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

                          E U R O P E

          Thursday, May 28, 2020, Vol. 21, No. 107

                           Headlines



F R A N C E

CAMAIEU: France Seeks Buyer to Rescue Business
TECHNICOLOR SA: Moody's Cuts CFR to Caa2, On Review for Downgrade


G E R M A N Y

DEUTSCHE LUFTHANSA: May Need to Give Up Frankfurt, Munich Slots


I R E L A N D

BNPP AM EURO 2019: Fitch Puts 4 Tranches on Watch Negative
EIRCOM HOLDINGS: S&P Alters Outlook to Positive & Affirms 'B+' ICR
INVESCO EURO II: Fitch Puts 2 Tranches on Rating Watch Negative
JUBILEE CLO 2018-XX: Fitch Keeps 2 Tranches on Rating Watch Neg.
OZLME DAC IV: Fitch Keeps 2 Tranches on Rating Watch Negative

ST. PAUL'S VII: Fitch Cuts Rating on Class E-R Notes on 'BB-sf'


I T A L Y

[*] ITALY: Fresh Lockdown Measures May Prompt More Bankruptcies


L U X E M B O U R G

ARDAGH PACKAGING: Moody's Rates New $600MM Sr. Unsec. Notes 'Caa1'


N E T H E R L A N D S

WERELDHAVE NV: Moody's Assigns Ba2 CFR, Outlook Negative


S W E D E N

INTRUM AB: Fitch Affirms BB LongTerm IDR, Outlook Negative


S W I T Z E R L A N D

WP/AV CH HOLDINGS II: S&P Alters Outlook to Neg. & Affirms 'B' ICR


U N I T E D   K I N G D O M

ADELIE FOODS: Coronavirus Pandemic Impact Prompts Administration
ION TRADING: S&P Affirms 'B' ICR on Partial Debt Repayment
MA FINANCECO: Moody's Rates New $840MM Secured Term Loan 'B1'
SWINDON TOWN: At Risk of Going Into Administration if Sale Fails
[*] UK: DfT Faces Legal Action Over Illegal State Aid to Ferries


                           - - - - -


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

CAMAIEU: France Seeks Buyer to Rescue Business
----------------------------------------------
Sudip Kar-Gupta at Reuters reports that France is looking for a
buyer to rescue clothing and fashion company Camaieu, one of many
in the sector facing financial difficulties due to the hit to
business from the coronavirus, said Finance Minister Bruno Le Maire
on May 27.


TECHNICOLOR SA: Moody's Cuts CFR to Caa2, On Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service has downgraded Technicolor S.A.'s
corporate family rating to Caa2 from Caa1, probability of default
rating to Caa2-PD from Caa1-PD and ratings on the senior secured
bank credit facilities maturing 2023 to Caa2 from Caa1.
Concurrently Moody's placed the ratings of the French media,
communication and entertainment services provider on review for
downgrade. The outlook changed to rating under review from stable.

RATINGS RATIONALE

The rapid and widening 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. 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 pandemic's impact on Technicolor's operating
performance and in particular the uncertainties regarding the
execution of the proposed rights issue to raise approx. EUR300
million, which Moody's regards as necessary to sufficiently bolster
the group's liquidity.

The company was already weakly positioned in its previous rating
category considering its highly leveraged capital structure per end
of the last fiscal year. Furthermore, the downgrade reflects the
increasing risk of a capital restructuring, which follows prolonged
challenges pre the outbreak of covid-19 in most of Technicolor's
markets, evidenced by the company's weak operating performance and
in particular by strongly negative free cash flow generation
leading to a tight liquidity and weakening credit metrics.

In its review, Moody's will consider the i) successful execution of
the proposed rights issue, ii) alternative sources of equity or
debt financing if the rights issue is not executed as planned, iii)
outbreak's impact on the operations of Technicolor, especially on
the Production Service business, iv) success of the company's
mitigating actions as well as v) Technicolor's liquidity profile
and the resilience in various stress scenarios.

LIQUIDITY

Pre closing of the proposed rights issue, Technicolor's short-term
liquidity is weak. The group entered Q1 2020 with internal cash
sources of around EUR65million, an undrawn EUR250 million revolving
credit facility (matures in December 2021) and a $125 million
credit line provided by Wells Fargo (matures in September 2021).
Additionally, the group contracted a $110 million facility in March
2020 (matures on July 31, 2020) as a bridge for the capital
increase.

ESG CONSIDERATIONS

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Technicolor's operating performance, especially in the
Production Service business, is expected to be impacted by the
pandemic and the timely execution of the proposed rights issue is
at risk.

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

Downward pressure on the ratings would develop, if (1) the proposed
rights issue to raise EUR300 million or alternative financing
measures, e.g. resulting from state support, fail to be
materialize, (2) structural challenges in Technicolor's markets
further burden its operating performance, or (3) the liquidity
profile further weakens.

Upward pressure on the ratings would build, if the proposed rights
issue or alternative financing, is successfully executed, and
operating performance starts to improve, enabling the group to (1)
achieve a sustainable capital structure, (2) increase
Moody's-adjusted EBITA/interest expense to above 1x, and (3)
strengthen free cash flow generation above the breakeven level.

PRINCIPAL METHODOLOGY

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

Technicolor S.A., headquartered in Paris, France, is a leading
provider of solutions and services for the Media & Entertainment
industries, deploying and monetizing next-generation video and
audio technologies and experiences. The group operates in two
business segments: Entertainment Services and Connected Home.
Technicolor generated revenues of around EUR3.8 billion and EBITDA
(company-adjusted) of EUR324 million in 2019.




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

DEUTSCHE LUFTHANSA: May Need to Give Up Frankfurt, Munich Slots
---------------------------------------------------------------
Joe Miller, Javier Espinoza and Tanya Powley at The Financial Times
report that Lufthansa may be forced to give up coveted slots at
Frankfurt and Munich airports as the European Commission pushes to
attach conditions to Germany's EUR9 billion bailout of the airline
and rival Ryanair threatens to challenge the deal.

Angela Merkel's administration agreed on May 25 to support the
country's national carrier, which has been appealing for state aid
in four countries as the coronavirus crisis cut its operations to
just 1% of its regular capacity, the FT relates.

According to the FT, as part of the rescue package, Berlin will
take a 20% stake in Europe's second-largest airline, which was
first privatized in 1997, with the option of increasing that to a
blocking minority of 25 per cent, plus one share, in the event of a
hostile takeover bid.

However, EU officials are concerned that the deal may undermine
competition and are in discussions to force the airline to get rid
of some slots to make sure rivals have a fair advantage, the FT
relays, citing people with direct knowledge of the discussions.

Michael O'Leary, chief executive at Ryanair, also joined the fray,
saying his low-cost airline was planning to lodge an appeal against
the rescue package, which he said would "further strengthen
Lufthansa's monopoly-like grip on the German air travel market",
the FT notes.

Ms. Merkel's party, the CDU, hit back at talks in Brussels over
reducing slots, warning that Lufthansa's bailout, which it referred
to as a "temporary strengthening of a European flagship carrier"
must not be jeopardized by "overregulation in Brussels", the FT
recounts.




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

BNPP AM EURO 2019: Fitch Puts 4 Tranches on Watch Negative
----------------------------------------------------------
Fitch Ratings has placed four classes of notes of BNPP AM Euro CLO
2019 B.V. on Rating Watch Negative and affirmed the other notes.

BNPP AM Euro CLO 2019 B.V.

  - Class A XS2014456474; LT AAAsf; Affirmed

  - Class B-1 XS2014457019; LT AAsf; Affirmed

  - Class B-2 XS2014457795; LT AAsf; Affirmed

  - Class C XS2014458330; LT A+sf; Rating Watch On

  - Class D XS2014458926; LT BBB-sf; Rating Watch On

  - Class E XS2014459148; LT BB-sf; Rating Watch On

  - Class F XS2014459494; LT B-sf; Rating Watch On

  - Class X XS2014455740; LT AAAsf; Affirmed

TRANSACTION SUMMARY

The transaction is a cash flow CLO mostly comprising senior secured
obligations. The transaction is still in its reinvestment period,
which is scheduled to end in January 2024, and is actively managed
by the collateral manager, BNP Paribas Asset Management France
SAS.

KEY RATING DRIVERS

Coronavirus Baseline Sensitivity Analysis

Fitch placed the tranches on RWN as a result of a sensitivity
analysis it ran in light of the coronavirus pandemic. The agency
notched down the ratings for all assets with corporate issuers with
a Negative Outlook regardless of the sectors. This represents
36.75% of the portfolio. The model-implied ratings for the affected
tranches under the coronavirus sensitivity test are below the
current ratings. The RWN on the class C notes is also driven by the
current rating of 'A+', which is one notch above the rating of
equivalent tranches for most Fitch-rated European CLOs.

The Stable Outlook on the other tranches' ratings reflects that
each tranche's rating can withstand the coronavirus baseline
sensitivity analysis.

