for International Local and Regional
Governments, Fitch classifies Kirov like other Russian LRGs as a
Type B LRGs, which are required to cover debt service from cash
flow on an annual basis. The assessment of key risk factors with
three factors assessed as Weaker and three factors assessed as
Midrange resulted in the overall assessment of the region's risk
profile as Weaker according to the risk profile guidance table in
the criteria. A combination of a Weaker risk profile and a 'bbb'
assessment of debt sustainability leads to Kirov's SCP of 'b+'. The
notch-specific SCP is supported by region's moderate leverage
compared with international peers, with the fiscal debt burden (net
adjusted debt to operating revenue) remaining below 50% according
to Fitch's rating case.

Fitch applies a single-notch upward adjustment to reflect potential
extraordinary support from the federal government, particularly in
the form of intergovernmental loans, which is based on the
historical track record of support. In Fitch's view, such ad-hoc
support would be provided based on the discretional decision of the
federal government. As a result, the region's IDRs are 'BB-'.

KEY ASSUMPTIONS

Qualitative assumptions and assessments and their respective change
since the last review February 14, 2020 and weight in the rating
decision:

Risk Profile: Weaker, unchanged with Low weight

Revenue Robustness: Weaker, unchanged with Low weight

Revenue Adjustability: Weaker, unchanged with Low weight

Expenditure Sustainability: Midrange, unchanged with Low weight

Expenditure Adjustability: Weaker, unchanged with Low weight

Liabilities and Liquidity Robustness: Midrange, unchanged with Low
weight

Liabilities and Liquidity Flexibility: Midrange, unchanged with Low
weight

Debt sustainability: 'bbb' category, weakening with High weight

Extraordinary Support: Yes with Low weight

Asymmetric Risk: n/a

Sovereign Cap or Floor: n/a

Quantitative assumptions - issuer-specific

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2015-2019 figures and 2020-2024 projected
ratios.

The key assumptions for the base case scenario include:

  - Operating revenue growth at 5.9% CAGR in 2020-2024

  - Operating expenditure growth at 6.3% CAGR in 2020-2024

Fitch's rating case envisages the following stress compared with
the base case:

  - Additional cumulative stress on CIT by -10.3% leading to
operating revenue stress by -1.3% in 2020-2024

  - Additional cumulative stress on operating expenditure by 2.4%
in 2020-2024

Figures as per Fitch's sovereign forecast for 2020 and 2021,
respectively:

  - Real GDP growth (%): -1.4, 2.2

  - Consumer prices (end-year, %): 4.7, 4.0

  - General government balance (% of GDP): 0.7, 0.3

  - General government debt (% of GDP): 15.7, 16.6

  - Current account balance plus net FDI (% of GDP): 3.1, 2.3

  - Net external debt (% of GDP): -36.6, -37.1

  - IMF Development Classification: EM

  - CDS Market Implied Rating: n/a

RATING SENSITIVITIES

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

The deterioration of the region's fiscal debt payback to beyond 13x
during the majority of Fitch's rating case or a change in Fitch's
expectation of ad-hoc support from the federal government could
lead to a downgrade.

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

The Outlook would be revised back to Stable if the region
demonstrated better than expected resilience to stress due to but
not exclusively additional support from the federal budget or
expenditure adjustment, and managed to keep payback below 9x on a
sustained basis during the rating case.

COMMITTEE MINUTE SUMMARY

Committee date: April 7, 2020

There was an appropriate quorum at the committee and the members
confirmed that they were free from recusal. It was agreed that the
data was sufficiently robust relative to its materiality. During
the committee no material issues were raised that were not in the
original committee package. The main rating factors under the
relevant criteria were discussed by the committee members. The
rating decision as discussed in this rating action commentary
reflects the committee discussion.

BEST/WORST CASE RATING SCENARIO

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.

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).

SMOLENSK REGION: Fitch Affirms B+ LT IDRs, Alters Outlook to Neg.
-----------------------------------------------------------------
Fitch Ratings has revised Russian Smolensk Region's Outlook to
Negative from Stable, while affirming the region's Long-Term
Foreign- and Local-Currency Issuer Default Ratings at 'B+'.

The revision of Outlook reflects Fitch's expectation that the
economic impact, triggered by the coronavirus pandemic, will put
pressure on the region's debt sustainability metrics, potentially
leading to a reassessment of the region's 'b+' standalone credit
profile.

CRA3 DEVIATION

Under EU credit rating agency regulation, the publication of local
and regional governments' reviews is subject to restrictions and
must take place according to a published schedule, except where it
is necessary for CRAs to deviate from this in order to comply with
their legal obligations. Fitch interprets this provision as
allowing us to publish a rating review in situations where there is
a material change in the creditworthiness of the issuer that Fitch
believes makes it inappropriate for us to wait until the next
scheduled review date to update the rating or Outlook/Watch status.
The next scheduled review date for Fitch's rating on Smolensk
Region is 22 May 2020, but Fitch believes that developments in the
country warrant such a deviation from the calendar and its
rationale for this is laid out below.

KEY RATING DRIVERS

While Russian LRGs' most recently available data may not have
indicated performance impairment, material changes in revenue and
cost profiles are occurring across the sector and likely to worsen
in the coming months as economic activity suffers and government
restrictions are maintained or broadened. Fitch's ratings are
forward-looking in nature, and Fitch will monitor developments in
the sector for their severity and duration, and incorporate revised
base- and rating-case qualitative and quantitative inputs based on
performance expectations and assessment of key risks.

The rating action reflects the following key rating drivers and
their relative weights:

HIGH

Debt Sustainability Assessment: 'b'

Its new rating case expects the region's debt payback ratio to
deteriorate to above 20x in 2023-2024, and actual debt service
coverage ratio (ADSCR) to deteriorate substantially below 1x in
2020-2024, demonstrating a very weak capacity to cover refinancing
needs from its own resources. If this deterioration intensifies,
for example, with debt payback rising above 20x for most years
under the rating case, it will likely to put pressure on the
region's SCP, which could lead to negative rating action.

Fitch expects a negative effect from the pandemic on the region's
revenue, particularly on corporate income tax (CIT), an important
revenue source for the republic. CIT averaged 32% of tax revenue in
2016-2019 and is the most volatile tax revenue item during
downswings. Fitch has already factored CIT's historical volatility
into its rating case, and applied a further 2pp negative stress to
CIT proceeds for 2020. Fitch will evaluate whether the additional
one-off stress on CIT is sufficient or whether negative pressure
will increase in the medium-term. Potential extraordinary support
from the federal budget is not factored into its scenarios, but
Fitch will adjust its base-case assumption if such additional
support is announced.

LOW

Risk Profile: 'Weaker'

Smolensk Region's 'Weaker' risk profile reflects a 'Midrange'
assessment of three key factors - expenditure sustainability, and
liabilities and liquidity robustness and flexibility - and 'Weaker'
assessment of three other key factors - revenue robustness and
adjustability, and expenditure adjustability.

DERIVATION SUMMARY

Under the Rating Criteria for International LRGs, Fitch classifies
Smolensk like other Russian LRGs as a Type B LRGs, which are
required to cover debt service from cash flow on an annual basis.
The combination of three 'Weaker' key risk factors and three
'Midrange' key factors resulted in overall assessment of the
region's risk profile as 'Weaker' according to its risk profile
guidance in the criteria. A combination of a 'Weaker' risk profile
and a 'b' debt sustainability assessment leads to a SCP of 'b+'.
The SCP also factors in peer comparison. Fitch does not apply any
asymmetric risk or extraordinary support from upper-tier
government, which results in the 'B+' IDR being equal to the SCP.

KEY ASSUMPTIONS

Qualitative assumptions and assessments and their respective change
since the last review on November 22, 2019 and weight in the rating
decision:

Risk Profile: Weaker, unchanged with Low weight

Revenue Robustness: Weaker, unchanged with Low weight

Revenue Adjustability: Weaker, unchanged with Low weight

Expenditure Sustainability: Midrange, unchanged with Low weight

Expenditure Adjustability: Weaker, unchanged with Low weight

Liabilities and Liquidity Robustness: Midrange, unchanged with Low
weight

Liabilities and Liquidity Flexibility: Midrange, unchanged with Low
weight

Debt sustainability: 'b', weakening with High weight

Extraordinary Support: n/a

Asymmetric Risk: n/a

Sovereign Cap or Floor: n/a

Quantitative assumptions - issuer-specific

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2015-2019 figures and 2020-2024 projected
ratios.

The key assumptions for the base-case scenario include:

  - Operating revenue growth at 7% CAGR in 2020-2024

  - Operating expenditure growth at 5.9% CAGR in 2020-2024

Fitch's rating case envisages the following stress compared with
the base case:

  - Additional cumulative stress on CIT by -10% leading to
operating revenue stress by -2.3% in 2020-2024

  - Additional cumulative stress on operating expenditure by 2.4%
in 2020-2024

Figures as per Fitch's sovereign forecast for 2020 and 2021,
respectively:

  - Real GDP growth (%): -1.4, 2.2

  - Consumer prices (end-year, %): 4.7, 4

  - General government balance (% of GDP): 0.7, 0.3

  - General government debt (% of GDP): 15.7, 16.6

  - Current account balance plus net FDI (% of GDP): 3.1, 2.3

  - Net external debt (% of GDP): -36.6, -37.1

  - IMF Development Classification: EM

  - CDS Market Implied Rating: n/a

RATING SENSITIVITIES

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

  - Weak debt payback exceeding 20x for most years under rating
case accompanied by weak ADSCR at below 1x.

