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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 9, 2020, Vol. 21, No. 115

                           Headlines



A R M E N I A

AMERIABANK CJSC: S&P Affirms 'B+/B' ICRs, Outlook Stable


F R A N C E

GETLINK: S&P Lowers LongTerm ICR to 'BB-', Outlook Negative


G E R M A N Y

LUFTHANSA: Chief Admits Bailout Larger Than Needed to Survive


I R E L A N D

ACCUNIA EUROPEAN II: Moody's Confirms Class F Notes at 'B1'
AURIUM CLO VI: S&P Assigns Prelim. BB- Rating on Class E Notes
BORETS INT'L: Moody's Alters Outlook on Ba3 CFR to Negative
PENTA CLO 3: Moody's Confirms B2 Rating on Class F Notes


L U X E M B O U R G

ARDAGH GROUP: Fitch Rates $350MM Secured Notes 'BB+/RR1(EXP)'
ARDAGH PACKAGING: Moody's Rates EUR350MM Sr. Secured Notes 'B1'


R U S S I A

ETALON LENSPETSSMU: S&P Lowers ICR to 'B-', Outlook Stable
LEADER INVEST: S&P Downgrades ICR to 'B-', Outlook Stable
SUEK JSC: Fitch Alters Outlook on 'BB' LT IDR to Negative
UZBEKISTAN: S&P Alters Outlook to Negative & Affirms 'BB-/B' ICRs


S P A I N

INVICTUS MEDIA: Fitch Lowers LT IDR to 'B', On Watch Negative
PROMOTORA DE INFORMACIONES: Fitch Cuts LT IDR to B-, Outlook Neg.


T U R K E Y

VAKIF KATILIM: Fitch Cuts LT Foreign Currency IDR to 'B'


U K R A I N E

KRYVYI RIH CITY: Fitch Assigns 'B' LT IDRs, Outlook Stable
MYKOLAIV CITY: Fitch Assigns 'B' LT IDR, Outlook Stable


U N I T E D   K I N G D O M

BEST WESTERN: Goes Into Administration
CARE NEW: Fitch Lowers Issuer Default Rating to BB-, Off Watch Neg.
GREENE KING: Fitch Cuts Class B Notes Rating to 'BB+', Outlook Neg.
LOOKERS PLC: Delays Publishing of 2019 Results for Third Time
NOBLE CORP: S&P Hikes ICR to CCC- on Completed Distressed Exchange

SIMONS GROUP: 600 Creditors Send More Than GBP13MM in Claims
SVS SECURITIES: ITI Capital Acquires Client Book
TRAVELODGE: Won't Close North Staffordshire Hotels

                           - - - - -


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A R M E N I A
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AMERIABANK CJSC: S&P Affirms 'B+/B' ICRs, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'B+/B' issuer credit ratings on
Ameriabank CJSC. The outlook is stable.

The affirmation reflects S&P's view that the bank's sufficient
liquidity, prudent risk management, and strong local brand name
will enable it to withstand potential stresses from a macroeconomic
contraction resulting from the COVID-19 pandemic. In the case of
need, S&P also expects support from shareholders, as well as the
Armenian banking regulator via new measures to help the banks
navigate the pandemic. These include provision of additional
liquidity, relaxation of capital and liquidity requirements, and
reduction in a key rate.

The ratings on Ameriabank reflect the 'bb-' anchor, which is the
starting point for rating commercial banks operating predominantly
in Armenia. S&P said, "We expect the Armenian banking system will
sustain economic risk at current elevated levels in 2020-2021,
despite COVID-19. We expect the Armenian economy will contract by
about 2% in 2020, followed by 4.9% growth in 2021 under the
assumption that economic lockdown and quarantine will be eased in
third-quarter 2020. We consider that the sectors mostly affected by
COVID-19--tourism, restaurants, leisure, and transport--accounted
for only about 10%-15% of total loans in the banking sector."

Ameriabank is the largest bank in the small domestic banking market
serving a population of about 3 million people, with a 15.5% market
share by assets as of March 31, 2020. S&P said, "We expect the
bank's capitalization will strengthen in 2021, supported by capital
injections from new investors, which were originally planned for
this year but are likely to be delayed due to COVID-19. In 2020, we
expect the bank will report lower profitability due to limited new
business generation, an increase in credit costs, and pressure on
margins due to COVID-19, thus putting some pressure on its
capital."

S&P said, "We believe that the bank's conservative and
well-developed risk management practices will enable it to
withstand the global economic downturn due to the COVID-19 pandemic
better than its local and international peers. Nevertheless, we
believe the bank's nonperforming loans (NPLs) could increase up to
6%-7% in 2020-2021, from 4.1% as of March 31, 2020. Our base-case
scenario is that the bank will maintain a broadly stable deposit
base of retail and corporate depositors, and a high liquidity
cushion.

"The 'B+' long-term rating on Ameriabank is one notch lower than
its 'bb-' SACP, because we view the sovereign's lower
creditworthiness as a main ratings constraint.

"The stable outlook on Ameriabank reflects our expectation that the
bank's sufficient liquidity, prudent risk management, and strong
local brand name will enable it to withstand potential stresses
from a macroeconomic contraction resulting from COVID-19 pandemic,
over the next 12 months. In the case of need, we also expect
support to come from the shareholders.

"Over the same time horizon, we could downgrade Ameriabank if the
impact of the macroeconomic contraction on the banking system and
economy are materially worse than in our base case, thus putting
higher pressure on Ameriabank's risk-adjusted capital ratio,
liquidity, and asset quality than we currently envision.

"An upgrade or positive outlook is unlikely over the next 12
months. We consider the bank's creditworthiness closely linked with
that of the sovereign. Accordingly, we are unlikely to raise the
ratings on Ameriabank before we see improvements in the sovereign's
creditworthiness."




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

GETLINK: S&P Lowers LongTerm ICR to 'BB-', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its long-term issuer and issue rating on
Getlink to 'BB-' from 'BB'; the recovery rating on the debt is
unchanged at '3'.

S&P said, "We expect Getlink's credit metrics to weaken
significantly in 2020-2022 due to a COVID-19-related traffic drop.
A ban on unessential travel and social distancing measures imposed
by governments across Europe in an effort to contain the spread of
COVID19 triggered pandemic, have led to a virtual cessation of
passenger car and rail traffic in the Eurotunnel from March-May
2020. We assume in our base-case scenario that car and truck
volumes might decline by 35% and 15%, respectively, in 2020
compared with 2019. Similarly, the number of rail passengers may
drop by about 40% in 2020, due to preferences changing in favor of
individual means of transport and by fewer business passengers. We
therefore assume that revenue from Eurotunnel concessionaires,
France Manche S.A. and Channel Tunnel Group Ltd. (together,
Eurotunnel), might drop by 20%-25% to about EUR730 million in 2020.
Given the relative fixed cost structure of the group, this could
translate into 35%-40% drop in EBITDA in 2020. Assuming traffic
return to predisruption levels in 2022, we expect Getlink's
weighted average FFO to debt over 2020-2022 at 5%-6%, down from the
8% we had forecast. Our forecast also reflects delays in the start
of operations at ElecLink, which is the new 1 gigawatt (GW)
electricity interconnector that will enable the import and export
of electricity between the U.K. and France." Requests for
additional information from the French regulator to ensure the safe
installation and operation of the cable, combined with construction
delays due to COVID-19, have postponed ElecLink contribution to
Getlink EBITDA (about 10%-15% once fully operational) to the second
half of 2021.

S&P said, "Although a distribution lockup may be triggered at
Eurotunnel, we believe that Getlink will be able to service its
debt in 2021 from cash on balance sheet  Under our base case on
Channel Link Enterprise Finance PLC (CLEF), the risk of
distribution lock-up at Eurotunnel at the testing date on Dec. 31,
2020, has increased. In 2007, CLEF issued a combination of £1.8
billion and EUR2.2 billion of notes due December 2050 and on-lent
the proceeds to Eurotunnel concessionaires under a facility
agreement. We estimate that annual debt service coverage ratio
(ADSCR) at Eurotunnel may drop below 1.25x in Dec. 31, 2020. This
means that Eurotunnel would continue to service its debt to CLEF
but would not be able to distribute dividends to the ultimate
parent Getlink from the beginning of 2021. Because the ADSCR is
calculated considering cash flows in the 12 rolling months to the
reporting date, we still expect ratios on June 30, 2020, to be only
partially affected by reduced revenue during the lockdown. Instead,
ADSCR tested at Dec. 31 will reflect the full-year revenue drop,
and this is when we assume the dividend lock-up may be activated.
Nevertheless, given that, as of March 31, 2020, Getlink held about
EUR242 million in cash and additional EUR40 million in subsidiaries
other than Eurotunnel, we expect it would be able to service its
cash needs." These include about EUR20 million-EUR30 million annual
operating expenses; EUR20 million annual interest due on the EUR550
million bond maturing in 2023; and EUR100 million in capital
expenditure (capex) to complete ElecLink, which will likely be
partially delayed to 2021.

Given the limited room for cost savings, traffic recovery remains
key in maintaining the rating.  There is lingering uncertainty
about what a recovery in traffic will look like. S&P said, "In the
first five months of the year, car and trucks volumes in the tunnel
were down 48% and 19%, respectively, against January-May 2019, and
in our base-case scenario, we assume traffic to resume increasing
in the second half of 2020. Given Eurotunnel's strategic location
and competitive advantage over airports amid COVID-19-related
circumstances, we assume the unprecedented traffic drop may be only
temporary and expect it may restore its solid traffic track record
more quickly than other infrastructure assets. We expect this
recovery will come on the back of summer holidays and restored
mobility between the U.K. and France. However, our expectation of a
recession in the eurozone, with a GDP decline of 8.0% in France and
6.5% in the U.K., could lead to less discretionary consumer
spending and hinder a recovery in traffic on the tunnel."
Weaker-than-expected revenue could also stem from a potential
second COVID-19 outbreak, or new travel restrictions and continuous
social distancing policies.

The group has a relatively fixed cost structure.   Nevertheless,
S&P assumes in its base-case scenario a 5% cost savings on
electricity consumption stemming from lower shuttle frequencies, a
25% staff costs reduction thanks to governments furlough schemes
and deferral of non-essential major maintenance. In addition, about
30% of total rail revenues are not exposed to traffic risk because
the concessionaires are entitled to receive fixed payments under
the Rail Usage Contract regardless of the number of trains run and
passengers carried. Still, shuttle services on trucks and cars
generated about 65% of Eurotunnel total revenues in 2019 and are
fully exposed to fluctuations in traffic.

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

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

-- Health and Safety

The negative outlook reflect the risk that traffic through
Eurotunnel, which generates 95%-98% of Getlink's EBITDA, does not
start recovering in the second half of 2020. This could occur
because of slower-than-expected propensity to travel, a second wave
of COVID-19 infections or constraints to passengers' mobility. This
could also happen if the recession is harsher or longer than
expected.

S&P said, "We could lower the rating on Getlink by one notch if
weighted-average adjusted FFO to debt were to deteriorate to below
5% in 2020-2022. This could result from lower traffic at Eurotunnel
than expected or further delays in completing ElecLink. We could
also lower the rating on Getlink by one or more notches if we saw a
risk of protracted dividend lock-up at the subsidiary level, which
could deplete Getlink liquidity and hinder its ability to service
its debt.

"We would revise the outlook to stable if COVID-19-related traffic
disruption is contained, the risk from the pandemic decreases,
traffic recovers strongly, and the economic situation stabilizes,
including visibility over rules governing travel and trade
arrangements after the U.K's exit from the EU. We would consider
raising the rating if traffic and operating performance support our
forecasts that Getlink's weighted-average FFO to debt will stay
above 6% on average in 2020-2022."

Getlink is the ultimate parent of France Manche SA (FM) and Channel
Tunnel Group Ltd., which are the two concessionaires of the
undersea tunnel between the U.K. and France, under a concession
agreement granted in 1986 by the two governments and expiring in
2086. Eurotunnel is a ring-fenced group within Getlink and
generates 95%-98% of EBITDA. Being the ultimate parent of the
group, discretionary cash flow from the concession might not be
available to Getlink due to distribution restriction, notably if
Eurotunnel's 12-month rolling backward-looking DSCR drops below
1.25x.

Getlink also owns Europorte SAS, a rail freight operating company
based in Europe, which contributes about 2% of EBITDA; and
ElecLink, which is the new power interconnector between the U.K.
and France. This is still under construction, and cash flows are
not forecast to commence before second half of 2021. Once in
operation, S&P expects it will contribute 10%-15% of EBITDA.




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G E R M A N Y
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LUFTHANSA: Chief Admits Bailout Larger Than Needed to Survive
-------------------------------------------------------------
Joe Miller and Peggy Hollinger at The Financial Times report that
Lufthansa chief executive Carsten Spohr has admitted that the
group's EUR9 billion bailout package from the German government is
larger than what it needs to survive, and is designed to ensure the
airline maintains a "global leading position".

Mr. Spohr's comments come after the European Commission warned
against state aid being used to give the group an unfair advantage
and strong criticism from low-cost rival Ryanair, which has pledged
to launch a legal challenge once the bailout is approved by
antitrust authorities, the FT relates.

According to the FT, Margrethe Vestager, the EU's competition
chief, said on May 29 there was a "high risk" of market distortion,
as she defended Brussels' demands for Lufthansa to relinquish
lucrative slots at Frankfurt and Munich airports.

On June 3, after Lufthansa's supervisory board had accepted the
EU's conditions, Mr. Spohr conceded that with EUR4 billion in
existing liquidity, the Frankfurt-based group did not need the full
EUR9 billion from the administration of Chancellor Angela Merkel,
the FT discloses.

Asked by the FT if Lufthansa could have got by with less, Mr. Spohr
said: "Yes, but it was not just about survival."

He added: "The German government was focused on how Lufthansa can
maintain its position as a German global champion, not just how it
can avoid insolvency."

In an article for the FT on June 3, Mr. O'Leary, also cautioned
that the EU was waving through state aid for airlines with "no or
inadequate conditions attached".

But Mr. Spohr insisted that Lufthansa's package -- the largest
corporate bailout in Germany since the start of the Covid-19 crisis
-- was "very much in line with the size of the company", the FT
notes.




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I R E L A N D
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ACCUNIA EUROPEAN II: Moody's Confirms Class F Notes at 'B1'
-----------------------------------------------------------
Moody's Investors Service has confirmed the ratings on the
following notes issued by Accunia European CLO II B.V.:

EUR17,300,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2030, Confirmed at Baa2 (sf); previously on Apr 20, 2020 Baa2
(sf) Placed Under Review for Possible Downgrade

EUR21,700,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2030, Confirmed at Ba2 (sf); previously on Apr 20, 2020 Ba2
(sf) Placed Under Review for Possible Downgrade

EUR12,500,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2030, Confirmed at B1 (sf); previously on Apr 20, 2020 B1 (sf)
Placed Under Review for Possible Downgrade

Moody's has also affirmed the ratings on the following notes:

EUR223,500,000 Class A Senior Secured Floating Rate Notes due 2030,
Affirmed Aaa (sf); previously on Oct 24, 2017 Definitive Rating
Assigned Aaa (sf)

EUR38,100,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Affirmed Aa2 (sf); previously on Oct 24, 2017 Definitive
Rating Assigned Aa2 (sf)

EUR9,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aa2 (sf); previously on Oct 24, 2017 Definitive Rating
Assigned Aa2 (sf)

EUR23,100,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed A2 (sf); previously on Oct 24, 2017 Definitive
Rating Assigned A2 (sf)

Accunia European CLO II B.V., issued in October 2017, is a
collateralised loan obligation backed by a portfolio of
predominantly European senior secured loan and senior secured
bonds. The portfolio is managed by ACCUNIA FONDSMAEGLERSELSKAB A/S.
The transaction's reinvestment period will end in October 2021.

RATINGS RATIONALE

Its action concludes the rating review on the Classes D, E and F
notes initiated on April 20, 2020 as a result of the deterioration
of the credit quality and/or the reduction of the par amount of the
portfolio following from the coronavirus outbreak.

Stemming from the coronavirus outbreak, the credit quality has
deteriorated as reflected in the increase Weighted Average Rating
Factor and the decline in over-collateralisation ratios. According
to the trustee report dated April 30, 2020 [1] the Class A/B, Class
C, Class D, Class E and Class F OC ratios are reported at 134.4%,
123.8%, 116.9%, 109.3% and 105.3%, compared to October 2019 [2]
levels of 137.2%, 126.4%, and 119.4%, 111.6% and 107.5%
respectively. Moody's notes that none of the OC tests are currently
in breach and the transaction remains in compliance with the
following collateral quality tests: Diversity Score, Weighted
Average Recovery Rate, Weighted Average Spread and Weighted Average
Life.

Despite the increase in the WARF and the par erosion, Moody's
concluded that the expected losses on all the rated notes remain
consistent with their current ratings following the analysis of the
CLO's latest portfolio and taking into account the recent trading
activities as well as the full set of structural features of the
transaction. Consequently, Moody's has confirmed the ratings on the
Class D, E and F notes and affirmed the ratings on the Class A,
B-1, B-2 and C notes.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base case,
Moody's analysed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR 363.7 million,
a weighted average default probability of 26.7% (consistent with a
WARF of 3327 over a weighted average life of 5.5 years), a weighted
average recovery rate upon default of 45.0% for a Aaa liability
target rating, a diversity score of 48 and a weighted average
spread of 3.73%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Its analysis has considered the effect of the coronavirus outbreak
on the global economy as well as the effects that the announced
government measures, put in place to contain the virus, will have
on the performance of corporate assets.

The contraction in economic activity in the second quarter will be
severe and the overall recovery in the second half of the year will
be gradual. However, there are significant downside risks to its
forecasts in the event that the pandemic is not contained and
lockdowns have to be reinstated. As a result, the degree of
uncertainty around its forecasts is unusually high. Moody's regards
the coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

Counterparty Exposure:

Its rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap providers,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in November 2019. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. In particular, the length and severity of the economic and
credit shock precipitated by the global coronavirus pandemic will
have a significant impact on the performance of the securities. CLO
notes' performance may also be impacted either positively or
negatively by: (1) the manager's investment strategy and behaviour;
(2) divergence in the legal interpretation of CDO documentation by
different transactional parties because of embedded ambiguities;
and (3) the additional expected loss associated with hedging
agreements in this transaction which may also impact the ratings
negatively.

Additional uncertainty about performance is due to the following:

  - Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

  - Other collateral quality metrics: Because the deal can
reinvest, the manager can erode the collateral quality metrics'
buffers against the covenant levels.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.


