/raid1/www/Hosts/bankrupt/TCREUR_Public/200521.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

          Thursday, May 21, 2020, Vol. 21, No. 102

                           Headlines



A Z E R B A I J A N

AZINSURANCE OJSC: Fitch Affirms IFS Rating at 'B', Outlook Stable


B U L G A R I A

ECOPHOS: Prayon Acquires Assets in Bulgaria


F R A N C E

EUROPEAN CAMPING: Bank Debt Trades at 53% Discount
PLATINIUM POOL: Bank Debt Trades at 16% Discount


G E R M A N Y

ADLER PELZER: S&P Lowers ICR to 'CCC+', Outlook Stable
DURAN GROUP: EUR127.5MM Bank Debt Trades at 16% Discount
PACCOR HOLDINGS: Moody's Alters Outlook on B2 CFR to Negative
PARK LUXCO 3: Moody's Alters Outlook on B2 CFR to Negative
ROHM HOLDING: Bank Debt Trades at 21% Discount

WITTUR HOLDING: Bank Debt Trades at 27% Discount


I R E L A N D

BLACKROCK EUROPEAN VIII: Fitch Keeps Class F Debt on Rating Watch
STRANDHILL RMBS: Moody's Rates EUR16.60M Class F Notes 'B3'
STRANDHILL RMBS: S&P Assigns BB Rating on EUR16MM Class F Notes


I T A L Y

BANCA POPOLARE DI SONDRIO: Fitch Retains BB+/B IDRs, On Watch Neg.
BANCO DI DESIO: Fitch Lowers LongTerm IDR to 'BB+' Outlook Stable
POPOLARE DELL'ALTO ADIGE: Fitch Affirms 'BB+/B' IDRs, Outlook Neg.
[*] Fitch Cuts 10 Italy-Related CLNs on Sovereign Downgrade


L U X E M B O U R G

GOL FINANCE: Bank Debt Trades at 24% Discount


M O L D O V A

AVIA INVEST: Moldova Government to Launch Insolvency Proceedings


N E T H E R L A N D S

DRYDEN 69: Fitch Maintains B- Rating on F Debt on Watch Negative
SCHOELLER PACKAGING: S&P Lowers ICR to 'B-', Outlook Negative


N O R W A Y

NORWEGIAN AIR: Two Leasing Companies Become Biggest Shareholders
PGS ASA: Bank Debt Trades at 48% Discount


R O M A N I A

[*] Fitch Takes Action on 5 Romanian Banks on Coronavirus Impact


S L O V E N I A

ADRIA AIRWAYS: Slovenia Puts Trademark Up for Sale for EUR100,000


T U R K E Y

[*] Fitch Affirms 6 Turkish Banks at 'B+'; Cuts Halk to 'B'


U N I T E D   K I N G D O M

BOSPHORUS CLO III: Fitch Cuts Class F Debt to 'B-sf'
CARNIVAL PLC: Moody's Lowers Sr. Unsec. Rating to Ba1, Outlook Neg.
ELEMENT MATERIALS: Moody's Cuts CFR to B3, Outlook Stable
JOHNSONS SHOES: Files for Administration, Seeks Buyer

                           - - - - -


===================
A Z E R B A I J A N
===================

AZINSURANCE OJSC: Fitch Affirms IFS Rating at 'B', Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Azerbaijan-based AzInsurance OJSC's
Insurer Financial Strength Rating at 'B'. The Outlook is Stable.

KEY RATING DRIVERS

The affirmation is based on Fitch's current assessment of the
impact of the coronavirus pandemic, including its economic impact,
under a set of ratings assumptions. These assumptions were used by
Fitch to develop pro-forma financial metrics for AzInsurance that
Fitch compared with both ratings guidelines defined in its
criteria, and relative to previously established Rating
Sensitivities for AzInsurance.

The affirmation reflects AzInsurance's resilient capital position
under Fitch's pro-forma analysis, as measured by a Prism
Factor-Based Model score in the 'Adequate' category. This is
unchanged from the estimated end-2019 FBM score based on regulatory
reporting. This factor is offset by the moderate business profile
and high investment risk.

The rating reflects AzInsurance's moderate business profile
compared with that of all other Azeri insurers. Fitch notes that
AzInsurance has not been able to find a niche due to strong
competitive pressure from larger competitors in the market. In
2019, AzInsurance's net written premiums further declined by 13%
year-on-year (2018: -28%) due to lower premium volumes in the motor
third-party liability line and its market share reduced to 2% of
the local market in 2019 (2018: 3%). AzInsurance lost its key
distribution channel through which it sold cross-border compulsory
MTPL policies.

Fitch believes that AzInsurance is exposed to high investment risk
due to substantial exposure to deposits placed with local banks
that are either rated in the 'B' category or unrated. At end-2019
62% of investments were placed in bank deposits, with the remainder
invested in Azerbaijan government bonds.

Assumptions for Coronavirus Impact (Rating Case):

Fitch used the following key assumptions, which are designed to
identify areas of vulnerability, in support of the pro-forma
ratings analysis:

  -- Decline in key stock market indices by 35% relative to January
1, 2020.

  -- Increase in two-year cumulative high yield bond default rate
to 16%, applied to current non-investment grade assets, as well as
12% of 'BBB' assets.

  -- For the non-life and reinsurance sectors, a negative impact on
the industry-level accident year loss ratio from COVID-19-related
claims at 3.5pp.

RATING SENSITIVITIES

The ratings remain sensitive to any material change in Fitch's
Rating Case assumptions with respect to the coronavirus pandemic.
Periodic updates to its assumptions are possible given the rapid
pace of changes in government actions in response to the pandemic,
and the pace with which new information is available on the medical
aspects of the outbreak.

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

  -- A material adverse change in Fitch's Ratings Assumptions with
respect to the coronavirus impact.

  -- Weakening of business profile, measured as a loss of market
share, could lead to a downgrade.

  -- Capital depletion due to operational losses or extensive
capital repatriation or non-compliance with regulatory requirements
could also lead to a downgrade.

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

  -- A material positive change in Fitch's Ratings Assumptions with
respect to the coronavirus impact.

  -- Strengthening of the business profile, reflected in improved
business diversification and profitable growth, could lead to an
upgrade, provided AzInsurance continues to adhere to prudent
reserving and underwriting practices.

Stress Case Sensitivity Analysis

  -- Fitch's Stress Case assumes a 60% stock market decline,
two-year cumulative high yield bond default rate of 22%, an adverse
non-life industry-level loss ratio impact of 7pp for COVID-19
claims and a one notch lower sovereign rating.

  -- The implied rating impact under the Stress Case would be a
downgrade of no more than one notch of AzInsurance's IFS Rating.

ESG CONSIDERATIONS

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

BEST/WORST CASE RATING SCENARIO

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




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

ECOPHOS: Prayon Acquires Assets in Bulgaria
-------------------------------------------
SeeNews reports that Belgian phosphate and fluorine products
manufacturer Prayon said that it has acquired assets from Ecophos,
including the semi-industrial demonstration plant of Technophos in
Bulgaria.

According to SeeNews, Marc Collin, CTO of Prayon, said in a
statement earlier this week, "The process portfolio proposed by
Ecophos is complementary to that offered by Prayon through its
licensing division.  We will continue to promote them in parallel
as they have their own particular specificities".

The acquired assets also include Ecophos' intellectual property,
including patents portfolio and process know-how, SeeNews
discloses.

The statement said Ecophos has filed for bankruptcy in March,
SeeNews notes.

Bulgaria's Technophos, based in the town of Devnya, was 100% owned
by Ecophos.




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

EUROPEAN CAMPING: Bank Debt Trades at 53% Discount
--------------------------------------------------
Participations in a syndicated loan under which European Camping
Group SAS is a borrower were trading in the secondary market around
48 cents-on-the-dollar during the week ended Fri., May 15, 2020,
according to Bloomberg's Evaluated Pricing service data.   

The GBP194.0 million facility is a Term loan.  The facility is
scheduled to mature on July 3, 2024.  As of May 15, 2020, the
amount is fully drawn and outstanding.

The Company's country of domicile is France.


PLATINIUM POOL: Bank Debt Trades at 16% Discount
-------------------------------------------------
Participations in a syndicated loan under which Platinium Pool SAS
is a borrower were trading in the secondary market around 85
cents-on-the-dollar during the week ended Fri., May 15, 2020,
according to Bloomberg's Evaluated Pricing service data.   

The EUR4.0 million facility is a Term loan.  The facility is
scheduled to mature on September 30, 2024.   As of May 15, 2020,
the amount is fully drawn and outstanding.

The Company's country of domicile is France.




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

ADLER PELZER: S&P Lowers ICR to 'CCC+', Outlook Stable
------------------------------------------------------
S&P Global Ratings lowered the ratings on Germany-based auto
supplier Adler Pelzer Holding GmbH (Adler) and its senior secured
bond to 'CCC+' from 'B-'.

S&P said, "We continue to forecast material cash burn for Adler in
2020.  We think market conditions for the auto supplier industry
have further weakened since our most recent forecast for global
light vehicle sales on March 23, 2020, when we expected a 15%
decline in sales volumes in 2020. In our view, the economic effects
of COVID-19 will be longer and more intense than previously
expected, and we consequently lowered our macro forecasts on April
16, 2020. We now see global GDP falling 2.4% this year, with the
U.S. and eurozone contracting 5.2% and 7.3%, respectively. We
expect global growth will rebound to 5.9% in 2021. We continue to
expect this will materially hit Adler's topline, which we project
will drop by 18%-20% this year. Although Adler is proactively
taking measures to cut costs, such as the aggressive use of
short-time work schemes, savings on materials, salary cuts, and
steep reductions to indirect cost items such as rents and
consultancy costs, we currently forecast 2020 EBITDA will plummet
by 40% or more, given the operating leverage in the business. We
forecast this will result in materially negative free operating
cash flow (FOCF) of EUR10 million-EUR30 million in 2020, despite
the company's efforts to preserve cash by reducing capital
expenditure (capex) and improving working capital.

"We think Adler can manage its near-term liquidity needs, but the
buffer to absorb unexpected liquidity shocks remains limited.  We
understand that parent company ADLER PLASTIC S.P.A. (not rated) has
obtained commitments for up to EUR40 million of additional bank
lines, a meaningful share of which would be available to support
Adler. Pending the final allocation of this funding across the
group, we include EUR20 million in our liquidity assessment for
Adler. We also understand from management that Adler had about
EUR100 million of accessible cash at April 30, 2020. Together with
our forecast about EUR20 million-EUR30 million of funds from
operations (FFO), and the new funding from the parent company, this
sufficiently covers our estimated liquidity uses of about EUR25
million of maintenance capex, EUR15 million-EUR25 million of
short-term debt maturities, and potential peak intrayear working
capital needs of up to EUR50 million in the next 12 months.
However, we think that the company's reliance on uncommitted bank
facilities (excluding the committed line at the parent) represents
a risk if market conditions materially worsen compared with our
current base case. We acknowledge that Adler is striving to secure
additional liquidity by tapping funding schemes of public-sector
banks, such as KfW in Germany, or facilities that benefit from
government support in the form of guarantees, which as per our
understanding could total up to EUR70 million. This would further
support the company's liquidity in the near term, but would further
increase its debt burden. We will review the effect on the
company's credit profile once the financing is closed and the terms
are made available to us. We understand from management that Adler
has been very proactive in managing its working capital during
March and April, such as by aggressive collection of receivables,
and is exploring further measures to preserve cash. In our
liquidity calculation, we assume some of these benefits will
partially unwind in the coming months as Adler gradually resumes
production across its footprint.

"We believe FOCF could remain negative in 2021, and a return to
materially positive FOCF is contingent on a more pronounced rebound
of the auto market than we currently expect.  We currently forecast
Adler's topline and EBITDA will rebound in line with an expected
market recovery in 2021, but that EBITDA will remain well below
2019 levels. Combined with moderate working capital needs and a
return to more normalized capex, we think this could lead to
continued negative FOCF of EUR10 million-EUR40 million in 2021. In
our view, it would take much stronger improvements in market
conditions than we anticipate for Adler to achieve sustainably
positive FOCF from 2021, and we see a risk that FOCF will remain
negative for an extended period. We believe this will make it more
difficult for the company to sustain its higher leverage resulting
from the COVID-19 outbreak, with S&P Global Ratings-adjusted debt
to EBITDA projected to increase to 6.8x–7.3x in 2020 in our base
case, from our estimate of 3.5x–4.0x at year-end 2019. We note,
however, that uncertain market conditions limit visibility of our
projections. Moreover, the delay of Adler's 2019 annual report to
end-June 2020 further reduced visibility on the starting point for
our estimates.

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

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

-- Health and safety

S&P said, "The stable outlook reflects our expectation that Adler's
liquidity position will cover its cash needs in the next 12 months,
and that revenue and EBITDA will gradually recover from second-half
2020.

"Although not expected at this stage, we could lower the rating if
we observe that Adler is facing more acute liquidity stress over
the next 12 months. This could be the case if working capital
requirements are higher than we currently expect or Adler does not
manage to maintain sufficient funding sources, possibly paired with
less effective other near-term cash preservation measures. We could
also lower the rating if the expected market recovery falters,
leading to continued decline of EBITDA and FOCF.

"In addition, we could also lower the rating if we expect the
company will pursue financing or debt restructuring activities that
we would consider as a default under our criteria.

"We could raise the rating in the next 6-12 months if topline
recovery and successful cost and cash management lead us to expect
that Adler will achieve at least break-even FOCF from 2021. In
addition, we would expect Adler to further strengthen its liquidity
through additional buffers of mid-term bank or shareholder
funding."


DURAN GROUP: EUR127.5MM Bank Debt Trades at 16% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Duran Group Holding
GmbH is a borrower were trading in the secondary market around 84
cents-on-the-dollar during the week ended Fri., May 15, 2020,
according to Bloomberg's Evaluated Pricing service data.   

The EUR127.5 million facility is a Term loan.  The facility is
scheduled to mature on May 1, 2024.   As of May 15, 2020, the
amount is fully drawn and outstanding.

The Company's country of domicile is Germany.


PACCOR HOLDINGS: Moody's Alters Outlook on B2 CFR to Negative
-------------------------------------------------------------
Moody's Investors Service has affirmed the B2 the corporate family
rating and the B2-PD the probability of default rating of the
German rigid plastic packaging manufacturer PACCOR Holdings GmbH.
Concurrently, Moody's has affirmed the B2 rating on the company's
EUR317 million senior secured first lien term loan B due 2025 and
its EUR50 million senior secured revolving credit facility due
2024, and the Caa1 rating on its EUR70 million senior secured
second lien term loan due 2026, all issued by PACCOR Packaging
GmbH. The outlook has changed to negative from stable for both
entities.

"We have changed the outlook to negative from stable to reflect the
uncertainty on the ability of the company to deliver its targeted
EBITDA improvements in 2020, notwithstanding a degree of revenue
volatility due to the coronavirus outbreak, and on the ability to
reduce the currently elevated gross leverage below 6.0x over the
next 12 months, which is more commensurate with a B2 rating
category, "says Donatella Maso, a Moody's Vice President - Senior
Analyst and lead analyst for PACCOR.

RATINGS RATIONALE

Since the acquisition of PACCOR by Lindsay Goldberg in August 2018,
the company's operating performance has been subdued compared to
budget and Moody's expectation. In 2019, revenues were impaired by
declining raw material prices, which have been passed through to
customers, and partly by lower volumes within the foodservice and
vending segments driven by EU single-use-plastic regulation.

Both in 2018 and 2019, EBITDA has been heavily adjusted by large
one-off costs. While in 2018, these exceptional costs were
triggered by the LBO, in 2019 these were partly related to
investment for operational improvements, which Moody's views as
recurring. As such, Moody's adjusted EBITDA stood at EUR74 million
compared to EUR83 million indicated by PACCOR. In addition, the
company's debt has continued to increase due to higher use of
factoring and the debt of EDV, a Spanish company acquired in July
2019 which also did not perform as expected. As a result, PACCOR' s
leverage at the end of 2019 increased to 6.8x from 6.2x in December
2018. In Q1 2020, leverage further rise to 7.0x due to additional
EUR26 million drawings under the RCF (without EUR20 million of
prudential drawings, leverage would have reduced to 6.7x). Leverage
at the end of 2019 and as of March 2020 was above the maximum of
6.0x allowed by the B2 rating.

The footprint optmisation with the closure of the sites in Bulgaria
and Serbia and the consolidation of the two plants in Netherlands,
combined with increased automation and procurement savings, are
expected to generate an EBITDA improvement in 2020 and reduce
leverage. Failing to achieve these targeted improvements and
deliver towards 6.0x over the next 12 months will pressure the
rating. However, these initiatives entail significant investments
which weigh on cash flow generation both in 2019 and 2020.

Lastly, the company may face some operating challenges due to the
spread of coronavirus across Europe and the US, where it generates
all of its revenues. However, Moody's expects that impact from
coronavirus on revenue will be modest because of the company's
exposure to the food supply chain, which will be more resilient and
likely mitigate volatility in foodservice and vending and certain
non-food end markets. All PACCOR's sites have been running during
the lockdowns and did not experience major disruption except for
cases of absenteeism.