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

The Outlook would be revised back to Stable if the region
demonstrated better than expected resilience to stress due to, but
not exclusively, additional support from the federal budget or
expenditure adjustment, and managed to keep debt payback
sustainably below 20x during the rating case.

COMMITTEE MINUTE SUMMARY

Committee date: April 7, 2020

There was an appropriate quorum at the committee and the members
confirmed that they were free from recusal. It was agreed that the
data was sufficiently robust relative to its materiality. During
the committee no material issues were raised that were not in the
original committee package. The main rating factors under the
relevant criteria were discussed by the committee members. The
rating decision as discussed in this rating action commentary
reflects the committee discussion.

BEST/WORST CASE RATING SCENARIO

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.

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).



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

MQ: To File for Bankruptcy Following Significant Sales Drop
-----------------------------------------------------------
Anton Wilen at Bloomberg News reports that MQ has decided to file
for bankruptcy to the district court of Gothenburg due to a
"significant" sales drop in March and April, and because the
Swedish clothing chain predicts the impact on the market to last
for long even after the Covid-19 pandemic has passed, according to
statement.

According to Bloomberg, additional actions to reduce costs in
pandemic are not considered sufficient given an already challenging
economic situation.

It is not possible at present situation to access governmental loan
guarantees through the company's creditors, Bloomberg discloses.
It is also not feasible to obtain the additional financing that is
required in a restructuring procedure,  Bloomberg notes.

The rights issue will be discontinued and previously announced EGM
will be canceled, Bloomberg states.




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

PRIVATBANK: Appeals Court Upholds Ruling in Surkis Brothers Case
----------------------------------------------------------------
bne IntelliNews, citing Interfax-Ukraine, reports that on April 15,
the Kyiv Court of Appeals upheld a previous ruling under which
state-controlled Privatbank will have to pay more than US$250
million to six offshore companies belonging to local oligarchs the
Surkis brothers, who are associates of the bank's former owner
oligarch Ihor Kolomoisky.

According to bne IntelliNews, under the original ruling by a Kyiv
court earlier this year, Privatbank, which was nationalised in
December 2016, has to fully repay the Surkis brothers' firms the
amount kept in their accounts at Privatbank's Cyprus subsidiary
from 2012 to 2014, as well as accumulated interest.  Ukraine's
Finance Ministry appealed against the decision but the court of
appeals sided with the Surkis brothers, bne IntelliNews relates.

The now state-owned Privatbank has argued that the Surkis brothers
and their family members whose money was kept at Privatbank were
affiliated with Kolomoisky and his partner Gennady Bogolyubov and
therefore are not entitled to the compensation of their funds under
the bankruptcy proceedings, bne IntelliNews discloses.  The NBU
pointed out that Igor Surkis and Mr. Kolomoisky are shareholders of
the 1 + 1 TV channel, which indicates their connection, bne
IntelliNews notes.

When the bank was nationalized in 2016 the obligations of related
parties were subject to the bail-in procedure and were exchanged
for shares of the bank's additional issue, bne IntelliNews
recounts.

On May 17, 2017, Kyiv's District Administrative Court found that
decision illegal and overturned the NBU decision to recognize the
Surkis family as persons related to Privatbank, and revoked the
orders of the provisional administrator of Privatbank concerning
individuals' accounts, bne IntelliNews relays.  The Surkis family
and persons related to them have filed 42 claims against the
National Bank of Ukraine, according to bne IntelliNews.




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

BRITISH AIRWAYS: Fitch Cuts LT IDR to BB+, Outlook Negative
-----------------------------------------------------------
Fitch Ratings has downgraded British Airways Plc's Long-Term Issuer
Default Rating to 'BB+' from 'BBB-'. The Outlook on the IDR is
Negative.

The downgrade reflects its updated macroeconomic and global
aviation industry expectations weakening BA's business and
financial profile over the entire rating horizon. With a deep
global recession in 2020 in Fitch's baseline forecast hitting air
travel demand well beyond the ongoing restrictions related to the
coronavirus pandemic, Fitch now assumes BA's capacity (available
seat-kilometers) to recover to its end-2019 level only during 2023,
leaving profit margins and credit metrics weak for the previous
rating level.

The Negative Outlook reflects the uncertainty around the air travel
restrictions and demand recovery as well as the heightened risk for
BA to adjust its operational base, investment program and capital
structure in a fast-evolving environment. Fitch estimates that
liquidity will drain during 2020, but will remain sufficient to
sustain remaining operations in 2Q20 and recovery from 2H20.

KEY RATING DRIVERS

Deep Global Recession Scenario: Fitch assumes that BA's capacity
will fall 100% from April to end-June before recovering slowly in
2H20 and beyond. Fitch expects annual capacity to be, respectively,
59%, 22% and 5% lower in 2020-2022 compared to 2019. Its updated
rating case reflects its updated Global Economic Outlook published
on April 2, 2020, in which Fitch projects a deep recession in 2020
and expect global GDP to remain below 2019 levels through 2021 and
for airlines to experience a deeper hit due to the coronavirus
pandemic.

Coronavirus to Hurt Airlines Beyond 2021: Fitch expects the
aviation industry to trail the broader economic recovery. With
lockdown relaxation scenarios uncertain, Fitch expects air travel
restrictions, especially on international flights, to remain in
place well beyond 2H20. This, together with the economic weakness,
will affect the propensity to travel after 2021. Fitch thus
forecasts weaker passenger load factors and yields for BA. Fitch
believes the recovery of different travel segments will vary, with
discretionary travel remaining more vulnerable.

Defensive Measures Assumed: Fitch assumes BA will rebase its
expenditure, including cutting staffing costs, deferral of
non-essential and non-regulatory capex, and reduction in
non-fleet-related expenditure. BA already said that around 34,000
staff (80% of total) will be furloughed in April and May. Lower oil
prices will not benefit BA in 2020 due to it hedging a large
portion of fuel (around 90% at International Consolidated Airlines
Group, S.A. (IAG) level), but Fitch assumes savings beyond that.
Fitch also assumes no dividend payments in 2020-2021.

Weaker Deleveraging Capacity: With its assumptions of cost-base
cuts and working capital recovery following a significant reduction
in 2020, Fitch expects BA to be able to generate positive free cash
flow from 2021, but for credit ratios to remain weak as debt
repayment capacity declines on weaker EBITDA and FFO compared to
pre-pandemic levels. Fitch forecasts BA's leverage to recover to
the rating sensitivities in 2022.

DERIVATION SUMMARY

BA's exposure to the crisis is similar to other major European
network carriers, while its liquidity buffer is fairly strong and
comparable to Ryanair Holdings plc and Wizz Air Holdings Plc. BA's
rating benefits from its extensive, diversified route network,
strong hub position at London Heathrow, strong position on
traditionally cash-flow-generative routes to the US, and rigorous
cost management.

KEY ASSUMPTIONS

Its assumptions include:

  - Suspension of all flights from April to June with a gradual
recovery from 2H20 and annual capacity reduction in 2020 of 59%
compared to 2019; 22% in 2021; and 5% in 2022.

  - Deterioration in load factor to 77% in 2020 (2019: 83.6%) and a
gradual recovery to 80% by 2023.

  - Low single-digit decline in yields, reflecting an expected more
competitive market environment.

  - Oil price of USD35/bbl in 2020, USD45/bbl in 2021, USD53/bbl in
2022 and USD55/bbl thereafter.

  - Capex around GBP2.9 billion during 2020-2023.

  - No dividends during 2020 and 2021.

  - Working capital outflow of more than GBP2 billion in 2020
followed by a similar inflow during 2021-2023.

RATING SENSITIVITIES

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

  - Upgrade: Fitch does not anticipate an upgrade as reflected in
the Negative Outlook.

  - Stable Outlook: A quicker-than-assumed recovery from the market
shock, supporting a sustained recovery in credit metrics to levels
stronger than those outlined in the negative sensitivities below
would allow us to revise the Outlook to Stable.

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

  - Failure to adapt to the changing market conditions with
effective mitigation measures, prolonged economic crisis and air
travel restrictions, weaker-than-expected yields, or more
aggressive capex or dividend payments.

  - FFO-adjusted gross leverage and total adjusted gross
debt/EBITDAR above 4.0x, FFO adjusted net leverage above 3.0x.

BEST/WORST CASE RATING SCENARIO

Best/Worst Case Rating Scenarios Non-Financial Corporate:

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

BA's early-April cash position of around GBP3.2 billion and
committed undrawn credit facilities of GBP1.1 billion as of
end-March 2019 are more than sufficient to cover debt maturities of
GBP932 million in 2020. Its debt maturity profile is well-balanced.
Its cash/revenue ratio of 20% at end-2019 compares well with that
of its peers. Fitch expects FCF to be negative in 2020 due to the
halt in operations before returning to positive territory in
2021-2023.

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).

INSPIRED ENT.: Fitch Cuts LT IDR to C, Removed From Watch Neg.
--------------------------------------------------------------
Fitch Ratings has downgraded Inspired Entertainment, Inc.'s
Long-Term Issuer Default Rating to 'C' from 'CCC+'. Fitch has also
downgraded Inspired's GBP220 million equivalent term loan B (TLB;
in tranches of GBP140 million and EUR90 million) senior secured
debt rating to 'CCC-' from 'B'. All ratings have been removed from
Rating Watch Negative where they were placed on April 1, 2020.