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

Aurium CLO VI is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Spire
Management 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 Global Ratings weighted-average rating factor  2,722.72
  Default rate dispersion                              537.91
  Weighted-average life (years)                          5.35
  Obligor diversity measure                             77.51
  Industry diversity measure                            19.68
  Regional diversity measure                             1.32

  Transaction Key Metrics
                                                      Current
  Portfolio weighted-average rating derived
    from S&P's CDO evaluator                              'B'
  'CCC' category rated assets (%)                        2.66
  Covenanted 'AAA' weighted-average recovery (%)        35.68
  Covenanted weighted-average spread (%)                 3.65
  Covenanted weighted-average coupon (%)                 3.50

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 EUR225 million par amount,
the covenanted weighted-average spread of 3.65%, the covenanted
weighted-average coupon of 3.50%, 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 includes a turbo overcollateralization (O/C) test.
When the most junior class E O/C test is breached, up to 50% of
available interest proceeds after paying the class E notes'
deferred interest is used to cure the test by paying down the class
E notes rather than the senior notes. S&P said, "Compared to a
transaction where there is no class E or class E O/C test, this
feature does not, in our opinion, affect the senior noteholders.
However, it may provide less protection to senior noteholders when
compared to a standard class E O/C test, which pays down the notes
in sequential manner. We have taken this into account in our cash
flow analysis."

S&P said, "We note the difference between this turbo O/C test and
the other type of turbo redemption feature (also known as "variable
amortizing notes") we have seen in recent transactions. In the
latter, interest proceeds used to redeem the most junior notes are
made only after the cure of the most junior O/C test (in accordance
with the note payment sequence starting from the most senior
noteholders) and reinvestment O/C test."

This transaction also features a principal transfer test. Following
the expiry of the non-call period, and following the cure of the
class E O/C test, interest proceeds above 105% of the class E
interest coverage amount can be paid into either the principal
and/or supplemental reserve account. The amounts in the
supplemental reserve account could be used for purposes other than
to purchase new collateral for example to make distributions to
equity. This feature may therefore reduce the amount of interest
proceeds available to cure the reinvestment O/C test, which is
junior to this item in the interest waterfall. S&P has taken this
into account in its cash flow analysis by assuming that such
amounts will be paid to equity.

S&P said, "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.

"We expect the transaction's legal structure to 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 E 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 our view, the portfolio is granular in nature, and
well-diversified across obligors, industries, and asset
characteristics when compared to other CLO transactions we have
rated recently.

"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
the class A, B, C, D, and E 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, and in line with paragraph 15 of our global
corporate CLO criteria, we have considered a minimum cushion
between the break-even default rate (BDR) and the scenario default
rate (SDR) of 1%."

S&P's application of a 1% cushion was motivated by the following
factors:

-- The percentage of the underlying portfolio comprising obligors
that are rated 'B-', in the 'CCC' rating category, on CreditWatch
negative, or on negative outlook.

-- The portfolio has less exposure to assets in the 'CCC' rating
category compared to the average of European CLOs.

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 all classes of 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."

  Ratings List

  Class   Prelim.   Prelim. Credit             Interest rate*
          rating    amount    enhancement (%)
                              (mil. EUR)

  A       AAA (sf)   124.75   44.56      Three/six-month EURIBOR
                                            plus 1.90%

  B       AA (sf)    25.50   33.22      Three/six-month EURIBOR
                                            plus 2.20%

  C       A (sf)     16.00   26.11      Three/six-month EURIBOR
                                            plus 2.80%  

  D       BBB (sf)   13.20   20.24      Three/six-month EURIBOR
                                            plus 4.31%

  E       BB- (sf)   10.50   15.58      Three/six-month EURIBOR  
                                            plus 7.00%

  Subordinated NR    27.00      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.


BORETS INT'L: Moody's Alters Outlook on Ba3 CFR to Negative
-----------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 corporate family
rating and Ba3-PD probability of default rating of Borets
International Ltd as well as the Ba3 rating of the senior unsecured
notes issued by Borets Finance DAC, a wholly owned subsidiary of
Borets incorporated under the laws of Ireland, and guaranteed by
the parent company and some of its principal subsidiaries. The
outlook on Borets and Borets Finance DAC has been changed to
negative from stable.

RATINGS RATIONALE

Its rating action reflects Moody's expectation that Borets'
operating performance and credit metrics will deteriorate in
2020-21 amid the market downturn in the global oilfield services
industry. The company's rating will be weakly positioned in the Ba3
category over the next 18 months, with no room for deterioration in
its credit metrics or liquidity beyond Moody's expectation. The
rating action also reflects a possible recovery in market
conditions and the company's credit quality in 2022.

The spreading coronavirus pandemic has depressed global oil demand
and led to a sharp decline in oil prices. Moody's as a result has
lowered its average oil price assumptions for 2020 and 2021 to
$35/bbl and $45/bbl for Brent, the international benchmark,
respectively. Exceptionally weak short-term prices will persist
until production curtailments or economic recovery can ease the
strain on storage facilities already operating at or close to full
capacity. Oil production will decline in 2020-21 because of both
the agreed OPEC+ deal and a significant cut in investments. While
Moody's expects economic activity to recover into 2021, oil demand
may return only gradually. As a result, the global oilfield
services and drilling sectors will shrink dramatically in 2020 and
are not likely to fully recover in 2021 as oil and gas producers
slash capital spending, curtail drilling activity and preserve cash
flow.

Substantial cuts in global oil production starting in May 2020 and
continuing for two years under the OPEC+ deal will lower demand for
OFS services and put pressure on Borets' earnings and cash
generation. Moody's expects the company's revenue to decline by
10%-15% in 2020, remain flat or improve slightly in 2021 and start
to recover in 2022, with its adjusted EBITDA margin decreasing to
23%-24% in 2020-21 from 26% in 2019 and 25% in 2018. However, the
drop in Borets' revenue and earnings should be less pronounced,
compared with many other OFS peers, because its products and
services are used at the oil production stage at existing wells in
contrast to services at the exploration stage or drilling of new
production wells. In addition, Borets' service and rental business,
which accounts for 40%-45% of its revenue, is relatively resilient
because the cost of a pump shutdown and lifting from a well for an
oil production company is comparable to a one year rent payment to
Borets.

Moody's expects Borets' leverage, measured as Moody's-adjusted
debt/EBITDA, to increase above 4.5x in 2020 from 3.3x in 2019 due
to the decline in EBITDA and an increase in debt. The leverage
should return to below 4.0x in 2021 and to around 3.5x in 2022,
owing to some rebound in earnings and moderate debt reduction.
Interest coverage, measured as adjusted EBITDA/interest expense, is
likely to deteriorate to 3.5x-3.7x over the next 12-18 months from
4.7x in 2019, before recovering to above 4.0x in 2022.

The rating action also takes into account the upcoming refinancing
and liquidity risks. Borets' free cash flow of $15 million between
March 31, 2020 and 30 June 2021, which the rating agency forecasts,
together with its cash balance of around $58 million as of March
31, 2020 should be sufficient to cover debt maturities of $48
million over the same period. However, the company will need to
refinance around $20 million of debt maturities in the second half
of 2021. After that, the major refinancing risk stems from the $330
million senior unsecured notes due in April 2022. However, the
company has a good track record of timely addressing refinancing
needs, rebalancing its bank debt portfolio and a good access to its
relationship Russian and international banks.

Borets' credit quality is supported by (1) the company's leading
position in the niche electric submersible pumps market, which is a
type of artificial lift system used in the oil industry; (2) its
developing international business, which provides revenue
diversification; (3) the greater resilience of the Russian OFS
market, compared with international markets; and (4) the company's
adherence to sound corporate governance standards and its balanced
financial policy.

However, the rating is constrained by (1) Borets' modest scale by
global standards; (2) its focus on a single product line; (3) its
considerable geographical and customer concentration; and (4) some
currency mismatch between the company's mostly
Russian-rouble-denominated revenue and largely
US-dollar-denominated debt.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The OFS sector has
been one of the sectors most significantly affected by the shock
given its sensitivity to oil prices and production. 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 takes into account the impact on Borets of the
coronavirus outbreak.

Governance considerations include Borets' concentrated private
ownership structure, which creates a risk of rapid changes in the
company's strategy and development plans, revisions to its
financial policy and an increase in shareholder payouts that could
weaken the company's credit quality. However, the owners' track
record of a fairly prudent approach towards the company's financial
policies, relatively developed corporate governance procedures for
a private company and its seven-member board of directors, with
three independent directors, partly mitigate the risks related to
corporate governance and potential excessive shareholder
distributions.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects Borets' weak positioning within the
Ba3 rating category given the expected deterioration in its credit
metrics on the back of weak market conditions, as well as the
uncertainty over the pace and timing of credit metrics' recovery in
2021-22. The outlook also reflects the substantial refinancing need
in the beginning of 2022.

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

Given the negative rating outlook and the company's scale of
operations and business profile, an upgrade of Borets' rating is
unlikely. Moody's could change the outlook to stable if the company
were to reduce its Moody's-adjusted debt/EBITDA below 3.5x on a
sustainable basis, market conditions were to stabilise and start to
improve, and the refinancing risk is timely resolved.

Moody's could downgrade Borets' rating if its (1) operating
performance, cash generation or market position were to weaken
significantly, (2) Moody's-adjusted debt/EBITDA were to rise above
4.0x on a sustained basis, or (3) liquidity were to deteriorate.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.

Borets International Ltd, domiciled in the United Arab Emirates,
specialises in the design and manufacture of ESPs (a type of
artificial lift systems for the oil industry) and the provision of
related services, including rental of equipment. Borets derives
60%-65% of its revenue from Russia and actively exports its
products to the Americas and the Middle East. Borets has 11
manufacturing facilities, predominantly in Russia, and a global
service network. The company is controlled by two individuals, who
hold around 92% of the company; the remaining 8% is treasury
shares. In 2019, Borets generated $499 million in sales and $132
million of Moody's-adjusted EBITDA.


PENTA CLO 3: Moody's Confirms B2 Rating on Class F Notes
--------------------------------------------------------
Moody's Investors Service has confirmed the ratings on the
following notes issued by Penta CLO 3 Designated Activity Company:

EUR20,750,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2030, Confirmed at Baa2 (sf); previously on Apr 20, 2020 Baa2
(sf) Placed Under Review for Possible Downgrade

EUR28,250,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2030, Confirmed at Ba2 (sf); previously on Apr 20, 2020 Ba2
(sf) Placed Under Review for Possible Downgrade

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2030, Confirmed at B2 (sf); previously on Apr 20, 2020 B2 (sf)
Placed Under Review for Possible Downgrade

Moody's has also affirmed the ratings on the following notes:

EUR236,500,000 Class A Senior Secured Floating Rate Notes due 2030,
Affirmed Aaa (sf); previously on Nov 17, 2017 Definitive Rating
Assigned Aaa (sf)

EUR50,500,000 Class B Senior Secured Floating Rate Notes due 2030,
Affirmed Aa2 (sf); previously on Nov 17, 2017 Definitive Rating
Assigned Aa2 (sf)

EUR24,000,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed A2 (sf); previously on Nov 17, 2017 Definitive
Rating Assigned A2 (sf)

Penta CLO 3 Designated Activity Company is a cash-flow CLO
transaction, issued in November 2017, backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Partners Group (UK) Management Limited manages. The
transaction's reinvestment period will end in October 2021.

RATINGS RATIONALE

Its action concludes the rating review on the Classes D, E and F
notes initiated on April 20, 2020 as a result of the deterioration
of the credit quality and/or the reduction of the par amount of the
portfolio following from the coronavirus outbreak.

Stemming from the coronavirus outbreak, the credit quality has
deteriorated as reflected in the increase in Weighted Average
Rating Factor and of the proportion of securities from issuers with
ratings of Caa1 or lower. Securities with default probability
ratings of Caa1 or lower currently make up approximately 9% of the
underlying portfolio. In addition, the over-collateralisation
levels have weakened across the capital structure. According to the
trustee report dated April 2020 the Class A/B, Class C, Class D,
Class E and Class F OC ratios are reported at 136.8% [1],
126.2%[1], 118.3%[1], 109.0%[1] and 105.5%[1] compared to April
2019 levels of 139.4%[2], 128.7%[2], 120.6%[2], 111.2%[2] and
107.6%[2], respectively. Moody's notes that none of the OC tests
are currently in breach and the transaction remains in compliance
with the following collateral quality tests: Diversity Score,
Weighted Average Recovery Rate, Weighted Average Spread and
Weighted Average Life.

Despite the increase in the WARF, Moody's concluded that the
expected losses on all the rated notes remain consistent with their
current ratings following the analysis of the CLO's latest
portfolio and taking into account the recent trading activities as
well as the full set of structural features of the transaction.
Consequently, Moody's has confirmed the ratings on the Class D, E
and F notes and affirmed the ratings on the Class A, B and C
notes.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base case,
Moody's analysed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR 398.5 million,
a weighted average default probability of 28.5% (consistent with a
WARF of 3391 over a weighted average life of 6.1 years), a weighted
average recovery rate upon default of 45.9% for a Aaa liability
target rating, a diversity score of 57 and a weighted average
spread of 3.6%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Its analysis has considered the effect of the coronavirus outbreak
on the global economy as well as the effects that the announced
government measures, put in place to contain the virus, will have
on the performance of corporate assets.

The contraction in economic activity in the second quarter will be
severe and the overall recovery in the second half of the year will
be gradual. However, there are significant downside risks to its
forecasts in the event that the pandemic is not contained and
lockdowns have to be reinstated. As a result, the degree of
uncertainty around its forecasts is unusually high. Moody's regards
the coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

Counterparty Exposure:

Its rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap providers,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in November 2019 . Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. In particular, the length and severity of the economic and
credit shock precipitated by the global coronavirus pandemic will
have a significant impact on the performance of the securities. CLO
notes' performance may also be impacted either positively or
negatively by: (1) the manager's investment strategy and behaviour;
(2) divergence in the legal interpretation of CDO documentation by
different transactional parties because of embedded ambiguities;
and (3) the additional expected loss associated with hedging
agreements in this transaction which may also impact the ratings
negatively.

Additional uncertainty about performance is due to the following:

  - Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

  - Other collateral quality metrics: Because the deal can
reinvest, the manager can erode the collateral quality metrics'
buffers against the covenant levels.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.




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

ARDAGH GROUP: Fitch Rates $350MM Secured Notes 'BB+/RR1(EXP)'
-------------------------------------------------------------
Fitch Ratings has assigned Ardagh Group S.A.'s (B+/Stable) senior
secured notes issue in the amount of USD350 million due 2026 an
expected rating of 'BB+'/'RR1(EXP)'. The assignment of the final
rating is contingent on receipt of final documents conforming to
information already reviewed.

The senior secured bonds are rated three notches above Ardagh Group
S.A.'s 'B+' Long-Term Issuer Default Rating, reflecting Fitch's
expectations of excellent recovery. The newly issued notes carry
the same terms and conditions and rank pari-passu with the existing
senior secured notes.

The proceeds of the new issue will be used to partly refinance
existing senior secured debt in the equivalent amount of USD812
million maturing in 2024, extending the maturity profile by a
further two years.

KEY RATING DRIVERS

High Leverage, Predictable Cash Flow: Ardagh remains highly
leveraged despite the repayment of USD2.4 billion debt with
proceeds of its disposal of parts of its metal packaging business
to Trivium. Fitch expects pro-forma funds from operations adjusted
gross leverage to be around 7.5x for 2020, which is higher than
many rated peers. Fitch includes the USD1.13 billion and EUR1
billion toggle notes of ARD Finance S.A. in its consolidated debt
when calculating leverage and interest cover. Fitch expects some
deleveraging, with FFO-adjusted gross leverage likely to fall to 6x
by 2022, mainly due to gradually improving EBITDA and FFO.

Complex Capital Structure: Fitch views Ardagh's financial policy as
aggressive compared with other global packaging companies', and
expects the group to continue to return a higher dividend to its
shareholders than its peers. Ardagh's debt and corporate structure
is more complex than most corporate issuers. Despite this, Ardagh
has demonstrated good access to debt markets with substantial
refinancing of both group and holding company debt during 2019,
tapping strong capital-market conditions to extend maturities and
lower the cost of debt. Ardagh's maturity profile is substantially
more evenly spread than most rated peers', reducing refinancing
risk.

Near-Term Coronavirus Implications: Fitch expects Ardagh to be
moderately affected by the coronavirus pandemic, primarily due to
weaker demand for glass bottles consumed at restaurants and bars,
which will be offset by potentially stronger household demand.
Current financial-market risk during the crisis is offset by
Ardagh's satisfactory liquidity at USD1.3billion of cash after a
USD700 million issue early April and with the majority of its
USD663 million asset-based revolving credit facility drawn (USD530
million was drawn end-March 2020).

Continued Organic Growth: Fitch expects Ardagh's revenues to grow
organically at 1%-2% per year, based on new contracts, with capex
driven by investment in plants to service new contracts. Further
acquisitions would likely generate higher growth. Demand for
packaging is underpinned by population growth, urbanisation and
higher living standards. Fitch sees some risk of replacement
between various types of packaging made from plastics, metal,
glass, carton and composites and all materials are subject to
pressure from rising raw material prices.

Resilient Beverage Sector: Following the Trivium disposal, Ardagh
will have more exposure to the beverage sector, which will
represent 85% of revenue. Fitch views the beverage market as highly
resilient to economic cycles as the consumption of beer, drinks,
carbonated soft-drinks or even wines and spirits shows limited
cyclicality. The beverage market in Europe and North America is
mature, albeit with little over-capacity, which is supportive.
Ardagh's smaller operations in Brazil (6% of sales) offer higher
growth as the market develops. There has been some transition in
the materials used in packaging, with metal cans replacing glass
for conventional beers, primarily in the U.S.

Strong Business Profile: Fitch views the packaging industry as
stable in terms of predictable margin and FCF. Fitch believes that
Ardagh's business risk could support an investment-grade rating
with significantly lower leverage. Fitch views Ardagh's business
risk as strong, supported by scale with revenue of about USD6.7
billion for 2019, strong market positions in the U.S. and EMEA, and
strategically located packaging facilities, typically located close
to customers to reduce transportation costs.

Historically Acquisitive: Ardagh has grown rapidly since 2007
through continued debt-funded acquisitions. Fitch has not factored
further acquisitions into its own forecasts. However, Fitch
believes that higher-than-expected cash build-up could be deployed
for further EBITDA-accretive acquisitions. Fitch expects Ardagh to
maintain high growth capex during 2020 and 2021, reflecting
investment in new contracts, which would also help improve the
business-risk profile.

DERIVATION SUMMARY

Ardagh is similar to its main packaging peers (Ball Corporation,
Berry and Crown) in diversification and strong market positions in
its geographic markets. However, it is smaller at close to half the
size in turnover, but shares similar EBITDA and FFO margins with
these peers. Fitch believes that Ardagh's business profile is
similar to that of Amcor plc (BBB/Stable) and Stora Enso Oyj
(BBB-/Stable), with strong EBITDA margins and healthy FCF. Ardagh's
capital structure is substantially more leveraged than that of
peers, resulting in a much lower Long-Term IDR. Compared with
similarly rated packaging related companies Irel Bidco S.a.r.l
(B+/Stable) Ardagh is substantially larger, but with weaker EBITDA
and FFO margins.

