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

                          E U R O P E

          Tuesday, May 12, 2020, Vol. 21, No. 95

                           Headlines



B E L A R U S

EUROTORG LLC: S&P Alters Outlook to Stable & Affirms 'B-/B' Ratings


B U L G A R I A

EXPRESSBANK AD: Fitch Affirms Then Withdraws 'BB+' LT IDR Rating


F R A N C E

CONSTELLIUM SE: Moody's Affirms B2 CFR, Alters Outlook to Neg.
NOVARES: Goes Into Temporary Receivership Amid Coronavirus Crisis


G E R M A N Y

APCOA PARK: S&P Downgrades ICR to 'B', Outlook Stable
CONSUS REAL: Fitch Cuts LT IDR to B-, Outlook Stable
DIOK REAL ESTATE: S&P Assigns 'B' Long-Term ICR, Outlook Stable
LUFTHANSA AG: Germany Working on "Concrete Model" to Aid Airline
RODENSTOCK HOLDING: Fitch Affirms LT IDR at 'B-', Outlook Stable

[*] GERMANY: Insolvency Applications Down 13.4% in April 2020


I R E L A N D

EURO-GALAXY III: Fitch Cuts Class E-RR Debt to 'BB-sf'
HALCYON LOAN 2016: Fitch Maintains 3 Tranches on Watch Negative
HARVEST CLO XXII: Fitch Maintains 3 Tranches Under Watch Negative


L A T V I A

MOGO FINANCE: Fitch Affirms 'B-' LT IDR, Alters Outlook to Neg.


N E T H E R L A N D S

JUBILEE CLO 2019-XXIII: Fitch Cuts Class F Debt to 'B-sf'


S P A I N

GRUPO ALDESA: Fitch Maintains 'B-' LT IDR on Watch Positive


T U R K E Y

DENIZBANK AS: Fitch Gives $3BB EMTN Programe 'B+' LT Rating


U N I T E D   K I N G D O M

ARLINGTON AUTOMOTIVE: Enters Administration, Job Losses Likely
P&O FERRIES: Plans to Lay Off More Than Quarter of Workforce
PLAYTECH PLC: S&P Downgrades ICR to 'BB-', Outlook Negative
VENATOR MATERIALS: Moody's Rates New Sr. Sec. Loan Rating at 'B1'
VENATOR MATERIALS: S&P Rates Secured Notes 'B', Affirms 'B-' ICR


                           - - - - -


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B E L A R U S
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EUROTORG LLC: S&P Alters Outlook to Stable & Affirms 'B-/B' Ratings
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S&P Global Ratings revised the outlook on Belarus-based retailer
Eurotorg LLC to stable from positive and affirmed the ratings at
'B-/B'.

Anticipated deleveraging and improvement of credit metrics of
Eurotorg in 2020 will be delayed due to weakening macro-economic
conditions in Belarus driven by the COVID-19 pandemic.

S&P said, "We forecast that COVID-19 fallout will include the
weakening of the Belarusian ruble (BYN) against the euro (EUR),
U.S. dollar (US$), and Russian ruble (RUB) in 2020. Consequently,
Eurotorg's reported debt and interest payments will increase
materially over the next 12-24 months. This stems from the group's
generation and reporting of its earnings in the local currency,
while a large part of its borrowings is denominated in the
aforementioned foreign currencies, and is not hedged. Moreover, the
majority of the group's leases are linked to an euro exchange rate,
and rapid currency depreciation could lead to both higher periodic
rental payments and rising operating lease liability in our
adjusted debt calculation. Direct U.S.-dollar exposure of
Eurotorg's debt portfolio represented 57% of the total borrowings
in 2019. Based on the current assumption that the Belarusian ruble
will depreciate against the euro, U.S. dollar, and Russian ruble by
about 15%, 16%, and 2%, respectively, in 2020, we calculate that
the corresponding debt increase will amount to BYN115
million-BYN125 million, along with higher interest payment of
around BYN8 million-BYN10 million for the year. Therefore, we
forecast that the group's S&P Global Ratings-adjusted
debt-to-EBITDA ratio will not improve from last year's levels,
staying at 3.7x-4.2x, notwithstanding the partial buyback of about
$21 million of Eurobonds year-to-date in 2020. In contrast, in our
base case from December 2019, we expected some deleveraging to
3.5x-4.0x in 2020. Similarly, we estimate that funds from
operations (FFO) to debt and EBITDAR cash cover ratios will not
improve year-over-year, falling between 14% and 17% and less than
2.0x, respectively, in 2020--both lower than our previous
expectations."

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

Eurotorg's operating performance should remain resilient amid the
COVID-19 pandemic.   S&P said, "We consider food retail
non-discretionary in nature and hence less cyclical than other
sectors. Therefore, we expect that Eurotorg's operations should
suffer less in the expected economic downturn. In fact, to date,
the Belarusian government has not imposed mandatory social
distancing measures, and all Eurotorg's stores remain open. We
expect that Eurotorg's like-for-like sales (LFL) should benefit
from the group's price leadership standing amid a recession in
Belarus and the LFL sales should improve over 2020, with a positive
trend in first-quarter 2020, as LFL sales growth stood at 3.4%
versus a decline of LFL sales of 2.3% in fourth-quarter 2019.
Additionally, the group's online grocery services should benefit
from the changing customer behavior and anticipated increase in
online orders. In first-quarter 2020, the revenue from online
grocery services were up by less than 2% versus the same period
last year; while in March 2020 the pick-up of online orders was
more pronounced, resulting in revenue growth of above 15%,
partially driven by COVID-19 concerns. We expect total revenue to
rise by around 3%-7% in 2020-2021 on the back of both positive LFL
growth and new store openings, mainly in the convenience format. We
anticipate some margin dilution from increased operating costs due
to local currency depreciation and weakened economic conditions,
resulting in the group's reported EBITDA margin of 8.5%-9.0% in
2020 (after applying International Financial Reporting Standards
[IFRS] 16). This is below our previous expectation for 2020 and
close to the lower-than-expected margin of about 9% in 2019. The
lower level last year stemmed from Eurotorg's decision to further
invest in prices in order to defend its leading market position. We
outlined this expectation in our report published Dec. 18, 2019."

Free operating cash flow (FOCF) should remain positive in 2020 on
the back of normalized working capital and lower capital
expenditure (capex).   S&P said, "We continue to expect that S&P
Global Ratings-adjusted FOCF will be positive, reaching BYN200
million-BYN250 million in 2020. Overall we anticipate rising
topline and working capital normalization in 2020 although Eurotorg
is likely to slow its new stores rollout amid the COVID-19
pandemic. Consequently, we think that the company's FOCF will
benefit from growing sales and less capex."

S&P said, "We anticipate that the group's liquidity will remain
adequate in the next 12 months.  The group will benefit from its
sound cash position of more than BYN290 million as of end of 2019,
and anticipated positive cash flow in 2020, comfortably covering
liquidity uses over the 12 months started Jan. 1, 2020, including
voluntary buybacks of Eurobonds in 2020 (year to date) of about
BYN50 million (approximately equivalent to $21 million at prices
close to par). Our liquidity assessment also reflects our view that
the company will maintain at least 15% covenant headroom under its
maintenance covenant on the RUB-denominated syndicated loan
facility."

Environmental, social, and governance (ESG) factors relevant to the
rating action:

-- Health and safety

S&P said, "The stable outlook reflects our view that, over the next
12 months, Eurotorg will maintain its leading market position in
Belarus with positive LFL sales growth, and post S&P Global
Ratings-adjusted EBITDA margin of 8.5%-9.0%, adjusted debt to
EBITDA of 3.7x-4.2x, and adjusted FFO to debt of 14%-17%. We expect
that the group will generate positive sizable FOCF, and that it
will maintain adequate liquidity, including its ability to service
the USD debt amortizations due in 2021.

"We could lower the rating of Eurotorg if its profitability and
cash flow generation fell short of our base case, such as reported
FOCF after all lease related payments turning persistently
negative. A weaker operating performance could stem from lower
customer footfall in stores, an inability to fully pass through
cost inflation due to reduced consumer confidence and disposable
income than currently anticipated, or margin pressure from
intensified competition."

In addition, a negative rating action could occur if the Belarusian
ruble depreciates faster than we estimate, diluting the group's
credit metrics. Rating pressure could also emerge if Eurotorg's
liquidity deteriorates or covenant headroom declines. Lastly, a
downgrade of Belarus would trigger a similar action on Eurotorg.

Although unlikely in the next 12 months, S&P could raise the rating
on Eurotorg if the group improved its credit ratios sustainably
such that debt to EBITDA fell to 3.5x-4.0x, FFO to debt approached
20%, and EBITDAR cash interest and rent coverage ratio rose toward
2.2x. In addition, an upgrade would depend on the group maintaining
adequate liquidity and covenant headroom.

More than a one-notch upgrade is unlikely at this stage, given
S&P's current 'B' rating on Belarus and its expectation that
Eurotorg will not pass a hypothetical sovereign stress scenario in
order to be rated above the sovereign. Another constraining factor
is Eurotorg's reliance on unhedged foreign-currency financing
without earnings generation in the respective currency, which will
most likely continue.




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B U L G A R I A
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EXPRESSBANK AD: Fitch Affirms Then Withdraws 'BB+' LT IDR Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Expressbank AD's ratings and
simultaneously withdrawn them. At the same time, the agency has
affirmed OTP Leasing's Long-Term Issuer Default Rating at 'BB+'
with Negative Outlook.

The affirmation of Expressbank's IDRs, Support Rating and Viability
Rating reflect no material change from its last review on 24 April
2020. Expressbank's ratings are withdrawn because the bank no
longer exists as a separate legal entity following the completion
of its merger with DSK Bank EAD on April 30, 2020.

OTP Bank Plc (OTP, based in Hungary) fully owns DSK, a bank based
in Bulgaria which owns 99.7% of OTPL, a leasing company based in
Bulgaria. OTPL's and OTP's broader Bulgarian operations are
strategic to OTP and the affirmation of OTPL's IDRs and SR reflects
no changes since the last review, also held on April 24.

Fitch is withdrawing the ratings of Expressbank as the bank no
longer exists. Accordingly, Fitch will no longer provide ratings or
analytical coverage for Expressbank.

KEY RATING DRIVERS

OTPL's IDRs and SR reflect a moderate probability of support from
OTP. Fitch views OTP's propensity to support the leasing company as
high given the strategic importance of the Bulgarian operations to
the overall group. Its assessment of support also considers
reputational damage for OTP from a default of its subsidiary, their
common branding, and OTP's majority ownership in OTPL. Fitch also
believes that any required support would be immaterial relative to
OTP's ability to provide it.

The Negative Outlook on OTPL's IDR reflects increased uncertainty
about OTP's ability to provide support to the Bulgarian subsidiary.
This reflects pressure on OTP's credit profile arising from the
economic effects of the coronavirus outbreak.

RATING SENSITIVITIES

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

OTPL's IDRs and SR could be downgraded if OTP's credit quality
deteriorates. OTPL's IDRs and SR could also be downgraded if OTPL
becomes less strategically important to its parent, but this is
considered unlikely given the strategic importance of the Bulgarian
franchise to the group.

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

An upgrade of OTPL's IDRs and SR would require an improvement in
OTP's credit quality, which is unlikely at present given the
challenges the parent faces from the economic effects of the
pandemic.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions
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.

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

OTPL's Long-Term IDR and SR are linked to OTP's credit quality.

ESG CONSIDERATIONS

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



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F R A N C E
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CONSTELLIUM SE: Moody's Affirms B2 CFR, Alters Outlook to Neg.
--------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and the B2-PD probability of default rating of Constellium
SE, a global leader in the designing and manufacturing of
innovative and high-value-added aluminum products. Concurrently,
Moody's affirmed the B2 instrument ratings on the group's senior
unsecured debt instruments. The outlook on all ratings has been
changed to negative from stable.

RATINGS RATIONALE

The outlook change to negative was driven by Moody's expectation of
a marked slowdown in Constellium's automotive, industrial and
aerospace end-markets this year amid a sharp contraction in
economic growth due to the still spreading coronavirus. While
activity in these sectors will particularly weaken in the first
half of 2020, the strength of a likely recovery thereafter remains
uncertain, which will constrain Constellium's already weak credit
metrics for its B2 rating over the next 12-18 months. This is only
partly compensated by sustained robust conditions in the group's
packaging business, which accounted for around 37% of total
revenues for the 12 months ended March 31, 2020. As a result,
Moody's forecasts Constellium's earnings to significantly
deteriorate and its free cash flow to near break-even this year.

In particular Constellium's Moody's-adjusted leverage, which stood
at 6.6x gross debt/EBITDA as of March-end 2020, will exceed the
rating agency's 6x maximum guidance for a B2 rating until after
year-end 2021. This leaves very limited scope for a potential more
sluggish demand recovery or stronger underperformance in the
upcoming quarters as the virus spreading may take longer or
customer sentiment not improve as expected. In addition,
substantially negative FCF during 2020 or beyond, leading to a
deteriorating liquidity position would exert downward pressure on
Constellium's ratings.