The B2 rating remains also constrained by (1) PACCOR's small scale
and lower profitability, albeit improving, compared with other
packaging peers rated by Moody's; (2) its exposure to volatile raw
material and input prices, particularly plastic resins, mitigated
by pass-through clauses present in two-thirds of the contracted
revenue, although with a lag; (3) the highly fragmented and
competitive nature of the plastic packaging industry, with
persistent pricing pressure, as illustrated by the historical
5%-10% volume churn and customer losses, requiring continued focus
on innovation, product wins and cost control to grow volume and
protect profitability; and (4) a degree of exposure to consumer
awareness and increasing regulatory focus on plastic sustainability
resulting in volume losses or incremental costs.

Conversely, the rating remains supported by (1) the company's
position as a leading Pan-European rigid plastic converter, with a
strong market share in dairy, food service with tumblers and
convenience food niches in Europe, benefiting from a well-invested
asset base of 15 sites across Western and Eastern Europe, and one
in North America; (2) a moderately diversified customer base — 10
largest customers representing 40% of 2019 revenue — although
fairly concentrated within certain sub-segments; and (3) its
presence in resilient end markets, such as food and beverage,
although the spreads segment is declining.

ENVIRONMENTAL, SOCIAL & GOVERNANCE CONSIDERATIONS

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. The weaknesses in PACCOR's credit profile, including
its exposure to certain vulnerable end-markets and multiple
affected countries have left it vulnerable to shifts in market
sentiment in these unprecedented operating conditions and the
company remains vulnerable to the outbreak continuing to spread.
Its action reflects the impact on PACCOR of the breadth and
severity of the shock, and the broad deterioration in credit
quality it has triggered.

In terms of corporate governance, PACCOR is controlled by the
private equity firm Lindsay Goldberg which in common with other
financial sponsors typically has tolerance for high leverage in the
companies it controls. However, more positively, Lindsay Goldberg
has demonstrated to support the company's liquidity through the
injection of EUR20 million in September 2019.

LIQUIDITY

Moody's views PACCOR's liquidity profile as adequate. It is
underpinned by (1) approximately EUR36 million cash on balance
sheet at the end of March 2020; (2) EUR18 million availability
under its EUR50 million RCF; and (3) several factoring
arrangements, both on and off-balance sheet, which are expected to
be renewed on an ongoing basis. These sources are sufficient to
cover restructuring costs, working capital intra-year requirements,
maintenance and project-based capital spending and mandatory EDV
debt repayments.

The RCF has a net senior leverage springing covenant (7.47x) to be
tested only when the RCF drawings exceed 35% of the total
commitment. Moody's expects satisfactory headroom under this
covenant in the next 12-18 months.

STRUCTURAL CONSIDERATIONS

The company's B2-PD PDR is in line with the CFR, reflecting the
assumption for a 50% family recovery rate because of the all-bank
debt structure and no financial maintenance covenant. The B2
instrument ratings assigned to the EUR317 million senior-secured
term loan B due 2025 and the EUR50 million senior-secured RCF due
2024 are also in line with the CFR, reflecting the relatively
limited size of the EUR70 million second lien, rated at Caa1. The
debt facilities are secured by pledges over shares, certain bank
accounts and receivables, and they are guaranteed by all material
subsidiaries representing at least 80% of EBITDA calculated on a
non-consolidated basis. The first lien and the RCF rank pari passu,
but ahead of the second lien upon enforcement. Moody's also notes
the presence of a EUR150 million shareholder loan (or EUR167
million including capitalized interests) in the capital structure,
which is treated as equity.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the current uncertainty on PACCOR's
ability to improve its EBITDA delivering on its cost saving
programme and to reduce its leverage towards 6.0x during 2020.

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

Given the negative outlook, an upgrade is unlikely in the near
term. The outlook could be changed to stable if the companies
achieves the targeted improvements with leverage falling to c.6.0x.
In the medium term, upward pressure on the ratings could develop if
(1) the company improves its scale and profitability; (2) its
Moody-adjusted debt/EBITDA falls below 5.0x on a sustained basis;
and (3) its free cash flow (FCF)/debt increases above 5%, while
liquidity remains adequate.

Negative pressure on the ratings could arise if (1) PACCOR's
operating performance does not improve as of result of targeted
cost savings initiatives; (2) its Moody-adjusted debt/EBITDA
remains sustainably above 6.0x; or (3) the company's liquidity
deteriorates materially. Negative pressure will also arise in case
of material debt funded acquisitions.

LIST OF AFFECTED RATINGS

Issuer: PACCOR Holdings GmbH

Affirmations:

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Outlook Action:

Outlook, Changed To Negative From Stable

Issuer: PACCOR Packaging GmbH

Affirmations:

Backed Senior Secured Bank Credit Facility, Affirmed B2

Backed Senior Secured 2nd lien Bank Credit Facility, Affirmed Caa1

Outlook Action:

Outlook, Changed To Negative From Stable

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.

COMPANY PROFILE

Headquartered in Dusseldorf, Germany, PACCOR Holdings GmbH is a
producer of rigid plastic packaging for food and non-food within
consumer goods end markets. In 2019, PACCOR generated revenue of
EUR590 million, pro forma for EDV, and EBITDA of EUR74 million (as
Moody's adjusted), employing over 3,400 people. Since August 2018,
the company is owned by private equity firm Lindsay Goldberg.


PARK LUXCO 3: Moody's Alters Outlook on B2 CFR to Negative
----------------------------------------------------------
Moody's Investors Service has confirmed the ratings of Park LuxCo 3
S.C.A., a Germany-based European parking operator, including the B2
corporate family rating and the B2-PD probability of default
rating. The B2 ratings on the senior secured credit facilities at
APCOA Parking Holdings GmbH have also been confirmed. Concurrently,
Moody's has assigned a B2 rating to the new EUR68 million senior
secured term loan B2, which will rank pari passu with the existing
senior secured credit facilities. The outlook on both entities has
been changed to negative from ratings under review.

This concludes the review for downgrade that was initiated on April
2, 2020.

Net proceeds of EUR60 million from the term loan, alongside the
EUR40 million of new equity, will be used for general corporate
purposes and act as a liquidity buffer.

"Its rating action balances the improved liquidity profile,
assuming the transaction completes as envisaged, against the risk
that Apcoa's credit metrics will remain weak for its B2 ratings
over the next 12-18 months because of the increased debt, but also
the impact that the coronavirus will have on the company's earnings
and cash flow", says Eric Kang, a Moody's Vice President -- Senior
Analyst and lead analyst for Apcoa. "We also expect the pace of
recovery to be relatively slow in the travel, trade and
hospitality, and shopping centre end markets because social
distancing measures and travel restrictions will likely remain in
place for several months", 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 its earnings and cash flow but recover to some degree in
2021 as the negative effects from the coronavirus outbreak begin to
ease. Moody's expects Moody's-adjusted debt/EBITDA could
temporarily increase to around 9.5x in 2020 from around 6.0x in
2019 (post IFRS16) and could remain above 7.0x in 2021 (post
IFRS16). Moody's forecasts that Moody's-adjusted free cash flow
generation will likely be materially negative at around EUR40
million to EUR50 million in 2020 and only reach breakeven levels in
2021. Moody's regards the coronavirus outbreak as a social risk
under its ESG framework given the substantial implications for
public health and safety.

While confinement measures across the company's core geographies
are being gradually lifted and Apcoa has been witnessing a
relatively rapid recovery in its main city centres and shopping
areas end markets, Moody's anticipates the pace of recovery will be
relatively slow in some of the company's end markets -- notably in
travel, trade and hospitality, and out-of-town shopping centres.
This is because certain social distancing measures or travel
restrictions will likely remain in place for several months and
this will likely limit car usage and the need for car parking.

Moody's views Apcoa's liquidity as adequate provided that the new
term loan completes as envisaged and owners inject the EUR40
million equity as planned. As of December 2019, the company had
EUR187 million of cash and cash equivalents pro forma the new term
loan and the equity injection, but had fully drawn the EUR35
million revolving credit facility in March 2020.

The company has also requested a suspension of the net leverage
maintenance covenant test until March 2022. During that period, the
company will need to comply with a minimum liquidity test of EUR10
million. The nearest debt maturity is the RCF, which expires in
March 2023.

RATING OUTLOOK

The negative outlook reflects the risk that the company's key
credit metrics will remain outside the parameters to maintain the
B2 ratings over the next 12-18 months as outlined below.

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

Moody's could take negative rating action on Apcoa's ratings if the
transaction does not complete as envisaged. Negative rating action
could also materialize if operating performance does not materially
recover in the coming quarters and this leads to a further
deterioration in credit metrics and liquidity than currently
forecast by Moody's -- for example if Moody's-adjusted debt/EBITDA
remains sustainably above 6.5x. Negative rating pressure could also
develop if changes in customer habits, including less passenger car
travel and car parking, look likely to weaken the company's
operating performance and cash flow over the longer-term.

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

STRUCTURAL CONSIDERATIONS

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

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

COMPANY PROFILE

Apcoa is a leading European parking operator, managing
approximately 1.6 million car parking spaces across approximately
9,000 sites in 13 countries. It generated revenues of EUR716
million in 2019.


ROHM HOLDING: Bank Debt Trades at 21% Discount
-----------------------------------------------
Participations in a syndicated loan under which Rohm Holding GmbH
is a borrower were trading in the secondary market around 79
cents-on-the-dollar during the week ended Fri., May 15, 2020,
according to Bloomberg's Evaluated Pricing service data.   

The $601.5 million facility is a Term loan.  The facility is
scheduled to mature on July 31, 2026.   As of May 15, 2020, the
amount is fully drawn and outstanding.

The Company's country of domicile is Germany.


WITTUR HOLDING: Bank Debt Trades at 27% Discount
------------------------------------------------
Participations in a syndicated loan under which Wittur Holding GmbH
is a borrower were trading in the secondary market around 73
cents-on-the-dollar during the week ended Fri., May 15, 2020,
according to Bloomberg's Evaluated Pricing service data.   

The EUR240.0 million facility is a Pik Term loan.  The facility is
scheduled to mature on September 23, 2027.  As of May 15, 2020, the
amount is fully drawn and outstanding.

The Company's country of domicile is Germany.




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

BLACKROCK EUROPEAN VIII: Fitch Keeps Class F Debt on Rating Watch
-----------------------------------------------------------------
Fitch Ratings is maintaining two tranches of Blackrock European CLO
VIII DAC on Rating Watch Negative, and has affirmed the rest.

  - Class A-1 XS1984234242; LT AAAsf; Affirmed

  - Class A-2 XS1984235132; LT AAAsf; Affirmed

  - Class B-1 XS1984236023; LT AAsf; Affirmed

  - Class B-2 XS1984236700; LT AAsf; Affirmed

  - Class C-1 XS1984237344; LT Asf; Affirmed

  - Class C-2 XS1984238078; LT Asf; Affirmed

  - Class C-3 XS1984238664; LT Asf; Affirmed

  - Class D-1 XS1984239472; LT BBB-sf; Affirmed

  - Class D-2 XS1984240132; LT BBB-sf; Affirmed

  - Class E XS1984240728; LT BBsf; Rating Watch Maintained

  - Class F XS1984240645; LT B-sf; Rating Watch Maintained

  - Class X XS1984234168; LT AAAsf; Affirmed

TRANSACTION SUMMARY

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

KEY RATING DRIVERS

Portfolio Performance Deteriorates

The RWN on the two tranches reflects the deterioration of the
portfolio as a result of the negative rating migration of the
underlying assets in light of the coronavirus pandemic. The
transaction is slightly below target par. Based on the updated
portfolio as of 6 May 2020, assets with a Fitch-derived rating of
'CCC' category or below have increased to 7.9%, which is above the
7.5% portfolio profile test limit. Assets with a Fitch-derived
rating on Negative Outlook represent 25% of the portfolio balance.

The Fitch-weighted average rating factor and recovery rating were
little changed at 33.44 and 65.4% based on the updated portfolio.
Both were passing their respective collateral quality tests.

All other tests, including the overcollateralisation and interest
coverage tests, are passing.

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 current
ratings of the notes class X, A-1/A-2, B-1/B-2, C-1/C-2/C-3 and
D-1/D-2 with shortfalls for class E and F. This supports the
affirmation with Stable Outlook for class X, A-1/A-2, B-1/B-2,
C-1/C-2/C-3 and D-1/D-2 C and the RWN for class E and F.

Asset Quality: 'B'/'B-' Portfolio Credit Quality: Fitch assesses
the average credit quality of obligors in the ' B'/'B-' range. The
Fitch-WARF of the current portfolio is 33.4.

Asset Security: High Recovery Expectations: Senior secured
obligations represented 96% of the portfolio as of the latest
investor report. Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-WARR of the current portfolio is
65.4%.

Portfolio Composition: The top 10 obligors' concentration is 13.6%
and no obligor represents more than 1.6% of the portfolio balance.
The largest industry is business services at 13.7% of the portfolio
balance (excluding cash), followed by healthcare at 10.6% and
computer and electronics at 10%.

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
scenarios 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.

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 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:

  - Upgrades, except the class A notes which are already at the
highest 'AAAsf' rating, 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 CE following
amortisation does not compensate for a larger loss expectation than
initially assumed due to 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 view of its
Leveraged Finance team. Should the transaction's deterioration not
be offset by the deleveraging, the class E to F notes may be
downgraded.

In addition to the base 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%. 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.


STRANDHILL RMBS: Moody's Rates EUR16.60M Class F Notes 'B3'
-----------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to Notes
issued by Strandhill RMBS Designated Activity Company:

EUR221.30M Class A Mortgage Backed Floating Rate Notes due January
2065, Definitive Rating Assigned Aaa (sf)

EUR33.19M Class B Mortgage Backed Floating Rate Notes due January
2065, Definitive Rating Assigned Aa2 (sf)

EUR22.13M Class C Mortgage Backed Floating Rate Notes due January
2065, Definitive Rating Assigned A3 (sf)

EUR16.60M Class D Mortgage Backed Floating Rate Notes due January
2065, Definitive Rating Assigned Baa3 (sf)

EUR11.07M Class E Mortgage Backed Floating Rate Notes due January
2065, Definitive Rating Assigned Ba2 (sf)

EUR16.60M Class F Mortgage Backed Floating Rate Notes due January
2065, Definitive Rating Assigned B3 (sf)

Moody's did not rate the EUR 45.95M Class Z Mortgage Backed Fixed
Rate Notes due January 2065 and the EUR 2.0M Class R Mortgage
Backed Notes due January 2065.

RATINGS RATIONALE

The Notes are backed by a static pool of residential, buy-to-let,
agricultural, commercial real estate, SME and other mortgage loans
secured over properties located in Ireland. The mortgage loans were
originated by ACC BANK plc a commercial lender specialized in the
farming industry which surrendered its banking license in 2014 and
which is fully owned by Cooperatieve Rabobank U.A. ("Rabobank"
Aa3/P-1 LT Deposit). The portfolio of assets amounts to EUR 369
million as of November 30, 2019 cut-off date.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from various credit
strengths such as a static portfolio and an amortising liquidity
reserve fully funded at closing at 0.5% of the initial pool
balance. The liquidity reserve is available to cover shortfall of
senior fees and Class A interest payments; depending on the actual
pool performance it can also increase from the initial 0.5%
required amount by capturing excess spread. In addition, on the
first interest payment date an amortising general reserve fund
sized at 1.0% of the current pool balance will be funded by
principal collections. The general reserve is available for senior
fees and Class A to F interest, its excess amounts releases are
available to cover principal deficiencies.

However, Moody's notes that the transaction features some credit
weaknesses such as limited historical data on defaults, losses and
delinquencies, no data on original property values and high
exposure to SME type of borrower highly concentrated in the farming
industry. In addition, the portfolio has a large exposure to loans
collateralized by rural land (32.6% of closing balance) which are
mainly in favour of SME type of borrowers.

The day-to-day servicing of the portfolio is outsourced to Pepper
Finance Corporation (Ireland) DAC (NR) as servicer. The risk of
servicing disruption is mitigated by structural features of the
transaction. These include, among others, the issuer administrator
acting as a back-up servicer facilitator, who will assist the
issuer in appointing a back-up servicer on a best effort basis upon
termination of the servicing agreement and liquidity coverage of
more than 6 months for the two most senior tranches.

Moody's used a unified approach to analyze a 'mixed-pool'
portfolio, which is a portfolio with two sub-pools of mortgage
loans: one sub-pool made to individuals and another sub-pool made
to small and medium-sized enterprises. This approach combines the
standard EMEA rating methodologies for assessing RMBS and ABS SME
loan portfolios by splitting the portfolio into sub-components.
Taking into account the prevailing debt for each single individual
borrower, Moody's has identified the two sub-pool each representing
50% of the underlying portfolio.