KEY ASSUMPTIONS

  - Moderate sales growth (excluding Trivium assets) of 1% in
2020-2021, thereafter 2% with contribution from recent years'
growth capex;

  - EBITDA margin to grow around 1% from 2020-2023, driven by cost
savings, better product mix of glass packaging and growth capex;

  - Cash taxes of 10% of EBIT over the next three years;

  - Common dividends of USD11 million paid to equity stakeholders
over the next three years;

  - The dividend related to pay interest on the HoldCo PIK Toggle
notes assumed as interest;

  - Working capital outflow at around USD40 million per year up to
2023;

  - Capex of around 7%-8% of sales per year including maintenance
capex of USD350 million and growth capex of USD260 million-USD280
million in 2020-2021.

RECOVERY ANALYSIS

As Ardagh's IDR is in the 'B' rating category, Fitch uses a bespoke
recovery analysis in line with its criteria. Ardagh's strong market
positions and strategically-located packaging facilities, in
Fitch's view, support a going-concern approach should the group be
in financial distress.

Fitch has applied an EBITDA discount of 15% to 2019 EBITDA
resulting in a post-restructuring EBITDA of USD890 million, which
the agency finds adequately represents Ardagh's recovery prospects.
Fitch applies a 5.5x distressed enterprise value (EV)/EBITDA
multiple, which is in line with similarly rated peers.

After deducting 10% for administrative claims, Ardagh's senior
secured notes are rated 'BB+'/'RR1'/91%-100%, its senior unsecured
notes 'B'/'RR5'/11%-30% and the senior secured notes issued by ARD
Finance S.A. 'B-'/'RR6'/0%.

RATING SENSITIVITIES

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

  - FCF margins increasing towards mid-single digits of sales on a
sustained basis;

  - FFO fixed-charge cover sustainably greater than 3.0x;

  - Clear deleveraging commitment and disciplined financial policy
with FFO-adjusted gross leverage sustainably below 5.5x.

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

  - EBITDA margin deteriorating to below 15%;

  - Neutral FCF, thereby reducing financial flexibility;

  - FFO fixed-charge cover less than 2.2x;

  - FFO-adjusted gross leverage including payment-in-kind notes
greater than 7.5x on a sustained basis.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Fitch views Ardagh's liquidity as satisfactory, supported by USD614
million of cash and cash equivalents as of end-2019, with access to
a USD663 million global asset-based RCF (all undrawn). Fitch
restricts USD300 million cash to reflect intra-year working capital
swings. Ardagh's refinancing activity of recent years has extended
most of its maturities to 2026 and beyond, reducing repayment risk.
Lower interest rates on its debt helps support cash-flow
generation.

Fitch expects positive FCF over the next three years driven by (i)
modest EBITDA margin expansion, (ii) minimal working capital
outflows and (iii) lower interest expenses due to the recent
refinancing. Although counterbalanced by high capex in 2020-2021,
Fitch expects Ardagh to generate consistent FCF at around 3% of
sales by 2023.

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.


ARDAGH PACKAGING: Moody's Rates EUR350MM Sr. Secured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the proposed
EUR350 million senior secured notes due 2026 issued by Ardagh
Packaging Finance plc, a subsidiary 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 on all
ratings is stable.

Proceeds from this issuance will be used to partially redeem the
existing EUR741 million 2.750% senior secured notes due 2024 and to
pay for transaction fees.

RATINGS RATIONALE

The B1 rating assigned to the proposed EUR350 million senior
secured notes is two notches above Ardagh's B3 CFR, reflecting the
significant amount of debt ranking behind them, but in line with
the existing senior secured notes because of their pari passu
ranking.

While Moody's positively views the fact that Ardagh timely
addresses the upcoming debt maturities in a transaction which is
broadly leverage neutral, this is counterbalanced by the costs to
be incurred to complete this refinancing and the negligible
interest savings.

In case of an upsize of the current proposed amount, Moody's
expects that the proceeds will be used to redeem debt of the same
class.

Ardagh's B3 CFR remains constrained by (1) its high
Moody's-adjusted debt/EBITDA of c.9.1x for the last twelve months
ending March 31, 2020 and pro forma for April and May 2020 debt
issuances 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 sustainable basis.

Conversely, the ratings could come under negative pressure if the
company fails to delever 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 ca.
16,400 people. For the last twelve months ending March 31, 2020,
the company generated $6.7 billion of revenue and $1.2 billion of
EBITDA.




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R U S S I A
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ETALON LENSPETSSMU: S&P Lowers ICR to 'B-', Outlook Stable
----------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
real estate developer Etalon LenSpetsSMU JSC (Etalon LSS) to 'B-',
in line with Etalon's GCP, and affirming the short-term rating at
'B'. S&P removed its ratings on Etalon LSS from CreditWatch, where
S&P placed them with negative implications on April 21, 2020.

S&P said, "We anticipate further weakening of Etalon's credit
metrics for the next couple of years, so we are revising downward
its GCP to 'b-' from 'b'.   On April 21, 2020, we placed our
ratings on Etalon LSS on CreditWatch with negative expectations
(see "Etalon LenSpetsSMU JSC And Leader Invest JSC 'B' Ratings
Placed On CreditWatch Negative On COVID-19 Uncertainties,"
published April 21, 2020). We are lowering the rating on Etalon LSS
and removing it from CreditWatch because we have revised downward
the GCP of Etalon, Etalon LSS' parent. We forecast that Etalon will
demonstrate a more aggressive S&P Global Ratings-adjusted
debt-to-EBITDA ratio of 8x-10x in 2020-2022 compared with 7.1x at
year-end 2019. We expect this will stem from increasingly negative
operating cash flows, since homebuyers' payments will be restricted
in escrow accounts until Etalon completes its ongoing projects in
St Petersburg and Moscow. We also anticipate pressure on operating
cash flows from higher land spending, including the replenishment
of the land bank in St Petersburg and payments related to ZIL
South, a large project located in the southern part of Moscow. We
estimate that the group's total debt could almost double by 2022,
from about Russian rubles (RUB) 55 billion at year-end 2019.

"That said, we do not currently assess Etalon's capital structure
as unsustainable because we expect that a large part of its new
debt drawn in 2020-2022 will be project finance debt, as Russian
legislation stipulates. We generally view project finance loans as
largely self-liquidating, subject to strong presales supporting the
accumulation of homebuyers' cash in escrow accounts, and
construction projects being carried out in a timely and disciplined
manner. We take into consideration Etalon's long track record of
operations in the markets of St Petersburg and, more recently,
Moscow. That said, we note that Etalon had to backload some
projects within the existing schedules in 2019 after reallocating
some of its construction capacity in Moscow to the projects of
Leader Invest JSC, another of Etalon's core subsidiaries. We also
factor in that Etalon had to close its construction sites in Moscow
in April and the first weeks of May due to the government's
measures in response to the COVID-19 pandemic. We expect Etalon's
new contract sales will decline by about 20%-25% in 2020 due to
weaker demand and the closure of offices in April and May 2020,
before recovering in 2021. Nevertheless, we understand that
currently Etalon targets delivering all of its projects on time.

"We have revised downward Etalon LSS' SACP to 'b' from 'b+' because
we expect higher leverage due to new project finance loans and
dividend payouts.  We now forecast that Etalon LSS' adjusted debt
to EBITDA will increase to 3x-4x in 2020-2021 and to about 5x in
2022 from 3x at year-end 2019. This is because we expect Etalon LSS
will demonstrate negative operating cash flow in 2020-2022 due to
homebuyer advances being restricted in escrow accounts until it
completes its projects. Furthermore, we expect Etalon LSS'
dividends will cut into its discretionary cash flows. We factor in
that Etalon LSS paid out RUB8 billion of dividends in 2019, which
was above our previous estimates. Management has reported that
Etalon LSS' dividend payments will be lower in 2020-2022; however,
we note that Etalon depends on cash from its subsidiaries, Etalon
LSS and Leader Invest, to repay the five- and eight-year tranches
of the RUB30 billion Sberbank loan that Etalon drew in 2019 to
finance the acquisition of Leader Invest. As a result, we now
assess Etalon LSS' financial policy as negative. We note that
Etalon LSS' leverage also depends on Etalon's decision regarding a
new land purchase."

Etalon LSS' SACP ('b') remains one notch higher than Etalon's GCP
('b-'). Etalon LSS' long and successful track record of operations
in St Petersburg (where it currently has 10 projects in
construction phase) and in Moscow (with four projects) continues to
support our assessment of the company's business risk profile.
Etalon LSS' relatively small share across Russia (0.76% as of end
of May 2020, according to Dom.rf), below-average profitability, and
high country risk associated with operating in Russia all constrain
S&P's view of its business risk profile.

Since S&P considers Etalon LSS a core subsidiary of Etalon, it caps
its rating on Etalon LSS at 'B-'.

S&P said, "The stable outlook reflects our expectation that Etalon
LSS has sufficient liquidity measures to cover any liquidity
shortfall over the next 12 months. We think Etalon's capital
structure will remain sustainable over the forecast period with
EBITDA interest coverage exceeding 1x in 2021 and beyond."

S&P could lower the rating on Etalon LSS if:

-- S&P revised downward Etalon's GCP. This could stem from weaker
margins, construction delays, increased spending for land
acquisitions, or a more aggressive financial policy, which would
cause Etalon's debt levels to increase;

-- Etalon's interest coverage fell below 1x for a protracted
period, or if its liquidity or refinancing risks increased;

-- Cash in escrow accounts failed to balance Etalon's project
finance debt, which could stem from weaker presales due to tighter
macro conditions; or

-- Etalon's capital structure became unsustainable.

S&P could raise its rating on Etalon LSS by one notch if it revised
upward Etalon's GCP. Etalon would also need to maintain its
adjusted debt-to-EBITDA ratio sustainably below 7.0x--with the
share of project finance debt trending upward--along with an
interest coverage ratio above 2.0x and sustained adequate
liquidity.


LEADER INVEST: S&P Downgrades ICR to 'B-', Outlook Stable
---------------------------------------------------------
S&P Global Ratings lowered to 'B-' from 'B' its long-term issuer
credit rating on Russia-based Leader Invest JSC and removed its
from CreditWatch with negative implications, where it was placed on
April 21, 2020. S&P affirmed the short-term rating at 'B'.

The rating action on Leader is based on S&P's expectation that
Etalon's credit metrics will weaken further over the next couple of
years.

S&P said, "We forecast that Etalon will demonstrate a more
aggressive S&P Global Ratings-adjusted debt-to-EBITDA ratio of
8x-10x in 2020-2022 (debt to EBITDA was 7.1x at year-end 2019).
Operating cash flows are likely to turn increasingly negative as
homebuyers' payments will be restricted in escrow accounts until
project completion. We also anticipate that operating cash flows
will be eroded by higher spending on land, for example, the
replenishment of the land bank in St Petersburg and payments
related to ZIL South, a large project located in the southern part
of Moscow. We estimate that the group's total debt may almost
double by 2022 from about RUB55 billion at year-end 2019.

"Nevertheless, we do not consider Etalon's capital structure to be
unsustainable, because under Russian legislation, we expect much of
the debt it draws in 2020-2022 will be project finance debt.

"We view project finance loans as largely self-liquidating, based
on our assumptions that strong presales will support the
accumulation of homebuyers' cash in escrow accounts, and that
Etalon will carry out construction projects in a timely and
disciplined manner. We also take into consideration Etalon's long
track record of operations in the markets of St Petersburg and,
more recently, Moscow.

"That said, we note that Etalon had to backload some projects
within the existing schedules in 2019 after reallocating some of
its construction capacity in Moscow to Leader's projects.

"We also factor in that Etalon had to close its construction sites
in Moscow in April and the first weeks of May due to the
government's measures in response to the COVID-19 pandemic. We
expect Etalon's new contract sales will decline by about 20%-25% in
2020 due to weaker demand and the closure of offices in April and
May 2020, before recovering in 2021. Nevertheless, we understand
that, currently, Etalon targets delivering all of its projects on
time."

At 2.4x, Leader's adjusted debt to EBITDA in 2019 was moderate, and
considerably lower than group leverage.

This is because the RUB30 billion loan facility Etalon used to
acquire Leader in 2019 was drawn at the Etalon level. S&P
anticipates that Leader's stand-alone leverage will grow as it
issues new project finance debt, in line with regulatory
requirements, but remain below group leverage.

Leader's concentration in Moscow means that it was harder hit by
measures to curb the spread of the COVID-19 pandemic than the wider
group.

Etalon's projects are located in both Moscow and St Petersburg. The
lockdown was stricter in Moscow, and construction sites were closed
down for several weeks in April-May 2020. Furthermore, the lockdown
prevented potential buyers from viewing housing, constraining
sales.

Leader's stand-alone credit profile still benefits from the
favorable position of its projects. Not only did previous
shareholder Sistema transfer land plots to it, but also its
projects have historically demonstrated above-average
profitability. Leader has a portfolio of nine projects in the
active construction phase, slightly smaller than the portfolio of
Etalon LenSpetsSMU JSC (Etalon LSS), another of Etalon's core
subsidiaries, which has 14 projects under construction. Leader is
likely to develop Etalon's key growth project, ZIL South. That
said, Leader has a shorter track record in the market, and has
demonstrated a weaker execution capacity on a stand-alone basis.

Since S&P considers Leader a core subsidiary of Etalon, it caps its
rating on it at 'B-'.

The stable outlook indicates that S&P considers Etalon has taken
sufficient measures to cover any liquidity shortfall over the next
12 months. S&P expected Etalon's capital structure to remain
sustainable and that its EBITDA interest coverage will remain above
1x from 2021 on.

S&P could lower the rating on Leader if:

-- S&P revised down Etalon GCP. This could stem from weaker
margins, construction delays, increased spending for land
acquisitions, or a more aggressive financial policy, which would
cause Etalon's debt levels to increase;

-- Etalon's interest coverage fell below 1x for a protracted
period, or if its liquidity or refinancing risks increased;

-- Cash in escrow accounts failed to balance Etalon's project
finance debt, which could stem from weaker presales due to tighter
macro conditions; or

-- Etalon's capital structure became unsustainable.

S&P could raise its rating on Leader by one notch if it revised
upward Etalon's GCP. Etalon would also need to maintain its
adjusted debt-to-EBITDA ratio sustainably below 7.0x--with the
share of project finance debt trending upward--along with an
interest coverage ratio above 2.0x and sustained adequate
liquidity.


SUEK JSC: Fitch Alters Outlook on 'BB' LT IDR to Negative
---------------------------------------------------------
Fitch Ratings has revised the Outlook on JSC SUEK's Long-Term
Foreign Currency Issuer Default Rating to Negative from Stable and
affirmed the IDR at 'BB'.

The Negative Outlook reflects the combination of a highly
acquisitive period and associated debt accumulation with coal
market weakness due to coronavirus pandemic. This results in
elevated leverage ratios and Fitch anticipates that deleveraging
will take more time than previously expected. At end-2019 SUEK's
funds from operations gross leverage was 4.4x, above its 3.5x
negative rating sensitivity. Fitch anticipates that leverage will
remain above the negative sensitivity until 2021.

Fitch views SUEK's debt-funded recent acquisitions in energy and
logistics as EBITDA-accretive with the power generation segment
adding to cash flow stability, which will provide support to
group's cash flows in this lacklustre thermal coal market
environment. Since 2018, the company has made several acquisitions
that transformed it from a pure-play large coal miner into an
integrated coal mining and energy generation company with notable
market shares in both segments and increased earnings stability.
The rating is also supported by the company's position among the
leading thermal coal exporters globally and top-seven company in
Russia based on power generation, its healthy margins and positive
free cash flow generation.

KEY RATING DRIVERS

Elevated Leverage: SUEK's gross debt peaked at USD6.8 billion by
end-2019 driven by substantial payments totalling USD2.2 billion
related to the acquisitions of energy and power generation company
Siberian Generation Company LLC from the sole shareholder, railcar
leasing company Nitrohimprom, and Reftinskaya GRES. Fitch views
these acquisitions as positive for the company's business profile
due to reduced cash flow volatility, enhanced scale and increased
operational integration of domestic coal sales.

The acquisitions coincided with a weakening coal market,
exacerbated by the pandemic, and translated into FFO gross leverage
exceeding Fitch's negative rating guideline in 2019 and 2020 and
declining to 3.5x in 2021.

Earnings to Dip in 2020: Reduced economic activity due to the
coronavirus pandemic will result in lower energy demand in 2020,
driving pressure on coal price and domestic and export coal
volumes. Fitch forecasts that EBITDA in 2020 will decline to USD1.6
billion (excluding Fitch's adjustment for around USD200 million
lease-related expense), or down 12% yoy as lower earnings in the
coal segment are somewhat mitigated by consolidation of energy
assets, which add to cash flow stability. Around two-thirds of 2020
coal export sales were already contracted at fixed prices, giving
good visibility of the coal segment performance amid low and
volatile prices.

Fitch anticipates that EBITDA will recover in 2021 towards the 2019
level due to coal price normalisation.

Positive FCF: SUEK has been a free cash flow (FCF)-positive
business with an historically high single-digit FCF margin through
the cycle. The company has not paid dividends since 2011 and has
demonstrated capex flexibility during coal market downturns. Fitch
assumes capex-to-sales will average 12% in 2020-2022 and no
material dividends until net debt/EBITDA is closer to the lower end
of the 2x-2.5x range as guided by the company. Consequently, Fitch
expects SUEK will continue generating positive FCF over the rating
horizon, allowing it to deleverage to 3.5x in 2021 and 3.3x in 2022
in terms of FFO gross leverage.

Coal Prices Falling: Coal generation is more affected by the
current crisis, because of very competitive gas prices and a larger
share of renewables that are usually prioritised in the grid. As
demand for thermal coal contracted quicker and deeper than the
supply side, prices plummeted in 2Q20 towards USD50/t-USD55/t FOB
Newcastle 6,000 kcal/kg in May. This is despite the fact that this
price level corresponds to 30%-35% percentile on the global
seaborne thermal coal cost curve, implying the majority of seaborne
coal exporters with above average cost position are loss-making.

Fitch anticipates that thermal coal price will only recover towards
4Q20 due to the start of heating season. On a through-the-cycle
basis, the seaborne coal price will find support at the Chinese
price corridor for domestic coal price and therefore Fitch assumes
the range of USD70/t-72/t for Newcastle in 2021-2023.

Global Coal Markets Shift: Thermal coal remains a key energy
source, with share in global power generation of over 35%. However,
the current crisis and extremely low gas prices affected demand for
coal and resulted in an acceleration of the shift from coal to
cleaner energy since the latter has become more competitive. The
International Energy Agency expects global thermal coal demand to
contract by 8% in 2020, the highest rate among other energy
sources. The pace of increase in coal demand in the subsequent
years will depend on the magnitude of recovery of the main coal
consuming regions, competition from other energy sources and
growing environmental concerns.

Coal Market Perspective: In the longer-term Fitch expects global
thermal coal demand to be flat or modestly decreasing, as rapidly
contracting coal use in developed countries is offset by growth in
emerging markets. In particular, in India, Pakistan, and Vietnam,
coal-fired power dominates generation and is growing. High-cost
producers will reduce supply, balancing an expected increase in
exports from Russia. Besides, social and environmental opposition
to new mines could lead to fewer or smaller projects being
developed, thus limiting further supply additions.