The downgrade follows the announcement made by Inspired that it has
entered into a 75-day grace period following the non-payment of its
interest coupon due on April 1, 2020. The company has approached
its senior creditors to capitalize this interest once the grace
period expires which, under Fitch's methodology, would constitute a
Distressed Debt Exchange.

If the interest is capitalized, upon completion of the DDE, Fitch
will downgrade the IDR to 'RD' (Restricted Default). Fitch will
then assign a new rating once the new capital structure is
implemented and Fitch has re-assessed the business and financial
prospects including liquidity. If, however, the missed coupon is
paid in cash during the grace period, Fitch would upgrade the
ratings, avoiding an immediate DDE.

KEY RATING DRIVERS

Non-payment of Interest: On April 7, 2020, Inspired announced that
it had entered into a 75-day grace period following the non-payment
of its estimated GBP8.4 million interest due on April 1, 2020.
Inspired is negotiating the capitalization of this interest payment
with its lenders, which if implemented, would constitute a material
change in terms, and would be considered as a DDE as per Fitch's
criteria. However, if interest payments resume (in cash) in
accordance to the original terms, a DDE would be avoided resulting
in an upgrade most likely back to 'CC' or 'CCC' rating categories,
depending on the liquidity buffer and other cash preservation ahead
of the September 2020 coupon payment.

Reduced Financial Flexibility: Fitch expects Inspired's financial
flexibility to materially diminish over the next few months despite
the measures during the shutdown to preserve cash, such as
temporarily cutting staff expenses, and also that it will take
advantage of UK government measures including VAT and employment
tax deferral. Free cash flow (FCF) will largely be negative during
the shutdown, leading to very tight liquidity by mid-summer 2020.
Fitch does not expect the current GBP20 million revolving credit
facility to provide sufficient cushion, particularly if there is a
longer shutdown beyond June. Although Fitch believes that the
capitalization of an estimated GBP8.4 million interest coupon would
help support near-term liquidity, financial flexibility could be
materially enhanced by Inspired's planned GBP30 million cash-raise.
This is subject to a material execution risk given current
financial market turmoil.

High Pandemic Exposure: Land-based operations account for 90% of
Inspired's revenues (adjusted for the acquisition of UK Gaming
Technology Group (NTG) completed in October 2019), including OPAP's
and William Hill's retail venues as well as UK pub operators, which
are currently closed due to the coronavirus pandemic. The UK alone
generated a significant 70% of estimated pro-forma revenues for
2019. Fitch assumes that gaming retail venues would remain closed
for three months, leading to a significant revenue loss for
Inspired.

Material Risks to Financial Structure: Although Fitch expects
FFO-adjusted gross leverage to peak in 2020 at an estimated 9.4x,
Fitch envisages credit metrics reverting to levels that are
commensurate with a 'B' rating category when trading normalizes.
Based on the current capital structure Fitch estimates intact
deleveraging capabilities with FFO-adjusted gross leverage below
5.0x and FFO fixed charge cover trending above 2.0-2.5x from 2021
onwards. However, Fitch sees significant near-term execution and
liquidity risks.

Improving Credit Profile post-COVID-19: Fitch continues to assess
Inspired's business model as sustainable once the pandemic
subsides, reflecting the combined business with Novomatic's NTG.
Inspired has established itself in the global gaming sector as an
innovative and reliable provider of virtual, mobile and
served-based games. This enables the group to win new contracts for
the supply of technology and the management of online games and
virtual sports- betting in its markets. These contracts have a
typical duration of three-to-five years, which support long-term
cash flow visibility once trading resumes.

ESG Factors: Inspired has an ESG Relevance Score of 4 under
customer welfare - fair messaging, privacy & data security due to
increasing regulatory scrutiny on the sector, in the context of a
greater awareness around social implications of gaming addiction
and increasing focus on responsible gaming. This factor has a
negative impact on the credit profile, as already reflected in the
rating, and is relevant to the rating in conjunction with other
factors.

DERIVATION SUMMARY

The merger between Inspired and NTG creates a growing,
moderately-sized B2B gaming technology company, with higher EBITDAR
margin and FFO capabilities than that of peers such as Intralot
S.A. (CCC), but with lower liquidity before the pandemic. Inspired
is smaller and has slightly weaker profitability than global peers
such as International Game Technology plc (IGT) and Scientific
Games Corporation (SGC). This constrains its ability to compete
should these larger groups decide on aggressive marketing and
pricing policies. Inspired has a strong presence in the
fast-growing gaming software market in a diverse number of
countries.

KEY ASSUMPTIONS

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

  - Three months of retail-estate closures, combined with slow
footfall recovery as social distancing continues. Fitch expects
revenues of around USD200 million in 2020

  - Ability to cut operating expenses during the lockdown

  - EBITDA margin of 16.5% in 2020 and above 30% from 2021

  - Capex reduced to USD37 million in 2020, then maintained at
maximum covenant level for the following three years

  - GBP20 million RCF fully drawn, and covenants successfully
waived

  - Delay in synergies generation, unchanged at an annualized USD10
million

  - No dividends or acquisitions over the next four years

  - GBP/USD FX rate of 1.3 up to 2023

KEY RECOVERY RATING ASSUMPTIONS

Fitch assumes that Inspired would be considered a going-concern in
bankruptcy and that it would be re-organized rather than
liquidated.

In its bespoke going-concern recovery analysis, Fitch considered an
estimated post-restructuring EBITDA available to creditors of
around USD49 million. Fitch applied a distressed enterprise value
(EV)/ EBITDA multiple of 5x, in line with comparable companies of
the same sector.

Both the GBP20 million senior secured RCF and GBP220 million senior
secured TLB rank equally with each other.

After deducting 10% for administrative claims, its principal
waterfall analysis generated a ranked recovery in the 'RR2' band,
indicating a 'CCC-' instrument rating. The waterfall analysis
output percentage on current metrics and assumptions is 72%, at the
low-end of the 'RR2' band. The low level of headroom under the
'RR2' Recovery Rating means that issuing additional debt, or
potentially increasing the size of the committed RCF, would erode
recovery prospects for secured creditors, and could lead to a
further downgrade of the instrument rating.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to an
Upgrade (CC or CCC categories)

  - Payment of the April 2020 interest coupon in accordance with
original terms of the debt documentation

  - Ability to shore up liquidity in 2020, for example, through
equity proceeds

Developments That May, Individually or Collectively, Lead to
Negative Rating Action/Downgrade (RD or D)

  - Effective capitalization of the April 2020 interest post-grace
period

  - Failure to reach an agreement or new standstill with its
lenders, leading to a non-cured payment default under debt
documentation

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 fits 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

Stressed Liquidity: Inspired has begun discussions with its lenders
to capitalize GBP8.4 million interest due in April 2020 to improve
liquidity. Combined with a GBP30 million equity or subordinated
debt-issue required by the lenders, this would provide sufficient
liquidity to go through a three-month shutdown of gaming venues.
However, Fitch sees significant execution risks on this GBP30
million cash- raise, which is not included in its forecasts until
executed.

As with many high-yield issuers, Inspired has fully drawn its GBP20
million RCF, building up a cash balance (reported) of approximately
GBP39 million at 31 March 2020. Based on the current capital
structure, Fitch estimates that the liquidity buffer could be
exhausted by end-July 2020 absent of any further cash preservation
or potentially external support to bolster near-term liquidity,
even if temporarily, until trading is allowed to resume.

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

Inspired has an ESG Relevance Score of 4 under customer welfare -
fair messaging, privacy & data security.

Except for the matters discussed, 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).

JAGUAR LAND: Fitch Cuts LT IDR to B+, On Rating Watch Negative
--------------------------------------------------------------
Fitch Ratings has downgraded Jaguar Land Rover's Long-Term Issuer
Default Rating and senior unsecured rating to 'B+' from 'BB-'. The
IDR and senior unsecured rating have also been placed on Rating
Watch Negative.

The downgrade reflects the risk of COVID-19 to both demand in JLR's
end-markets and disruption to operations. Fitch expects significant
cash outflow will result from the closure of almost all of its
plants until at least April 20, 2020, combined with a sharp
reduction in volumes sold. Fitch expects an estimated GBP1.1
billion cash outflow in FY21 (financial year end March) to result
in JLR breaching its downgrade sensitivities. This cash outflow
includes a GBP1.8 billion cash absorption in April to June 2021 and
a GBP0.7 billion inflow for the remainder of FY21.

The RWN reflects the risk of greater-than-expected cash outflows
and further pressure on JLR's liquidity beyond 1QFY21 from further
disruption to production and demand.

KEY RATING DRIVERS

Volumes Substantially Reduced: Fitch expects JLR's volumes and
revenue to fall in FY21, as the group's key markets have been
substantially affected by lockdowns. Fitch believes global auto
sales will fall 10%-15% in 2020 as a result of the pandemic. Fitch
expects volumes in 1QFY21 to be drastically reduced compared to
1QFY20, as limitation on movements and on non-essential employment
has led to a substantial shutdown across the industry. This is
exacerbated by the closure of dealerships in key markets in Europe
and the US, limiting the ability to deliver cars to customers.
Fitch expects a gradual recovery over the rest of 2020 after
restrictions are lifted.

Substantially Negative Cash Flow: Fitch expects JLR to be
substantially cash negative in 1QFY21, with cash outflow estimated
to reach GBP1,800 million, even if operations partially or fully
resume during the quarter. All Europe-based manufacturers are
similarly affected. JLR's negative working capital profile means
that a sudden fall in sales will cause a rapid decline in receipts,
while payables will remain due for two-to-three months. The
shutdown of production facilities will limit an excess increase in
inventory and reduce receivables, but Fitch expects significant
cash outflow from working capital developments in the next few
months as a result of much lower payables.