For the RMBS sub-pool Moody's has determined the portfolio expected
loss of 7.00% and MILAN Credit Enhancement of 29%. RMBS Portfolio
expected loss of 7.00% is higher than average in the Irish Prime
RMBS sector and is based on Moody's assessment of the lifetime loss
expectation for the pool taking into account: (i) that no
historical performance data for the originator's portfolio is
available; (ii) benchmarking with comparable transactions in the
Irish market; and (iii) the current level of more than 90 days in
arrears which at the end of April 2020 already is 1.46%. MILAN CE
of 29%: This is higher than Irish Prime sector average and follows
Moody's assessment of the loan-by-loan information taking into
account the following key drivers: (i) lack of original property
valuation; (ii) some exposure to borrowers which are prevalently
residential but also have loans backed by commercial properties and
rural land; (iii) 58% exposure to buy to let; and (iv) a
qualitative adjustment based on the quality of the portfolio
information provided.

For the SME sub-pool Moody's has determined the Portfolio Credit
Enhancement of 51% which is derived by: (i) a mean default rate of
27% over a weighted average life of 4.1 years (equivalent to a
B3/Caa1 proxy rating as per Moody's Idealized Default Rates); (ii)
stochastic recoveries with a mean recovery rate of 45% and a
standard deviation of 20%; and (iii) a coefficient of variation
(i.e. the ratio of standard deviation over the mean default) of
40%, as a result of the analysis of the portfolio concentrations in
terms of single obligors and industry sectors (i.e. 50% Food
Beverage and Tobacco). The 27% mean default rate takes into account
the current economic environment and its potential impact on the
portfolio's future performance, as well as the relatively high
proportion of loans more than 30 days in arrears that as of April
2020 already stands at more than 7% of the sub-pool balance.

For the combined pool, Moody's determined the combined loss
distribution by merging the loss distributions associated with the
two sub-pools. The combined distribution assumes a portfolio
expected loss of 11.4% and Aaa portfolio credit enhancement of
40.0%.

Its analysis has considered the effect of the coronavirus outbreak
on the Irish economy as well as the effects that the announced
government measures, put in place to contain the virus, will have
on the performance of consumer and small businesses assets. The
contraction in economic activity in the second quarter will be
severe and the overall recovery in the second half of the year will
be gradual. However, there are significant downside risks to its
forecasts in the event that the pandemic is not contained and
lockdowns have to be reinstated. As a result, the degree of
uncertainty around its forecasts is unusually high. Moody's regards
the coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.

Principal Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in May
2020.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Factors that may cause an upgrade of the ratings of the Notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of a servicing or cash management interruptions; and (ii) economic
conditions being worse than forecast resulting in higher arrears
and losses.


STRANDHILL RMBS: S&P Assigns BB Rating on EUR16MM Class F Notes
---------------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Strandhill RMBS
DAC's class A to F-Dfrd notes. At closing, the issuer will also
issue unrated class Z and R notes.

Strandhill RMBS is a static RMBS transaction that securitizes a
portfolio of EUR363 million loans secured by a combination of
residential assets, commercial assets, and land, along with about
EUR5.6 million of unsecured loans.

The loans were originated by Agricultural Credit Corporation Loan
Management (ACCLM), originally an Irish state-owned lender to the
agricultural sector, before being acquired by Cooperatieve Rabobank
U.A. in 2002.

Various data limitations were identified within the portfolio. In
particular, limited historical performance data was available in
consideration of the seasoning of the assets, and no original
valuations were provided. In addition, valuation reports for recent
valuation data provided were not available for the audit process.
S&P has considered each of these aspects in its asset analysis, and
believes its assumptions adequately mitigate the absence of this
information.

The transaction features a liquidity and a general reserve fund to
provide liquidity in the transaction. Principal can also be used to
pay senior fees and interest on the most senior class outstanding.

S&P's cash flow analysis indicates that the available credit
enhancement for the class C-Dfrd to F-Dfrd notes is commensurate
with higher ratings than those currently assigned. The ratings on
these notes also reflect their ability to withstand the potential
repercussions of the coronavirus outbreak, including higher
defaults, longer foreclosure timings stresses, additional liquidity
stresses, and borrower concentration, also considering their
relative positions in the capital structure and potential increased
exposure to potential tail end risk.

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

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

COVID-19: 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. Our credit and
cash flow analysis and related assumptions consider the ability of
the transaction to withstand the potential repercussions of the
coronavirus outbreak, namely, higher defaults, longer recovery
timing, borrower concentration risk, and additional liquidity
stresses. Considering these factors, we believe that the available
credit enhancement is commensurate with the ratings assigned."

As the situation evolves, S&P will update its assumptions and
estimates accordingly.

  Ratings

  Class     Rating       Amount (EUR)
  A         AAA (sf)     221,295,000
  B-Dfrd    AA (sf)       33,194,000
  C-Dfrd    A+ (sf)       22,130,000
  D-Dfrd    A- (sf)       16,597,000
  E-Dfrd    BBB (sf)      11,065,000
  F-Dfrd    BB (sf)       16,597,000
  Z         NR            45,947,000
  R         NR             2,000,000

  NR--Not rated.




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

BANCA POPOLARE DI SONDRIO: Fitch Retains BB+/B IDRs, On Watch Neg.
------------------------------------------------------------------
Fitch Ratings has maintained Banca Popolare di Sondrio's 'BB+'
Long-Term Issuer Default Rating and 'bb+' Viability Rating on
Rating Watch Negative.

KEY RATING DRIVERS

IDRS, VR AND SENIOR PREFERRED DEBT

Sondrio's Long-Term IDR, VR, deposit and debt ratings have been
maintained on RWN to reflect uncertainties over the completion of
some meaningful doubtful loan disposals planned by the bank this
year, which, if completed, could offer some protection to the
bank's asset quality from potential deterioration.

In assessing Sondrio Fitch has also considered i) its less diverse
business model than higher-rated peers', and whose ability to
generate revenue is likely to come under pressure; ii) greater
execution challenges in the weaker operating environment, iii) high
capital encumbrance from unreserved impaired loans and a large
exposure to Italian sovereign bonds, which results in counterparty
risk concentration and iv) the link between sovereign risk and the
bank's funding profile and market access.

The ratings of Sondrio also reflect its adequate franchise in its
regions of operations, which results in stable customer deposits
underpinning a sound funding and liquidity profile.

Under Fitch's forecasts, Italy's GDP is likely to contract 8% in
2020 before seeing a partial recovery of 3.7% in 2021. However,
risks to this baseline forecast are tilted to the downside, as
Fitch assumes that coronavirus can be contained in 2H20, leading to
a fairly strong economic rebound in 2021. However, the strength of
the recovery beyond 2021 is highly uncertain, given the underlying
weaknesses of the economy and Italy's poor performance following
the global financial crisis, with only around half of the lost
output regained by 2012.

Sondrio enters the economic downturn with a gross impaired loan
ratio of over 12% at end-1Q20, which is high by domestic and
international standards and a rating weakness. Even if the bank is
able to complete the doubtful loan disposals according to plan by
2020, its impaired loan ratio would remain higher than the industry
average at end-2019. Although government-support schemes should
provide some protection, the effect of the lockdown and downturn
will lead to new impaired loans. In 1Q20, Sondrio further increased
its doubtful loan coverage, which could mitigate the risk of lower
prices for the doubtful loan sales than originally planned.

Fitch believes that Sondrio's ability to generate revenue will
weaken in the deteriorated economic environment with lower revenue
and higher loan impairment charges likely to further affect the
bank's already modest profitability.

While Sondrio's risk-weighted capital ratios (CET1 ratio of 15.3%
at end-1Q20) are at the upper scale of domestic peers' and could
withstand a certain amount of pressure from deteriorating asset
quality, capital encumbrance from unreserved impaired loans is also
in the upper scale (over 50% at end-1Q20), placing the bank in a
comparatively weaker position to absorb severe shocks. In addition,
capitalisation remains at risk from Sondrio's large Italian
government bond holdings. Albeit reduced from its peak of over 300%
of CET1 capital at end-1H18, Italian government bond holdings still
represented a large 200% of CET1 capital at end-1Q20, one of the
largest among medium-sized domestic peers'. Exposure could increase
given the possibility of further investments in Italian sovereign
debt as a result of a higher ECB funding utilisation.

The bank's funding and liquidity profile is sound. Customer
deposits have been stable, benefiting from strong client
relationships. Funding sources are increasingly diversified due to
its access to both secured and unsecured wholesale funding.
Sondrio's ability to access the debt market at reasonable costs
will diminish following Italy's recent downgrade due to reduced
investor appetite for Italian bank risk. Liquidity also remains
sound due to adequate buffers of unencumbered eligible assets and
access to ECB financing, which Fitch expects to increase.

Sondrio's Short-Term IDR of 'B' is in line with its rating
correspondence table for banks with 'BB+' Long-Term IDRs.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating of '5' and Support Rating Floor of 'No Floor'
reflect Fitch's view that, although external support is possible,
it cannot be relied upon. Senior creditors can no longer expect to
receive full extraordinary support from the sovereign in the event
that the bank becomes non-viable.

The EU's Bank Recovery and Resolution Directive and the Single
Resolution Mechanism for eurozone banks provide a framework for the
resolution of banks that requires senior creditors to participate
in losses, if necessary, instead of or ahead of a bank receiving
sovereign support.

SUBORDINATED DEBT

The subordinated debt of Sondrio is notched down twice from its VR
for loss severity to reflect poor recovery prospects. No notching
is applied for incremental non-performance risk because write-down
of the notes will only occur once the point of non-viability is
reached and there is no coupon flexibility before non-viability.

DEPOSIT RATINGS

Sondrio's long-term deposit rating of 'BBB-' is one-notch above the
bank's Long-Term IDR to reflect the protection offered by
lower-ranking senior preferred and tier 2 debt. The one-notch
uplift also reflects its expectation that the bank will maintain
sufficient buffers, given the need to comply with minimum
requirement for own funds and eligible liabilities.

Its short-term deposit rating of 'F3' is in line with its rating
correspondence table for banks with 'BBB-' long-term deposit
ratings.

RATING SENSITIVITIES

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

If Sondrio is unable to reduce its legacy doubtful loans as planned
in the coming months, or the envisaged disposals are subject to
significant delays, the ratings would likely be downgraded to
reflect the bank entering the downturn with particularly weak asset
quality.

Sondrio's IDRs, VR and deposit ratings are also sensitive to the
depth and duration of the economic crisis caused by the pandemic
and its impact on the bank's financial profile. If an economic
recovery in Italy is delayed, resulting in an extended period of
damage to the bank's asset quality, earnings and potentially
capital, which would be difficult to restore in a reasonably short
time frame, the ratings could be downgraded.

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

If the bank is able to complete the doubtful loan disposals as
planned, reducing some of the short-term pressure on its ratings,
the RWN could be removed and the ratings affirmed with an Outlook
that would reflect the bank's circumstances and prospects at that
point in time.

While rating upside is currently limited, Sondrio's ratings could
be upgraded on evidence of a stronger and more stable operating
environment, resulting in a material reduction of impaired loans.
This would ultimately reduce capital at risk from unreserved
impaired loans, assuming risk-weighted capital ratios remain
reasonably strong and better operating profitability prospects.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the Support Rating and upward revision of the Support
Rating Floor of Sondrio would be contingent on a positive change in
the sovereign's propensity to support the bank. In Fitch's view,
this is highly unlikely, although not impossible.

SUBORDINATED DEBT

The subordinated debt's rating is primarily sensitive to changes in
the VR, from which it is notched. The rating is also sensitive to a
change in the notes' notching, which could arise if Fitch changes
its assessment of their non-performance relative to the risk
captured in the VR.

DEPOSIT RATINGS

The deposit ratings are primarily sensitive to changes in the
banks' Long-Term IDR. The long-term deposit rating is also
sensitive to a reduction in the size of the senior and junior debt
buffers.

BEST/WORST CASE RATING SCENARIO

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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).

Banca Popolare di Sondrio-Societa' Cooperativa per Azioni

  - LT IDR BB+; Rating Watch Maintained

  - ST IDR B; Affirmed

  - Viability bb+; Rating Watch Maintained

  - Support 5; Affirmed

  - Support Floor NF; Affirmed

  - Subordinated; LT BB-; Rating Watch Maintained

  - Long-term deposits; LT BBB-; Rating Watch Maintained

  - Senior preferred; LT BB+; Rating Watch Maintained

  - Short-term deposits; ST F3; New Rating


BANCO DI DESIO: Fitch Lowers LongTerm IDR to 'BB+' Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has downgraded Banco di Desio e della Brianza's
Long-Term Issuer Default Rating to 'BB+' from 'BBB-'. The Outlook
is Stable.

KEY RATING DRIVERS

Viability Rating AND IDRs

The downgrade reflects its expectation of the effects that the
economic downturn in Italy will have on Desio's credit profile as
well as the impact of its recent downgrade of Italy's sovereign
rating given the bank's significant sovereign bond exposure.

Under Fitch's forecasts, Italy's GDP is likely to contract 8% in
2020 before seeing a partial recovery of 3.7% in 2021. However,
risks to this baseline forecast are tilted to the downside, as it
assumes that coronavirus can be contained in 2H20, leading to a
fairly strong economic rebound in 2021. However, the strength of
the recovery beyond 2021 is highly uncertain, given the underlying
weaknesses of the economy and Italy's poor performance following
the global financial crisis, with only around half of the lost
output regained by 2012.

The downgrade reflects Fitch's view that, due to the economic
fallout, Desio's asset quality metrics will significantly weaken
relative to its previous expectation, earnings challenges will
intensify due to weaker business volumes and a less diversified
business model than higher rated peers, and loan impairment charges
will increase. This will ultimately add pressure to the bank's
capitalisation, including capital encumbrance from unreserved
impaired loans. The downgrade also reflects greater execution
challenges in the weaker operating environment and high debt
concentration in Italian sovereign risk.

The ratings and Stable Outlook of Desio reflect the relative
strength of its capitalisation and that, under various possible
downside scenarios to its baseline, Fitch expects the bank to
maintain sufficient capital to absorb significant asset-quality
pressures. They also reflect its modest regional franchise, which
has however provided the bank with a loyal and stable customer
funding base, modest operating profitability and large exposure to
Italy's sovereign debt, which results in counterparty risk
concentration.

Desio enters the economic downturn with a gross impaired loans
ratio of 6.4% at end-1Q20, which is significantly lower than in the
past but still high by international standards. The bank is
vulnerable to the economic downturn in Italy, given that its credit
exposure is almost entirely domestic and the bank's presence in
areas that are most affected by the initial lockdown, although
government-support schemes should provide some protection. The
large portion of 'unlikely-to-pay' exposures in Desio's impaired
loan portfolio, which have typically lower coverage, results in
overall impaired loans being 54% covered at end-1Q20, which is
lower than direct domestic peers'.

Desio's profitability is modest, which Fitch expects to suffer from
lower business volumes across banking and wealth management
activities and from higher LICs. The deteriorated operating
environment could render execution challenging in meeting the
bank's business objectives.

Desio's CET1 ratio of 12.9% at end-1Q20 is satisfactory for the
bank's operating environment and rating. It had a manageable level
of net impaired loans in relation to CET1 capital (at about 30% at
end-1Q20) compared with domestic peers. However, along with
asset-quality deterioration, Fitch expects capital encumbrance from
impaired loans to increase, ultimately raising the bank's
vulnerability to severe shocks. Capitalisation remains at risk from
Desio's large holdings of Italian government bonds, which at 260%
of CET1 capital at end-1Q20 is one of the largest among
medium-sized domestic peers.

Desio's wholesale funding is limited and largely in the form of
covered bonds. Funding and liquidity remain nonetheless stable,
owing to the strength of its deposits franchise and manageable
medium-term debt maturities. Liquidity also remains sound due to
adequate buffers of unencumbered eligible assets and access to ECB
financing, which Fitch expects to increase.

Desio's Short-Term IDR has been downgraded to 'B' from 'F3', in
line with its rating correspondence table for banks with 'BB+'
Long-Term IDRs.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating of '5' and Support Rating Floor of 'No Floor'
reflect Fitch's view that, although external support is possible,
it cannot be relied upon. Senior creditors can no longer expect to
receive full extraordinary support from the sovereign in the event
that the bank becomes non-viable.

The EU's Bank Recovery and Resolution Directive and the Single
Resolution Mechanism for eurozone banks provide a framework for the
resolution of banks that requires senior creditors to participate
in losses, if necessary, instead of or ahead of a bank receiving
sovereign support.

DEPOSIT RATINGS

Desio's long-term deposit rating has been removed from RWN and
downgraded to 'BB+', in line with the Long-Term IDR. At below 10%
of risk-weighted assets Desio's outstanding amount of qualifying
subordinated and senior debt does not meet the conditions under its
criteria to allow for a rating uplift to the long-term deposit
rating. This is because Desio's funding strategy prioritises
long-term secured debt issuance, which are not loss-absorbing and
because of uncertainty over future subordinated debt evolution. Its
short-term deposit rating of 'B' is in line with its rating
correspondence table for banks with 'BB+ long-term deposit
ratings.

RATING SENSITIVITIES

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

Desio's IDRs, VR and deposit ratings are sensitive to the depth and
duration of the economic crisis caused by the pandemic and its
impact on the financial profile. If an economic recovery in Italy
is delayed, resulting in an extended period of damage to the bank's
asset quality, earnings and potentially capital, which would be
difficult to restore, the ratings could be downgraded.