Large Thermal Coal Producer: SUEK is among the top seaborne thermal
coal exporters globally and is the largest supplier of thermal coal
in Russia. In 2019, it exported half of its 106 million tonnes
thermal coal output to APAC and Atlantic markets. SUEK exports
high-quality hard coal, most of which is processed through washing.
SUEK's coal segment generates two-thirds of total EBITDA, with
lower-margin but more predictable domestic coal sales balancing
more volatile but higher-margin coal exports. Its hard coal
reserves mine life exceeds 30 years at current output levels.

Stable Energy Segment: Following the acquisitions, SUEK's domestic
coal operations achieved over 50% downstream integration into power
generation. The energy segment contributed one-third of reported
2019 EBITDA, at USD661 million, and Fitch expects it to rise
towards USD700 million-USD800 million in the next three years,
aided by the consolidation of Reftinskaya GRES and Krasnoyarsk
GRES-2. The energy assets are in Siberia, close to SUEK's coal
assets, have an installed capacity of 16GW and represent 30% of the
regional Siberian energy market.

Energy sales are evenly split across heat, electricity and
capacity, and generate relatively stable cash flow. 27% of
capacities of SGK, SUEK's core energy asset, are covered by
capacity supply agreements, which supports predictability of SGK's
cash flows. SUEK is also participating in modernisation CSA.

Competitive Cost Position: SUEK has low cash production costs,
underpinned by a high share of open-pit-mined coal, a weak rouble,
and efficiency improvements. It benefits from self-sufficiency in
processing, washing and logistics infrastructure, including ports.
Availability of railcars is crucial for SUEK's operations, and
after the NHP acquisition the company controls around 90% of
railcars needed for its operations. SUEK's mining assets are remote
from export sea ports compared with global mining peers, but the
company is positioned on the lower part of the global cost curve by
total business costs.

DERIVATION SUMMARY

SUEK is Russia's top thermal coal producer, operating 27 mines in
several regions, and one of the largest exporters of seaborne
thermal coal globally. SUEK is comparable with AO Holding Company
METALLOINVEST (BB+/Stable) in scale and diversification, as both
companies are among the top 10 global producers of specific
commodities. METALLOINVEST, which produces iron ore, has a better
cost position and higher mine life than SUEK, but the latter's
operations are more diversified, with several mines located across
a number of Russian regions, while METALLOINVEST has two large
mines in one region. METALLOINVEST is integrated in steelmaking,
while SUEK's energy and power-generation segment makes a one third
contribution to EBITDA.

PJSC Polyus (BB/Stable) is the largest gold producer in Russia and
ranks among the lowest-cost gold producers with an ample large
reserve base. Polyus has comparable scale with SUEK but is focused
only on mining. Both Polyus and METALLOINVEST have superior
profitability to SUEK, but the latter's energy generation ensures
cash-flow stability. FFO gross leverage is around 2.0x-2.5x for
METALLOINVEST and for Polyus. SUEK's slightly higher leverage of
3x-3.5x reflects pressure from low thermal coal prices and recent
M&A activities.

Indonesian coal peer's PT Bayan Resources Tbk (BB-/Stable) and PT
Indika Energy Tbk (BB-/Negative) are smaller, have lower mine life,
and higher regulatory risks due to a limited horizon of mining
concessions. Bayan has a stronger cost position, higher profit
margins and has low leverage. Indika benefits from an integrated
business model across mining, engineering and construction,
although its mining operations are less profitable.

KEY ASSUMPTIONS

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

  - Thermal coal Newcastle 6,000 kcal/kg FOB at USD63/t in 2020,
USD72/t in 2021-2022 and USD70/t thereafter, in line with Fitch's
mid-cycle commodity price assumptions

  - Domestic coal price growth at slightly below rouble inflation

  - Energy segment EBITDA at around USD700 million-USD800 million a
year

  - Coal sales volumes decrease by around 10% in 2020 as low single
digit increase in export sales of own coal does not offset the
reduction in domestic sales and trading volumes. Coal sales recover
towards 125 million tonnes towards 2023;

  - Capex around USD1 billion per year in 2020-2023

USD/RUB exchange rate averaging 72 in 2020 and 70 in 2021

  - USD100 million dividend payment in 2020, no dividends in the
subsequent two years

RATING SENSITIVITIES

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

  - FFO gross leverage sustainably below 2.5x, combined with an
extended and smoother debt maturity profile

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

  - Subdued coal markets, aggressive dividends or M&A driving FFO
gross leverage sustainably above 3.5x

  - Negative FCF on a sustained basis

  - EBITDA margin sustainably below 20% (2019: 23.9%)

  - Failure to maintain a liquidity ratio above 1x

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

Liquidity Tight from 2021: At December 31, 2019 SUEK reported
USD1,799 million short-term debt, fairly balanced against USD176
million cash balances and around USD1.6 billion unutilised
long-term committed credit facilities with availability beyond
end-2020. Fitch also notes that SUEK's liquidity profile remains
adequate for 2020 as it is a positive FCF generating business
throughout the cycle. However, Fitch notes that the liquidity
position for the second and following years has been historically
fragile as SUEK is reliant on its ability to refinance the upcoming
maturities of its front-loaded debt portfolio with pre-export
financing, bilateral bank loans or bonds, as demonstrated in the
first half of each of the past several years including 2020.

SUMMARY OF FINANCIAL ADJUSTMENTS

  - Fitch has reclassified leases of USD1.2 billion at end-2019 as
other liabilities. Furthermore, Fitch has reclassified USD220
million of depreciation of right of use assets and USD88 million of
interest on lease liabilities as lease expenses, reducing Fitch
EBITDA by USD308 million in 2019

  - The amount payable for acquisition of Reftinskaya GRES of USD65
million was reclassified from other payables to debt

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).


UZBEKISTAN: S&P Alters Outlook to Negative & Affirms 'BB-/B' ICRs
-----------------------------------------------------------------
S&P Global Ratings, on June 5, 2020, revised the outlook on its
long-term ratings on Uzbekistan to negative from stable. At the
same time, S&P affirmed the 'BB-/B' foreign and local currency
sovereign credit ratings, and the 'BB-' transfer and convertibility
assessment.

Outlook

S&P said, "The negative outlook reflects our view that Uzbekistan's
external and fiscal debt could continue to increase rapidly over at
least the next 12 months, potentially faster, for instance because
of COVID-19-related spending, while benefits of government
investment related to increased borrowing will only become apparent
over the medium term. We expect current account deficits will
remain elevated, and government borrowing will finance reforms and
investment programs aimed at improving infrastructure and
modernizing the economy."

Downside scenario

S&P could lower the ratings if it expect external debt accumulation
over the period to 2023 will result in a further significant
deterioration in Uzbekistan's fiscal balance sheet or increased
gross external financing needs. This could happen if economic
growth or current account receipts do not increase to mitigate
additional external borrowing.

S&P could also lower the ratings if it observes increasing weakness
in key state-owned enterprises (SOEs), leading to the realization
of contingent liabilities on the government's balance sheet, or if
dollarization levels in the economy significantly increase despite
recent reforms.

Upside scenario

S&P could revise the outlook to stable if the pace of external debt
accumulation slows over the medium term, in line with its
expectations.

Uzbekistan's increased integration with the global economy and
government SOE reforms could support the ratings if they result in
increased economic growth potential and resiliency. Further
diversification of the government's revenue base or the composition
of exports would also support the ratings.

Rationale

Uzbekistan's still-strong external position and the government's
low debt burden support the ratings, although both have
deteriorated sharply over 2019-2020. The government has become a
net debtor, with government debt surpassing government assets,
which are largely with the Uzbekistan Fund for Reconstruction and
Development (UFRD). At the same time, S&P estimates the economy's
gross external debt will increase above its liquid external assets
due to further external borrowing in 2020. This will be a
significant change given the economy was previously in a very
strong external asset position.

S&P said, "We expect government debt net of liquid assets will
climb to 10% of GDP by year-end 2020, from a net asset position of
9% of GDP at year-end 2018. We anticipate a slowdown in debt
accumulation, with the change in net debt to GDP averaging about
3.7% over 2021-2023. This would be a sharp deceleration compared
with our estimate of an average increase of about 9% of GDP in
2019-2020. In 2020, the government expects an extra $1 billion in
expenditure related to COVID-19, but most of the borrowing will be
to finance current government expenditure and its significant
investment plans. Continuing rapid debt accumulation could, in our
view, reduce the government's fiscal flexibility. The government
predominately borrows from abroad, which also increases risks to
the economy's external position. Although we note that a large
portion of government debt is concessional.

"Our ratings are constrained by Uzbekistan's low economic wealth,
as measured by GDP per capita. In our view, policy responses may be
difficult to predict, given the highly centralized decision-making
process and the relatively less developed accountability and checks
and balances between institutions. Our ratings are also constrained
by low monetary policy flexibility."

Institutional and economic profile: S&P expects the economy will
expand by 1% this year, showing resilience to COVID-19 headwinds
and weak global growth.

-- Despite the COVID-19-related shutdown, large portions of the
economy, including most large SOEs, are still operating.

-- The authorities continue to progress with institutional reforms
and, although we expect improvements in governance, we think
decision-making will remain centralized.

-- GDP per capita remains low, at an estimated $1,700 in 2020.

Over the past two years, Uzbekistan has made progress on its reform
and economic modernization agenda, which should improve the
economy's productive capacity and the government's institutional
capacity. Most recently, a significant portion of foreign currency
denominated loans were returned to the UFRD, reducing dollarization
in the banking system. This year, loans to SOEs will be set to at
least the Central Bank of Uzbekistan's (CBU's) policy rate,
beginning reforms to reduce credit market segmentation. Both
reforms should help as the CBU transitions to inflation targeting,
strengthening monetary policy.

S&P expects growth will decelerate this year to 1% because of the
fallout from COVID-19, and weakness in key trading partners due to
low oil prices. The government reacted swiftly to the pandemic,
closing transport links with other countries and restricting travel
within the country. Large events were cancelled and schools and
universities operated remotely. There were also restrictions on
retail stores. The government has begun a phased lifting of
restrictions as the number of new cases declines. During the
restriction period, large segments of the economy continued to
operate. The agricultural sector and the important industrial
sector--including food processing, manufacturing, oil refining, and
metals and mining--have continued to operate. Large infrastructure
and investment projects have also continued, slowing only to
provide for additional safety measures.

The government has introduced stimulus measures to counteract the
effects of the pandemic. The government expects to spend an
additional $1 billion this year from the budget, with about $100
million on health-related measures to mitigate the impact of the
virus; $870 million to support entrepreneurship, employment, and
infrastructure projects; and about $70 million to support low
income households. The CBU will set up revolving credit facilities
of about $3 billion to support private-sector business and ensure
additional provision of liquidity to the banking sector and cash in
ATMs, and businesses in key sectors will be eligible for zero-cost
debt service deferrals.

S&P expects real GDP growth will average just under 5% over its
forecast period through 2023, supported by growth in the services,
manufacturing, and natural resources sectors. The construction
sector's contribution to GDP is small but increasing. The economy
has been government-led for many years, and still depends on SOEs,
which contribute a large share of GDP. Nevertheless, successful SOE
sector reforms, including the modernization of operations to
support cost recovery, could lead to increased growth potential for
Uzbekistan. The country has significant natural resources,
including large reserves of diverse commodities, the export of
which has supported past current account surpluses. Globally, the
country is one of the top-20 producers of natural gas, gold,
copper, and uranium.

Attracting foreign direct investment is a priority for the
government, with current inflows low and concentrated in the
extractive industries, particularly natural gas. Foreign direct
investment increased in 2019 to about $2.3 billion from about $0.6
billion in 2018. If government reforms attract more foreign direct
investment, this would reduce the current account's debt
financing.

Uzbekistan's population is young, with almost 90% at or below
working age, which presents an opportunity for labor supply-led
growth. However, it will remain a challenge for job growth to match
demand, in S&P's view. Despite steady growth, GDP per capita
remains low, at a forecast $1,700 at year-end 2020.

The government initiated comprehensive banking sector reforms in
October 2019. The reforms aim to help banks operate in a more
commercially focused manner. Over $4 billion in UFRD loans,
previously onlent through the banking sector SOEs, were returned to
the UFRD balance sheet. In addition, the UFRD granted about $1.5
billion in loans to banks to convert into equity to improve
capitalization in the system. Along with these balance sheet
changes, the government has introduced regulations to reduce
subsidized lending and encourage lending in the local currency.

Broad-based policy reforms have improved institutions and opened up
the economy. Reforms to the banking sector come after a series of
broad-based policy reforms, including attempts to increase the
judiciary's independence, remove restrictions on free expression,
and increase the government's accountability to its citizens.
Changes have also included the implementation of an anti-corruption
law, an increase in transparency regarding economic data, and the
liberalization of trade and foreign exchange regimes. The
government is working on a law to privatize nonagricultural land,
and further reforms in the agricultural sector are expected, after
the abolishment of state orders for cotton. Reforms in the SOE
sector are ongoing, with the unbundling and corporatization of
large SOEs in the mining and energy sectors and the notable recent
creation of the Ministry of Energy, which will have regulatory
purview over the oil, gas, and electricity sectors.

S&P said, “zNotwithstanding the positive trend in strengthening
institutions, in our view, Uzbekistan is starting from a low base.
We believe that decision-making will remain highly centralized in
the hands of the president, making policy responses more difficult
to predict. We believe that checks and balances between
institutions remain weak. In addition, uncertainty over any
succession remains, despite the relatively smooth transfer of power
to President Shavkat Mirziyoyev."

Flexibility and performance profile: The economy will move into a
net liability position in the coming years.

-- S&P expects the current account deficit will average about 7%
of GDP over the forecast period to support consumption and
investment demands of a more outward-facing economy, increasing
external indebtedness.

-- The government's net debt burden will remain low despite
ongoing fiscal deficits, with the expected change in net debt
averaging about 4.8% of GDP over the forecast period.

-- S&P expects dollarization will remain below 50% and will
gradually decline over the forecast period, improving monetary
policy effectiveness while price stability and confidence in the
currency increases.

S&P said, "In 2020, we expect a government deficit of 3.6% of GDP
as the government increases spending in response to COVID-19, and
revenue weakens from slower economic activity and revenue-reducing
stimulus measures. At the same time, the government's debt burden
will increase faster, to about 9% of GDP, primarily due to
government borrowing to finance investment and modernization plans,
as well as exchange rate depreciation given most government debt is
in foreign currency. After 2020, we anticipate the government will
continue increasing social spending on areas such as education and
health care, and that capital expenditure (capex) will remain
elevated given the economy's infrastructure needs." Currently,
wages make up over 50% of capex. The government implemented tax
reforms in 2019, which saw revenue in 2019 increase by 25% compared
with 2018. The reforms simplified the tax code and lowered some tax
rates, helping expand the tax base and increase collection rates.
Fiscal transparency has increased as the government brought
extra-budgetary spending onto the budget, for instance with the
UFRD.

The government issued a $1 billion Eurobond in February 2019 and
issued its first local currency treasury bonds since 2012 in
December 2018. S&P said, "We estimate general government debt at
$15.8 billion (29% of GDP) at year-end 2019. General government
debt is almost all external and denominated in foreign currency,
making it susceptible to exchange rate movements. We note the
exchange rate depreciated 14% in 2019 and expect 10% depreciation
this year. Besides the Eurobond and local currency debt (about $130
million at year-end 2019), debt is split roughly equally between
official bilateral and multilateral creditors. In our estimate of
general government debt, we include external debt of SOEs
guaranteed by the government due to the ongoing support to the SOEs
from the government. As reforms on SOEs continue, if it becomes
apparent that sizable government financial support will be
necessary, we could reconsider our assessment of contingent
liabilities. A large portion of general government debt is
concessional, resulting in low debt-servicing costs. We estimate
interest payments at 1% of revenue on average over our forecast
period."

The government crossed into a net debt position in 2019, although
debt remains low relative to that of peers. S&P expects net general
government debt will increase to 16% by 2022. The government's
assets-about 23% of GDP--are mostly kept at the UFRD. Founded in
2006, and initially funded with capital injections from the
government, the UFRD has received revenue from gold, copper, and
gas sales above certain cutoff prices. S&P includes only the
external portion of UFRD assets in its estimate of the government's
net asset position because it views the domestic portion--which
consists of loans to SOEs and capital injections to banks--as
largely illiquid.

S&P expects the current account deficit will increase in 2020 to
about 10% of GDP, up from 6% in 2019. The increased deficit is
driven by lower gas exports, weaker tourism receipts (an increasing
component of services exports), and lower remittances. Remittances
and income from abroad are an important component of Uzbekistan's
current account, given the large number of Uzbeks working abroad,
particularly in Russia. Offsetting these declines is the increase
in the price of gold. Exports remain heavily dependent on
commodities and gold is the main export good. S&P expects the
current account balance will average a deficit of about 7% of GDP
over our forecast period in order to fulfill the economy's need for
the capital goods and high technology goods to modernize.
Additionally, consumer goods imports should remain elevated, given
the increased ease of trade.

Current account deficits will mostly be financed with debt over the
forecast period. S&P said, "This year, we forecast Uzbekistan will
move to a net external debt position, when only considering liquid
public and financial sector external assets. We estimate our
measure of external liquidity (gross external financing needs to
current account receipts, plus usable reserves) is relatively
strong at 91%, because of the long-dated nature of the economy's
external debt and the high level of reserves. We expect foreign
direct investment will increase over our forecast period. The
authorities' external statistical capacity related to coverage,
timeliness, and transparency, has been increasing."

S&P said, "We include in our estimate of the central bank's reserve
assets its significant holdings of monetary gold. The central bank
is the sole purchaser of gold mined in Uzbekistan. It purchases the
gold with local currency then sells dollars in the local market to
offset the increase in reserves from the gold. We do not include
UFRD assets in the central bank's reserve assets; but instead
consider them government external assets, because we view them as
fiscal reserves.

"We expect dollarization of loans in the banking system will remain
below 50% because of banking sector reforms. In addition to the
removal of $4 billion in dollar-denominated loans, the conversion
of $1.5 billion to loans in local currency and increases in retail
and commercial lending in local currency should keep dollarization
on a declining trend. Deposit dollarization is already below 50%,
and we expect local currency deposit growth will outpace foreign
currency deposit growth. In our view, declining dollarization
should help improve the effectiveness of monetary policy
transmission mechanisms. However, our assessment of monetary policy
is still constrained by high inflation.

"Positively, the central bank is moving toward inflation targeting,
but we expect this transition will take a few years. Although the
effects of the September 2017 currency devaluation have mostly
worked through the economy, we expect inflation will remain above
10% over our forecast period and will average 13% over 2020. More
open trade policies have allowed domestic prices to move toward
regional and international prices, putting inflationary pressure on
domestic goods. Growth in public sector wages and the
liberalization of regulated prices should also add to inflationary
pressure over the forecast period. In April 2020, in response to
COVID-19 and lower inflationary expectations, the central bank
lowered its refinancing rate to 15% from 16%."

