/raid1/www/Hosts/bankrupt/TCREUR_Public/200520.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Wednesday, May 20, 2020, Vol. 21, No. 101

                           Headlines



F R A N C E

ALTICE FRANCE: Moody's Assigns B2 CFR & Caa2 Senior Notes Rating
ELIOR GROUP: Moody's Cuts CFR to Ba3 & Alters Outlook to Negative


G E R M A N Y

TAKKO FASHION: Moody's Cuts Corp. Family Rating to Caa3


I R E L A N D

FAIR OAKS II: Fitch Gives 'BB-(EXP)sf' Rating on Class E Notes
OAK HILL III: Fitch Maintains BB Rating on E-R Debt on Watch Neg.
PENTA CLO 4: Fitch Maintains BBsf on Class E Notes on Watch Neg.
TORO EUROPEAN 4: Fitch Cuts Class E-R Debt Rating to 'BB-sf'


I T A L Y

INTESA SANPAOLO: Fitch Cuts LT IDR to BB+ on Parent Downgrade
MOBY SPA: Moody's Withdraws C CFR on Insufficient Information


L U X E M B O U R G

PARTICLE LUXEMBOURG: Fitch Affirms B+ on 1st Lien Loan Amid Upsize


N E T H E R L A N D S

BOELS TOPHOLDING: S&P Assigns 'BB-' ICR, Outlook Negative
Q-PARK HOLDING I: S&P Alters Outlook to Negative, Affirms 'BB-' ICR
VINCENT MIDCO: Moody's Alters Outlook on B3 CFR to Negative


T U R K E Y

MERSIN METROPOLITAN: Fitch Assigns 'BB-' LT IDRs, Outlook Stable


U N I T E D   K I N G D O M

ANTLER: Enters Administration Due to Coronavirus Crisis
APPLEBY HERITAGE: Enters Administration, 14 Jobs Affected
CASUAL DINING: Files Intent to Appoint Administrators
EQUITY RELEASE 5: Fitch Affirms Class C Notes at 'BB+sf'
MOBILUX 2 SAS: Fitch Alters Outlook on 'B' LT IDR to Negative

PROVIDENCE INVESTMENT: PwC Must Face Negligence Suit Over Audit
RICHMOND PARK: Fitch Maintains BB Rating on E-RR Debt on Watch Neg.
ST. MARY'S INDEPENDENT: Goes Into Administration

                           - - - - -


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F R A N C E
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ALTICE FRANCE: Moody's Assigns B2 CFR & Caa2 Senior Notes Rating
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Moody's Investors Service has assigned a B2 corporate family rating
and a B2-PD probability of default rating to Altice France Holding
S.A., the new parent company of French telecom operator Altice
France S.A. Concurrently, Moody's has assigned a Caa1 rating to
Altice France Holding's senior notes due in 2027 and 2028, which
have replaced the senior notes of the same amount and maturity
issued by Ypso Finance Bis S.A.

Moody's has also withdrawn the B2 CFRs and B2-PD PDRs of Altice
Luxembourg S.A. and Altice France. The withdrawal of these ratings
at Altice Luxembourg and Altice France levels and the assignment of
the ratings to Altice France Holdings follows a corporate
reorganisation whereby Altice France Holding has the debt
obligations previously sitting at Altice Luxembourg, and has become
the new top entity of the restricted group for the French telecoms
business.

Finally, Moody's has affirmed the B2 CFR and B2-PD PDR of Altice
International S.a.r.l. ("Altice International"), the instrument
ratings of its financing subsidiaries, and the instrument ratings
of Altice France.

The ratings have a negative outlook.

"The rating action follows a simplification of the group structure
of Altice's European credit silos by which Altice Luxembourg has
ceased to exit, and its debt has been downstreamed into Altice
France," says Ernesto Bisagno, a Moody's Vice President -- Senior
Credit Officer -- and lead analyst for Altice France and Altice
International.

"We have affirmed the existing ratings reflecting the companies'
improved operating performance in 2019 and stronger liquidity
supported by the refinancing exercises implemented in 2019 and
2020, which have pushed debt maturities to 2025 and beyond," says
Mr. Bisagno.

"However, the negative outlook on the ratings continues to reflect
the companies' high underlying leverage relative to its thresholds
for the B2 category and their marginal to negative free cash
generation, with only a short track record of stabilisation in
operating performance," added Mr. Bisagno.

RATINGS RATIONALE

In the first quarter of 2020, Altice refinanced the EUR4.9 billion
equivalent outstanding senior notes at Altice Luxembourg through
new senior notes issued by Ypso Finance, a borrowing entity fully
owned by Altice France. On March 26, 2020, these notes were
exchanged for an equal aggregate principal amount of senior notes
issued by Altice France Holding.

Its action follows the simplification of Altice's European credit
silos, with the removal of Altice Luxembourg's credit pool
following the debt repayment of the outstanding senior notes, with
only two credit pools left at Altice International and Altice
France. A new restricted group has been created at Altice France
Holding, the new top entity within the French credit pool, which
owns a 90.7% stake in Altice France. While the group will continue
providing financial statements at Altice France level, Moody's has
assigned the CFR to Altice France Holding understanding that there
is an ongoing obligation to provide reconciliation between the
financial position of Altice France and Altice France Holding.

Altice International and Altice France will remain two financially
independent credit silos, with no cross guarantees and no
cross-default mechanisms. However, the credit quality of the two
entities remains closely linked. This is because financing flows
between the entities are common. Altice Luxembourg has historically
used the leverage capacity at the operating level to help service
its debt. In addition, the group has a centralised financial policy
which focuses on targeted leverage at the telecom perimeter of
around 4.0x-4.5x, which includes bonds and loans for the two credit
pools.

The companies' operating performance has improved in the past 12
months owing to revenue stabilisation in France and Portugal
following (1) price increases in mobile, (2) an improved product
mix driven by migration from prepaid to postpaid and to offers that
combine mobile and internet services, and (3) the contribution from
the fees paid to Altice by fibre asset company SFR FTTH.

However, the companies' high underlying leverage and the very
competitive market conditions in which they operate, continue to
constrain Altice France Holding's and Altice International's credit
quality, with only a short track record of stabilisation in
operating performance.

2019 Moody's-adjusted leverage was 4.7x at Altice France and 6.2x
at Altice International, and around 5.9x for the telecom perimeter
as a whole, including the additional debt previously sitting at
Altice Luxembourg.

Over the next 12-18 months, there is potential for additional
low-single digit EBITDA improvement, driven by ARPU stabilisation
and lower churn in key markets, together with contribution from the
construction and maintenance fees paid by SFR FTTH. Earnings will
also benefit from additional cost savings as the company completed
its restructuring programme in 2018. The company expects revenue
trends to improve in 2020 driven by accelerated residential revenue
growth in its key geographies. However, Moody's expects the effect
of the economic recession caused by the coronavirus outbreak to
weigh on revenue and growth trends.

The rating agency anticipates free cash flow to improve but remain
modest in 2020 at around 0%-2% of total debt at Altice France,
supported by (1) improving operating performance; (2) interest
savings from ongoing refinancing transactions; and (3) a modest
decline in capital intensity. Moody's also expects free cash flow
to remain marginally negative or neutral at best at Altice
International.

Following the push down of Altice Luxembourg's debt into the Altice
France credit silo, Moody's adjusted leverage at Altice France
Holding will increase towards 5.5x in 2020 from 4.7x at December
2019. Moody's expects 2020 leverage at Altice International to be
higher, at around 6.3x, although there is potential for
deleveraging at Altice International depending on the use of the
EUR1.8 billion proceeds from recent disposals mainly including the
sale of a 49.99% stake in Altice Portugal FTTH.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's has factored into its analysis of Altice France Holding and
Altice International the following environmental, social and
governance considerations. The rating agency acknowledges the
companies' renewed focus on operational management, but believes
that its management team remains stretched, given the complexity of
the group and the competitive nature of its key markets.

As telecom companies, the social considerations reflect their
reliance on highly interconnected technology and confidential
information for business operations, leaving them exposed to data
security risk.

Moody's also regards the coronavirus outbreak as a social risk
under the ESG framework, given the substantial implications for
public health and safety. However, Moody's expects a modest impact
on credit metrics given that the telecom industry is resilient and
is not directly exposed to the outbreak in the way that some other
sectors such as airlines or lodging are.

Environmental risks for the sector are mainly associated with
electromagnetic radiation (for example, from mobile antennas or
mobile handsets), which has been claimed to be potentially harmful
to the environment and health.

LIQUIDITY

Liquidity across the two credit pools is adequate with no major
debt maturities until 2025.

Following the debt refinancing exercises of 2019 and 2020, Altice
France Holding will have cash of EUR820 million, and EUR1,115
million committed undrawn revolving credit facilities at Altice
France maturing in 2023, and EUR186 million committed RCF at the
holding level, maturing in 2021. The RCF at Altice France is
subject to a springing (any drawing) net senior leverage covenant
of maximum 4.5x, with about 16% headroom post-transaction assuming
a pro-forma net senior leverage of 3.8x. The RCF at the holding
level is subject to a springing (any drawing) net leverage covenant
of maximum 5.5x, with about 14% headroom, based on pro forma net
leverage of 4.7x.

Including proceeds from asset disposals, cash of Altice
International will be around EUR1.8 billion plus EUR581 million of
fully undrawn committed evolving credit facilities (of which EUR52
million mature in 2020). The RCF is subject to a springing (any
drawing) net leverage covenant of 5.25x; pro-forma for the EUR1.7
billion proceeds from asset disposals, headroom under covenant is
almost 25%.

STRUCTURAL CONSIDERATIONS

The Caa1 rating of Altice France Holding's senior notes reflects
the structural subordination of these holding company notes to bond
and bank senior debt at Altice France, which are rated B2, in line
with the CFR.

The Caa1 rating of Altice International's senior notes, issued at
its borrowing vehicle Altice Finco, reflect their unsecured
position relative to the B2-rated instruments in the capital
structure.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook on the ratings of Altice France Holding and
Altice International reflects (1) their high leverage, with 2020
Moody's-adjusted leverage, of around 5.6x and 6.3x, respectively;
(2) the very competitive market conditions, with only a short track
record of stabilisation in operating performance; (3) the complex
financial structure of the group, which has disposed of partial
stakes in strategic assets such as towers or fiber networks; and
(4) marginal to negative free cash flow generation.

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

Upward pressure on the ratings is limited in the short term, but
may develop over time if Altice France Holding and Altice
International maintain strong liquidity profiles, with no
refinancing risks, and demonstrate sustained improvement in
underlying revenue and key performance indicators (KPIs, for
example, churn and ARPU), with growing EBITDA in main markets,
leading to an improvement in credit metrics, such as: (1)
Moody's-adjusted leverage maintained below 5.0x; and (2) a
significant improvement in FCF on a consistent basis.

Downward pressure on the ratings may develop if the companies'
underlying operating performance weakens, with a sustained decline
in revenue and deteriorating KPIs (including churn and ARPU) in
France and Portugal leading to a deterioration in the group's
credit fundamentals, such as: (1) Moody's-adjusted leverage
maintained consistently above 5.5x; or (2) a significant
deterioration in FCF. In addition, material debt-financed
acquisitions or signs of deterioration in their liquidity profiles
can cause downward pressure on the ratings.

LIST OF AFFECTED RATINGS

Issuer: Altice France Holding S.A.

Assignments:

Probability of Default Rating, Assigned B2-PD

Corporate Family Rating, Assigned B2

Senior Unsecured Regular Bond/Debenture, Assigned Caa1

Outlook Action:

Outlook, Assigned Negative

Issuer: Altice Financing S.A.

Affirmations:

Senior Secured Bank Credit Facility, Affirmed B2

Backed Senior Secured Regular Bond/Debenture, Affirmed B2

Outlook Action:

Outlook, Remains Negative

Issuer: Altice Finco S.A.

