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

                          E U R O P E

          Thursday, June 18, 2020, Vol. 21, No. 122

                           Headlines



F R A N C E

AIR FRANCE-KLM: Egan-Jones Lowers Senior Unsecured Ratings to CCC
CONSTELLIUM SE: Moody's Rates $300MM Sr. Unsecured Notes 'B2'
CONSTELLIUM SE: S&P Rates New $300MM Unsecured Notes Due 2028 'B'
EVEREST BIDCO: Moody's Cuts CFR to B3 & Alters Outlook to Stable


G E R M A N Y

ALLNEX (LUXEMBOURG): S&P Alters Outlook to Neg. & Affirms 'B' ICR
DEUTSCHE LUFTHANSA: EUR9-Bil. German Government Bailout at Risk
HORNBACH BAUMARKT: Moody's Confirms Ba3 CFR, Outlook Stable
IHO VERWALTUNGS: Moody's Confirms 'Ba2' Corp. Family Rating
ZF FRIEDRICHSHAFEN: Moody's Confirms Ba1 CFR, Outlook Negative



I R E L A N D

BBAM EUROPEAN I: Fitch Rates Class F Notes 'B-(EXP)sf'
OAK HILL VII: Moody's Confirms B3 Rating on Class F Notes


I T A L Y

DIOCLE SPA: Moody's Affirms B2 Corp. Family Rating, Outlook Stable


L U X E M B O U R G

ALTISOURCE SOLUTIONS: Egan-Jones Lowers FC Sr. Unsec. Rating to B-


N E T H E R L A N D S

METINVEST BV: Moody's Hikes CFR to B2 & Alters Outlook to Stable
REPSOL INTERNATIONAL: Fitch Rates Subordinated Notes 'BB+'


N O R W A Y

NORWEGIAN AIR: To Resume UK Flights Due to Increased Demand


R U S S I A

BALTIC LEASING: Fitch Affirms BB LongTerm IDRs, Outlook Stable
EUROPLAN: Fitch Affirms 'BB' LongTerm IDRs, Outlook Stable
LLC DELOPORTS: Fitch Cuts LT IDR & Unsecured Rating to B+
MAGNIT: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable
MOBILE TELESYSTEMS: S&P Affirms BB+' ICR Despite Higher Leverage

TRANSCONTAINER PJSC: Fitch Cuts IDRs & Sr. Unsecured Rating to B+


S P A I N

ACI AIRPORT: S&P Rates New Series 2020 Notes 'B-'
BOLUDA TOWAGE: Moody's Alters Outlook on B1 CFR to Negative
GRUPO ALDESA: Moody's Withdraws B1 Corp. Family Rating


S W I T Z E R L A N D

FERREXPO PLC: Moody's Hkes CFR to B2 & Alters Outlook to Negative


U K R A I N E

KYIV CITY: Moody's Hikes Issuer Ratings to B3, Outlook Stable


U N I T E D   K I N G D O M

AI MISTRAL: S&P Lowers ICR to 'CCC+' on COVID 19-Related Headwinds
AZURE FINANCE 1: S&P Affirms BB+ Rating on Class D Notes
DAILY MAIL: Egan-Jones Raises Senior Unsecured Ratings to BB+
INDIVIOR PLC: S&P Affirms 'B' ICR, Outlook Negative
ITHACA ENERGY: Moody's Confirms B1 CFR, Outlook Negative

MARSTON'S ISSUER: Fitch Cuts Class B Notes to BB-, Outlook Neg.
MASSARELLA GELATERIE: Dingles Won't Reopen After Administration
OAK FURNITURELAND: Bought Out of Administration in Pre-Pack Deal
PECKSNIFF'S: Goes Into Administration, 37 Jobs Affected
POUNDSTRETCHER: Landlords Criticize Company Voluntary Arrangement

SIG PLC: Egan-Jones Lowers Senior Unsecured Ratings to BB-
SYNTHOMER PLC: Moody's Rates EUR520MM Unsecured Notes 'Ba2'
SYNTHOMER PLC: S&P Assigns 'BB' Rating on Proposed Unsecured Notes
TOGETHER FINANCIAL: Fitch Corrects April 6 Ratings Release
TORO PRIVATE I: Fitch Corrects June 12 Ratings Release

TORO PRIVATE II: Moody's Hikes CFR to Caa2, Outlook Negative

                           - - - - -


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F R A N C E
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AIR FRANCE-KLM: Egan-Jones Lowers Senior Unsecured Ratings to CCC
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 12, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Air France-KLM to CCC from B-. EJR also downgraded
the rating on commercial paper issued by the Company to C from B.

Headquartered in Tremblay-en-France, France, Air France-KLM offers
air transportation services.


CONSTELLIUM SE: Moody's Rates $300MM Sr. Unsecured Notes 'B2'
-------------------------------------------------------------
Moody's Investors Service has assigned a B2 instrument rating to
Constellium SE's proposed $300 million guaranteed senior unsecured
notes due 2028. All other ratings on Constellium, including the B2
corporate family rating, the B2-PD probability of default rating,
and the B2 instrument ratings on the existing senior unsecured
notes (due 2021, 2024, 2025 and 2026) remain unchanged. The outlook
on all the ratings remains negative.