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

While rating upside is currently limited, Desio's ratings could be
upgraded on a stronger and more stable operating environment
positively impacting the bank's asset quality, capitalisation,
including capital encumbrance to impaired loans, and on better
operating profitability prospects.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the Support Rating and upward revision of the Support
Rating Floor of Desio would be contingent on a positive change in
the sovereign's propensity to support the bank. In Fitch's view,
this is highly unlikely, although not impossible.

DEPOSIT RATINGS

The deposit ratings are primarily sensitive to changes in the
bank's IDRs. They are also sensitive to an increase in the buffers
of senior and junior debt being issued and maintained by the bank,
or to binding resolution buffers being imposed on and maintained by
the bank.

BEST/WORST CASE RATING SCENARIO

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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).

Banco di Desio e della Brianza S.p.A.

  - LT IDR BB+; Downgrade

  - ST IDR B; Downgrade

  - Viability bb+; Downgrade

  - Support 5; Affirmed

  - Support Floor NF; Affirmed

  - Long-term deposits; LT BB+; Downgrade

  - Short-term deposits; ST B; New Rating


POPOLARE DELL'ALTO ADIGE: Fitch Affirms 'BB+/B' IDRs, Outlook Neg.
------------------------------------------------------------------
Fitch Ratings has affirmed Banca Popolare dell'Alto Adige S.p.A.'s
Long-Term Issuer Default Rating at 'BB+' and removed it from Rating
Watch Negative. A Negative Outlook has been assigned.

The affirmation of the ratings primarily reflects its view that
Volksbank's rating are not immediately at risk from the impact of
the economic downturn, due mainly to the bank's sufficient capital
buffers and stable funding, which benefits from a strong deposit
franchise in the bank's home territories.

The Negative Outlook reflects its view that risks remain clearly
tilted to the downside in the medium-term, especially if the
recession proves deeper or the recovery weaker than its baseline
economic scenario. In this case, Volksbank's ratings might come
under pressure from higher inflows of new impaired loans, weaker
revenue generation and larger credit losses, ultimately resulting
in greater-than-expected capital erosion.

KEY RATING DRIVERS

VIABILITY RATING and IDRs

Volksbank's ratings continue to reflect a franchise that is
geographically concentrated in the wealthy province of Bolzano and
a business model that is less diverse than higher rated peers'.
Risk appetite and underwriting standards are generally
conservative, despite an above-average appetite for Italian
sovereign debt.

Capitalisation underpins the ratings, owing to adequate buffers
over regulatory requirements and significantly reduced capital
encumbrance by unreserved impaired loans. Volksbank's loyal
customer deposit base also provides stability to funding. Asset
quality and profitability are relative rating weaknesses and are
expected to deteriorate further as a result of the economic
downturn.

Volksbank enters the economic downturn with a gross impaired loans
ratio of 7.4% at end-2019, which is well below the bank's peak of
15.8% at end-2016 and broadly in line with the domestic average of
8% but high by international standards. Fitch considers Volksbank's
asset quality particularly vulnerable to the economic downturn
given the significance of the bank's direct and indirect exposure
to the tourism industry, which is an important contributor to the
economy of Bolzano but also particularly vulnerable to containment
measures in the current pandemic.

Revenue generation remains weak due to low interest rates and
intense competition in recent years. The bank has maintained good
control of its cost base, although operating efficiency is limited
by its inability to achieve material economies of scale given its
small size. Loan impairment charges weighed on Volksbank's weak
operating profitability in 2019, reflecting the need to gradually
increase impaired loans coverage. Fitch expects profitability to
suffer from lower business volumes and higher LICs in 2020 and
beyond. The deteriorated operating environment will also make it
more difficult for Volksbank to implement its strategic and
commercial initiatives.

Volksbank's CET1 ratio of 12.7% at end-2019 was adequate and had
satisfactory buffers over Supervisory Review and Evaluation Process
requirements. CET1 capital encumbrance by unreserved impaired loans
of about 27% also compared well with most domestic peers',
including the larger and higher rated ones', and was well below the
peak of 85% at end-2015. However, Fitch believes that
capitalisation remains at risk of erosion from potentially weaker
profitability and deteriorating asset quality. Capitalisation also
remains exposed to risks arising from Volksbank's large Italian
sovereign bond holdings, which at end-2019 accounted for about 277%
of CET1 capital, one of the highest among Italian peers.

Volksbank's funding is stable and underpinned by a growing customer
deposit base. Overall funding diversification remains limited and
Fitch believes that the bank's ability to access the debt market at
times of heightened volatility is uncertain, despite the bank
completing its inaugural covered bond issuance in 2019. ECB
utilisation is moderate but Fitch expects that it could increase
further given the very favourable economic terms of the new TLTRO
III instruments. Liquidity is sound, supported by healthy buffers
of liquid assets.

Volksbank's Short-Term IDR of 'B' is in line with its rating
correspondence table for banks with 'BB+' Long-Term IDRs.

DEPOSIT RATINGS

The long-term deposit rating of Volksbank is in line with its
Long-Term IDR of 'BB+'. This is because the bank has no binding
resolution requirement and unsecured debt buffers junior to
customer deposits at end-2019 were below the 10% of risk-weighted
assets threshold required to grant an uplift above the IDR under
its Bank Rating Criteria.

Volksbank's 'B' short-term deposit rating is in line with the
bank's 'BB+' long-term deposit rating under Fitch's rating
correspondence table.

SUBORDINATED DEBT

Tier 2 subordinated debt is rated two notches below the VR for loss
severity to reflect poor recovery prospects. No notching is applied
for incremental non-performance risk because write-down of the
notes will only occur once the point of non-viability is reached
and there is no coupon flexibility before non-viability.

SUPPORT RATING AND SUPPORT RATING FLOOR

The SR of '5' and SRF of 'No Floor' reflect Fitch's view that
although external extraordinary sovereign support is possible it
cannot be relied upon. Senior creditors can no longer expect to
receive full extraordinary support from the sovereign in the event
that the bank becomes non-viable.

The EU's Bank Recovery and Resolution Directive and the Single
Resolution Mechanism for eurozone banks provide a framework for the
resolution of banks that requires senior creditors to participate
in losses, if necessary, instead of or ahead of a bank receiving
sovereign support.

RATING SENSITIVITIES

VR and IDRs

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

Volksbank's ratings are sensitive to the depth and duration of the
economic crisis caused by the pandemic and its impact on the bank's
financial profile. Ratings would be downgraded if operating
profitability deteriorates materially and erodes capital, including
capital encumbrance by unreserved impaired loans, to levels that
would no longer be consistent with the current ratings, or if the
bank's gross impaired loans rise significantly above 10% of total
loans without prospects of recovery in the short-term. The ratings
also remain sensitive to deterioration in the bank's funding and
liquidity profile.

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

Fitch could revise the Outlook on Volksbank's Long-Term IDR to
Stable from Negative if asset quality and profitability prove more
resilient to the economic impact of the coronavirus outbreak than
currently envisaged, thus preventing any material decrease in
capital buffers.

Volksbank's company profile and moderate franchise mean Fitch sees
limited room for an upgrade of the bank's VR and IDRs unless the
bank manages to reduce its stock of impaired loans significantly
below current levels while maintaining adequate capitalisation. An
upgrade would also require evidence of stronger and more stable
operating environment and profitability. A more established record
of regular access to the secured and unsecured debt markets could
also benefit the ratings.

DEPOSIT RATINGS

The deposit ratings are primarily sensitive to changes in the
bank's IDRs. They are also sensitive to an increase in the buffers
of senior and junior debt being issued and maintained by the bank,
or to binding resolution buffers being imposed on and maintained by
the bank.

SUBORDINATED DEBT

The rating of subordinated debt is primarily sensitive to changes
in the bank's VR, from which it is notched. The rating is also
sensitive to a change in the notes' notching, which could arise if
Fitch changes its assessment of their non-performance relative to
the risk captured in the VR.

SR AND SRF

An upgrade of the SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support the bank. In Fitch's view, this is highly unlikely,
although not impossible.

BEST/WORST CASE RATING SCENARIO

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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).

Banca Popolare dell'Alto Adige S.p.A.

  - LT IDR BB+; Affirmed

  - ST IDR B; Affirmed

  - Viability bb+; Affirmed

  - Support 5; Affirmed

  - Support Floor NF; Affirmed

  - Subordinated; LT BB-; Affirmed

  - Long-term deposits; LT BB+; Affirmed

  - Short-term deposits; ST B; New Rating


[*] Fitch Cuts 10 Italy-Related CLNs on Sovereign Downgrade
-----------------------------------------------------------
Fitch Ratings has downgraded 10 CLNs (credit-linked notes) exposed
to Italy or Mediobanca - Banca de Credito Finanziario SPA. The
rating action follows its recent downgrades of the Italian
sovereign.

Avenir B.V. 2017-2

  - Series 2017-2 XS1567978553; LT BBB-sf; Downgrade

Signum Finance II plc BTPei GSI Inflation linked CLN 2041

  - BTPei GSI Inflation linked CLN 2041 XS0659372980; LT BBsf;
Downgrade

Avenir CLN 2018-5

  - Series 2018-5 XS1705599758; LT BBB-sf; Downgrade

Avenir B.V. 2016-4

  - Series 2016-4 XS1523958681; LT BBB-sf; Downgrade

Avenir B.V. 2017-4

  - Series 2017-4 XS1640689193; LT BBB-sf; Downgrade

Avenir CLN 2018-1

  - Series 2018-1 XS1701736271; LT BBB-sf; Downgrade

Avenir CLN 2018-2

  - Series 2018-2 XS1705599675; LT BBB-sf; Downgrade

EUR20m Credit Suisse CLN linked to the Republic of Italy due
December 2030

  - EUR20m Credit Suisse CLN linked to the Republic of Italy due
December 2030 XS1289135649; LT BBsf; Downgrade

Avenir B.V. 2016-3

  - Series 2016-3 XS1495518323; LT BBB-sf; Downgrade

Signum Finance II Plc BTPei GSI Inflation Linked CLN 2023

  - BTPei GSI Inflation linked CLN 2023 XS0854395539; LT BBsf;
Downgrade

KEY RATING DRIVERS

Italy's Downgrade

Italy is the weakest link risk-presenting entity for Signum Finance
II Plc BTPei GSI Inflation Linked CLN 2023, Signum Finance II plc
BTPei GSI Inflation linked CLN 2041 and EUR20m Credit Suisse CLN
linked to the Republic of Italy due December 2030. Fitch has
downgraded the transactions' ratings following the Italian
sovereign's downgrade. Italy's rating, when determining the
tranches' ratings through its Two-Risk CLN Matrix, is notched down
once, because an Italian debt restructuring will be an event of
default for these transactions.

Mediobanca's Rating Depends on Italy's

Mediobanca, weakest link in Fitch-rated Avenir transactions, has a
rating that depends on the Italian sovereign rating. In response to
the downgrade on Italy Fitch has also downgraded Mediobanca's
rating to 'BBB-' with Stable Outlook. Fitch has applied
Mediobanca's lower rating in Fitch's Two-risk CLN Matrix to
determine the tranches' new ratings.

Criteria Observation Resolved on Risk-Presenting Entities

Fitch-rated Avenir transactions were placed Under Criteria
Observation because Bank of New York Mellon S.A./N.V., their
additional risk-presenting entity, was placed UCO after Fitch
reviewed its Bank Rating Criteria. The UCO on BNY has since been
resolved by an upgrade of the bank to 'AA' with Stable Outlook.
Fitch has applied BNY's upgraded rating under Fitch's Two-Risk CLN
Matrix to determine Avenir transactions' ratings and resolve the
UCO.

Coronavirus Impact

The CLN ratings are affected by changes in the ratings of their
risk-presenting entities. These may be affected by the economic
fallout from the spread of coronavirus.

RATING SENSITIVITIES

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

Avenir B.V. 2016-3, Avenir B.V. 2016-4, Avenir B.V. 2017-2, Avenir
B.V. 2017-4, Avenir B.V. 2018-1, Avenir B.V. 2018-2, Avenir B.V.
2018-5:

Mediobanca is upgraded one notch to 'BBB': 'BBBsf'

BNY is upgraded one notch to 'AA+': 'BBB-sf'

Mediobanca and BNY are each upgraded one notch to 'BBB' and 'AA+'
respectively: 'BBBsf'

Signum Finance II Plc BTPei GSI Inflation Linked CLN 2023 and
Signum Finance II plc BTPei GSI Inflation linked CLN 2041:

Italy is upgraded one notch to 'BBB': 'BB+sf'

Goldman Sachs International is upgraded one notch to 'AA-':
'BB+sf'

Italy and Goldman Sachs International are each upgraded one notch
to 'BBB' and 'AA-' respectively: 'BBB-sf'

EUR20m Credit Suisse CLN linked to the Republic of Italy due
December 2030

Italy is upgraded one notch to 'BBB': 'BB+sf'

Credit Suisse AG is upgraded one notch to 'A+': 'BBsf'

Italy and Credit Suisse AG are each upgraded one notch to 'BBB' and
'A+' respectively: 'BB+sf'

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

Avenir B.V. 2016-3, Avenir B.V. 2016-4, Avenir B.V. 2017-2, Avenir
B.V. 2017-4, Avenir B.V. 2018-1, Avenir B.V. 2018-2, Avenir B.V.
2018-5:

Mediobanca is downgraded one notch to 'BB+': 'BB+sf'

BNY is downgraded one notch to 'AA-': 'BBB-sf'

Mediobanca and BNY are each downgraded one notch to 'BB+' and 'AA-'
respectively: 'BB+sf'

Signum Finance II Plc BTPei GSI Inflation Linked CLN 2023 and
Signum Finance II plc BTPei GSI Inflation linked CLN 2041:

Italy is downgraded one notch to 'BB+': 'BB-sf'

Goldman Sachs International is downgraded one notch to 'A': 'BBsf'

Italy and Goldman Sachs International are each downgraded one notch
to 'BB+' and 'A' respectively 'BB-sf'

EUR20m Credit Suisse CLN linked to the Republic of Italy due
December 2030

Italy is downgraded one notch to 'BB+': 'BB-sf'

Credit Suisse AG is downgraded one notch to 'A-': 'BBsf'

Italy and Credit Suisse AG are each downgraded one notch to 'BB+'
and 'A-' respectively: 'BB-sf'

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

Fitch has not conducted any checks on the consistency and
plausibility of the information it has received about the
performance of the asset pools and the transactions. 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.

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.




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

GOL FINANCE: Bank Debt Trades at 24% Discount
---------------------------------------------
Participations in a syndicated loan under which Gol Finance SA is a
borrower were trading in the secondary market around 76
cents-on-the-dollar during the week ended Fri., May 15, 2020,
according to Bloomberg's Evaluated Pricing service data.   

The $300.0 million facility is a Term loan.  The facility is
scheduled to mature on August 31, 2020.   As of May 15, 2020, the
amount is fully drawn and outstanding.

The Company's country of domicile is Luxembourg.




=============
M O L D O V A
=============

AVIA INVEST: Moldova Government to Launch Insolvency Proceedings
----------------------------------------------------------------
SeeNews reports that Moldova's government will launch insolvency
proceedings against Avia Invest, the operator of the Chisinau
airport, prime minister Ion Chicu said.

For its part, representatives of Avia Invest's mother company
Komaksavia Airport Invest said the company will file an EUR885
million (US$956 million) lawsuit against the government for what it
claims are unlawful actions, SeeNews relates.

"The company which in 2013 said it will invest in the upgrade of
Moldova's only airport became unable to pay its debts and fell
behind its payment schedule.  As a result, on April 30, 2020 its
accounts were blocked," Mr. Chicu, as cited by SeeNews, said in a
press briefing broadcast by local news portal Unimedia on May 18.
"I can confirm that we have not received any money as of [Tues]day.
That is why we will initiate insolvency proceedings against this
economic agent."

During 2017-2019, Avia Invest accumulated over MDL118 million
(US$6.5 million/EUR6 million) in debts, which it agreed to repay
gradually starting July 2019, SeeNews discloses.  The prime
minister added however, it managed to repay only a little more than
half of its liabilities and currently owes the government some
MDL50 million, SeeNews notes.

According to SeeNews, Mr. Chicu said if the company enters
insolvency, the government will have solid legal grounds to
terminate the 49-year concession contract.

While Mr. Chicu was giving the press briefing, Komaksavia Airport
Invest officials said the company is filling a lawsuit against the
Moldovan government, claiming EUR885 million in compensation over a
recent government decree requesting that Avia Invest transfer half
of their passenger fees to the state budget in order to help
authorities mitigate the economic effects of the coronavirus
outbreak, SeeNews relays.

Cyprus-based Komaksavia Airport Invest owns 95% of Avia Invest.




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

DRYDEN 69: Fitch Maintains B- Rating on F Debt on Watch Negative
----------------------------------------------------------------
Fitch Ratings has maintained two tranches of Dryden 69 on Rating
Watch Negative and affirmed the rest.

Dryden 69 Euro CLO 2018 B.V.