Weaker Liquidity: JLR's total liquidity at end-2019 was GBP5.8
billion, including GBP3.9 billion of cash and a GBP1.9 billion
committed revolving credit facility. Fitch's current base case
expects JLR's cash balance, excluding the RCF, to fall to around
GBP1.5 billion at 1QFY21 as a result of COVID-19 interruptions, but
to remain adequate to maintain operations. Fitch believes that
should sales and production resume similarly to what happened in
China, JLR could be cash-positive in 2QFY21, supported by strong
sales of the new Evoque and Discovery Sport, as well as good
late-life performance of the premium Range Rover models.

Operating Costs Limited: JLR has taken immediate action to reduce
its exposure to the virus, including suspending production at its
factories and furloughing staff with the support of the UK
government. Fitch believes the government support to its operating
costs has reduced cash outflow. Furthermore, the cessation of
production will limit payables and stock build-up during 1QFY21.
Fitch expects the restart of production and sales will produce some
immediate cash inflow, as it is able to ship vehicles to customers,
and payments to creditors will be delayed for two months.

Capex Rolled Back: Fitch expects JLR's capex program for FY21 to be
reduced to GBP2.8 billion as non-essential projects are stopped or
delayed. However, Fitch expects new product development will
continue to be necessary to ensure new models reach market
according to current timelines, in addition to the development of
new facilities relating to electric propulsion. Following the
reduction in capex in FY21, Fitch expects capex to increase to
GBP3.8 billion in FY22.

Effect from ESG Factor: JLR has an ESG Relevance Score of 4 for GHG
Emissions & Air Quality. It faces more stringent CO2 emissions
targets, particularly in Europe. This is expected to remain a
challenge for JLR as its product portfolio is weighted towards
larger, less fuel-efficient SUVs. In Europe JLR currently has a
compliant portfolio and expects to remain compliant by offering
electrification options on all new models from 2020 and by reducing
the weight of its vehicles. However, uncertainties regarding
electric vehicle penetration and a decline in diesel sales in
Europe pose a risk to meeting emissions targets in the medium
term.

DERIVATION SUMMARY

JLR competes in the premium car segment with Daimler AG's Mercedes
(A-/Stable), BMW AG and Volkswagen AG (BBB+/Stable), notably VW's
Audi brand. JLR is much smaller than the German peers, has a more
limited product portfolio and a largely UK manufacturing base. This
limits economy of scale and leads to concentration risk. It has
been expanding its model range and has increased the
diversification of its manufacturing following the opening of a new
factory in Slovakia and contract manufacturing with Magna Steyr in
Austria.

JLR's profitability and cash flow generation is significantly lower
than that of other rated peers such as Renault S.A. (BB+/Negative),
Fiat Chrysler Automobiles N.V. (BBB-/Stable) and Peugeot S.A.
(BBB-/Stable). Fitch expects JLR's already weak profitability and
free cash flow (FCF) to be further weakened by negative impact from
the pandemic. JLR's leverage is also the weakest among peers and
Fitch expects FFO net leverage to increase to 1.8x at end-FY21 and
1.7x at end-FY22.

No Country Ceiling, parent/subsidiary or operating environment
aspects have an impact on the rating.

KEY ASSUMPTIONS

  - Revenue to decline around 13% in FY21, driven by lower sales
volumes, before recovering in FY22 to grow around 6%

  - EBIT margin to turn negative in FY21, before recovering to
marginally positive in FY22

  - Capex of GBP2.8 billion in FY21, increasing to GBP3.8 billion
in FY22

  - No dividend payment in FY21 and FY22

Recovery Assumptions

  - Fitch uses a going-concern approach as Fitch believes creditors
are likely to maximize their recoveries by restructuring JLR or
selling it as a going-concern as opposed to liquidation.
Importantly, going-concern value is also higher than liquidations.

  - Fitch has applied a going-concern EBITDA of around GBP1.15
billion which is Fitch's view of a sustainable, post-reorganization
EBITDA level

  - A distressed multiple of 4x is used, which is in line with the
distressed multiples of other auto sector peers

  - Based on the principal waterfall whereby JLR's GBP100 million
fleet financing facility ranks senior to both the unsecured RCF and
unsecured bonds (which are pari passsu), and after a 10% deduction
for administrative claims, its analysis generates a ranked recovery
of 'RR4' (45%), indicating a rating of 'B+' for the senior
unsecured debt.

RATING SENSITIVITIES

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

  - FCF margin recovers to positive for FY22

  - FFO net leverage sustainably below 1.5x

  - Operating margin sustainably above 1%

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

  - Shutdown of operations extended as a result of further
government lockdown

  - Faster-than-expected cash outflow in the quarter to June

  - Failure to mitigate the worst effects of a disorderly Brexit or
significant changes to current tariff regimes, resulting in a
materially weaker financial profile than forecast

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

Satisfactory Liquidity: At end-2019, JLR reported GBP2 billion of
cash and cash equivalents, GBP1.9 billion of marketable securities
and committed undrawn facilities of GBP1.9 billion maturing in
2022. Short-term maturities consist of GBP125 million of loan
amortizations in FY21, a GBP300 million bond maturing in January
2021, a GBP100 million fleet buyback facility maturing in December
2020 and GBP379 million of receivables financing (as of December
2019).

Although JLR has limited debt maturities, Fitch expects liquidity
to be placed under greater pressure in 1QFY21 due to working
capital outflows following production closures and a reduction in
sales. However, Fitch believes that JLR's liquidity headroom will
be able to cover these cash outflows.

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

JLR has an ESG Relevance Score of 4 for GHG Emissions & Air Quality
as the company is facing stringent emission regulation,
particularly in Europe. Investment in lower emission technologies
are a key driver of the company's strategy and cash generation.
This is relevant to the rating in conjunction with other factors.

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

KEMBLE WATER: Fitch Cuts IDR to B+, Alters Outlook to Negative
--------------------------------------------------------------
Fitch Ratings has downgraded Kemble Water Finance Limited's senior
secured debt rating to 'B+' from 'BB-' and Kemble's Issuer Default
Rating to 'B+' from 'BB-' and removed it from Rating Watch
Negative. The Outlook on the IDR has been revised to Negative.

The downgrades reflect pressure on Kemble's and Thames Water
Utilities Limited's (TWUL, operating company) financial profiles
from the UK water industry regulator's (Ofwat) challenging final
price determinations (FD). Lower cash flow at TWUL as a result of
the FD intensifies pressure on Kemble's financial profile. Fitch
expects Kemble's financial profile to be substantially outside its
negative rating sensitivities for the 'BB-' IDR in the upcoming
regulatory period AMP7 and close to the negative sensitivities for
the 'B+' IDR. The Negative Outlook reflects low headroom at the new
rating level as well as uncertainty associated with the long-term
impact of the coronavirus.

The Outlook could be revised to Stable if TWUL shows continued
significant improvement in operational performance, resulting in
lower overall ODI penalties in AMP7. Should the long-term impact of
the coronavirus be materially negative for the company or should
operational performance deteriorate, a downgrade would be
considered.

TWUL is the operating company structurally positioned below
Kemble.

KEY RATING DRIVERS

Reliance on TWUL's Dividends: Kemble's main source of cash flow is
its operating company, TWUL. Kemble relies on dividends from TWUL
to service its debt. Fitch therefore places emphasis on the
analysis of the dividend stream, which could be negatively affected
by operational underperformance, low annual inflation index driving
revenue growth, as well as in an extreme case the inability of TWUL
to distribute dividends due to covenanted debt financing going into
a lock up.

Challenging Price Control Ahead: Ofwat has announced a significant
cut to the allowed weighted average cost of capital (WACC) to 1.96%
(real, long-term RPI of 3%) from 3.7% (2.8%) for AMP7. Lower return
will put pressure on TWUL's cash flow and interest cover metrics as
well as its capacity to distribute dividends, which in turn will
negatively affect Kemble's financial metrics. Additionally, Ofwat
has set tougher cost and performance targets, introduced
asymmetrical cost-sharing rates and asked water companies to share
financing outperformance (through AMP8's revenue adjustment).

Kemble's Weak Financial Profile: Fitch estimates Kemble's gearing
at about 91% in AMP7, cash and nominal PMICRs averaging 1.15x and
1.3x, respectively, and dividend cover at about 1.5x. These metrics
are substantially outside of its negative rating sensitivities for
the 'BB-' IDR and close to the negative rating sensitivities for
the 'B+' IDR. Fitch does not expect a step-change in Kemble's
forecast credit metrics.

Sizeable ODI Penalties Assumed: Fitch rating case assumes about
GBP174 million of net ODI penalties (nominal) related to TWUL's
AMP7's operational performance, including C-Mex and D-Mex. In cash
terms, Fitch expects AMP7's revenue to decrease by about GBP95
million in FY23-FY25, due to a two-year lag between performance and
revenue adjustment.

Fitch estimates that the majority of penalties will come from
customer satisfaction and supply interruptions, while leakage
performance could result in modest penalties, given the combination
of the challenging overall leakage reduction target of 20% and the
company's good progress to date. In its forecasts, Fitch takes into
account TWUL's historical performance, annual targets for AMP7 as
well as individual reward and penalty rates.