Affirmation:

Backed Senior Unsecured Regular Bond/Debenture, Affirmed Caa1

Outlook Action:

Outlook, Remains Negative

Issuer: Altice France S.A.

Affirmations:

Senior Secured Bank Credit Facility, Affirmed B2

Senior Secured Regular Bond/Debenture, Affirmed B2

Backed Senior Secured Regular Bond/Debenture, Affirmed B2

Withdrawals:

Probability of Default Rating, Withdrawn, previously rated B2-PD

Corporate Family Rating, Withdrawn, previously rated B2

Outlook Action:

Outlook, Remains Negative

Issuer: Altice International S.a.r.l.

Affirmations:

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Outlook Action:

Outlook, Remains Negative

Issuer: Altice Luxembourg S.A.

Withdrawals:

Probability of Default Rating, Withdrawn, previously rated B2-PD

Corporate Family Rating, Withdrawn, previously rated B2

Outlook Action:

Outlook, Changed To Rating Withdrawn From Negative

Issuer: Ypso Finance Bis S.A.

Withdrawal:

Backed Senior Unsecured Regular Bond/Debenture, Withdrawn,
previously rated Caa1

Outlook Action:

Outlook, Changed To Rating Withdrawn From Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

COMPANY PROFILE

Altice France is a leading telecom operator in France. The company
reports its results under three segments: business to consumer
(B2C; 63% of revenue), business to business (B2B; 33%) and media
(4%). Altice France reported revenue and adjusted EBITDA (as
defined by the company and pro forma for the group reorganisation)
of EUR10.8 billion and EUR4.2 billion, respectively.

Altice International is a multinational fibre, telecommunications,
content and media company, with a presence in three key markets:
the Dominican Republic, Israel and Portugal. The company also
operates globally through Teads, a media platform. Altice
International reported revenue and adjusted EBITDA of EUR4.4
billion and EUR1.4 billion, respectively.

ELIOR GROUP: Moody's Cuts CFR to Ba3 & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service has downgraded French contract caterer
Elior Group S.A.'s corporate family rating to Ba3 from Ba2 and
probability of default rating to Ba3-PD from Ba2-PD. The outlook
was changed to negative from stable.

"The rating action reflects the protracted impact of the
coronavirus outbreak on the company's main end markets notably
business and industry, and education despite some easing of
confinement measures in the company's core geographies", says Eric
Kang, a Moody's Vice President - Senior Analyst and lead analyst
for Elior. "While Moody's expects the education end-market to
swiftly recover in fiscal 2021, there is a risk that a slower
recovery in the business and industry end-market will hinder an
improvement of credit metrics to levels commensurate with a Ba3
rating", adds Mr Kang.

RATINGS RATIONALE

Moody's expects the company's credit metrics will deteriorate
significantly in 2020 due to the impact that the coronavirus will
have on Elior's earnings and cash flow but improve materially in
fiscal 2021, including a reduction of Moody's-adjusted debt/EBITDA
towards 5.0x. But there is execution risk related to the ability of
the company to timely adjust its cost structure -- notably
personnel costs -- in light of a potential slower recovery in the
business and industry end-market. The Moody's-adjusted debt/EBITDA
was 3.6x in fiscal 2019.

While confinement measures across the company's core geographies
are being gradually lifted, Moody's anticipates the pace of
recovery to be relatively slow because governments will likely
encourage office employees to work remotely for as long as
possible. The coronavirus outbreak -- which Moody's Moody's
regardss as a social risk under its ESG framework given the
substantial implications for public health and safety -- could also
result in societal changes, notably more frequent remote working,
which would prevent footfall from recovering to pre-crisis levels.
Conversely, Moody's expects activity levels in the education and
healthcare end-markets to normalize rapidly in fiscal 2021. The
healthcare end-market has been the most resilient to date, although
it has been temporarily impacted in Europe by the postponement of
non-urgent surgeries until after the pandemic. Elior's support
services operations could also benefit from additional level of
activity following the end of the lockdown period due to the likely
need for more thorough cleaning services and hygienic conditions,
although it is difficult to forecast to which extent at this
stage.

Moody's views Elior's liquidity as adequate. As of March 2020, the
company had cash balances of EUR779 million. The two revolving
credit facilities of EUR450 million and $250 million respectively
were both fully drawn. Moody's views the utilisation of the EUR360
million securitization programme as restricted to some extent in
the next few months due to the lower level of activity. As of March
31, 2020, the receivable securitisation programme was utilized by
EUR341 million, of which EUR235 million on an off-balance sheet
basis. Apart from the receivable securitisation programme which
expires in July 2021, the next material debt maturities are the
RCFs and the term loan in May 2023.

The company also needs to comply with a net leverage maintenance
covenant set at 4.5x at half year-end, which reduces to 4.0x at
fiscal year-end to reflect the company's cash flow seasonality. The
net leverage as defined by the debt indenture was 2.5x as of March
2020, but is likely to increase in the coming quarters because of
the lower EBITDA. Moody's understands that the company is in
negotiation with its lender banks Moody's regardsing a covenant
holiday waiver for September 2020 and March 2021.

RATING OUTLOOK

The negative outlook reflects the risk that a slower recovery in
the business and industry end-market will hinder an improvement to
credit metrics commensurate with a Ba3 CFR as outlined below.

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

The rating could be downgraded if operating performance does not
materially recover over the next 12-18 months leading to (1)
Moody's-adjusted debt/EBITDA sustainably remaining well above 5.0x,
(2) sustained weak Moody's-adjusted free cash flow, or (3) weaker
liquidity.

The rating could be upgraded over time if a visible improvement in
operating performance sustainably leads to (1) Moody's-adjusted
EBITA margin of above 3.5% (same as pre-crisis level), (2)
Moody's-adjusted debt/EBITDA decreasing below 4.0x, and (3) solid
liquidity including Moody's-adjusted free cash flow/debt of around
3%-5%. An upgrade would also require the company to demonstrate a
conservative financial policy with Moody's regardss to leverage,
shareholder remuneration, and debt-financed acquisitions.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in France, Elior is a global player in contract
catering and support services. In the fiscal year ended September
2019, the company generated revenues of EUR4.9 billion.




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G E R M A N Y
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TAKKO FASHION: Moody's Cuts Corp. Family Rating to Caa3
-------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of German apparel retailer Takko Fashion S.a.r.l. to Caa3
from B3, and its probability of default rating to Ca-PD from B3-PD.
Moody's has also downgraded to Caa3 from B3 the rating on the
EUR510 million senior secured notes due in November 2023 issued by
Takko Luxembourg 2 S.C.A., a wholly owned subsidiary of Takko. The
outlook is negative on both entities.

This concludes the review for downgrade that was initiated on March
26, 2020.

Moody's has downgraded Takko's ratings following the company's
decision to suspend the interest payment on the notes that was due
on 15 May 2020. If the company does not pay the coupon before the
end of the 30-day grace period, Moody's will consider this as a
default. In this event, Moody's expects to assign a "/LD" to the
PDR at that time.

RATINGS RATIONALE

The downgrade of Takko's CFR to Caa3 reflects the company's failure
to make the semi-annual interest payment on its EUR285 million
fixed rates notes and the quarterly interest payment on its EUR225
million floating rates notes, both due on 15 May 2020.

The PDR of Ca-PD signals that a default is highly likely at the end
of the 30-day grace period. Even if the coupons are ultimately paid
within the grace period, Moody's believes that the risk of a debt
restructuring is very high given the company's very weak earnings
and cash flow outlook in the context of the coronavirus outbreak.

The announcement by Takko follows the disruptions caused by the
spread of the coronavirus outbreak in most of the European markets
where the company operates, which led to store closures, social
distancing measures and weak consumer sentiment. Takko's credit
profile is particularly vulnerable to these unprecedented operating
conditions, because of its high fixed cost structure, it's very
limited online capabilities and exposure to store-based
discretionary spending.

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

STRUCTURAL CONSIDERATIONS

The Caa3 rating on the senior secured notes reflects Moody's view
on the recovery on the notes given the increased likelihood of a
debt restructuring.

Takko's EUR510 million senior secured notes rank behind the EUR71.5
million super senior revolving credit facility. Moody's also
considers that trade payables would rank alongside the RCF, given
the support available to qualifying trade payables via the EUR185
million Letter of Credit facility.

Under the terms of the intercreditor agreement, the RCF and LC
facility rank ahead of the senior secured notes in an enforcement
payment waterfall, despite sharing the same guarantors and
first-priority security package.

The capital structure also includes several shareholder loans, in
the form of preferred equity certificates, totaling EUR704 million
as of the end of October 2019, which have a contractual maturity of
29 years from issuance with optional redemption clauses. These
shareholder loans, lent by Salsa Retail Holding MidCo S.a r.l. in
favour of Takko Fashion S.a r.l., which is the top entity of the
restricted banking group, are treated as equity by Moody's.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook on the ratings reflects Moody's expectations
of weak earnings and cash flows against the backdrop of difficult
trading conditions owing to continued social distancing measures in
the company's main markets compounded by uncertainties surrounding
the final recoveries for bondholders in the event of a default.

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

Moody's would consider assigning a "/LD" to the PDR if Takko does
not pay the bond coupon on or before the 30-day grace period i.e.
June 15, 2020.

Moody's would consider a downgrade of the current ratings if
recoveries are lower than those assumed in the Caa3 CFR and Caa3
bond ratings.

In view of its action and the negative rating outlook, Moody's does
not currently anticipate upward rating pressure in the near term.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Founded in 1982, Takko Fashion S.a.r.l. is a German discount
fashion retailer, offering a range of own-label apparel products
and accessories for women, men and children. Takko operates a
portfolio of 1,956 retail stores, principally in out-of-town
locations. For the 12 months ended October 31, 2019, Takko reported
net sales of around EUR1.1 billion and company-adjusted EBITDA of
EUR155.2 million, of which 62% and 69% came from Germany,
respectively. The company also has a presence in 16 other European
countries, including Austria, the Netherlands, the Czech Republic,
Hungary, Romania, Poland, Slovakia and Italy.




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FAIR OAKS II: Fitch Gives 'BB-(EXP)sf' Rating on Class E Notes
--------------------------------------------------------------
Fitch Ratings has assigned Fair Oaks Loan Funding II Designated
Activity Company expected ratings.

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

Fair Oaks Loan Funding II DAC      

  - Class A; LT AAA(EXP)sf Expected Rating   

  - Class B-1; LT AA(EXP)sf Expected Rating   

  - Class B-2; LT AA(EXP)sf Expected Rating   

  - Class C; LT A(EXP)sf Expected Rating   

  - Class D; LT BBB-(EXP)sf Expected Rating   

  - Class E; LT BB-(EXP)sf Expected Rating   

  - Class M; LT NR(EXP)sf Expected Rating   

  - Subordinated notes; LT NR(EXP)sf Expected Rating   

  - Class X; LT AAA(EXP)sf Expected Rating   

  - Class Z; LT NR(EXP)sf Expected Rating   

TRANSACTION SUMMARY

Fair Oaks Loan Funding II Designated Activity Company is a
securitisation of mainly senior secured obligations (at least 90%)
with a component of corporate rescue loans, senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Net proceeds
from the expected note issuance will be used to fund a portfolio
with a target par of EUR250 million. The portfolio is managed by
Fair Oaks Capital Limited. The collateralised loan obligation
envisages a one-year reinvestment period and a 6.5-year weighted
average life.

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality: Fitch places the average credit
quality of obligors in the 'B'/'B-' range. The Fitch
weighted-average rating factor of the identified portfolio is
34.1.

High Recovery Expectations: At least 90% of the portfolio comprises
senior secured obligations. Recovery prospects for these assets are
typically more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch weighted-average recovery rating of the
identified portfolio is 67.2%.

Diversified Asset Portfolio: The covenanted maximum exposure of the
10-largest obligors for assigning the expected ratings is 23% of
the portfolio balance. The transaction also includes limits on
maximum industry exposure based on Fitch's industry definitions.
The maximum exposure to the three-largest (Fitch-defined)
industries in the portfolio is covenanted at 40%. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

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

Cash-flow 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.