  - Class A-1 XS1984216009; LT AAAsf; Affirmed

  - Class A-2 XS1984217072; LT AAAsf; Affirmed

  - Class A-3 XS1984218120; LT AAAsf; Affirmed

  - Class B-1 XS1984218807; LT AAsf; Affirmed

  - Class B-2 XS1984219441; LT AAsf; Affirmed

  - Class C-1 XS1984220456; LT Asf; Affirmed

  - Class C-2 XS1984221348; LT Asf; Affirmed

  - Class D XS1984222155; LT BBB-sf; Affirmed

  - Class E XS1984222585; LT BB-sf; Rating Watch Maintained

  - Class F XS1984222742; LT B-sf; Rating Watch Maintained

  - Class X XS1984213915; LT AAAsf; Affirmed

TRANSACTION SUMMARY

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

KEY RATING DRIVERS

Portfolio Performance Deteriorates:

The RWN on the 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
transaction is slightly below target par. The trustee reported
Fitch weighted average rating factor test is in breach, and the
Fitch-calculated WARF of the portfolio increased to 35.7 at May 11,
2020 compared to the trustee-reported WARF of 34.71.

The 'CCCsf' or below category assets (including non-rated assets)
represent, according to Fitch's calculation, 7.14%, which is below
the 7.5% limit. All other tests, including the
overcollateralisation and interest coverage tests, pass.

Asset Quality:

'B'/'B-' Portfolio Credit Quality: Fitch considers the average
credit quality of obligors to be in the 'B'/'B-' range.

Asset Security:

High Recovery Expectations: Senior secured obligations comprise at
least 96% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch weighted average recovery rate (WARR)
of the current portfolio is 62%.

Portfolio Composition:

The top 10 obligors' concentration is 21.1% and no obligor
represents more than 3% of the portfolio balance. The largest
industry is business services at 19.82% of the portfolio balance,
followed by chemicals at 13.53% and retail at 8.3%.

Cash Flow Analysis:

Fitch used a customised proprietary cash flow model to replicate
the principal and interest waterfalls and the various structural
features of the transaction, as well as to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests. The transaction was modelled using the current portfolio
based on both the stable and rising interest rate scenario and the
front-, mid- and back-loaded default timing scenario as outlined in
Fitch's criteria. In addition, Fitch also 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 rating for class E is one notch below the current
ratings. The committee decided to deviate from the model-implied
rating on mentioned class given these were driven by the
back-loaded default timing scenario only. The committee
nevertheless decided to affirm the ratings on class E. The ratings
are in line with the majority of Fitch-rated EMEA CLOs. The RWN was
maintained as it shows shortfalls even at the current rating and in
the coronavirus sensitivity scenario as described below.

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

RATING SENSITIVITIES

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

At closing, Fitch uses a standardised stress portfolio customised
to the specific portfolio limits for the transaction as specified
in the transaction documents. Even if the actual portfolio shows
lower defaults and losses (at all rating levels) than Fitch's
Stress Portfolio assumed at closing, an upgrade of the notes during
the reinvestment period is unlikely. This is because the portfolio
credit quality may still deteriorate, not only by natural credit
migration, but also because of reinvestment. After the end of the
reinvestment period, upgrades may occur in the event of a
better-than-expected portfolio credit quality and deal performance,
leading to higher notes' credit enhancement and excess spread
available to cover for losses on the remaining portfolio.

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

Downgrades may occur if the build-up of the notes' CE following
amortisation does not compensate for a higher loss expectation than
initially assumed due to an unexpectedly high level of default and
portfolio deterioration. As the disruptions to supply and demand
due to the 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 its Leveraged Finance team.

Coronavirus Baseline Scenario Impact: Fitch carried out a
sensitivity analysis on the target portfolio to determine the
coronavirus baseline scenario. The agency notched down the ratings
for all assets with corporate issuers on Negative Outlook
regardless of sector. This scenario demonstrates 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 crisis, where by all ratings in the 'B'
category would be downgraded by one notch and recoveries would be
15% lower. For typical European CLOs, this scenario results in a
category rating change for all ratings.

BEST- AND WORST-CASE RATING SCENARIOS

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.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

SOURCES OF INFORMATION

The monthly investor report as of March 31, 2020 is provided by the
trustee and the collateral file as of April 30, 2020 is provided by
the collateral manager.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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


SCHOELLER PACKAGING: S&P Lowers ICR to 'B-', Outlook Negative
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit and issue
ratings on returnable plastic packaging producer Schoeller
Packaging B.V. and its senior secured notes to 'B-' from 'B'.

S&P said, "We expect weaker revenue and EBITDA in 2020 as a result
of the COVID-19 pandemic. The current lockdown measures implemented
by European and U.S. governments have led to materially lower
growth expectations for 2020. Schoeller Packaging derives about 13%
of its revenue from the auto industry and 17% from the industrial
manufacturing sector. Both sectors are likely to see negative
growth in 2020. We therefore believe that Schoeller Packaging's
revenue could drop by about 7% in 2020. Despite this, we expect S&P
Global Ratings-adjusted EBITDA margin will remain at about 11% as
lower fixed-cost absorption is offset by lower extraordinary costs
and additional sales of new, higher-margin products launched in
2019. We expect modest revenue recovery in 2021, supported by the
gradual opening of economies, as the spread of COVID-19 is
contained.

"We now forecast FOCF will remain negative in 2020 as revenue
weakens. We continue to believe that Schoeller Packaging's small
scale makes its cash flow generation vulnerable to unforeseen
events. Although we expect adjusted FOCF to remain negative, we
expect an improvement from negative EUR52 million in 2019. Our
adjustments to FOCF mainly exclude the EUR23 million additional
drawings under the group's factoring programs in 2019. The
improvement will reflect lower capital expenditure (capex) of EUR30
million, versus EUR39 million in 2019, and tighter working capital
management. Although we continue to assess liquidity as adequate,
we believe that further negative FOCF could weaken it in the coming
12 months.

"We expect S&P Global Ratings-adjusted debt to EBITDA to exceed
7.5x at year-end 2020 and gradually recover in 2021. We expect the
increase in S&P Global Ratings-adjusted leverage to stem from lower
EBITDA and additional drawings under the revolving credit facility
(RCF) made in first-quarter 2020 (as a precautionary measure to
strengthen liquidity). As of March 31, 2020, the company had drawn
additional EUR17 million under its RCF. We expect leverage to
return to below 7.0x in 2021 as economies recover and EBITDA
improves. The company's S&P Global Ratings-adjusted debt increased
last year after it raised additional EUR40 million when it
refinanced its senior secured notes in October 2019. It also
increased its drawings under its nonrecourse factoring facilities
and overdrafts."

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."

The negative outlook reflects the possibility of a downgrade in the
next 12 months if FOCFs remain negative and liquidity
deteriorates.

S&P could lower the ratings on Schoeller Packaging if:

-- S&P forecasts the company's EBITDA and FOCF will deteriorate
beyond our expectations; or

-- Liquidity deteriorates, leading to a shortfall in the next 12
months.

S&P could consider revising the outlook to stable if:

-- Schoeller Packaging generates positive and more material FOCF
on a sustained basis (most likely due to EBITDA improvements and a
reduction in expansionary investments); and,

-- S&P does not expect any further deterioration in liquidity in
the coming 12 months.




===========
N O R W A Y
===========

NORWEGIAN AIR: Two Leasing Companies Become Biggest Shareholders
----------------------------------------------------------------
Richard Milne at The Financial Times reports that two of the
world's largest aircraft leasing companies, including one
controlled directly by the Chinese state, have become the biggest
shareholders in Norwegian Air Shuttle as the embattled low-cost
airline sealed its government-backed rescue.

According to the FT, Norwegian said on May 20 that Ireland's AerCap
will own 15.9% while BOC Aviation, majority owned by Chinese
state-controlled Bank of China, will have a 12.7% stake after they
convert parts of their lease obligations into shares in Europe's
third-largest, low-cost airline.

The carrier, which has struggled with high debt levels after a
rapid expansion into low-cost, long-haul travel, has unlocked a
NOK3 billion (US$300 million) loan guarantee from the Norwegian
government after Oslo set tough conditions for a rescue including
boosting its equity ratio, the FT discloses.

Norwegian said its equity ratio was now 17%, up from about 5% at
the start of this year, the FT relates.

Norwegian itself has said more support may be needed after the
summer, especially as it forecasts no real return in flying until
next Easter and that operations will only be back to normal by
2022, the FT notes.

Norwegian has converted about NOK12.7 billion in lease obligations
and bonds into equity, all but wiping out the previous
shareholders, the FT states.


PGS ASA: Bank Debt Trades at 48% Discount
-----------------------------------------
Participations in a syndicated loan under which PGS ASA is a
borrower were trading in the secondary market around 52
cents-on-the-dollar during the week ended Fri., May 15, 2020,
according to Bloomberg's Evaluated Pricing service data.  The bank
debt traded around 57 cents-on-the-dollar for the week ended May 8,
2020.

The $523 million facility is a Term loan.  The facility is
scheduled to mature on March 19, 2024.   As of May 15, 2020, the
amount is fully drawn and outstanding.

The Company's country of domicile is Norway.



=============
R O M A N I A
=============

[*] Fitch Takes Action on 5 Romanian Banks on Coronavirus Impact
----------------------------------------------------------------
Fitch Ratings has taken rating actions on five Romanian banks in
light of the coronavirus outbreak in Europe, including downgrading
UniCredit Bank S.A. to 'BB+' from 'BBB-' and revising the Outlook
on Banca Transilvania and Garanti Bank S.A. to Negative from
Stable.

The Long-Term Issuer Default Ratings of BT, GBR, Banca Comerciala
Romana and ProCredit Bank SA, have been affirmed.

The rating actions reflect its assessment of risks to the banks'
credit profiles resulting from the economic implications of the
pandemic. The ultimate implications for banks' credit profiles are
unclear, but Fitch considers the risks to be skewed to the
downside.

Fitch's updated baseline is for Romanian GDP to contract 5.9% this
year (a large 9.2pp swing from the previous rating action in
November), before returning to 5.3% growth in 2021. However, Fitch
sees significant downside risk given the rapidly evolving impact of
the pandemic and possible extensions in containment measures.

Romanian authorities have taken monetary and fiscal measures to
support the private sector, which should be positive for the banks.
Nonetheless, Fitch expects asset quality to weaken compared with
previous expectations and earnings to come under pressure from
lower business volumes, higher loan impairment charges and pressure
on net interest margins resulting from a 50bp cut in the policy
interest rate. Fitch recently revised the sector outlook for
Romanian banks to negative. Fitch has also revised the outlook on
its 'bb+' assessment of the operating environment for Romanian
banks to negative from stable, reflecting both the
coronavirus-related pressures and the revision of the Outlook for
Romanian sovereign rating to Negative from Stable.

KEY RATING DRIVERS

IDRS, SUPPORT RATING AND SENIOR DEBT

The IDRs of BT and GBR are driven by their intrinsic
creditworthiness as expressed by their Viability Ratings. In its
view GBR is sufficiently independent from its direct parent,
Turkiye Garanti Bankasi A.S. (Garanti BBVA, B+/Negative), and
internal and regulatory restrictions on capital and funding
transfers are sufficiently strict to allow for GBR to be rated
above Garanti BBVA.

The negative outlook for the Romanian operating environment and
expected pressures on the banks' intrinsic creditworthiness
translate into Negative Outlooks for the VR-driven Long-Term IDRs
of BT and GBR.

BCR's, UCBRO's and PCBRO's IDRs and SRs, as well as BCR's senior
debt ratings, reflect potential support from the banks' respective
majority owners, Erste Group Bank AG (Erste, A/RWN), UniCredit Spa
(UCI; BBB-/Stable) and ProCredit Holding AG & Co. KGaA (PCH,
BBB/Stable).

The SR of '5' and Support Rating Floor of 'No Floor' for BT reflect
Fitch's view that sovereign support for senior creditors, while
possible, can no longer be relied upon, as for most other
commercial banks in the EU, following the adoption of the Bank
Recovery and Resolution Directive.

The support-driven IDR of BCR is constrained by Romania's 'BBB+'
Country Ceiling. Absent country risk constraints, BCR would be
rated one notch below its parent. The Negative Outlook reflects
that on the Romanian sovereign's IDR and Fitch's expectation that
the Romanian Country Ceiling will move in tandem with the sovereign
rating.

The support-driven IDRs of UCBRO and PCBRO are one notch below
their respective parents'. The Outlooks on UCBRO's and PCBRO's IDRs
are in line with their respective parents. The downgrade of the
Long-Term IDR and SR for UCBRO reflects the weakening ability of
its parent (UniCredit Spa BBB-/Stable) to provide support as
reflected by the downgrade of the parent's IDR.

In Fitch's view, Erste continues to have a high and UCI a moderate
propensity to support their Romanian subsidiaries, if needed,
because their presence in Romania, where they enjoy high market
shares and strong profitability, remains strategically important.
Its view of support also considers majority ownership, the high
level of operational and management integration between parents and
their Romanian subsidiaries and their limited size relative to
their respective parents, making potential support manageable.
PCBRO represents about 5% of PCH's consolidated assets but it
supports the parent's broader geographic franchise in South-eastern
Europe, which is strategically important to PCH.

GBR's SR is anchored by the 'A-' IDR of Banco Bilbao Vizcaya
Argentaria, Garanti BBVA's majority and controlling shareholder,
which Fitch views as the ultimate source of support.

GBR's SR indicates a limited probability of institutional support
from BBVA due to the low strategic importance of the Romanian
operations for the BBVA group. Fitch would not expect BBVA to
support GBR over and above the support it would extend to Garanti
BBVA. Hence Garanti BBVA's IDR of 'B+', which incorporates Fitch's
view of the risk of government intervention in the Turkish banking
sector, constrains its assessment of support available to GBR at
the 'B+' level. This corresponds to a SR of '4'.

The senior debt rating is in line with BCR's IDR as Fitch expects
the benefit of support from Erste to apply to senior debt in the
same manner as it applies to BCR's IDR.

In line with Fitch's applicable criteria, BCR's Short-Term IDR of
'F2' is the lower of two options available for Long-Term IDR of
'BBB+' as the Long-Term IDR based on institutional support is
constrained by the Romanian Country Ceiling.

VRs

Fitch has affirmed the VRs of BT at 'bb+', BCR at 'bb+', UCBRO at
'bb' and GBR at 'bb-'. In its view the economic fallout from the
coronavirus crisis represents a medium-term risk to the VRs of the
four banks. Fitch believes it creates downside risks to its
assessment of the banks' asset quality and profitability relative
to when it last reviewed the ratings and is reflected in the
negative outlooks for these factors.

In its view BT and BCR enter the economic downturn from a position
of relative strength, given their strong domestic franchise,
well-diversified credit exposures, solid earnings and
capitalisation and strong deposit-driven funding and liquidity.
UCBRO's business model is more skewed towards corporate customers.
Compared with higher-rated Romanian banks, it has moderately weaker
asset quality, earnings and capitalisation, although the latter has
been bolstered by retention of 2019 profits.

The four banks' CET1 capital buffers are above revised regulatory
minimums (between 8% and 10% of gross loans) and provide sizeable
loss absorption capacity. BCR and BT have also substantial earnings
headroom to cushion the potential materially higher costs of risk
and revenue pressures. Earnings headroom is moderately weaker at
UCBRO and GBR.

Fitch has downgraded PCBRO's VR to 'b' from 'b+' because Fitch
expects the pandemic to delay the return to recurring
profitability. These highlights weaknesses of the bank's business
model in the current environment. Further losses, absent parental
support, will also put pressure on PCBRO's capitalisation. Fitch
reflects the pressures on the bank's credit profile in negative
outlooks on the scores for asset quality, earnings & profitability
and capitalisation & leverage.

PCBRO enters the economic downturn from a position of relative
standalone weakness due to the bank's weak business model stability
translating into pre-impairment operating losses in 2017-2019. In
its view the bank's growth strategy is unlikely to lead to an
improvement in recurring pre-impairment profitability in the
short-term while rising cost of risk will further depress
earnings.

The bank's overall strong asset quality will also come under
pressure from increased restructurings and defaults as the weaker
economic environment affects the bank's target SME clients. Fitch
expects PCBRO's conservative risk appetite to help maintain better
asset-quality metrics than for the wider banking sector.

PCBRO's capital position remains a relative rating strength given
the high regulatory ratios and low encumbrance by unprovisioned
impaired loans. However, Fitch expects losses to continue
throughout 2020 and Fitch sees significant downside risk to the
bank's profitability in 2021. This will gradually erode the bank's
overall strong capital position, absent of the continued capital
support from the parent.

RATING SENSITIVITIES

IDRs (BT, GBR), VRs (all banks)

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

  - The VRs of all banks would be downgraded if they experience a
simultaneous and sharp deterioration in asset-quality and
operating-profitability metrics and, in the case of PCBRO,
deterioration in capital ratios. A downgrade of BT's and GBR's VRs
would lead to a downgrade of the respective banks' IDRs.

BT's and BCR's VRs would also be downgraded if pressures on the
operating environment for Romanian banks materialise to the extent
that would trigger a reassessment to below 'bb+'.

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

  - In the event BCR and BT are able to withstand rating pressure
arising from the pandemic, an upgrade of their VRs and, for BT,
also its Long-Term IDR would be unlikely in the foreseeable future
given their high rating level relative to other rated Romanian
banks' and the Romanian operating environment (bb+).