Fitch will resolve the Rating Watch status over the coming months
as and when Fitch observes rating actions on the underlying loans.

Resilient Portfolio Performance

The transaction is above par value (0.31%). The Fitch weighted
average rating factor test was 34.21 in its April 30, 2020 trustee
report against a maximum of 34.25. Fitch's updated calculation as
of May 16, 2020 shows an increase to 35.7 (assuming the 1% of
unrated names as 'CCC'). Assets in the 'CCC' category or below
represented 4.4% (5.3% if including unrated names, which Fitch
conservatively assumes as 'CCC' although the manager may classify
them as 'B-' for up to 10% of the portfolio) as of May 16, 2020,
compared with its 7.5% limit.

Assets with a Fitch-derived rating on Negative Outlook represent
36.75% of the portfolio balance. There are no defaulted assets. All
tests, including the overcollateralisation and interest coverage
tests, were reported as passing.

'B/B-'Category Portfolio Credit Quality: Fitch assesses the average
credit quality of obligors to be in the 'B/B-' category. The Fitch
WARF calculated by Fitch as of May 16, 2020 of the current
portfolio is 35.7 (against 34.21, below the maximum of 34.25,
reported in the April 30, 2020 trustee report). After applying the
coronavirus stress, the Fitch WARF would increase to 40.1.

High Recovery Expectations: Of the portfolio, 100% comprises senior
secured obligations. Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch weighted average recovery rate is
63.4%.

Diversified Portfolio: The portfolio is well diversified across
obligors, countries and industries. The top 10 obligor's
concentration is 17.7% and no obligor represents more than 2.0% of
the portfolio balance.

Cash Flow Analysis: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests.

The transactions were modelled using the current portfolio and the
current portfolio with a coronavirus sensitivity analysis applied.
Fitch's analysis was based on the stable interest rate scenario but
includes the front-, mid- and back-loaded default timing scenarios
as outlined in Fitch's criteria.

Fitch's cash flow analysis model first projects the portfolio
scheduled amortisation proceeds and any prepayments for each
reporting period of the transaction life assuming no defaults (and
no voluntary terminations, when applicable). In each rating stress
scenario, such scheduled amortisation proceeds and prepayments are
then reduced by a scale factor equivalent to the overall percentage
of loans 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 the defaults projected to occur in
each rating stress are realised in a manner consistent with Fitch's
published default timing curve.

RATING SENSITIVITIES

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

At closing, Fitch used a standardised stress portfolio (Fitch's
stress portfolio) customised to the specific portfolio limits for
the transaction as specified in the transaction documents. Even if
the actual portfolio shows lower defaults and smaller losses (at
all rating levels) than Fitch's stress portfolio assumed at
closing, an upgrade of the notes during the reinvestment period is
unlikely, as the portfolio credit quality may still deteriorate,
not only through natural credit migration, but also through
reinvestments.

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

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

Downgrades may occur if the build-up of the notes' credit
enhancement following amortisation does not compensate for a
greater loss expectation than initially assumed due to unexpected
high levels of default and portfolio deterioration. As the
disruptions to supply and demand due to the COVID-19 disruption for
other vulnerable sectors become apparent, loan ratings in those
sectors would also come under pressure. Fitch will update the
sensitivity scenarios in line with the view of its Leveraged
Finance team.

Coronavirus Baseline Scenario Impact

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

Coronavirus Downside Scenario Impact

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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


EIRCOM HOLDINGS: S&P Alters Outlook to Positive & Affirms 'B+' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on eircom Holdings (Ireland)
Ltd. to positive from stable and affirmed its 'B+' rating.

S&P said, "We view positively eircom's recent market share gains
and improved customer mix in mobile, although competitors might
adopt a more aggressive stance in response. In October 2019, eircom
launched its new SIM card-only and unlimited data plan, GoMo,
leveraging on recent investments to strengthen its network and
customer experience. We believe this marketing strategy positively
impacted eircom's subscriber mix. As of March 31, 2020, eircom's
postpaid subscriber base registered 35% year-on-year growth, and
now accounts for 65% of the total mobile subscriber base, from 54%
one year ago. This uptake in postpaid plans translated into a
relatively stable churn rate of 1.5%, but slightly declining
blended average revenue per user (-1.1% year on year) due to the
low price of the GoMo offer. From a competitive standpoint, eircom
managed to increase its mobile revenue market share to 18.5% on
Dec. 31, 2019, from 17.3% on Sept. 30, 2019. However, eircom
remains the distant No.3 mobile player in Ireland, behind Vodafone
(41.2% mobile market share by revenue on Dec. 31, 2019) and Three
Group (33.1%), and it remains to be seen if competitors will adopt
a more aggressive stance should eircom continue gaining market
share.

"We expect fixed broadband's competitive environment and a low
market share in Pay-TV will continue to weigh on eircom's overall
market share and top line. We believe eircom is meeting the
challenge of fierce competition in the fixed broadband market
through its ongoing network investments, which we believe should
help increase its market share. Eircom continues to roll out its
fiber network, which could now connect to more than 80% of Irish
premises, and does connect 39% of premises as of March 31, 2020.
The group's total broadband base thus increased by 1.4%
year-on-year, although this was mainly driven by wholesale
activities (+5%), offsetting a 2.4% decline in retail. Eircom
remains the No.1 fixed broadband operator in Ireland, but its fixed
retail revenue market share declined to 39.7% on Dec. 31, 2019,
from 40.9% the year before, while its fixed revenue market share
(including wholesale activities) declined to 45.5% from 46.2%. As a
consequence, eircom's wholesale activities, by which it provides
access to its dense fixed national network to competing operators,
partly mitigates retail fixed broadband market share erosion,
because the group continues to be able to indirectly regain some of
the retail customers lost to competitors. What's more, our rating
takes into account eircom's weaker Pay-TV positioning versus other
European incumbents, which is constraining its overall fixed
broadband market share. In our opinion, ongoing network investments
will help limit fixed broadband market share decline and partly
offset the challenging competitive environment. We therefore expect
eircom's fixed revenue will decline by 2%-3% in fiscal 2020 (ending
June 30, 2020).

"We forecast an adjusted EBITDA margin of more than 45%, and
conversion of free operating cash flow (FOCF) at 25%-30%.

"In our base case we expect the adjusted EBITDA margin will stay
above 45% in fiscal 2020. We expect the implementation of eircom's
insourcing and simplification plans, combined with the planned
reduction in restructuring costs, will spur cost savings and ensure
sustainable profitability above the industry average. What's more,
we expect hefty capital expenditure (capex) at 21%-23% of total
revenue because of eircom's ongoing efforts to roll out its fiber
network and improve its mobile network coverage and quality to cope
with increasing data speed and traffic requirements. However,
thanks to recent gains in profitability, and despite sustained
capex needs, we expect FOCF conversion of 25%-30% in fiscal 2020,
from 23% in fiscal 2019.

"Although we acknowledge the group's deleveraging potential, we
think cash-funded recapitalization and dividend payments are
likely. We continue to see the potential for organic deleveraging
through profitability and cash flow optimization, and we
acknowledge the group's net leverage target of 3.5x-4.0x. However,
we believe shareholders may use accruing cash flows for additional
dividends or recapitalizations, which would limit the potential for
organic deleveraging. It also remains to be seen how the EUR300
million proceeds from the sale of 100% of Emerald Tower Ltd.
(eircom's mobile telecom infrastructure subsidiary that manages a
portfolio of about 650 mobile sites) to Phoenix Tower International
will be used. We therefore adopt a more cautious view regarding the
use of eircom's available cash by excluding balance-sheet cash from
our adjusted debt and credit metrics calculations. Our rating on
eircom is therefore constrained by our forecast of adjusted debt to
EBITDA at 4.7x-4.9x in fiscal 2020 and 2021 (excluding the effects
from the mobile tower sale and pending management's communication
on the use of proceeds and the accounting treatment of the
long-term service agreement for the provision of hosting services
over the infrastructure).

"The outlook is positive because we expect we could revise up our
business risk profile assessment on eircom to satisfactory if the
group's mobile and Pay-TV subscriber growth trajectory continues
climbing. At the same time, we would expect the market environment
to not deteriorate and that eircom would maintain its sound
profitability and cash flow conversion.

"We may raise the rating if eircom continues gaining market share
in mobile, and its Pay-TV subscriber base returns to growth, while
at the same time the competitive environment does not deteriorate.
We would also expect eircom would maintain sound profitability and
FOCF to debt of more than 5%. Any rating upside would hinge on
eircom maintaining its adjusted gross debt to EBITDA below 5x.

"We would revise our outlook to stable if eircom's mobile market
share idles or starts declining again as the market becomes more
competitive. This could happen if competitors adjust their offering
to eircom's GoMo plan. In such a situation, we would expect the
adjusted debt to EBITDA would remain between 4.5x and 5.5x. We
could also revise the outlook to stable if we revise up the
business risk profile to satisfactory, but if adjusted debt to
EBITDA climbed to more than 5.0x."