Class E Delayed Issuance: In this transaction, at closing, the
class E notes will be issued with a pool factor (outstanding
principal out of the original balance) of zero and subscribed by
the issuer for a zero net cash price. The class E note will be
deemed not outstanding unless for the purpose of the calculation of
the class E par value ratio and class E par value test during the
whole life of the deal. The tranche can be sold at the option of
the subordinated noteholders at any time during the reinvestment
period only. Once sold the tranche will then be deemed to have a
100% pool factor and will pay a maximum spread of 7.5%. In Fitch's
view, the sale of the tranche would reduce available excess spread
to cure the junior over-collateralisation test by the class E
interest amount and as such Fitch has modelled the deal assuming
the tranche is issued on the issue date to reflect the maximum
stress the transaction could withstand if that were to occur.

RATING SENSITIVITIES

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

  - A 25% default multiplier applied to the portfolio's mean
default rate, and with this subtracted from all rating default
levels, and a 25% increase of the recovery rate at all rating
recovery levels, would lead to an upgrade of up to three notches
for the rated notes, except for the class A notes as their ratings
are at the highest level on Fitch's scale and cannot be upgraded.

The transaction features a reinvestment period and the portfolio is
actively managed. At closing, Fitch uses a standardised stress
portfolio (Fitch's Stressed Portfolio) that 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 smaller losses (at all rating levels) than Fitch's
Stressed Portfolio assumed at closing, an upgrade of the notes
during the reinvestment period is unlikely, as the portfolio credit
quality may still deteriorate, not only through natural credit
migration, but also through reinvestments.

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

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

A 125% default multiplier applied to the portfolio's mean default
rate, and with the increase added to all rating default levels, and
a 25% decrease of the recovery rate at all rating recovery levels,
would lead to a downgrade of up to six notches for the rated
notes.

Downgrades may occur if the build-up of CE following amortisation
does not compensate for larger 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
COVID-19 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 its 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 resilience of the
assigned ratings, with substantial cushion across rating
scenarios.

In addition to the baseline scenario, Fitch has defined a downside
scenario for the current crisis, where by all ratings in the 'Bsf'
category would be downgraded by one notch and recoveries would be
lower by a haircut factor of 15%. This scenario results in a
downgrade for the rated notes of up to five notches.

BEST/WORST CASE RATING SCENARIO

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

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

Most 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.

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


OAK HILL III: Fitch Maintains BB Rating on E-R Debt on Watch Neg.
-----------------------------------------------------------------
Fitch Ratings has maintained two tranches of Oak Hill European
Credit Partners III Designated Activity Company on Rating Watch
Negative and affirmed the others.

Oak Hill European Credit Partners III DAC

  - Class A-1-R XS1642509548; LT AAAsf; Affirmed

  - Class A-2-R XS1642510470; LT AAAsf; Affirmed

  - Class B-1-R XS1642511528; LT AAsf; Affirmed

  - Class B-2-R XS1642511791; LT AAsf; Affirmed

  - Class B-3-R XS1642512252; LT AAsf; Affirmed

  - Class C-R XS1642512682; LT Asf; Affirmed

  - Class D-R XS1642513656 LT BBBsf; Affirmed

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

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

TRANSACTION SUMMARY

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

KEY RATING DRIVERS

Portfolio Performance Deteriorates

The RWN on two tranches reflects deterioration in the portfolio as
a result of negative rating migration of the underlying assets in
light of the coronavirus pandemic. The transaction is slightly
below par value.

The Fitch-weighted average rating factor test and weighted average
spread test have been breached under Fitch's calculation, based on
ratings as of May 9, 2020. The WARF of the portfolio increased to
35.47 as of May 9, 2020, from a reported 33.82 as of April 6, 2020.
The 'CCC' category or below assets (including unrated assets at
1.86%) represented 9.73% as of May 9, 2020, over the 7.5% limit.
Assets with a Fitch-derived rating on Negative Outlook represent
10.54% of the portfolio balance. Defaulted assets represent 0.25%
of the portfolio.

Coronavirus Baseline Scenario Impact

Fitch carried out a sensitivity analysis on the current portfolio
to envisage the coronavirus baseline scenario. The agency has
downgraded the ratings for all assets with corporate issuers on
Negative Outlook regardless of sector. This scenario shows
significant shortfalls for the class E and F notes under their
ratings, which are on RWN.

'B'/'B-' Portfolio Credit Quality

Fitch assesses the average credit quality of obligors in the
'B'/'B-' category.

High Recovery Expectations

96.89% 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-weighted average recovery rate of the current portfolio under
Fitch's calculation is 65.40%.

Portfolio Composition

The portfolio is relatively well-diversified across obligors,
countries and industries. The top-10 obligors' exposure is 16.23%
and no obligor represents more than 2.16% of the portfolio balance.
The largest industry is business services at 17.09% of the
portfolio balance, followed by healthcare at 11.58% and industrial
and manufacturing at 8.27%. These are below the portfolio profile
test limits for the largest Fitch-defined industry at 17.5% and at
40% for the three-largest Fitch-defined industries.

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 scenarios and the
front-, mid- and back-loaded default timing scenario as outlined in
Fitch's criteria. In addition, Fitch also tested 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.

The model-implied ratings for the class E and F notes are one notch
below the current ratings. Fitch has decided to deviate from the
model-implied ratings on the class E and F notes as they were
driven in both cases by the back-loaded default timing scenario,
which Fitch considersed unlikely.

Fitch has maintained both classes of notes on RWN as they continue
to show shortfalls under the current ratings and under the COVID-19
baseline scenario.

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:

At closing, Fitch used a standardised stress portfolio (Fitch's
stress portfolio) that 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
smaller losses (at all rating levels) than the Fitch stress
portfolio assumed at closing, an upgrade of the notes during the
reinvestment period is unlikely, given the portfolio credit quality
may still deteriorate, not only by natural credit migration, but
also by reinvestments. After the end of the reinvestment period,
upgrades may occur in case of a better-than-expected portfolio
credit quality and deal performance, leading to higher 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 greater loss expectation
than initially assumed due to unexpected high levels 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 view of its Leveraged Finance team.

Coronavirus Baseline Scenario Impact

Fitch carried out a sensitivity analysis on the current portfolio
to envisage the coronavirus baseline scenario. The agency has
downgraded the ratings for all assets with corporate issuers on
Negative Outlook regardless of sector. This scenario shows
significant shortfalls for the class E and F notes under their
ratings, which are on RWN.

In addition to the base scenario Fitch has defined a downside
scenario for the current crisis, where by all ratings in the 'B'
category would be downgraded by one notch and recoveries would be
lower by a haircut factor of 15%. For typical European CLOs, this
scenario results in a category rating change for all ratings.

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

Most 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.

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.


PENTA CLO 4: Fitch Maintains BBsf on Class E Notes on Watch Neg.
----------------------------------------------------------------
Fitch Ratings has maintained Penta CLO 4 Designated Activity
Company class E and F notes on Rating Watch Negative and affirmed
the other classes.

Penta CLO 4 DAC      

  - Class A XS1814398829; LT AAAsf; Affirmed

  - Class B-1 XS1814399637; LT AAsf; Affirmed

  - Class B-2 XS1814400237; LT AAsf; Affirmed

  - Class C XS1814400823; LT Asf; Affirmed

  - Class D XS1814401631; LT BBBsf; Affirmed

  - Class E XS1814402100; LT BBsf; Rating Watch Maintained

  - Class F XS1814402365; LT B-sf; Rating Watch Maintained

  - Class X XS1814402795; LT AAAsf; Affirmed

TRANSACTION SUMMARY

The transaction is a cash-flow CLO mostly comprising senior secured
obligations. The transaction is still in its reinvestment period,
which is scheduled to end in June 2022, and is actively managed by
the collateral manager Partners Group (UK) Management Ltd.

KEY RATING DRIVERS

Portfolio Performance Deterioriation

The RWN on the class E and F notes reflects the deterioration of
the portfolio's performance as a result of negative rating
migration of the underlying assets in light of the COVID-19
pandemic. The transaction is currently slightly below par value
(-0.24%). The Fitch weighted average rating factor test was
reported at 34.3 in its April 30, 2020 trustee report against a
maximum of 35. Fitch's updated calculation as of May 11, 2020 shows
an increase to 36.1 (assuming the 3.1% of unrated names as 'CCC').
However, the agency notes that given the headroom under its
weighted-average spread covenant (currently of 3.63% against 3.4%
minimum) and weighted average recovery rate covenant (calculated by
Fitch at 65.2% against a minimum of 62.7%) it would still comply
with its collateral quality tests by electing a different matrix
point.

The 'CCC' category or below assets represented 7.4% (or 10.5% if
including unrated names, which the agency conservatively assumes as
'CCC' while the manager may classify as 'B-' for up to 10% of the
portfolio) as of May 11, 2020, compared with its 7.5% limit. Assets
with a Fitch-derived rating on Negative Outlook represent 21.1% of
the portfolio balance. There are no defaulted assets. All other
tests, including the overcollateralisation and interest coverage
tests, were reported as passing.

'B'/'B-' Category Portfolio Credit Quality

Fitch assesses the average credit quality of obligors to be in the
'B'/'B-' category. The Fitch WARF of the current portfolio is
36.1.

High Recovery Expectations

98.6% 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. Fitch's WARR
of the current portfolio under Fitch's calculation is 65.2%.

Portfolio Composition

The portfolio is well diversified across obligors, countries and
industries. The top 10 obligor's exposure is 12.5% and no obligor
represent more than 1.5% of the portfolio balance. The largest
Fitch industry as calculated by Fitch is business services at
21.2%, followed by healthcare at 15.6% and computer and electronics
at 8.5%. These are above the portfolio profile test limits for the
largest Fitch-defined industry at 17.5% and at 40% for the three
largest Fitch-defined industries.

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 scenarios 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 analysis for the portfolio
with a coronavirus sensitivity analysis was only based on the
stable interest-rate scenario including all default timing
scenarios.

The model-implied rating for the class E notes is one notch below
the current rating. Fitch has decided to deviate from the
model-implied rating on the class E notes as it was driven by the
back-loaded default timing scenario, which Fitch considersed
unlikely.

The class E and F notes have been maintained on RWN as they show
shortfalls under the COVID-19 baseline 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 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 used a standardised stress portfolio (Fitch's
stress portfolio) that 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
smaller losses (at all rating levels) than the Fitch's stress
portfolio assumed at closing, an upgrade of the notes during the
reinvestment period is unlikely, given the portfolio credit quality
may still deteriorate, not only by natural credit migration, but
also by reinvestments. After the end of the reinvestment period,
upgrades may occur in case of a better-than-expected portfolio
credit quality and deal performance, leading to higher credit
enhancement (CE) 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
greater loss expectation than initially assumed due to unexpected
high levels 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 view of its Leveraged
Finance team.

Coronavirus Baseline Scenario Impact

Fitch carried out a sensitivity analysis on the current portfolio
to envisage the coronavirus baseline scenario. The agency has
downgraded the ratings for all assets with corporate issuers on
Negative Outlook regardless of sector. This scenario shows large
shortfalls for the class E and F notes under their current
respective ratings, which are on RWN.

Coronavirus Downside Scenario Impact

In addition to the baseline scenario, Fitch has defined a downside
scenario for the current crisis, whereby all ratings in the 'B'
rating category would be downgraded by one notch and recoveries
would be lowered by a haircut factor of 15%. For typical European
CLOs this scenario results in a category rating change for all
ratings.

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

Most 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.


TORO EUROPEAN 4: Fitch Cuts Class E-R Debt Rating to 'BB-sf'
------------------------------------------------------------
Fitch Ratings has downgraded the rating of one tranche, and
affirmed that of another, both on Rating Watch Negative, and
affirmed all other ratings for Toro European CLO 4 Designated
Activity Company.