The rating affirmation, at the same time, recognizes Constellium's
solid operating performance and improved free cash flow generation
year-over-year in 2019 and the first quarter of 2020, and its
healthy liquidity profile with available liquidity of more than
EUR600 million at the end of March 2020. The rating affirmation
also takes into account the groups recently secured $166 million
Delayed Drawn Term Loan, which provides additional liquidity over
the next few months in case of need. Moody's further acknowledges
Constellium's recently announced [1] cost-reduction measures, such
as the use of partial time unemployment schemes, temporary staff
reductions and cuts in executive management salaries, besides
access to government support programmes in different jurisdictions.
These measures should help mitigate the negative pressure of
topline reduction on Constellium's profitability and cash flows
over 2020-2021. Moody's would also expect disciplined working
capital management and capital spending to prevent a more material
cash consumption this year.

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The steel sector
has been one of the sectors strongly affected by the shock given
its sensitivity to consumer demand and sentiment. More
specifically, the weaknesses in Constellium's credit profile,
including its exposure to cyclical end-markets and countries
affected by government-imposed lockdowns or other social distancing
measures, have left it vulnerable to shifts in market sentiment in
these unprecedented operating conditions and Constellium remains
vulnerable to the outbreak continuing to spread.

The final impact of the coronavirus pandemic and the length and
pace of business disruptions it will cause are impossible to
predict at this time. This leaves significant forecast uncertainty,
while Moody's currently expects that the spreading will be
controlled by the second half of 2020. Any longer demand weakness
or disruption in Constellium's production capabilities, however,
could lead to downward pressure on its ratings over the coming
months.

LIQUIDITY

Constellium's liquidity is adequate, supported by EUR250 million of
unrestricted cash and cash equivalents and EUR346 million of
unutilized committed lending and factoring facilities as of March
31, 2020.

The group's ABL facilities include EUR212 million available under a
US ABL facility maturing 2022 and EUR82 million under its French
inventory facility maturing in April 2021. While the newly signed
and currently undrawn $166 million DDTL provides further liquidity,
Moody's understands that Constellium is pursuing additional
European government-sponsored facilities amounting to around EUR200
million to further strengthen its liquidity position.

Available cash on hand, projected operating cash flows of around
EUR250 million over the next 12-18 months and capacity under
committed lending facilities will be sufficient to cover the
group's basic short-term cash needs. Such cash uses include capital
spending of around EUR175 million in 2020 and Moody's standard
working cash assumption of 3% of group sales. In May 2021, a EUR200
million bond will be due, which Moody's expects the group to
refinance in a timely manner.

ESG CONSIDERATIONS

Moody's considers 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 Constellium of
the breadth and severity of the shock, and the broad deterioration
in credit quality it has triggered.

OUTLOOK

The negative outlook indicates Constellium's weakened rating
positioning in the B2 category against Moody's expectation of a
sharp deteriorating in its operating performance this year. The
outlook also reflects the uncertain negative consequences of the
coronavirus for Constellium, which could be more material than
currently anticipated.

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

Negative rating pressure would build, if Constellium's (1)
Moody's-adjusted EBIT margin remains persistently below 5%, (2)
leverage could not be reduced towards 6.0x Moody's-adjusted
debt/EBITDA over the next 18 months, (3) FCF turns sustainably
negative, (4) liquidity deteriorates.

Upward pressure on the rating would build, if Constellium's (1)
Moody's-adjusted debt/EBITDA falls below 4.5x, (2) (CFO -
dividends)/debt improves to at least 15%, (3) FCF remains
consistently positive.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Steel Industry
published in September 2017.

COMPANY PROFILE

Headquartered in France, Constellium SE is a global leader in the
designing and manufacturing of innovative and high-value-added
aluminum products for a broad range of applications dedicated
primarily to packaging, aerospace and automotive end-markets.
Constellium is organized in three business segments: Packaging &
Automotive Rolled Products; Aerospace & Transportation, and
Automotive Structures & Industry. In the last 12 months ended March
31, 2020, Constellium had revenue of EUR5.8 billion and
Moody's-adjusted EBITDA of EUR496 million (8.5% margin).

NOVARES: Goes Into Temporary Receivership Amid Coronavirus Crisis
-----------------------------------------------------------------
Gilles Guillaume at Reuters reports that plastic car parts maker
Novares went into temporary receivership at the end of April, one
of the first big French firms to seek protection from creditors due
to the coronavirus crisis, despite government bailout schemes and
loan guarantees.

Novares, whose sales have collapsed as a result of the coronavirus
pandemic, said on May 11 it had taken the step after struggling to
find a rapid agreement with its banks and shareholders and solve a
coronavirus-related cash crunch, Reuters relates.

"Between the talks with our banks and our shareholders, set to last
until July, and our customers (carmakers) who are talking about a
restart in May, it was hard to see a way out and that is how the
judicial solution appeared," Novares CEO Pierre Boulet told
Reuters.

According to Reuters, Novares, confirming an earlier report in Les
Echos, said it will be placed under receivership for 34 days under
a procedure overseen by a court, and said it hoped that talks about
a solution could be completed by May 28.

Without an agreement on a plan for continuing its activities,
judges will examine buyout offers for Novares around mid-May,
Reuters states.  Mr. Boulet said it has six proposals so far,
mostly from funds but also industrial companies, Reuters notes.

With almost all its 45 plants worldwide shut, Novares is burning
through EUR4 million a day and needs some 115 million euros in
order to restart its activities at the end of May, Reuters relays.

It added a group of around 12 French and foreign banks have asked
for Novares' two main shareholders, fund Equistone with 72% and
French state holding company Bpifrance with 15%, to contribute to a
turnaround plan with capital injections, Reuters recounts.

Novares had net debt at the end of 2018 of around EUR260 million,
Reuters discloses.




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G E R M A N Y
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APCOA PARK: S&P Downgrades ICR to 'B', Outlook Stable
-----------------------------------------------------
S&P Global Ratings lowered to 'B' from 'B+' its issuer credit
rating on APCOA Park Holdings GmbH (APCOA) and its rating on
APCOA's senior secured facilities.

S&P expects that government initiatives and social-distancing
measures across Europe will significantly weaken APCOA's credit
metrics compared with our previous forecast.

APCOA operates 1.6 million car parking spaces across 13 European
countries. Its core markets of Germany, the U.K, Denmark, Norway,
and Sweden all have been affected by the COVID-19 pandemic to
varying extents. Approximately 25% of the company's profits are
generated from managed contracts, and 8% from contract parkers and
season tickets, which to date are all operating as normal in most
cases. However, other lease contracts, which typically generate
revenue from parking volumes, have been significantly negatively
affected by the pandemic. Airport volumes in particular have
declined nearly 95% to date and shopping centers are closed or have
material volume declines. The company is proactively reducing
costs, including taking advantage of government support initiatives
for employees, reducing capital expenditure (capex) and acquisition
spending, and renegotiating lease terms in the short term. S&P
said, "Despite this we still anticipate FOCF will be below our
prior estimate of EUR100 million and expect that adjusted leverage
will be above 9.0x in 2020, compared with our prior base case of
about 6.0x. It is also not clear how long present restrictions will
remain in force, or how gradually they will be reduced. The company
has begun to see signs of recovery as restrictions ease and people
favor private transport over public. However, we consider it likely
that activity will not return to 2019 levels before 2022. We are
therefore lowering our ratings to reflect the weakened credit
metrics over the next two years."

S&P said, "As a result of the anticipated weaker performance, we
expect APCOA to have limited headroom under its financial covenants
in the second half 2020, resulting in an increased risk of a breach
if lower activity levels persist.   Our expectations of lower
revenue and EBITDA are also likely to result in tighter covenant
headroom in second-half 2020. The company has fully drawn on its
EUR35 million revolving credit facility (RCF), which currently sits
as cash on balance sheet, to ensure access to liquidity. Under our
revised base case, we believe this will allow the group to comply
with its 8.0x net leverage covenant test (assessed quarterly) in
June 2020." However, a sustained challenging operating environment
will further limit covenant headroom and may result in the company
having to seek covenant remedies such as a waiver or holiday from
lenders.

Environmental, social, and governance (ESG) factors relevant to the
rating action  

-- Health and safety

S&P said, "The stable outlook reflects our expectation that the
company will return to revenue growth in 2021 and that FOCF will
remain positive over the next 12 months despite the challenging
operating environment.

"We could lower the rating if the operating environment remains
challenging such that the company's FOCF were to turn negative for
a sustained period.

"We could also consider a rating action if the company's covenant
headroom tightened such that it constrained liquidity.

"We could consider an upgrade if the company is able to increase
revenue and EBITDA margins such that leverage declines to about
6.5x and funds from operations (FFO) to debt is sustained at about
10%, supported by robust liquidity and covenant headroom."


CONSUS REAL: Fitch Cuts LT IDR to B-, Outlook Stable
----------------------------------------------------
Fitch Ratings has downgraded German residential-focused developer
Consus Real Estate AG's Long-Term Issuer Default Rating to 'B-'
from 'B'. The Outlook is Stable. Fitch has also downgraded the
senior secured rating assigned to Consus's EUR450 million notes due
2024 to 'B-'/'RR4' from 'B'/'RR4'.

The downgrade is driven by slower deleveraging in FY19 following
increased project acquisitions and delayed project execution than
previously forecast by management, coupled with risks to further
debt reduction because of potential lower sales activity and profit
mix due to coronavirus-related disruptions. Fitch expects that
upfront and forward sales of residential projects may be delayed
with subdued demand from institutional investors. This means that
its previous expectation of strong deleveraging towards funds from
operation leverage of about 4.0x by 2021 is not achievable. Fitch
expects Consus's leverage to be far above 6x over 2020-2021.

The Stable Outlook reflects its expectations that the group will
continue to hold a leading market position in Germany and will
benefit from the underlying strong demand in the undersupplied
German residential market.

KEY RATING DRIVERS

Capacity Under Pressure: Fitch expects that FFO leverage will
remain above its previous forecast of about 5.0x in 2020 as a
result of lower cash generation capacity. Fitch notes positively
that all of the group's construction sites are still operating and
the initial material shortage and limited availability of labour
have been resolved. However, Fitch expects lower demand both from
institutional investors and individuals to negatively affect
Consus's cash generating ability. Squeezed FFO generation will lead
to a material deterioration of FFO leverage to above 6x in 2020,
eroding its short-term deleveraging capacity.

Still High 2019 Leverage: The group's performance in 2019
demonstrated some improvement in FFO leverage to 9x by end-2019
(end-2018: above 10x). However, this is weaker than its previous
expectation of about 7x. its expectation for 2020 EBITDA relies on
the execution of forward sales (retail and to institutions), and
the negotiation and timing of upfront and forward sales, which can
be lumpy.

Fitch believes that Consus's underlying fundamental residential
market characteristics are positive and demand is to rebound once
the pandemic situation is resolved. In line with Fitch's global
economic outlook Fitch expects a recovery in 2021 that should
support the group's operating performance and provide it with
capacity to improve its capital structure.

Commitment to Deleverage: Fitch considers group's public commitment
to reduce net debt/EBITDA (pre-purchase price allocation
adjustments) to 3.0x over the medium term credit-positive. Consus's
FFO interest cover ratio remained weak at 1.1x in 2019. However,
despite the expected market rebound in 2021 Fitch does not believe
that the group will be able to reduce its material debt during 2020
and 2021, unless it achieves a significant volume of project sales
and executions, net of the need to re-invest in inventory to ensure
future profits.

New Minority Shareholder: In December 2019 ADO Properties Ltd, a
leading real estate company, acquired a minority stake in the
Consus group. ADO now holds an approximate 25% stake in the group.
Moreover, ADO has a call option for an additional 51% controlling
stake in Consus, which can be exercised until June 2021. A
strategic cooperation with ADO provides Consus with operational
support and a potential purchaser for some of its projects.

ADO has announced a proposed combination of the businesses with
Adler Group, one of the German leading residential property
companies, to become the third-largest listed residential company
in Germany.

Supportive Business Model: Consus's core business model is based on
the forward sale of projects, primarily to institutional investors,
before the start of construction, which minimises the group's
financing and exit risks. With the forward sale model, initial
costs incurred by the group for land purchase are recovered from
the point of sale and the project is generally then cash
flow-positive for Consus, subject to completion risks, which are
generally sub-contracted.

The application of this model provides the group with more
cash-flow visibility and stability during the project life but in
limiting risks, profits are lower. Historically, demand from
institutional investors has been more resilient with lower
volatility. In the current uncertain environment, a reduction in
demand even from domestic institutional investors will have a
negative effect on Consus's 2020 operating performance.

Robust Business Profile: Consus's rating reflects the group's scale
relative to other similarly rated housebuilders, its good
geographic diversification across major German cities and moderate
diversification within the portfolio. Consus's leading market
position and long-term successful relationships with local
authorities are key competitive advantages in a crowded industry.

DERIVATION SUMMARY

Consus is one of the leading real estate developers in Germany. The
company is well-positioned relative to rated peers, which include
PJSC LSR Group (B+/Stable), Miller Homes Group Holdings plc
(BB-/Stable), and PJSC PIK Group (BB-/Stable). Consus's business
profile benefits from better geographical diversification in
comparison with rated peers. The company is well presented in
central city locations across Germany and benefits from healthier
market fundamentals than the second-tier suburban UK locations of
Miller Homes and concentrated geographical presence, although in
lucrative markets, of PIK and LSR. However, Consus's current size
is smaller than these higher rated peers.

Consus's capital structure leads to structural subordination of
senior debt at the parent level. The group's financial profile is
weak, due to higher leverage than peers as a result of large
acquisitions, delayed profits, and robust growth. Although Fitch
expects that the group will be able to improve its FFO leverage
over the medium term, Fitch expects it will be still above 6x,
higher than leverage of around 2.0x reported by PIK and about 4.0x
of LSR. FY19's FFO interest cover is also tight at 1.1x. Once the
market recovers and the group execute its projects over the medium
term, the group's leverage metrics could improve towards FFO
leverage of 3.0x-4.0x.