INVESCO EURO II: Fitch Puts 2 Tranches on Rating Watch Negative
---------------------------------------------------------------
Fitch Ratings has placed four sub-investment grade tranches from
two European collateralised loan obligations on Rating Watch
Negative. The remaining tranches are affirmed with a Stable
Outlook.

Invesco Euro CLO II DAC

  - Class A XS2002496821; LT AAAsf; Affirmed

  - Class B-1 XS2002497639; LT AAsf; Affirmed

  - Class B-2 XS2002498363; LT AAsf; Affirmed

  - Class C XS2002498959; LT Asf; Affirmed

  - Class D XS2002499684; LT BBB-sf; Affirmed

  - Class E XS2002500283; LT BB-sf; Rating Watch On

  - Class F XS2002500366; LT B-sf; Rating Watch On

  - Class X XS2002496664; LT AAAsf; Affirmed

BlueMountain Fuji Euro CLO III

  - Class A-1 XS1861113113; LT AAAsf; Affirmed

  - Class A-2 XS1861113469; LT AAAsf; Affirmed

  - Class B XS1861113899; LT AAsf; Affirmed

  - Class C XS1861114277; LT Asf; Affirmed

  - Class D XS1861114517; LT BBBsf; Affirmed

  - Class E XS1861114863; LT BBsf; Rating Watch On

  - Class F XS1861116991; LT B-sf; Rating Watch On

TRANSACTION SUMMARY

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

KEY RATING DRIVERS

Coronavirus Baseline Sensitivity Analysis

Fitch placed several tranches on RWN as a result of a sensitivity
analysis it ran in light of the coronavirus pandemic. The agency
notched down the ratings for all assets with corporate issuers with
a Negative Outlook regardless of the sector. The model-implied
ratings for the affected tranches under the coronavirus sensitivity
test are below the current ratings. Fitch will resolve the Rating
Watch status over the coming months as and when it observes rating
actions on the underlying loans.

The Stable Outlook on the investment-grade ratings reflect that the
respective tranche's rating can withstand the coronavirus baseline
sensitivity analysis with a cushion.

Asset Credit Quality

'B' Category Portfolio Credit Quality: Fitch assesses the average
credit quality of obligors to be in the 'B' rating category. The
Fitch weighted average rating factor of the current portfolios
calculated by Fitch as of May 16, 2020 is between 33.9 and 35.2.
The Fitch WARF would increase to between 37.0 and 37.5 after
applying the coronavirus stress.

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. Fitch's recovery rate is between 65.5% and
66.9%.

Portfolio Composition

The portfolios are well diversified across obligors, countries and
industries. The top 10 obligors are between 12.5% and 20.3%, and no
obligor represents more than 2.4% of the portfolio balance.

Cash Flow Analysis

Fitch used a customised proprietary cash flow model to replicate
the principal and interest waterfalls and the various structural
features of the transaction, and to assess their effectiveness,
including the structural protection provided by excess spread
diverted through the par value and interest coverage tests.

The transactions were modelled using the current portfolio and the
current portfolio with a coronavirus sensitivity analysis applied.
Fitch's analysis was based on the stable interest rate scenario but
included the front-, mid- and back-loaded default timing scenarios
as outlined in Fitch's criteria.

Fitch's cash flow analysis model first projects the portfolio
scheduled amortisation proceeds and any prepayments for each
reporting period of the transaction life assuming no defaults (and
no voluntary terminations, when applicable). In each rating stress
scenario, these 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 the defaults projected to occur in
each rating stress are realised in a manner consistent with Fitch's
published default timing curve.

Portfolio Performance; Surveillance

All the transactions are in their reinvestment period and the
portfolios are actively managed by the collateral manager. Fitch
calculates that the Fitch WARF test has failed in both
transactions. However, given the headroom under each transaction's
weighted-average spread covenant and weighted average recovery rate
covenant, each transaction would still comply with its collateral
quality tests when electing a different matrix point or by
interpolation.

Neither transaction includes any defaulted obligations and both
transactions are above target par. Exposure to assets with a Fitch
derived rating of 'CCC+' and below is between 5.8% and 7.0% (or
5.8% and 8.0% if including unrated names) and would increase to
between 12.6% and 13.1% after applying the coronavirus stress.

RATING SENSITIVITIES

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

Downgrades may occur if the build-up of the notes' credit
enhancement following amortisation does not compensate for a higher
loss expectation than initially assumed due to unexpected high
levels of default and portfolio deterioration. As the disruptions
to supply and demand due to the coronavirus for other vulnerable
sectors become apparent, loan ratings in such sectors would also
come under pressure.

Fitch will resolve the Rating Watch status over the coming months
as and when its Leveraged Finance team takes the anticipated
actions and changes the ratings and/or recovery ratings.

Coronavirus Downside Scenario Impact

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

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

At closing, Fitch uses a standardised stress portfolio (Fitch's
Stress Portfolio) customised to the specific portfolio limits for
the transaction as specified in the transaction documents. Even if
the actual portfolio shows lower defaults and losses (at all rating
levels) than Fitch's Stress Portfolio assumed at closing, an
upgrade of the notes during the reinvestment period is unlikely, as
portfolio credit quality may still deteriorate, not only through
natural credit migration, but also through reinvestments.

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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.


JUBILEE CLO 2018-XX: Fitch Keeps 2 Tranches on Rating Watch Neg.
----------------------------------------------------------------
Fitch Ratings has maintained two tranches of Jubilee CLO 2018-XX
B.V. on Rating Watch Negative, revised the Outlook on the class D
to Negative and affirmed the rest.

Jubilee CLO 2018-XX

  - Class A XS1826049097; LT AAAsf; Affirmed

  - Class B-1 XS1826050426; LT AAsf; Affirmed

  - Class B-2 XS1826049683; LT AAsf; Affirmed

  - Class B-3 XS1834758788; LT AAsf; Affirmed

  - Class C-1 XS1826051077; LT Asf; Affirmed

  - Class C-2 XS1834757111; LT Asf; Affirmed

  - Class D XS1826051663; LT BBBsf; Revision Outlook

  - Class E XS1826052471; LT BBsf; Rating Watch Maintained

  - Class F XS1826052638; LT B-sf; Rating Watch Maintained

  - Class X XS1826048958; 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 Deterioration

The RWN and Negative Outlook on the three tranches reflect the
deterioration of the portfolio as a result of negative rating
migration of the underlying assets in light of the coronavirus
pandemic. The transaction is slightly below par. As per Fitch's
calculation, the weighted average rating factor of the portfolio as
of May 16, 2020 has increased to 36.54 from a trustee reported
34.24 as of April 6, 2020.

Assets with a Fitch-derived rating of category 'CCC' or below
represent 7.88%, while assets with a Fitch-derived rating on
Negative Outlook are at 13.08% of the portfolio balance. The
overcollateralisation and interest coverage tests are passing.

The RWN on classes E and F and the Negative Outlook on Class D
reflect Fitch's view that these tranches may be exposed to negative
effects of the pandemic in the near term as these tranches show
some shortfalls under the coronavirus baseline scenario sensitivity
analysis. In Fitch's view, tranches placed on Negative Outlook have
a slightly higher resilience than tranches placed on Rating Watch
Negative.

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 C notes with cushions. The class
D note is placed on Negative Outlook and 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 36.54.

Asset Security

High Recovery Expectations: At least 90% of the portfolios comprise
senior secured obligations. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch's weighted average recovery rate of the
current portfolio is 64.14%.

Portfolio Composition

The top-10 obligors' exposure is 15.00%. The largest industry is
business services at 13.84% of the portfolio balance, followed by
healthcare at 12.53% and chemicals at 9.03%.

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:

At closing, Fitch uses a standardised stress portfolio customised
to the specific portfolio limits for the transaction as specified
in the transaction documents. Even if the actual portfolio shows
lower defaults and losses (at all rating levels) than Fitch's
Stress Portfolio assumed at closing, an upgrade of the notes during
the reinvestment period is unlikely. This is because portfolio
credit quality may still deteriorate, not only by natural credit
migration, but also because of reinvestment.

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

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

Downgrades may occur if the build-up of the notes' credit
enhancement following amortisation does not compensate for a higher
loss expectation than initially assumed due to unexpected high
level of default and portfolio deterioration. As the disruptions to
supply and demand due to the 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.

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

For more information on Fitch's Stress Portfolio and initial
model-implied rating sensitivities for the transaction, see the New
Issue report.

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.

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.


OZLME DAC IV: Fitch Keeps 2 Tranches on Rating Watch Negative
-------------------------------------------------------------
Fitch Ratings has maintained two tranches of OZLME VI Designated
Activity Company on Rating Watch Negative, while affirming the
rest.