One of Uzbekistan's most significant economic reforms was the
liberalization of the exchange rate regime in September 2017 to a
managed float from a crawling peg, which was overvalued in
comparison with the black-market rate. S&P said, "Although we
believe the central bank initially intervened heavily in the
foreign exchange market, it now only intervenes intermittently to
smooth volatility. The relatively short track record of the float
constrains our assessment of monetary flexibility, as does our
perception of the potential for political interference in the
central bank's decision-making."

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

-- Health and safety

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  Outlook Action; Ratings Affirmed  
                                     To          From
  Uzbekistan
   Sovereign Credit Rating   BB-/Negative/B    BB-/Stable/B
   Senior Unsecured                      BB-   BB-
   Transfer & Convertibility Assessment  BB-   BB-




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

INVICTUS MEDIA: Fitch Lowers LT IDR to 'B', On Watch Negative
-------------------------------------------------------------
Fitch Ratings has downgraded Invictus Media S.A.U.'s Long-Term
Issuer Default Rating to 'B' from 'BB-'. All ratings remain on
Rating Watch Negative.

The downgrade reflects its expectation that EBITDA in 2020 will be
materially lower yoy at EUR106 million, and returning towards 2019
levels only by 2022. Fitch also expects working capital outflows to
be significant at over EUR90 million this year as receivable
invoice payments are delayed into the summer and autumn months. The
negative free cash flow this year could lead to a substantial
reduction in liquidity over the next three- to six-months with
additional funding potentially needed to support working capital
and EUR50 million term loan A amortisation over the year.

While this season's football games in Imagina's markets are being
planned to be played over the summer, some uncertainty remains
around whether future games and the start of the next season might
be disrupted. Its RWN reflects this uncertainty and its expectation
that under such a scenario liquidity would be significantly
strained.

KEY RATING DRIVERS

2020 EBITDA Forecasts Lowered: Fitch expects the social measures
taken in response to COVID-19 and resulting postponement in games
as well as a weaker TV advertising environment in Spain to lead to
a materially lower EBITDA in 2020 than previously forecast. The
temporary closures of studio spaces and disruptions to live TV
shows will see Imagina's audio-visual and content segments record a
substantial decrease in revenues this year. While Fitch expects
revenues to rebound swiftly, supported by medium-term contracts and
sustained demand for premium sports content, Fitch expects slower
recovery in Spanish TV advertising and a weaker economy in Europe
to restrict growth in 2021.

Short-Term Liquidity Risk: Fitch expects Imagina to manage their
payment and collection schedule for sports rights tightly with
broadcasters and the football leagues and do not expect material
outflows in respect of these rights. Fitch assumes some of
Imagina's counterparties in their audio-visual and content
contracts will defer invoice payments in 2020. Forecast low EBITDA
for 2020 and the working capital outflows over the second and third
quarters of the year could see total liquidity availability
temporarily fall towards zero in 2020, possibly requiring
additional capital to be raised.

Virus Uncertainty Remains: The announcements regarding plans to
restart the 2019/20 football leagues in Spain and Italy are
positive for Imagina but uncertainty remains as to whether there
could be further match postponement or cancellation of the planned
summer games or delays to the start of the next season. Fitch
expects the company to be more prepared in this scenario than under
the initial outbreak but believe EBITDA would decline below EUR100
million if a second wave of more extreme lockdown measures are
announced in Europe, putting further pressure on FCF.

2020 Leverage Peak: If all of the currently postponed games are
played over the summer, Fitch expects funds from operations gross
leverage to increase to around 8.3x in 2020 before deleveraging
rapidly to 5.8x in 2021, assuming no significant lockdown measures
are in effect in 2021.

Supportive Demand for Sports Content: With a focus on most popular
Spanish and European football leagues, Imagina benefits from
long-term rising global demand for premium sports content across
various groups, including conventional TV operators and rapidly
developing disruptive streaming service providers. Fitch expects
this demand to remain intact once the COVID-19 crisis is over. A
widely diversified content off-taker platform, stimulated by strong
consumer demand, supports optimising content monetisation
strategies and mitigates the emergence of grossly unbalanced
relationships between content providers and distributors.

Concentrated Exposure to La Liga: A material proportion of
Imagina's earnings depend on a continuation of cooperation with La
Liga in its international agency role. This concentration to a
single contract creates risks to Imagina's future cash flows. This
is somewhat mitigated by the tenor and secured economics of the
current agreements covering its rating case until end-2022. Its
cancellation case assumes EBITDA from this contract is not affected
by the current game's postponement, which partially offsets some of
the expected EBITDA losses elsewhere in Imagina.

DERIVATION SUMMARY

Fitch assesses Imagina in the context of its Ratings Navigator for
diversified media companies and by benchmarking it against
Fitch-rated selected rights-management and content-producing peers,
none of which Fitch considers as a complete comparator given
Imagina's vertically integrated business model. Imagina's operating
profile is less robust than that of Pinewood Group Limited
(BBB-/Stable). The 'B'/ RWN rating reflects Imagina's volatile
cash-flow generation, and leverage peak due to the impact of the
pandemic. The length and extent of the coronavirus impact is still
uncertain at this stage, which drives the RWN.

Imagina has a strong competitive position, stronger regional rather
than global sector relevance but this offset by a high dependence
on key accounts (in particular the International La Liga contract)
and a lower FCF base in 2020 relative to peers as a result of
coronavirus. This places Imagina slightly weaker than Banijay Group
SAS's (B/Negative) unleveraged credit quality.

KEY ASSUMPTIONS

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

Revenue to decline around 20% in 2020 driven by the loss of the La
Liga domestic contract and the impact of coronavirus across all
segments. Thereafter Fitch expects recovery from the virus to be
fairly swift and additional revenues from the French league to
drive revenue just above EUR2 billion by 2021;

EBITDA margin (excluding IFRS16 impact on EBITDA) to decline in
2020 to 7.4% before rising towards 8% in 2021;

Capex to decline to 3.5% of sales in 2020 and 2021;

Working capital outflow at -6.5% of revenue in 2020 and
cash-neutral in 2021;

Available liquidity resources to be fully drawn throughout the
year; and

EUR49 million payment to previous shareholder in respect of a legal
settlement.

KEY RECOVERY ASSUMPTIONS

Fitch uses a going-concern approach for Imagina in its recovery
analysis, assuming that the company would be considered a
going-concern in the event of a bankruptcy rather than be
liquidated

A 10% administrative claim

Post-restructuring going-concern EBITDA estimated at EUR122
million, 42% below 2019 Fitch-defined EBITDA

Fitch uses an enterprise value (EV) multiple of 4.5x to calculate a
post-restructuring valuation

These assumptions result in a recovery rate for the senior secured
instrument rating within the 'RR3' range and a recovery rate for
the second-lien instrument rating within the 'RR6' range, resulting
in a one-notch uplift and two-notch reduction of the respective
instruments from the IDR.

RATING SENSITIVITIES

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

Increased EBITDA diversification, improved Spanish TV advertising
market and margin growth in content and sports-rights business
supporting EBITDA growth sustainably above EUR150 million

FCF consistently positive and FCF margin in mid-single digits

Readily available liquidity in excess of EUR100 million through the
year

FFO gross leverage sustainably below 5.5x

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

  -- Weak liquidity not being redressed during 2020

  -- Cancellation of the La Liga International contract with the
Spanish football league

  -- FCF sustainably negative

  -- FFO gross leverage above 6.5x

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Weak Liquidity: Fitch understands from management that Imagina had
utilised its available EUR60 million revolving credit facility at
end-1Q20 and with a decline in EBITDA and high working capital
outflows expected in the year, liquidity is expected to be below
EUR50 million during 2020. Fitch therefore expects management would
seek additional capital financing in 2020 to support the lower cash
flow base.

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).


PROMOTORA DE INFORMACIONES: Fitch Cuts LT IDR to B-, Outlook Neg.
-----------------------------------------------------------------
Fitch Ratings has downgraded the Spanish education publishing and
media group Promotora de Informaciones, S.A.'s Long-Term Issuer
Default Rating to 'B-' from 'B'. The Outlook on the IDR is
Negative.

The downgrade reflects an expected increase in leverage to levels
outside the previous 'B' rating, with funds from operations gross
leverage of around 7.8x in 2020 before deleveraging to 7.2x by end-
2021. This is driven by its assumption of a drop in revenue caused
by the coronavirus pandemic and by a weak macroeconomic environment
in Latin America. This decline will hit profitability despite
cost-cutting measures and higher monetisation of its digital
product offering.

The Negative Outlook reflects increasing refinancing risk, due to
forecast higher leverage, key loan maturities in 2022 and an
increase in execution risk arising from expected macroeconomic and
foreign- exchange instability in LatAm.

KEY RATING DRIVERS

Profit Decline: Fitch forecasts EBITDA, adjusted for IFRS 16, will
fall 24% in 2020, due to revenue decline and a large fixed-cost
base, before returning to close to 2019 levels only in 2023.
Management has announced a contingency plan targeting annual cost
savings of EUR40 million, with no upfront restructuring payments
from the company. In its assumptions, Fitch factors in around 90%
of these cost reductions to be completed in 2021, with a limited
amount of restructuring payments in 2020.

Increase in Leverage: The expected EBITDA decline will lead to weak
free cash flow generation and a significant increase in leverage,
due partly to the absence of material asset disposals. Furthermore,
the accounting of the Media Capital division as held-for-sale has
an accretive effect on debt ratios. These factors will drive FFO
gross leverage higher to 7.8x at end-2020, and Fitch does not
expect it to fall sufficiently to below 7.0x before Prisa's debt
maturities in 2022. Fitch deems this level of indebtedness and the
associated refinancing risk as commensurate with a 'B-' rating.

Refinancing Risk: Refinancing Prisa's 2022 key debt maturities
presents challenges. Fitch does not expect the company to be able
to meet its optional debt prepayment of EUR275 million before 2021,
and will therefore have to pay higher cash and payment-in-kind
interest. Fitch sees the recent covenant waivers granted by banks
and the presence of a satisfactory cash buffer for 2020 as
mitigating factors, but the absence of a clear deleveraging
momentum for 2021 could limit refinancing options.

Challenges in Education: Prisa's education business, Santillana,
generates the majority of revenues in the K-12 segment in LatAm,
mainly through the private channel. The economic downturn caused by
coronavirus could adversely affect near-term public and private
spending in this segment across the region, but the introduction in
2020 of content novelties in Brazil and significant growth in
subscription products may partly mitigate the downturn this year.

Currency Depreciation Risk in LatAm: Deterioration in LatAm
economies has led Fitch to project currency depreciation for the
next 24 months of over 30% in Brazil (BB-/Negative), around 20% in
Mexico (BBB-/Stable) and around 10% in Colombia (BBB-/Negative),
all key markets for Santillana. Fitch also sees more severe
currency depreciation for hyperinflationary economies such as
Argentina where Prisa has a limited exposure. Overall, Fitch
expects a 13% revenue decline for the education division in 2020,
before resuming growth of around 5% in 2021.

Advertising and Circulation Hit: Fitch expects the spread of
coronavirus to have a severe worldwide impact on advertising in
2020 and 2021. A sharper decline is predicted in out-of-home and
radio channels while digital advertising would be more resilient.
Prisa's media portfolio is skewed towards the consumer segment with
a strong exposure to the traditional channels of radio and press.
The latter saw a yoy revenue decline in 1Q20 of 21% and 15%
respectively.

Digital Presence Modest but Growing: Some progress towards a more
sustainable press business has been achieved as digital
advertisement has grown over the last two years on El Pais and AS
websites, jointly with the recent launch of a subscription paywall
on elpais.com, all supporting higher monetisation of digital
investments. However, the secular decline of circulation and
Prisa's still limited digital presence lead to execution risks. As
a result Fitch expects revenue from radio and press to fall around
20% in 2020, before recovering around 3% from 2021 onwards.

Media Capital Sale Derailed: In March 2020, the agreement on
Prisa's sale of Media Capital to Cofina was terminated due to
Cofina's alleged inability to finance the acquisition. In May 2020,
Prisa announced the sale of its 30% stake in its Portuguese
subsidiary to Pluris Investments for EUR10.5 million, which Fitch
views as a confirmation of its commitment to focus on its core
business and to use asset disposals to reduce leverage. However,
the sale of the smaller stake and its materially lower implied
valuation will impair Prisa's ability to make material debt
prepayments before 2021.

2019 Results: Revenue and EBITDA of Prisa's core divisions for 2019
were in line with its expectations, as strong performance of
learning systems in the education business and by satisfactory
digital advertising offset a structural decline in advertising
revenue in radio and press. Around EUR25 million revenue and about
EUR10 million EBITDA were lost due to LatAm currency fluctuations.
Lower television advertising has hit Media Capital's profitability,
a business now accounted as held-for-sale. Prisa also saw
extraordinary cash outflows for the acquisition of minorities of
Santillana and Prisa Radio and settlement payment on the Mediapro
ruling.

DERIVATION SUMMARY

Prisa's ratings are supported by Santillana, a prominent K-12
education publisher in LatAm and Spain, and by the advertisement
and circulation business, mostly radio and press, and mainly in
Spain. The controlling stake of the Portuguese TV operator Media
Capital in now held for sale. Prisa's highly leveraged capital
structure is the result of a restructuring agreement closed in
2018. The ratings remain constrained by Prisa's material
refinancing risk due to key maturities in 2022, and by increased
execution risk due to macroeconomic volatility in LatAm.

The business profile is influenced by the stability of its
education division, which is less exposed to economic cycles and
has a leading competitive position in its main markets. The
remaining businesses show a higher risk profile due to their bias
towards circulation and advertising revenues.

Prisa's business partially compares with other diversified media
groups such as Daily Mail and General Trust Plc (BBB-/Stable),
which is less reliant on advertising-led businesses and more skewed
towards a B2B profile or RELX Plc (BBB+/Stable), which is highly
diversified and less exposed to broader media risks. Both peers
also benefit from a stronger capital structure. Closer peers in
education publishing are McGraw-Hill Global Education Finance, Inc.
(B+/Negative), whose business combination is predominantly
underpinned by textbook and professional publishing, but with lower
leverage, or education providers such as Global University Systems
Holding B.V. (B/Stable), which is comparable in gross leverage but
more liquid and with a highly resilient operating profile.

KEY ASSUMPTIONS

Revenue to decline around 15% in 2020 before rising 5% in 2021. The
2020 revenue decline will be driven by a revenue fall of 13% in
education, of 20% in radio and press and negative foreign exchange
impact.

  - Fitch-defined EBITDA (adjusted for IFRS16) margin decreasing to
19% in 2020 from about 20% in 2019, driven by revenue declines due
to the pandemic. Fitch assumes net cost savings of EUR35 million to
be achieved within the next 18-24 months.

  - Average capex at 7% of annual revenue over the next four
years.

  - Cash decrease from working capital of 1.5%-2% of sales p.a.
over the next four years.

RATING SENSITIVITIES

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

  - FFO gross leverage consistently below 7.0x

  - FFO interest coverage above 2.0x

  - Revenue recovery, stabilisation of the operating environment
with Fitch-defined EBITDA margin trending towards 20%, together
with positive FCF generation

  - FFO gross leverage around 7.5x by 2022 and evidence of reduced
refinancing risk would lead to the Outlook being revised to Stable

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

  - FFO gross leverage remaining above 8.5x

  - FFO interest coverage below 1.5x

  - Lack of evidence of timely refinancing options by end-2021

  - Negative FCF and deterioration of liquidity with reduced
availability under revolving credit facilities.

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

Satisfactory Liquidity: Prisa's liquidity is currently adequate,
with an estimated EUR230 million in cash in May 2020 after a full
precautionary drawdown of EUR80 million under its RCF. Fitch
factors in reimbursements under the RCF before end-2020, although
Fitch does not exclude further drawdowns.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch-adjusted EBITDA reclassifies lease costs, reported under
depreciation and interest in line with IFRS 16, as operating costs.
Fitch does not capitalise operating leases for the media and
publishing sector.

SOURCES OF INFORMATION

Audited annual and quarterly financials, debt facilities
documentation, company presentations and a conference call with
management.

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).




===========
T U R K E Y
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VAKIF KATILIM: Fitch Cuts LT Foreign Currency IDR to 'B'
--------------------------------------------------------
Fitch Ratings has downgraded Vakif Katilim Bankasi AS's Long-Term
Foreign-Currency Issuer Default Rating of to 'B' from 'B+'. The
Outlook is Negative. At the same time, Fitch has upgraded the
Viability Rating to 'b' from 'b-'.

The downgrade of the bank's LTFC IDR and Negative Outlook reflect
the sovereign's weaker foreign currency reserves position, and
therefore reduced ability to support the bank in FC in case of
need. This has driven the lowering of Vakif Katilim's Support
Rating Floor to 'B' from 'B+', as a result of which its LTFC IDR is
now driven by its VR of 'b'.

The upgrade of Vakif Katilim's VR reflects the strengthening of its
capital position following the TRY2.2 billion injection of common
equity in February 2020, as well a clear plan for future capital
increases, which increases its loss absorption capacity against
asset quality weakening and supports its ability to grow and
strengthen its franchise over the medium term.

At the same time, risks to the bank's Standalone Credit Profile
remain significant due to the coronavirus outbreak and ensuing
economic downturn and financial-market volatility, which heighten
pressure on asset quality, performance, funding and liquidity. This
also drives the Negative Outlook on the bank's LTFC IDR.

KEY RATING DRIVERS

VR AND LTFC IDR

Following the rating actions, Vakif Katilim's LTFC IDR is now
driven by its VR. The LTFC IDR is underpinned by potential state
support at the 'B' level.

The upgrade of the VR reflects the bank's strengthened capital
position, as reflected in its CET1 ratio of 20.7% (excluding
regulator forbearance) at end-1Q20 (sector average: 13.7%), up from
11.4% at end-2019 and its expectation of further capital increases
and sufficient FC liquidity, particularly in light of only limited
external FC debt.

In addition, the bank's growth strategy, which has been rapid to
date, will be supported by a future sizeable capital raising plan
from its direct shareholder, the state-related General Directorate
of Foundations. The first tranche (TRY2.2 billion of core capital)
of the plan was received in February 2020.

The Negative Outlook reflects negative pressures on the bank's
Standalone Credit Profile and still significant uncertainties
surrounding the ability of the authorities to provide FC support to
the bank, in case of need.

Vakif Katilim operates in the participation banking segment, which
has reasonable medium-term prospects, given its current small share
relative to total banking sector assets (end-1Q20: 6.5%) and
strategic importance to the Turkish authorities. The bank has been
in operation since 2016 and has grown rapidly (2019: total assets
growth of 45%), albeit from a small base, in its quest for market
share (end-1Q20: equal to 0.7% of sector assets).