  - In the event UCBRO is able to withstand rating pressure arising
from the pandemic, the VR could be upgraded if its financial
metrics improve to a level comparable with higher-rated Romanian
banks'.

  - In the event GBR is able to withstand rating pressure arising
from the pandemic, an upgrade of the VR and Long-Term IDR would
require a strengthening of the bank's franchise and a record of
profitable growth while maintaining adequate asset-quality and
capital metrics. An upgrade would also depend on GBR's credit
profile remaining independent from that of Garanti BBVA.

  - In the event PCBRO is able to withstand rating pressure arising
from the pandemic, an upgrade of the VR would require a significant
improvement of the bank's business model, evidenced by a return to
a recurring profitability while maintaining the bank's solid asset
quality and capital position.

IDRs (BCR, UCBRO, PCBRO) and SRs (BCR, UCBRO, PCBRO, GBR)

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

  - BCR's IDR could be downgraded if the Romanian sovereign
Long-Term IDR and Country Ceiling are downgraded.

  - BCR's, UCBRO's and PCBRO's IDRs could be downgraded if the
respective parents' Long-Term IDRs are downgraded (by more than one
notch in the case of BCR) or if the subsidiaries become less
strategically important to their parents. Fitch considers the
latter unlikely.

  - A downgrade of SRs for BCR, UCBRO and GBR would require
multi-notch downgrades and, for PCBRO, a single-notch downgrade of
their respective parents' Long-Term IDRs or a significant decrease
in their strategic importance for their respective banking groups.

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

  - An upgrade of BCR's IDRs and SR would require an upgrade of
Romania's sovereign Long-Term IDRs and Country Ceiling, which is
unlikely given that the Outlook is Negative on the IDR.

  - An upgrade of UCBRO's and PCBRO's IDRs would require an upgrade
of the respective parents' IDRs and Fitch's view that their
strategic importance to their parents has not diminished.

  - An upgrade of UCBRO's and PCBRO's SRs would require an upgrade
of respective parents' IDRs (multi-notch in the case of PCBRO) and
unchanged strategic importance to the respective parents. In the
case of PCBRO it would also require an upgrade of the Romanian
Country Ceiling.

  - An upgrade of BT's SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support the bank. However, this is highly unlikely, given existing
resolution legislation.

  - GBR's SR is primarily sensitive to changes in Garanti BBVA's
rating, or to an increase in GBR's strategic importance for BBVA,
which Fitch views as unlikely. In the unlikely case of a
multi-notch upgrade of Garanti BBVA's Long-Term IDR, or increased
importance of GBR's strategic importance for BBVA, Fitch could
upgrade GBR's Long-Term IDR, to reflect the flow of institutional
support.

SENIOR DEBT

The senior unsecured notes rating of BCR is primarily sensitive to
a change in its IDR.

BEST/WORST CASE RATING SCENARIO

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

BCR's Long-Term IDR is capped by the Romanian Country Ceiling and
therefore linked to the Romanian sovereign Long-Term IDR. BCR's
IDRs, SR and senior debt ratings are driven by support from Erste
and are therefore linked to the latter's IDR. UCBRO's IDRs and SR
are driven by support from UCI and therefore linked to the latter's
IDR. PCBRO's IDRs and SR are driven by support from PCH and
therefore linked to the latter's IDR.

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).

Banca Transilvania S.A.

  - LT IDR BB+; Affirmed

  - ST IDR B; Affirmed

  - Viability bb+; Affirmed

  - Support 5; Affirmed

  - Support Floor NF; Affirmed

Garanti Bank S.A.

  - LT IDR BB-; Affirmed

  - ST IDR B; Affirmed

  - Viability bb-; Affirmed

  - Support 4; Affirmed

UniCredit Bank S.A.

  - LT IDR BB+; Downgrade

  - ST IDR B; Downgrade

  - Viability bb; Affirmed

  - Support 3; Downgrade

ProCredit Bank S.A.

  - LT IDR BBB-; Affirmed

  - ST IDR F3; Affirmed

  - LC LT IDR BBB-; Affirmed

  - LC ST IDR F3; Affirmed

  - Viability b; Downgrade

  - Support 2; Affirmed

Banca Comerciala Romana S.A.

  - LT IDR BBB+; Affirmed

  - ST IDR F2; Affirmed

  - LC LT IDR BBB+; Affirmed

  - Viability bb+; Affirmed

  - Support 2; Affirmed

  - Senior unsecured; LT BBB+; Affirmed




===============
S L O V E N I A
===============

ADRIA AIRWAYS: Slovenia Puts Trademark Up for Sale for EUR100,000
-----------------------------------------------------------------
Budapest Business Journal reports that Slovenia is offering the
trademark of collapsed flag carrier Adria Airways for sale for
EUR100,000, the company's bankruptcy trustee, Janez Pustaticnik,
said, as cited by SeeNews.

Ms. Pustaticnik said in a public invitation interested bidders can
submit their proposals by July 6, BBJ relates.  The statement read
results of the sale will be announced within 15 days after the
deadline, BBJ notes.

In January, local media reported that Air Adriatic, a Slovenian
company owned by local businessman Izet Rastoder, had bought Adria
Airways' operating license at an auction with a starting price of
EUR45,000, BBJ discloses.

Bankruptcy proceedings against Adria Airways opened in October
after the troubled carrier suspended flights in late September due
to a lack of funds to run its daily operations, BBJ recounts.




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

[*] Fitch Affirms 6 Turkish Banks at 'B+'; Cuts Halk to 'B'
-----------------------------------------------------------
Fitch Ratings has taken multiple rating actions on seven Turkish
banks. It has revised the Outlook on the Long-Term Foreign-Currency
Issuer Default Ratings of Turkiye Garanti Bankasi A.S., T.C. Ziraat
Bankasi and Turkiye Vakiflar Bankasi to Negative from Stable. It
has also downgraded Turkiye Halk Bankasi's LTFC IDR to 'B' from
'B+', which remains on Rating Watch Negative.

The other three banks Akbank T.A.S., Turkiye Is Bankasi, Yapi ve
Kredi Bankasi, have been affirmed, alongside Garanti BBVA, Ziraat
and Vakifbank.

The downgrade of Halk and the Negative Outlooks on Ziraat and
Vakifbank reflect the sovereign's weaker foreign-currency reserves
position, and therefore reduced ability to support the banks in FC
in case of need. This has driven the downward revision of the three
state-owned banks' Support Rating Floors to 'B' from 'B+', as a
result of which their LTFC IDRs are now driven by their Viability
Ratings of 'b'/RWN for Halk and 'b+' for Ziraat and Vakifbank.

The Negative Outlook on Garanti BBVA reflects Fitch's view that the
weakening of Turkey's external finances is increasing the risk of
government intervention in the banking sector, which could impede
the ability of all banks to service FC obligations. Garanti BBVA's
ratings are underpinned by potential shareholder support, but
capped at the 'B+' level due to its assessment of intervention
risk.

The affirmation of the VRs of Akbank, Isbank, YKB, Garanti BBVA,
Ziraat and Vakif at 'b+' reflects their generally still significant
capital and FC liquidity buffers. Halk's lower VR of 'b' mainly
takes into account the bank's weaker loss absorption capacity. The
VRs of Ziraat, Vakif and Halk also factor in the equity injections
which the Turkish authorities plan to complete imminently.

At the same time, risks to all seven banks' standalone credit
profiles have increased as a result of the economic downturn and
financial-market volatility, which heighten pressure on lenders'
asset quality, capitalisation, performance, funding and liquidity.
This drives the Negative Outlooks on the LTFC IDRs of Akbank,
Isbank, YKB, Ziraat and Vakif, and these ratings could be
downgraded if the recovery of the Turkish economy is slower- and
the impact of the pandemic on these banks more severe-
than-expected. Pressure on state banks' ratings is greatest given
their recent more rapid growth and weaker (at Halk and Vakifbank)
loss absorption capacity, notwithstanding their pending capital
increases.

The RWN on Halk's ratings continues to reflect a material risk of
the bank becoming subject to a fine or other punitive measure as a
result of ongoing U.S. legal proceedings, and uncertainty
surrounding the sufficiency and timeliness of support from the
Turkish authorities in case of such measures. Fitch expects to
resolve the RWN upon more clarity on the outcome of the U.S.
investigations and the implications this may have on the bank. The
RWN may be maintained longer than six months if the U.S.
investigations are extended for a longer period of time.

The support-driven LT IDRs of Akbank AG and Ziraat Katilim Bankasi
have been affirmed, in line with their parents, Akbank and Ziraat.

KEY RATING DRIVERS

VRs, LTFC IDRs AND SENIOR DEBT RATINGS OF ALL BANKS

The LTFC IDRs of all seven banks are driven by their VRs, which in
turn reflect the concentration of their operations in the high-risk
and volatile Turkish operating environment. The VRs are supported
by generally still significant capital and FC liquidity buffers and
reasonable performance going into the downturn. Leading franchises
and market shares ranging from 8% to 14% of sector assets underpin
earnings diversification.

However, risks to standalone credit profiles, which were already
significant after the Turkish lira depreciation in 2018 and
economic slowdown in 2H18-2019, have been heightened by the virus
outbreak and lockdown measures. Fitch forecasts Turkey's GDP will
contract 2% in 2020 - representing a 5.7pp decline compared with
its March forecast - followed by a subsequent sharp recovery (4.9%
GDP growth) in 2021. Its baseline scenario assumes that containment
measures will gradually be unwound in 2H20, allowing for recovery
and consequently growth in the broader economy.

Fitch sees material downside risks to its forecasts, however, given
uncertainty over the duration and ultimate impact of the crisis in
Turkey. A second wave of infections or a prolongation of the
lockdown period that leads to a larger-than-expected weakening in
economic growth and an ensuing weaker recovery in 2021 would add to
existing pressures on banks' credit profiles and could result in
rating downgrades.

Monetary policy measures and fiscal support for the private sector
and financial markets - including the latest CBRT interest-rate
cuts and the expanded Credit Guarantee Fund (whereby loans
disbursed under the facility to SMEs and certain retail borrowers
are covered by a Turkish Treasury guarantee up to a certain
non-performing loan (NPL) cap) - should support borrowers'
repayment capacity and banks' ability to grow to a degree, despite
the challenging market conditions. In addition, regulatory
forbearance measures will provide uplift to banks' reported asset
quality, capital and performance metrics over the short-term.

Key forbearance measures include a change in the definition of
impaired loans (to overdue by 180+ days, from 90+ days) and
temporary deferrals on loans falling due in 2Q20. In addition,
banks until end-2020 can use end-2019 exchange rates to calculate
FC risk-weighted assets, while also suspending mark-to-market
losses on securities through equity in their capital-adequacy
calculations. Banks can also apply a zero risk-weighting on FC
government exposures.

Fitch expects underlying asset quality at all seven banks to
deteriorate and impairments to rise despite these policy measures,
given the severity and scale of the current downturn, although to
what extent will ultimately depend on the duration of the crisis
and the pace of recovery. In the short-term, banks' reported
asset-quality metrics will benefit from forbearance, although this
may ultimately serve only to delay recognition of problematic
exposures, in its view.

Pressure on the lira (down 13% against the US dollar YtD in 2020)
will further weigh on banks' FC loan portfolios, given that not all
borrowers are hedged. FC lending is considerable at all banks,
despite significant deleveraging, more notably at privately-owned
lenders, in recent years, and ranged from 28% (Ziraat) to 47%
(Isbank) at end-2019 (on a consolidated basis).

All seven banks also have exposure, to varying degrees, to SMEs,
which are sensitive to the weaker growth outlook. Fitch would
consider rapid SME loan growth outside of the CGF facility as
indicative of banks' high-risk appetites in the current operating
environment. Fitch regards the recently introduced asset-ratio
requirement as moderately credit-negative for Turkish banks given
that it could drive an increase in lending at a time when the
operating environment has weakened. However, Fitch estimates the
banks under review to be already at least close to being compliant
with the required 100% ratio (and comfortably so in the case of
state-owned banks).

Risks to the unsecured portion of banks' retail portfolios (ranging
from 8% of gross loans at Halk to 21% at Garanti at end-2019) are
also heightened by the weaker economy and rising unemployment.
Moderate shares of these are to salary-assigned customers or
pensioners, notably at the state banks, which mitigates the risks.
Retail loans are also almost entirely in local currency.

Banks' exposures to the tourism, aviation, automotive, textiles and
retail trade sectors, among others, are also highly vulnerable to
the downturn from the pandemic. The troubled construction/real
estate and energy sectors remain additional significant sources of
credit risk for all banks given current market illiquidity (real
estate), the lira depreciation (as loans are frequently in FC but
revenues in lira) and weak energy prices (energy lending). Credit
risks are further exacerbated by single-name risk in banks'
corporate and project-finance portfolios.

NPL-to-gross loans and NPL origination ratios at all seven banks
deteriorated in 2019, but remained moderate. The average NPL ratio
(on a consolidated basis) for privately-owned YKB, Garanti BBVA,
Akbank and Isbank rose to 6.7% at end-2019 (end-2018: 4.5%)
compared with 4.7% at Ziraat, Halk and Vakifbank (end-2018: 3.4%).
Ratios at the three state lenders are supported by rapid growth,
but against this they have not historically written off NPLs,
unlike privately-owned banks.

Stage 2 loans also rose across all banks in 2019 (except Garanti
BBVA) and ranged from 7% (Ziraat) to a high 14% (YKB) at end-2019.
Divergence in Stage 2 classification policies makes Stage 2 ratios
difficult to compare across the banks, but the share of
restructured loans has increased in all cases.

Fitch expects the profitability of all seven banks to weaken mainly
as a result of higher impairment charges, as banks provision for
increased risks despite the easing of regulatory loan
classifications. Fitch also expects loan restructuring to weaken
revenue quality. However, margins will continue to benefit in the
short-term from the latest lira rate cuts (notably at the state
banks given their higher share of local-currency deposits), given
that liabilities reprice more quickly than assets, with margins
starting to normalise in 2H20 as loan yields reprice.

Pre-impairment operating profit provides a solid buffer to absorb
credit losses through income statements at most banks, ranging from
3.5% (Vakifbank) to 6.5% (Akbank) of average loans in 2019, but was
significantly lower at Halk (1.7%). Banks also generally hold free
provisions (except Halk); these rose at some banks at end-1Q20 and
ranged from 0.2% of gross loans (YKB) to 0.9% (Garanti) on an
unconsolidated basis, which could be reversed in case of need.
Garanti BBVA and Akbank have a solid record of consistently
outperforming peers. The profitability metrics of the three state
banks have weakened in recent years (exacerbated by the impact of
the US legal proceedings in the case of Halk), despite their
aggressive growth, reflecting margin tightening (mainly reflecting
higher swap costs and higher lira funding costs) and increased
impairment charges.

The reported CET1 ratios ranged from a tight 8.9% at Halk to a
stronger 16.9% at Akbank (on a consolidated basis) at end-1Q20.
Fitch views the CET1 ratios of Halk (8.9%) and Vakifbank (9.7%) as
low for their risk profiles, given their growth appetites, high FC
lending, asset-quality risks and constrained internal capital
generation (in particular at Halk). The reported (consolidated)
CET1 ratios of Isbank (12.5%), YKB (12.5%) and Ziraat (12.8%) are
moderately stronger, while those of Garanti BBVA (14.8%) and Akbank
(16.9%) are the highest among the peer group and significantly
above the sector average. Fitch estimates that forbearance measures
provided an uplift of between about 30bp (Halk) to 165bp (Ziraat)
to banks' end-1Q20 CET1 ratios.

Risks to banks' capital positions have increased as the operating
environment has weakened. In the case of the state banks, capital
ratios have also come under pressure from ongoing rapid loan
growth. Underlying capitalisation is sensitive to lira depreciation
(due to the inflation of FC RWAs), market volatility (due to
revaluations of bond portfolios through equity) and asset-quality
deterioration, particularly in light of high Stage 2 loans.
Nevertheless, regulatory forbearance measures will support reported
capital metrics in the short-term.

In addition, the three state banks are expected to each receive a
TRY7 billion core capital injection from the Turkey Wealth Fund
imminently. Fitch estimates this will boost end-1Q20 CET1 ratios by
115bp at Ziraat and about 180bp-200bp at Halk and Vakifbank.

The seven banks have leading deposit franchises, with high shares
of demand deposits notably in the case of Ziraat, Isbank and
Garanti, which support funding costs. The share of FC deposits at
the banks remains high, reflecting weak confidence in the lira due
to high inflation, local-currency weakness and political
uncertainty. Akbank reported the highest share (61%) of FC deposits
at end-2019 (sector average: 52%; unconsolidated basis), while
Vakifbank had the lowest (44%). Deposits have been broadly stable
across the banks since the start of the crisis despite the pressure
on the lira.

Refinancing risks for Turkish banks have increased due to the
pandemic and the weakening of Turkey's FC reserves position, given
their negative impact on investor sentiment and banks' still high
foreign debt. FC wholesale funding ranged from a moderate 12%
(Halk) to a high 27% (Isbank and YKB) of total funding at end-2019,
despite the banks having reduced their FC external debt since 2018.
Halk reports the lowest FC wholesale funding dependency due to its
more restricted market access in recent years, but as a result is
more reliant on more expensive domestic funding.