Improvement in Leakage Performance: TWUL maintains continuous focus
on improving its leakage performance and achieved a significant
reduction in leakage of about 21% YTD as of February 2020. Reported
average YTD leakage was less than 610 Ml/day during the past nine
months. Fitch recognizes these early signs of turning the business
around and anticipates further improvements.

Totex Overspend Expected: TWUL's wholesale totex allowance for AMP7
is GBP8.5 billion (in 2017/2018 prices, excluding pensions and
third-party cost), including the GBP180 million allowance and
excluding GBP300 million conditional allowance for improving
London's water network. This is about 3% below the totex requested
by TWUL in its representations. However, the company's base totex
allowance is GBP7.7 billion, 4% above its historical base totex.

Given the challenging performance targets, Fitch assumes totex
wholesale underperformance of about 2.5% during AMP7. During the
first four years of AMP6, TWUL spent about 6% more than its totex
allowance.

Coronavirus Affects Revenue Recovery: Early impacts of the
coronavirus-induced lockdown include a shift in water consumption
between groups of customers and issues with bill collections. A
sharp drop in non-household consumption volumes is somewhat offset
by the increase in the household consumption, but could ultimately
lead to lower than allowed revenue in FY21. Such revenue shortfall
is recoverable with a two-year lag via a revenue correction
mechanism.

Moreover, after the recent regulatory code changes, non-household
retailers are allowed to defer up to 50% of the wholesale charge
for bills payable in March-May 2020. This could create a
substantial working capital outflow for TWUL in FY21, albeit the
amounts should be materially recoverable at some point in the
future (exact settlement mechanism hasn't been decided yet).

Temporary Impact on Covenants: Fitch expects the economic
disruption caused by the coronavirus to temporarily reduce covenant
headroom for TWUL. This is because of a likely delay in
de-leveraging TUWL through incremental Kemble debt issuance and
cash flow pressures. Temporary cash flow pressures could be
addressed by re-profiling the totex spend in FY21-FY25. In late
2019, TWUL entered into GBP2.1 billion of new RPI-linked swaps and
executed a swap re-couponing transaction, increasing the headroom
under its interest cover covenants.

ODI Holiday Expected: Ofwat confirmed in a public statement that
during the coronavirus crisis water companies' priority remains
essential service delivery and should they miss their ODI targets
due to the crisis, the need for ex post adjustments will be
considered when Ofwat performs an in-the-round assessment as part
of its normal reconciliation process. This is provided companies
can show how their operations have been impacted by the coronavirus
and how they made their decisions. Due to the lockdown
restrictions, companies find it difficult to read customer meters
and could miss targets related to per capita consumption as well as
sewer flooding. Based on this early reassurance, Fitch did not
assume any additional coronavirus-related ODI penalties for TWUL.

ESG - Environment: Kemble's financial profile is negatively
affected by TWUL's water and wastewater performance-related
penalties. In 2018 TWUL reached a settlement with Ofwat amounting
to GBP120 million (in 2018/2019 prices) for missing its leakage
performance targets, of which GPB55 million represented ODI
penalties incurred automatically. As a result of this penalty,
TWUL's financial profile headroom has significantly decreased, and
that contributed to the downgrade of Kemble's IDR. This factor is
considered to be a key rating driver for Kemble, and Fitch
continues to focus on TWUL's leakage performance.

Currently, Kemble has an ESG Relevance Score of 5 for EWT Water &
Wastewater Management, but the score could be reduced to 4 in the
medium term if the progress in leakage reduction is maintained.

ESG - Customer: Kemble's financial profile is negatively affected
by TWUL's customer performance-related penalties. Most of these in
the future period (AMP7) relate to supply interruptions and
customer satisfaction and are expected to be about GBP133 million
for AMP7 (nominal). The existing regulatory framework remunerates
UK water companies with strong customer performance and penalizes
those with poor performance. This leads to an ESG Relevance Score
of 4 for SCW Customer Welfare, Product Safety, Data Security.

DERIVATION SUMMARY

Kemble is a holding company of Thames Water, one of the regulated,
monopoly providers for water and wastewater services in England and
Wales. The weaker rating compared with peers such as Osprey
Acquisitions Limited (BB-/Negative, BB- senior secured) Kelda
Finance (No.2) Limited (BB-/RWN, BB-/RWN senior secured) reflects
Kemble's weaker credit metrics.

TWUL is subject to economic regulation by Ofwat and operates under
a license to provide water and wastewater services - it has three
principal business segments:

Retail: Includes the household business segment and provides
billing and revenue collection services

Water: Includes raw water abstraction and treatment, distribution
of high-quality drinking water to household and non-household
customers. From April 2017, this business segment is also
responsible for billing and cash collection of wholesale market
charges to licensed non-household retailers for both water and
wastewater.

Wastewater: Responsible for wastewater collection, treatment and
safe disposal for household and non-household customers.

KEY ASSUMPTIONS

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

  - Ofwat's final determinations financial model used as a main
information source

  - Allowed wholesale WACC of 1.92% (RPI-based) and 2.92%
(CPIH-based) in real terms, excluding retail margins

  - 50% of the RCV is RPI-linked and another 50% plus capital
additions is CPIH-linked, starting from FY21

  - Long-term RPI at 3%, long-term CPIH at 2%

  - Allowed wholesale totex of GBP9.8 billion in nominal terms (net
of grant and contributions, including pension deficit repair and
excluding GBP300 million conditional allowance)

  - Totex underperformance of 2.5%

  - Weighted average PAYG rate of 45.6% over AMP7

  - Weighted average run-off rate of 5.0%

  - Net ODI penalties of about GBP174 million for AMP7's
performance (nominal), of which GBP95 million reduce revenue in
FY23-FY25

  - Non-appointed EBITDA of GBP87 million over AMP7 (nominal)

  - Retail EBITDA of about GBP25 million over AMP7 (nominal)

  - Dividends paid by TWUL in FY21-FY25 of GBP80 million per year

  - One-off working capital outflow related to the coronavirus in
FY21 of GBP50 million, with recovery in even instalments over five
years, starting from FY24

  - GBP100 million of Capex and GBP50 million of opex in FY21
delayed to FY23

  - Equity injections from Kemble to TWUL of GBP100 million in FY23
and FY25 (via incremental debt raised at Kemble)

  - Operating company annual pension deficit recovery payments of
on average GBP23.5 million in FY21-FY25, although the company's own
forecast is lower (GBP18.9 million)

  - TWUL's average nominal cost of debt at about 4.56% in FY20,
going down to 4.33% by FY25

  - Proportion of index-linked debt from 54% at FYE19 to 57.4% in
FY21 and then decreasing to 51% at FYE25

  - Kemble's average nominal cost of debt of 5.3% in FY20-FY25

RATING SENSITIVITIES

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

A rating upgrade is unlikely. Fitch may revise the Outlook to
Stable if there is sufficient evidence of:

  - Adjusted net debt to RCV consistently below 92% and substantial
improvement in regulatory performance and at the TWUL level

  - Dividend cover capacity sustained above 2.0x and
post-maintenance and post-tax interest cover above 1.1x during the
AMP7 price control

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

  - Dividend cover capacity below 2.0x, increase of gearing above
92% and/or decrease of post-maintenance and post-tax interest cover
below 1.1x during AMP7 price control

  - Reduced headroom under TWUL's documentary or regulatory lock-up
covenants

ESG Considerations:

Kemble has an ESG Relevance Score of 5 for EWT Water & Wastewater
Management as TWUL reached a settlement with Ofwat amounting to
GBP120 million (in 2018/2019 prices) for missing its leakage
performance targets. As a result of this penalty, TWUL's financial
profile headroom has significantly decreased, and Kemble's IDR and
senior secured rating were placed on RWN. This factor is considered
to be a key rating driver for Kemble, and Fitch continues to focus
on TWUL's leakage performance.

Kemble has an ESG Relevance Score of 4 for EIM Exposure to
Environmental Impacts due to rapid freeze/thaw conditions in winter
and extreme heat in summer during 2018, which caused higher leakage
and numbers of main bursts, which eventually resulted in additional
costs. This has a negative impact on the credit profile, and is
relevant to the rating in conjunction with other factors.

Kemble has an ESG Relevance Score of 4 for SCW Customer Welfare,
Product Safety, Data Security due to large penalties received for
the customer service performance (SIM penalties in AMP6 are
expected to be GBP103 million in (2019/2020 prices)). These
penalties will put further pressure on cash flow in the next
regulatory period AMP7.

Kemble has an ESG Relevance Score of 4 for GST Group Structure as
its debt is structurally and contractually subordinated to TWUL's
debt.

Except for the matters discussed, 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 Kemble,
either due to their nature or to the way in which they are being
managed by Kemble.

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

Comfortable Liquidity: As at end-September 2019, Kemble held
GBP15.3 million in unrestricted cash and cash equivalents and
GBP110 million of a committed, undrawn revolving credit facility
maturing in 2023, compared with an expected FY20 and FY21 annual
finance charges of about GBP58 million. This is enough to cover at
least 18-months of its debt service obligations. The next largest
debt maturity for Kemble is in 2022 for GBP250 million.

SUMMARY OF FINANCIAL ADJUSTMENTS

  - Capitalized interest added back to P&L and cash interest

  - Statutory cash interest and total debt reconciled to match
compliance certificate

  - Cash interest was adjusted to include 50% of the five-year pay
downs of the inflation accretion from RPI swaps for the purposes of
calculating PMICR

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.