KEY ASSUMPTIONS

  - Revenue consists of existing forward sales (retail but mainly
institutional investors), which is dependent on volume and
execution of projects, and negotiated forward and upfront sales,
which can be lumpy and will vary depending on negotiations with
potential buyers (including ADO) as to value and timing.
Consequently, Fitch has concentrated on EBITDA generation rather
than forecasting turnover.

  - Fitch expects a core profit from existing and planned forward
and upfront sales, complemented by management's expectations of
FY20 forward sales, to total FY20 EBITDA of around EUR300 million
to EUR350 million. (This EBITDA calculation includes the company's
inventory-related PPA adjustments.)

  - Ongoing repayment of expensive mezzanine finance as projects
complete or are sold, replacing this with cheaper SPV funding

  - No M&A

  - No dividends paid

Key Recovery Rating Estimate assumptions:

  - The recovery analysis assumes that Consus would be liquidated
in bankruptcy rather than be considered a going concern

  - A 10% administrative claim

  - After standard haircuts to the YE19 EUR3.6 billion market GAV,
Fitch's liquidation estimates of EUR2.5 billion reflects Fitch's
view of the value of inventory and other assets that can be
realised in a reorganisation and distributed to creditors

  - Fitch estimates the total amount of debt for claims of EUR2.8
billion

  - The waterfall results in average recovery estimates
corresponding to 'RR4' for the holding company senior secured bond

RATING SENSITIVITIES

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

  - Positive free cash flow generation on a sustained basis

  - Sustainable improvement in the financial metrics leading to FFO
gross leverage to below 4.0x

  - FFO interest coverage ratio over 2.5x on a sustained basis

  - Significant reduction in expensive mezzanine debt in SPVs

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

  - FFO gross leverage sustainably above 6x

  - Negative FCF on a sustained basis

  - FFO interest coverage ratio below 1.5x on a sustained basis

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Weak Liquidity: Historically Consus's liquidity was weak as the
group prioritised repayment of large (expensive) development debt
at the SPV level. As at end-2019, Fitch-defined readily available
cash totalled was about EUR120 million. This was insufficient to
cover the group's large short-term debt of about EUR1.2 billion
located at SPVs used to fund land and work in progress.

By end-April 2020, the group's readily available cash had increased
to about EUR160 million (after Fitch reallocated EUR30 million
reflecting intra-year working capital swings) and undrawn term loan
facilities amounted to EUR200 million. Nevertheless, the group's
liquidity position is still weak. Typically, short-term SPV bespoke
financing is repaid as projects are completed or sold.

In addition to debt located at SPVs, Consus also has a EUR174
million convertible bond maturing in 2022; EUR472 million in bonds
(including the EUR450 million bond placed in 2019) maturing in
2024; and EUR12 million debt at Consus Holding GmbH maturing in
2021. An improvement in Consus's liquidity position will be driven
by execution of projects and advance payment receipts from
institutional investors reducing SPV debt.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch's FY19 EBITDA takes into account the inventory-related
purchase price allocation adjustment of EUR66 million. In addition,
EUR33 million of 2019 one-off expenses (attributed to restructuring
charges) were added to 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.

DIOK REAL ESTATE: S&P Assigns 'B' Long-Term ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Diok Real Estate AG and its 'B-' issue rating to its senior
unsecured bond due 2023.

Diok's small size, limited asset and tenant diversity, and short
operational track record are key business risk factors.

Pro forma committed acquisitions so far this year, Diok owns and
manages 17 office assets valued at about EUR257 million, spread
across Germany's secondary locations. Diok's property portfolio is
smaller than those of other rated peers in Germany's commercial
real estate segment. S&P said, "We note some asset concentration,
with the top-two assets in the Rhineland region and Munich
accounting for about 32% of the total pro forma portfolio value.
The company's average asset value is lower than that of other rated
peers, at EUR20 million-EUR25 million per asset. We expect asset
diversity will further improve while the portfolio expands. Diok's
tenant base is small, with only about 40. The top 10 tenants
account for about 65% of total annualized rental income, and about
half of the company's assets are single-tenant properties, which
could temporarily pose cash flow risk for the respective building
once a tenant moves. We also take into account Diok's relatively
short operational track record, given its recent incorporation in
2018 and its rapidly expanding portfolio."

Market fundamentals are expected to remain favorable for Diok's
office assets, although we believe secondary locations are less
dynamic than metropolitan cities.   Diok's strategy focuses on
office properties in small-to-midsize secondary locations in
Germany that border metropolitan cities. S&P said, "We view market
dynamics, such as rental growth potential and demand-supply trends
in the office market across Germany as favorable. However, we
believe secondary locations such as Ulm, Aachen, or Neuss are less
dynamic than metropolitan cities such as Berlin or Frankfurt, and
it might take longer to find replacements if a tenant moves out
once the lease contract expires. 59% of Diok's portfolio is in
North Rhine-Westphalia, 23% in Bavaria, 11% in Baden-Wurttemberg,
5% in Hessen, and the remainder in Saxony-Anhalt. Nevertheless, we
believe most of its portfolio to be located in cities with good
infrastructure and favorable macroeconomic fundamentals, including
unemployment and real GDP growth in line with the German average."

Diok's solid tenant base and moderate asset quality support stable
long-term rental income, with no development exposure.   S&P said,
"Overall, we view Diok's tenant base as solid, consisting
predominantly of well-established German midsize companies and
long-term public sector tenants. Tenants are typically responsible
for certain property expenses (double net lease), and the lease
contracts are linked to indexation, in line with the industry
standard. Diok's two largest tenants are the software company SAP
and pharmaceutical company Nuvisan, each contributing about 10% of
its annualized gross rental income. We believe Diok's tenant base
is exposed mainly to resilient industries such as IT, pharma, and
health care as well as public institutions that should be
relatively resilient during the current COVID-19 pandemic and
expected economic slowdown in Germany. We view Diok's overall
portfolio quality as average and in line with that of rated peers
with a focus on secondary locations, such as DEMIRE Mittelstand
Real Estate AG. The company has no large capital expenditure
(capex) needs due to its tenant mix, its overall small portfolio
size, and solid weighted average lease length of more than five
years. The current occupancy rate of 93% is low compared with the
German market rate, but in line with that of German office peers
such as Alstria Office-REIT AG (92% as of end 2019). We view
positively that the company is not involved in any development
activities."

S&P said, "The rating incorporates a one-notch upward adjustment
for our positive view of Diok under our comparable rating analysis.
  We believe Diok's business model as a real estate holding
company--with stable rental income, limited asset rotation, and a
supportive economic environment--compares favorably with that of
some rated peers with similar business risk profiles and comparably
high leverage, such as developers or small consumer product-focused
companies, which tend to show more volatile performance and credit
metrics. Although the company's cash-flow base remains small and
limited, its long-term lease contracts with domestic tenants and,
in particular, the share of public-sector tenants, provide
near-term cash flow visibility and stability.

"We forecast S&P Global Ratings-adjusted debt-to-debt plus equity
will remain higher than 75% and EBITDA interest coverage below 1.5x
for the next 12 months.   We consider Diok's debt leverage to be
high compared with industry standards, and believe it will remain
so over the next few years, with the ratio of debt to debt plus
equity well above 65% and debt to EBITDA higher than 20x. We
believe Diok's interest coverage will improve in the next 12-18
months thanks to the full EBITDA contribution in 2020 from recent
acquisitions. The company anticipates an equity buildup in the next
few years, based mainly on revaluation gains on properties
purchased, in line with its strategy of buying properties at a
10%-15% discount, while funding the acquisition with debt. The
company's debt matures in 3.4 years on average, which is somewhat
shorter than for rated commercial real estate peers with all debt
at fixed interest rates. Diok has placed two tranches of its senior
unsecured bond due 2023, totaling EUR45 million (EUR25 million
issued in October 2018 and EUR20 million issued in July 2019),
since the bond was set up in 2018. The drawn amount as of Dec. 31,
2019, was EUR33.7 million. The bond allows for issuance of up to
EUR250 million with a fixed coupon rate of 6%. Most of the bonds'
proceeds has funded the company's growth strategy. We understand
that the company will finance its growth plans mostly with a mix of
secured bank debt and taps of the unsecured bond.

"The stable outlook reflects our view that Diok's asset portfolio
can generate increasing EBITDA and cash flows over the next 12
months, mainly supported by the rental contribution from recent
acquisitions. We believe the dynamics of the office property market
in Germany's secondary locations remain favorable, with solid
demand and rising occupancy rates. We forecast EBITDA interest
coverage will improve to 1.2x-1.5x in the next 12-18 months, while
debt to debt plus equity remains high, at 75%-80%.

"We could lower the ratings if the company suffers from key tenant
losses or operational deterioration, such as higher vacancies,
which could significantly affect its rental income and EBITDA
generation; or invests in less-favorable secondary locations away
from metropolitan hubs.

"We could also lower the ratings if the company's liquidity
deteriorates, with covenant headroom becoming tighter.

"We would raise the ratings if Diok increases its portfolio's scale
and scope significantly, in locations with favorable demand trends
for German office properties and increasing occupancy levels, while
enhancing its tenant and asset diversity to a level comparable with
that of other higher-rated peers."

An upgrade would be contingent on a strong reduction of leverage,
with debt-to-debt plus equity falling below 65% on a sustainable
basis, with EBITDA interest coverage increasing to above 2x. This
could occur, for example, due to unexpected significant debt
repayment or equity-financed acquisitions.


LUFTHANSA AG: Germany Working on "Concrete Model" to Aid Airline
----------------------------------------------------------------
Douglas Busvine at Reuters reports that Germany is working on a
"concrete model" to aid Lufthansa, Economy Minister Peter Altmaier
said on May 10, amid a political row over whether the state should
take a strategic shareholding and play an active role in the
stricken airline.

Mr. Altmaier's comments followed calls by the Social Democratic
Party, junior partners in Chancellor Angela Merkel's ruling
coalition, to tie aid for Lufthansa to protecting jobs, cutting the
dividend and giving the government a say on strategy, Reuters
notes.

According to Reuters, Lufthansa said on May 7 it was negotiating a
EUR9 billion (US$9.8 billion) bailout with Germany's economic
stabilization fund after the coronavirus pandemic slashed travel by
99% and forced it to ground 700 aircraft.

The package includes a non-voting capital component -- known as a
silent participation -- a secured loan, and a capital increase that
may leave the government owning up to 25% plus one share, Reuters
discloses.

While Mr. Altmaier and Ms. Merkel's conservatives oppose a direct
state investment, the opposition Greens have said that a silent
participation would be unacceptable, Reuters relates.


RODENSTOCK HOLDING: Fitch Affirms LT IDR at 'B-', Outlook Stable
----------------------------------------------------------------
Fitch has affirmed Rodenstock Holding GmbH's Long-Term Issuer
Default Rating at 'B-', with a Stable Outlook. Fitch has also
affirmed its senior secured debt rating at 'B'/RR3/70%.

The 'B-' IDR reflects Rodenstock's niche operations, modest free
cash flow generation and high leverage, mitigated by a focus on
technologically advanced ophthalmic lenses, and reflected in a
strong operating margin for the sector.

The Stable Outlook is driven by its expectations of sufficient
liquidity available to the business through FY21 following the
sponsor's commitment to provide additional equity, which in its
view will be sufficient to see the business through the pandemic
crisis in FY20 and support its return to normal trading levels in
FY21. Fitch also points to the otherwise robust product portfolio
and customer base, which will allow the company to restore its
operating and financial profile once the pandemic has been
contained.

KEY RATING DRIVERS

COVID-19 Disrupts Near Term Performance: The pandemic has severely
disrupted Rodenstock's operations, leading to a collapse in demand
in March and April and necessitating a near-term liquidity
injection to resolve a temporary liquidity gap. While retail
lockdown restrictions are being lifted in some countries, for
example Germany, Austria and Italy, with more countries to follow
in the next weeks, Fitch expects a prolonged period of subdued
sales and earnings throughout FY20, making a symmetric return to
pre-crisis levels in 2H20 unlikely. Fitch projects full-year 2020
sales and EBITDA at around EUR330 million and EUR17 million
(Fitch-defined, pre-IFRS 16) respectively. At the same time, given
the medical devices included in Rodenstock's product range, which
satisfy essential needs, Fitch projects a more robust catch-up in
demand in FY21 back to FY19 levels. This assumes there are no
further pandemic flare-ups, and that there is no return to a full
lock-down or stricter confinement measures.

Equity Restores Liquidity: Fitch estimates that the availability of
up to EUR75 million of liquidity support through FY21 from the
sponsor which, in accordance with Fitch's methodology and based on
the brief summary terms it received, it would treat as equity. This
will be sufficient to restore the company's liquidity position and
see the business through the pandemic until its trading returns to
pre-crisis levels. In FY21 Fitch projects sales at EUR450 million
and EBITDA at around EUR 90 million (pre-IFRS 16). Assuming
Rodenstock chooses to clean down the currently fully drawn revolver
credit facility of EUR20 million to keep it fully available, Fitch
estimates around EUR50 million of the equity injection would be
required in FY20.