Risks to its Standalone Credit Profile were already significant
after the Turkish lira depreciation in 2018 and economic slowdown
in 2H18-2019 and have been further heightened by the coronavirus
outbreak and lockdown measures. Fitch forecasts Turkey's GDP will
contract 3% in 2020 followed by a subsequent sharp recovery (5.0%
GDP growth) in 2021.

Monetary policy measures and fiscal support for the private sector
and financial markets, including the Central Bank of the Republic
of Turkey interest-rate cuts and the expanded Credit Guarantee Fund
(CGF; whereby financing disbursed under the facility to SMEs and
certain retail borrowers is covered by a Turkish Treasury guarantee
up to a certain non-performing financing cap), should support
borrowers' repayment capacity and the bank's ability to grow to a
degree. In addition, regulatory forbearance measures will provide
uplift to its reported asset quality, capital and performance
metrics over the short term.

Nevertheless, credit risks are significant given the bank's growth
appetite, fairly untested risk management framework, high
single-name risk, exposure to the risky construction sector
(end-4M20: 20% of gross financing) and above-sector-average FC
financing (end-1Q20: equal to 49% of gross financing), given the
lira depreciation. However, financing diversification by both
borrower and sector should improve as the bank scales up
operations.

Vakif Katilim reported an impaired financing ratio of 2.8% at
end-1Q20, significantly below the sector average of 5.0%
(unconsolidated basis), and a Stage 2 financing ratio of a low
4.0%. Restructured Stage 1 exposures comprised an additional 2.2%.
Total reserves coverage of impaired financing was 99%. In the short
term, the bank's reported asset-quality metrics will benefit from
regulatory forbearance, although this may ultimately serve only to
delay recognition of problematic exposures, in its view.

The bank's asset quality metrics should be considered in light of
its rapid growth and seasoning risks, particularly considering its
financing of some high-risk segments and sectors in the challenging
Turkish operating environment. Fitch expects underlying asset
quality to deteriorate and problematic exposures to rise from their
current low level, although the extent of asset quality weakening
will ultimately depend on the impact of the crisis and the pace of
economic recovery.

The bank's performance has been reasonable to date, supported by
gains on local-currency swap transactions (2019: 40% of operating
income) driven by its surplus lira liquidity, rapid growth and to
date manageable financing impairment charges (FICs). However, FICs
rose to 47% of pre-impairment profit in 1Q20 and will likely
continue to act as a drag on profitability in the short term given
asset quality risks.

The bank's operating profit/risk-weighted assets (RWA) ratio
remained sound in 1Q20 (3.3%), underpinned by the duration gap
between its assets and liabilities in a falling lira interest rate
environment However, this ratio is supported by Vakif Katilim's
below-average RWA density.

Fitch considers the bank's core capitalisation to be moderate for
its risk profile and growth appetite. However, its CET1 ratio
(end-1Q20: 20.7% excluding regulatory forbearance uplift of about
440bp; end-2019: 11.4%) has increased materially following the
sizeable core capital injection (equal to 52% of end-1Q20 equity)
in 1Q20. As an Islamic bank, risk weightings on Vakif Katilim's
assets directly financed by profit share accounts are reduced by
50% (due to the implicit transfer of risk) on the basis of a
"profit-sharing" concept. This resulted in 570bp uplift to the
bank's CET1 ratio at end-1Q20.

Further budgeted capital increases will partly mitigate risks to
capitalisation from further rapid growth, asset quality weakness,
potential lira depreciation (which inflates FC risk-weighted
assets) and market volatility. Pre-impairment operating profit
(2019: equal to 5.0% of average financing) also provides a solid
buffer to absorb losses through income statement.

Funding is largely sourced from customer deposits (end-1Q20: 84% of
total funding), a significant share of which is in FC (60% of total
customer deposits; sector average: 52%) and FC wholesale funding is
limited (end-1Q20: 7% of total funding). Depositor concentration
risk is high, but has improved and somewhat reflects some lumpy LC
state-related deposits. The bank's gross financing/deposits ratio
(84%) significantly outperforms the sector average (109%), partly
also reflecting its lower share of financing relative to total
assets.

FC liquidity is adequate and liquidity buffers are supported by the
largely monthly amortising nature of the financing book. However,
FC liquidity could come under pressure from prolonged market
closure or FC deposit instability.

Environment, Social And Governance Scores

Vakif Katilim has a Governance Structure relevance score of '4' in
contrast to a typical relevance influence score of '3' for
comparable banks, reflecting potential government influence over
its board's strategies and effectiveness in the challenging Turkish
operating environment.

In addition, as an Islamic bank it needs to ensure compliance of
its entire operations and activities with sharia principles and
rules. This entails additional costs, processes, disclosures,
regulations, reporting and sharia audit. This also results in a
Governance Structure relevance score of '4' for the bank (in
contrast to a typical ESG relevance score of '3' for comparable
conventional banks), which has a negative impact on the bank's
credit profile in combination with other factors.

LTLC IDR; SUPPORT RATING; SUPPORT RATING FLOOR

Fitch has revised the bank's SRF down by one notch to 'B' from
'B+', further widening its notching from Turkey's 'BB-' LTFC IDR.
This reflects Fitch's assessment of the authorities' reduced
ability to provide support in FC given the marked weakening in
sovereign net FC reserves. Fitch has affirmed the Support Rating at
'4'.

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

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

Vakif Katilim's SRF continues to reflect a high government
propensity to provide support to the bank in case of need, given
its ultimate government ownership, the strategic importance of
Islamic banking to the Turkish authorities and the record of
capital support. The authorities have shown a strong commitment to
support the bank, as reflected in the capital increases in April
2019 and February 2020 and further budgeted core capital
injections.

The bank's Long-Term Local Currency IDR continues to be driven by
state support and is equalised with Turkey's sovereign LTLC IDR at
'BB-'. This reflects the stronger ability of the sovereign to
provide support in local currency. The Stable Outlook on the rating
mirrors that on the sovereign.

NATIONAL RATING

The affirmation of the bank's National Rating reflects its view
that its creditworthiness in local currency relative to other
Turkish issuers has not changed.

RATING SENSITIVITIES

VR; LTFC IDR

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

The LTFC IDR is sensitive to the economic and financial market
fallout of the pandemic, given the negative implications for the
bank's asset quality, earnings, capitalisation and funding and
liquidity profile.

The bank's VR could be downgraded if expected capital support from
the GDF is not sufficient or forthcoming on a timely basis to
support the bank's growth and loss absorption capacity or if FC
deposit instability leads to pressure on its liquidity and funding
profile. It could also be downgraded due to a marked deterioration
in the operating environment or material asset quality weakening
indicative of a further increase in the bank's already high risk
appetite.

A VR downgrade would only lead to a downgrade of the bank's LTFC
IDR if its assessment of potential sovereign support in FC also
weakens.

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

Upside for the bank's ratings is limited in the near term given the
Negative Outlook on the LTFC IDR. The Outlook on the LTFC IDR could
be revised to Stable if economic conditions stabilise, supporting
its earnings, asset quality, and funding stability. It could also
be revised to Stable if Fitch believes the sovereign's ability to
provide support to the bank in FC has strengthened.

LTLC IDR, SR, SRF AND NATIONAL RATING

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

Vakif Katilim's SR could be downgraded and the SRF revised down if
Fitch concludes that further stress in Turkey's external finances
materially reduces the reliability of support for the bank in FC
from the Turkish authorities.

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

A downward revision of the bank's 'B' SRF would only result in a
downgrade of its LTFC IDR if its VR was simultaneously downgraded.

The LTLC IDR could be downgraded if the Turkish sovereign's LTLC
IDR was downgraded, or Fitch believes the sovereign's propensity to
support the bank has reduced (not its base case) or Fitch's view of
the likelihood of intervention risk in local currency increases.

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

The bank's SRF is unlikely to be revised up in the near-term given
the Negative Outlook on the LTFC IDR.

Vakif Katilim's LTLC IDR could be upgraded if sovereign's LTLC IDR
was upgraded.

NATIONAL RATING

The bank's National Rating is sensitive to changes in its LTLC IDR
and also its relative creditworthiness to other Turkish issuers.

In accordance with Fitch's policies the issuer appealed and
provided additional information to Fitch that resulted in a rating
action which is different than the original rating committee
outcome.

BEST/WORST CASE RATING SCENARIO

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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

Vakif Katilim has a governance structure relevance score of '4' as
disclosed above.

In addition Islamic banks have an exposure to social impacts
relevance score of '3' (in contrast to a typical ESG relevance
score of '2' for comparable conventional banks), which reflects
that Islamic banks have certain sharia limitations embedded in
their operations and obligations, although this only has a minimal
credit impact on the entities.

Vakif Katilim Bankasi AS

  - LT IDR B; Downgrade

  - ST IDR B; Affirmed

  - LC LT IDR BB-; Affirmed

  - LC ST IDR B; Affirmed

  - Natl LT AA(tur); Affirmed

  - Viability b; Upgrade

  - Support 4; Affirmed

  - Support Floor B; Support Rating Floor Revision




=============
U K R A I N E
=============

KRYVYI RIH CITY: Fitch Assigns 'B' LT IDRs, Outlook Stable
----------------------------------------------------------
Fitch Ratings has assigned Ukrainian City of Kryvyi Rih Long-Term
Foreign- and Local-Currency Issuer Default Ratings of 'B' with
Stable Outlook.

KEY RATING DRIVERS

The ratings reflect Kryvyi Rih's Standalone Credit Profile of 'b'
resulting from a combination of 'Vulnerable' risk profile and an
'a' debt sustainability assessment.

Risk Profile: 'Vulnerable'

Kryvyi Rih's 'Vulnerable' risk profile reflects its 'Weaker'
assessment on all of the city's six key risk factors in a
combination with a low Ukrainian sovereign rating of 'B'.

Revenue Robustness: 'Weaker'

The 'Weaker' assessment on revenue robustness reflects the evolving
nature of the national fiscal framework, its dependence on a weak
counterparty (Ukrainian State) for a material portion of its
revenue and weak revenue growth prospects. The city's wealth
metrics exceed the national average, but materially lag behind
international peers.

Operating revenue is mostly made up of taxes, notably personal
income tax (2019: 39% of total revenue) and property taxes (17%),
whose growth prospects are limited by a weak economic environment
and disruptions caused by the coronavirus pandemic. Fitch projects
Ukraine GDP to shrink 6.5% in 2020 before recovering 3.5% in 2021.

Inter-governmental transfers have been declining over the last two
years but still account for a material share of 30%. Transfers are
sourced from the Ukraine's central government but almost half of
them are channeled through the Dnipropetrovsk Region's budget,
which, in Fitch's view, impairs revenue sustainability especially
during periods of downturn.

Revenue Adjustability: 'Weaker'

Kryvyi Rih's ability to generate additional revenue in response to
possible economic downturns is limited. The city has formal
tax-setting authority over several local taxes and fees that
accounted for about 23% of total revenue in 2019. While the city
estimates that an increase in the local taxes and charges (mostly
land rent and land tax) to the legal maximum would increase revenue
by about 40%, its affordability to raise revenue is constrained by
the low income of residents and high social-political sensitivity
to tax increases.

Expenditure Sustainability: 'Weaker'

The city's expenditure framework is fragile, leading to its
'Weaker' assessment of its sustainability. Spending during the last
five years has been influenced by high, albeit slowing, inflation
and reallocation of spending responsibilities. Currently, the city
is largely responsible for education and healthcare (46% of total
spending in 2019), which are of counter-cyclical nature. Owing to
an evolving budgetary system in Ukraine further reallocation of
responsibilities between government tiers is likely, in Fitch's
view, while the risk of unfunded mandates transfer is growing in
the current economic downturn.

Expenditure Adjustability: 'Weaker'

Fitch assesses the city's ability to curb spending in response to
shrinking revenue as weak due to the high rigidity of operating
expenditure and overall low per capita spending compared with
international peers. Expenditure is dominated by staff costs (29%
of total spending in 2019) and transfers (39%), the majority of
which are passed-through from the state budget. In total, Fitch
estimates the share of inflexible expenditure at about 70% of total
spending.

The city's capex programme historically accounted for a low 8% of
annual total spending in 2015-2019, hence, providing limited leeway
for the city to cut back. It is Fitch's view that worsened economic
conditions may force the city to re-channel part of the funds aimed
at development to socially-oriented spending. However, this would
exacerbate pressure on capex over the longer term, as the city's
infrastructure needs remain high due to significant infrastructure
under-financing over the past decades.

Liabilities and Liquidity Robustness: 'Weaker'

Kryvyi Rih operates under a weak national debt and liquidity
management framework due to an under-developed Ukraine debt capital
market and an unfavorable credit history of the sovereign that has
impaired Ukrainian local and regional governments' access to
financial markets. Currently Kryvyi Rih is debt-free and is not
exposed to high off-balance-sheet liabilities (guarantees and other
contingent liabilities amounted to UAH207 million at end-2019).
Over the medium term, the city plans to incur direct debt to
finance its capex and will extend guarantees to the public sector
to support their investments. All borrowings will carry foreign
exchange risk and are likely to grow due to expected depreciation
of the Ukrainian hryvnia (Fitch forecasts 25% yoy decline in
2020).

Liabilities and Liquidity Flexibility: 'Weaker'

Kryvyi Rih's available liquidity is limited to the city's own cash
reserves, which are low (end-2019: UAH311 million). The city has no
undrawn committed credit lines. Potential liquidity providers are
local banks ('b'-rated counterparties), justifying the 'Weaker'
assessment for the liquidity profile. There are no emergency
bail-out mechanisms from the national government in place due to
the weak public finances of the sovereign, which is dependent on
IMF funding for the smooth repayment of its external debt.

Debt sustainability: 'a' category

Fitch classifies Kryvyi Rih as a type B LRG, as it covers debt
service from cash flow on an annual basis. Fitch's rating case
incorporates a negative shock from the coronavirus pandemic to the
city's economy and fiscal accounts. Under Fitch's rating case the
debt payback ratio (net adjusted debt-to-operating balance) - the
primary metric of debt sustainability for type B LRGs - will
deteriorate towards 10x by 2024 from negative values in 2019, which
corresponds to an 'a' assessment. The secondary metrics of debt
sustainability assessment will remain sound over the next five
years with fiscal debt burden (net adjusted debt-to-operating
revenue) sustainably far below 50%, and actual debt service
coverage ratio (operating balance-to-debt service, ADSCR) above
2x.

Kryvyi Rih is the second-largest city in the Dnipropetrovsk Region
after its capital, the City of Dnipro. The population of Kryvyi Rih
is about 620,000 or 20% of the regions. Kryvyi Rih is a large
industrial city; its economy is dominated by ferrous mining and
processing industry. Financial planning, debt projections and
investment planning are based on a three-year cycle while budgets
are subject to regular amendments amid political and geopolitical
instability and ongoing changes in Ukraine's budgetary system.

ESG CONSIDERATIONS

The city has an ESG Relevance Score of '4' for 'Political Stability
and Rights' due to its exposure to impact of political pressure or
to instability of operations and tendency toward unpredictable
policy shifts which, in combination with other factors, impacts the
rating.

DERIVATION SUMMARY

Kryvyi Rih's 'b' SCP reflects a combination of a 'Vulnerable' risk
profile and an 'a' debt sustainability assessment. The SCP also
factors in national peer comparison. No other factors affect the
ratings and the city's IDRs are equal to the SCP.

KEY ASSUMPTIONS

Qualitative Assumptions and assessments:

Risk Profile: 'Vulnerable'

Revenue Robustness: 'Weaker'

Revenue Adjustability: 'Weaker'

Expenditure Sustainability: 'Weaker'

Expenditure Adjustability: 'Weaker'

Liabilities and Liquidity Robustness: 'Weaker'

Liabilities and Liquidity Flexibility: 'Weaker'

Debt sustainability: 'a' category

Support: N/A

Asymmetric Risk: N/A

Sovereign Cap or Floor: N/A

Quantitative assumptions - issuer-specific

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

  - 1.9% yoy increase in operating revenue on average in 2020-2024,
including 6.3% in tax revenue, a one-off 56% reduction in current
transfers in 2020 and average 5.3% yoy growth in transfers in
2021-2024;

  - 2.9% yoy increase in operating spending on average in
2020-2024, including a one-off 28% reduction in current transfers
in 2020 and average 6.8% yoy growth in transfers in 2021-2024;

  - Net capital balance at a negative UAH631 million on average in
2020-2024; and

  - Average 9.6% cost of debt for domestic borrowings and 2.51% for
external debt.

RATING SENSITIVITIES

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

  - Positive rating action could result from the debt payback ratio
falling below 9x on a sustained basis in its rating case due to
higher revenues fueled by better economic prospects, along with an
upgrade of the sovereign.

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

  - Long-Term IDRs could be downgraded if the debt payback ratio
exceeds 13x or ADSCR weakens towards 1x on a sustained basis in its
rating case.

  - A downgrade of the sovereign rating would also lead to a
downgrade of the city's ratings.

  - Prolonged COVID-19 impact and much slower economic recovery
lasting until 2025 would put pressure on the city's tax receipts.
Should Kryvyi Rih be unable to proactively reduce expenditure or
supplement weaker receipts from increased central government
transfers, this may lead to a downgrade.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Kryvyi Rih is debt-free at present. For 2020-2022, Kryvyi Rih plans
to attract a loan from EIB to finance the modernisation of its
heating system. The loan will be channeled through the Ukrainian
Ministry of Finance. It amounts to EUR31.6 million, has a tenor of
22 years and a five-year grace period.

Kryvyi Rih's off-balance-sheet liabilities (guarantees and other
contingent liabilities) are not significant (end-2019: UAH207
million) but are expected to grow by about EUR40 million over the
medium term due to new guarantees to be issued by the city to its
municipal companies to support their investments. Fitch has
included guaranteed debt into the agency-adjusted debt calculation
as it could crystallise as Kryvyi Rih's direct obligations under
unfavorable economic conditions.

In its rating case, net adjusted debt is expected to increase
towards UAH2.8 billion, which corresponds a to moderate fiscal debt
burden of 34% by end-2024.

Other obligations are UAH159 million of interest-free treasury
loans contracted prior to 2015. As these loans were granted to the
city to finance mandates delegated by the central government and
will be written off by the state in the future, Fitch does not
include these treasury loans in its calculation of the city's
adjusted debt.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch-adjusted debt includes the guaranteed debt of municipal
companies (end-2019: UAH48 million).

Fitch-adjusted debt excludes the loan from the central government
(end-2019: UAH159 million). The loan is included in the city's
contingent liabilities.

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.


MYKOLAIV CITY: Fitch Assigns 'B' LT IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has assigned the Ukrainian City of Mykolaiv Long-Term
Foreign- and Local-Currency Issuer Default Ratings of 'B' with
Stable Outlook.

The ratings reflect Mykolaiv's Standalone Credit Profile of 'b+'
resulting from a combination of a 'Vulnerable' risk profile and a
'aa' debt sustainability assessment. Mykolaiv's IDRs are capped at
'B' by the sovereign ratings of Ukraine (B/Stable) as the city's
SCP is higher at 'b+'. There are no other rating factors affecting
the city's IDRs. The Stable Outlook reflects the Outlook on the
sovereign.