MARKS & SPENCER: Fitch Cuts IDR & Senior Unsecured Rating to BB+
----------------------------------------------------------------
Fitch Ratings has downgraded Marks and Spencer Group plc's Issuer
Default Rating and senior unsecured rating to 'BB+' from 'BBB-' and
Short-Term IDR to 'B' from 'F3'. The Outlook is Stable.

The downgrade reflects its view that the effects of the coronavirus
pandemic with a partial lockdown of M&S operations will add on to
the company's historical operating weakness in its clothing & home
division and the risks stemming from its ongoing program of
modernization of the clothing line, improvement of logistic
functions and store closures. Fitch expects this to lead more
permanently to credit metrics below a level consistent with a
'BBB-' rating.

The Stable Outlook reflects M&S's adequate liquidity to withstand
the current period of business disruptions, along with the positive
organic growth anticipated for the Food division (around 60% of
sales), which demonstrates resilience during economic downturns.

KEY RATING DRIVERS

Coronavirus Weighs on Margin: Fitch anticipates M&S's EBIT margin
to fall to 2% in FY21 (to March 2021) from 5.5% in FY20, due to a
likely prolonged lockdown in the UK but to return above 4% in FY22.
Fitch believes M&S's cost-saving measures, including reductions in
store, staff and marketing costs, along with the UK government
support measures on business rates, will enable the company to
preserve cash and withstand the current economic situation.
Nevertheless, Fitch expects the margin deterioration seen in
FY16-FY19 to accelerate further, with the EBIT margin remaining
below 5% (pre-IFRS 16), a profitability profile in line with a
'BB+' rating.

Sales to Recover by end-2021: Its forecasts incorporate the
expectation of two to three months of forced closures for C&H
stores in 1Q21, leading to a sharp decline in FY21 sales ( -8.4%),
followed by a slow and gradual economic recovery, with M&S's sales
returning to the level of FY20 by end-2021. While the Food division
continues to operate during the lockdown, Fitch assumes C&H
stores/space will remain closed for two to three months in the UK
and abroad and will then suffer from lower consumer spending.

Fitch has assumed this will contribute to a reduction of C&H sales
by 27% in FY20, only partially offset by online sales. Finally,
Fitch projects M&S's plan to reduce C&H space to affect sales by 1%
to 2% per year.

Food Division Remains Resilient: The food retail sector is exempt
from the trading ban imposed to non-essential businesses across the
globe and is showing resilience during the current economic
downturn. In addition, the sector grew in sales as customers
stocked up food products, especially on essential items. In the UK,
overall grocery sales grew by 20.6% in the four weeks to March 22,
2020 according to Kantar, representing the strongest growth on
record. Fitch expects M&S Food sales to post mid-single digit
organic sales growth in 2020.

While Fitch believes M&S Food has benefited less than other
retailers, given the high share of chilled and food with a limited
shelf life, the company's sales will start benefiting in 2H21 from
the launch of the online delivery service joint venture with
Ocado.

Disciplined Financial Policy: M&S demonstrated its financial
discipline by suspending the final dividend in 2020, following the
decision in 2019 to reset the dividend to 40% less than previous
years. This will contribute to save about GBP130 million in FY21
cash outflows, which along with a reduction of capex to GBP200
million should support the company's financial flexibility during
the coronavirus pandemic. Fitch assumes in its rating case that M&S
will only return to paying dividends in FY21 for a total GBP120
million.

Leverage to Peak in FY21: Fitch anticipates funds from operations
net adjusted leverage to peak to 4.3x in FY21 from 3.3x in FY20 on
the back of EBIT margin deterioration. Fitch also expects net
leverage to return below its negative sensitivity, set at 4.0x, by
FY22 and below 3.5x by FY23, led by sales and profitability
recovery following the business lockdown in 2020. Fitch forecasts
gross debt to reduce by GBP200 million over FY20-FY23 and lease
adjusted debt to decline to GBP2.2 billion by FY23, on the back of
the company's store closure program.

Strong Brand, Customer Base: M&S benefits from strong brand
recognition in food and a well- established market position in
clothing. M&S Food is recognized for its excellent quality by UK
customers and Fitch expects the group to continue adapting its
product offer to changing customer demands and towards more
affordable products for families. In addition, M&S remains the
market leader in the GBP35 billion UK clothing market, despite
suffering from continued market shares losses.

DERIVATION SUMMARY

M&S's 'BB+' rating considers the effects of the prolonged business
disruption due to the coronavirus pandemic on its C&H division.
Nevertheless, it is balanced by its Food division, which continues
to operate during the lockdown and is expected to post positive
like-for-like growth.

M&S is rated in line with US department stores retailer Macy's Inc.
(BB+/Negative), which despite having a bigger scale and solid
financial profile, Fitch expects to be more affected by the
downturn in discretionary spending Fitch anticipated. M&S is also
rated in line with Spanish retailer El Corte Ingles S.A.
(BB+/Rating Watch Negative). Both retailers have a similar size,
with annual sales of around GBP10 billion, and a diversified offer,
paired with multi-channel capabilities. Nevertheless, the Rating
Watch Negative on El Corte Ingles reflects a weaker financial
profile compared with M&S.

M&S is rated one notch higher than US department stores Dillard's,
Inc (BB/Negative), which is smaller in scale, highly exposed to
discretionary spending and displays a below-industry-average sales
productivity.

KEY ASSUMPTIONS

Revenue declining by 8.4% in FY21, on the back of a sharp decline
of C&H sales. Revenue to rebound by 9.1% in FY22, reaching a total
sales amount close to FY20 level (GBP10.4 billion);

EBIT margin falling to 2% in FY21 from 5.5% expected in FY20. EBIT
margin to remain at 4.2%-4.5% in FY22-FY23;

Capex reduced to GBP200 million in FY21, returning to GBP400
million in FY22 and FY23;

Strong working capital outflows in FY21, mainly due to inventories
related to the C&H business

No dividends paid in FY21

RATING SENSITIVITIES

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

  - Improving like-for-like sales in both Food and C&H on the back
of a successful turnaround plan, without impacting on
profitability

  - Stabilization of FFO margin above 8%

  - FFO fixed charge cover above 3.0x on a sustained basis

  - FFO adjusted net leverage below 3.5x

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

  - Prolonged decline in like-for-like sales post FY21, together
with market share losses

  - FFO margin declining below 6% on a sustained basis

  - FFO Fixed charge cover below 2.5x on a sustained basis

  - FFO adjusted net leverage above 4.0x

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

Adequate Liquidity: As of 28 September 2019, M&S's liquidity was
satisfactory, with GBP1.1 billion of available undrawn committed
revolving facilities and GBP351.4 million of cash and cash
equivalents. This was more than sufficient to cover the short-term
liabilities due in FY20.

In addition, Fitch expects the company to maintain adequate
liquidity during the current business disruption period thanks to
the UK Government measures, including business rate relief and
deferred VAT payment, along with GBP1.1 billion of Revolving credit
facility and up to GBP300 million of additional short-term
financing available if needed from the Bank of England's Covid
Corporate Financing Facility.

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).

NEKTAN PLC: Appoints Joint Administrators in Gibraltar
------------------------------------------------------
Further to its announcement of April 14, 2020, Nektan plc confirmed
that Steven de Lara --steven.delara@signaturelitigation.com -- of
Signature Litigation (Gibraltar) Limited and Ian Defty
-- idefty@cvr.global -- of CVR Global LLP have been appointed as
joint administrators to the Company in the Supreme Court of
Gibraltar.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers
Limited have resigned as Nominated Adviser and Joint Broker,
respectively, to Nektan with immediate effect.  Pursuant to AIM
Rule 1, if a replacement Nominated Adviser is not appointed within
one month, admission of the Company's securities to trading on AIM
will be cancelled.  The Company has no current intention of
appointing a replacement Nominated Adviser.

Nektan plc (AIM: NKTN) is an international gaming technology
platform and services provider.


NEPTUNE ENERGY: Fitch Affirms BB IDR, Alters Outlook to Negative
----------------------------------------------------------------
Fitch Ratings has revised the Outlook on Neptune Energy Group Midco
Limited's Long-Term Issuer Default Rating to Negative from Stable
and affirmed the IDR at 'BB'. The agency has also affirmed Neptune
Energy Bondco Plc's senior unsecured notes at 'BB'. The issuer is a
direct subsidiary of Neptune, which guarantees the notes on a
senior unsecured basis.

The Negative Outlook reflects an increase in Fitch-projected
leverage in 2020 to the level of its revised negative rating
guideline largely due to contracting operating cash flows and
negative free cash flow. Fitch also believes that lower oil and gas
prices than previously expected could reduce Neptune's ability to
replenish reserves, which remain at the lower range of the interval
Fitch views as appropriate for producers in the 'BB' rating
category.

Under its rating case Neptune's leverage should normalize in 2021.
Neptune has strengthened its liquidity position following the
recent reserve-based lending facility redetermination and announced
concrete steps to mitigate the impact of the low oil and gas prices
on its credit profile.

Neptune is a private medium-scale exploration and production oil
and gas producer. The company's portfolio is predominantly natural
gas, including the production of LNG, with assets mainly in Europe
as well as Algeria, Egypt and Indonesia. It is domiciled in the UK
and the core of its asset base is upstream assets disposed by Engie
S.A. (A/Stable) in early 2018.