Toro European CLO 4 DAC

  - Class A-R XS1639912762; LT AAAsf; Affirmed

  - Class B-1-R 89109MAH7; LT AAsf; Affirmed

  - Class B-2-R 89109MAM6; LT AAsf; Affirmed

  - Class B-3-R US89109MAP95; LT AAsf; Affirmed

  - Class C-R US89109MAS35; LT Asf; Affirmed

  - Class D-R US89109MAV63; LT BBBsf; Affirmed

  - Class E-R XS1639910808; LT BB-sf; Downgrade

  - Class F-R US89109MAZ77; LT B-sf; Rating Watch Maintained

TRANSACTION SUMMARY

Toro European CLO 4 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. In addition, as per the trustee report dated April 1,
2020, the aggregate collateral balance is below par by 55bps. The
trustee-reported Fitch weighted average rating factor of 34.06 is
in breach of its test, and, furthermore, the Fitch-calculated WARF
of the portfolio increased to 35.72 on May 11, 2020.

'B'/'B-' Category Portfolio Credit Quality: Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch-calculated 'CCC' and below category assets (including
non-rated assets) represented 7.9% of the portfolio on May 11,
2020, which was over the 7.5% limit.

High Recovery Expectations: 96.3% 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. Fitch's weighted average recovery rate of the
current portfolio is 63.7%.

Portfolio Composition: The portfolio is well diversified across
obligors, countries and industries. Exposure to the top 10 obligors
is 13.4% and no obligor represents more than 2% of the portfolio
balance. The largest industry is chemicals at 14.4% of the
portfolio balance, followed by business services at 13.4% and
healthcare at 10.4%.

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
scenarios, as outlined in Fitch's criteria.

Fitch also tested 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.

Deviation from Model-Implied Rating: The model-implied rating for
class E is two notches below and for class F one notch below the
current ratings. The committee deviated from the model-implied
ratings on both classes as these were driven 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. Both notes were put on Rating
Watch Negative again as there are shortfalls even at the updated
rating and in the coronavirus sensitivity scenario.

Cash Flow Analysis: 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 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
better-than-expected portfolio credit quality and deal performance,
leading to higher credit enhancement to the notes and more 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 an unexpectedly high
level of default and portfolio deterioration. As the disruptions to
supply and demand due to the coronavirus 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. It 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.

In addition to the base scenario, Fitch has defined a downside
scenario for the current coronavirus crisis, whereby all ratings in
the 'B' category would be downgraded by one notch and recoveries
would be lowered by 15%. For typical European CLOs this scenario
results in a category rating change for all ratings.

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.

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.




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

INTESA SANPAOLO: Fitch Cuts LT IDR to BB+ on Parent Downgrade
-------------------------------------------------------------
Fitch Ratings has downgraded Banka Intesa Sanpaolo d.d.'s Long-Term
Issuer Default Ratings to 'BB+' from 'BBB-'. The Outlook is Stable.
At the same time the bank's Short-Term IDR has been downgraded to
'B' from 'F3' and its Support Rating to '3' from '2'. The Viability
Rating is unaffected.

The downgrades follow the downgrade of Intesa Sanpaolo S.p.A. (ISP,
BBB-/Stable/bbb-). This reflects ISP's reduced ability to provide
extraordinary support to the subsidiary.

KEY RATING DRIVERS

IDRS AND SR

ISP Slovenia's IDRs and SRs are driven by its view of moderate
probability of support from ISP, in case of need. This reflects its
view of the bank's strategic importance to ISP, its strong
synergies and high level of management and operational integration
with the parent. In its assessment of support propensity, Fitch
also considers the potential high reputational risk to ISP in case
of the subsidiary bank's default. While ISP's ability to support is
weaker (as reflected in the downgrade of its ratings), Fitch
believes any required support would be immaterial relative to its
ability to provide it. The Stable Outlook reflects that on the
parent.

RATING SENSITIVITIES

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

A downgrade of ISP Slovenia's IDR would require both a downgrade of
its VR and a downgrade of its parent's Long-Term IDR or its view
that the parent's propensity to support the bank has weakened (not
its base case).

The bank's SR is sensitive to a multi-notch downgrade of ISP's
Long-Term IDR.

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

ISP Slovenia's IDRs and SR could be upgraded if ISP was upgraded

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

ISP Slovenia's Long-Term IDR and SR are linked to the IDR of its
ultimate parent ISP.

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).


MOBY SPA: Moody's Withdraws C CFR on Insufficient Information
-------------------------------------------------------------
Moody's Investors Service has withdrawn its ratings on of Italian
ferry operator Moby S.p.A, including C corporate family rating,
C-PD/LD probability of default rating and the Ca instrument rating
on the EUR300 million senior secured notes due 2023, as well as the
negative outlook.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings because it believes it
has insufficient or otherwise inadequate information to support the
maintenance of the ratings.

COMPANY PROFILE

Domiciled in Milan, Italy, Moby S.p.A. is a maritime transportation
operator focusing primarily on passengers and freight
transportation services in the Tyrrhenian Sea, mainly between
continental Italy and Sardinia. Through Moby and its main
subsidiary Tirrenia-CIN, the company operates a fleet of 64 ships,
of which 47 are ferries and 17 tugboats. In 2018, the company
recorded revenues of EUR584 million and EBITDA of EUR47.5 million.




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L U X E M B O U R G
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PARTICLE LUXEMBOURG: Fitch Affirms B+ on 1st Lien Loan Amid Upsize
------------------------------------------------------------------
Fitch Ratings has affirmed Particle Luxembourg S.A R.L.'s (WebPros,
B/Stable) first-lien senior secured term loan at 'B+' following the
USD10 million upsizing of the facility to USD540 million. The term
loan is issued by Particle Investments S.a r.l. and Particle US
LLC, both of which are debt issuing subsidiaries of WebPros.

The affirmation of the senior secured term-loan rating reflects the
limited impact of the enlarged debt on WebPros's leverage profile,
combined with Fitch's continued expectation for good recovery
prospects for the instrument. The proceeds from the upsizing are
for providing additional liquidity cushion.

KEY RATING DRIVERS

High Leverage: Fitch expects WebPros' funds from operations gross
leverage to be at 8.0x at end-2020 and to go below 7.5x in 2022.
Deleveraging is expected to be driven by EBITDA growth on organic
revenue expansion and sustainable margins. Fitch expects WebPros to
generate strong pre-dividend free cash flow of around USD30
million-USD50 million per year in 2020-2023. Given the current low
interest-rate environment and strong pre-dividend FCF generation
WebPros is able to sustain high debt levels without pressure on
operating performance and growth. Hence Fitch expects that a major
part of FCF will be paid out as dividends as the sponsors seek to
optimise return on equity.

Market Leadership: WebPros is a leader in web-hosting control panel
software for individuals and the small-to-medium-sized business
segment with its flagship products cPanel and Plesk, both favoured
by the majority of web professionals involved in website and
hosting administration. Both products have been on the market for
more than 15 years and are recommended as industry standards,
reflecting strong brand recognition and large user communities.
Before the acquisition by WebPros in 2017 and 2018, respectively,
Plesk and cPanel were the main two competitors on WHCP market with
other products (primarily software developed by hosting companies
in-house) being far behind.

Strong Demand Fundamentals: WHCP is an essential part of the
web-hosting ecosystem and the choice of web-hosting service
providers is often determined by having either cPanel or Plesk
included as a part of the overall service package. WebPros' WHCPs
can be used on all web-hosting infrastructure. Fitch believes that
the substitution risk for these two products is low and therefore
expect stable volume growth in line with the market.

Favourable Competitive Environment: WebPros' products enjoy modest
competition with most competing software for the SMB segment
provided by small companies that lack R&D budgets or are developed
in-house by hosting providers that are not portable. WebPros' large
developer teams can update their products swiftly in response to
hosting-software changes. Additionally, WebPros offers a high level
of customer support that smaller vendors often cannot afford to
have.

COVID-19 Impact Limited: Fitch expects the COVID-19 pandemic to
have a limited impact on the company's operations due to a
diversified customer base, a small share of licence price in the
overall hosting costs and increasing importance of online presence
during the current lockdown. Negative impact from the current
overall economic slowdown can be mitigated by WebPros' cost
flexibility.

DERIVATION SUMMARY

The ratings of WebPros are supported by its leading position in its
niche of web-hosting software for the SMB segment. The company has
a highly diversified customer base, established partner
relationships with web-hosting companies and its products have
strong reputations. These strengths are offset by its high leverage
and small scale, resulting in a 'B' rating.

WebPros' operating profile compares well with that of other
Fitch-rated software peers, in particular Gigamon Inc. (B/Stable),
Project Angel Intermediate Holdings, LLC (B/Stable) and Ellie Mae,
Inc (B+/Negative). Compared with these peers WebPros has higher
leverage. Another peer group would be cybersecurity firms such as
Barracuda Networks, Inc (B/Stable), Imperva Inc. (B-/Stable), Surf
Intermediate I Limited (B-/Stable), which enjoy high revenue growth
and strong margins.

WebPros is also broadly comparable with the other private and
publicly Fitch-rated peers in the wider technology sector. It has
slightly higher leverage but benefits from its strong market
leadership, global diversification and comfortable liquidity.

KEY ASSUMPTIONS

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

  - Revenue at USD162 million in 2020 followed by mid-single
    digit percentage revenue growth in 2021-2023;

  - EBITDA margin stable at 58.5% in 2020-2023 (pre-IFRS16);

  - Working capital outflow between USD3 million and USD6 million
    annually up to 2023;

  - Capex of about USD2 million annually for the next three years;
    and

  - No further M&A activity

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that WebPros would be reorganised as
a going-concern in bankruptcy rather than liquidated.

  - Fitch estimates that the post-restructuring EBITDA would be
around USD75 million. Fitch would expect a default to come from a
secular decline or a drop in revenue and EBITDA following
reputational damage, an unlikely emergence of a disruptive
technology or intensified competition. The USD75 million GC EBITDA
is 21% lower than Fitch-defined 2020 EBITDA forecast of USD95
million.

  - An enterprise value multiple of 6.0x is applied to the GC
EBITDA to calculate a post-reorganisation EV. The multiple is
higher than the median TMT EV multiple, but is in line with that of
other similar software companies that exhibit strong pre-dividend
FCF generation. Historical bankruptcy exits multiples for peer
companies range from 2.6x to 10.8x, with a median of 5.1x. However,
software companies demonstrated higher multiples (4.6x-10.8x). In
the current transaction, WebPros was valued at approximately 16x
pro-forma run-rate adjusted EBITDA. Fitch believes that the high
acquisition multiple also supports its recovery multiple
assumption.

  - 10% of administrative claims taken off the EV to account for
bankruptcy and associated costs and the revolving credit facility
of USD60 million, pari pasu with the USD540 million first-lien term
loan, is assumed to be fully drawn. This gives the senior secured
debt a recovery percentage of 67%, and a 'RR3' instrument rating.
Before the USD10 million upsizing the estimated recovery,
percentage was 69%.

RATING SENSITIVITIES

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

  - FFO gross leverage expected at below 6.0x on a sustained
basis;

  - FFO interest coverage sustainably above 2.0x; and

  - Continued strong market leadership and strong FCF generation.

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

  - FFO gross leverage expected at above 7.5x on a sustained
basis;

  - FFO interest coverage sustainably below 1.5x; and

  - A weakening market position as evidenced by slowing revenue
growth and/or increasing customers churn.

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).

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

Strong Liquidity: Following the acquisition completion, Fitch
expects liquidity to remain strong over the next four years,
supported by positive pre-dividend FCF generation, a prudent
approach to cash on the balance sheet and a USD60 million RCF.
First- and second-lien loans are due in seven and eight years,
respectively.



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

BOELS TOPHOLDING: S&P Assigns 'BB-' ICR, Outlook Negative
---------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issuer credit and
issue ratings to Boels Topholding B.V. (Boels) and its debt.