Leverage and FCF Temporarily Derailed: In FY20, Fitch estimates a
collapse in sales of around 30% will lead to EBITDA of EUR17
million (pre-IFRS 16), which in turn will result in a temporarily
disproportionate leverage and strongly negative FCF in FY20. While
Fitch still sees significant risks to the post-pandemic recovery in
2H20 and FY21, it projects that, once Rodenstock has reached an
EBITDA of above EUR80 million in FY21, it will restore its FCF to
positive and funds from operations leverage to below 7.0x, both of
which are critical to maintaining the rating on a Stable Outlook.

Positive Pre-COVID Momentum: The ratings affirmation is also
supported by Rodenstock's high rating headroom prior to COVID-19.
Following the completion of business refocusing and cost
optimisation measures, the company's operating and financial
metrics have improved since 2017. Preliminary 2019 results show a
record year for Rodenstock, with sales of EUR450 million exceeding
Fitch's expectations. Despite increased margin pressure from key
accounts, the company was able to generate a strong EBITDA margin
of 20.8% (Fitch-defined, excluding IFRS 16 impact), supporting a
stable FCF generation with a FCF margin of around 3%, and FFO
leverage strengthening to up to 6.0x.

Supportive Underlying Trends: Rodenstock's operations benefit from
supportive underlying trends such as an ageing population and the
growth of the number of people using spectacles, with a higher
presence of progressive lenses rather than single and standardised
vision solutions. The company is well placed to continue
participating and capitalising on the robust demand environment
supported by these trends, particularly compared with market
constituents exposed to fashion and changing customer preferences.

Challenging Competitive Environment: While Fitch sees Rodenstock
being adequately positioned as a niche optical product player
pursuing a dual-track distribution strategy, it remains exposed to
a highly competitive sector dominated by much larger globally
operating peers with higher vertical integration along the value
creation chain, from product manufacturing through wholesale and
retail. Moreover, the growing power of optical chains is
accelerating market segmentation into value and premium optical
products with different dynamics and outreach strategies. This
requires a continuous reassessment and adaptation of Rodenstock's
strategy to evolving market conditions.

DERIVATION SUMMARY

Rodenstock is a mid-cap business with geographical concentration on
Germany, competing with much larger peers such as Essilor-Luxottica
(EUR16.1 billion in revenue), Safilo (EUR1 billion in revenue),
Carl Zeiss (around EUR5 billion in revenue) and Hoya (EUR4.1
billion in revenue). However, technologically Rodenstock is on a
par with other market constituents in product quality across the
entire spectrum of affordable to premium optical products, with a
well-entrenched market position in the higher-growth more
profitable progressive lens business. This technological competence
is reflected in Rodenstock's operating profitability being broadly
in line with sector peers.

As a medical device manufacturer Rodenstock fulfills a healthcare
requirement while contributing to meet consumer demand for glasses
as a fashion accessory. The operations benefit from positive
long-term demand fundamentals and the trend towards more
technologically advanced progressive lenses. At the same time,
optical products in Rodenstock's core market Germany still require
a large out-of-pocket share of expenses to be borne by the
consumer, particularly for the more expensive multi-focal
ophthalmic lenses. This may lead consumers to delay purchasing
decisions or to trade down in periods of weaker macro-economic
conditions.

This clearly differentiates the hybrid nature of Rodenstock as a
medical device and consumer products issuer from 3AB Optique
Developpement S.A.S. (Afflelou, B/Negative), a retailer with
predominantly healthcare characteristics benefiting from a
supportive French reimbursement system. This leads to more
predictable operating performance, which in turn allows higher
funds from operations gross leverage to remain at or above around
6.0x through to 2022, compared with Rodenstock's leverage
sensitivity of below 6.0x to achieve the same 'B' IDR. In addition,
as a franchisor Afflelou benefits from lower capital intensity and
robust mid-to-high-single digit FCF margins.

KEY ASSUMPTIONS

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

  - Revenue decreasing 27% in FY20, driven by temporary closures of
most of its clients' stores as well as very weak consumer
confidence over Q220 to Q420; and a sharp rebound in FY21 with
sales at a similar level to in 2019;

  - Very weak EBITDA in FY20 with EBITDA margin at around 5%,
stabilising at around 19%-20% in FY21 and thereafter;

  - Capex at around EUR18 million in FY20, rebounding to EUR30
million thereafter;

  - A slightly negative impact from trade working capital (TWC)
movements in FY20. Despite large intra-year cash outflows as a
consequence of some delays of receivables, Fitch expects the
company will reach its sustainable TWC positions by end of FY20.

Recovery Assumptions:

Approach: Going concern given business brand value, proprietary
technology and established market position.

Post-Restructuring EBITDA: estimated at EUR65 million, capable of
supporting the cash debt service (around EUR 25 million), cash
pension costs (EUR13 million), maintenance capex (EUR20 million),
and intra-year trade working capital fluctuations (EUR5 million).

Multiple: 5.0x in line with much larger global peers given
Rodenstock's strong and stable market position in Western Europe,
with a brand quality reflected in a 20% EBITDA margin.

After deducting 10% for administrative claims, its waterfall
analysis generated a ranked recovery in the 'RR3' band, indicating
a 'B' instrument rating for the outstanding senior secured debt
including its TLB and RCF.

The waterfall analysis, based on current metrics and assumptions,
the currently outstanding senior secured debt yields a recovery
percentage of 70%. In its recovery analysis Fitch assumes EUR20
million RCF is fully drawn; Term Loan B (TLB) and RCF rank pari
passu.

RATING SENSITIVITIES

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

  - Sales growing sustainably by 2% or more in the coming years
(2019E: 5.8%)

  - EBITDA margins at around 20% (2019E: 20.8%)

  - Sustainably positive FCF in low to mid-single digits (2019E:
2.5%)

  - FFO gross leverage below 6.0x (2019E: 5.7x)

  - FFO interest cover above 2.5x (2019E: 3.1x)

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

  - Liquidity need not adequately addressed by available committed
RCF or equity funding

  - Mostly negative FCF

  - Financial covenant breaches

  - Deteriorating competitive position leading to sustained erosion
in revenue, EBITDA and/or margins below EUR80 million and/or 19%
respectively

  - FFO leverage sustainably above 7.0x

  - FFO interest cover below 2.0x

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of 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

Additional Equity Funding Addresses Tight Liquidity: The impact of
coronavirus outbreak on Rodenstock's liquidity is significant,
especially in 2Q20 as the company has faced closure of most of its
clients' stores leading to materially reduced sales and to working
capital fluctuations. In March, the company fully drew down its RCF
of EUR20 million. The announced support from shareholders of up to
EUR75 million in form of pure equity will address COVID 19-related
liquidity gap, which Fitch believes should be sufficient to see the
business through the pandemic in FY20 and return to normal trading
levels in FY21.

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

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).

[*] GERMANY: Insolvency Applications Down 13.4% in April 2020
-------------------------------------------------------------
Riham Alkousaa at Reuters reports that the federal statistics
office said the number of insolvency procedures opened in Germany
in April was down 13.4% year-on-year in the midst of the
coronavirus crisis.

According to Reuters, it said aid measures released by the Berlin
government for companies are expected to prevent a rapid increase
in insolvency applications.

It noted that there could be delays in the statistical process as
authorities were only partially staffed, Reuters relates.  This
means some current problems at companies could show up in the
numbers only later, Reuters states.

Insolvency bids in March were up 1.6% and in February down 3.2%
year-on-year, Reuters discloses.




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

EURO-GALAXY III: Fitch Cuts Class E-RR Debt to 'BB-sf'
------------------------------------------------------
Fitch Ratings has downgraded one tranche, maintained the Rating
Watch Negative on one tranche, and affirmed the rest for Euro
Galaxy III.

Euro-Galaxy III CLO B.V.      

  - Class A-R-RR XS1843430965; LT AAAsf; Affirmed

  - Class A-RR XS1843430700; LT AAAsf; Affirmed

  - Class B-1-RR XS1843430023; LT AAsf; Affirmed

  - Class B-2-RR XS1844068533; LT AAsf; Affirmed

  - Class C-RR XS2010046915; LT Asf; Affirmed

  - Class D-RR XS2010046246; LT BBBsf; Affirmed

  - Class E-RR XS2010045602; LT BB-sf; Downgrade

  - Class F-RR XS2010046089; LT B-sf; Rating Watch Maintained

TRANSACTION SUMMARY

Euro Galaxy III CLO DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine and second-lien loans. The transaction is
still within its reinvestment period and is actively managed by the
collateral manager.

KEY RATING DRIVERS

Portfolio Performance Deteriorates

The downgrade reflects the deterioration in the portfolio as a
result of the negative rating migration of the underlying assets in
light of the coronavirus pandemic. As per the trustee report dated
April 3, 2020, the aggregate collateral balance is below par by
29bp and the transaction has one defaulted asset representing 0.54%
of target par. The trustee reported Fitch-weighted average rating
factor test and the CCC limit test are both in breach, and the
Fitch-calculated WARF of the portfolio increased to 36.28 at May 4,
2020 compared to the trustee-reported WARF of 35.14. The Fitch-
calculated 'CCC' and below category assets at May 4, 2020
represented 11.80% of the portfolio, over the 7.5% limit, while
assets with a Fitch-derived rating on Outlook Negative is 25.4% of
the portfolio balance. All other tests, including the
overcollateralisation and interest coverage tests, have been
passed.

Asset Credit Quality

'B/B-' Category Portfolio Credit Quality: Fitch assesses the
average credit quality of obligors to be in the 'B/B-' category.

Asset Security

High Recovery Expectations: 98.4% of the portfolio comprises senior
secured obligations. Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch's weighted average recovery rate of the
current portfolio is 66.9%

Portfolio Composition

The portfolio is well diversified across obligors, countries and
industries. The top 10 obligor's exposure is 14.3% and no obligor
represents more than 2% of the portfolio balance. The largest
industry is business services at 13.38% of the portfolio balance,
followed by healthcare at 11.19% and computer & electronics at
10.38%. The exposure to the eight sectors considered high risk due
to the coronavirus pandemic is at 15.41%. The eight sectors are
automobiles, aerospace and defence, gaming and leisure and
entertainment, lodging and restaurants, oil & gas, metal & mining,
retail and transportation (airlines). The portfolio has no exposure
to oil & gas, metal & mining and less than 1% to lodging and
restaurants.

Cash Flow Analysis

Fitch used a customised 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 transaction was modelled using the current portfolio
based on both the stable and rising interest rate scenario and the
front, mid, and back-loaded default timing scenario as outlined in
Fitch's criteria. In addition, Fitch also tests the current
portfolio with a coronavirus sensitivity analysis to estimate the
resilience of the notes' ratings. The coronavirus sensitivity
analysis was only based on the stable interest rate scenario
including all default timing scenarios.

The model implied rating for class E is two notches below and for
class F one notch below the current ratings. The committee decided
to deviate from the model-implied rating on both classes given
these were driven from by the back-loaded default timing scenario
only. The committee nevertheless decided to downgrade class E by
one notch to the lowest rating in the respective rating category.
These ratings are in line with the majority of Fitch-rated EMEA
CLOs. The Rating Watch Negative was maintained for both notes as
they show shortfalls even at the updated rating and in the COVID-19
sensitivity scenario.

When conducting cash flow analysis, Fitch's model first projects
the portfolio scheduled amortisation 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 amortisation proceeds and
prepayments are then reduced by a scale factor equivalent to the
overall percentage of loans not assumed to default (or to be
voluntary terminated, when applicable). This adjustment avoids
running out of performing collateral due to amortisation, and
ensures all of the defaults projected to occur in each rating
stress are realised in a manner consistent with Fitch's published
default timing curve.

RATING SENSITIVITIES

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

At closing, Fitch uses a standardised stress portfolio customised
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
Stress Portfolio assumed at closing, an upgrade of the notes during
the reinvestment period is unlikely. This is because the portfolio
credit quality may still deteriorate, not only by natural credit
migration, but also because of reinvestment. After the end of the
reinvestment period, upgrades may occur in the event of a
better-than-expected portfolio credit quality and deal performance,
leading to higher notes' Credit Enhancement 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 the notes' CE following
amortisation 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 COVID-19 disruption become apparent for other vulnerable
sectors, loan ratings in those sectors would also come under
pressure. Fitch will update the sensitivity scenarios in line with
the views of Fitch's Leveraged Finance team.

Coronavirus Baseline Scenario Impact: Fitch carried out a
sensitivity analysis on the target portfolio to envisage the
coronavirus baseline scenario. The agency notched down the ratings
for all assets with corporate issuers on Negative Outlook
regardless of sector. This scenario shows the resilience of the
current ratings with cushions except for classes E and F which show
sizeable shortfalls.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

  - Updated Loan-by-loan data provided by the collateral manager

  - Transaction reporting provided by US Bank Global Corporate
Trust at April 3, 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.

HALCYON LOAN 2016: Fitch Maintains 3 Tranches on Watch Negative
---------------------------------------------------------------
Fitch Ratings has maintained Rating Watch Negative on three
tranches and affirmed the rest from Halcyon Loan Advisors Euro
Funding 2016.

Halcyon Loan Advisors Euro Funding 2016      

  - Class A-1 XS1886369856; LT AAAsf Affirmed

  - Class A-2 XS1886370516; LT AAAsf Affirmed

  - Class B-1 XS1886370946; LT AAsf Affirmed

  - Class B-2 XS1886371670; LT AAsf Affirmed

  - Class C XS1886372215; LT Asf Affirmed

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

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

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

TRANSACTION SUMMARY

This is a cash flow CLO mostly comprising senior secured
obligations. The transaction is still within its reinvestment
period and is actively managed by the collateral manager.