KEY RATING DRIVERS

Risk Profile: 'Vulnerable'

Mykolaiv's 'Vulnerable' risk profile assessment is a result of
'Weaker' attributes on the six key risk factors combined with the
low Ukrainian sovereign rating.

Revenue Robustness: 'Weaker'

The evolving nature of the national fiscal framework, dependence on
a weak counterparty for a material portion of the city's revenue
and weak revenue growth prospects drive the 'Weaker' assessment for
revenue robustness. The city's wealth metrics are in line with the
national average, which significantly lags international peers.
Operating revenue is mostly made up of taxes, such as personal
income tax (2019: 38% of total revenue), single tax on SMEs (8%)
and land tax (7%), growth prospects for which are limited due to a
weak economic environment and negative trends in the local economy
caused by the coronavirus pandemic. Fitch projects Ukraine GDP to
narrow by 6.5% in 2020 and to recover by 3.5% in 2021.

Intergovernmental transfers from Ukraine's central government have
been declining over the last few years, with a further decline in
2020 following amended responsibilities in the social and
healthcare sectors, to 23% of total revenue in its forecast (37% in
2019).

Revenue Adjustability: 'Weaker'

Mykolaiv's ability to generate additional revenue in response to
possible economic downturns is limited. The city has formal
tax-setting authority over several local taxes and fees that
accounted for 16% of city's total revenue in 2019 with two taxes
being the largest contributors - single tax on SMEs (8%) and land
tax (7%). However, the affordability of additional taxation in
response to economic downturn is low as it is constrained by both
legally set ceilings and high social-political sensitivity to tax
increases.

Expenditure Sustainability: 'Weaker'

The city's expenditure framework is fragile, leading to its
'Weaker' assessment of its sustainability. The spending dynamic
during the last five years has been influenced by high, albeit
reducing inflation and reallocation of spending responsibilities.
Currently, the city is largely responsible for education, social
care and healthcare (62% of total spending in 2019), all of which
are of a non-cyclical nature. Owing to the overall evolving
budgetary system in Ukraine, further reallocation of
responsibilities between government tiers is very likely, in
Fitch's view, while the risk of unfunded mandates transfer is
growing in the context of the economic downturn.

Expenditure Adjustability: 'Weaker'

Fitch assesses the city's ability to curb spending in response to
shrinking revenue as weak due to the high rigidity of operating
expenditure and overall low per capita spending compared with
international peers. Total expenditure is dominated by staff costs
(32% of total expenditure in 2019) and current transfers made (27%)
as well as capital spending (19%). Fitch estimates the share of
inflexible expenditure is about 70% of spending. The city's
investment programme can offer some leeway in the short term as
worsened economic conditions could force the city to re-channel
part of the funds aimed at development of socially-oriented
spending or cut them. Over the longer term, pressure on capex will
persist as the city's infrastructure needs remain high due to
significant underfinancing over a prolonged period.

Liabilities and Liquidity Robustness: 'Weaker'

Mykolaiv operates under a weak national debt and liquidity
management framework. The same as the majority of national peers,
Mykolaiv does not borrow from the market and is currently
debt-free. Off-balance-sheet liabilities (the debt of municipal
companies and other contingent liabilities) are not significant as
they are in majority guaranteed by the Ukrainian state. Contingent
liabilities include a loan from the central government, which is
subject to write-off (end-2019: UAH82 million).

The city's debt will grow in 2020, as it plans to incur a long-term
loan from European Investment Bank (AAA/Stable) for the renewal of
buses for the municipal company Mykolaivpastrans and from Nordic
Environment Finance Corporation for the modernisation and
increasing theefficiency of of the centralised heat supply system
in Mykolaiv, totaling EUR5 million. The loan will constitute direct
debt of the city.

Additionally, Mykolaiv is negotiating a EUR20 million long term
loan with European Bank for Reconstruction and Development
(AAA/Stable) aimed at the renewal of the trolleybus fleet and
modernisation of the trolleybus depot. The loan will be incurred by
the city's transportation company Mykolaivelectrotrans (trams and
trolleybuses) and guaranteed by the city. Like for other Ukrainian
rated cities Fitch will include the loan under "Other
Fitch-Classified Debt" as Fitch assumes the city will support the
repayment of debt (including FX risk) through its budget (capital
injections to companies).

Both new loans under consideration will be in euros exposing the
city to forex risk.

Liabilities and Liquidity Flexibility: 'Weaker'

Mykolaiv's available liquidity is limited to the city's own
moderate cash reserves (end-2019: UAH129 million). At year-end the
city had no undrawn committed credit lines in place but it has
reasonable access to loans from local banks ('b' rated
counterparties) that justifies its 'Weaker' assessment of the
liquidity profile. There are no emergency bail-out mechanisms from
the national government due to the sovereign's weak fiscal capacity
and public finances, which are dependent on IMF funding for the
smooth repayment of its external debt.

To smooth occasional cash mismatches local budgets can borrow
within a given budget year from a domestic bank. The national
treasury could also provide local governments with short-term loans
for cash gaps financing, which should be repaid within the
budgetary year. The cost of these borrowings is equal to market
rates, which is high when compared internationally but shows a
decreasing trend following cuts to the reference rate (most
recently in April 2020 to 8.0% from 13.5%).

Debt sustainability: 'aa' category

Fitch classifies Mykolaiv as a type B local and regional
government, as it covers debt service from cash flow on an annual
basis. Under Fitch's rating case scenario, the debt payback ratio
(net adjusted debt-to-operating balance) will increase but remain
below 5x in 2024 with the city starting to incur debt and leading
to a fiscal debt burden (net adjusted debt-to-operating revenue) of
below 50% that corresponds to the 'aaa' debt sustainability
assessment. However, the short- to medium-term maturity of debt and
the uncertainty relating to foreign currency rates development will
lead to an actual debt service coverage ratio (operating
balance-to-debt service) of below 4x ('aa' category). This leads us
to override the final assessment of debt sustainability to the 'aa'
category.

Located in the south of Ukraine, Mykolaiv is one of the 10 largest
Ukrainian cities and capital of Mykolaiv region. The city's
population is about 480,100 composing 43% of the region's
population. Mykolaiv is an important administrative, industrial and
educational centre. Due to its proximity to the Black Sea and
location on the Bohu river the city operates three sea and one
river ports and its economy is related to manufacturing
(shipbuilding and processing industry) and services. The city's
financial planning, debt projections and investment planning are
medium term while the budget is subject to regular amendments due
to the evolving budgetary system in Ukraine.

DERIVATION SUMMARY

The ratings reflect Mykolaiv's SCP of 'b+' resulting from a
combination of a 'Vulnerable' risk profile and a 'aa' debt
sustainability assessment. Mykolaiv's IDRs are capped at 'B' by
Ukraine's sovereign ratings of Ukraine as the city's SCP is higher
at 'b+'. There are no other rating factors affecting the city's
IDRs.

KEY ASSUMPTIONS

Qualitative Assumptions and assessments:

Risk Profile: 'Vulnerable'

Revenue Robustness: 'Weaker'

Revenue Adjustability: 'Weaker'

Expenditure Sustainability: 'Weaker'

Expenditure Adjustability: 'Weaker'

Liabilities and Liquidity Robustness: 'Weaker'

Liabilities and Liquidity Flexibility: 'Weaker'

Debt sustainability: 'aa' category

Support: n/a

Asymmetric Risk: n/a

Sovereign Cap or Floor: Yes

Quantitative assumptions - issuer specific

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

  - yoy 0.3% increase in operating revenue on average in 2020-2024,
including 5.8% in tax revenue, a one-off 50% reduction in transfers
in 2020 and average 5.6% yoy transfers growth in 2021-2024;

  - yoy 1.6% increase in operating spending on average in
2020-2024, including, a one-off 50% reduction in transfers in 2020
and average 5.6% yoy transfers growth in 2021-2024;

  - net capital expenditure of UAH742 million on average in
2020-2024;

  - 11% cost of debt and 8-year maturity for new debt;

  - depreciation of hryvnia to euro by 20% in 2020 and 15% in
2021.

Quantitative assumptions - sovereign related (note that no weights
are included as none of these assumptions was material to the
rating action)

  - Figures as per Fitch's sovereign estimate for 2019 and forecast
for 2020 and 2021, respectively:

  - GDP per capita (US dollar, market exchange rate): 3,658, 3,459,
3,423

  - Real GDP growth (%): 3.2, -6.5, 3.5

  - Consumer prices (annual average % change): 7.9, 5.1, 5.6

  - General government balance (% of GDP): -2.0, -7.1, -3.4

  - General government debt (% of GDP): 44.4, 57.9, 58.5

  - Current account balance plus net FDI (% of GDP): 0.7, -1.4,
-1.2

  - Net external debt (% of GDP): -9.5, -8.4, -7.5

RATING SENSITIVITIES

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

  - The city's IDRs are currently constrained by the sovereign
ratings. Therefore, positive rating action on the sovereign could
lead to positive rating action on the city's IDR.

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

  - Negative rating action on the sovereign would lead to negative
action on the city's ratings;

  - A downward revision of the SCP below 'b', driven by a material
deterioration in the issuer's debt metrics, particularly payback
sustainably above 5x according to Fitch's rating case.

  - A prolonged COVID-19 impact and much slower economic recovery
lasting until 2025 would put pressure on the city's tax receipts.
Should the city be unable to proactively reduce expenditure or
supplement weaker receipts from increased central government
transfers, this may lead to a downgrade.

COMMITTEE MINUTE SUMMARY

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

BEST/WORST CASE RATING SCENARIO

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

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch did not include the city's UAH81.6 million of interest-free
treasury loans contracted prior to 2015 to the city's adjusted debt
as these loans will be written off by the state in the future.
Fitch included these loans in Contingent liabilities.

Fitch-adjusted debt will include the guaranteed debt of the city's
transportation company Mykolaivelectrotrans, when it occurs as in
Fitch's view, it could crystallise as Mykolaiv's direct obligation
under unfavorable economic conditions.

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 city has an ESG Relevance Score of '4' for 'Political Stability
and Rights' due to its exposure to impact of political pressure or
instability on operations and tendency toward unpredictable policy
shifts which, in combination with other factors, impacts the
rating.

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).



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

BEST WESTERN: Goes Into Administration
--------------------------------------
BBC News reports that Hartlepool's Best Western Grand Hotel, a
hotel dating back to the 19th century, has gone into
administration.

The hotel has announced all staff have been made redundant, though
it is not known how many jobs have been lost, BBC relates.

The hotel's parent company Shepherd Cox Hotels went into
administration on June 2, BBC recounts.

Hospitality businesses have been hit hard by the coronavirus
pandemic with lockdown measures meaning most have closed since
March, BBC discloses.


CARE NEW: Fitch Lowers Issuer Default Rating to BB-, Off Watch Neg.
-------------------------------------------------------------------
Fitch Ratings has removed Care New England's ratings from Rating
Watch Negative and downgraded to 'BB-' from 'BB' the Issuer Default
Rating and revenue rating on the following bonds issued by or on
behalf of CNE:

  -- $131.1 million Rhode Island Health and Educational Building
Corporation hospital financing revenue bonds series 2016B (Care New
England);

  -- $21.6 million Care New England taxable series 2016C.

The Rating Outlook is Negative.

SECURITY

The bonds are secured by a pledge of gross revenues, a mortgage
interest in certain hospital facilities, and the debt service
reserve fund.

ANALYTICAL CONCLUSION

The downgrade to 'BB-' is based on a number of pressures on CNE's
margins, both from the current coronavirus pandemic as well as from
other operational challenges that had already led to a weak start
to fiscal year 2020 (FYE Sept. 30). The effects from lower
inpatient volume, an unfavorable shift in commercial payer
contracts and non-recurring medical indemnity claims from a prior
period were already evident in a significant decline in operating
results for the first five months of the fiscal year. The
stay-at-home orders and suspension of elective procedures in March
only served to exacerbate the losses, reversing the financial
progress made by CNE in fiscal years 2018 and 2019.

CNE had taken several measures during the past few years to improve
its fragile operations, from closing Memorial Hospital in late 2017
to revenue cycle improvements and other operating efficiencies at
its hospitals. These efforts improved financial results to an
average break-even operating margin over the past two fiscal years.
However, the long-term prognosis for CNE remains daunting with cash
flow and cash reserves that are insufficient to address a
multi-year trend of deferred capital and fund the clinical
destination points needed to significantly improve margins.
Consequently, CNE has been transparent about the need to partner
with a larger system. Plans to merge with Partners Health System
ended in June 2019, although the two systems continue to
collaborate clinically. Subsequent discussions between CNE,
Lifespan and Brown University also ended in mid-2019.

Fitch believes that the pandemic has brought on additional
collaboration and new urgency to the on-and-off again discussions
with Lifespan for a local solution to the long-term struggles faced
by Rhode Island's two largest health systems. However, the future
outcome of these discussions remains unclear. In the meantime,
CNE's fiscal 2020 results will mark another difficult year for the
system and may result in a possible debt service coverage covenant
breach even with the federal surplus funds. The balance sheet at
fiscal year-end will be supported by the receipt of Medicare
accelerated payments, but those funds will have to be paid back by
mid-year fiscal 2021. Management's current expectation is that days
cash on hand will hover just above 35 days (CNE's cash covenant is
30 days) in fiscal 2022. The long-term liquidity concerns and
operating headwinds fail to provide CNE with the flexibility and
cushion needed to successfully navigate the challenges brought on
by the pandemic, which ultimately drives the downgrade and the
Negative Outlook.

The coronavirus outbreak and related government containment
measures worldwide have created an uncertain environment for the
entire healthcare sector in 2020. Material changes in revenue and
cost profiles have occurred across the sector. Fitch's ratings are
forward-looking in nature, and Fitch will monitor developments in
the sector as a result of the virus outbreak as it relates to
severity and duration and will incorporate revised expectations for
future performance and assessment of key risks.

KEY RATING DRIVERS

Revenue Defensibility: 'bbb'

Second Largest Market Share; Strength in Core Clinical Lines

The midrange assessment reflects the market strength of GYN/OB at
Women & Infants Hospital, where CNE has approximately 80% of the
market in these services. CNE is also a main provider of behavioral
health in its service area. CNE's overall market share is
approximately 28.5%, which is the second leading market share
behind Lifespan's almost 50% share in the greater Providence area.

Operating Risk: 'b'

Ongoing Challenges Despite Recent Improvement

Fitch continues to assess the operating risk as weak given the
expectation that operating EBITDA is likely to remain at 4% or
below in the foreseeable future. Deferred capital needs continue to
grow and the system is not expected to have excess cash flow
available for significant strategic investments. Capital spending
is expected to be low again in fiscal 2020 and 2021 due to ongoing
cash preservation measures.

Financial Profile: 'bb'

Leverage Metrics Affected by Low Cash Position

Notwithstanding a relatively modest debt burden, CNE's leverage
metrics remain strained through the forward look due to low cash
flow generation and cash constraints. Leverage metrics improved in
2019 and unrestricted cash will be higher at fiscal year 2020
before returning to levels of around 60% cash to adjusted debt in
the coming years.

ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS

No asymmetric risks were factored into the rating assessment.

RATING SENSITIVITIES

The Negative Outlook reflects the rating pressure caused by
continued margin pressure and untenable cash position in the longer
horizon.

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

  -- A revision to a Stable Outlook may be considered if CNE
receives sufficient federal and state aid funds to prevent a
coverage breach in fiscal 2020 and volume and margins return in
2021 to levels that produce at least 3% operating EBITDA;

  -- Receipt of federal and state funding that stabilizes liquidity
balances over a period of time while CNE considers longer-term
strategic alternatives.

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

  -- Operating EBITDA margins of less than 3% after fiscal 2020;

  -- Days cash on hand that drop to levels that are close to the
30-day covenant threshold;

  -- Prolonged difficulties obtaining a waiver or forbearance
agreement for possible covenant defaults which may signal
bondholder action;

  -- Continued volume weakness and prolonged trend of decreasing
market share;

  -- Should economic conditions decline further than expected from
Fitch's current expectations or should a second wave of infections
and additional lockdown periods occur, Fitch would expect to see a
weaker recovery in 2021, which may further pressure the rating.

BEST/WORST CASE RATING SCENARIO

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

CREDIT PROFILE

Headquartered in Providence, RI, CNE consists of the 247-licensed
bed Women & Infants Hospital, Butler Hospital (psychiatric
hospital, 143 beds), Kent Hospital (359 beds), The Providence
Center (outpatient behavioral health), Kent County Visiting Nurses
Association and the Integra Community Care Network, an accountable
care organization. In 2017, the 294-bed Memorial Hospital was
closed except for a small ambulatory clinic and removed from the
OG. The system employs approximately 300 physicians. CNE has had
relatively flat total operating revenues of $1.1 billion in each of
the past five fiscal years. Fitch's analysis and financial ratios
are based on consolidated financial statements.

REVENUE DEFENSIBILITY

CNE has approximately 30% of its gross payor mix composed of
Medicaid and self-pay patients and another 31% from Medicare.
However, much of the Medicaid volume originates from pediatric and
neo-natal services at W&I. CNE has 80 Neonatal Intensive Care Unit
beds, 136 bassinets, and delivers over 9,000 babies a year,
approximately a quarter of which are high risk pregnancies.
Neo-natal specialty services are reimbursed at a higher rate by
Medicaid than general adult services.

CNE has a 28.5% market share in its primary service area (PSA),
which represents a decline from the 31% share reported for fiscal
2017. Although Lifespan is the overall market leader in acute care
services, CNE has dominant market share in obstetrics, women's
health, and inpatient and outpatient adult behavioral health. CNE
is limited in its ability to treat male acute care cases in
Providence since Kent Hospital is a little south in Warwick. CNE's
ACO, Integra, delivered improved results in fiscal 2019, but
management reports that Integra's success in population health
efforts and metrics resulted in reduced patient volume in fiscal
2020, even before the pandemic. CNE's flat revenue growth and weak
utilization is a key credit concern as it limits the system's
ability to significantly improve operating cash flow.

The PSA consists of the city of Providence and five other local
communities surrounding the hospital. Population growth in the PSA
and the state has been weak compared to national levels over the
past five years. Fitch expects the service area to continue to have
population growth and median household levels that lag national
levels. Unemployment claim filings during the pandemic have been
high in Rhode Island, and CNE is expecting possible modest payor
mix erosion over the next couple of years.

There were no additional considerations.