The effect of the COVID-19 pandemic on Boels' customer base will
pressure the company's financial results and credit quality, at
least for the rest of 2020.   In reaction to the spread of
COVID-19, European governments have locked down entire cities or
countries. Some equipment rental providers, especially those with a
high concentration in countries that have taken relatively tougher
measures to halt the spread of the virus, have experienced a sudden
drop in revenue and cash flows across their entire customer bases.
S&P said, "As a result, we expect that revenue from rental
equipment will be down--at least in the short term--until
governments start to ease measures. We consider that Boels exhibits
better geographic diversity than many of its peers, meaning it is
being relatively less affected by the measures that individual
countries take to halt the spread of the virus. It also exhibits
lower leverage, meaning it has a bit more rating headroom versus
peers (for now). We note that, in previous economic downturns,
Boels was able to react quickly to a sudden drop in demand by
rapidly reducing its cost base and significantly cutting capital
expenditure (capex). We think that Boels could reduce costs but we
still estimate profitability pressure due to the pandemic will
result in S&P Global Ratings-adjusted EBITDA of about 29% in 2020,
versus our previous expectation of 32%, with a spike in leverage of
up to 4.3x and slightly less than 20% FFO to debt. We then expect a
recovery of demand/volumes and leverage reduction. Once the
pandemic has abated and recovery is underway, we expect Boels'
profitability and credit metrics will recover, with leverage
trending back to comfortably less than 4x in fiscal 2021 (ending)
and FFO to debt of more than 25%. If the pandemic or
government-imposed lockdowns last longer than expected or the
recovery is not as fast as we envisage, rating pressure could
increase."

Boels' ability to rapidly reduce investments to preserve its
liquidity will be crucial in weathering the pandemic.   S&P said,
"We expect Boels will protect cash and cut costs as much as
possible during this period of subdued demand, including
furloughing staff and reducing logistics costs quickly as volumes
dry up. We expect that the company will cut its gross capex to
under EUR150 million for 2020--having previously guided EUR270-290
million of gross fleet expenditure to generate positive free
operating cash flow (FOCF). We also expect Boels to tighten its
working capital, like many other European issuers, to preserve
liquidity. As of the date of this report, Boels had about EUR217
million of cash on the balance sheet after drawing EUR190 million
of its EUR200 million revolving credit facility (RCF). We think
that Boels has enough liquidity to comfortably manage a shutdown of
three months or more, including debt interest." Moreover, the group
has no material debt maturities before 2026. Boels is subject to a
covenant included in the documentation for its EUR200 million RCF,
which stipulates a net leverage ratio of less than 6.5x.

Boels recently acquired Cramo through a sizable transaction that
resulted in a leverage spike.   However, S&P expects management to
prioritize integration and gradual deleveraging, in line with its
financial policy. To finance the acquisition of Cramo, Boels
issued:

-- A EUR1.61 billion term loan B (TLB); and
-- A EUR200 million RCF which ranks pari passu with the TLB.

The proceeds were used to refinance all outstanding debt issued by
Boels and Cramo before the transaction. S&P said, "Pro forma the
refinancing, we expect Boels' adjusted debt will be about EUR1.6
billion as of year-end 2020. This includes the proposed EUR1.61
billion TLB, adjusted by adding about EUR50 million of
operating-lease-related obligations and EUR10 million of pension
obligations. We then net about EUR110 million of unrestricted cash
from gross debt to arrive at our final adjusted debt figure of
about EUR1.6 billion. We do not expect the combined company to
issue additional debt over our 12-month rating horizon, or to make
any further debt-funded acquisitions until Cramo has been fully
integrated and adjusted leverage has reduced back to below 3.5x.
Therefore, we view the spike in adjusted leverage to slightly more
than 4x as a one-off to accommodate the acquisition and also due to
the short term impact of COVID-19, but expect management's focus
will be on integration and deleveraging, in line with a
conservative financial policy."

The acquisition of Cramo has contributed to the consolidation of
the European market and created a strong No. 2 player.  Boels has
effectively doubled its size and become the second-largest player
in the European industrial and construction equipment rental
market, behind Loxam at No. 1 (following its acquisition of
Ramirent) and ahead of Kiloutou at No. 3. Furthermore, Boels has
diversified and expanded its geographical coverage in the Nordics
while reinforcing its existing position in central Europe. S&P
said, "We forecast that the group will hold about 4% of the
European equipment rental market (amounting to about EUR26 billion)
with top-three positions in most of its core markets. However, this
is mitigated by the low market value in the Nordic countries,
compared with France. We note that Boels is now more geographically
diversified than its direct peers." For example, Loxam SAS
generates about 40% of its revenue in France and the rest across
Europe, although it is more than twice the size of Boels by revenue
and EBITDA. Kiloutou generates about 85% of its revenue from
France, although its diversification is increasing.

S&P applies a negative comparable ratings analysis of one notch to
arrive at the 'BB-' rating.   This indicates the unpredictability
associated with Boels' large, transformative acquisition that will
require full integration, given the profitability of Cramo is
historically below 30%. The modifier also reflects the relative
size, scale, scope, and market position of Boels versus direct
peers Loxam and Kiloutou, both of which we have a longer track
record with respect to management and governance, strategy, and
financial policy.

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."

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

-- Health and Safety

The negative outlook indicates that the spread of COVID-19 is
expected to affect Boels' sales, revenue, profitability, and credit
metrics through 2020. The negative outlook also reflects that S&P
expects debt to EBITDA and adjusted funds from operations (FFO) to
spike to slightly higher than 4x and lower than 20% in the short
term, which could prompt a downgrade if they do not swiftly
recover.

S&P said, "We could lower the rating in the next few months if
Boels exhibits debt to EBITDA above 4.0x or FFO to debt of less
than 20% on a sustained basis, with no prospect of a swift
recovery. We could also lower the rating if Boels' liquidity
position deteriorated or if covenant headroom was to become
pressured.

"We could revise the outlook to stable if end markets and therefore
sales and revenue recovered strongly in second-half 2020, such that
the group looked set to recover profitability, leverage, and FOCF
broadly to 2019 levels. More specifically we could revise the
outlook to stable if we expected leverage to trend back to below 4x
and FFO to debt to strengthen to comfortably more than 20% on a
sustained basis."


Q-PARK HOLDING I: S&P Alters Outlook to Negative, Affirms 'BB-' ICR
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on Netherlands-based car
park operator Q-Park Holding I BV (Q-Park) to negative from stable
and affirmed its 'BB-' issuer credit and issue ratings.

S&P said, "We see a one-in-three chance that S&P Global
Ratings-adjusted debt to EBITDA could decline below 9x on average
in 2020-2022. Similar to other transportation infrastructure asset
classes, government measures to contain the spread of COVID-19 have
severely affected car park utilization. For Q-Park we forecast a
drop in volumes of 20%-25% in 2020 before a rebound in the
following 24 months. As a result, we expect S&P Global
Ratings-adjusted leverage to increase above 12.0x in 2020 (previous
base case 8.9x) before reducing to 8.5x-9.0x in 2021-2022. This
will depend notably on the duration of confinement and consumer
behavior once restrictions on movement are lifted, as well as on
the company's ability to maintain and possibly expand its asset
portfolio following the disposal of the Nordic business, while
delivering cost efficiencies or taking further mitigating steps.

"We forecast no additional distributions to shareholders this year,
following the extraordinary EUR43 million shareholder loan
repayment in February. We estimate capital expenditure (capex) of
EUR70 million in 2020 and a total of about EUR200 million-EUR250
million over the next three years. This includes annual maintenance
capex of EUR30 million-EUR35 million; completion of about EUR10
million of investments in existing assets including light-emitting
diode (LED) and information technology investments; and investing
in growth opportunities aimed at consolidating the company's local
presence."

The company's financial policy targets debt to EBITDA at or below
7.0x (as calculated for managerial purposes). This translates into
S&P Global Ratings-adjusted debt to EBITDA of about 9.0x.
Management's commitment to its financial policy target and
flexibility around distributions and investment decisions will be
key elements in maintaining the current credit rating.

S&P said, "We expect COVID-19-related disruptions to reduce
Q-Park's revenues by about 20%-25% in 2020, on a like-for-like
basis excluding the Nordic disposal, followed by a two-year
recovery. We assume two months of lockdown during which utilization
is down 90%-95% for off-street facilities, as well as for on-street
parking contracts where municipalities have directly imposed the
halting of the majority of activities." Subscription revenues
(about 20% of total revenues) have been more resilient, thanks to
low cancellation rates so far, because customers ensure they have
the use of a specific facility near their home or work place.
Finally, management contracts, which typically are not exposed to
demand risk, make a small contribution to overall EBITDA.

S&P said, "Compared with more-affected infrastructure assets such
as airports, we expect car park volumes to recover faster overall,
similar to what we anticipate for toll road operators. We assume
final users will privilege the use of private transport over public
alternatives and we note Q-Park's car parks are primarily in city
centers or close to shopping malls--rather than depending on travel
demand by being close to airports or railway stations. The more
exposed assets are, in our view, the car parks located close to
Heathrow and Gatwick airports in the U.K., where we expect a slower
recovery in 2021-2022. However, these contracts are operated under
management contracts."

That said, the speed of recovery once lockdown measures are lifted
remains uncertain. The expected global recession and its effects on
unemployment, customers' propensity to pay, and potential changes
in working habits will influence how long it takes for car park
volumes to recover.

The company's exposure to lease agreements constrains its cost-base
flexibility. Approximately 20% of its EBITDA is generated from
lease contracts and annual variable and fixed-lease payments are
its largest cost-line--about 50% of total operating expenses. S&P
said, "While we understand the company has instigated discussions
with landlords aimed at getting fixed charges reduced in the short
term, we believe lease agreements are not as well protected as
concession contracts against the unprecedented drop in volumes
compared to other car park industry contracts. For example, under
concession agreements (mostly France-base and contributing about
25% of Q-Park's EBITDA) rebalancing measures can provide some
compensation by way of extending maturity, reducing fixed fees, or
adjusting tariffs. In both instances (lease and concession
contracts), we believe it will be a while before discussions with
landlords are finalized and therefore we do not currently include
any changes in terms and conditions in our forecasts."

Among rated car parks, Q-Park benefits from having the largest
portion of owned real estate facilities. These are the most
profitable segment and account for about 50% of total EBITDA.
Previously, Q-Park successfully implemented a cluster strategy in
which operating multiple facilities in the same city translated
into a degree of pricing power. While pricing flexibility remains a
key competitive advantage for owned facilities and those operated
under lease agreements, S&P expects reduced flexibility in setting
prices amid a Eurozone-wide recession. The focus will be on
restoring volumes, alongside customers becoming more
price-sensitive.

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.

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

-- Health and safety

The negative outlook reflects the severe effect of COVID-19-related
lockdown measures on Q-Park's metrics, which we believe could see
its S&P Global Ratings-adjusted leverage rise above 9x on average
in 2020-2022. S&P notes that its ratings headroom was already
limited.

S&P could lower the ratings on Q-Park by one notch if:

-- S&P Global Ratings-adjusted debt to EBITDA remains above 9x,
following a higher-than-anticipated volume drop or a lengthier
recovery; and

-- The company increases its exposure to asset-light business,
shortening the maturity of the existing portfolio and weakening
S&P's assessment of its business model.

S&P could revise the outlook to stable if, on the back of a
balanced financial policy and better-than-anticipated recovery once
traffic restrictions are lifted, the company maintains:

-- Debt to EBITDA lower than 9x; and

-- FFO to debt above 6.5% on average over 2020-2022.


VINCENT MIDCO: Moody's Alters Outlook on B3 CFR to Negative
-----------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of Vincent Midco BV,
a leading provider of premium catering services in The Netherlands.
Concurrently, Moody's has also affirmed the B2 ratings on the first
lien senior secured term loan B and multi-currency revolving credit
facility both due 2026 at Vincent Bidco BV, a direct subsidiary of
Vincent Midco BV. The outlook on both entities was changed to
negative from stable.