KEY RATING DRIVERS

Portfolio Performance Deterioration

The RWN on the three tranches reflects the deterioration of the
portfolio as a result of the negative rating migration of the
underlying assets in light of the coronavirus pandemic. The
transaction is currently slightly below par with 0.3% of default
(as a % of target par). The Fitch-weighted average rating factor
test and the CCC limit test are both breached. According to Fitch's
calculation, the WARF of the portfolio increased to 38.0, from a
reported 33.1 at March 10, 2020. Assets with a Fitch-derived rating
of 'CCC' category or below (including unrated asset at 2%)
represent 18%, over the 7.5% limit, while assets with a Fitch
derived rating on Outlook Negative is at 29% of the portfolio
balance. All other tests, including the overcollateralisation and
interest coverage tests, have been passed.

The model-implied rating of class D, E and F would be BB+, B+ and
below CCC. The agency deviated from the MIR because the main driver
of the MIR is the back-loaded default timing, which is not its
immediate expectation. Further, class D and E showed a significant
cushion at the MIR and Fitch views the credit quality of each of
these tranches to be still more in line with the current ratings.
Fitch deems that class F, having a credit enhancement of 6.7%,
provides a limited margin of safety.

Coronavirus Baseline Scenario Impact

Fitch carried out a sensitivity analysis on the current portfolio
to envisage the coronavirus baseline scenario. The agency notched
down the ratings for all assets with corporate issuers on Negative
Outlook regardless of sector. This scenario shows resilience of the
current ratings of class A to C with cushions. This supports the
affirmation with a Stable Outlook for these tranches.

Asset Credit Quality

'B/B-' Category Portfolio Credit Quality: Fitch assesses the
average credit quality of obligors to be in the 'B/B-' category.
The Fitch weighted average rating factor of the current portfolio
is 38.0.

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 favourable than for second-lien, unsecured and
mezzanine assets. The Fitch's weighted average recovery rate of the
current portfolio is 64.7%

Portfolio Composition

The portfolios are well diversified across obligors, countries and
industries. The top 10 obligor's exposure is 15% and no obligor
represent more than 2% of the portfolio balance. The largest
industry is chemicals at 14% of the portfolio balance, followed by
retail at 13% and business services at 8%. The exposure to the
eight sectors considered high risk due to the coronavirus pandemic
is at 26%. The eight sectors are automobiles, aerospace and
defence, gaming and leisure and entertainment, lodging and
restaurants, oil & gas, metal & mining, retail and transportation
(airlines). The portfolio has no exposure to oil & gas, metal &
mining and less than 1% to lodging and restaurants.

Cash Flow Analysis

Fitch used a customised 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 transaction was modelled using the current portfolio
based on both the stable and rising interest rate scenario and the
front, mid- and back-loaded default timing scenario as outlined in
Fitch's criteria. In addition, Fitch tests the current portfolio
with a coronavirus sensitivity analysis to estimate the resilience
of the notes' ratings. The analysis for the portfolio with a
coronavirus sensitivity analysis was only based on the stable
interest rate scenario including all default timing scenarios.

When conducting cash flow analysis, Fitch's model first projects
the portfolio scheduled amortisation 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 amortisation 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 amortisation and
ensures all of the defaults projected to occur in each rating
stress are realised in a manner consistent with Fitch's published
default timing curve.

RATING SENSITIVITIES

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

At closing, Fitch uses a standardised stress portfolio customised
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
Stress Portfolio assumed at closing, an upgrade of the notes during
the reinvestment period is unlikely. This is because portfolio
credit quality may still deteriorate, not only by natural credit
migration, but also because of reinvestment. After the end of the
reinvestment period, upgrades may occur in the event of
better-than-expected portfolio credit quality and deal performance,
leading to higher credit enhancement levels for the notes, and
excess spread being 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 the notes' CE following
amortisation does not compensate for a higher loss expectation than
initially assumed due to unexpected high level of default and
portfolio deterioration. As the disruptions to supply and demand
due to the COVID-19 disruption become apparent for other vulnerable
sectors, loan ratings in those sectors would also come under
pressure. Fitch will update the sensitivity scenarios in line with
the views of Fitch's Leveraged Finance team.

Should the transaction continue to deteriorate without other
counterbalancing forces such as amortisation or par building from
the trading activities, class D to F would be most vulnerable to
downgrade.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

SOURCES OF INFORMATION

The monthly investor report as of 6 April 2020 is provided by the
trustee and the collateral file as of 29 April 2020 is provided by
the collateral manager.

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.

HARVEST CLO XXII: Fitch Maintains 3 Tranches Under Watch Negative
-----------------------------------------------------------------
Fitch Ratings - London - 7 May 2020: Fitch Ratings has maintained
three tranches under Rating Watch Negative and affirmed the rest
from Harvest CLO XXII.

Harvest CLO XXII DAC      

  - Class A XS2025983821; LT AAAsf; Affirmed

  - Class B XS2025984555; LT AAsf; Affirmed

  - Class C XS2025985958; LT Asf; Affirmed

  - Class D XS2025986501; LT BBB-sf; Rating Watch Maintained

  - Class E XS2025987145; LT BB-sf; Rating Watch Maintained

  - Class F XS2025987574; LT B-sf; Rating Watch Maintained

TRANSACTION SUMMARY

This is a cash-flow CLO mostly comprising senior secured
obligations. The transaction is still within its reinvestment
period and is actively managed by the collateral manager.

KEY RATING DRIVERS

Portfolio Performance Deteriorates: The RWN on the three tranches
reflects the deterioration of the portfolio as a result of the
negative rating migration of the underlying assets in light of the
coronavirus pandemic. The transaction is slightly below target
par.

The Fitch weighted average rating factor reported in the April 1,
2020 Trustee Report is 33.76, which fails by 0.76. The WARF will
increase to 34.71 based on the portfolio as of 30 April 2020 and
updated rating as of May 4, 2020. The 'CCC' or below category
assets represent, according to Fitch's calculation, 7.59%, which is
over the 7.5% limit. All other tests, including the
overcollateralisation and interest coverage tests, pass.

The model-implied rating of class E and F is 'B+' and 'CCC'. Fitch
deviated from the MIR because the main driver of the MIR is the
back-loaded default timing, which Fitch does not expect to happen
immediately. Furthermore, class E and F had a significant cushion
at the MIR and Fitch views the credit quality of each of these
tranches to be more in line with the current ratings. Fitch deems,
however, that class E and F credit enhancement of 7.4% and 5.3%,
respectively, provide a limited margin of safety.

Coronavirus Baseline Scenario Impact: Fitch carried out a
sensitivity analysis on the actual portfolio to envisage the
coronavirus pandemic baseline scenario. It notched down the ratings
for all assets with corporate issuers on Negative Outlook,
regardless of sector. This scenario shows resilience of the current
ratings of class A to C with marginal shortfalls for class B and C.
This supports the affirmation with a Stable Outlook for these
tranches, in light of the cushion while analysing the current
portfolio.

Asset Quality: 'B/B-' Portfolio Credit Quality: Fitch considers the
average credit quality of obligors to be in the 'B/B-' range. The
Fitch WARF of the current portfolio is 34.71.

Asset Security, High Recovery Expectations: At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the current portfolio is 63.94%.

Portfolio Composition: The top 10 obligors' concentration is 17.58%
and no obligor represents more than 2% of the portfolio balance.
The largest industry is business services at 19.38% of the
portfolio balance, followed by healthcare at 16.21% and industrial
and manufacturing at 8.54%. The exposure to the eight sectors that
are considered high risk due to the coronavirus pandemic is at
14.61%. The eight sectors are automobiles, aerospace and defence,
gaming and leisure and entertainment, lodging and restaurants, oil
and gas, metal & mining, retail and transportation (airlines). The
portfolio has no exposure to oil and gas.

Cash Flow Analysis: Fitch used a customised 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 and diverted through the par value and
interest-coverage tests. The transaction was modelled using the
current portfolio, based on both the stable and rising interest
rate scenario and the front-, mid- and back-loaded default timing
scenario, as outlined in Fitch's criteria.

Fitch also tests the current portfolio with a coronavirus
sensitivity analysis to estimate the resilience of the notes'
ratings. The analysis for the portfolio with a coronavirus
sensitivity analysis was only based on the stable interest rate
scenario including all default timing scenarios.

When conducting cash flow analysis, Fitch's model first projects
the portfolio's scheduled amortisation 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 amortisation
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 voluntarily terminated, when applicable). This
adjustment avoids running out of performing collateral due to
amortisation and ensures all of the defaults projected to occur in
each rating stress are realised in a manner consistent with Fitch's
published default timing curve.

RATING SENSITIVITIES

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

Fitch uses a standardised stress portfolio, "Fitch's Stress
Portfolio", which is customised 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, as the portfolio credit quality may still deteriorate, by
natural credit migration and by reinvestments. After the end of the
reinvestment period, upgrades may occur if there is a
better-than-expected portfolio credit quality and deal performance,
leading to higher notes' credit enhancement and excess spread being
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 the notes' CE following
amortisation does not compensate for a higher expectation of loss
than initially assumed due to unexpected high levels of default and
portfolio deterioration. As the disruptions to supply and demand
due to the disruption caused by the coronavirus pandemic become
apparent for other vulnerable sectors, loan ratings in those
sectors will also come under pressure. Fitch will update the
sensitivity scenarios in line with Fitch's leveraged finance team.

Should the transaction continue to deteriorate without another
counterbalancing force such as amortisation or par building from
the trading activities, class D to F would be most vulnerable to
downgrade.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

The monthly investor report as of April 1, 2020 is provided by the
trustee and the portfolio loan by loan information as of April 30,
2020 is provided by the collateral manager.



===========
L A T V I A
===========

MOGO FINANCE: Fitch Affirms 'B-' LT IDR, Alters Outlook to Neg.
---------------------------------------------------------------
Fitch Ratings has revised the Outlook on Mogo Finance S.A.'s
Outlook Long-Term Issuer Default Rating to Negative from Stable and
affirmed the IDR at 'B-'.

The revision of the Outlook to Negative reflects that in Fitch's
view, the risks to Mogo's credit profile are skewed to the
downside, due to the adverse economic effect of the coronavirus
pandemic. The affirmation reflects that while rating headroom has
been strengthened by recent shareholders' loans and management
actions, risks are still to the downside over the rating horizon.

KEY RATING DRIVERS

Unless noted, the key rating drivers for Mogo's IDR and senior debt
are those outlined in its Rating Action Commentary published in
July 2019.

Mogo's IDRs are driven by its Standalone Credit Profile as a
specialised auto finance and leasing company operating across
eastern Europe and central Asia. The ratings take into account
Mogo's nominal franchise in a competitive niche, increasing
exposure to volatile markets, elevated risk appetite and high
leverage. They also reflect sound profitability, a track record of
placing public bonds and adequate experience of the management
team.

Fitch assesses Mogo's risk appetite as high due to a higher-risk
client base, fast capital-depleting growth and large unhedged open
FX position. Mogo's target clients are below-prime individuals who
cannot afford newer cars, but they reflect the overall median
earner in Mogo's countries of operations.

Mogo's asset quality reflects its high-risk appetite (impaired
loans ratio of 17% at end-1Q20, excluding legacy exposures in
Poland). Fitch expects some deterioration from current levels.
Residual value risk tends to be contained due to lower car prices
as cars financed are on average 13 years old. However, monetisation
of repossessed collateral can be slow.

Ongoing quarantine measures, such as the closure of car registries,
should slow Mogo's historically high portfolio growth, which has
diluted impaired loans in the past. Fitch expects loan issuance to
resume after the summer, as lockdowns end across Mogo's countries
of operations. Fitch projects a modest portfolio contraction by
yearend compared with end-2019, but the average gross loan
portfolio over the whole year should be slightly higher than it was
in 2019. The higher average portfolio and cost-cutting measures
should support profit generation over the year.

In Fitch's view, Mogo's leverage (gross debt to tangible equity and
shareholders' loans of 9.3x at end-1Q20) remains elevated and is
sensitive to the material exposure to FX and credit risks.
Subordinated shareholders' loans (EUR 11.9 million at end-1Q20)
doubled capitalisation in 4Q19 and 1Q20, but tangible equity
remains small (EUR 11.8 million at end-1Q20).

Mogo has limited funding maturities in the next 12 months, thanks
to long-dated bonds raised in Riga and Frankfurt. Fitch views
positively that Mogo has reduced its funding from the Mintos online
platform (a quasi-retail fintech peer-to-peer lending platform),
which is untested at times of stress, in its opinion. Funding
flexibility is sensitive to pressure on capitalisation given the
modest headroom over the covenants on Mogo's bonds.

In Fitch's view, Mogo's corporate governance framework is
developing, following the bonds' listing in 2018, and is in line
with privately-held peers. However, limited independent board
oversight, a multi-layered holding structure, concentrated
ownership, past loans to shareholders and depth of financial
disclosures constrain Mogo's rating. These features are reflected
in Fitch ESG scores.

The rating of Mogo's senior secured debt is equalised with the
company's Long-Term IDR to reflect its effective structural
subordination to outstanding debt at operating entities, which
despite their secured nature leads to only average recoveries as
reflected in the 'RR4' Recovery Rating.

RATING SENSITIVITIES

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

Given the Negative Outlook, an upgrade is unlikely. However, over
the longer-term Fitch would view positively a sustained reduction
in leverage to below 6x, the achievement of greater scale and
operational break-even in individual countries of operations, a
reduction in currency risks and a further expansion of funding
options as positive.