Most banks have continued to access external funding markets to
varying degrees so far in 2020, including since the coronavirus
outbreak in some cases. Generally lower rollover rates in the
syndicated loan markets should be considered in light of limited
appetite for FC lending and banks' already sufficient FC liquidity
following fairly rapid FC loan deleveraging in recent years and
increased banking sector deposit dollarisation (notably in 2019).

Banks have sufficient FC liquidity buffers - comprising FX swaps
(largely with the CBRT), cash and interbank placements and
available FC placements at the CBRT - to cover both their maturing
FC wholesale liabilities and 10%-20% of their FC deposits.
Nevertheless, a prolonged market closure and FC deposits outflows
could severely test banks' FC liquidity positions. In addition,
banks' access to FC liquidity has become highly dependent on the
CBRT, and a release of this liquidity would put further pressure on
official FX reserves on the asset side of the central bank's
balance sheet.

ENVIRONMENT, SOCIAL AND GOVERNANCE SCORES

Ziraat and Vakifbank have a governance structure relevance score of
'4' in contrast to a typical relevance influence score of '3' for
comparable banks, reflecting potential government influence over
their boards' strategies and effectiveness in the challenging
Turkish operating environment. Halk has been assigned a governance
structure relevance score of '5', reflecting the elevated legal
risk of a large fine, which drives the RWN on its ratings.

SUPPORT RATINGS, SUPPORT RATING FLOORS, LTLC IDRs OF ZIRAAT, HALK,
VAKIFBANK, ISBANK, AKBANK AND YKB

The SRFs of the six banks have been revised downwards by one notch,
thereby further widening their notching from Turkey's 'BB-' LTFC
IDR. This reflects Fitch's assessment of the authorities' reduced
ability to provide support in FC given the marked weakening in
sovereign net FC reserves. The SRFs of Ziraat, Halk and Vakifbank
have been revised to 'B' from 'B+' and their Support Ratings
affirmed at '4'. The SRFs of Akbank, Isbank and YKB have been
revised to 'B-' from 'B', and their SRs downgraded to '5' from
'4'.

Fitch calculates that the CBRT's net international on-balance sheet
FC reserves fell to USD20 billion at end-March 2020 from
USD37billlion at end-2019. Furthermore, when adjusting this figure
for Turkish banks' FC swap transactions with the CBRT (but adding
back more stable Treasury placements at the central bank), Fitch
calculates the CBRT's net FC reserves to be materially lower, at
about USD9 billion at end-March 2020. Fitch estimates this position
again deteriorated significantly in April 2020. This implies a
marked reduction in the ability of the authorities to provide FC
liquidity support to banks in case of need.

The sovereign net FC reserves position should, however, be
considered in light of Turkey's limited short-term sovereign
external debt requirements. In addition, access to external funding
markets could underpin Turkey's ability to provide FC support to
the banks in case of need, dependent on market conditions. The
government was able to raise FC debt in 1Q20.

The SRFs of Ziraat, Halk and Vakifbank continue to reflect a high
government propensity to provide support, given the banks' majority
state ownership, systemic importance, policy roles (Ziraat, Halk),
significant state-related funding, their role in supporting
Turkey's economic growth and the record of capital support. The
authorities continue to show a strong commitment to support state
banks, as reflected in capital increases in September 2018, April
2019 and now a plan for another in the short-term.

Halk's SR and SRF remain on RWN, reflecting (i) uncertainty about
the severity and nature of punitive measures, if any, to be taken
against the bank as a result of the U.S. case; (ii) geopolitical
tensions between Turkey and the U.S., which could escalate and
raise uncertainty on the authorities' ability and propensity to
provide sufficient and timely support in case a material fine or
other punitive measures are imposed on Halk, and (iii) significant
non-state ownership of the bank, which may complicate the prompt
provision of solvency support, if required.

Following the downward revision of the SRFs of Ziraat, Halk and
Vakifbank, their LTFC IDRs are now driven by their VRs. At the 'B'
level, Halk's LTFC IDR is additionally underpinned by potential
state support.

The Long-Term Local Currency of all three state banks, which are
equalised with Turkey's sovereign LTLC IDR at 'BB-', continue to be
driven by potential state support, reflecting the stronger ability
of the sovereign to provide support in local currency. The Stable
Outlook on these ratings consequently mirrors that on the
sovereign.

The SRFs of Akbank, Isbank and YKB reflect the banks' systemic
importance given their solid market shares and franchises. The
downward revision of their SRFs to 'B-' - the level of the domestic
systemically important bank (D-SIB) SRF for Turkish banks -
reflects its view that support from the Turkish authorities in FC
cannot be relied on given the sovereign's very weak ability, as
reflected in its low net sovereign reserves. The three banks' 'B+'
LTLC IDRs continue to be underpinned by potential state support,
reflecting the sovereign's greater ability to provide support in
local currency. The banks' LTLC IDRs are on Stable Outlook,
mirroring the Outlook on the sovereign.

SUPPORT RATING, LTLC IDR OF GARANTI BBVA

Garanti BBVA's LTFC IDR is underpinned by both institutional
support from BBVA (A-/RWN) and the bank's 'b+' VR. In Fitch's view,
BBVA would have a high propensity to support Garanti BBVA in case
of need, given its strategic importance to the group, ownership,
integration and role within the wider group. BBVA has a 49.9%
minority stake in the bank but controls Garanti BBVA's board and
the bank is consolidated into BBVA's accounts.

Fitch's view of government intervention risk caps Garanti BBVA's
LTFC IDR at 'B+', one notch below Turkey's rating. In Fitch's view,
intervention risks are increasing, given the greater risk of a
stress in Turkey's external finances amid current heightened market
volatility and Turkey's weakened net sovereign FX reserves
position, and this is reflected in the Negative Outlook on Garanti
BBVA's rating.

If pressures on Turkey's external finances continue to increase,
then some form of intervention in the banking system that might
impede banks' ability to service their FC obligations would become
more likely, in Fitch's view. At the same time, Fitch acknowledges
that Turkey's high external funding requirement - a large share of
which is sourced through the banking sector - creates a significant
incentive to retain market access and avoid capital controls.

Garanti BBVA's LTLC IDR of 'BB-', one notch above the bank's LTFC
IDR, is driven by institutional support reflecting its view of a
lower likelihood of government intervention that would impede the
bank's ability to service its obligations in local currency.

NATIONAL RATINGS

The affirmation of all seven banks' National Ratings reflects its
view that their creditworthiness in local currency relative to
other Turkish issuers has not changed. The RWN on Halk's National
Rating reflects that on the LTLC IDR, while all other banks'
National Ratings are on Stable Outlook.

SUBORDINATED DEBT RATINGS OF AKBANK, ISBANK, YKB, VAKIFBANK,
GARANTI BBVA

The subordinated notes ratings of Akbank, Isbank, YKB, and
Vakifbank are notched down from their VR anchor ratings. Fitch has
downgraded the subordinated notes' ratings of all four banks by one
notch, to 'B-' from 'B', and removed them from Under Criteria
Observation. This is in line with the change in Fitch's baseline
notching from the VR for loss-severity to two notches from one
notch for such instruments, reflecting its expectation of poor
recoveries in case of default.

The subordinated notes rating of Garanti BBVA continues to be
notched down once from its LTFC IDR, reflecting its expectation of
below-average recoveries. The choice of the LTFC IDR as anchor
rating reflects its view that, in case of failure, BBVA would
likely seek to restore Garanti BBVA's solvency without imposing
losses on subordinated creditors. Fitch only applies one notch for
loss severity because of the likelihood in Garanti BBVA's case that
a default would be driven by some form of transfer and
convertibility restrictions, rather than a loss of solvency or
liquidity.

SUBSIDIARY COMPANIES (AKBANK AG, ZIRAAT KATILIM BANKASI)

The ratings of Akbank AG and Ziraat Katilim Bankasi are equalised
with those of their parents, reflecting their strategic importance
to, and integration with, their respective groups. Akbank AG's
Deposit Ratings are in line with the bank's support-driven IDRs. In
Fitch's opinion, Akbank AG's debt buffers do not afford any obvious
incremental probability of default benefit over and above the
support benefit factored into the bank's IDRs.

RATING SENSITIVITIES

VRs, LTFC IDRS AND SENIOR DEBT RATINGS

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

The most immediate downside rating sensitivity for the LTFC IDRs of
all banks except Garanti BBVA is the economic and financial market
fallout of the pandemic, given the negative implications for all
banks' asset quality, earnings, capitalisation and funding and
liquidity profiles.

Garanti BBVA's LTFC IDR is primarily sensitive to Fitch's view of
government intervention risk in the banking sector. The ratings
could be downgraded if it assesses this risk as having increased.

In the short-term, support packages and government stimulus
implemented by the authorities will mitigate operating-environment
pressures, while regulatory forbearance will also reduce the impact
on banks reported financial metrics. Nevertheless, further marked
deterioration in the operating environment - in particular relating
to lira depreciation, the growth outlook and external funding
market access - could lead to VR downgrades. The more protracted
and deeper the economic shock, the greater the risks to the banks'
credit profiles and ratings.

In addition, greater-than-expected bank-specific deterioration in
underlying asset quality, erosion of capital or FC liquidity
buffers, or deposit instability that leads to pressure on liquidity
and funding could lead to VR downgrades. In the case of Halk (whose
LTFC IDR is underpinned by its SRF) and Garanti BBVA (whose LTFC
IDR is underpinned by support from BBVA, but sensitive to changes
in Fitch's view of government intervention risks), VR downgrades
would only lead to downgrades of the banks' IDRs if its assessment
of potential support also weakens.

The VRs of Ziraat, Vakifbank and Halk could also be downgraded in
case of further increases in risk appetite, as evidenced by rapid,
above-sector-average loan growth in a weaker economic environment,
or strategic decisions that increase pressure on the banks'
underlying asset quality and capitalisation. All three banks' VRs
could also be downgraded if expected capital support from the
authorities is insufficient to offset continued rapid loan growth,
or if it is not forthcoming on a timely basis.

Halk's VR could also be downgraded if, as a result of the US
investigations, it becomes subject to a fine or other punitive
measure that materially weaken its solvency or negatively affect
its standalone credit profile. The case is ongoing and timing on
the outcome is uncertain.

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

The Outlooks on all banks' IDRs (apart from Halk) could be revised
to Stable if both (1) economic conditions stabilise, thereby
supporting their earnings, asset quality, capital positions and
funding stability; and (2) Fitch believes that the risk of a
further marked deterioration in Turkey's external finances, and
therefore of intervention in the banking system, has abated. In the
case of Halk, the removal of the RWN is dependent upon increased
certainty that the outcome of the investigations would not
materially weaken its capital, or other aspects of its VR.

Upgrades of banks' ratings are unlikely in the near-term given the
Negative Outlooks.

SUPPORT RATINGS, SUPPORT RATING FLOORS, LTLC IDRS AND NATIONAL
RATINGS

The SRs and SRFs of Ziraat, Halk, Vakifbank, Akbank, Isbank and YKB
could be downgraded and revised down respectively if Fitch
concludes further stress in Turkey's external finances materially
reduces the reliability of support for these banks in FC from the
Turkish authorities.

The introduction of bank resolution legislation in Turkey aimed at
limiting sovereign support for failed banks could negatively affect
Fitch's view of support, but it does not expect this in the
short-term.

Halk's SR could be downgraded and the SRF revised lower if the bank
does not receive sufficient and timely support to offset the impact
of any fine or other punitive measures imposed as a result of the
U.S investigation. Conversely, Halk's SR and SRF may be affirmed if
Fitch sees a clear commitment by the Turkish authorities to provide
support to the bank to offset potential punitive actions. However,
the latter would be assessed relative to the sovereign's ability to
provide support in FC.

Downward revision of Halk's 'B' SRF will only result in a downgrade
of its LTFC IDR and FC senior debt ratings if the bank's VR is
simultaneously also downgraded.

The LTLC IDRS of Ziraat, Halk, Vakifbank, Akbank, Isbank and YKB
could be downgraded if the Turkish sovereign is downgraded or Fitch
believes the sovereign's propensity to support the banks has
reduced (not Fitch's base case) or Fitch's view of the likelihood
of intervention risk in local currency increases. Conversely, these
ratings could be upgraded in case of a sovereign upgrade.

Garanti BBVA's LTLC IDR is sensitive to the ability and propensity
of BBVA to provide support and to Fitch's view of intervention risk
in the banking sector.

All banks' National Ratings are sensitive to changes in the
respective banks' LTLC IDRs and relative creditworthiness to other
Turkish issuers.

SUBORDINATED DEBT RATINGS OF AKBANK, ISBANK, YKB, VAKIFBANK,
GARANTI BBVA

The subordinated debt ratings of all five banks are primarily
sensitive to a change in their respective anchor ratings (LTFC IDR
for Garanti BBVA; VRs for other banks).

Garanti BBVA's subordinated debt rating is also sensitive to a
change in notching from the bank's anchor rating due to a revision
in Fitch's assessment of the notes' likely loss severity in case of
default.

SUBSIDIARY AND AFFILIATED COMPANIES

The ratings of Akbank AG and Ziraat Katilim are sensitive to
changes in the Long-Term IDRs of their respective parents.

BEST/WORST CASE RATING SCENARIO

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

SUMMARY OF FINANCIAL ADJUSTMENTS

An adjustment has been made in Fitch's financial spreadsheets for
Akbank, Isbank, and Garanti BBVA that has impacted Fitch's core and
complimentary metrics. Fitch has taken a loan classified as a
financial asset measured at fair value through profit and loss in
the banks' financial statements and reclassified it under gross
loans as Fitch believes this is the most appropriate line in Fitch
spreadsheets to reflect this exposure.

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

Ziraat and Vakifbank each has an ESG relevance score of '4' for
Governance Structure

Halk has an ESG relevance score of '5' for Governance Structure

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

Akbank AG

  - LT IDR B+; Affirmed

  - ST IDR B; Affirmed

  - Support 4; Affirmed

  - Long-term deposits; LT B+; Affirmed

  - Short-term deposits; ST B; Affirmed

Turkiye Cumhuriyeti Ziraat Bankasi A.S.

  - LT IDR B+; Affirmed

  - ST IDR B; Affirmed

  - LC LT IDR BB-; Affirmed

  - LC ST IDR B; Affirmed

  - Natl LT AA(tur); Affirmed

  - Viability b+; Affirmed

  - Support 4; Affirmed

  - Support Floor B; Support Rating Floor Revision

  - Senior unsecured; LT B+; Affirmed

  - Senior unsecured; ST B; Affirmed

Turkiye Garanti Bankasi A.S.

  - LT IDR B+; Affirmed

  - ST IDR B; Affirmed

  - LC LT IDR BB-; Affirmed

  - LC ST IDR B; Affirmed

  - Natl LT AA(tur); Affirmed

  - Viability b+; Affirmed

  - Support 4; Affirmed

  - Senior unsecured; LT BB-; Affirmed

  - Senior unsecured; LT B+; Affirmed

  - Subordinated; LT B; Affirmed

  - Senior unsecured; ST B; Affirmed

Ziraat Katilim Bankasi A.S.

  - LT IDR B+; Affirmed

  - ST IDR B; Affirmed

  - LC LT IDR BB-; Affirmed

  - LC ST IDR B; Affirmed

  - Natl LT AA(tur); Affirmed

  - Support 4; Affirmed

AKBANK T.A.S.

  - LT IDR B+; Affirmed

  - ST IDR B; Affirmed

  - LC LT IDR B+; Affirmed

  - LC ST IDR B; Affirmed

  - Natl LT A+(tur); Affirmed

  - Viability b+; Affirmed

  - Support 5; Downgrade

  - Support Floor B-; Support Rating Floor Revision

  - Senior unsecured; LT B+; Affirmed

  - Subordinated; LT B-; Downgrade

  - Senior unsecured; ST B; Affirmed

Turkiye Is Bankasi A.S.

  - LT IDR B+; Affirmed

  - ST IDR B; Affirmed

  - LC LT IDR B+; Affirmed

  - LC ST IDR B; Affirmed

  - Natl LT A+(tur); Affirmed

  - Viability b+; Affirmed

  - Support 5; Downgrade

  - Support Floor B-; Support Rating Floor Revision

  - Senior unsecured; LT B+; Affirmed

  - Subordinated; LT B-; Downgrade

  - Senior unsecured; ST B; Affirmed

Turkiye Vakiflar Bankasi T.A.O.

  - LT IDR B+; Affirmed

  - ST IDR B; Affirmed

  - LC LT IDR BB-; Affirmed

  - LC ST IDR B; Affirmed

  - Natl LT AA(tur); Affirmed

  - Viability b+; Affirmed

  - Support 4; Affirmed

  - Support Floor B; Support Rating Floor Revision

  - Senior unsecured; LT B+; Affirmed

  - Subordinated; LT B-; Downgrade

  - Senior unsecured; ST B; Affirmed

Yapi ve Kredi Bankasi A.S.