"The rating action reflects the protracted impact of the
coronavirus outbreak on the company's main end markets notably
corporates, leisure, and travel despite easing of confinement
measures in The Netherlands", says Eric Kang, a Moody's Vice
President - Senior Analyst and lead analyst for Vermaat. "While the
company's liquidity is adequate, there is a risk that its credit
metrics may not recover to levels more commensurate with the B3 CFR
over the next 12-18 months notably a Moody's-adjusted debt/EBITDA
sustainably below 7.0x, and margins and free cash flow back to
pre-crisis levels", adds Mr Kang.

RATINGS RATIONALE

Moody's Moody's regardss the coronavirus outbreak as a social risk
under its ESG framework, given the substantial implications for
public health and safety. While confinement measures in the
Netherlands are being gradually lifted, Moody's expects footfall in
Vermaat's points of sales to remain below pre-crisis level over the
next 12-18 months for a certain period because of more frequent
remote working, a slow ramp-up in air passenger traffic or low
visitor numbers of some of the company's leisure locations such as
museums.

Moody's expects the company's credit metrics to materially
deteriorate in fiscal 2020 followed by a swift recovery in fiscal
2021, although there is a risk that credit metrics remain outside
the parameters to maintain the B3 CFR. Moody's expects the
company's Moody's-adjusted debt/EBITDA is likely to deteriorate to
above 10x in fiscal 2020 because of the impact of confinement
measures (net of governmental measures such as the Employment
Bridge Emergency Fund, a partial unemployment scheme in The
Netherlands) before recovering to around 8.0x in fiscal 2021, which
assumes that activity does not recover to pre-crisis levels.
Moody's-adjusted debt/EBITDA was 7.3x in fiscal 2019.

Moody's views Vermaat's liquidity as adequate. As of April 17,
2020, the company had cash balances of EUR55million and its
revolving credit facility of EUR110 million, available until 2026,
was drawn by EUR35 million.

The company also needs to comply with a net first lien leverage
covenant set at 10.25x and tested quarterly when the RCF is used by
40%. Moody's estimates the net first lien leverage, as defined by
the debt indenture, was around 4.9x as of December 2019 but is
likely to increase in the coming quarters because of the lower
EBITDA generation. A breach of the springing covenant would
constitute an event of default under the RCF.

STRUCTURAL CONSIDERATIONS

The first lien term loan and the RCF are rated B2 - one notch above
the B3 CFR - reflecting their first ranking, ahead of the second
lien term loan. The first lien debt benefit from first ranking
transaction security over shares, bank accounts and intragroup
receivables of material subsidiaries. Moody's typically views debt
with this type of security package to be akin to unsecured debt.
However, the first lien debt benefit from upstream guarantees from
operating companies accounting for at least 80% of consolidated
EBITDA.

RATING OUTLOOK

While the company's liquidity is adequate, there is a risk that its
credit metrics may not recover to levels more commensurate with the
B3 CFR over the next 12-18 months, notably a Moody's-adjusted
debt/EBITDA sustainably below 7.0x, and margins and free cash flow
back to pre-crisis levels.

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

A downgrade could materialize if operating performance do not
materially improve over the next 12-18 months leading to (1)
Moody's-adjusted debt/EBITDA remaining sustainably above 7.0x, or
(2) weaker liquidity or negative Moody's-adjusted free cash flow.

An upgrade could materialize over time if sustained positive
organic growth momentum and broadly stable margins compared to
pre-crisis levels lead to (1) Moody's-adjusted debt/EBITDA reducing
closer to 6.0x on a sustained basis, and (2) a solid liquidity
profile including Moody's-adjusted free cash flow of around 5%.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Vermaat is the market leader in premium catering and hospitality
services in The Netherlands. It generated revenue of around EUR300
million in 2019.




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T U R K E Y
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MERSIN METROPOLITAN: Fitch Assigns 'BB-' LT IDRs, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned Mersin Metropolitan Municipality
Long-Term Foreign- and Local-Currency Issuer Default Ratings of
'BB- ' with Stable Outlooks.

Mersin is one of Turkey's economic development centres, located on
the Mediterranean coast next to Antalya and Adana and with 2.2% of
the nation's population. The city has Turkey's largest and one of
the main container ports in the Mediterranean Region with its
transit and hinterland connections with the Middle East and the
Black Sea, serving as an important logistics hub. Trade is a
dominant economic sector in the local economy further driven by
industry, agriculture and tourism. Mersin's contribution to
national GDP has historically been about 1.8%, with its local GDP
per capita at 80% of the national median.

Fitch's ratings are forward-looking in nature, and it will monitor
developments in the public sector for coronavirus pandemic severity
and duration, and incorporate revised base- and rating-case
qualitative and quantitative inputs based on performance
expectations and assessment of key risks.

KEY RATING DRIVERS

Revenue Robustness (Weaker):

The Weaker assessment results from the expected adverse effects of
the negative operating environment on Mersin's tax revenue growth
prospects in 2020-2021 due to a macroeconomic downturn underpinned
by the coronavirus pandemic. Fitch expects this to increase
volatility in the tax base, which in 2015-2019 grew by 16% per on
average per year. After 2022 Fitch expects tax revenue to return to
a nominal growth rate of about 11% over the medium term, based on
inflation expectations of 10%. Low GDP per capita in US dollar
terms underpins the assessment and contributes to some volatility.

Mersin benefits from a diversified local economy that is
predominantly driven by trade; i.e. services sector (on average 65%
of its local GDP) due to its pivotal position as an important
logistics hub of Turkey. Further drivers of the local economy are
industrial (24%) and agricultural (12%) sectors. This is reflected
in its tax base, which is buoyant with fairly robust growth
prospects in line with the national average. This leads to a
moderate tax revenue stream as Fitch project taxes to rise to
TRY2.5 billion in 2024, from TRY1.5bn in 2019 while continuing to
account for about two-thirds of recurrent revenue, with transfers
accounting for 20%.

Another important revenue source is transfers from the central
government, which contributed 21% of operating revenue, followed by
charges and fees (13%) at end-2019.

Revenue Adjustability (Weaker)

Mersin's ability to generate additional revenues is constrained by
nationally predefined tax rates. Cities have very limited
rate-setting power over own local taxes such as property tax,
natural gas and electricity consumption tax, advertisement and
promotion, fire insurance, and entertainment. While the revenue
framework provides little or no leeway to absorb an unexpected fall
in revenue Fitch deems the latter unlikely, sustained by 3% GDP
growth (and inflation of 10%)

Expenditure Sustainability (Midrange)

Similar to other Turkish Metropolitan Municipalities, Mersin's
responsibilities include provision of urban infrastructure
services, which Fitch deems cyclical to moderately countercyclical;
limiting the risks that cost might increase unexpectedly over the
medium term, as the city can adjust spending to cyclicality of the
local economy. Accordingly, Fitch expects Mersin's operating
margins to remain close to 25% supported by management's ability
and commitment to control cost.

However, in 2020-2021 Fitch expects spending responsibilities for
the provision of services in the complementary public health,
social aid and welfare, and environmental protection sectors to
increase upside risks to costs due to the coronavirus pandemic.
This could depress operating margins towards 20%, before returning
to the 2018/2019 average ratio of around 23%.

At end 2019, Mersin's capex was TRY256.6 million and accounted for
44% of the budgeted capex of TRY586.1 million or 17% of total
expenditure. According to the 2020-22 budget, the city expects to
make lower capital investments (on average TRY531.2 million), due
to cost efficiency plans, before growing again in 2022-2023 ahead
of the next local elections. The city's most capital-intensive
project is the planned construction of a light railway system.
However, the project is in a planning phase and no prefunding has
been acquired.

Expenditure Adjustability (Midrange)

Fitch has assessed Expenditure Adjustability for Mersin as
'Midrange' amid international peers' analysis. The city has a low
share of inflexible costs; accounting for less than 70% on average
of its total expenditure, with staff costs accounting for 20% of
total expenditure. The city's capex can be postponed and reduced as
investments are self-financed. Greater flexibility in the city's
expenditure profile is counterbalanced by the weak track record of
balanced budget, due to large swings in capex.

Liabilities and Liquidity Robustness (Midrange):

The city's debt repayment over the medium term is fairly
predictable with a linear amortising structure, fixed interest
rate, and no exposure to foreign currency risks. However, a shorter
weighted average maturity of three years, and a significant share
of its debt at 19% maturing within one year increase refinancing
pressure.

Mersin's contingent liabilities are largely limited to its wholly
owned water, waste water management and sewage affiliate, MESKI,
which is self- funding. At end 2019, MESKI's total debt accounted
for TRY439.8 million equivalent (2018: TRY 512.8 million), as 72%
of its debt was in euros, exposing the public entity to significant
FX risk. However, the average life of its FX debt is long at 11.5
years, mitigating repayment risk. Its main international lenders
are Kreditanstalt für Wiederaufbau, Agence Francaise de
Developpement, the World Bank, European Investment Bank and
European Bank for Reconstruction and Development

Liabilities and Liquidity Flexibility (Weaker)

At end- 2019, Mersin's year-end cash was weak, covering its debt
servicing less than 1x. Mersin municipal council's recent approval
of credit lines with several domestic banks mitigates any
short-term liquidity needs during the coronavirus crisis. While
Mersin's access to international financial markets is at a
premature level, it has a diversified source of domestic lenders
such as Vakifbank, ILBank, Denizbank, Aktifbank, Burganbank,
Akbank, Halkbank, Alternatifbank, Anadolu Bank, and Garantibank.

Debt Sustainability Assessment: 'aa'

Under its rating case for 2020-2024, Fitch projects that Mersin's
debt to rise to TRY2.3 billion and the operating balance to TRY 586
million, leading to payback ratio (net adjusted debt to operating
balance), which is the primary metric of the Debt Sustainability
assessment for Type B LRG's, will remain below 5x, in line with a
'aaa' assessment. For the secondary metrics, Fitch's rating case
projects that actual debt service coverage ratio will remain weak
at 0.9x, deteriorating from 1.1x in 2018, corresponding to a 'b'
assessment. This is supported by a relatively robust fiscal debt
burden compared with its national peers remaining below 100% in a
'aa' assessment, albeit increasing to 92.3% in 2024 from 63.8% in
2018. The final debt sustainability assessment is driven by the
primary metric, but due to a weaker ADSCR, Fitch overrides it to
'aa'.

DERIVATION SUMMARY

A combination of three factors assessed as 'Weaker' and remaining
factors assessed as 'Midrange' resulted in overall assessment of
the city's risk profile as 'Weaker', meaning there is a high risk
of the operating balance underperforming Fitch's expectation of
TRY400 million.

A weaker risk profile combined with 'aa' debt sustainability leads
to a Standalone Credit Profile in the 'bb' category. With a debt
service coverage below 1x and debt burden close to 100% compared
with its peers in the same rating category the SCP notch-specific
is positioned at the center of the category at 'bb', compressed to
a 'BB-' IDR in application of the sovereign IDRs (BB-/Stable). In
its assessment, Fitch does not apply extraordinary support from the
upper- tier government or asymmetric risk,

KEY ASSUMPTIONS

Qualitative Assumptions and assessments:

Risk Profile: 'Weaker', High Weight

Revenue Robustness: 'Weaker', Medium weight

Revenue Adjustability: 'Weaker', Low weight

Expenditure Sustainability: 'Midrange', Medium weight

Expenditure Adjustability: 'Midrange', Low weight '

Liabilities and Liquidity Robustness: 'Midrange', Medium weight

Liabilities and Liquidity Flexibility: 'Weaker', Low weight

Debt sustainability: 'aa' category, High Weight

Support: N/A

Asymmetric Risk: N/A

Sovereign Cap: Y, High Weight

Quantitative assumptions - issuer specific

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

Base case assumptions

  - Annual nominal operating revenue to grow in 2020-2024 CAGR at
13.0%

  - Annual nominal operating expenditure to grow in 2020-2024 CAGR
at 12.2%

Rating case assumptions

  - Annual nominal operating revenue to grow in 2020-2024 CAGR at
12.0%

  - Annual nominal operating expenditure to grow in 2020-2024 CAGR
at 13.1%

Figures as per Fitch's sovereign estimates for 2019 and forecast
for 2021, respectively:

  - Real GDP growth (%): -0.3, 3.6

  - Consumer prices (end-year, %): 16.9, 10.9

  - General government balance (% of GDP): -3.3, -3.1

  - General government debt (% of GDP): 32.1, 32.5

  - Current account balance plus net FDI (% of GDP): 1.0, -0.6

  - Net external debt (% of GDP): 30.2, 26.2

  - IMF Development Classification: EM

  - CDS Market Implied Rating: 'B+'

RATING SENSITIVITIES

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

  - An upgrade of Turkey's IDR would lead to an upgrade of Mersin's
IDR, as the city's IDR is capped by the sovereign.