Changes to Mogo's Long-Term IDR would be mirrored on the company's
senior secured bond rating.

Higher recovery assumptions, for instance as a result of operating
entity debt falling in importance compared with the rated debt
instruments, could lead to above-average recoveries and Fitch to
notch up the rated debt from Mogo's Long-Term IDR.

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

The Negative Outlook reflects heightened sensitivity in the current
environment to outsized credit costs and episodic FX losses
negatively impacting solvency which in turn could constrain funding
flexibility. Pressure on ratings would stem mainly from
capitalisation and leverage, a key weakness for Mogo. Fitch could
downgrade the rating if growth is not supported by higher
capitalisation either via sufficient internal capital generation or
the injection of new equity, leading to leverage increasing from
its already high levels (9x at end-1Q20).

A marked deterioration in Mogo's asset quality, ultimately
threatening the company's solvency, could also lead to a
downgrade.

Changes to Mogo's Long-Term IDR would be mirrored on the company's
senior secured bond rating.

Lower recovery assumptions, for instance due to operating entity
debt increasing in relative importance or worse-than-expected asset
quality trends (which could lead to higher asset haircuts), could
lead to below-average recoveries and Fitch to notch down the rated
debt from Mogo's Long-Term IDR.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions
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.

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

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance for Mogo 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.

Mogo is scored 5 for Governance Structure. This reflects exposure
to board independence and effectiveness; ownership concentration;
protection of creditor/stakeholder rights; legal /compliance risks;
business continuity; key person risk; related party transactions
which, on an individual basis, has a significant impact on the
rating

Mogo is scored 4 for Group Structure. This reflects exposure to
organisational structure; its appropriateness relative to business
model; intra-group dynamics which, in combination with other
factors, impacts the rating.

Mogo is scored 4 for Financial Transparency. This reflects exposure
to quality and timing of financial reporting which, in combination
with other factors, impacts the rating.



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

JUBILEE CLO 2019-XXIII: Fitch Cuts Class F Debt to 'B-sf'
---------------------------------------------------------
Fitch Ratings has downgraded two tranches of Jubilee CLO 2019-XXIII
B.V. and revised the Outlook on one tranche to Negative from
Stable. It has affirmed the rest of the transaction's tranches.

Jubilee CLO 2019-XXIII B.V.      

  - Class A XS2075328943; LT AAAsf; Affirmed

  - Class B XS2075329677; LT AAsf; Affirmed

  - Class C XS2075330097; LT As;f Revision Outlook

  - Class D XS2075330683; LT BBB-sf; Affirmed

  - Class E XS2075331228; LT BB-sf; Downgrade

  - Class F XS2075331731; LT B-sf; Downgrade

TRANSACTION SUMMARY

Jubilee CLO XXIII B.V. is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine and second-lien loans. Note proceeds were used to fund a
portfolio with a target par of EUR400 million. The portfolio is
actively managed by Alcentra Limited. The collateralised loan
obligation has a 4.5-year reinvestment period and an 8.5-year
weighted average life.

KEY RATING DRIVERS

Portfolio Performance Deteriorates

The downgrades reflect the deterioration of the portfolio as a
result of the negative rating migration of the underlying assets in
light of the coronavirus pandemic. The Fitch weighted average
rating factor test and the 'CCC' limit would both be breached under
Fitch's calculation based on ratings as of May 4, 2020.

The WARF of the portfolio as of May 4, 2020 has increased to 37.6,
from a reported 35.35 as of 6 April 2020. The 'CCC' category or
below assets (including unrated assets at 1.8%) represent 8.1%,
over the 7.5% limit, while assets with a Fitch-derived rating on
Outlook Negative are at 11.9% of the portfolio balance. All other
tests, including the overcollateralization and interest coverage
tests, are passing.

Asset Credit Quality

'B/B-' Category Portfolio Credit Quality: Fitch assesses the
average credit quality of obligors to be in the 'B/B-' category.

Asset Security

High Recovery Expectations: Of the assets, 99.7% are reported as
senior secured obligations. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch weighted average recovery rate of the
current portfolio is 64.4%.

Portfolio Composition

The portfolios are well diversified across obligors, countries and
industries. The top 10 obligors' exposure is 16.5% and no obligor
represents more than 2% of the portfolio balance. The largest
industry is business services at 17.9% of the portfolio balance,
followed by computer and electronics at 9.5% and gaming leisure and
entertainment at 8.4%.

The exposure to the eight sectors considered high risk due to the
coronavirus pandemic is 20.4%. These sectors are automobiles,
aerospace and defence, gaming, leisure and entertainment, lodging
and restaurants, oil and gas, metal and mining, retail, and
transportation (airlines). The portfolio has no exposure to oil and
gas, or metal and mining.

Cash Flow Analysis

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

Fitch also tests the current portfolio with a coronavirus
sensitivity analysis to estimate the resilience of the notes'
ratings. The analysis for the portfolio with the coronavirus
sensitivity analysis was only based on the stable interest rate
scenario including all default timing scenarios.

The model-implied ratings for classes E and F are two notches below
the current ratings. The committee decided to deviate from the
model-implied rating on Class F as it was driven by the rising
interest rate scenario and back-loaded default timing scenario,
which the committee considered unlikely. The committee also decided
to deviate for class E as the model-implied rating was driven by
the back-loaded default timing scenario.

The committee nevertheless decided to downgrade both classes by one
notch to the lowest rating with their respective rating categories.
These ratings are in line with the most Fitch-rated EMEA CLOs. The
Rating Watch Negative was maintained for both notes as they show
shortfalls even with the updated ratings and under the COVID-19
sensitivity scenario.

Fitch's cash flow analysis model first projects the portfolio
scheduled amortisation 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 amortisation proceeds and prepayments are
then reduced by a scale factor equivalent to the overall percentage
of loans not assumed to default (or to be voluntarily terminated,
when applicable).

This adjustment avoids running out of performing collateral due to
amortisation and ensures all the defaults projected to occur in
each rating stress are realised in a manner consistent with Fitch's
published default timing curve.

RATING SENSITIVITIES

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

At closing, Fitch uses a standardised stress portfolio customised
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 as the portfolio credit
quality may still deteriorate, not only through natural credit
migration, but also through reinvestments.

Upgrades may occur after the end of the reinvestment period if
there is better-than-expected portfolio credit quality and deal
performance, leading to higher note credit enhancement 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 the notes' credit
enhancement following amortisation does not compensate for a higher
loss expectation than initially assumed due to unexpectedly high
default and portfolio deterioration. As the disruptions to supply
and demand due to the COVID-19 disruption for other vulnerable
sectors become apparent, loan ratings in those sectors will also
come under pressure. Fitch will update the sensitivity scenarios in
line with the view of Fitch's Leveraged Finance team.

Coronavirus Baseline Scenario Impact: Fitch carried out a
sensitivity analysis on the target portfolio to envisage the
coronavirus baseline scenario. The agency notched down the ratings
for all assets with corporate issuers on Negative Outlook
regardless of sector. Classes on Rating Watch Negative show large
shortfalls under this scenario, while classes with Negative Outlook
fail the sensitivity scenario but with smaller shortfalls.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

SOURCES OF INFORMATION

  - Loan-by-loan data provided by the collateral manager as at
April 28, 2020

  - Transaction reporting provided by BNY Mellon as at April 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.



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

GRUPO ALDESA: Fitch Maintains 'B-' LT IDR on Watch Positive
-----------------------------------------------------------
Fitch Ratings has maintained Spanish engineering and construction
company Grupo Aldesa S.A.'s Long-Term Issuer Default Rating of 'B-'
on Rating Watch Positive.

The RWP reflects Fitch's expectation that the acquisition and
capital increase will strengthen Aldesa's credit profile and remove
refinancing risk related to the upcoming bond maturity. Fitch
assumes that the positive impact of the transaction on financial
structure and liquidity position of the company will outweigh
deteriorating profitability due to the coronavirus-related
disruptions and low order intake in recent quarters.

Fitch will assess the parent and subsidiary linkage and its impact
on Aldesa's credit profile after the transaction closes. Fitch
expects to resolve the RWP in 2020.

The rating watch is driven by the announcement of Aldesa's
investment agreement with CRCC International Investment Group, a
wholly-owned subsidiary of China Railway Construction Corporation
Limited. CRCCII will acquire a 75% stake in Aldesa while existing
shareholders will retain the remaining 25% of the share capital.
The transaction will include an approximate EUR250 million capital
increase, which is sufficient to repay Aldesa's EUR245 million
Luxembourg bond.

CRCC is one of the largest integrated construction groups in the
world with revenues of over USD115 billion in 2019.

KEY RATING DRIVERS

Stronger Financial Structure: Fitch expects the transaction to
strengthen Aldesa's financial structure as the proceeds will be
used to repay debt. The investment agreement includes a capital
increase for Aldesa of about EUR250 million from CRCCII, which is
sufficient to fully cover the upcoming EUR245 million bond maturity
including related put-option costs. Post-completion, Fitch assumes
that financial structure improvements achieved from the bond
repayment may partly be offset by potential new debt drawdown.

Nevertheless, Fitch expects an overall stronger leverage profile
that is in line with a higher rating.

Improving Liquidity Profile: Fitch assumes an improved liquidity
profile post-completion, driven by the expected stronger financial
structure, together with Aldesa's integration into CRCC. Its
current liquidity profile is constrained by the upcoming EUR245
million bond maturity, and Aldesa depends on reverse factoring and
revolving credit facilities, which are subject to refinancing risk
in the event of adverse market conditions or idiosyncratic issues.

Fitch believes that failure to complete the transaction may lead to
liquidity pressures.

Pandemic to Weigh on Profitability: Fitch expects a sharp decline
in margins and high cash consumption in 2020 driven by the
significant impact of the coronavirus-related disruptions. Fitch
anticipates that supply chain challenges with materials, equipment
and subcontractors will lead to some project delays and cost
overruns. Overall Fitch assumes over 2pp drop in EBITDA margin and
negative free cash flow of about EUR45 million.

Fitch expects severe adverse impact of the pandemic in Spain and
relatively moderate disruptions in Mexico and Poland.

Declining Revenues: Fitch expects a further decrease of revenues
and total backlog in 2020 driven by the impact of the pandemic
coupled with relatively low new order intake in recent quarters. In
the first nine months of 2019, Aldesa's order backlog fell 18% to
about EUR1,168 million. The slowdown in new orders was driven by
delayed tenders for civil works in Mexico and lower levels of
contracting in residential building projects in Spain.

Synergies from Integration with CRCC: Fitch believes that Aldesa's
credit profile will additionally benefit from potential synergies
related to integration into CRCC. It is one of the largest
international E&C contractors in the world with a presence in about
100 countries and solid operational capabilities across different
segments including railways, highways, bridges, tunnels and urban
rail traffic. Fitch expects Aldesa to leverage CRCC's scale and
capabilities as Fitch believes it will act as a platform for the
Chinese group's expansion in selected countries in Europe and the
Americas.

Adequate Standalone Business Profile: Aldesa's standalone business
profile is commensurate with a 'B' rating category. The company has
effectively deployed its recognised technical capabilities in
sub-segments of the infrastructure construction industry, such as
tunneling, to enter new geographic markets; and build solid
positions outside Spain, notably in Mexico. Geographic and customer
concentrations are satisfactory for a 'B' rated issuer, although
this risk remains material.

Constrained by Size: Aldesa's smaller size compared with peers',
with sales of less than EUR1 billion, remains a negative factor at
the current rating. However, this is partly mitigated by a solid
record in risk management and long-lasting relationships with the
company's major customers.

DERIVATION SUMMARY

Aldesa's business profile is somewhat stronger than Obrascon Huarte
Lain SA's (OHL; CCC+/Stable). OHL's larger scale, broader
geographic diversification and stronger market position in roads
and railways segment is more than offset by large working capital
requirements and persistent issues with contract risk management in
many legacy projects across different markets and business
segments. Aldesa's financial profile is also stronger than OHL's,
given Aldesa's lower debt and longer-dated maturity profile. This
limits short-term refinancing risk, compared with OHL's ongoing
sizeable cash consumption and weakening financial flexibility.

KEY ASSUMPTIONS

  - Completion of the transaction in 2Q20

  - EUR250 million capital increase from CRCCII in Aldesa will be
used to repay EUR245 million bond and cover put option costs at the
transaction closing date

  - Decline in revenues by low-teens in 2019 and mid-single digits
in 2020 followed by low single-digit growth in 2020-2022

  - Recourse EBITDA margin of 5.2% in 2019, sharp decline to about
3.0% in 2020 followed by increase to 5.3% in 2021 and 6.3% in 2022

  - Working capital consumption of about 5% of revenues in 2020 and
2% annually in other years

  - Capex of EUR9 million in 2019 and EUR10 million annually in
2020-2022

  - No dividends from non-recourse subsidiaries

  - No dividends paid to common shareholder

  - No material asset disposals

RATING SENSITIVITIES

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

  - Successful completion of the transaction

  - Funds from operations net leverage below 5.5x

  - Positive FCF generation on a sustained basis

  - Significant improvement in the operating risk profile driven by
increased scale (sales sustainably in excess of EUR1 billion) and
internationalisation, reduced concentration risk and funding
diversification

  - A material increase in steady income being up-streamed from the
concession business without re-leveraging assets

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

  - Unsuccessful execution of the transaction before EUR245 million
bond maturity

  - FFO net leverage failing to decline below 6.5x

  - FFO interest coverage to decline below 1x

  - Deterioration of the liquidity profile with a liquidity score
below 1.0x and increased dependence on factoring and short-term
lines

  - Inability to refinance existing bonds and revolving credit
facilities

  - Evidence of support for weakening non-recourse activities or a
material increase in new concessions leading to equity
contributions from the recourse business

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).