KEY RATING DRIVERS

Low Hydrocarbon Prices in 2020: Neptune's performance in 2020 will
be negatively affected by low crude oil and European natural gas
prices. Fitch expects Neptune's EBITDA to contract by around 40%.
Its hedge book will provide around USD350 million of support based
on its current price deck. Fitch assesses Neptune's operating
costs, adjusted for its oil and gas mix, as average relative to
peers'.

Some of the company's marginal fields could be unprofitable under
the current weak spot oil and gas prices, but the company's
Fitch-projected average realized hydrocarbon price, before hedges,
should remain comfortably above its production cash costs, which
implies low risk of massive production shut-ins.

Gradual Recovery Ahead: Fitch expects Neptune's funds from
operation net leverage to peak at 3.0x in 2020 testing its revised
negative guideline of 3x but remain at or below 2.5x in 2021-2023
as oil and gas prices gradually improve. Its stress case would
translate into net leverage peaking at around 3.9x in 2020-2021 and
moderating to below 3x in 2022-2023. Fitch views as credit positive
the company's announced cost cutting for 2020, including reduced
development capex (by USD250 million-USD350 million) and upstream
costs (USD50 million), along with the dividend suspension.

Reserve Replacement Critical: In 2019 Neptune managed to replenish
its 1P and 2P reserves (1P replacement ratio: 92%) through
acquisitions in Indonesia and organic additions. Neptune's 1P
reserve life has improved to eight years from six in 2017 but these
are in the lower range of the interval Fitch views as appropriate
for producers in the 'BB' rating category.

Fitch believes low oil and gas prices could reduce the company's
ability to replenish reserves. This risk is reflected in the
Outlook revision. The company's 'BB' rating is contingent on its
ability to sustain at least stable proved reserves while
maintaining a conservative financial profile through the cycle.

Recent Acquisitions: Neptune's recent acquisitions in Indonesia for
USD235 million (completed in December 2019) and announced
acquisition of Edison E&P's UK and Norwegian upstream assets for
USD250 million, which remains subject to Energean completing its
proposed acquisition of Edison E&P, fit into the company's strategy
of pursuing selective bolt-on acquisitions to maintain its
production profile and increase reserves.

These two acquisitions should enable Neptune to increase production
over the medium term, although its longer-term production profile
will depend on the company's ability to replenish reserves.

Diversified Asset Base: Fitch assesses the company's reserve base
as fairly diversified and in line with the 'BB' rating. In 2019,
its largest project (Gjoa & Snohvit fields in Norway) contributed
27% of total production. Neptune's diversification across assets
and countries decreases its exposure to potential technical issues
and country risks.

Decommissioning Obligations Tax Deductible: Neptune's
decommissioning obligations are high at USD1.5 billion, or
USD3.5/boe of 1P reserves. However, most of Neptune's
decommissioning obligations are long-term and are in Norway, where
they are tax-deductible at 78%. Fitch expects Neptune's post-tax
decommissioning expenses will be moderate and will only have a
limited impact on the company's cash flow generation. Fitch
includes expenses associated with decommissioning obligations
(USD50 million a year) in its rating case by deducting them from
FFO.

Diversified Pricing Mechanisms, Hedging: Neptune's revenue is well
diversified by pricing mechanisms as some of its gas sales are
pegged to oil. The share of natural gas, including LNG, is around
70% of Neptune's portfolio, but its revenue is broadly 50/50
exposed to spot oil and natural gas prices. Fitch assesses
Neptune's hedging position as average relative to peers - at
end-2019 it hedged 84%, 60% and 18% of post-tax exposure to natural
gas prices in 2020, 2021 and 2022, respectively, at a weighted
average floor price of around USD6.0/mcf; however, its exposure to
oil prices was largely unhedged.

Lower Taxes In 2020-2021: Neptune's effective tax rate, excluding
exceptional items, was high at 68% in 2019. This was the result of
its tax-paying position in Norway, where the marginal tax rate for
oil companies is 78%. Fitch expects Neptune to pay relatively low
taxes in 2020-2021 largely due to lower oil and gas prices,
investments and acquisitions, which should partly shield operating
cash flows from the weaker macro environment. However, from 2022
Fitch expects taxes to increase and to account for most of the
difference between the company's projected EBITDA and its operating
cash flow.

Standalone Rating: Fitch rates Neptune on a standalone basis and do
not incorporate any support potentially available from the
company's shareholders, state-owned China Investment Corporation
(49%), The Carlyle Group (30%) and CVC Capital Partners (20%).
However, Fitch believes the presence of strong shareholders with
good access to funding and stated commitment to Neptune's
conservative financial policies supports the rating.

DERIVATION SUMMARY

Neptune's level of production (142kboe/d in 2019) is comparable to
that of Murphy Oil Corporation (BB+/Stable, 207kboe/d) and Aker BP
ASA (BBB-/Stable; 156kboe/d), and higher than that of Kosmos Energy
Ltd. (B+/Stable; 68kboe/d). The company's proved reserve life
(eight years) and absolute level of reserves are lower than those
of its 'BB'-rated peers, and low oil and gas price could reduce
Neptune's ability to replenish reserves, which is reflected in the
Negative Outlook. Neptune's 'BB' rating is also supported by its
focus on countries with strong operating environments.

KEY ASSUMPTIONS

  - Base-case assumptions for Brent: USD35/bbl in 2020, USD45/bbl
in 2021, USD53/bbl in 2022, and USD55/bbl thereafter

  - Stress-case assumptions for Brent: USD30/bbl in 2020, USD35/bbl
in 2021, USD40/bbl in 2022, and USD45/bbl thereafter

  - Capex: around USD1.3 billion in 2020 (including around USD450
million of the Edison E&P acquisition price and associated capex),
USD700 million in 2021 and USD500 million in 2022

  - Upstream production, excluding production by affiliates,
gradually rising to 165kbpd by 2023

  - No dividends in 2020-2021

RATING SENSITIVITIES

Fitch tightened its negative leverage guideline to reflect the
impact of lower oil prices on the company's ability to replenish
reserves and peer comparison.

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

  - FFO net leverage consistently above 3.0x.

  - Large debt-funded acquisitions.

  - Falling 1P and/or 2P reserve life and/or absolute level of
proved reserves.

  - Consistently negative FCF after dividends.

  - Delays at the largest projects leading to cost overruns and
falling production.

  - Prior-ranking debt to FFO consistently above 2x may indicate
worsened recovery prospects for senior unsecured creditors and
could trigger a downgrade of the senior unsecured rating.

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

  - The rating is on a Negative Outlook, so an upgrade is unlikely
in the short term. However, at least stable year-on-year proved
and/or probable reserves along with FFO net leverage consistently
below 3.0x (2020E: 3.0x) would lead to the Outlook stabilization.

  - Improvement in the business profile, including the proved
reserve life sustainably above eight years, coupled with
maintaining a conservative financial profile (FFO net leverage
below 2.5x) could lead to a Positive Outlook and/or an upgrade.

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

Strong Liquidity: Neptune's liquidity has substantially improved
after the RBL facility was renegotiated in March 2020, as a result
of which the borrowing base increased to USD2.5 billion from USD2.0
billion, and the first amortization date was delayed by one year
into April 2022.

Based on the current amortization schedule, availability will fall
to USD2.0 billion by end-2022, to USD1.5 billion by end-2023 and
the RBL will finally mature in 2024. Under both Fitch's base and
stress cases, Neptune will not require additional funding before
2023, and under both base and stress case the company should be in
compliance with its RBL financial covenant (net debt to EBITDA
below 3.5x).

Bond Rated in Line with IDR: Neptune's senior debt leverage, which
Fitch measures as the company's prior-ranking debt (including the
RBL and the Touat project finance debt) to FFO, will exceed the 2x
threshold in 2020 but should fall to comfortably below 2x in
2022-2023 under its base case. Fitch has affirmed Neptune's senior
unsecured bond rating, which ranks below the RBL, at 'BB' based on
this expectation as well as average recovery for the bonds.
However, Fitch may consider notching down the company's senior
unsecured rating if its prior ranking debt to FFO consistently
exceeds 2x.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch has reclassified USD24.7 million of depreciation of right of
use assets and USD8.2 million of interest on lease liabilities as
lease expenses, reducing Fitch EBITDA by USD32.9 million in 2019

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).

NMC HEALTH: ADCB Launches Criminal Complaint After Administration
-----------------------------------------------------------------
Simeon Kerr at The Financial Times reports that Abu Dhabi
Commercial Bank said it has launched a criminal complaint in the
capital of the United Arab Emirates in relation to NMC Health, the
healthcare group that was put into administration in the UK last
week and owes the bank nearly US$1 billion.

According to the FT, two people briefed on the complaint said the
individual suspects, who have been accused of fraud and forgery in
the complaint to the attorney-general in Abu Dhabi, comprise a
number of the group's previous management as well as certain
current and former shareholders.  Most of them are no longer
believed to be in the UAE, the FT notes.

The bank, the people added, has accused them of using forged or
inaccurate documents to misstate NMC's liabilities, as well as
giving false valuations that fraudulently induced ADCB to provide
lending facilities, the FT discloses.  They added the criminal
complaint also includes a call to freeze assets of the accused, the
FT relays.

"They've gone for the company itself via the administration, and
[some of the] shareholders and former management via the criminal
proceedings," the FT quotes one person briefed on the action as
saying.

"This action is consistent with the bank's objective to protect its
interests," the bank said in a statement, without naming those
involved.