  - LT IDR B+; Affirmed

  - ST IDR B; Affirmed

  - LC LT IDR B+; Affirmed

  - LC ST IDR B; Affirmed

  - Natl LT A+(tur); Affirmed

  - Viability b+; Affirmed

  - Support 5; Downgrade

  - Support Floor B-; Support Rating Floor Revision

  - Senior unsecured; LT B+; Affirmed

  - Subordinated; LT B-; Downgrade

  - Senior unsecured; ST B; Affirmed

Turkiye Halk Bankasi A.S.

  - LT IDR B; Downgrade

  - ST IDR B; Rating Watch Maintained

  - LC LT IDR BB-; Rating Watch Maintained

  - LC ST IDR B; Rating Watch Maintained

  - Natl LT AA(tur); Rating Watch Maintained

  - Viability b; Rating Watch Maintained

  - Support 4; Rating Watch Maintained

  - Support Floor B; Support Rating Floor Revision

  - Senior unsecured; LT B Downgrade




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

BOSPHORUS CLO III: Fitch Cuts Class F Debt to 'B-sf'
----------------------------------------------------
Fitch Ratings has taken multiple rating actions on Bosphorus III
DAC, including downgrades of two tranches and a revision of Outlook
to Stable from Positive.

Bosphorus CLO III DAC

  - Class A 10011UAA7; LT AAAsf; Affirmed

  - Class B 10011UAB5; LT AA+sf; Affirmed

  - Class C 10011UAC3; LT A+sf; Affirmed

  - Class D 10011UAD1; LT BBB+sf; Affirmed

  - Class E 10011UAE9; LT BB-sf; Downgrade

  - Class F 10011UAF6; LT B-sf; Downgrade

TRANSACTION SUMMARY

This is a cash flow CLO mostly comprising senior secured
obligations. The transaction is out of its reinvestment period and
the portfolio is currently amortising.

KEY RATING DRIVERS

Portfolio Performance Deterioration

The downgrades of the two junior tranches reflect deterioration in
the portfolio as a result of the negative rating migration of the
underlying assets in light of the coronavirus pandemic. The
transaction is currently slightly below par. As per Fitch's
calculation, the weighted-average rating factor of the portfolio
has increased to 35 currently, from a reported 32.9 in April 2020.
Assets with a Fitch- derived rating of 'CCC' category or below
represent 8%, while assets with a Fitch-derived rating on Negative
Outlook is at 19% of the portfolio balance. The
overcollateralisation and interest coverage tests are passing.

The model-implied rating of the class E notes is 'B+', but given
the minor shortfall of the breakeven default rate at 'BB-' and
considerable cushion at 'B+', Fitch deems that the class E notes
are still more in line with a 'BB-' rating. Fitch deems that the
class F notes, with credit enhancement of over 10%, provide a
margin of safety against default.

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
current ratings of the class A to D notes with cushions. This
supports the affirmation with a Stable Outlook for these tranches.
The Outlook of the class B notes is revised to Stable from Positive
as it cannot achieve 'AAAsf' rating based on the current portfolio
and the coronavirus baseline scenario. The class E and F notes
remain on RWN, reflecting the shortfall at the current ratings in
the sensitivity analysis.

Asset Credit Quality

'B'/'B-' Category Portfolio Credit Quality: Fitch assesses the
average credit quality of obligors in the 'B'/'B-' category. The
WARF of the current portfolio is 35.

Asset Security

High Recovery Expectations: At least 90% of the portfolios comprise
senior secured obligations. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch's weighted average recovery rate of the
current portfolio is 66.6%.

Portfolio Composition

The portfolio has become more concentrated with the top-10
obligors' exposure at over 40% on portfolio amortisation. The
largest industry is healthcare at 18% of the portfolio balance,
followed by retail at 17% and business services at 8.5%.

Cash-Flow Analysis

Fitch used a customised proprietary cash-flow model to replicate
the principal and interest waterfalls and the various structural
features of the transaction, as well as to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests. The transaction was modelled using the current portfolio
based on both the stable and rising interest rate scenario and the
front-, mid- and back-loaded default timing scenario as outlined in
Fitch's criteria. In addition, Fitch also tests the current
portfolio with a coronavirus sensitivity analysis to estimate the
resilience of the notes' ratings. The analysis for the portfolio
with a coronavirus sensitivity analysis was only based on the
stable interest rate scenario including all default timing
scenarios.

When conducting cash-flow analysis, Fitch's model first projects
the portfolio scheduled amortisation proceeds and any prepayments
for each reporting period of the transaction life assuming no
defaults (and no voluntary terminations, when applicable). In each
rating-stress scenario, such scheduled amortisation proceeds and
prepayments are then reduced by a scale factor equivalent to the
overall percentage of loans that are not assumed to default (or to
be 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:

  - A reduction of the default rate at all rating levels by 25% of
the mean RDR and an increase in the recovery rate by 25% at all
rating levels will result in an upgrade of up to three notches
across the structure.

  - Upgrades, except for the class A notes which are already at the
highest 'AAA' rating, may occur in case of 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. If the asset prepayment speed is
faster-than-expected and outweigh the negative pressure of the
portfolio migration, this may increase credit enhancement and
potentially add upgrade pressure on the 'AAsf' rated notes.
However, upgrade is not expected in the near-term in light of the
coronavirus pandemic.

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

  - An increase of the RDR at all rating levels by 25% of the mean
RDR and a decrease of the RRR by 25% at all rating levels will
result in downgrades of at least three notches but no more than
five notches across the structure.

  - Downgrades may occur if the build-up of credit enhancement
following amortisation does not compensate for a larger loss
expectation than initially assumed due to unexpectedly high 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 view of its Leveraged Finance team. Should deterioration
in the transaction not be offset by deleveraging, the class E to F
notes may be downgraded.

Corona Virus Downside Scenario: In addition to the base 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%. 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 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 the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.


CARNIVAL PLC: Moody's Lowers Sr. Unsec. Rating to Ba1, Outlook Neg.
-------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Carnival
Corporation and Carnival plc including its senior unsecured rating
to Ba1 from Baa3, senior secured rating to Baa3 from Baa2, and
short-term commercial paper rating to non-Prime from P-3.
Concurrently, Moody's assigned a Ba1 Corporate Family Rating,
Ba1-PD Probability of Default Rating, and a Speculative Grade
Liquidity Rating of SGL-2. The Baa3 secured rating includes
Carnival's 2027 notes that transitioned from unsecured to secured
with the closing of the recent debt raise. The outlook is negative.
This concludes the review for downgrade that was initiated on March
11, 2020.

"The downgrades reflect the risks Carnival faces as its operations
continue to be suspended and Moody's expectation of a slow recovery
resulting in financial metrics that are not indicative of an
investment grade rating for the foreseeable future," stated Pete
Trombetta, Moody's lodging and cruise analyst. "Moody's current
assumption is that cruise operations will continue to be suspended
in the US beyond the current July 24 no-cruise order issued by the
Centers for Disease Control and Prevention and available capacity
will be modest for the remainder of 2020 and into early 2021 as the
risk of fully restarting operations before proper safety protocols
are in place far exceed the potential benefits," added Trombetta.
When cruise operations do resume, Moody's assumption is that
deployed cruise ships will have limits on the occupancy for each
ship while social distancing rules remain in place which will lead
to lower ship-level profitability during this period.

Downgrades:

Issuer: Carnival Corporation

  Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa3,
  Previously on Review for Downgrade

  Senior Secured Regular Bond/Debenture, Downgraded to Baa3 (LGD2)
  from Baa2, Previously on Review for Downgrade

  Senior Unsecured Commercial Paper, Downgraded to NP from P-3,
  Previously on Review for Downgrade

  Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
  (LGD4) from Baa3, Previously on Review for Downgrade

Issuer: Carnival plc

  Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa3,
  Previously on Review for Downgrade

  Senior Unsecured Commercial Paper, Downgraded to NP from P-3,
  Previously on Review for Downgrade

  Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
  (LGD4) from Baa3, Previously on Review for Downgrade

Issuer: Long Beach (City of) CA

  Senior Secured Revenue Bonds, Downgraded to Baa3 (LGD2)
  from Baa2, Previously on Review for Downgrade

Assignments:

Issuer: Carnival Corporation

Probability of Default Rating, Assigned Ba1-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Corporate Family Rating, Assigned Ba1

Rating Confirmations:

Issuer: Carnival plc

  Senior Secured Regular Bond/Debenture (Previously Senior
  Unsecured), Confirmed Baa3 (LGD2 assigned), Previously on
  Review for Downgrade

Outlook Actions:

Issuer: Carnival Corporation

  Outlook, Changed To Negative From Rating Under Review

Issuer: Carnival plc

  Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, and asset price declines are creating a severe
and extensive credit shock across many sectors, regions and
markets. The combined credit effects of these developments are
unprecedented. The cruise sector has been one of the sectors most
significantly affected by the shock given its sensitivity to
consumer demand and sentiment. More specifically, Carnival's
exposure to increased travel restrictions has left it vulnerable to
shifts in market sentiment in these unprecedented operating
conditions and the company remains vulnerable to the continued
uncertainty around the potential recovery from the outbreak.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Its action reflects the impact on Carnival from the
breadth and severity of the shock, and the broad deterioration in
credit quality it has triggered.

Carnival's credit profile is supported by its position as the
largest worldwide cruise line in terms of revenues, fleet size and
number of passengers carried, with significant geographic and brand
diversification. Carnival also benefits from its view that over the
long run, the value proposition of a cruise vacation relative to
land-based destinations as well as a group of loyal cruise
customers supports a base level of demand once health safety
concerns have been effectively addressed. In the short run,
Carnival's credit profile will be dominated by the length of time
that cruise operations continue to be highly disrupted and the
resulting impact on the company's cash consumption, liquidity and
credit metrics. The normal ongoing credit risks include Carnival's
near term very high leverage, which Moody's forecasts will exceed
4.0x for at least the next two years, the highly seasonal and
capital intensive nature of cruise companies, competition with all
other vacation options, and the cruise industry's exposure to
economic and industry cycles as well as weather related incidents
and geopolitical events.

The negative outlook reflects Carnival's high leverage and the
uncertainty around pace and level of the recovery in demand that
will enable the company to de-lever to below 4.5x.

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

Factors that could lead to a downgrade include indications over the
coming months that 2021 demand recovery may be weaker than expected
resulting in lower profitability or an expectation that debt/EBITDA
will remain above 4.5x or EBITA/interest expense was stabilized
below 3.0x. Ratings could also be downgraded if the level of free
cash flow deficits deepen in 2020 or should liquidity deteriorate
for any reason. Independent of any change to the Corporate Family
Rating, the unsecured rating could be downgraded if the company
were to issue additional secured debt. The outlook could be revised
to stable if operations resume and demand shows good recovery
trends in 2021 resulting in leverage approaching 4.5x. Given the
negative outlook an upgrade is unlikely over the near term.
However, ratings could eventually be upgraded if the company can
maintain debt/EBITDA below 3.5x, and EBITA/interest expense above
5.0x. A ratings upgrade would also require a financial policy and
capital structure that supports the credit profile required of an
investment grade rating through inevitable industry downturns.

Carnival Corporation and Carnival plc own the world's largest
passenger cruise fleet operating under multiple brands including
Carnival Cruise Line, Holland America, Princess Cruises, AIDA
Cruises, Costa Cruises, and P&O Cruises, among others. Carnival
Corporation and Carnival plc operate as a dual listed company.
Headquartered in Miami, Florida, US and Southampton, United
Kingdom. Annual net revenues for fiscal 2019 were approximately $16
billion.


ELEMENT MATERIALS: Moody's Cuts CFR to B3, Outlook Stable
---------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B2 the
corporate family rating of Element Materials Technology Limited, an
independent provider of materials and product qualification
testing. Concurrently, the rating agency has downgraded Element's
probability of default rating to B3-PD, from B2-PD, and has
downgraded to B2 from B1 the instrument rating of the first lien
facilities borrowed by Greenrock Finance, Inc. and Greenrock Midco
Limited. The outlook has been changed to stable from negative.

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. Demand for
services provided by the testing, inspection, and certification
industry is linked to a range of short- and long-term drivers,
including the underlying levels of economic activity, that have
been significantly impacted by the outbreak.

Its rating action reflects the following drivers:

  - The reduction in revenue and EBITDA expected over the next
12-18 months could result in leverage, as measured by Moody's
adjusted debt / EBITDA, above 7x on a sustained basis.

  - Although timing of any recovery is uncertain and there is a
risk that the coronavirus outbreak may have prolonged negative
effects in Element's core end markets, Moody's expects a baseline
level of demand for the group's critical services from its
customers.

  - Comfortable liquidity position, further supported by decisive
management action on the cost base that allows for significant cash
preservation over the next 12-18 months.

Element's rating continues to reflect (1) the group's
well-established position in its niche markets, supported by high
barriers to entry into the technically demanding testing market and
significant switching costs for customers; (2) the critical and
non-discretionary nature of the group's testing services, which are
dedicated to industries with zero or low tolerance for failure; and
(3) the group's sound liquidity position.

The group's rating is constrained by (1) Element's high adjusted
gross leverage of 6.6x, as at year-end 2019, which Moody's expects
will increase in the next 12-18 months; (2) Element's constrained
free cash flow generation albeit improving on the back of the cost
actions taken by management and (3) the cyclicality of some of
Element's end markets, particularly the potential risk of a
sustained weakening of commercial aerospace.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Element's ratings factor in its private equity
ownership, its financial policy, which is tolerant of high
leverage, and its history of pursuing growth both organically and
via acquisitions which are debt-funded. At the same time, the group
has a well-defined acquisition strategy, good track record of
successfully integrating acquisitions and achieving operational
efficiencies. The group's tolerance for leverage is further
evidenced by the presence of the PIK note held outside the
restricted group, that although not factored into its leverage
calculations, is part of the group's capital structure.

STRUCTURAL CONSIDERATIONS

The B2 instrument rating of the First Lien Facilities, one notch
above the CFR, reflects the presence of the Second Lien Term Loan
Facility, which benefits from the same guarantee and security
package but on a second-lien basis. The B3-PD probability of
default rating is in line with the CFR, reflecting a 50% family
recovery rate typical for debt structures that have a mix of
first-lien and second-lien debt.

LIQUIDITY ANALYSIS

Moody's views Element as benefitting from an adequate liquidity
position. As at March 31, 2020, the group had c. $131 million of
cash on the balance sheet, and $248 million of availability under
its committed facilities, including S195 million of headroom under
its $200 million capital spending/acquisition facility, which can
be used for general corporate purposes over the next 18 months.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the group's
business model will remain resilient through the next 12-18 months,
with the negative pressure on their main end markets partially
offset by the diversity of segments within those markets, including
some more stable segments, the critical nature of the services
provided, and its flexible cost base. The outlook also assumes that
liquidity will remain adequate with satisfactory interest cover,
with no significant debt-funded acquisitions or shareholder
distributions.

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

Upward pressure on the rating could occur if the group (1) reduces
leverage, such that adjusted debt/EBITDA reduces below 6.5x on a
sustained basis, driven by stability in their main end markets; (2)
maintains sustained positive cash generation so that free cash flow
(FCF)/debt increases towards 5%; and (3) pursues acquisitions in a
prudent manner and successfully integrates the targets into the
group.

Negative rating pressure could arise if the group (1) is not able
to grow EBITDA sustainably and/or reduce leverage from 2021
onwards, (2) experiences weakness in its core segments, over a
prolonged period of time, (3) the liquidity position weakens or the
group embarks on additional significant debt-funded acquisitions,
or (4) Element's FCF/debt remains negative on a sustained basis.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in the United Kingdom, Element Materials Technology
Limited is an independent provider of materials and product
qualification testing, offering a full suite of laboratory-based
services focusing on the aerospace, transportation and industrials,
energy, fire and building products, and connected technologies
mainly in the US and Europe with an increasing presence in Asia.
Element was acquired by private equity firm Bridgepoint in March
2016. Temasek acquired a minority stake in Element in July 2019.


JOHNSONS SHOES: Files for Administration, Seeks Buyer
-----------------------------------------------------
Business Sale reports that Johnsons Shoes Company, the parent
company of shoe retailers Johnsons Shoes and Bowleys Fine Shoes,
has filed for administration, citing online competition and the
impact of coronavirus.

Ian Defty -- idefty@cvr.global -- and Richard Toone --
rtoone@cvr.global -- of CVR Global have been appointed as joint
administrators, Business Sale relates.  

All of the company's 145 staff who are currently furloughed will
keep their jobs for the time being as the administrators seek a
buyer for the business, Business Sale discloses.  There are
reported to have already been expressions of interest in the
company from high street retailers and newer market players,
Business Sale notes.

According to Business Sale, Mr. Defty commented: "Due to the
coronavirus pandemic and lockdown,  Johnsons Shoe Company lost its
ability to continue trading, and it was the final nail in the
coffin for a business that was already struggling before the
pandemic struck, like many other retailers."

"The business has traded strongly for many years, but last year was
particularly difficult for them as they battled with rising rent
and business rates, combined with the increasing competition from
online shopping."

The family-run company was established 50 years ago and runs 12
stores in Windsor, Newbury, Staines, Teddington, East Sheen, New
Malden, Twickenham, Walton-on-Thames, Northwood, Richmond,
Beaconsfield and Farnham.



                           *********


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,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

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