OZLME VI DAC

  - Class A XS1992149853; LT AAAsf; Affirmed

  - Class B-1 XS1992145786; LT AAsf; Affirmed

  - Class B-2 XS1992146321; LT AAsf; Affirmed

  - Class C-1 XS1992147055; LT Asf; Affirmed

  - Class C-2 XS1992147642; LT Asf; Affirmed

  - Class D XS1992148616; LT BBB-sf; Affirmed

  - Class E XS1992149267; LT BB-sf; Rating Watch Maintained

  - Class F XS1992148889; LT B-sf; Rating Watch Maintained

  - Class X XS1992144623; LT AAAsf; Affirmed

TRANSACTION SUMMARY

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

KEY RATING DRIVERS

Portfolio Performance Deterioration

The RWN on the two tranches reflects the deterioration of the
portfolio as a result of negative rating migration of the
underlying assets in light of the coronavirus pandemic. The
transaction is slightly above par, does not contain any defaulted
assets and passes all tests. As per Fitch's calculation, the
weighted average rating factor of the portfolio as of May 15, 2020
has increased to 34.37 from a trustee reported 32.88 as of April 1,
2020. Assets with a Fitch-derived rating in the 'CCC' category or
below (including unrated assets) represent 8.04%, according to
Fitch's calculation, which is above the 7.5% limit.

The RWN on the class E and F notes reflects Fitch's view that these
sub-investment-grade tranches may be exposed to negative impact of
the pandemic in the near-term as these tranches show some
shortfalls under the coronavirus baseline scenario sensitivity
analysis.

Coronavirus Baseline Scenario Impact

Fitch carried out a sensitivity analysis on the current 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 shows resilience of the
current ratings of the class A through D notes with buffers. This
supports the affirmation with a Stable Outlook for these tranches.

Asset Credit Quality

Fitch assesses the average credit quality of obligors in the
'B'/'B-' category. The Fitch WARF of the current portfolio is
34.37.

Asset Security

Senior secured obligations comprise 90% of the portfolios. Fitch
views the recovery prospects for these assets as more favorable
than for second-lien, unsecured and mezzanine assets. The
Fitch-weighted average recovery rate of the current portfolio is
64.72%.

Portfolio Composition

The portfolios are well-diversified across obligors, countries and
industries. The top-10 obligors' exposure is 16.43% and no obligor
represents more than 2% of the portfolio balance. The largest
industry is healthcare at 16.29% of the portfolio balance, followed
by business services at 13.24% and chemicals at 7.32%.

Cash Flow Analysis

Fitch used a customized proprietary cash flow model to replicate
the principal and interest waterfalls and the various structural
features of the transaction, as well as to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests. The transaction was modelled using the current portfolio
based on both the stable and rising interest-rate scenarios and the
front-, mid- and back-loaded default timing scenario as outlined in
Fitch's criteria. In addition, Fitch tested the 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 its cash flow analysis, Fitch's model first
projects the portfolio's scheduled amortisation proceeds and any
prepayments for each reporting period of the transaction life
assuming no defaults (and no voluntary terminations, when
applicable). In each rating stress scenario, such scheduled
amortisation proceeds and prepayments are then reduced by a scale
factor equivalent to the overall percentage of loans that are not
assumed to default (or to be voluntarily terminated, when
applicable). This adjustment avoids running out of performing
collateral due to amortisation and ensures all of the defaults
projected to occur in each rating stress are realised in a manner
consistent with Fitch's published default timing curve.

RATING SENSITIVITIES

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

ST. PAUL'S VII: Fitch Cuts Rating on Class E-R Notes on 'BB-sf'
---------------------------------------------------------------
Fitch Ratings has taken rating actions on St. Paul's CLO VII DAC.

St. Paul's CLO VII DAC

  - Class A-1-R XS1853371208; LT AAAsf; Affirmed

  - Class A-2-R XS1853372438; LT AAAsf; Affirmed

  - Class B-1-R XS1853372784; LT AAsf; Revision Outlook

  - Class B-2-R XS1853373329; LT AAsf; Revision Outlook

  - Class B-3-R XS1853374053; LT AAsf; Revision Outlook

  - Class C-1-R XS1853374996; LT Asf; Affirmed

  - Class C-2-R XS1853375886; LT Asf; Affirmed

  - Class D-R XS1853376421; LT BBBsf; Rating Watch On

  - Class E-R XS1853376009; LT BB-sf; Downgrade

  - Class F-R XS1853376777; LT B-sf; Rating Watch Maintained

TRANSACTION SUMMARY

St. Paul's CLO VII DAC is a cash flow collateralised loan
obligation. Net proceeds from the notes were used to purchase a
EUR400 million portfolio of mainly euro-denominated leveraged loans
and bonds. The underlying portfolio of assets is managed by
Intermediate Capital Managers Limited.

KEY RATING DRIVERS

Portfolio Performance Deteriorates: The downgrade reflects the
deterioration in the portfolio as a result of the negative rating
migration of the underlying assets in light of the coronavirus
pandemic. In addition, as per the trustee report dated April 20,
2020, the aggregate collateral balance is below par by 127bp
(assuming defaulted assets at zero principal balance). The
trustee-reported Fitch weighted average rating factor of 35.03 is
in breach of its test, and the Fitch-calculated WARF of the
portfolio increased to 36.57 on May 16, 2020.

'B'/'B-' Category Portfolio Credit Quality: Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch-calculated 'CCC' and below category assets (including
non-rated assets) represented 13.51% of the portfolio on May 16,
2020, which is over the 7.5% limit.

High Recovery Expectations: 99.1% of the portfolio comprises senior
secured obligations. Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets. Fitch's weighted average recovery rate of the
current portfolio is 65.44%.

Portfolio Composition: The portfolio is well diversified across
obligors, countries and industries. Exposure to the top 10 obligors
is 17.26% and no obligor represents more than 2% of the portfolio
balance. The largest industry is business services at 17.31% of the
portfolio balance, followed by industrial and manufacturing at
12.61% and computer and electronics at 11.71%.

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

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

Deviation from Model-Implied Rating: The model-implied rating for
the class E notes is one notch below the current rating and one
notch below the class F notes' rating. Fitch has deviated from the
model-implied ratings on both classes as these were driven by the
back-loaded default timing scenario only. Nevertheless, Fitch has
downgraded the class E notes by one notch to the lowest rating in
the respective rating category. These ratings are in line with the
majority of Fitch-rated EMEA CLOs. Both classes have been placed on
Rating Watch Negative as there are shortfalls even at the updated
rating and in the coronavirus sensitivity scenario as described
below.

Cash Flow Analysis: When conducting cash flow analysis, Fitch's
model first projects the portfolio's scheduled amortisation
proceeds and any prepayments for each reporting period of the
transaction life, assuming no defaults (and no voluntary
terminations, when applicable).

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

RATING SENSITIVITIES

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

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

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

Downgrades may occur if the build-up of the notes' credit
enhancement following amortisation does not compensate for a higher
loss expectation than initially assumed due to an unexpectedly high
level of default and portfolio deterioration. As the disruptions to
supply and demand due to the coronavirus disruption become apparent
for other vulnerable sectors, loan ratings in those sectors would
al so come under pressure. Fitch will update the sensitivity
scenarios in line with the views of Fitch's leveraged finance
team.

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

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

BEST/WORST CASE RATING SCENARIO

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

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

Form ABS Due Diligence-15E was not provided to 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.




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

[*] ITALY: Fresh Lockdown Measures May Prompt More Bankruptcies
---------------------------------------------------------------
Valentina Za at Reuters reports that Cerved Rating Agency said on
May 26 about one in seven Italian companies could be at risk of
going bankrupt if new COVID-19 outbreaks prompt the government to
impose fresh lockdown measures.

Cerved has updated a February study that assessed the pandemic's
impact on Italian companies, based on a sample of 30,000
businesses, Reuters relates.  That study found that up to one in 10
Italian businesses could be at risk of bankruptcy, Reuters
discloses.

According to Reuters, it now estimates that default risks could
more than triple to 15.5% from the current 4.9% in a worst-case
scenario where new lockdown measures last for up to six months.

It says the construction would be most affected, with 22% of
companies deemed at risk of going out of business, Reuters notes.

Close behind is the tourist industry and restaurants, bars and
cafes, where the probability of default could reach 19%, Reuters
states.




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

ARDAGH PACKAGING: Moody's Rates New $600MM Sr. Unsec. Notes 'Caa1'
------------------------------------------------------------------
Moody's Investors Service has assigned a Caa1 rating to the
proposed $600 million senior unsecured notes due 2027 issued by
Ardagh Packaging Finance plc and Ardagh Holdings USA Inc.,
subsidiaries of ARD Finance S.A. ARD Finance S.A. is the top entity
with rated debt within the restricted group of Luxembourg-based
metal and glass packaging manufacturer Ardagh Group S.A.

All other ratings of Ardagh, including the B3 corporate family
rating, B3-PD probability of default rating and existing instrument
ratings of its subsidiaries remain unchanged. The outlook is
stable.

Proceeds from this issuance will be used to tender for a portion of
the existing 6% senior unsecured notes due 2025 and rated Caa1. If
the conditions of the tender offer are not met, the proceeds will
be used to redeem a portion of the existing 4.250% senior secured
notes due 2022 or to purchase the senior unsecured notes due 2025
in the open market, and to pay for transaction fees.

RATINGS RATIONALE

The proposed transaction is broadly credit neutral for Ardagh
because the benefits from postponing the maturity for a portion of
its debt and reducing the annual interest cost by c. $4.5 million
with no material change in gross leverage, are offset by the $66
million costs expected to complete the refinancing.

Ardagh's B3 CFR remains constrained by (1) its high
Moody's-adjusted debt/EBITDA of c.9.0x for the last twelve months
ending 31 March 2020 and pro forma for the recent $700 million debt
issuance and the current refinancing; (2) expectation of weak free
cash flow in 2020-21; (3) the aggressive financial policy of its
shareholders, which have a track record of debt-funded acquisitions
and dividend distributions; and (4) the high share of commoditised
products, for which the pricing pressure needs to be offset by cost
savings and efficiency improvements, innovation and volume growth
in a competitive operating environment.

Although it is difficult to quantify at this time, Moody's does not
expect Ardagh to be materially impacted by the coronavirus outbreak
because of its presence in the relatively resilient food and
beverage end-markets and its focus on the non-premium segments.

More positively, the B3 CFR is supported by the company's scale,
its leading market positions in both the glass and metal packaging
industries, some diversification across regions and substrates and
a solid liquidity profile. Ardagh also benefits from long-term
customer relationships and pass-through clauses in most of its
contracts, which partly mitigate a fairly concentrated customer
base and exposure to input cost inflation.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will be able to withstand the weakening trading conditions owing to
the coronavirus outbreak thanks to its solid liquidity. The outlook
also incorporates Moody's assumption that the company will not lose
any material customers and will not engage in material debt-funded
acquisitions, or shareholder remuneration, for which the company
has a track record.

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

Given Ardagh's currently high leverage, meaningful steps of
deleveraging would be needed for upward pressure on the rating to
develop. More specifically, the ratings could come under positive
pressure should Ardagh be able to reduce Moody's-adjusted
debt/EBITDA towards 7.0x and generate Moody's-adjusted positive
free cash flow, both on a sustainably basis.

Conversely, the ratings could come under negative pressure if the
company fails to deliver towards 8.0x by the end of 2021, if free
cash flow remains negative for an extended period of time and its
liquidity weakens.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

ARD Finance S.A. is a parent company of Ardagh Group S.A., a New
York Stock Exchange listed company and one of the largest suppliers
globally of metal and glass containers primarily to the food and
beverage end markets. The company operates 56 production facilities
(23 metal beverages can production facilities and 33 glass
container manufacturing facilities) in 12 countries with
significant presence in Europe and North America, employing c.
16,400 people. For the last twelve months ending 31 March 2020, the
company generated $6.7 billion of revenue and $1.2 billion of
EBITDA.




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

WERELDHAVE NV: Moody's Assigns Ba2 CFR, Outlook Negative
--------------------------------------------------------
Moody's Investors Service has withdrawn Wereldhave N.V.'s Baa3
issuer rating following its downgrade to Ba2, as per the rating
agency's practice for corporates with non-investment-grade ratings,
and assigned a new corporate family rating of Ba2.

Concurrently, Moody's has also downgraded to (P)Ba2 from (P)Baa3
the rating on the company's existing senior unsecured EMTN program
and to Ba2 from Baa3 the rating on the outstanding senior unsecured
notes. The outlook on the rating has changed to negative from
ratings under review.

This rating action concludes a review for downgrade, which was
initiated on April 8, 2020.

"The downgrade of Wereldhave's ratings reflect the combination of a
sustained weaker operating environment even post coronavirus
interruptions through a weakened retail sector and accelerated
changes in consumer behavior, reduced access to capital, and
expected leverage increases" says Oliver Schmitt, a Vice President
and Senior Credit Officer at Moody's. "A very high degree of
uncertainty around the retail environment and further downside risk
to leverage and operating performance contribute to the negative
outlook of the ratings."

RATINGS RATIONALE

Wereldhave's operating environment has deteriorated strongly with
the business interruption caused by the coronavirus outbreak.
Larger parts of Wereldhave's units outside of daily goods had been
closed, mostly based on government regulation. Collection rates at
Wereldhave have fallen, with uncertain recovery expectations over
the medium term. Nevertheless, Moody's understands that the largest
part of Wereldhave's retail units are now open again, even though
the existing requirements on social distancing and health
protection continue to restrict the business.

Despite most of the retail units being reopened at this point, a
combination of factors will lead to weaker prospects of
Wereldhave's business even after the lockdown, leading to lower
occupancy and rental income. Prospects for a V-shaped economic
recovery has declined in its macroeconomic forecasts, and consumer
demand will remain weaker into 2021. Social distancing is set to
continue throughout large parts of 2020, meaning that footfall,
ease and pleasure of shopping will remain subdued and below
pre-Corona levels in 2021. Moreover, Moody's expects an accelerated
trend to online shopping that further reduce demand for retail
space, as Moody's expects some changed consumer behavior to remain
even after coronavirus related social distancing rules have been
removed. It also expects the weak credit fundamentals for parts of
Wereldhave's retail tenant basis to put pressure on future space
requirements and rents, and lead to increased insolvencies. It is
mindful that retailers aim for a higher degree of business risk
sharing between landlords and retail tenants for the retailer's
store performance, which would increase the operational risk for
landlords. Moody's regards the coronavirus outbreak as a social
risk under its ESG framework, given the substantial implications
for public health and safety.

Wereldhave went into the period of current disruptions with a
weaker operating performance trends compared to peers. In its Q1
trading update, Wereldhave reported like-for-like net rental income
declines in shopping centers of 3.6% in Q1 2020, with occupancy
down to 94.1% in shopping centers at the same date. Part of
Wereldhave's centers remain daily need driven and will remain
relevant in their catchment areas, but Moody's expects
non-essential goods retailers to reduce space requirements and to
have less capacities to pay rent.

Moody's acknowledges a high degree of uncertainty for any
projections looking through partially temporary rental deferrals in
2020, but given the permanent damage on the retail industry Moody's
expects rental declines around 15-20% in its base case, with some
additional working capital outflows from temporary rent deferrals.
Property values have substantial value decline potential, even
though the extent and timing is unknown. Given its expectations of
sustained rental income declines, Moody's has assumed values to
decline in a similar way.

As a consequence of earnings and property value declines, Moody's
expects all key credit ratios to weaken in the next 1-2 years.
Moody's expects Debt/Assets to increase to above 50%, which
includes the benefit of moderate property sales in 2021 at
discounted prices. An execution of larger parts of Wereldhave's
sales plan in 2021 would be a positive. The company's reported net
LTV was 44.8% at year-end 2019, substantially higher than the
targeted 30-40% that the company aimed to achieve through property
sales. Wereldhave's fixed charge cover was strong at 5.4x and net
debt/EBITDA was moderate compared to peers at 8.5x, but Moody's
expects both metrics to deteriorate due to EBITDA declines.

The company's access to capital has weakened, while the liquidity
position as of March 2020 is tight but sufficient for the 12 months
to March 2021. Moody's understands raising equity is unlikely at
this time, and the company did not raise meaningful amounts of
longer-term debt in the last 18 months. The declining weighted
average debt maturity profile (below 3.5 years), makes the company
more vulnerable to changes in availability of debt. The company
made some improvements to its liquidity structure through a EUR100
million revolver that aims to address some uncertainty in its asset
disposal plan. The current Ba2 rating includes an expectation of an
extension of some of the debt due in 2021 in the near future.

The LTV related covenant reflects around 25% value decline buffers
as of December 2019, assuming no further changes to debt, asset
sales or other changes to the asset side. While this buffer appears
adequate, Moody's can envisage scenarios of substantial value
declines that will diminish the cushion substantially, depending on
the recovery path after the coronavirus-related disruptions and the
return of investor interest.

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

Upward rating pressure would only occur once more clarity exists
around the impact of the corona-crisis on Wereldhave's business,
the operating performance stabilises, and Wereldhave's debt
maturity profile extends. Furthermore, Moody's could upgrade
Wereldhave's rating if Debt/Asset remains well below 50% in
combination with net debt/EBITDA remaining at current levels, and
fixed-charge coverage remains above 2.75x.

Shorter term negative rating pressure will develop if the company
is unable to term out its currently short-dated debt maturity
profile and in particular increasing its liquidity buffers
significantly into 2021, or if the company increasingly uses lowly
levered secured refinancing.

Negative rating pressure could develop if Moody's expects retail
weakness to translate into weaker rental income or occupancy than
currently anticipated in its base case, or if a successful sale of
at least some of the non-core assets becomes rather unlikely.
Moreover, Moody's could downgrade Wereldhave's rating if Moody's
expects Moody's-adjusted gross debt/assets to increase to 55%,
accompanied with an increasing trend in net debt/EBITDA, or if
fixed-charge coverage sustained below 2.25x.

LIST OF AFFECTED RATINGS

Issuer: Wereldhave N.V.

Assignment:

LT Corporate Family Rating, Assigned Ba2

Downgrades, previously placed on review for downgrade:

BACKED Senior Unsecured Medium-Term Note Program, Downgraded to
(P)Ba2 from (P)Baa3

BACKED Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2
from Baa3

Withdrawal, previously placed on review for downgrade:

LT Issuer Rating, previously rated Baa3

Outlook Action:

Outlook, Changed to Negative from Ratings Under Review

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2018.




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S W E D E N
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INTRUM AB: Fitch Affirms BB LongTerm IDR, Outlook Negative
----------------------------------------------------------
Fitch Ratings has affirmed Intrum AB (publ)'s Long-Term Issuer
Default Rating and senior debt ratings at 'BB'. The Outlook on the
Long-Term IDR is Negative.

KEY RATING DRIVERS

IDRS AND SENIOR DEBT

The ratings of Intrum reflect its high leverage, a characteristic
of the debt-purchasing sector and driven, in its own case, by the
debt taken on as part of its 2017 combination with the Lindorff
group, and subsequent corporate activity. They also take into
account Intrum's market-leading franchise in the European
debt-purchasing and credit-management sector, where the group
benefits both from diversification across 25 countries and from its
high proportion of fee-based servicing revenue, which complements
more balance sheet-intensive investment activities.

The Negative Outlook on Intrum's IDR reflects the medium-term risk
stemming from the COVID-19 pandemic, as Fitch sees potential rating
pressure arising from any significant associated slowdown in
debt-collection activities. This could adversely impact earnings
generation, the value of on-balance sheet portfolio investments and
ultimately Intrum's ability to achieve deleveraging.

In 1Q20 Intrum reported a pre-tax loss of SEK42 million, following
a non-cash charge for negative portfolio revaluations of SEK636
million, which reflected expectation of lower collections on
Intrum's debt portfolios in 2020 due to the impact of COVID-19.
Around 85% of collections on Intrum's portfolio investments are
automated. To date the impact of lockdown conditions has been felt
most in the southern European markets in which Intrum has recently
grown, where a lower proportion of collections are automated and
issues such as the closure of the Italian courts system have
restricted the capacity to progress liquidation orders in respect
of secured assets. Lockdown measures are now beginning to ease
across much of Europe, but in Fitch's view further repayment risk
remains in respect of those consumers whose own incomes have been
adversely impacted by recent economic disruption.

Intrum reported cash EBITDA in 1Q20 of SEK2.6 billion, below the
SEK3.1 billion in the typically seasonally strong 4Q19 but 14%
ahead of 1Q19. Adjusted EBITDA as a proportion of revenues (gross
of portfolio amortisation) therefore remained sound at around 50%,
but Fitch sees a negative outlook for both earnings (via potential
margin erosion from slower payments) and asset quality (as
portfolio valuation is driven by size and timing of expected future
cash flows). Mitigating near-term asset quality risk is the
long-dated nature of portfolio investments, which are typically
collected over an extended period (allowing for some absorption of
collection delays within the asset-life cycle) as well as the
historically sound collection multiples reported for these assets.

Fitch's core leverage metric for companies with typically stable
asset-based cash-generation characteristics and/or significant
non-balance-sheet-related earnings, such as debt purchasers, is
gross debt-to-adjusted EBITDA (including adjustments for portfolio
amortisation). The benchmark boundary for leverage between 'b' and
'bb' range ratings is 3.5x, and by Fitch's calculations the ratio
(based on annualised adjusted EBITDA and after adding back the 1Q20
portfolio revaluation as an exceptional item) at end-1Q20 was
around 5.2x, which represents a significant constraint on the
overall rating at its current level.

Intrum itself monitors leverage by reference to net debt-to-cash
EBITDA as adjusted for non-recurring items on a rolling 12-month
basis, which at end-1Q20 stood at 4.5x. Since 2017 it has
maintained a medium-term target for this measure of 2.5x-3.5x, its
achievement reliant more on growth in cash EBITDA than on reduction
in debt. Amid recent collection pressure, it has extended the
timetable for being within range from 2020 to 2022. Expectation of
deleveraging was factored into Intrum's rating and should a more
challenging operating environment delay that significantly, Fitch
may tighten its leverage tolerance at the current rating level.

Intrum's long-term funding incorporates bonds, private placements
and a revolving credit facility. Two 3Q19 note issues (EUR800
million to 2026 and EUR850 million to 2027, each partially
refinancing amounts falling due in 2022) served to extend the
funding maturity profile and reduce concentration around the
five-year anniversary of the Lindorff deal. There are no material
near-term refinancing requirements and near-term liquidity is
supported by cash and undrawn revolving credit facility headroom
totalling around SEK13 billion at end-1Q20. While in the
longer-term needing to replenish their business models with regular
portfolio acquisitions, debt purchasers also have the option over
shorter periods to moderate their rate of investment, with cash
flows from portfolios already held able to conserve liquidity over
the near-term.

The rating of Intrum's senior unsecured debt is equalised with the
Long-Term IDR, reflecting Fitch's expectation of average recovery
prospects given Intrum's largely unsecured funding profile.

Fitch assigns Intrum an ESG score of '4' in relation to financial
transparency, in view of the significance of internal modelling to
portfolio valuations and associated metrics such as estimated
remaining collections. However, this is a feature of the debt
purchasing sector as a whole, and not specific to Intrum.

RATING SENSITIVITIES

IDRS AND SENIOR DEBT

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

  - A sustained reduction in earnings generation, particularly if
it gives rise to a weakening in key debt service ratios and other
financial efficiency metrics;

  - Failure to demonstrate progress towards management's stated
deleveraging target, whether resulting from lack of EBITDA growth
or increased appetite for debt, such as to cause doubt as to its
likely achievement by 2022;

  - A weakening in asset quality, as reflected in acquired debt
portfolios significantly underperforming anticipated returns or
repeated material write-downs in their value; or

  - Adverse operational event or significant disruption in business
activities (for example arising from broad-scale introduction of
payment moratoriums in key markets adversely impacting collection
activities), thereby undermining franchise strength and
business-model resilience.

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

  - Given the Negative Outlook, rating upside for the Long-Term IDR
is limited over the short-term. However, over the medium-term, a
revision of the Outlook to Stable could materialise on the back of
demonstrated earnings resilience and sound cash-flow generation in
the current challenging environment.

Intrum's Short-Term IDR would only change if the group's Long-Term
IDR is upgraded above 'BB+' or downgraded below 'B-'.

Intrum's senior unsecured debt rating is primarily sensitive to
changes in the group's Long-Term IDR. Changes to its assessment of
recovery prospects for senior unsecured debt in a default (e.g.
introduction to Intrum's debt structure of a materially larger
revolving credit facility, ranking ahead of senior unsecured debt)
could also result in the unsecured debt rating being notched down
below the IDR.

BEST/WORST CASE RATING SCENARIO

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

Intrum: Financial Transparency: 4

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




=====================
S W I T Z E R L A N D
=====================

WP/AV CH HOLDINGS II: S&P Alters Outlook to Neg. & Affirms 'B' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Swiss software company
WP/AV CH Holdings II B.V. (Avaloq) to negative from stable. At the
same time, S&P affirmed its 'B' long-term issuer credit rating on
Avaloq and its 'B' issue rating on its senior secured debt.

S&P said, "Macroeconomic headwinds relating to the COVID-19
pandemic and higher exceptional costs than we expected will push
Avaloq's adjusted leverage close to 10.0x in 2020, but we expect it
to fall to 7.5x in 2021 as the economy recovers. We expect
macroeconomic headwinds to reduce Avaloq's nonrecurring
revenues--which constitute about 20% of its total revenues--as some
customers postpone investment decisions or scale back their IT
expenditure. Nevertheless, we do not expect this to affect Avaloq's
recurring revenues, which constitute about 80% of its total
revenues." This is thanks to:

-- The mission-critical nature of Avaloq's software, reflected in
its track record of no voluntary customer churn;

-- Large exposure to established financial institutions;

-- No direct exposure to the vertical markets most affected by the
COVID-19 pandemic; and

-- Resilience in transaction-processing volumes amid
COVID-19-related market volatility.

S&P said, "This translates into a revenue decline of about 2%-4% in
our base case for 2020, excluding terminated contracts and
pass-through revenues, or 10%-15% on a reported basis. Our previous
expectation was revenue growth of about 3%, or about a 5% decline
on a reported basis. We also expect about CHF30 million of
exceptional costs, compared to CHF15 million-CHF20 million
previously. This rise will contribute to an increase in leverage
toward 10x in 2020.

"Nevertheless, we see a considerable likelihood that a
macroeconomic recovery in Avaloq's key markets, coupled with
declining exceptional costs on the completion of some
business-reorganization projects, will enable the company to grow
its adjusted EBITDA by 25%-30% in 2021. This will lead debt to
EBITDA to fall to about 7.5x and FOCF to debt to rise to about
7%-8% before exceptional costs (3%-4% including these costs).

“zWhile we see a recovery as likely, the extent of the recovery
will depend on the severity and duration of the COVID-19 pandemic,
and therefore we still see short-term rating downside risk."

Avaloq's track record of maintaining a sizable cash balance
supports the ratings. Avaloq's cash balance at year-end 2019 was
about CHF150 million, representing about 30% of its adjusted debt.
S&P does not subtract any available cash from debt due to Avaloq's
financial-sponsor ownership. Nevertheless, Avaloq has established a
track record of retaining a high cash balance since its leveraged
buyout in 2017, with no material dividend distributions or
acquisitions since then. Unlike its peers, Avaloq has a substantial
cash balance that will provide a buffer for its temporary
underperformance in 2020, thereby supporting its credit quality.

Avaloq has resilient cash flow generation despite the decline in
profitability. Despite higher exceptional costs and weaker trading
than S&P anticipated, it still expects Avaloq to report adjusted
FOCF of about CHF25 million in 2020. This translates into FOCF to
debt of about 5%-6%, including exceptional costs, or about 10%-12%
excluding exceptional costs. The stable FOCF mostly comes from
delayed payment collections from previous deals, and some
COVID-19-related cost savings, mostly on capital expenditures
(capex). S&P now forecasts capex at about CHF5 million-CHF10
million in 2020, compared to CHF15 million-CHF20 million
previously. Capex excludes capitalized development costs, which it
subtracts from EBITDA and forecast at about 4%-5% of revenues.

The negative outlook reflects the potential for a one-notch
downgrade over the next 12 months if we no longer expect Avaloq to
recover its adjusted EBITDA to the 2019 level of about CHF60
million.

S&P said, "We could lower the ratings if weaker recovery prospects
than we expect or high exceptional costs lead leverage to exceed
7.5x in 2021 and FOCF to debt before exceptional costs to fall
below 5%, or if Avaloq no longer retains a significant cash
balance. This could happen if the economic recovery following the
worst of the COVID-19 pandemic takes longer than we expect, further
weighing on business confidence, or if Avaloq no longer adheres to
a prudent financial policy or preserves a significant cash
cushion.

"We could revise the outlook to stable if we observe a strong
recovery leading to a drop in adjusted leverage toward 7x, with
FOCF to debt after exceptional costs at about 5% and a high cash
balance, leaving comfortable headroom under the ratings. This could
happen if business confidence rebounds quickly, supporting IT
spending, coupled with exceptional costs that do not exceed our
base case."




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U N I T E D   K I N G D O M
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ADELIE FOODS: Coronavirus Pandemic Impact Prompts Administration
----------------------------------------------------------------
Business Sale reports that Adelie Foods, one of Britain's biggest
suppliers of sandwiches and food-to-go, has appointed
administrators as the coronavirus pandemic continues to impact the
food sector.

The company had been in rescue talks for several weeks, but a
potential acquisition by an unnamed company couldn't gain the
necessary support from watchdogs in time, Business Sale relays,
citing insiders.  It has now appointed Deloitte to undertake an
insolvency process, with employees having been informed of the
development on May 26, Business Sale discloses.

It has been reported that Deloitte is assessing whether it will be
able to produce a deal to save Adelie from administration, Business
Sale states.  The company is reported to have been in talks over a
deal with listed food supplier Greencore, while Samworth could be
another contender, Business Sale notes.

In its latest available accounts, to the year ending September 30
2018, Adelie Foods registered an EBITDA loss of GBP2.96 million,
according to Business Sale.

Adelie, which is headquartered near Heathrow, employs over 2,000
staff, a large amount of whom have been placed on furlough since
March due to the coronavirus pandemic.  The company's clients
include coffee chains such as Caffe Nero and supermarkets including
Lidl.


ION TRADING: S&P Affirms 'B' ICR on Partial Debt Repayment
----------------------------------------------------------
S&P Global Ratings affirmed its 'B' ratings on ION Trading
Technologies Ltd. (ION) and its EUR3.4 billion debt.

S&P said, "Given ION's recent EUR279 debt repayment with equity
injected by its parent, we estimate ION's S&P Global
Ratings-adjusted debt to EBITDA will be below our downside trigger
of 8x in 2020.   This is significantly lower than the firm's
adjusted leverage of 9.6x in 2019. Deleveraging in 2019 was slower
than we expected, due to the delay in realizing the full amount of
expected cost synergies following the acquisition of Fidessa in
third-quarter 2018, and weaker top-line growth, particularly for
nonrecurring revenue. We still believe ION will achieve the
remaining cost synergies with Fidessa, given its successful track
record of integrating acquired businesses and that about 70% of the
synergies have been achieved so far.

"We forecast ION's free operating cash flow will exceed EUR200
million in 2020-2021, further supporting credit metrics.   This is
thanks to the company's very high adjusted EBITDA margin of 46% in
2019, limited working capital, and low capital expenditure (capex)
needs (mainly research and development). Furthermore, we think ION
will pursue a more prudent mergers and acquisitions and dividend
policy, limiting additional debt intake. ION has committed to
continue deleveraging toward 4x on a reported basis compared with
5.95x in first-quarter 2020. This commitment is bolstered by the
equity injection by its parent. We think these factors will allow
ION to maintain metrics in line with the current rating.

"ION's mission critical products, high recurring revenue base, and
low churn rate support our view of its business.  We view ION's
trading solutions as mission critical to its customers,
particularly during the current pandemic, demonstrated by a
significant surge in trading volumes. We think it unlikely that
ION's clients will switch to alternative providers, especially in
the current climate, given the complexity of the solutions, the
importance of ION's services to its customers' daily operations,
and high initial implementation costs. We believe ION's churn rate
could even temporarily improve this year, remaining low at less
than 2%. Additionally, we think ION's high recurring revenue base
of above 80% will also support earnings stability. That said, we
note ION has relatively high customer concentration, with the
top-30 customers accounting for about 45% of total revenue.
Although the contracts are subject to automatic renewal, we think a
loss of a number of key customers would have a significant negative
impact on ION's credit metrics.

"We think ION has sufficient headroom under our current downside
triggers to absorb the negative impact of COVID-19 on its
nonrecurring revenue and cost-synergy realization.  We believe
movement and travel restrictions in response to COVID-19 could
delay ION's cost-cutting plans, particularly the offshoring of
additional R&D functions. The restrictions could also complicate
ION's efforts to integrate its recent acquisitions, which offer
trading and infrastructure solutions. Furthermore, although a large
majority of 2020 revenue is already contracted, we see potential
risks to top-line revenue growth, particularly in new licenses and
professional services, because we expect ION's key customers could
potentially cut their short-term information technology spending
amid market uncertainties and delay projects that involve
large-scale implementation.

"We think ION's exposure to smaller banks and financial
institutions could add stress in a recession.   As of 2019, ION
generated about one third of its revenue from relatively smaller
banks and financial institutions. We think trading volumes might
significantly reduce during this recession, as seen following the
2008 financial crisis. This could result in another round of
consolidation and a smaller customer base for ION.

"The stable outlook reflects our view that ION's topline will
continue to increase by 1%-3% in 2020 on a pro-forma basis, and
that its EBITDA margin will improve by 100-200 basis points. This
should result in a decline in adjusted debt to EBITDA to 7.5x,
despite our expectation that COVID-19 could negatively impact ION's
nonrecurring revenue and complicate its synergy realization.

"We could lower our rating if ION is unable to meaningfully
deleverage in 2020. This could come after delays in delivering on
planned cost synergies with Fidessa, slower-than-expected
integration with businesses acquired in first-quarter 2020, or a
decline in nonrecurring revenue. In particular, we could lower the
rating if adjusted leverage remains above 8x, or free operating
cash flow (FOCF) to debt remains below 5% on a prolonged basis.

"We could raise our rating over the medium term if solid execution
of ION's plans and debt prepayment leads to a reduction in adjusted
leverage to sustainably below 6.5x, and FOCF to debt to increases
to above 10%."


MA FINANCECO: Moody's Rates New $840MM Secured Term Loan 'B1'
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the proposed
$840 equivalent million dual-tranche senior secured term loan due
June 2025 to be issued by MA FinanceCo., LLC, the finance vehicle
of Micro Focus International plc. Outlook on MA FinanceCo., LLC is
stable.

Proceeds from the senior secured term loan, together with $150
million of available cash on balance sheet, will be used to
partially refinance an equivalent amount under the $1,415 million
outstanding term loan tranche maturing in November 2021 and pay
fees and expenses. The proposed transaction is moderately positive
for leverage and will help Micro Focus to push average maturity to
3.9 years versus 3.2 years currently.

"The transaction will extend modestly the debt maturity profile of
Micro Focus and will materially reduce refinancing risk, after the
postponement of the proposed issuance in March 2020 due to adverse
market conditions. The company's current rating positioning assumes
that remainder of the 2021 maturity will be refinanced over the
upcoming months" says Luigi Bucci, Moody's lead analyst for Micro
Focus.

"Ratings and outlook continue to be supported by the solid free
cash flow (FCF) profile of Micro Focus and benefit from the
dividend suspension initially announced in March 2020. However, the
coronavirus outbreak adds further execution risk to the company's
turnaround strategy as operating performance and leverage over
fiscal year 2020, ending October 2020, will be weaker than
previously anticipated" adds Mr Bucci.

RATINGS RATIONALE

The instrument ratings on the new senior secured dual-tranche term
loan due 2025 will rank in line with the existing senior secured
term loans due 2021/2024 and the senior secured revolving credit
facility due 2022, reflecting the pari-passu nature of the
instruments. Micro Focus' rated debt benefits from cross-guarantees
by the US and UK borrowers and guarantors, as well as a
comprehensive asset security.

Terms and conditions of the notes are largely in line with existing
term loans. However, amendments made to the company's credit
agreement will prevent Micro Focus from distributing special
dividends or undertaking share-buybacks should its senior secured
net leverage continue to exceed 3.0x.

Micro Focus' B1 CFR reflects: (1) its strong position in the
enterprise software market supported by its global footprint and a
wide product range; (2) the company's continued commitment to
achieve a reported net leverage of 2.7x over the medium term; (3)
Moody's expectation of underlying sales execution enhancements on
the back of the strategic and operational review announced in
August 2019; (4) its strong liquidity profile supported by solid
FCF generation, despite ongoing operating performance challenges.

Counterbalancing these strengths are: (1) the integration with HPE
software unit together with the ongoing impact from coronavirus
will affect Micro Focus' operating performance delaying further
progress towards revenue stabilization; (2) the company's product
portfolio of mainly mature software applications; (3) Micro Focus'
aggressive financial policy with most part of excess liquidity
returned historically to shareholders, notwithstanding the recent
dividend suspension and the proposed debt repayment through
available cash resources; (4) additional investments, despite
helping improve sales execution, together with ongoing revenue
declines will weigh on profitability leading to a Moody's-adjusted
EBITDA of over 4x over fiscal 2020 and 2021.

Moody's notes that the revenue decline in the first half of fiscal
2020 accelerated towards -11%. Management identified an impact of
at least 2% deriving from coronavirus involving particularly new
license and services revenues as well as delays to a number of
maintenance renewals. Revenues will not record, as previously
anticipated, any material improvement in the second part of the
year leading to an overall decline well in excess of -10% in fiscal
2020 (previous expectations: -8%). Global trading conditions over
the last quarter of fiscal 2020, and particularly October, will be
key for the overall performance in fiscal 2020 given this period
has been historically the strongest for the company. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety.

However, the rating agency expects Micro Focus to offset to a large
extent the additional top-line underperformance through ongoing
cost savings, as evidenced over the first half of fiscal 2020.
Moody's does not currently anticipate the company to reduce the
additional investments announced in February 2020 which are
perceived by the rating agency as critical. In terms of leverage,
additional pressure on EBITDA will offset the positive impact
deriving from the $150 million debt repayment embedded in the
transaction and will likely lead to a Moody's-adjusted leverage of
slightly over Moody's previous expectation of 4.4x for fiscal
2020.

ENVORONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's perceives the coronavirus outbreak as a social risk given
the substantial implications for public health and safety. In terms
of governance, the rating agency notes that Micro Focus has noted a
number of key management changes in recent years. Moody's perceives
that management focus on sales execution and product development
has been subdued after the acquisition of HPE owing to the efforts
required to integrate a much larger business.

The company's financial policy has been aggressive historically
with most part of excess liquidity distributed to shareholders as
demonstrated by the distribution from the SUSE disposal proceeds.
However, Moody's views positively the actions recently implemented
to protect the company's creditworthiness from ongoing operational
underperformance. Expansion strategy over the past ten years has
been largely inorganic and achieved through the acquisition of a
number of companies with mature product offerings, such as
Attachmate and HPE.

LIQUIDITY

Moody's views Micro Focus' liquidity as strong, based on the
company's cash flow generation, available cash resources of $805
million as of April 2020 and a $500 million committed RCF due 2022.
Micro Focus has drawn $175 million under its RCF as a
countermeasure against potential coronavirus headwinds. Excluding
the impact of this RCF drawing, cash balance over the first half of
fiscal 2020 improved by approximately $270 million. Moody's
anticipates cash flow generation to remain solid over 2020 in spite
of the impact deriving from coronavirus supported by the dividend
suspension announced in March 2020 and reiterated over May 2020.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will continue to generate solid FCF and will reduce leverage,
although slowly, after fiscal 2020. The stable outlook also
reflects Moody's expectation of a reduced rate of decline in
underlying revenues over the second half of fiscal 2020 and fiscal
2021 and broadly stable EBITDA over the same period. It does not
envisage any large acquisition, exceptional shareholder
distribution or additional restructuring program.

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

A rating upgrade would depend on evidence of the successful
execution of the company's strategy to stabilize revenues. Positive
pressure on Micro Focus' ratings could arise if: (1) the company
demonstrated material evidence of progress made towards revenue
stabilization; (2) Moody's-adjusted FCF/Debt was sustainably above
5%; and, (3) Moody's-adjusted debt/EBITDA fell to below 3.5x.

Moody's would consider a rating downgrade should Micro Focus not be
able to significantly reduce the rate of revenue or EBITDA decline.
The rating would come under negative pressure if: (1) FCF
generation was to weaken materially against Moody's current
expectations; or, (2) Moody's-adjusted leverage was greater than 4x
on a sustainable basis with no expectation of improvement; or, (3)
liquidity weakened. Any large debt-funded acquisition could also
weigh negatively on the rating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
Industry published in August 2018.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: MA FinanceCo., LLC

Local-currency Senior Secured Bank Credit Facility, Assigned B1

Foreign-currency Senior Secured Bank Credit Facility, Assigned B1

COMPANY PROFILE

Headquartered in Newbury (United Kingdom), Micro Focus is a global
provider of enterprise software solutions, operating under five
business segments: Security, IT Operations Management, Application
Delivery Management, Information Management & Governance and
Application Modernization & Connectivity. In fiscal 2019, Micro
Focus generated $3.3 billion in revenue and $1.4 billion in
company-adjusted EBITDA.


SWINDON TOWN: At Risk of Going Into Administration if Sale Fails
----------------------------------------------------------------
Swindown Advertiser reports that Swindon Town could be plunged into
administration if a bid to sell the club to U.S. buyers fails,
chairman Lee Power told a court.

Mr. Power, 47, has been taken to the High Court court by
international footballer Gareth Barry's adviser, who claims to hold
a 50% stake in the club, and an Australian businessman who in 2018
agreed to pay GBP1.1 million in exchange for a 15% stake, Swindown
Advertiser relates.

According to court papers, former professional footballer-turned
agent Michael Standing, 39, claims he agreed in 2013 to pay
GBP800,000 to help Mr. Power buy the club -- in exchange for a 50%
share, Swindown Advertiser notes.

Mr. Standing claims he was not told until a year later that Mr.
Power had signed an agreement to 15% of the shares in Swinton Reds
20 Ltd and Seebeck 87 Ltd, which own Swindon Town, to Australian
businessman Clem Morfuni in 2018 in exchange for GBP1.1 million,
Swindown Advertiser discloses.

In turn, Mr. Morfuni, 50, claims he was not told of plans to sell
the club for GBP7.5 million to US firm Able -- and read of the
potential sale in the local press, Swindown Advertiser notes.

They have each obtained injunctions banning the chairman from
selling Swindon Town without their approval, Swindown Advertiser
states.

Court papers published this month show Mr. Power had tried to up
the amount he would have been paid in compensation by Mr. Standing
should the Able sale have fallen through as a result of the
injunction, Swindown Advertiser recounts.

Town's chairman said the club would be likely to have to go into
administration if the Able sale fell through, according to Swindown
Advertiser.


[*] UK: DfT Faces Legal Action Over Illegal State Aid to Ferries
----------------------------------------------------------------
Charles Hymas at The Telegraph reports that the Department for
Transport (DfT) is facing court action for allegedly awarding an
"illegal" GBP35 million state subsidy to ferry operators during the
coronavirus crisis.  

According to The Telegraph, CLdN, one of the biggest freight
operators in Europe, is seeking a judicial review of Transport
Secretary Grant Shapps' decision to hand the GBP35 million to
passenger operators Brittany Ferries, DFDS, Eurotunnel, P&O,
Seatruck and Stena.

In legal letters sent on May 26 to the Dft and seen by The
Telegraph, CLdN claimed the cash aid was illegal under European law
as it was unnecessary and instead provided the passenger ferry
operators with a financial competitive advantage over their freight
rivals.

Announcing the cash support as Britain went into lockdown, the DfT
maintained the subsidy was needed to protect cross-Channel and
other "critical" routes run by the six ferry companies, The
Telegraph discloses.



                           *********


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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Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

This material is copyrighted and any commercial use, resale or
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