OASIS WAREHOUSE: Enters Administration, 2,000+ Jobs at Risk
-----------------------------------------------------------
James Davey at Reuters reports that British fashion brands Oasis
and Warehouse have fallen into administration, threatening over
2,000 jobs and joining a growing list of store groups pushed over
the edge by the coronavirus crisis.

Deloitte, appointed as administrator to the Oasis Warehouse group
owned by Icelandic bank Kaupthing on April 15, said that 202 of the
retailers' employees would be made redundant, 1,801 furloughed and
41 head office staff retained, Reuters relates.

The brands trade from 92 branches across the Oasis Warehouse
group's leasehold stores, with 437 concessions located in third
party retailers.

"COVID-19 has had a devastating effect on the entire retail
industry and not least the Oasis Warehouse group," Reuters quotes
joint administrator Rob Harding as saying.

"Despite management's best efforts over recent weeks, and
significant interest from potential buyers, it has not been
possible to save the business in its current form."

According to Reuters, Deloitte said the Oasis, Warehouse and Idle
Man brands will continue to trade online whilst options for the
future are assessed.


PEARL HOLDING: Moody's Cuts CFR & Sr. Sec. Bond Rating to Caa1
--------------------------------------------------------------
Moody's Investors Service has downgraded Pearl Holding III
Limited's corporate family rating and senior secured bond rating to
Caa1 from B3.

The outlook remains negative.

RATINGS RATIONALE

"The downgrade reflects the increased risk of a debt restructuring
or distressed exchange -- which Moody's considers a default event
-- considering Pearl's unsustainable capital structure and large
bond maturity in 2022," says Gloria Tsuen, a Moody's Vice President
and Senior Credit Officer.

"This risk is exacerbated by the deterioration in the company's
earnings and cash flow this year as a result of the coronavirus
outbreak, and following already weak 2019 levels," adds Tsuen.

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are also creating a severe and extensive
credit shock across many sectors, regions and markets. The combined
credit effects of these developments are unprecedented. The autos
and consumer electronics sector have been some of the sectors most
significantly affected by the shock given their sensitivity to
consumer demand and sentiment.

More specifically, the weaknesses in Pearl's credit profile,
including its exposure to the auto, smartphone, and game console
end-markets, as well as the significant size of its debt, have left
it vulnerable to shifts in market sentiment in these unprecedented
operating conditions, and Pearl remains vulnerable to the outbreak
continuing to spread.

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

Pearl III's adjusted debt/EBITDA rose to around 8.4x in 2019 from
5.1x in 2018, and will likely continue to increase through 2020 as
its earnings decline. Similarly, adjusted EBITA/interest fell to
0.5x in 2019 from 1.3x in 2018 and will likely deteriorate further
this year. These ratios no longer support the company's previous B3
rating.

The company's high debt leverage and declining financial
flexibility create uncertainty around its ability to refinance its
$175 million in senior secured notes due in 2022. In particular, it
increases the risk of a distressed exchange, such as through debt
repurchases at a substantial discount in line with current trading
prices, or through the restructuring of existing obligations.

Pearl III's liquidity is adequate for the next 12 months. Its cash
of $15.6 million as of December 2019 can cover its modest
short-term debt of $6.3 million and capital spending. However, its
liquidity buffer could be easily eroded if its operating cash flow
remains weak.

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

The negative outlook reflects the increased risk of a debt
restructuring or distressed exchange.

A rating upgrade is unlikely at this moment, given the negative
outlook. The outlook could return to stable if the company's
capital structure and liquidity strengthen.

Moody's could downgrade the ratings further if the company's
liquidity and earnings continue to weaken.

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

Pearl Holding III Limited (Pearl III) is a precision engineered
plastic components producer, mainly engaged in the manufacture and
sale of plastic injection molds and related products. It is an
indirectly wholly owned subsidiary of Platinum Equity, LLC, a
private equity firm, headquartered in Los Angeles.



===============
X X X X X X X X
===============

[*] BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
-------------------------------------------------------------
Author: Sallie Tisdale
Publisher: BeardBooks
Softcover: 270 pages
List Price: $34.95
Order your own personal copy at http://is.gd/9SAfJR

An earlier edition of "The Sorcerer's Apprentice" won an American
Health Book Award in 1986. The book has been recognized as an
outstanding book on popular science. Tisdale brings to her subject
of the wide nd engrossing field of health and illness the
perspective, as well as the special sympathies and sensitivities,
of a registered nurse. She is an exceptionally skilled writer.

Again and again, her descriptions of ill individuals and images of
illnesses such as cancer and meningitis make a lasting impression.

Tisdale accomplishes the tricky business of bringing the reader to
an understanding of what persons experience when they are ill; and
in doing this, to understand more about the nature of illness as
well. Her style and aim as a writer are like that of a medical or
science journalist for leading major newspaper, say the "New York
Times" or "Los Angeles Times." To this informative, readable style
is added the probing interest and concern of the philosopher trying
to shed some light on one of the central and most unsettling
aspects of human existence. In this insightful, illuminating,
probing exploration of the mystery of illness, Tisdale also
outlines the limits of the effectiveness of treatments and cures,
even with modern medicine's store of technology and drugs. These
are often called "miracles" of modern medicine. But from this
author's perspective, with the most serious, life-threatening,
illnesses, doctors and other health-care professionals are like
sorcerer's trying to work magic on them. They hope to bring
improvement, but can never be sure what they do will bring it
about. Tisdale's intent is not to debunk modern medicine, belittle
its resources and ways, or suggest that the medical profession
holds out false hopes. Her intent is do report on the mystery of
serious illness as she has witnessed it and from this, imagined
what it is like in her varied work as a registered nurse. She also
writes from her own experiences in being chronically ill when she
was younger and the pain and surgery going with this. She writes,
"I want to get at the reasons for the strange state of amnesia we
in the health professions find ourselves in. I want to find clues
to my weird experiences, try to sense the nature of being sick."
The amnesia of health professionals is their state of mind from the
demands placed on them all the time by patients, employers, and
society, as well as themselves, to cure illness, to save lives, to
make sick people feel better. Doctors, surgeons, nurses, and other
health-care professionals become primarily technicians applying the
wonders of modern medicine. Because of the volume of patients, they
do not get to spend much time with any one or a few of them. It's
all they can do to apply the prescribed treatment, apply more of it
if it doesn't work the first time, and try something else if this
treatment doesn't seem to be effective.

Added to this is keeping up with the new medical studies and
treatments. But Tisdale stepped out of this problem-solving
outlook, can-do, perfectionist mentality by opting to spend most of
her time in nursing homes, where she would be among old persons she
would see regularly, away from the high-charged atmosphere of a
hospital with its "many medical students, technicians,
administrators, and insurance review artists." To stay on her
"medical toes," she balanced this with working occasional shifts in
a nearby hospital. In her hospital work, she worked in a neonatal
intensive care unit (NICU), intensive care unit (ICU), a burn
center, and in a surgery room. From this combination of work with
the infirm, ill, and the latest medical technology and procedures
among highly-skilled professionals, Tisdale learned that "being
sick is the strangest of states." This is not the lesson nearly all
other health-care workers come away with. For them, sick persons
are like something that has to be "fixed." They're focused on the
practical, physical matter of treating a malady. Unlike this
author, they're not focused consciously on the nature of pain and
what the patient is experiencing. The pragmatic, results-oriented
medical profession is focused on the effects of treatment. Tisdale
brings into the picture of health care and seriously-ill patients
all of what the medical profession in its amnesia, as she called
it, overlooks.

Simply in describing what she observes, Tisdale leads those in the
medical profession as well as other interested readers to see what
they normally overlook, what they normally do not see in the
business and pressures of their work. She describes the beginning
of a hip-replacement operation, the surgeon "takes the scalpel and
cuts -- the top of the hip to a third of the way down the thigh --
and cuts again through the globular yellow fat, and deeper. The
resident follows with a cautery, holding tiny spraying blood
vessels and burning them shut with an electric current. One small,
throbbing arteriole escapes, and his glasses and cheek are
splattered." One learns more about what is actually going on in an
operation from this and following passages than from seeing one of
those glimpses of operations commonly shown on TV. The author
explains the illness of meningitis, "The brain becomes swollen with
blood and tissue fluid, its entire surface layered with pus . . .
The pressure in the skull increases until the winding convolutions
of the brain are flattened out . . . The spreading infection and
pressure from the growing turbulent ocean sitting on top of the
brain cause permanent weakness and paralysis, blindness, deafness .
. . . " This dramatic depiction of meningitis brings together
medical facts, symptoms, and effects on the patient. Tisdale does
this repeatedly to present illness and the persons whose lives
revolve around it from patients and relatives to doctors and nurses
in a light readers could never imagine, even those who are immersed
in this
world.

Tisdale's main point is that the miracles of modern medicine do not
unquestionably end the miseries of illness, or even unquestionably
alleviate them. As much as they bring some relief to ill
individuals and sometimes cure illness, in many cases they bring on
other kinds of pains and sorrows. Tisdale reminds readers that the
mystery of illness does, and always will, elude the miracle of
medical technology, drugs, and practices. Part of the mystery of
the paradoxes of treatment and the elusiveness of restored health
for ill persons she focuses on is "simply the mystery of illness.
Erosion, obviously, is natural. Our bodies are essentially
entropic." This is what many persons, both among the public and
medical professionals, tend to forget. "The Sorcerer's Apprentice"
serves as a reminder that the faith and hope placed in modern
medicine need to be balanced with an awareness of the mystery of
illness which will always be a part of human life.



                           *********


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

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

Copyright 2020.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *