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

                          E U R O P E

          Tuesday, June 2, 2020, Vol. 21, No. 110

                           Headlines



F R A N C E

LA FINANCIERE ATALIAN: S&P Affirms 'B' ICR, Outlook Negative
TECHNICOLOR SA: S&P Lowers ICRs to 'CCC-/C', Outlook Negative


G E R M A N Y

LUFTHANSA: EU Denies Creating Extra Hurdles for EUR9BB Bailout
NIDDA HEALTHCARE: Fitch Affirms B+ Rating on Secured Debt
PROGROUP AG: S&P Affirms 'BB-' LT ICR Despite Higher Leverage


I R E L A N D

AVONDALE PARK: Fitch Gives BB-(EXP)sf Rating on Class D Notes
AVONDALE PARK: S&P Assigns Prelim. BB- Rating on Class D Notes
HENLEY CLO II: S&P Assigns Prelim. B- Rating on Class F Notes


I T A L Y

ATLANTIA SPA: In Talks to Sell Autostrade per l'Italia Stake
EI TOWERS: Fitch Affirms 'BB' LT IDR, Then Withdraws Ratings


N E T H E R L A N D S

GLOBAL UNIVERSITY: S&P Puts 'B' Issuer Credit Rating on Watch Neg.
NORTH WESTERLY 2013: Fitch Affirms Class E-R Debt at 'BBsf'


U N I T E D   K I N G D O M

ALDO UK: Enters Administration Over COVID-19 Pandemic
J & P CARPENTRY: Goes Into Administration
JERSEY AERO: Enters Administration Due to Covid-19 Crisis
LERNEN BIDCO: S&P Lowers Rating on First Lien Debt to 'B-'
LUXURY FOR LESS: Placed Into Administration


                           - - - - -


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F R A N C E
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LA FINANCIERE ATALIAN: S&P Affirms 'B' ICR, Outlook Negative
------------------------------------------------------------
S&P Global Ratings affirms 'B' ratings on La Financiere Atalian and
its senior unsecured notes.

Atalian's operations are likely to suffer COVID-19 disruptions
throughout peak months in 2020.   S&P said, "We expect the company
to see the largest disruption to operations during May and June
2020 as a result of services being delayed or postponed due to
global governments' lockdown measures. We consequently expect
revenues will be less than in 2019. That said, Atalian's EBITDA
will likely benefit this year, primarily from the continued
realization of the past years' cost-saving measures, contract
extensions, and improved product mix as a result of COVID-19."

S&P said, "Slower-than-anticipated deleveraging could create rating
pressure.  While the company has seen slower-than-expected
deleveraging than our initial assumptions at the time of the 2018
Severest acquisition, its debt metrics continue to signal
improvements from a peak of 11x S&P Global Ratings-adjusted debt to
EBITDA in 2018. We expect the company will deleverage toward 8x for
financial year 2020, which is somewhat hindered by slightly lower
EBITDA compared with the budget given the COVID-19 fallout. We note
the new management's strong focus on improved cash generation,
improved operational performance, and steady deleveraging. In
addition, we expect funds from operations (FFO) to debt to
strengthen toward 7.5% in 2020 and free operating cash flow (FOCF)
to debt to improve to 2%. These credit metrics will remain
commensurate with our 'B' rating.

"We foresee no near-term liquidity pressures.   Management expects
to generate sufficient cash to support the business over the coming
months and as operations continue to ramp up in post lockdown
period. The company has numerous available sources to uphold its
liquidity position, including availability under its factoring
lines, and cash on balance sheet of EUR106 million as at end-March
2020 and continued focus on working capital management. We also
note that management has leaned on government support measures,
such as the delay in tax payments and furlough where available.
Moreover, we understand Atalian has applied for a PGE loan to
further bolster its liquidity profile and expects it to be signed
in the coming weeks.

"The negative outlook points to our assumption that Atalian's
deleveraging, although improving, is still slower than anticipated
since the Servest acquisition in 2018.

"We could lower the rating on Atalian if it's operating performance
was weaker than anticipated throughout 2020. This would result in
slower EBITDA growth than anticipated and material negative working
capital outflows, leading to negative FOCF at year-end. In
addition, we could lower the rating if we forecast that leverage
would remain above 7.5x beyond 2021, if coverage of cash interest
by FFO declines below 2x, or if we observe a deterioration in the
company's liquidity.

"We could revise the outlook to stable if adjusted debt to EBITDA
improved toward 7x, while FOCF strengthened while maintaining
adequate liquidity."


TECHNICOLOR SA: S&P Lowers ICRs to 'CCC-/C', Outlook Negative
-------------------------------------------------------------
S&P Global Ratings lowered to 'CCC-/C' from 'B-/B' its long- and
short-term issuer credit ratings on Technicolor S.A.

Technicolor's negotiations with existing creditors and new lenders
will likely lead to a default.  The downgrade follows Technicolor's
announcement that it was unable to undertake its planned EUR300
million equity rights issue, contrary to S&P's previous
expectations. This is despite the standby volume underwriting
agreement for the full amount signed by J.P. Morgan and Natixis,
public support from RWC and BPIFrance (15% of shareholding), and
the approval of 98.5% of shareholders during the general assembly
of March 2020. Instead, the company is attempting to raise EUR400
million of new debt and is negotiating with current creditors and
new investors to be able to do so. Although the outcome of these
negotiations is uncertain at this stage, if successful, S&P
believes they could constitute a selective default under its
methodology, if the restructuring results in current debtholders
receiving lower value, for example if they accept a change of
seniority to more junior ranking, or a debt to equity swap.

Liquidity will remain under significant pressure until the new
financing is secured.  S&P said, "We expect liquidity sources to
uses of about 0.5x-0.9x over the next 12 months, according to
different levels of stress we apply. Our calculation includes the
repayment of the $110 million J.P. Morgan bridge facility on July
30, 2020." The risk of immediate default will remain elevated until
financing is secured.

New financing and lower forecast EBITDA will drive up leverage
significantly.  Technicolor's reported EBITDA held up relatively
well in the first quarter of 2020 (EUR27 million, down from EUR32
million in first-quarter 2019). However, S&P believes it will be
severely hit in the second and third quarters of this year due to
the group's difficulties in the production services segment (23% of
2019 total revenue), in particular its activities relating to
special effects for movies. This is because the COVID-19-related
lockdown in many countries has led to a temporary stop of filming,
and there is limited information about when it could resume.
Assuming EUR400 million of new debt, S&P believes Technicolor's
debt-to-EBITDA ratio will exceed 10x in 2020 (compared with its
previous forecast of about 6.0x), before potential equity
financing.

The negative outlook reflects continued liquidity pressure and the
likelihood of a default, distressed exchange, or redemption in the
coming months.

S&P could lower the rating on Technicolor if it sees default as a
virtual certainty, regardless of the time to default, for example,
if Technicolor announces:

-- Its intention to undertake an exchange offer or similar
restructuring that S&P classifies as distressed;

-- It is going to breach the covenant on the RCF;

-- It is missing a payment on its obligations; or

-- Its intention to file for bankruptcy.

S&P could revise the outlook to stable, or raise the rating, if
Technicolor manages to improve its liquidity and secure additional
financing without undertaking an exchange offer or similar
restructuring that it classifies as distressed.




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G E R M A N Y
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LUFTHANSA: EU Denies Creating Extra Hurdles for EUR9BB Bailout
--------------------------------------------------------------
Joe Miller at The Financial Times reports that Margrethe Vestager,
the EU competition chief, has rejected accusations that Brussels is
creating "extra hurdles" for the EUR9 billion bailout of Lufthansa,
after the German group's supervisory board balked at requests to
relinquish lucrative slots at its hub airports in Frankfurt and
Munich.

Speaking to journalists on May 29, Ms. Vestager, as cited by the
FT, said rescue packages in which states injected large amounts of
capital would be seen by investors as "a strengthening of the
company", and thus make it easier for saved businesses to raise
money.

On May 25, Germany agreed to support its national carrier with a
capital injection of EUR5.7 billion, as well as EUR3 billion in
government-backed loans, and EUR300 million-worth of new Lufthansa
shares, which would give Berlin a 20% stake in the airline, the FT
relates.

In the case of a hostile takeover attempt, Angela Merkel's
administration retains the right to increase its position to 25%
plus one share, which is a blocking minority in German law, the FT
discloses.

However, despite Lufthansa being weeks away from running out of
cash, the company's supervisory board refused to approve the
bailout package on May 27, delaying the extraordinary general
meeting needed to ratify the deal, the FT discloses.

According to the FT, the board of Europe's second-largest airline
said it needed time to assess the impact of demands from the
European Commission that it give up some slots in Munich and
Frankfurt, where it holds two-thirds of the available capacity.

The group includes Austrian, Brussels, Swiss and Eurowings
airlines, the FT states.


NIDDA HEALTHCARE: Fitch Affirms B+ Rating on Secured Debt
---------------------------------------------------------
Fitch Ratings has affirmed Nidda Healthcare Holding GmbH's senior
secured debt at 'B+'/'RR3' upon the completion of the senior
secured note tap issue of EUR200 million, which will be used for
general corporate purposes, including for bolt-on M&A. Fitch has
also affirmed Nidda BondCo GmbH's Long-Term Issuer Default Rating
at 'B' with Stable Outlook.

Nidda is the parent of Nidda Healthcare Holding GmbH, an
acquisition vehicle, which acquired Stada Arzneimittel AG, the
Germany-based manufacturer of generic pharmaceutical and branded
consumer healthcare products in 2017.

Nidda's rating reflects Stada's 'BB' business profile that is
balanced against a highly aggressively leveraged capital structure
following a sponsor-backed acquisition of Stada. The Stable Outlook
reflects its expectations that expanding earnings and strong free
cash flow driven by organic and acquisitive growth will continue to
mitigate elevated leverage, which Fitch estimates will remain
between 7.0x and 8.0x in the medium-term.

The Stable Outlook is also predicated on the continuation of a
disciplined approach in acquiring good- quality targets to
complement a strong portfolio of products, together with rigorous
integration of acquisitions. It also reflects its assumptions of
resilient near-term business performance during the current
COVID-19 pandemic.

KEY RATING DRIVERS

Incremental Issue Neutral to Rating: Fitch viewsthe incremental
senior secured tap issue of EUR200 million as rating-neutral. Fitch
understands from management that the funds will be used for general
corporate purposes, including for acquisitions, and will,
therefore, contribute to Stada's value enhancement, and will not be
deployed for shareholder distributions. its updated rating case
reflects an incremental annual EBITDA contribution of around EUR20
million from 2020 onwards. This leads to intact operating and
credit metrics as defined in its sensitivities, supporting the 'B'
IDR.

M&A to Drive Credit Profile: Following completion of the post-LBO
business clean-up, which has put Stada on a healthy organic growth
and profitability foundation, Fitch expects more efforts will be
invested in external growth. Fitch therefore expects more
opportunistic M&A activity, including larger transactions. Its view
is supported by the availability of suitable pharmaceutical assets
as large pharma players streamline their product portfolios as well
as by access to risk capital for stronger-performing sector credits
such as Stada. The threats Fitch sees in this strategy lie in the
risk profile of the target assets, execution risk and financial
discipline.

Deleveraging Potential but De-Risking Unlikely: Stada's steadily
growing and diversifying earnings offer scope for deleveraging from
high post-LBO funds from operations gross leverage of 8.6x in 2018.
Given the company's planned acquisitive growth, Fitch sees
debt-funding driving an estimated FFO gross leverage of 7.0x-8.0x
in the medium-term. That deleveraging is not a priority is evident
in the contemplated tap, which together with the other recently
issued notes and terms loans to fund asset- and business-purchases,
will lead to a temporary spike in FFO gross leverage toward 8.5x in
2020. This follows benign FFO gross leverage of under 7.0x in 2019
in the absence of larger debt-funded M&A.

Solid Operating Performance: Strong organic business growth, new
product launches and realised cost savings have contributed to a
strong improvement in operating results in 2019 and created a solid
platform for medium-term growth. Stada's recent business additions
in the consumer healthcare have tangibly reinforced the company's
position as a pan-European marketing and distribution platform.
Fitch projects robust revenue growth in excess of 10% p.a. through
2022, leading to sales approaching EUR4 billion by 2022, along with
a stable Fitch-defined EBITDA margin of 24%. Its rating case
assumes resilient near-term performance in the current COVID-19
pandemic.

Healthy Cash Flows: Fitch regards Stada's healthy cash flow as a
strong mitigating factor to the company's leveraged balance sheet,
which supports the 'B' IDR. Despite growing trade working capital
and capex requirements, Fitch expects sizeable and sustainably
positive free cash flow at around EUR200 million and robust
mid-to-high single-digit FCF margins. Such solid cash flow
generation offers scope for acquisitions of up to EUR400 million a
year, using a combination of internally generated cash and a
revolving credit facility.

DERIVATION SUMMARY

Fitch rates Nidda according to its global rating navigator
framework for pharmaceutical companies. Under this framework, the
company's generic and consumer business benefits from satisfactory
diversification by product and geography, with a balanced exposure
to mature, developed and emerging markets. Compared with more
global industry participants, such as Teva Pharmaceutical
Industries Limited (BB-/Negative), Mylan N.V. (BBB-/Rating Watch
Positive) and diversified companies, such as Novartis AG
(AA-/Stable) and Pfizer Inc. (A/Negative), Nidda's business risk
profile is affected by the company's European focus. High financial
leverage is a key rating constraint, compared with international
peers', and this is reflected in the 'B' rating.

In terms of size and product diversity, Nidda ranks ahead of other
highly speculative sector peers such as Financiere Top Mendel SAS
(Ceva Sante, B/Stable), IWH UK Finco Limited (Theramex, B/Stable),
Cheplapharm Arzneimittel GmbH (Cheplapharm, B+/Stable) and Antigua
Bidco Limited (Atnahs, B+/Stable). Although geographically
concentrated on Europe, Nidda is nevertheless represented in
developed and emerging markets. This gives the company a business
risk profile that is consistent with a higher rating. However, its
high financial risk, with FFO gross leverage projected to remain
between 7.0x and 8.0xin 2019-2022, is more in line with a weak 'B-'
rating that is only supported by solid FCF. This is comparable with
Ceva Sante's 'B' IDR, balancing high leverage with high intrinsic
cash flow generation, due to stable and profitable operations, and
deleveraging potential.

In contrast, smaller peers such as Theramex is less aggressively
leveraged at 5.0x-6.0x. However, it is exposed to higher product
concentration risks. Cheplapharm's and Atnahs' IDRs of 'B+' reflect
a consistent and conservative financial policy translating into
contained leverage metrics, supported by stronger operating
profitability and FCF generation, which neutralise the companies'
lack of scale and certain portfolio concentration risks.

KEY ASSUMPTIONS

  - Sales CAGR of 12% for 2019-2023, due to volume-driven growth of
legacy product portfolio, new product launches, acquisition of IP
rights and business additions;

  - Fitch-adjusted EBITDA margin at around 24% through 2023,
supported by revenue growth, further cost improvements and
synergies realised from the latest acquisitions;

  - Capex at 4%-5% of sales per year given recent capacity
expansion and expected increase in production volumes;

  - M&A estimated at EUR1.4 billion in 2020, including the latest
acquisition of Takeda's Russia/CIS portfolio, the food supplement
business Walmark, the GSK drug portfolio and a further unspecified
acquisition of EUR200 million. Thereafter product in-licencing and
further product IP rights additions estimated at EUR400 million a
year to be funded from internally generated funds and a committed
undrawn RCF;

  - M&A purchased at 10x enterprise value (EV)/EBITDA multiples
with a 20% EBITDA contribution;

  - Liability to non-controlling shareholders maintained at EUR3.82
gross per share resulting in around EUR15 million in payment, which
Fitch classifies as a preferred dividend;

  - Stada's legacy debt (mainly an outstanding EUR267 million 1.75%
bond due 2022) to be repaid via an incremental issue under the
existing secured debt facilities; and

  - No dividends.

Recovery Assumptions:

  - Nidda would be considered a going-concern in bankruptcy and be
reorganised rather than liquidated.

  - Fitch estimates a post-restructuring EBITDA of around EUR550
million (increased from previously around EUR515 million due to
incremental earnings from M&A), which would allow Nidda to remain a
going- concern and cover the cash cost of debt of around EUR200
million, sustainable capex including product additions/in-licensing
of EUR150 million-EUR200 million, trade working capital of EUR100
million and tax of EUR50 million.

  - Fitch applies a distressed EV/EBITDA multiple at 7.0x, which
reflects Stada's size, product breadth and cash-generative
operations.

  - Based on the principal waterfall, with the RCF of EUR400
million assumed fully drawn in the event of default, Fitch assumes
Stada's senior unsecured legacy debt (at operating company level),
which is structurally the most senior, ranks on enforcement pari
passu with the senior secured acquisition debt, including term
loans and senior secured notes. The incremental senior secured tap
of EUR200 million ranks pari passu with the existing senior secured
term loans and notes. Senior notes at Nidda rank below senior
secured acquisition debt.

  - After deducting 10% for administrative claims, its principal
waterfall analysis generates a ranked recovery for the senior
secured debt in the 'RR3' category, leading to a 'B+' rating. On
completion of the tap issue the waterfall analysis output
percentage has decreased to 62% from 64%, reflecting the enlarged
senior secured debt leading to an unchanged 'B+' instrument
rating.

- Senior debt's Recovery Rating is 'RR6' with 0% expected
recoveries. The 'RR6' band indicates a 'CCC+' instrument rating,
two notches below the IDR.

RATING SENSITIVITIES

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

  - Sustained strong profitability (Fitch-defined EBITDA margin in
excess of 25%) and FCF margin consistently above 5%.

  - Reduction in FFO gross leverage to below 7.0x, or FFO net
leverage toward 6.0x on a sustained basis.

  - Maintenance of FFO interest coverage close to 3.0x.

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

  - M&A shifting towards higher-risk or lower-quality assets or
weak integration resulting in pressure on profitability and
challenging positive FCF margins.

  - Failure to maintain FFO gross leverage below 8.5x, or FFO net
leverage below 7.5x.

  - FFO interest coverage weakening to below 2.0x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch projects a comfortable year-end cash
position of EUR200 milion-EUR250 million until 2022, supported by
healthy FCF generation. Organic cash flows would accommodate around
EUR400 million of annual M&A and cover maturing legacy debt at
Stada. However, Fitch projects a RCF drawdown of EUR200 million in
2022 - out of the committed EUR400 million available - to redeem
its EUR267 million bond and to keep readily available cash above
EUR100 million.

For the purpose of liquidity calculation Fitch has deducted EUR2
million-EUR3 million of cash held in China and a further EUR100
million as minimum operating cash, which Fitch assumes to increase
gradually to EUR120 million by 2022 as the business gains scale.

Nidda's financial flexibility benefits from recently extended
maturities of the term loans to June 2025 with a maturity extension
provision to August 2026, subject to senior notes being extended or
refinanced to fall due after the term loan F, improving Nidda's
maturity headroom.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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


PROGROUP AG: S&P Affirms 'BB-' LT ICR Despite Higher Leverage
-------------------------------------------------------------
S&P Global Ratings affirmed its long-term issuer credit rating on
German corrugated board producer Progroup AG at 'BB-'.

S&P Global Ratings has revised down its credit metric expectations
for 2020 to reflect a decline in average selling prices, weaker
demand, and higher input costs.   S&P said, "We expect
containerboard and corrugated board prices will remain low in 2020.
While the COVID-19 pandemic has had limited impact on packaging for
fast-moving consumer goods (FMCG), it has reduced demand for
industrial packaging. On the cost side, due to the COVID-19-related
disruption in waste paper collection and sorting in several
European countries, recovered paper prices have soared in the
recent two months. Although we expect this price hike to be
temporary (the waste paper industry has been oversupplied since
China started limiting waste paper imports in 2017), it will
depress margins in the short term. We thereby expect Progroup's
EBITDA margins to decline to about 19.5%-20.5% in 2020. Capital
expenditure (capex) will remain high at EUR260 million-EUR270
million in 2020 and mainly related to the construction of the PM3
containerboard mill in Germany. We therefore expect adjusted debt
to EBITDA of about 4.9x-5.1x and funds from operations (FFO) to
debt of about 12%-13% in December 2020."

The ramp-up of production at new plants (corrugated board and
containerboard) should support volume growth.   The ramp-up of
production at the new corrugated plants in Germany (PW13), Italy
(PW11) and the U.K. (PW12) should lead to volume growth of 6% in
2020 and 5% in 2021. S&P also expects revenue to be supported by
the ramp-up of the new containerboard plant (PM3) in Germany, which
is due to start production in the second half of 2020.

S&P said, "We expect leverage to decrease from 2021.   Expansion
capex will remain high in 2020 due to the construction of the PM3.
Maintenance capex is relatively low since Progroup's asset base is
well-invested. From 2021, free operating cash flow (FOCF) should
benefit from lower capex. The construction of PM3 is set to be
finalized in 2020 and future investments only relate to (less
capital-intensive and smaller) corrugated board plants (i.e. PW14
in Poland). In 2021, we expect EBITDA will be supported by improved
economic conditions, the ramp-up of production at new plants and
higher selling prices. We expect adjusted debt to EBITDA to decline
to 4.2x by year-end 2021.

"The stable outlook reflects our expectation that the group's
leverage will peak in 2020. We expect credit metrics will improve
gradually from 2021 on the back of more favorable market conditions
and lower investments. We forecast debt to EBITDA returning below
4.5x and FFO to debt above 16% by December 2021.

"We could downgrade Progroup if its operational performance
deteriorated significantly. This could be the result of an extended
period of adverse pricing pressure in containerboard, corrugated
board, or raw materials. It could also result from an unexpected
outage at one of the group's mills, or cost overruns related to its
expansion investments. We would view a ratio of FFO to debt of
below 16% and debt to EBITDA of above 4.5x over an extended period
as commensurate with a lower rating.

"We could raise the ratings if Progroup's financial risk profile
improved, with FFO to debt exceeding 25% and debt to EBITDA
improving to 3.0x on a sustainable basis. We view such a scenario
as unlikely, however, given the group's planned investments in new
plants."




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I R E L A N D
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AVONDALE PARK: Fitch Gives BB-(EXP)sf Rating on Class D Notes
-------------------------------------------------------------
Fitch Ratings has assigned Avondale Park CLO DAC expected ratings.

Final ratings are contingent on the receipt of final documents in
line with the information received for the expected ratings

Avondale Park CLO DAC

  - Class A-1A; LT AAA(EXP)sf Expected Rating   

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

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

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

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

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

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

TRANSACTION SUMMARY

Avondale Park CLO DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
will be used to fund a portfolio with a target par of EUR300
million. The portfolio will be actively managed by Blackstone/GSO
Debt Funds Management Europe Limited. The collateralised loan
obligation has a 3.1-year reinvestment period and an 8.5-year
weighted average life.

KEY RATING DRIVERS

'B' Portfolio Credit Quality: Fitch assesses the average credit
quality of obligors to be in the 'B' category. The Fitch weighted
average rating factor of the identified portfolio is 30.3, against
the indicative WARF covenant at 35.

High Recovery Expectations: At least 90% of the portfolio will
comprise senior secured obligations. Fitch views the recovery
prospects for these assets as more favourable than for second-lien,
unsecured and mezzanine assets. The Fitch weighted average recovery
rate of the identified portfolio is 66.3%, against the indicative
WARR covenant of 64.5%

Diversified Asset Portfolio: The transaction has several Fitch test
matrices corresponding to various top 10 obligors' concentration
limits. The transaction also includes various concentration limits,
including the maximum exposure to the three largest (Fitch-defined)
industries in the portfolio at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management: The transaction has a 3.1-year reinvestment
period and includes reinvestment criteria similar to those of other
European transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

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

RATING SENSITIVITIES

This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modelling process uses the modification
of these variables to reflect asset performance in up- and down
environments. The results below should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance. Factors that could, individually or
collectively, lead to positive rating action/upgrade: A reduction
of the default rate of all rating levels by 25% of the mean RDR and
an increase in the recovery rate by 25% in all rating levels will
result in 0 to 4 notches change across the structure, apart from
the class A notes, which are already at the highest 'AAAsf' rating.
The transaction features a reinvestment period and the portfolio is
actively managed. At closing, Fitch uses a standardised stress
portfolio (Fitch's Stress Portfolio) that is customised to the
specific portfolio limits for the transaction as specified in the
transaction documents. Even if the actual portfolio shows lower
defaults and 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 CE
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: An increase
of the RDR of all rating levels by 25% of the mean RDR and a
decrease of the RRR by 25% in all rating levels will result in
three to five notches change across the structure. Downgrades may
occur if the build-up of the notes' CE following amortisation does
not compensate for a higher loss expectation than initially assumed
due to an unexpectedly high level of default and portfolio
deterioration. As the disruptions to supply and demand due to the
COVID-19 disruption become apparent for other vulnerable sectors,
loan ratings in those sectors would also come under pressure. Fitch
will update the sensitivity scenarios in line with the view of
Fitch's Leveraged Finance team. Coronavirus Baseline Sensitivity:
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 in the ramped portfolio (96% of target
par) with corporate issuers on Negative Outlook regardless of
sector. This scenario shows resilience of the assigned ratings,
with a substantial cushion across rating scenarios. Coronavirus
Downside Sensitivity: Fitch has added a sensitivity analysis that
contemplates a more severe and prolonged economic stress caused by
a re-emergence of infections in the major economies, before halting
recovery begins in 2Q21. The downside sensitivity incorporates the
following stresses: applying a notch downgrade to all Fitch-derived
ratings in the 'B' rating category and applying a 0.85 recovery
rate multiplier to all other assets in the portfolio. Under this
downside scenario, the ratings would be one to four notches below
the current 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.

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.


AVONDALE PARK: S&P Assigns Prelim. BB- Rating on Class D Notes
--------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Avondale
Park CLO DAC's class A-1A to D European cash flow CLO notes. At
closing, the issuer will issue unrated subordinated notes.

The preliminary ratings reflect S&P's assessment of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior-secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which S&P's expect to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

  Portfolio Benchmarks
                                                  Current
  S&P weighted-average rating factor             2,512.05
  Default rate dispersion                          690.67
  Weighted-average life (years)                      5.39
  Obligor diversity measure                         98.31
  Industry diversity measure                        15.75
  Regional diversity measure                         1.31

  Transaction Key Metrics
                                                  Current
  Portfolio weighted-average rating derived
   from our CDO evaluator                             'B'
  'CCC' category rated assets (%)                     0.7
  Covenanted 'AAA' weighted-average recovery (%)    37.76
  Covenanted weighted-average spread (%)             3.40
  Covenanted weighted-average coupon (%)             4.25

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately four-and-a-half years
after closing.

S&P said, "We understand that at closing the portfolio will be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior-secured term loans and senior-secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR300 million target par
amount, the covenanted weighted-average spread (3.40%), the
reference weighted-average coupon (4.25%), and the target minimum
weighted-average recovery rate as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

The transaction includes an amortizing reinvestment target par
amount, which is a predetermined reduction in the value of the
transaction's target par amount unrelated to the principal payments
on the notes. This may allow for the principal proceeds to be
characterized as interest proceeds when the collateral par exceeds
this amount, subject to a limit, and affect the reinvestment
criteria, among others. This feature allows some excess par to be
released to equity during benign times, which may lead to a
reduction in the amount of losses that the transaction can sustain
during an economic downturn. S&P said, "Hence, in our cash flow
analysis, we have considered scenarios in which the target par
amount declined by the maximum amount of reduction indicated by the
arranger."

Under S&P's structured finance sovereign risk criteria, it
considers that the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary ratings.

Until the end of the reinvestment period on July 20, 2023, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

At closing, S&P expects that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under its current
counterparty criteria.

S&P expects the transaction's legal structure and framework to be
bankruptcy remote, in line with its legal criteria.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe our
preliminary ratings are commensurate with the available credit
enhancement for the class A-1A to D notes. Our credit and cash flow
analysis indicates that the available credit enhancement could
withstand stresses commensurate with the same or higher rating
levels than those we have assigned. However, as the CLO will be in
its reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our preliminary ratings assigned to the notes."

In light of the rapidly shifting credit dynamics within CLO
portfolios due to continuing rating actions (downgrades,
CreditWatch placements, and outlook changes) on speculative-grade
corporate loan issuers, S&P is making qualitative adjustments to
its analysis when rating CLO tranches to reflect the likelihood
that changes to the credit profile of the underlying assets may
affect a portfolio's credit quality in the near term. This is
consistent with paragraph 15 of its criteria for analyzing CLOs. To
do this, S&P's review the likelihood of near-term changes to the
portfolio's credit profile by evaluating the transaction's specific
risk factors, including, but not limited to, the percentage of the
underlying portfolio that comes from obligors that:

-- Are rated in the 'CCC' range;
-- Are currently on CreditWatch with negative implications;
-- Are rated with a negative outlook; or
-- Sit within a static portfolio CLO transaction.

Based on S&P's review of these factors, and considering the
portfolio concentration, it believes that the minimum cushion
between this CLO's break-even default rates (BDRs) and scenario
default rates (SDRs) should be 1.0% (from a possible range of
1.0%-5.0%).

As noted, the purpose of this analysis is to take a forward-looking
approach for potential near-term changes to the underlying
portfolio's credit profile.

S&P said, "Taking the above factors into account and following our
analysis of the credit, cash flow, counterparty, operational, and
legal risks, we believe that our preliminary ratings are
commensurate with the available credit enhancement for all of the
rated classes of notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-1A to D
notes to five of the 10 hypothetical scenarios we looked at in our
recent publication."

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

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it will be managed by Blackstone/GSO
Debt Funds Management Europe Ltd.

  Ratings List

  Class  Prelim.    Prelim.       Interest     Credit    
         Rating     amount          rate (%)     enhancement (%)
                   (mil. EUR)
  A-1A   AAA (sf)   159,000,000    3mE + 1.70    42.00
  A-1B   AAA (sf)    15,000,000    3mE + 1.90*   42.00
  A-2    AA (sf)     25,000,000    3mE + 2.57    33.67
  B      A (sf))     23,000,000    3mE + 3.53    26.00
  C      BBB- (sf)   17,000,000    3mE + 5.10    20.33
  D      BB- (sf)    15,000,000    3mE + 7.25    15.33
  Sub    NR          29,700,000    N/A           N/A

* The class A-1B notes are subject to a EURIBOR cap of 1.5%.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.


HENLEY CLO II: S&P Assigns Prelim. B- Rating on Class F Notes
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Henley CLO II DAC's class A, B, C, D, E, and F notes. At closing,
the issuer will also issue unrated subordinated notes.

Henley CLO II is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by sub-investment grade borrowers. Napier
Park Global Capital Ltd. will manage the transaction.

Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.

The portfolio's reinvestment period will end approximately three
years after closing, and the portfolio's maximum average maturity
date will be seven years after closing.

The preliminary ratings assigned to the notes reflect S&P's
assessment of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

  Portfolio Benchmarks
                                                      Current
  S&P weighted-average rating factor                 2,885.46
  Default rate dispersion                              351.45
  Weighted-average life (years)                          5.67
  Obligor diversity measure                             60.74
  Industry diversity measure                            17.79
  Regional diversity measure                             1.16

  Transaction Key Metrics
                                                      Current
  Total par amount (mil. EUR)                             200
  Defaulted assets (mil. EUR)                               0
  Number of performing obligors                            88
  Portfolio weighted-average rating
   derived from our CDO evaluator                         'B'
  'CCC' category rated assets (%)                           0
  Covenanted 'AAA' weighted-average recovery (%)        35.00
  Covenanted weighted-average spread (%)                 3.80
  Reference weighted-average coupon (%)                  4.50

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average rating of 'B'. We consider that the portfolio will
be well-diversified on the effective date, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
collateralized debt obligations.

"In our cash flow analysis, we used the EUR200 million par amount,
the covenanted weighted-average spread of 3.80%, the reference
weighted-average coupon of 4.50%, and the covenanted
weighted-average recovery rates for all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category. Our cash flow
analysis also considers scenarios where the underlying pool
comprises 100% of floating-rate assets (i.e., the fixed-rate bucket
is 0%) and where the fixed-rate bucket is fully utilized (in this
case 10%). The transaction also benefits from a EUR25 million
six-year interest cap with a strike rate of 2% until 2026, reducing
interest rate mismatch between assets and liabilities in a scenario
where interest rates exceed 2%.

"We expect that the transaction's documented counterparty
replacement and remedy mechanisms will adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned preliminary ratings, as the exposure to
individual sovereigns does not exceed the diversification
thresholds outlined in our criteria.

"At closing, we consider that the transaction's legal structure
will be bankruptcy remote, in line with our legal criteria.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to F notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our assigned ratings on the notes.

"In light of the rapidly shifting credit dynamics within CLO
portfolios due to continuing rating actions (downgrades,
CreditWatch placements, and outlook changes) on speculative-grade
corporate loan issuers, we are making qualitative adjustments to
our analysis when rating CLO tranches to reflect the likelihood
that changes to the credit profile of the underlying assets may
affect a portfolio's credit quality in the near term. This is
consistent with paragraph 15 of our criteria for analyzing CLOs."
To do this, S&P reviews the likelihood of near-term changes to the
portfolio's credit profile by evaluating the transaction's specific
risk factors, including, but not limited to, the percentage of the
underlying portfolio that comes from obligors that:

-- Are rated in the 'CCC' range;
-- Are currently on CreditWatch with negative implications;
-- Are rated with negative a negative outlook; or
-- Sit within a static portfolio CLO transaction.

Based our review of these factors, S&P believes that the minimum
cushion between this CLO tranches' break-even default rates (BDRs)
and scenario default rates (SDRs) should be 1.5% (from a possible
range of 1.0%-5.0%).

As noted above, the purpose of this analysis is to take a
forward-looking approach for potential near-term changes to the
underlying portfolio's credit profile.

S&P said, "Taking the above into account and following our analysis
of the credit, cash flow, counterparty, operational, and legal
risks, we believe that our preliminary ratings are commensurate
with the available credit enhancement for all of the rated classes
of notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to E notes
to five of the 10 hypothetical scenarios we looked at in our recent
publication. The results shown in the chart below are based on
actual weighted-average spread, coupon, and recoveries.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."

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


  Ratings List
  Class   Prelim.   Prelim.    Credit          Interest rate*    
          rating    amount     enhancement        (%)
                   (mil. EUR)
  A       AAA (sf)   108.00    46.00     Three/six-month EURIBOR
                                          plus 1.74%

  B       AA (sf)     26.50    32.75     Three/six-month EURIBOR
                                          plus 2.60%

  C       A (sf)      14.00    25.75     Three/six-month EURIBOR
                                          plus 3.62%

  D       BBB (sf)    12.00    19.75     Three/six-month EURIBOR
                                          plus 4.47%

  E       BB- (sf)     9.50    15.00     Three/six-month EURIBOR
                                          plus 7.43%

  F       B- (sf)      4.00    13.00     Three/six-month EURIBOR
                                          plus 8.54%

  Sub     NR          27.75     N/A      N/A

*The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.




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

ATLANTIA SPA: In Talks to Sell Autostrade per l'Italia Stake
------------------------------------------------------------
Silvia Sciorilli Borrelli at The Financial Times reports that
Atlantia, the Italian infrastructure company controlled by the
billionaire Benetton family, is in talks to sell a stake in
Autostrade per l'Italia, the toll road arm that has come under fire
following the collapse of the Genoa bridge two years ago.

Institutional investors including US investment funds, Italian
state lender Cassa Depositi e Prestiti, and F2i, an infrastructure
fund owned by CDP, Intesa, UniCredit and a group of Italian pension
funds, have held initial discussions with the company, the FT
relays, citing three people involved in the talks.

The Five Star Movement, Italy's senior coalition partner, has made
revoking Autostrade's toll road concessions a priority in the wake
of the August 2018 disaster in which 43 people were killed, the FT
relates.

However, stripping Autostrade of the concessions 18 years before
its contract expires could lead to complicated legal proceedings
and a lengthy international public tender to find a new operator,
said legal experts and junior coalition partners, the FT notes.

Atlantia, as cited by the FT, said talks were at a very early stage
and that it had launched a "data room" to share information on
Autostrade.

The company will only be able to start a negotiation phase once the
Italian government has clarified its position, as this will
determine the asset's price, the FT says.

The transport minister and finance minister, both from the
centre-left Democratic party, are pushing for a compromise where
Autostrade maintains the concessions while also discounting toll
fees by 5% and selling a stake to CDP and F2i, according to two
people involved in the talks, the FT discloses.

Edizione, the Benetton family holding company that owns 30% of
Atlantia, could also sell part of its stake, further diminishing
the family's role within Autostrade, the FT states.

"This solution would give Five Star the Benetton family scalp while
also avoiding very risky legal consequences for the state," the FT
quotes one of the people as saying.

Autostrade is also awaiting the government's green light for a
EUR1.25 billion state-backed credit line, the FT discloses.
According to the FT, several people briefed on the matter said that
while UniCredit and a pool of other banks have approved the request
pending the state guarantee, public authorities' clearance is
dependent on the government's decision on the future of the
concessions contract.

As reported by the Trobuled Company Reporter-Europe on Jan. 6,
2020, Reuters related that Atlantia risks going bankrupt if Italy's
government revokes its motorway license with limited compensation,
the infrastructure group's CEO told an Italian daily on Jan. 4,
adding an alternative compromise could be found.  Atlantia has come
under fire after the collapse of a concrete bridge operated by its
Autostrade per l'Italia unit killed 43 people in the port city of
Genoa in August 2018, Reuters noted.  The group, controlled by
Italy's Benetton family, manages the country's biggest toll-road
network, spanning 3,000 km.


EI TOWERS: Fitch Affirms 'BB' LT IDR, Then Withdraws Ratings
------------------------------------------------------------
Fitch Ratings has affirmed EI Towers S.p.A.'s Long-Term Issuer
Default Rating at 'BB' with a Stable Outlook and subsequently
withdrawn all ratings.

EIT's ratings reflect a cash-generative business model, which is
supported by long-duration customer contracts that provide
medium-term visibility to revenues and the cost structure.
Sectorial trends in TV broadcasting and spectrum re-farming reduce
visibility and create some uncertainties over the next four-
to-five years.

EIT is managing an increase in leverage following the joint
acquisition of Persidera with Italian infrastructure fund and
controlling shareholder, F2i. The Stable Outlook reflects its
expectations that pro-forma funds from operations (FFO) net
leverage will decline to 5.5x by end-2021 from about 6.5x at
end-2019 and to a level that is consistent with a 'BB' rating.

The ratings have been withdrawn for commercial reasons.

KEY RATING DRIVERS

Visible Revenues, Strong FCF: At end-2019 Fitch estimates that EIT
derived around 75% of its revenues from broadcast TV with the rest
from telecoms towers and other sources such as radio and Internet
of Things (IoT). TV and telecom revenue streams are based on
inflation-linked contracts that are typically of five-year duration
or more. The long-term contracts provide revenue visibility, which
combined with a fairly predictable cost structure and maintenance
capex at 4%-5% of sales, should enable EIT to generate strong
pre-dividend free cash flow (FCF) margins of around 30% from 2020.

Acquisition of Persidera's Network Assets: EIT acquired the network
assets of Persidera in 4Q19. The acquisition has enabled the
company to build scale and drive synergies in EIT's core TV
broadcast infrastructure business. EIT funded the acquisition with
debt, resulting in pro-forma FFO net leverage of about 6.5x at
end-2019 and above the thresholds of a 'BB' rating.

Retained Financial Flexibility: Fitch expects EIT will be able to
reduce FFO net leverage to 5.5x by end-2021, reflecting its strong
cash generation and retained FCF. EIT does not have a formal
financial policy for leverage or shareholder remuneration. The lack
of a formal policy, while retaining flexibility for investments and
operational requirements, creates some uncertainty on the pace and
extent of deleveraging.

Strong Deleveraging Capacity: Its base case assumes broadly flat
dividend payments of around EUR40 million per year. Dividends at
this level enable EIT to retain financial flexibility while
providing scope for deleveraging of about 0.4x to 0.5x per year.
Continued deleveraging at this pace would add positive pressure to
the rating within 12 to 24 months, assuming visibility of a
supportive financial policy in relation to leverage and shareholder
remuneration.

Medium-Term Sectorial Uncertainties: Fitch believes demand for
EIT's telecoms towers will remain robust as mobile operators deploy
5G and meet rural coverage requirements. TV broadcasting revenues
over the medium-term carry some risks. These relate to substitution
effects from terrestrial fibre deployment / IPTV, fragmentation of
content consumption habits and increasing proportion of advertising
spending on internet content that may impact the viability of some
TV channels and consequently the demand for EIT's TV broadcast
services. However, the evolution of these trends in Italy is slow
compared with other countries in Europe due to the gradual pace of
fibre deployment.

700 MHz Frequency Re-farming: Italy will see some of the spectrum
that is used for TV broadcasting reallocated for 5G mobile services
by 2022. The reallocation will see the number of EIT's multiplexers
decline to 2.5 from 5. The decline will see a reduction in revenues
for EIT, which can be predicted and are included in Fitch's
base-case forecasts. Fitch expects EIT to be able to offset the
declines in EBITDA through cost reductions and growth in other
areas of the business such as telecoms towers and IoT.

Strong Logic for Scale: The reduction in frequencies for TV
broadcasting and potential medium- to long-term substitution risks
relating to IPTV create a strong rationale and industrial logic for
building scale and extracting synergies through inorganic
development.

DERIVATION SUMMARY

EIT's natural peer group includes pan-European tower operator,
Cellnex Telecom SA (BBB-/Stable), Infrastrutture Wireless Italiane
S.p.A. (BBB-/Stable) and the large US mobile tower operators,
American Tower Corporation (BBB+/Stable) and Crown Castle
International Corp (BBB+/Stable). Compared with these peers EIT is
smaller, has more limited diversification and is mainly reliant on
broadcast TV rather than the mobile-oriented businesses of its
peers. EIT's operational quality is therefore less strong and
consequently has lower FFO net leverage tolerance at a given rating
level.

Taking into account the market structure, exposure to broadcast TV
and higher leverage due to M&A, EIT's ratings are currently
positioned towards the lower end of the 'BB' level, with limited
headroom within the company's leverage metric. However, Fitch
considers terrestrial TV in Italy as less exposed to the risk of
technological change or disintermediation than other markets given
the limited penetration of pay-TV, absence of a cable network in
the country and less advanced, albeit improving, fibre
infrastructure. For these reasons, revenue- and cash
flow-visibility are regarded as strong in the short- to
medium-term.

KEY ASSUMPTIONS

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

  - Revenue growth around 11% in 2020, reflecting primarily a
full-year of consolidation of acquired network assets from
Persidera;

  - Fitch-adjusted EBITDA margin around 53% in 2020;

  - Maintenance capex around 5% of sales per year; and

  - Common dividends of EUR40 million per year.

RATING SENSITIVITIES

NA

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

EIT reported readily available cash of EUR9.6 million at end-2019,
up from EUR8.6million at end-2018. There are no debt maturities
until July 2023. EIT is strongly cash-generative, which provides
flexibility if needed.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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




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

GLOBAL UNIVERSITY: S&P Puts 'B' Issuer Credit Rating on Watch Neg.
------------------------------------------------------------------
S&P Global Ratings placed its ratings on Netherlands-based
education provider Global University Systems Holding BV (GUS),
including its 'B' issuer credit rating and its 'B' issue-level
rating on the company's senior secured debt, on CreditWatch with
negative implications.

S&P expects the COVID-19 pandemic to strain revenue and EBITDA in
the next 12 months.

S&P said, "We expect GUS's topline to decline by 4%-8% in 2020,
despite the contribution of recent acquisitions, which increased
the average active student base to more than 65,000 at the end of
2019 from about 45,000 in 2018. The introduction of social
distancing measures, restrictions to international travel, and
tougher stances on immigration policy are likely to constrain
enrollment over the coming months, leading to a 10%-15%
like-for-like reduction in active students, in our opinion.
Notably, demand for vocational courses and from international
students could be particularly affected, in our view.

"Nevertheless, the company has migrated many of its courses to a
fully online teaching amid the initial signs of the coronavirus
pandemic in mid-February.   In addition, it plans to roll out more
"hybrid"--on-campus and online--curriculums over the next academic
year, to cope with persistent social distancing regulations. We
believe these measures could help GUS retain students' demand,
slowing down the drop in enrollment in 2020 and supporting a
moderate convergence towards pre-COVID levels in 2021. However,
increased competition from other online education providers will
increase pressure on the average revenue per student, which we
anticipate will remain subdued over the medium term."

Slowdown in revenues growth and moderate cost-cutting are likely to
result in earnings compression, which would cause releveraging.  In
response to the worldwide shutdowns, GUS temporarily closed its
schools and university campuses. This, however, brought in only
marginal savings, because the company kept paying the full rent
bill. On the other hand, the monthly payroll fell by 15%-20% after
GUS furloughed some of its nonteaching workforce. At the same time,
because a higher number of students is expected to delay the
payment of their academic fees, S&P anticipates a wave of
write-offs of accrued income -- arising from the recruitment
business -- and receivables balances could add to the overall
costs. As a result, despite the consolidation of the recently
acquired businesses, S&P anticipates reported EBITDA -- which
includes foreign exchange gains and losses on borrowings -- in 2020
will moderately decline to GBP60 million-GBP90 million in 2020,
before rebounding toward GBP100 million-GBP130 million in 2021.
This would push the company's S&P Global Ratings-adjusted debt to
EBITDA to 8.0x-9.0x in 2020 from 7.1x in 2019, before declining
toward 6.5x-8.0x in 2021, under our base-case scenario. However a
more stressed scenario, which includes a larger decline in
students' demand, and a further increase in deferral requests and
write-offs could lead to higher leverage and weaker cash
generation, which is the basis for our CreditWatch placement.

GUS's ample cash buffer and resilient cash flow will support its
liquidity positon and absorb intra-year volatility.  S&P expects
the company to show positive free operating cash flow (FOCF) in
fiscal 2020, despite the slowdown in performance. This, coupled
with a substantial cash balance -- more than GBP300 million at
April 30, 2020 -- gives the company sufficient liquidity headroom
to weather intra-year working capital volatility.

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

-- Health and safety

The CreditWatch placement reflects downside risk regarding the
severity and duration of the coronavirus pandemic's impact on
students demand, possibly resulting in reduced enrollment. The
persistence of social distancing measures and restrictions to
international travel is likely to hamper GUS's earnings expansion,
and could result, under certain scenarios, in leverage remaining
well above 7x for an extended period.

S&P said, "We plan to resolve the CreditWatch placement once we
have evaluated new information, including the macroeconomic
environment, the impact of international travel restrictions,
reduced on-campus activities, student demand, and enrollment data
alongside discount details (if applicable) for the next academic
year.

"We could lower the rating if student enrollment is lower than what
we anticipate in our base-case scenario, resulting in a slower
earning expansion that would keep leverage above 7.0x over the
medium term. We could also lower the ratings if the company resumed
its debt-acquisition activity beyond the targets in the pipeline,
increasing the risk of integration setbacks and the overall debt
burden."

S&P could affirm the ratings if:

-- The macroeconomic environment and business operating
assumptions support achievement of at least our base-case
forecasts, in particular showing material sustainable positive
reported FOCF;

-- The company retains a larger portion students in 2020 than we
currently expect, suggesting a faster revenue and EBITDA expansion;
and

-- FOCF remains positive.


NORTH WESTERLY 2013: Fitch Affirms Class E-R Debt at 'BBsf'
-----------------------------------------------------------
Fitch Ratings has upgraded three tranches of North Westerly CLO IV
2013 B.V. and affirmed the other tranches.

North Westerly CLO IV 2013 B.V.

  - Class A-1-R XS1643883363; LT AAAsf; Affirmed

  - Class A-2-R XS1643884171; LT AAAsf; Affirmed

  - Class B-1-R XS1643884924; LT AAAsf; Upgrade

  - Class B-2-R XS1643885657; LT AAAsf; Upgrade

  - Class C-R XS1643886200; LT A+sf; Affirmed

  - Class D-R XS1643887190; LT BBB+sf; Upgrade

  - Class E-R XS1643887604; LT BBsf; Affirmed

TRANSACTION SUMMARY

The transaction is a cash flow CLO mostly comprising senior secured
obligations. The transaction is out of its reinvestment period and
the portfolio is currently amortising. It is managed by NIBC Bank
N.V.

KEY RATING DRIVERS

Transaction Deleveraging

The upgrades reflect the transaction's significant deleveraging
since its reinvestment period ended in January 2018. The class A-1
and A-2 notes have paid-down EUR74.7 million over the last 12
months, increasing credit enhancement to 55.6% from 42.0%. The
upgrades also reflect the constraint on reinvestments from sale
proceeds of credit risk obligations, credit-improved obligations
and from unscheduled principal proceeds as the current weighted
average life test has been breached since July 2019. As of April
30, 2020, the portfolio had a WAL of 3.71 years against a current
WAL test of 3.70 years.

Portfolio Performance Resilient

The rating actions reflect the resilience of the portfolio's
performance despite negative rating migration of the underlying
assets in light of the COVID-19 pandemic. The transaction is
currently slightly below par value (-0.5%). The Fitch weighted
average rating factor test was reported at 33.1 in its April 30,
2020 trustee report against a maximum of 34.0. Fitch's updated
calculation shows an increase to 34.6. However, the agency notes
that given the headroom under its weighted-average spread covenant
(currently of 3.75% against 3.55% minimum) and weighted average
recovery rate covenant (calculated by Fitch at 67.0% against a
minimum of 62.3%) it would still comply with its collateral quality
tests when electing a different matrix point.

'CCC' category or below assets represented 7.1% as of May 26, 2020,
compared with the 7.5% limit. Assets with a Fitch-derived rating on
Negative Outlook represent 16.4% of the portfolio balance. The
exposure to defaulted assets is EUR4.3 million.

All other tests are passing, including the coverage tests,
collateral quality test (other than WAL test) and portfolio profile
tests (at the exception of the single obligor concentration limit
at 3.2% currently against a maximum of 2.5%).

'B/B-' Category Portfolio Credit Quality

Fitch assesses the average credit quality of obligors to be in the
'B'/'B-' category. The Fitch weighted average rating factor (WARF)
of the current portfolio is 34.6.

High Recovery Expectations

96.3% of the portfolio comprises senior secured obligations. Fitch
views the recovery prospects for these assets as more favourable
than for second-lien, unsecured and mezzanine assets. The Fitch's
weighted average recovery rate of the current portfolio under Fitch
calculation is 67.0%.

Portfolio More Concentrated

The portfolio is more concentrated as it continues to amortise (by
EUR76 million over the last 12 months). The top 10 obligors'
exposure is 31.0% and the largest single obligor represents 3.7% of
the portfolio balance, above its 2.5% limit. The three largest
Fitch industries represent 35%.

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

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

RATING SENSITIVITIES

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

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

  - Except for the class A-1, A-2, B-1 and B-2 notes, which are
already at the highest 'AAAsf' rating, upgrades may occur in case
of better than expected portfolio credit quality and deal
performance, leading to higher credit enhancement and excess spread
available to cover for losses on the remaining portfolio. If the
asset prepayment speed is faster than expected and outweigh the
negative pressure of the portfolio migration, this may increase
credit enhancement and potentially add upgrade pressure on the
'AAsf' rated notes. However, upgrades are not expected in the
near-term in light of the coronavirus pandemic.

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

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

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

Coronavirus Baseline Scenario Impact

Fitch carried out a sensitivity analysis on the current portfolio
to envisage the coronavirus baseline scenario. The agency notched
down the ratings for all assets with corporate issuers on Negative
Outlook regardless of sector. They represent 16.4% of the portfolio
balance. This scenario shows resilience of the current ratings of
all the classes of notes. This supports the affirmation and
upgrades with a Stable Outlook for all tranches.

Coronavirus Downside Scenario

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

CRITERIA VARIATION

A significant percentage of the portfolio's assets have maturities
close to the legal final maturity of the notes. To address this
risk, Fitch applied a haircut of 15% on the recovery rates to 75%
of the portfolio's assets. The proportion currently stands at 46%,
but Fitch assumed that this may increase further due to
reinvestment of unscheduled principal receipts.

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.




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

ALDO UK: Enters Administration Over COVID-19 Pandemic
-----------------------------------------------------
Business Sale reports that footwear retailer Aldo UK has entered
into administration due to the impact of the COVID-19 pandemic.

The company is the UK arm of the Canadian Aldo Group, which has
filed for Companies' Creditors Arrangement Act in Canada (CCAA) and
pursued similar measures for its North American, Irish and Swiss
businesses, Business Sale notes.

Five of Aldo UK's stores have been permanently closed, while
administrators RSM are exploring options for the remaining eight
stores, Business Sale relates.  Aldo shoes will continue to retail
online, as well as through Selfridges, House of Fraser, Debenhams,
Asos and Amazon. The number of jobs that will be affected is not
clear yet, Business Sale states.

In its latest set of accounts, to the year ending January 26 2019,
Aldo UK registered total losses of close to GBP5.5 million,
Business Sale discloses.  At the time, the company reported current
assets of GBP35 million and liabilities of GBP28.9 million,
according to Business Sale.


J & P CARPENTRY: Goes Into Administration
-----------------------------------------
Megan Kelly at Construction News reports that J & P Carpentry and
Joinery, which recently worked on the NHS Nightingale field
hospital in Birmingham, has fallen into administration.

The company, based in Cannock in the West Midlands, appointed FRP
Advisory, with Arvindar Jit Singh and Antony Barrell acting as
joint administrators, Construction News relates.

At the time of its collapse, the firm was employed by Bouygues UK
on its GBP15 million Royal Wolverhampton School extension project,
Construction News notes.

The company was overdue on filing financial information with
Companies House, Construction News relays.  Accounts for the period
up to March 31, 2019, have not been submitted, despite being due on
December 31 last year, Construction News states.  It was too small
to be required to report its turnover or profit, but in its most
recently filed accounts dated to September 30, 2017, J & P
Carpentry and Joinery reported net assets worth GBP307,700,
according to Construction News.  A total of GBP93,000 cash at bank
and in hand was also stated, while GBP2.6 million was due to
creditors within the year, Construction News says.

According to the outdated accounts, there were 22 employees at the
firm, Construction News notes.


JERSEY AERO: Enters Administration Due to Covid-19 Crisis
---------------------------------------------------------
Jersey Evening Post reports that Jersey Aero Club has announced
that it has gone into administration 70 years after it was
established as a result of the Covid-19 crisis.

The organization has been trying to come up with a plan to
restructure itself in recent months, Jersey Evening Post relays,
citing a letter sent to all members by chairman Jim Buckley.
However, it has been deprived of any income as a result of the
coronavirus pandemic, Jersey Evening Post notes.

"It is with regret that the board of directors of our subsidiary
company, Channel Island Aero Club (Jersey) Ltd, took the decision
on Friday, May 22, that the company be formally wound up and all
employees made redundant," Jersey Evening Post quotes Mr. Buckley
as saying.

"The lack of any general aviation activity for the foreseeable
future, at commercially viable levels, has deprived us of any
income, whether from flight training, catering or otherwise.

"The immediate effect will be our contract with Ports of Jersey for
the administration of General Aviation handling will cease and also
that flight training will cease."


LERNEN BIDCO: S&P Lowers Rating on First Lien Debt to 'B-'
----------------------------------------------------------
S&P Global Ratings lowered the issue rating on the
U.K.-headquartered private school group Lernen Bondco PLC's
(Cognita) first-lien debt to 'B-' from 'B' with a recovery prospect
of '3' (65%).

Cognita's liquidity needs for the upcoming 12-18 months are
adequately covered by the incremental EUR81 million facility.

The proceeds of the EUR81 million add-on were used to repay the
fully drawn GBP100 million RCF. Pro forma this transaction,
Cognita's liquidity will comprise a cash balance of about GBP180
million as of Feb. 29, 2020, with an additional GBP75 million
available under its revolver. In S&P's view, the liquidity will be
sufficient to support its digital platform and GBP100 million of
developmental capex projects for the next 18 months, which S&P
thinks are largely committed at this stage. It can also support its
working capital needs (including needs arising from fee discounting
and delays in fee collection). There are no near-term debt
maturities; the earliest debt maturity is in 2025, when the RCF
matures.

COVID-19 has affected the K-12 operator's traditional service
delivery model, and uncertainty remains as schools are allowed to
reopen in the coming weeks.   S&P Global Ratings acknowledges a
high degree of uncertainty about the rate of spread and peak of the
coronavirus outbreak. S&P said, "Some government authorities
estimate the pandemic will peak about midyear, and we are using
this assumption in assessing the economic and credit implications.
We believe the measures adopted to contain COVID-19 have pushed the
global economy into recession. As the situation evolves, we will
update our assumptions and estimates accordingly."

Through the period of lockdown of physical schools, Cognita has
continued providing education through its teacher-guided online
channel. However, like other private education providers, Cognita
had to offer fee discounts ranging from 10%-15% in its different
geographies for the period of physical school closure. The
discounts are higher for the very young age groups (reflecting the
level of parental involvement necessary in the online learning
experience). S&P understands through the various cost measures that
Cognita can offset the impact of about half of the revenue loss
arising from fee discounts.

In addition to fee discounts, Cognita's cash flow could be affected
by delays in fee collection and potential bad debts. S&P sid, "We
estimate the group's leverage to spike to about 10x for FY2020,
compared with our previous expectation of about 8.0x. At this
stage, we consider this spike to be temporary, as it arises from
COVID-19 and is only marginally affected by the recent incremental
debt."

S&P's current view of the sustainability of capital structure is
predicated on expectation of healthy enrolment levels, low
discounting needs, and sound cash flow in the upcoming academic
year.   Typically, a steady high adjusted leverage, as in the case
of Cognita, is consistent with unsustainable capital structure.
However, the following factors support our rating:

-- Good revenue visibility, since its average student tenure is
    above four years;

-- The portfolio mix of 77 schools in geographically diverse
    locations; and

-- The assumption that the group will maintain strong enrolment
    levels in the existing schools as well as in the new
    development projects that will be opened up soon.

Most of the schools within the Cognita group are billed a term in
advance, with the exception of schools in Spain and Brazil, where
fees are paid one month in advance. First-term fee payments paid
ahead of time provide good revenue visibility for the next 12
months, as it is less likely for a parent to change their
children's school in the middle of an academic year. A recessionary
environment, uncertainty around a possible second wave of COVID-19,
and international travel restrictions are all factors that could
influence enrolment levels for the next academic year. Currently,
expat students represent about 20% of Cognita's total student base,
and the risk among that group of nonenrolment is greater than among
the domestic student base.

Shareholders' willingness to continue bringing in additional
equity, if necessary, may also influence our view about the
unsustainability of the capital structure.  Cognita's shareholders
have a track record of contributing additional equity in order to
fund a portion of the acquisition and developmental capex.
Shareholders injected equity of GBP54 million in February 2019 and
a further GBP62 million in December 2019. Jacobs Holding
effectively has a 60% stake in Cognita, which is one of only four
investments it holds. Jacobs Holding typically holds 10% of its net
assets in liquid funds that it can readily deploy in its
investments if there is a need. S&P said, "We consider that the
minority shareholders, BDT Capital Partners and Sofina, are equally
supportive. While no new equity was raised at the time of the
recent EUR81 million term loan B add-on, we have not reassessed
Cognita's financial policy at this stage, as we consider it to be
an opportunistic debt raise. We continue to monitor this assumption
closely to see if the shareholders undertake any further aggressive
transaction to increase the overall leverage in the group."

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

-- Health and safety

The stable outlook is maintained given Cognita's adequate liquidity
at this stage. The outlook is predicated on expectations that the
enrolment numbers and fee pricing for the next academic year will
allow the group to maintain earnings and FOCF at solid levels,
sufficient to sustain the group's high debt levels.

Downside scenario

S&P could lower the rating if:

-- S&P assesses the group's capital structure as unsustainable, in
the event that the group is unable to grow the overall organic
enrolments, achieve meaningful capacity utilization with its new
development projects, and improve margins;

-- Shareholders' commitment to bring in fresh equity seems
lacking, when necessary;

-- COVID-19–related social distancing measures or macroeconomic
weakness results in the group's leverage remaining above 8.0x for a
sustained period; or

-- Liquidity is weakened such that we expect a material shortfall
to meet its upcoming needs, or we expect a covenant breach.

Upside scenario

S&P considers any rating upside as unlikely within the next 12
months, due to continued high levels of leverage. However, S&P
could upgrade Cognita if:

-- Disruptions caused by COVID-19, including the effects of
social-distancing measures, are quickly reversed, and Cognita can
demonstrate its ability to grow its enrolment levels and its
capacity utilization and improve margins;

-- It successfully completes its development projects (including a
new school in Dubai) and develops a track record for these projects
operating at the desired rate of return;

-- It reduces its adjusted leverage to well below 7.5x, while
EBITDA interest coverage improved to 2.0x; and

-- There is a sustained period of sizable positive FOCF.


LUXURY FOR LESS: Placed Into Administration
-------------------------------------------
Claire Harrison at CoventryLive reports that Luxury For Less Ltd
trading as Soak.com, a Nuneaton-based firm, has collapsed and been
placed in administration.

The company ceased trading on Feb. 21 and was subsequently placed
into administration on March 19, CoventryLive recounts.

Andrew Poxon and Sean Williams of Leonard Curtis Business Rescue
and Recovery have been appointed as Joint Administrators,
CoventryLive relates.

"The Administrators anticipate there will be funds available to
distribute to unsecured creditors (for example customers), however,
they cannot advise of the level or timing of this distribution to
creditors," CoventryLive quotes Warwickshire County Council Trading
Standards as saying.

"Customers who paid for goods that were subsequently not delivered
and have been unable to make a claim for a refund from their card
providers are advised to submit a claim to the Administrators as an
unsecured creditor.  Customers will be required to complete a proof
of debt form (obtainable from the Administrators)."



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

This material is copyrighted and any commercial use, resale or
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