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

  - A downgrade of Turkey's IDRs would lead to a downgrade of
Mersin.

  - A two-notch downward revision of the city's SCP below 'bb',
which could be driven by a deterioration of its payback ratio above
5x on a sustained basis would lead to a downgrade.

ESG CONSIDERATIONS

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

COMMITTEE MINUTE SUMMARY

Committee date: May 7, 2020

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

BEST/WORST CASE RATING SCENARIO

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




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

ANTLER: Enters Administration Due to Coronavirus Crisis
-------------------------------------------------------
James Davey at Reuters reports that British luggage brand Antler
has collapsed into administration, becoming the latest victim of
the coronavirus crisis and its devastating impact on international
travel.

It also sells via its own website, through Amazon and wholesales to
several large retail chains across the United Kingdom.  It also has
third party license deals in Australia and Asia.

Restructuring firm KPMG said on May 19 it had been appointed
administrator to the 106-year old brand, which operates 18 retail
stores and one concession outlet, Reuters relates.

KPMG has already made 164 of Antler's 199 workforce redundant,
Reuters discloses.

"Although the business was trading well prior to the virus
outbreak, restrictions imposed at the start of the lockdown period
prompted the closure of Antler's retail and wholesale outlets,
while the impact on international travel has also significantly
affected sales," Reuters quotes Will Wright, partner at KPMG and
joint administrator, as saying.

"With uncertainty over the lifting of travel restrictions placing
further financial strain on the business, the directors concluded
that they had no option but to appoint administrators."


APPLEBY HERITAGE: Enters Administration, 14 Jobs Affected
---------------------------------------------------------
News & Star reports that Appleby Training and Heritage Centre, a
training and education centre, has gone into administration with
the loss of 14 jobs.

The trustees of Appleby Training and Heritage Centre made the
decision to close in March following a number of years during which
it struggled to make ends meet, News & Star relates.

The centre, which was run out of converted railway buildings and
carriages next to the town's railway station, was founded in 1996
and delivered a variety of courses to adults and young people.

However, former manager Mandy Morland said a combination of
circumstances meant it simply had not had enough funding to carry
on operating, according to News & Star.


CASUAL DINING: Files Intent to Appoint Administrators
-----------------------------------------------------
BBC News reports that Casual Dining Group, the owner of High Street
restaurant chains Cafe Rouge and Bella Italia, has filed intent to
appoint administrators at the High Court.

Casual Dining Group, whose brands also include the Las Iguanas
chain, employs about 6,000 people.

According to BBC, the company said the move would give it ten days'
breathing space to consider "all options" for restructuring.

Restaurants have been hit hard after shutting their doors in March
as part of Britain's virus lockdown, BBC discloses.

Earlier on May 18, Casual Dining Group said that it is working with
advisers from corporate finance firm AlixPartners over a potential
restructuring program, BBC relates.

The firm, as cited by BBC, said the move would protect it from any
threatened legal action from landlords.

The notice of intent to appoint administrators gives the firm ten
days to put a restructuring plan into place, BBC notes.

After that ten days is up, the firm could let the notice lapse, if
there is a viable restructuring plan, BBC states.

But if there is no feasible restructuring plan, the firm must
either ask for another ten days to come up with one, or it could
appoint administrators for the business, BBC says.

The restructuring plan could involve so-called "company voluntary
arrangements" (CVAs), which allow a firm to keep trading while
reducing rents, BBC discloses.  It could also see one or more of
the firm's brands put into administration, according to BBC.


EQUITY RELEASE 5: Fitch Affirms Class C Notes at 'BB+sf'
--------------------------------------------------------
Fitch Ratings has affirmed Equity Release Funding No. 5 Plc's notes
and revised the Outlook on the class B notes to Negative from
Stable, as follows:

Equity Release Funding No. 5 Plc

  - Class A XS0225883387; LT AAsf; Affirmed

  - Class B XS0225883973; LT Asf; Affirmed

  - Class C XS0225884278; LT BB+sf; Affirmed

TRANSACTION SUMMARY

The transaction is a securitisation of UK equity release mortgages
originated by Aviva UK Equity Release Ltd.

KEY RATING DRIVERS

Bespoke Criteria

As a base scenario, Fitch assumes a global recession in 1H20 driven
by sharp economic contractions in major economies with a rapid
spike in unemployment, followed by a recovery from 3Q20 as the
health crisis subsides.

To reflect the product-specific features of equity release, Fitch
has applied its EMEA Equity Release Mortgage Bespoke Rating
Criteria. The key assumptions underpinning the asset cash flows
include the borrowers' mortality and morbidity (long-term care)
rates (instead of foreclosure frequency rates), voluntary
prepayment rates, property price stresses and property price
growth.

The loan-by-loan data (including loan balance, interest rate,
property valuation, borrower age and gender) has been used to
produce asset cash flows for each payment date. The asset cash
flows are then input into Fitch's proprietary cash flow model to
determine whether the notes can withstand various combinations of
stresses of the key assumptions. The cash flow model has been
customised to reflect the particular features of this transaction
structure.

As a downside (sensitivity) scenario provided in the Rating
Sensitivities section, Fitch considers a more severe and prolonged
period of stress with a halting recovery beginning in 2Q21.

Interest Deferral and Negative Outlook on Class B

According to its 'Global Structured Finance Rating Criteria', Fitch
will only assign 'Asf' or 'BBBsf' ratings to bonds that are
expected to incur interest deferrals if certain conditions are
met.

In a variation to its criteria, Fitch decided to cap the ratings of
the class B notes at 'Asf' as opposed to speculative-grade.
However, the Negative Outlook on the class B notes reflects the
uncertainty on future house prices inflation, which may lead to a
breach of the House Price Index trigger and consequently interest
being deferred. If deferrals materialise for an excessive amount of
time, a more conservative cap could be applied. Interest on the
class C notes is likely to continue being deferred (as it has been
since October 2012) and hence the class C notes' rating has been
capped at 'BB+sf'.

Redemptions Development

In July 2018, the notes started amortising, the class A notes have
paid down by GBP28.4 million in the past two years. Also, the age
profile of the borrower base keeps increasing and prepayment are
steadily between 2% and 3%. Fitch considers the transaction
structure resilient to potential temporary reductions in
redemptions, giving rise to a need to draw upon the credit
facility, which is currently undrawn and ensures senior costs and
interests' coverage for multiple payment dates.

RATING SENSITIVITIES

The ratings are sensitive to mortality rate changes, prepayment
rate and house price inflation assumptions. Fitch tests several
base-case assumptions to analyse the sensitivity of the notes'
ratings to changes in such assumptions.

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

Fitch assumes a long-term house price growth rate of 2% from the
cut-off date because equity release loan maturities can occur over
an extended period. An assumed lower growth rate of 1% would have
no impact on the class A ratings.

House price declines increase the risk that proceeds from the sale
of the property are insufficient to cover the loan balance
including accrued interest, resulting in lower asset cash flows and
downgrades. In addition, lower repayment rates may result in
downgrades. Lower prepayment rates will reduce the portion of loans
repaid in full.

The ratings on the class B and C notes are less sensitive to the
above factors as they are capped due to historical or expected
interest deferrals. However, a future deferral of class B interest
due to decreasing inflation could result in the application of a
lower rating cap on the class B notes.

The ratings of the class A notes may be exposed to unexpected
combined scenarios of high inflation and prolonged low interest
rates. While this is remote and not expected by Fitch, there may be
two effects, resulting in weakening credit quality. Firstly, a
higher inflation rate would be due to the swap counterparty under
the inflation swap. Secondly, the underlying loans' accrual rate
could become considerably lower. Since the amount due to the issuer
is capped at the property value, there may be a significant
mismatch/loss at the point of redemption between what is owed to
the swap counterparty and the cash flows received from the property
sale.

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

An increase in mortality rates would shorten the maturity of the
loans leading to lower loan-to-value ratios at maturity, which may
increase redemption amounts. Growing redemptions would lead to
increasing credit enhancement and a potential upgrade of the class
A notes.

Coronavirus Downside Scenario Sensitivity:

The broader global economy remains under stress due to the
coronavirus pandemic, with surging unemployment and pressure on
businesses stemming from social distancing guidelines. As outlined
in its coronavirus baseline and downside scenarios, Fitch considers
a more severe downside coronavirus scenario for sensitivity
purposes whereby a more severe and prolonged period of stress is
assumed with a halting recovery from 2Q21. Under a stressed
scenario, Fitch considers 12-month redemptions' suspension, placing
immediate reliance on the transaction's credit facility to cover
costs and interest payments. The inability to redeem is linked to
the observed reduction in properties sales; the property markets in
UK have been in freeze since the coronavirus lockdown and the
government has only recently set out plans to restart (despite
limited to England so far). The results indicate no adverse rating
impact on the notes.

BEST/WORST CASE RATING SCENARIO

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

CRITERIA VARIATION

Interest on the class B notes was deferred from October 2012 until
October 2015. This was due to a breach of the HPI trigger (set at
2% per year since closing). Since October 2015, interest payments
have been made on time. However, previously deferred interest will
remain subordinated to class A principal repayment.

In a variation to its 'Global Structured Finance Rating Criteria'
Fitch decided to cap the ratings of the class B notes at 'Asf' as
opposed to speculative-grade. This is because Fitch does not expect
the class B interest to be deferred again for an excessive amount
of time.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. There were no findings that affected the
rating analysis. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Fitch did not undertake a review of the information provided about
the underlying asset pool ahead of the transaction's initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

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

SOURCES OF INFORMATION

The information was used in the analysis.

  - Loan-by-loan data provided by Aviva UKERL as at April 2020.

  - Transaction reporting provided by Aviva UKERL as at April
2020.

  - Inflation swap information provided by Aviva UKERL as at April
2020.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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).


MOBILUX 2 SAS: Fitch Alters Outlook on 'B' LT IDR to Negative
-------------------------------------------------------------
Fitch Ratings has revised Mobilux 2 SAS's Outlook to Negative from
Stable, while affirming the French furniture, electrical and
decoration retailer's Long-Term Issuer Default Rating at 'B'.

The Negative Outlook reflects the uncertainty around BUT's pace of
recovery and ability to deleverage to its rating sensitivity by the
financial year to June 2022 (FY22), due to the coronavirus pandemic
and weakening macroeconomics conditions over the next quarters.
However, if funds from operations net leverage stabilises towards
5.7x by FY22, as currently envisaged, this could result in the
Outlook being revised to Stable.

The IDR affirmation reflects BUT's satisfactory business profile
that is likely to show resilience in the current disrupted
environment, and comfortable liquidity despite a two-month shutdown
of the group's retail estate. While leverage metrics up to FY21 are
significantly above the level commensurate with a 'B' rating, Fitch
assumes BUT has the capacity to deleverage to its rating
sensitivities by FY22 at the latest although some execution risks
exist. Meanwhile, the 'B' rating encapsulates the continuation of a
prudent financial strategy, with no dividend distribution to
shareholders.