OPERATING RISK

CNE's operating EBITDA margin has improved every year since fiscal
2016, when it bottomed out at negative 2%, to a much stronger 3.6%
in fiscal 2019. The sizable operating loss of $68 million in fiscal
2016 was reversed to a $3.8 million profit by fiscal 2019. The
recovery plan during these years hinged on a renewed focus on
cardiology and surgery, revenue cycle improvement, productivity
gains and cost efficiencies. Behavioral health results were
profitable in fiscal 2019 as the system extended collaboration
between the Butler Hospital (inpatient) and The Providence Center
(outpatient) resulting in higher volumes at Butler. The closure of
Memorial in November 2017 was also a major contributor to the
improvement as the hospital had been losing $15 to $20 million
annually. CNE has negotiated a sale of Memorial's land and
property, which is expected to close soon after the courts re-open
in Rhode Island. CNE's liquidity will benefit from the proceeds of
the sale, which are expected before FYE. CNE will then lease back
the outpatient building for the ambulatory presence at that
location.

The first five months of fiscal 2020 (ended February 29) were
already revealing almost $9 million in operating losses before the
impact from the pandemic. The losses originated primarily from low
volume at Kent and W&I, more Medicaid at W&I, indemnity claims from
prior years and lower commercial contract reimbursement after two
major employers in the state shifted to a lower-reimbursement payor
(approximately $7 million annual impact).

Once the elective visits and procedures were suspended in late
March because of the pandemic, the losses have escalated rapidly to
roughly $47 million in the seven-month fiscal period ended April
30. However, this loss will be partly offset by the $20 million
already received in federal stimulus money, and future disbursement
of federal and state aid and FEMA grants. Rhode Island is using
part of its state CARES funds to aid its hospitals in a two-phase
hospital assistance program, with the first phase funding expected
by mid-June. The total amount of aid is unknown at this time, but
it may be sufficient for CNE to meet its 1.1x debt service
coverage. In the meantime, CNE has furloughed staff to reduce some
costs while volume recovers and just announced that it has
restarted discussions with Lifespan.

CNE's age of plant is very elevated at 17.3 years with capital
spending over the last five fiscal years averaging below
depreciation at approximately 61%. The low levels of capital
spending have been a major concern in recent rating reviews as it
results in a competitive disadvantage for the system. There are
several strategic projects that will continue to be out of reach
for CNE given its stressed balance sheet, but the lack of
reinvestment prevents the system from generating higher cash flow
in the future.

FINANCIAL PROFILE

Although still weak, CNE's leverage metrics improved in fiscal 2019
as unrestricted cash increased to $156 million, with DCOH
increasing to 51 from 44 days in fiscal 2018. Cash to adjusted debt
measured at 71% at FYE 2019. Adjusted debt was calculated at $235
million when including almost $69 million in debt equivalent from a
5x multiple on $12.3 million in operating leases and $7 million in
pension liability below Fitch's 80% funding level threshold. CNE's
defined benefit plan was 77% funded as of FYE 2019, and Fitch
expects that funding level to decrease in fiscal 2020 as the CARES
act provides funding relief from pension contributions that may be
deferred until January 1, 2021.

With an estimated $23 million in accelerated Medicare payments
still on the balance sheet as of FYE 2020 as well as proceeds from
the sale of the Memorial property, unrestricted cash is likely to
be above 60 DCOH at year-end before decreasing again in 2021.
Capital spending in the scenario analysis is estimated at $23 to
$27 million in the coming years. No new debt is contemplated in the
scenario.

Fitch's new base case scenario incorporates Fitch's current
estimates of a sharp decline in unrestricted investments based on
CNE's asset allocation and a severe financial stress from disrupted
operations in 2020. Fitch's scenario analysis assumes the
possibility of a -1% operating EBITDA margin in 2020 before
recovering to slightly less than 3% in 2021 and roughly 4% in
fiscal 2022 and beyond. Fitch's forward-look scenario analysis is a
sensitivity tool to analytically gauge the level of recovery after
the short-term disruption. In this analysis, CNE's cash-to-adjusted
debt settles just above 60% and net adjusted debt to adjusted
EBITDA is roughly 1.2x. These metrics are in line with analytic
expectations for a rating in the low 'BB' rating category in the
context of CNE's weak operating risk assessment.

ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS

No asymmetric risks were factored into the rating assessment. All
of CNE's long-term debt is fixed rate. CNE has no swaps.

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).

GREENE KING: Fitch Cuts Class B Notes Rating to 'BB+', Outlook Neg.
-------------------------------------------------------------------
Fitch Ratings has downgraded Greene King's class A, class AB and
class B notes by one notch to 'BBB', 'BBB-' and 'BB+'. All ratings
are removed from Watch. The Outlook is Negative.

Greene King Finance Plc      

  - Greene King Finance Plc/Debt/2 LT; Class AB; LT BBB-;
Downgrade

  - Greene King Finance Plc/Debt/1 LT; Class A; LT BBB; Downgrade

  - Greene King Finance Plc/Debt/3 LT; Class B; LT BB+; Downgrade

RATING RATIONALE

The rating action reflects its expectation that the credit profile
and free cash flow debt service coverage ratios will continue to be
negatively impacted by a severe demand shock related to the
coronavirus pandemic. While visibility is slightly improved, the
Negative Outlook reflects ongoing significant uncertainty around
the impact of government lockdown measures, and restrictions on
public gatherings and social interactions that are severely
damaging to the UK pub sector.

Under Fitch's revised rating case, projected DSCRs have now moved
below downgrade sensitivity levels, driven by the significant
projected near-term cash flow stresses, despite ongoing stability
in long-term metrics. Greene King's liquidity remains comfortable
throughout 2020, but this is helped significantly by parent
support. Greene King also has some financial flexibility to
partially offset the expected short-term revenue shortfall. Fitch
currently assumes revenues to progressively recover by 2022 from
the 2020 shock, but if the severity and duration of the outbreak is
longer than expected Fitch will revise its rating case again.

KEY RATING DRIVERS

Coronavirus Affecting Demand

The rapid spread of coronavirus has resulted in an unprecedented
and ongoing impact on pub businesses as government lockdown
measures that prevent people from visiting pubs continue to be
enforced. These measures mean revenues may fall to zero while they
remain in place. The potential extent of the near-term stresses is
unprecedented. During early March, many pubs were experiencing
significant declines in revenues as people were starting to
voluntarily limit their movement. The impact on revenue deepened
during the month as the UK government ordered all pubs to close and
a full countrywide lockdown.

Under its revised Fitch rating case, Fitch assumes yoy revenue
declines of around 100% during 2Q20, reflective of ongoing lockdown
measures, with the government currently planning to start reopening
pubs from July 4, 2020. If this timetable is maintained, this means
pubs will have been fully closed for around 3.5 months. Fitch then
assumes gradual recovery during the remainder of 2020 and 2021,
given the restrictions on public gatherings and social
interactions. This results in an annual decline of around 60% in
2020. Revenue will then progressively normalise and reach 2019
levels by 2022.

Defensive Measures

Greene King has some flexibility to partially offset the impact of
the expected significant revenue shortfall. In its revised FRC, for
managed pubs Fitch assumes a significant reduction in costs, to
reflect the period of full pub closure, during which Fitch
understands from management that it has been possible to
significantly reduce most components of operating expenditure.
Fitch expects tenanted pubs to have some cost flexibility at the
pub level, and to potentially benefit from financial support from
the UK government given the measures adopted to support certain
sectors. Fitch also assumes some reduction in maintenance capex as
it can be reduced to minimum covenanted levels, and it may be
possible to reduce capex further as any shortfall versus covenant
could be made up later in the year as pubs start to re-open.

Credit Metrics - Recovery from 2021

Under the updated FRC, the DSCRs for the class A, class AB and
class B notes deteriorate to 1.6x, 1.6x and 1.3x respectively,
versus 1.7x, 1.7x and 1.4x at the last review in March 2020. This
is driven by the negative short-term impact of reduced cash flow
under the updated FRC. As a result, metrics are now below downgrade
triggers. After the 2020 shock, Greene King's projected cash flows
will progressively recover from the impact, which, despite the
deterioration in outlook since the previous review, still indicates
only a temporary impairment of the credit profile. This reflects
its view that demand levels within the pub sector will return to
normal in the medium- to long-term. However, Fitch is closely
monitoring developments in the sector as Greene King's operating
environment has substantially worsened and Fitch will revise the
FRC if the severity and duration of coronavirus is worse than
expected.

Solid Liquidity Position

Greene King had around GBBP1.8 million of cash available as of end
May 2020 and committed credit facilities of around GBP224 million.
Fitch estimates that their liquidity position provides for over two
years of debt service coverage. In addition, the securitisation
benefits from a new GBP165 million subordinated loan facility from
the parent company Greene King Ltd, which is currently undrawn and
can be used to provide liquidity support.

Sensitivity Case

Fitch have also run a more severe sensitivity case that builds on
the rating case, and assumes the crisis worsens materially from its
current levels with a longer demand shock versus the revised rating
case, resulting in significant revenue reductions of around 70%
during 2020 and progressive recovery only by 2025. Mitigation
measures are unchanged compared with the FRC. The sensitivity shows
that under this scenario projected FCF DSCRs for the class A, AB
and B notes fall to 1.5x, 1.5x and 1.1x respectively.

RATING SENSITIVITIES

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

Fitch does not anticipate an upgrade as reflected in the Negative
Outlook. Quicker-than-assumed recovery from the coronavirus shock
supporting sustained improvement in credit metrics may potentially
lead to the Outlook being revised to Stable

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

Slower-than-assumed recovery from the coronavirus shock resulting
in projected FCF DSCRs below 1.5x, 1.5x and 1.2x for the class A,
AB and B notes, respectively

BEST/WORST CASE RATING SCENARIO

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

TRANSACTION SUMMARY

The transaction is a securitisation of both managed and tenanted
pubs operated by Greene King, comprising 861 and 663 managed and
tenanted pubs, respectively, as at October 2019.

Key Rating Drivers - Summary Assessments

Industry Profile - Midrange

Sub-KRDs: Operating Environment: Weaker; Barriers to Entry:
Midrange; Sustainability: Midrange

Company Profile - Midrange

Sub-KRDs: Financial Performance: Stronger; Company Operations:
Midrange; Transparency: Midrange; Dependence on Operator: Midrange;
Asset Quality: Midrange

Debt Structure: Class A: Stronger, Class AB, Class B: Midrange

Sub-KRDs: Debt Profile: Class A - Stronger; Class AB, Class B -
Midrange; Security Package: Class A- Stronger; Class AB, Class B -
Midrange; Structural Features: Class A - Stronger; Class AB, Class
B - Stronger

The outbreak of coronavirus and related government containment
measures worldwide create an uncertain global environment for the
UK pub sector. While Greene King performance data through most
recently available issuer data may not have indicated impairment,
material changes in revenue and cost profile are occurring across
the broader UK eating- and drinking-out sector and will continue to
evolve as economic activity and government restrictions respond to
developments. Fitch's ratings are forward-looking in nature, and
Fitch will monitor developments in the sector for the severity and
duration of the pandemic, and incorporate revised base- and
rating-case qualitative and quantitative inputs based on
expectations for future performance and assessment of key risks.

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).


LOOKERS PLC: Delays Publishing of 2019 Results for Third Time
-------------------------------------------------------------
Naomi Rovnick at The Financial Times reports that troubled car
dealership network Lookers has delayed publishing its 2019
financial results for a third time and warned that trading in its
shares will be halted if it fails to produce the accounts by June
30.

Lookers, which sells new and used cars through more than 160
dealerships across the UK and Ireland, also said that its auditor,
Deloitte, planned to resign as soon as the 2019 accounts were
released, the FT notes.

The latest delay in the company's annual filing comes after Lookers
in March said it had identified "potentially fraudulent
transactions" and that it had hired accountancy firm Grant Thornton
to review the situation, the FT relates.

Lookers said last week it expected to publish its results by the
end of this month, the FT recounts.  However, on June 8, it said
that it could take until the end of August to file its accounts due
to "additional procedures that the company and Deloitte will now
need to perform in order to finalize" them, according to the FT.

The group warned that it expected its shares to be suspended on
July 1 if the results were not filed by June 30, the FT relays.

Lookers' filing issues come after it disclosed last year an FCA
investigation into sales practices within the company between
January 1, 2016 and June 13, 2019, the FT states.


NOBLE CORP: S&P Hikes ICR to CCC- on Completed Distressed Exchange
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.K.-based
offshore drilling contractor Noble Corp. PLC to 'CCC-' from 'SD'
(selective default).

S&P said, "At the same time, we are affirming our 'CCC' issue-level
rating on the company's unsecured guaranteed debt and our 'CCC-'
issue-level rating on its senior unsecured debt. Our '2' recovery
rating on the guaranteed debt and our '4' recovery rating on the
senior unsecured debt remain unchanged.

"We estimate that Noble's liquidity will deteriorate materially
over the next six months.  As of the end of March 2020, Noble had
about $175 million in cash and $398 million available under its
$1.3 billion revolving credit facility (with borrowing capacity of
$1.05 billion and a minimum liquidity covenant of $300 million). In
April, the company drew another $100 million from the facility to
repurchase the seller loans. Given our expectation for negative
funds from operations, about $142 million of debt maturities over
the next 12 months, and a likely covenant breach on the credit
facility, we estimate that Noble could face a liquidity shortfall
by the end of the year.

"The low current prices on its bonds make another distressed debt
exchange or restructuring likely, in our view.  Noble's unsecured
bonds (issued by Noble Holding International Ltd.) currently trade
at less than $0.05 on the dollar, which--in our opinion--makes a
distressed debt exchange or restructuring highly likely.

"The collapse in oil prices has led to a sharp drop in demand for
oilfield services and we expect offshore activity to be
particularly hard hit.  The material drop in oil prices, initiated
by the Saudi-Russian price war and worsened by the unprecedented
decline in demand stemming from the coronavirus pandemic, has led
to sharp reductions in oil producers' capital spending plans for
2020. This will significantly reduce the demand for the oilfield
services sector. We expect offshore activity levels to be
particularly hard hit given the higher costs and operating risk and
longer payback periods for offshore projects relative to onshore
plays. Although we believe most ongoing development projects will
continue (as long as crews and supplies are available), we expect
postponements in reaching final investment decisions on new
projects and minimal exploration activity. Offshore producers will
likely remain more cautious about committing capital to longer-term
projects until oil price fundamentals are more stable and prices
recover, which could affect Noble's revenue beyond the near term.

"We believe Noble is more exposed to environmental and safety risks
than the broader oilfield services industry because it provides
offshore drilling services that are highly technical and often
operates in harsh conditions around the world.  Potential oil
spills, while unlikely, are generally more difficult to contain and
repair in offshore wells than onshore wells. Clean-up costs, in
addition to potential fines, can have a materially negative
financial effect on offshore drillers. In addition, some of the
company's offshore rigs operate in harsh environments or could be
hit by hurricanes, which may damage the equipment, harm employees,
or cause oil spills. While Noble has insurance, it may be affected
by larger-than-anticipated financial obligations, high deductibles,
or increased regulatory scrutiny, which could increase its costs or
hurt the demand for its offshore drilling services.

"The negative outlook reflects Noble's unsustainable leverage,
deteriorating liquidity, and the elevated likelihood that it will
announce a debt exchange or restructuring we would view as
distressed.

"We would lower our rating on the company if it announces a debt
exchange or restructuring we view as distressed.

"We could raise our rating on Noble if we no longer believe a
distressed debt exchange is likely and the company improves its
liquidity position."


SIMONS GROUP: 600 Creditors Send More Than GBP13MM in Claims
------------------------------------------------------------
Dave Rogers at Building reports that an update from the
administrator of collapsed contractor Simons Group has said around
600 creditors have sent in claims totaling more than GBP13
million.

But the figure is around a quarter of what FRP Advisory said was
owed by the Lincoln firm to unsecured creditors in January --
suggesting many have given up on getting back anything they are
owed, Building relates.

FRP was called in at the end of last October when the 75-year-old
firm sank into administration owing unsecured creditors GBP54
million, Building recounts.

So far more than 600 have told FRP they are owed GBP13.3 million
and in the update, filed at Companies House, the firm, as cited by
Building, said: "If there is a prospect of a dividend we will write
to all known creditors and request that they submit claims."

According to Building, it said it expected there to be some money
for unsecured creditors but could not say how much.


SVS SECURITIES: ITI Capital Acquires Client Book
------------------------------------------------
Rachel Mortimer at FTAdviser reports that a UK-based advice firm
has bought the client book of failed wealth manager SVS Securities
PLC, meaning clients could next month access their share of GBP24
million in funds secured by administrators.

SVS Securities entered special administration in August 2019 after
the Financial Conduct Authority identified "serious concerns" about
the way in which the wealth manager was operating, FTAdviser
recounts.

The regulator found some of the company's 19,000 clients had paid
fees and charges as high as 20% of their total investment,
FTAdviser discloses.

In an update on June 8, financial advice and investment services
company ITI Capital confirmed it had bought the client book from
SVS Securities, with the "vast majority" of clients expected to
transfer on June 11, FTAdviser relates.

This means clients could access their money, which has been beyond
reach for almost a year, again from as early as mid-July, FTAdviser
notes.

In March administrators Leonard Curtis confirmed about GBP24
million of client funds had been secured, with the majority of
investors expected to reclaim their money, FTAdviser relays.

Earlier this year, administrators confirmed a regulated broker had
been selected and heads of terms agreed for the transfer of client
funds, but until now the identity of the buyer had remained
unknown, FTAdviser notes.

According to FTAdviser, Rahul Agarwal, managing director for UK
private clients at ITI Capital, said the broker appreciated clients
had not been able to access their assets for almost a year.

Following this, the watchdog ordered SVS to cease all regulated
activities and it collapsed into administration in August last
year, FTAdviser states.

The regulator found the company was targeting IFAs to promote its
model portfolios to clients after a defined benefit pension
transfer or Sipp switch, according to FTAdviser.

The City watchdog warned the proportion of illiquid and high-risk
bonds in these model portfolios were unlikely to match the needs of
clients, FTAdviser notes.


TRAVELODGE: Won't Close North Staffordshire Hotels
--------------------------------------------------
Rob Andrews at StokeonTrentLive reports that discount giant
Travelodge has revealed it has "no plans" to close its North
Staffordshire hotels.

The company has given the assurance to guests after setting up a
company voluntary arrangement (CVA) as part of its Covid-19
recovery plan, StokeonTrentLive notes.

It is an attempt to manage rent payments at certain hotels
following the outbreak of the pandemic, StokeonTrentLive states.

In North Staffordshire, Travelodge has hotels on Lower Street, in
Newcastle; Newcastle Road, in Talke; and on Longton Road, in
Trentham, StokeonTrentLive discloses.

According to StokeonTrentLive, in a message to guests, the company
stated: "Travelodge has no planned hotel closures. We plan to
reopen our hotels from early July subject to the Government lifting
the current restrictions. All bookings will be honored in line with
our terms and conditions."

The message continued: "Travelodge is a strong company with a solid
underlying business model.  Prior to the current coronavirus crisis
Travelodge had been operating very successfully with strong
financial performance.

"However, as a result of the Government instruction to temporarily
close the majority of our hotels for a minimum of three months, we
have effectively had very low levels of income.

"A CVA allows us, subject to the agreement of our creditors, to
manage our rent payments at certain hotels.  We are confident that
a CVA is the best way to secure a sustainable future for the
business."



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

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

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