BEST/WORST CASE RATING SCENARIO

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

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.



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

DENIZBANK AS: Fitch Gives $3BB EMTN Programe 'B+' LT Rating
-----------------------------------------------------------
Fitch Ratings has assigned Denizbank A.S.'s USD3 billion Euro
medium-term note programme long- and short-term ratings of 'B+' and
'B', respectively.

The ratings are in line with Denizbank's Long- and Short-Term
Issuer Default Ratings of 'B+' and 'B', respectively, and apply
only to senior unsecured certificates issued under the programme.

All other notes that can be issued under the programme, such as
subordinated notes, will be rated on a case-by-case basis. There is
no assurance that all notes issued under the programme will be
rated or that all rated notes will be aligned with the programme
rating.

KEY RATING DRIVERS

SENIOR DEBT

The programme's ratings are in line with Denizbank's IDRs,
reflecting Fitch's view that the likelihood of default on senior
unsecured notes issued under this programme will be the same as the
likelihood of Denizbank's default.

Denizbank's IDRs are driven by potential support from its 100%
shareholder, Emirates NBD Bank PJSC (ENBD, A+/Stable). Fitch's view
of support, as reflected in the Support Rating of '4', is based on
the bank's ownership and strategic importance to ENBD. Fitch
regards ENBD's propensity to support Denizbank as high. However,
Denizbank's Long-Term Foreign-Currency IDR is notched once below
Turkey's 'BB-' sovereign rating, reflecting its view that in case
of a marked deterioration in Turkey's external finances, the risk
of government intervention in the banking sector would be higher
than that of a sovereign default.

Senior debt issued by Denizbank under its programme constitutes
direct, unconditional and unsecured and unsubordinated obligations
of the bank and will rank at least pari passu with all the bank's
other outstanding unsecured and unsubordinated obligations.

The programme documentation includes a negative-pledge provision,
as well as financial reporting obligations, covenants and
cross-default acceleration clauses. The notes and any
non-contractual obligations arising out of or in connection with
the notes will be governed by, and shall be construed in accordance
with, English law.

RATING SENSITIVITIES

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

The programme ratings are sensitive to changes in Denizbank's Long-
and Short-Term Foreign-Currency IDRs, which, in turn, are sensitive
to Turkey's sovereign Long-Term Foreign-Currency IDR and any change
in Fitch's view of government intervention risk in the banking
sector. A marked reduction in ENBD's propensity and ability to
support Denizbank (not Fitch's base case) could also result in a
downgrade of the Long-Term Foreign-Currency IDR but only if the
bank's Viability Rating is also downgraded.

A downgrade of Denizbank's Long- and Short-Term Foreign-Currency
IDRs will result in a downgrade of the programme's long- and
short-term foreign-currency ratings.

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

An upgrade of Denizbank's Long- and Short-Term Foreign-Currency
IDRs will result in an upgrade of the programme's long- and
short-term foreign-currency ratings.

ESG CONSIDERATIONS

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

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions
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.

SUMMARY OF FINANCIAL ADJUSTMENTS

An adjustment has been made in Fitch's financial spreadsheets of
Denizbank that has affected the core and complementary metrics.
Fitch has taken a loan that was classified as a financial asset
measured at fair value through profit and loss in the bank's
financial statements and reclassified it under gross loans as Fitch
believes this is the most appropriate line in Fitch spreadsheets to
reflect this exposure.

DATE OF RELEVANT COMMITTEE

April 24, 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.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Denizbank's IDRs are driven by institutional support from its
shareholder.



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

ARLINGTON AUTOMOTIVE: Enters Administration, Job Losses Likely
--------------------------------------------------------------
Business Sale reports that car component supplier Arlington
Automotive Group has appointed administrators from Duff & Phelps,
as the coronavirus pandemic has a growing impact on the automotive
sector.

Arlington employs around 600 staff at sites across the UK and
supplies components for carmakers including Ford, Jaguar Land Rover
(JLR) and Nissan, Business Sale discloses.

According to reports, those involved in the process are examining a
plan to reduce Arlington's number of sites, with a view to ensuring
the business remains viable after the coronavirus pandemic,
Business Sale states.

It remains unclear how many of the company's skilled workforce will
face redundancy, but some job losses are thought likely, Business
Sale notes.  However, company executives are said to be confident
that the administration process will allow it to secure the
investment to safeguard its future, Business Sale relates.

According to its most recent accounts, to the year ended March 30
2018, the company saw losses of around GBP1.79 million, Business
Sale relays.  At the time of filing, its total assets amounted to
GBP39 million, according to Business Sale.

Arlington Automotive Group is the UK subsidiary of Arlington
International Group.  The products it manufactures include
thermostats for cars, while it also makes and assembles engineered
vehicle systems.  Its UK locations include Birmingham, Coventry,
Derby, Reading and Stourport.


P&O FERRIES: Plans to Lay Off More Than Quarter of Workforce
------------------------------------------------------------
Lizzy Burden at The Telegraph reports that P&O Ferries is preparing
to lay off more than a quarter of its workforce as the collapse in
seaborne traffic from coronavirus takes it toll.

According to The Telegraph, leisure passenger numbers have
plummeted due to coronavirus-related travel restrictions, piling
pressure on the Dubai-owned company which operates between Dover
and Calais and transports 15% of the goods into the UK.  It is the
biggest cross-Channel ferry operator.

P&O had been scrambling to agree a GBP250 million rescue deal that
would include cuts to staff wages and pensions alongside a
Government bailout, The Telegraph discloses.

About 1,100 staff at all levels of the business are expected to
lose their jobs, The Telegraph states.  Around 1,400 have already
been furloughed, The Telegraph notes.



PLAYTECH PLC: S&P Downgrades ICR to 'BB-', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Playtech PLC
to 'BB-' from 'BB'. At the same time, S&P lowered its issue ratings
on the group's two outstanding bonds to 'BB-' from 'BB'. The
recovery rating is unchanged at '3' (rounded estimate of 65%).

COVID-19 will affect the gaming industry; however, the duration and
impact remain uncertain.

S&P Global Ratings acknowledges a high degree of uncertainty about
the rate of spread and peak of the coronavirus outbreak. Some
government authorities estimate the pandemic will peak about
midyear and the recovery will be gradual afterward, and S&P is
using these assumptions in assessing the economic and credit
implications.

S&P said, "In framing our base case, S&P Global Ratings' assumption
is that the lockdown and closure of physical store networks will
last until the end of June 2020. The situation remains fluid, and
current prospects suggest that stores may open sooner, perhaps as
early as mid-May. We consider that some form of social distancing
will be required, potentially into 2021. However, implementation
could vary between geographies.

"We believe the measures adopted to contain COVID-19 have pushed
the global economy into recession. As the situation evolves, we
will update our assumptions and estimates accordingly."

Playtech's diversified offerings should enable it to operate
profitably through the period of lockdown, but a return to normal
trading level will be gradual.  For Playtech, Snaitech and its
sports business have been most affected. However, the rest of the
group has remained resilient. S&P expects the rest of Playtech's
operations, in aggregate, to be stable, or even grow, thanks to its
online technology service proposition, licensing arrangement with
leading online gaming operators, and substantial growth in its
Tradetech segment.

S&P said, "We understand that, through the period of shutdown, on a
consolidated basis, Playtech continued to generate EBITDA of about
EUR10 million per month (compared with about EUR30 million before
COVID-19 crisis).

"At present, we assume the franchisee retail stores in Italy will
remain shut and global sporting events suspended until at least the
end of June 2020. Once the restrictions are lifted, we expect the
social distancing measures to remain in place. Therefore, we assume
Snaitech's retail monthly revenue will rebound to 50%-60% of
historical revenues in July, then steadily climb toward 90% of
normal revenues in December."

Playtech's exposure to sports betting is relatively limited. Before
the onset of COVID-19, the group was expecting sports business to
contribute about approximately 10% of Playtech's reported EBITDA in
management terms (about EUR30 million-EUR40 million) in 2020. In
S&P's view, the drop in amounts wagered from the cancellation of
sporting events during the period of lockdown cannot be recovered
in the remaining months of this year and overall EBITDA of this
segment will be lower.

S&P's base-case assumptions result in lower revenue and EBITDA for
2020.   In S&P's base case, it forecasts:

-- Revenue to decline by about 25%-30% in 2020 to EUR1.1
billion-EUR1.2 billion, from EUR1.5 billion in 2019.

-- S&P Global Ratings-adjusted EBITDA to decline to about EUR190
million-EUR220 million in 2020, from EUR310 million in 2019.

-- S&P Global Ratings-adjusted leverage to be around 4.0x for 2020
(3.2x without CDC adjustment), from 2.8x in 2019.

S&P said, "Our adjusted EBITDA calculation shown above includes
EUR50 million-EUR60 million of CDC adjustments. We calculate
leverage to include the impact of CDC, contingent consideration
payable, lease adjustments, and exceptional operating costs; our
calculation therefore differs from Playtech's covenant leverage
calculation. We currently forecast that Playtech will comply with
its covenants over the next 12 months."

Playtech has implemented measures to preserve its liquidity
position in the short-to-medium term.   Snaitech's franchise model
limits fixed costs and reduces cash burn, compared with other
land-based gaming shop operators. The group's guidance suggests
that it faces a cash burn of around EUR7.5 million per month for
segments directly affected by the lockdown (that is, Snaitech and
sports betting exposure). But as a whole, during the period of
lockdown, the group's cash flows are almost break-even as its
online gaming offerings through business to business (B2B) and
business to consumer (B2C) channels are still generating cash. S&P
said, "We consider that its unrestricted cash on balance sheet and
revolving credit facility (RCF) availability totaling around EUR550
million provides sufficient liquidity buffer. Given our current
base case, we calculate Playtech's operating cash flow should be
enough to cover its fixed costs and capital expenditure (capex) in
2020 and generate FOCF of about EUR30 million-EUR50 million."
Management has proactively suspended shareholder distributions
until further notice, which will save EUR100 million of cash
outflows in 2020.

Playtech's Asian business faces greater competition and regulatory
changes which may constrain revenue.  The free cash flow from
Playtech's Asian business has declined meaningfully over the past
two years. Playtech only provides content to gambling operators in
that region whose end-customers are based in China and Malaysia.
Due to increased competition from new entrants, Playtech's Asian
revenue declined sharply to EUR112 million in 2019, from EUR292
million in 2017. Management has now taken steps to adjust its
rebate incentives for operators and, based on the current trading,
we estimate that Asian revenue could decline to EUR75 million-EUR85
million in 2020. Due to the unregulated nature of the Asian markets
and a fixed-cost base of about EUR25 million, the segment's
operating margin is higher than that of the group.

In the medium term, regulatory measures around responsible gaming,
as well as the group's tendering for concessions, remain key
considerations.   In Italy, the video lottery terminal (VLT) market
has been affected by a requirement to use ID cards for age
verification and by an increase in gaming taxes. In the U.K.,
regulators have brought in a ban on using credit cards to gamble,
and in the future will also introduce a maximum stake for online
slots. In the long term, Playtech's expertise in developing and
offering robust tools and data could help raise standards across
the industry, promote safe and responsible play, and empower
licensees and players with advanced customer engagement and
responsible gambling tools to reduce harm.

The concessions held by Snaitech for the operation of a network of
gaming machines (AWPs and VLTs), which represented 40% per cent of
the overall group revenue for 2019, will expire in March 2022. The
cost of these licenses could be significant and could put strain on
Playtech's capital structure.

Tradetech's strategic fit within the group is unclear, and a review
is in process.  Volatile financial markets in 2020 have resulted in
an increase in Tradetech's trading volumes. It reported EBITDA of
more than EUR30 million in the first three months of 2020, up from
EUR7.8 million for the entire of 2019. It is unlikely that Playtech
will maintain this EBITDA run-rate for the rest of the
year--volatility in the financial markets could also expose the
group to increased trading loss risk and bad debts. Management is
reviewing the long-term strategic fit of this business within
Playtech. Changes in regulations, underlying volatility in the
volume of transactions, and regulatory capital requirements have
triggered a strategic review of this segment and caused Playtech to
recognize an asset impairment of EUR90 million in 2019.

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

-- Health and safety

The negative outlook incorporates the possibility that if the
period of shutdown or social distancing measures is prolonged or
greater than S&P's current base case, then this could have a
further impact on the group's credit metrics, liquidity, and
compliance with covenants. The outlook also incorporates
medium-term risks, such as the potential for heightened regulatory
risks, capital structure implications arising from renewing
Snaitech's concession licenses, or weaker demand for gaming and
sports betting in the context of a weaker macroeconomic
environment.

S&P said, "We could lower the rating on Playtech if COVID-19 had a
more prolonged and severe impact, resulting in weaker credit
metrics than our current base case. In our current base case, we
predict a short-term disruption, which we define as a three-month
shut down, to the end of June, and a gradual recovery afterward." A
downgrade could occur if one or more of the following occurs:

-- S&P's adjusted leverage remains materially above 4.0x for a
sustained period and FOCF to debt below 10%.

-- S&P lowered its assessment of the strength of the groups
business and operations, as a result of margin pressure on its core
business; a lack of significant new revenue growth opportunities;
or it reassessed its view of the group's scale, diversification, or
competitive advantage.