KEY RATING DRIVERS

High but Manageable Pandemic Exposure: The rating reflects its view
of BUT's lower business resilience than DIY retailers such as
Kingfisher plc (BBB-/Stable) or Groupe Adeo. However, Fitch expects
that customers having stayed at home for a prolonged period will be
keen to upgrade their furniture and decoration, leading to a
smaller decline in revenues than more exposed retailers in other
non-food categories such as Novartex SAS (C). BUT has also
developed click-and-collect service in line with social distancing
requirements.

Adequate Liquidity, Conservative Financial Policy: BUT had large
liquidity prior the pandemic outbreak with EUR268 million cash on
balance-sheet as of December 31, 2019. This provided an adequate
buffer to navigate through the lockdown, and will be a point of
strength during the re-opening phase of the stores. Its rating case
includes a conservative financial policy with no distribution to
shareholders, which is key to maintaining the 'B' rating.

Elevated Leverage Expected to Decrease: The coronavirus pandemic
and economic uncertainty over the next quarters will markedly delay
the expected deleveraging path. Fitch currently forecasts weak FY21
credit metrics for the rating, leaving no rating headroom. However,
Fitch estimates a recovery in demand and cost control to help
improve the group's financial profile with funds from operations
adjusted net leverage at 5.7x and FFO fixed charge cover returning
to 1.5x in FY22, which would be commensurate with the rating.
However, the high degree of uncertainty around economic conditions
and recovery in 2021 translates into similarly high execution risks
for its deleveraging path.

Resilient Business Model: BUT's position on the affordable segment
is a strength in the current economic downturn, as customers turn
to less expensive products. In addition, BUT's extensive store
network combined with location of the stores out of shopping malls
would limit footfall reduction compared with some competitors. At
the same time, Fitch views limited comparative upside from same-
day delivery and click & collect strategy as competitors implement
a similar strategy. Fitch expects that BUT will continue to take
advantage of its favourable positioning to gain market share in
France.

Profitability to Temporarily Suffer: BUT took advantage of French
support measures such as partial unemployment and deferred social
charges during the lockdown. Fitch estimates that FFO margin will
decrease to 1.8% in FY20 and remain low in FY21 as state support
ends, revenues remain impacted by adverse economic conditions, and
Fitch assumes a small portion of accrued (but not paid) rents for
FY20 will fall due. However, Fitch forecasts FFO margin returning
above 3% by FY22, as BUT takes advantage of its leading position,
difficulties of some competitors, and successful transformation of
its distribution network. This would support its expectation of
positive free cash flow in FY22.

Average Recoveries for Noteholders: The rating of 'B'/'RR4' for the
senior secured notes reflects average recovery prospects for
noteholders in a default and their contractual subordination to
BUT's EUR100 million revolving credit facility.

DERIVATION SUMMARY

BUT maintains a satisfactory business profile for the 'B' category,
which balances a more fragile financial profile. It is rated
similarly to The Very Group Limited (B/RWN), the UK-based pure
online retailer, with a similar scale and which enjoys a
sustainable business model but has weaker liquidity, higher
leverage before the pandemic and lack of commitment to reduce debt
over time. BUT is concentrated in France, but it is a leading
national player with a robust market share.

BUT shows weaker profitability and more vulnerable leverage metrics
than other larger peers such as Kingfisher plc (BBB-/Stable). BUT's
overall profit margins and leverage, which are more commensurate
with a 'B-' rating, are offset by a satisfactory business model,
comfortable liquidity and a positive trend in operating performance
prior to the pandemic to support the current ratings at 'B'.

KEY ASSUMPTIONS

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

  - Significant drop in revenues in FY20 on store closures, with
FY20 sales of EUR1.4 billion, 16% below 2019.

  - FY21 revenues around 10% below FY19, with gradual recovery over
FY22.

  - Fitch-adjusted EBITDA margin at 3.4% in FY20, 3.8% at FY21, and
5.4% thereafter.

  - Rents not paid during lockdown for EUR12 million, and
conservatively assumed to be paid in FY21. This is included within
other items before FFO.

  - Capex of EUR30 million in FY20, EUR43 million in FY21 and at
around 2% of sales thereafter.

  - No shareholder distribution or M&A activity.

Key Recovery Assumptions

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

In its bespoke going-concern recovery analysis Fitch considered an
estimated post-restructuring EBITDA available to creditors of
around EUR61 million, unchanged from its previous analysis. Fitch
has maintained the distressed enterprise value/EBITDA multiple at
5.0x.

Based on the principal waterfall the EUR100 million RCF ranks super
senior to the senior secured debt. Therefore, after deducting 10%
for administrative claims, its waterfall analysis generates a
ranked recovery for the senior secured bonds in the 'RR4' band,
indicating a 'B' instrument rating. The waterfall analysis output
percentage on current metrics and assumptions remains unchanged at
46%.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to an
upgrade:

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

  - FFO fixed charge cover sustained above 2.0x

  - FFO adjusted gross leverage below 5.0x (net: 4.5x) on a
sustained basis

Factors that could, individually or collectively, lead to a
revision of the Outlook to Stable:

  - Stabilisation in revenue and profitability resulting in FFO
margin above 3% and FCF margin above 1% on a sustained basis

  - FFO fixed charge cover sustainably above 1.5x

  - FFO adjusted gross leverage below 6.5x (net: 6.0x) by FYE22

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

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

  - FFO fixed charge cover below 1.5x on a sustained basis

  - FFO adjusted gross leverage above 6.5x (net: 6.0x) by FYE22

  - FFO margin sustainably below 3%

  - Evidence that liquidity is tightening due to operational
under-performance or distribution to shareholders (during the
recovery phase) perpetuating high leverage

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity Buffer: Fitch estimates that BUT had around
EUR290 million cash on balance-sheet before the pandemic, excluding
a fully undrawn EUR100 million RCF, which was later fully drawn on
March 19, 2020. In its view, readily available cash would drop to
around EUR180 million (including EUR35 million restricted cash) by
end-4Q20 due to large working capital swings combined with subdued
profitability over 4Q20. Fitch forecasts that BUT will be able to
repay its RCF during FY21, if needed, as the company generates
positive FCF.

Additionally, Fitch does not include shareholder distribution or
significant M&A activity over the next four years that could lead
to an erosion of this liquidity buffer, and would impact the rating
trajectory.

BUT has no near-term maturity with its RCF due in November 2022 and
EUR380 million senior secured bond maturing in 2024.

SUMMARY OF FINANCIAL ADJUSTMENTS

EUR9.3 million subtracted from EBITDA and added to other financial
expenses (interest on free credits).

EUR5.35 million subtracted from EBITDA and added to changes in
trade payable (amortisation of deferred credit income).

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).

PROVIDENCE INVESTMENT: PwC Must Face Negligence Suit Over Audit
---------------------------------------------------------------
Tabby Kinder at The Financial Times reports that a GBP25 million
lawsuit against PwC for alleged negligence in its audits of a
Guernsey "Ponzi scheme" will go ahead after the Big Four accountant
failed to have the claim thrown out of court.

According to the FT, a judge in the Guernsey Royal Court has
dismissed an attempt by PwC to quash the legal proceedings.  PwC is
accused of failing to discover a fraud at the Providence Investment
Fund, which collapsed owing its investors millions of pounds, the
FT discloses.

Administrators to the fund who work at Deloitte, another large
accounting firm, claim PwC breached its duties as an auditor by
signing off on its accounts despite the fraud in which almost all
shareholders' money was stolen, the FT relates.  PwC on May 18 said
the claim was "misconceived" and that it would "continue to
robustly defend" it, the FT notes.

Providence was put into administration in 2016 owing investors
⁠in the fund -- who had been promised returns of up to 14% ⁠⁠
-- more than GBP40 million, the FT relays.

Court documents filed by lawyers for the administrators allege the
business was run as a "fraudulent Ponzi scheme", the FT states.

PwC applied to the courts to quash the claim on the grounds the
administrators had not identified any director of the fund who
relied on the audit reports and who would have acted differently if
the fraud had been identified, the FT relates.  PwC, the FT says,
also claimed the fund suffered no losses as a result of its work.

According to the FT, the judge said the test of whether an auditor
was liable for losses stemming from a fraud at a company whose
books it checked would be a first for the Guernsey courts.  They
dismissed PwC's application, the FT relays.  PwC said it would
appeal against the decision, the FT notes.


RICHMOND PARK: Fitch Maintains BB Rating on E-RR Debt on Watch Neg.
-------------------------------------------------------------------
Fitch Ratings has maintained two tranches of Richmond Park CLO DAC
on Rating Watch Negative and affirmed the others.

Richmond Park CLO DAC

  - Class A-RR XS1849529398; LT AAAsf; Affirmed

  - Class B-1-RR XS1849530057; LT AAsf; Affirmed

  - Class B-2-RR XS1849530644; LT AAsf; Affirmed

  - Class B-3-RR XS1854604441; LT AAsf; Affirmed

  - Class C-1-RR XS1849531378; LT Asf; Affirmed

  - Class C-2-RR XS1854605760; LT Asf; Affirmed

  - Class D-RR XS1853034624; LT BBBsf; Affirmed

  - Class E-RR XS1849531618; LT BBsf; Rating Watch Maintained

  - Class F-RR XS1849531709; LT B-sf; Rating Watch Maintained

  - Class X-RR XS1849532004; LT AAAsf; Affirmed

TRANSACTION SUMMARY

Richmond Park 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 maintained RWN on two tranches 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
calculated weighted average rating factor of portfolio was 34.31 at
May 11, 2020 compared with the trustee reported WARF of 33.37 as at
March 31, 2020. The Fitch calculated 'CCC' and below category
assets (including non-rated assets) at May 11, 2020 represented
7.59% of the portfolio, over the limit of 7.5% and the defaulted
assets represent 1.54% of target par. As per the trustee report,
all collateral quality tests, portfolio profile tests and coverage
tests are passing.

'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 weighted average recovery rate of the
current portfolio is 66.53%

Portfolio Composition

The portfolio is well diversified across obligors, countries and
industries. The top 10 obligors' exposure is 13.23% and no obligor
represents more than 2% of the portfolio balance. The largest
industry is business services at 16.21% of the portfolio balance,
followed by healthcare at 13.16% and chemicals at 8.61%.

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 coronavirus sensitivity analysis was
only based on the stable interest rate scenario including all
default timing scenarios.

The model-implied rating for class F is one notch below the current
rating. The committee decided to deviate from the model-implied
rating since it was driven from by the back-loaded default timing
scenario only. Fitch deems that class F, with credit enhancement of
5.63%, has a limited margin of safety and the credit quality of
this tranche is more in line with the current rating.

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 realized 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 (Fitch's
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' credit
enhancement 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 the class E and F notes,
which show sizeable shortfalls.

In addition to the base scenario, Fitch has defined a downside
scenario for the current crisis, whereby all ratings in the 'B'
category would be downgraded by one notch and recoveries would be
lower by a haircut factor of 15%. For typical European CLOs, this
scenario results in a category rating change for all ratings.

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.


ST. MARY'S INDEPENDENT: Goes Into Administration
------------------------------------------------
Emily Liddell at Southern Daily Echo reports that St Mary's
Independent School, a Southampton school, has fallen into
administration months after it was slammed by watchdogs and closed
due to coronavirus fears.

According to Southern Daily Echo, governors from St Mary's
Independent School in Bitterne Park have announced that they have
made the decision to place the school into administration.

The school, which achieved a rating of "Inadequate" in its most
recent Ofsted report, said that the schools financial position has
been "significantly impacted" due to the coronavirus pandemic,
Southern Daily Echo relates.

The decision to appoint Begbies Traynor as Administrators was made
following "deliberations and discussions" regarding the financial
sustainability of the school, Southern Daily Echo notes.

The future of the school is not yet certain but governors are
hoping to ensure that the school will remain open "until at least
the end of the current half term", Southern Daily Echo states.



                           *********


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

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

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

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