-- The group's liquidity deteriorates or faces increased risk of a
covenant breach.

S&P said, "We could consider revising the outlook to stable once we
have more certainty regarding the duration and severity of
COVID-19's impact on Playtech's operating performance, liquidity,
and cash flows. Such a revision would also require a track record
of positive organic revenue growth and margin stabilization while
maintaining leverage comfortably below 4.0x and FOCF to debt of
about 12%-13%.

Playtech PLC (LSE: PTEC) founded in 1999, is publicly listed and is
headquartered in Douglas, the Isle of Man. The group develops and
sells software products for the online and land-based gambling
industries worldwide and reported revenue of EUR1,508 million and
adjusted EBITDA of EUR310 million for the 12 months to Dec. 31,
2019.

The company operates gaming B2B and B2C under its Snaitech
division, and financial segments through its Tradetech operation.

-- Following the spread of COVID-19, S&P now forecasts a recession
in Europe and globally in 2020. S&P expects GDP in the eurozone and
U.K. to shrink by 7.3% and 6.5%, respectively, this year before
rebounding by 5.6% and 6% in 2021.

-- S&P assumes that Snaitech's retail segments (which comprise
gaming machines and retail betting) will remain shut through to
June 2020, rebound to 50%-60% of historical revenue in July, then
climbing toward 90% of normal revenues in November and December.
Snaitech's online segment would partly offset some of these
declines.

-- Core B2B revenue declines of about 15%-25% due to exclusion of
one-off hardware sales and cancellation of sporting events, which
would be offset by the growth of online casino, poker and bingo
offerings. The Asian segments' monthly revenue to average about
EUR6.5 million in 2020 and about EUR5 million in 2021, compared
with EUR9 million in 2019.

-- EBITDA contribution from Tradetech to be EUR60 million-EUR70
million in 2020, compared with EUR7.8 million in 2019. However, S&P
assumes EBITDA will fall in 2021 as the underlying volatility in
financial markets dissipates.

-- Combining S&P's base-case assumption for Snaitech, B2B, and
Asian segments, it anticipates that group revenue for 2020 will
decline by about 25%-30% to EUR1.1 billion-EUR1.2 billion compared
with 2019 revenue of EUR1.5 billion. For 2021, S&P assumes overall
revenue will recover to about EUR1.4 billion-EUR1.5 billion.
-- After incorporating S&P's CDC adjustment, it forecasts adjusted
EBITDA of EUR190 million-EUR220 million in 2020, down from EUR310
million in 2019.

-- For 2021, S&P's EBITDA assumption of about EUR230
million-EUR270 million incorporates a recovery in Snaitech and
sport business, offset by the lower EBITDA contribution from
Tradetech and Asia and additional regulatory impacts.

-- Exceptional costs of about EUR20 million in 2020.

-- End-of-year working capital flows between neutral and negative
EUR25 million in 2020, and positive inflow of about EUR15 million
in 2021.

-- Capex reduced to around EUR100 million in 2020, including CDC
of EUR50 million, which it considers as an operating expense.

-- S&P has not included any payments for Snaitech concession
licenses for 2020; S&P considers that the Italian authorities are
likely to delay the process, given the COVID-19 pandemic.

-- No cash dividends paid during 2020.

-- No further share repurchase beyond the EUR10 million already
completed.

Based on these assumptions, S&P arrives at the following credit
measures:

-- Adjusted debt to EBITDA of 4.0x in 2020 and 3.0x-4.0x in 2021.

-- Adjusted FOCF to debt of about 7%-10% for 2020 and about
12%-15% in 2021.

-- S&P consider Playtech's liquidity to be adequate.

The unrestricted cash balance provides a sufficient buffer to
Playtech's liquidity position in times of suppressed earnings. S&P
said, "We expect that the ratio of liquidity sources to uses will
likely exceed 3.0x in the next 12 months. Our liquidity assessment
also reflects Playtech's lack of short-term debt maturities, and
our view of the company's well-established relationships with its
banks."

Principal liquidity sources for the 12 months beginning January
2020:

-- Cash of around EUR260 million;(this excludes funds held on
behalf of the client and capital adequacy requirements)

-- RCF availability of EUR250 million;

-- Proceeds from the sale of land of EUR50 million in 2020; and

-- S&P's forecast of funds from operations of about EUR160 million
(on the base case assumption that shutdown lasts until June 2020).

Principal liquidity uses for the same period are:

-- Reduced capex of around EUR100 million;

-- An end-of-year working capital requirement of about EUR25
million;

-- A completed share buyback of EUR10 million (no additional
shareholder return actions); and

-- Contingent consideration payments of about EUR40 million
related to Playtech BGT Sports.

The group is subject to maintenance covenants under its RCF,
including a net leverage covenant of 3.0x and an EBITDA interest
cover of 4.0x tested semiannually. There is also an
incurrence-based 2.0x EBITDA interest coverage covenant test for
its bonds. In S&P's base case, it assumes that the lockdown
measures last until June 30, 2020, and S&P estimates that Playtech
will maintain adequate headroom throughout 2020 and 2021.


VENATOR MATERIALS: Moody's Rates New Sr. Sec. Loan Rating at 'B1'
-----------------------------------------------------------------
Moody's Investors Service affirmed Venator Materials plc's CFR B2
rating. Moody's also affirmed Venator Materials LLC's senior
secured term loan rating at B1. The rating on the unsecured bonds
is downgraded to Caa1 from B3. Moody's also assigned a B1 rating to
the company's new senior secured five-year notes. The outlook for
Venator and its subsidiaries remains negative. The affirmations
reflect the improved liquidity position provided by the note
issuance, the proceeds from which are expected to be held in cash
balances. This positive impact on liquidity however is balanced
against the current step up in stress which is causing depressed
EBITDA, stressed metrics and negative free cash flow. The liquidity
rating is upgraded to SGL-2 from SGL-3 as a result of the debt
issuance and its impact on liquidity.

"The magnitude of the cash burn is now projected to be higher than
Moody's modelled at the time of the CFR downgrade to B2 in early
April, with the deterioration driven mainly by Covid-related
declines in industry TiO2 volumes," according to Joseph Princiotta,
SVP at Moody's. "The ratings affirmation also assumes the weak
performance doesn't deteriorate further or for an extended period
of time beyond the Covid crisis and the company will begin to pay
back borrowings as markets improve," Princiotta added.

Assignments:

Issuers: Venator Materials LLC

Senior Secured Notes, Assigned B1 (LGD3) (Co-issuer: Venator
Finance Sarl)

Upgrades:

Issuer: Venator Materials plc

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

Affirmations:

Issuers: Venator Materials LLC

Gtd Senior Secured Term Loan, Affirmed B1 (LGD3) (Co-issuer:
Venator Finance Sarl)

Issuer: Venator Materials plc

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Downgrades:

Issuers: Venator Materials LLC

Gtd Senior Unsecured Notes, Downgraded to Caa1 (LGD5) from B3
(LGD5) (Co-issuer: Venator Finance Sarl)

Outlook Actions:

Issuer: Venator Materials LLC

Outlook, Remains Negative

Issuer: Venator Materials plc

Outlook, Remains Negative

RATINGS RATIONALE

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

While the end markets of architectural coatings and consumer
related plastics served by TiO2 are likely to fair better than most
chemical markets in the second quarter and for the year, the
earnings trend line for TiO2 producers is still likely to be down
as other end markets, i.e. industrial coatings and plastics sold
into durable markets, exhibit meaningful demand weakness this year.
Moreover, still heavy cash spending requirements by Venator are
likely to result in another year of negative free cash flow,
consuming some of the cash borrowed with the current debt offering,
Moody's estimates.

The company expects cash flow usage for the year might total
$205-$220 million, consisting of $60 million for capex, $75 for
pensions and other uses, $15 for Pori-related expenses, $15-$20 for
restructuring, and $40-45 million for cash interest (excluding the
increased interest from this new borrowing). Working capital is
targeted as a $10 to $30 million source of cash, but EBITDA in 2019
was $194 million and results this year are likely to be
significantly lower, resulting in negative cash flow and cash
usage. The resulting cash burn is now expected to be greater than
what was modelled at the time of the most recent rating action in
early April.

Moody's recognizes that the shortfall in cash flow and cash bleed
that's expected this year could be offset with proceeds from the
pending sale of the color pigments business, but the timing of that
transaction remains uncertain given current financial market
conditions and challenges for potential buyers to travel and
conduct due diligence.

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

Venator's credit profile has been weakened by macroeconomic
challenges and softer TiO2 markets in 2018 and 2019, particularly
in its important European markets, which accounts for nearly half
of total TiO2 sales. EBITDA margins fell by roughly 500 bp to 9%,
with adjusted gross financial leverage increased to 5.4x for the
twelve months ended December 31, 2019, and estimated at 5.5x ending
March 31, 2020. With the inventory correction that occurred from
late 2018 through the middle of last year, combined with the
substantial and lingering cash usage for the Pori closure and
restructuring costs, cash flow has been negative and cash balances
reduced, leaving debt higher than expected at this point in the
cycle.

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

The SGL-2 Speculative Grade Liquidity Rating indicates strong
current liquidity to support operations in the near-term with $25
million in cash, as of March 31, 2020, plus roughly $215 million in
net proceeds from this debt issuance. Moody's estimates that free
cash flow could be in the range of negative $30 million to negative
$70 million, or about $30 million worse than the previous estimate
in April. The range reflects uncertain market conditions in TiO2 as
well as actual cash spending in the targeted 'buckets' identified
above. Negative free cash flow would likely be financed with a
reduction in cash balances. Venator has access to an increased $350
million asset-based revolving credit facility, which matures in
August 2022. However, the borrowing base was reported to be
approximately $273 million as of March 31, 2020, less $22 million
letters of credit and $60 million drawn; resulting in revolver
availability of $191 million.

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

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

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

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

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

ESG factors do not impact the ratings at this time, However,
environmental exposure and costs for commodity companies can be
meaningful, and even more so for TiO2 players, and can have credit
and ratings implications. Venator expects to incur environmental
costs related to the cleanup of the Pori facility upon its eventual
closure, including remediation and closure costs. But the company
hasn't provided a timing or estimated range for these costs, which
it says could be material. In addition, the company has capital
expenditures for Environmental, Health and Safety (EHS) matters of
$35 million ($6 million for the three months ended March 31, 2020)
and $9 million, as of December 31, 2019 and YE 2018, respectively.
As of March 31, 2020, the company also had environmental reserves
relating to pending environmental cleanup, site reclamation,
closure costs, and known penalties of $8 million.

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

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

Headquartered in the United Kingdom, Venator Materials plc is the
world's third-largest producer of titanium dioxide pigments used in
paint, paper, and plastics, and a producer of performance additives
for a wide variety of end markets. Venator was created through an
IPO transaction from Huntsman Corporation in 2017. Venator
generated approximately $2.1 billion in revenues for the twelve
months ended March 31, 2020.

VENATOR MATERIALS: S&P Rates Secured Notes 'B', Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Venator Materials PLC, since the rating already takes into account
the global economic slowdown in 2020.

S&P said, "We are assigning our 'B' issue rating and '2' recovery
rating to the proposed secured debt, indicating our expectation of
substantial recovery (70%-90%; rounded estimate: 70%). Conversely,
we are lowering our issue and recovery ratings on existing
instruments by one notch to reflect the increase in total secured
debt.

"We understand that the proposed $225 million secured notes will
rank pari passu with the existing term loan facility. Senior
secured claims will represent an aggregate principal amount of
about $590 million." As a result, in a default scenario the
collateral value of the business would be distributed among a
larger pool of secured lenders than before the new debt issuance.

The 'B' issue rating on the two senior secured instruments reflects
lower projected recovery for secured lenders in the event of a
default scenario. The transaction also results in lower recovery
prospects and an issue rating of 'CCC+' on the $375 million
unsecured notes.

The issuer credit rating on Venator Materials PLC remains at 'B-',
with a stable outlook. A low margin level relative to peers, high
restructuring costs, and negative free operating cash flow (FOCF)
will continue in 2020, resulting in weak credit metrics despite
certain initiatives to preserve cash.

S&P said, "We believe the global recession, COVID-19-related
effects, and recent debt issuance will result in Venator's adjusted
debt to EBITDA increasing to about 8.0x in 2020. Our base-case
scenario continues to reflect high volatility in titanium dioxide
prices and the company's credit measures being affected by ongoing
large restructuring costs and capital expenditure (capex).

"The stable outlook indicates that Venator is likely to retain
adequate liquidity and adopt cash-preservation initiatives over
2020, reducing the risk of further credit deterioration."

S&P could lower its rating on Venator if S&P thinks its credit
metrics and FOCF will deteriorate beyond its current expectations
over the next 12 months. This could occur if:

-- Pandemic-related disruption further weakens Venator's operating
performance and reduces cash generation in 2020;

-- S&P observes larger restructuring costs and capex;

-- The company's liquidity position deteriorates materially; or

-- The company incurs additional debt, leading to concerns about
the sustainability of its capital structure.

S&P said, "We could raise the rating if titanium dioxide revenue
and performance additive segments recover and look set to expand in
2021, along with supportive market prices, a strengthening margin,
as well as lower restructuring costs and capex over that horizon.

"We consider that these conditions would lead to a strengthening in
EBITDA and turn FOCF positive, enabling the ratio of adjusted debt
to EBITDA to return comfortably to below 5.5x."



                           *********


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

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