RATINGS RATIONALE

The new 8-year $300 million notes will rank pari passu with the
group's existing senior unsecured notes, including the EUR200
million notes due 2021, the $400 million notes due 2024, the $650
million notes due 2025, and the $500 million and EUR400 million
notes due 2026, together issued by Constellium SE. The assigned B2
rating on the new notes is in line with Constellium's B2 CFR and
B2-PD PDR, reflecting its standard assumption of a 50% family
recovery rate.

Proceeds from the new notes will be mainly used to redeem
Constellium's 4.625% EUR200 million senior unsecured notes due
2021, which are callable at par since May 15, 2019. The B2 CFR
remains unchanged as the proposed transaction will only marginally
increase Constelliums's Moody's-adjusted gross debt by around EUR75
million and leverage (0.2x), whilst extending its debt maturity
profile with no bond maturities before 2024. The group's next
maturing material bank debt is its recently signed EUR180 million
French state guaranteed loan maturing May 2021, which can be
extended by up to five years at the group's option. The transaction
will further strengthen the group's liquidity profile given its
increased cash position following the refinancing, which Moody's
continues to regard as adequate.

Upon completion of the refinancing, Moody's expects to withdraw the
B2 instrument rating on the 2021 senior unsecured notes.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook indicates Constellium's currently weak
positioning in the B2 rating category against Moody's expectation
of a sharp deterioration in this year's operating performance due
to the coronavirus and the coronavirus-driven uncertain negative
consequences for future periods which could be more material than
currently anticipated.

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

Negative rating pressure would build, if Constellium's (1)
Moody's-adjusted EBIT margin remains persistently below 5%, (2)
leverage could not be reduced towards 6.0x Moody's-adjusted
debt/EBITDA over the next 18 months, (3) FCF turns sustainably
negative, (4) liquidity deteriorates.

Upward pressure on the rating would build, if Constellium's (1)
Moody's-adjusted debt/EBITDA falls below 4.5x, (2) (CFO -
dividends)/debt improves to at least 15%, (3) FCF remains
consistently positive.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Steel Industry
published in September 2017.

COMPANY PROFILE

Headquartered in France, Constellium SE is a global leader in the
designing and manufacturing of innovative and high-value-added
aluminum products for a broad range of applications dedicated
primarily to packaging, aerospace and automotive end-markets.
Constellium is organized in three business segments: Packaging &
Automotive Rolled Products; Aerospace & Transportation, and
Automotive Structures & Industry. In the last 12 months ended March
31, 2020, Constellium had revenue of EUR5.8 billion and
Moody's-adjusted EBITDA of EUR496 million (8.5% margin).


CONSTELLIUM SE: S&P Rates New $300MM Unsecured Notes Due 2028 'B'
-----------------------------------------------------------------
S&P Global Ratings said it assigned its 'B' issue-level rating and
'4' recovery rating to Constellium SE's proposed issuance of $300
million senior unsecured notes due 2028. The '4' recovery rating
indicates its expectation of average (30%-50%; rounded estimate:
35%) recovery in its simulated default scenario, resulting in an
issue-level rating on par with its 'B' issuer credit rating on the
company, which is unchanged.

The proposed transaction comes after Constellium secured various
loan facilities for over EUR350 million earlier this year, aiming
to bolster its liquidity position and absorb adverse economic
shocks. S&P said, "We understand that the company intends to use
the proceeds to redeem EUR200 million outstanding under its
existing senior unsecured notes due May 2021 and further improve
its liquidity cushion. After the transaction, we estimate
Constellium will retain cash on hand close to EUR500 million and
over EUR400 million available for drawing under its various
facilities, notably its asset-backed loan (ABL). We expect these
sources will be more than sufficient to cover cash flow needs in
the coming 12–24 months, even under a very pessimistic market
scenario." The issuance will also improve the company's debt
maturity profile, with no sizable maturities before its $400
million unsecured notes come due in May 2024.

Issue Ratings -- Recovery Analysis

Key analytical factors

-- S&P rates the proposed senior unsecured notes 'B', in line with
the issuer credit rating.

-- The recovery rating of '4' indicates S&P's expectations of
average recovery prospects (30%-50%; rounded estimate: 35%) in the
event of default.

-- The notes will rank equally with all of the company's existing
senior unsecured notes, and will be guaranteed by the same
comprehensive guarantor package, including Constellium Bowling
Green LLC.

-- The priority liabilities ranking ahead of the bonds remain the
ABL, the French inventory facilities, the factoring program, and
unfunded pension obligations.

-- S&P assumes the recently obtained EUR198 million
government-guaranteed loan facilities will be repaid before our
hypothetical default date of 2023.

-- S&P assumes no draws under the $166 million secured delayed
draw term loan facility Constellium recently obtained.

-- S&P's hypothetical default scenario assumes revenue and margin
contraction, owing to an unfavorable economic environment and
resulting in lower volumes and higher costs that cannot be offset
by price increases.

-- S&P values the company as a going concern, given its leading
market positions and long-standing customer relationships.

Simulated default assumptions

-- Year of default: 2023
-- Jurisdiction: France

Simplified waterfall

-- Emergence EBITDA: About EUR350 million
-- Multiple: 5.5x
-- Gross recovery value: EUR1.9 billion
-- Net recovery value for waterfall after unfunded pension
    liabilities and 5% administrative expenses:
    EUR1.6 billion
-- Estimated priority claims (factoring): about EUR500 million
-- Remaining value for creditors: EUR1.1 billion
-- Estimated first-lien debt claims: EUR300 million
-- Remaining recovery value: EUR800 million
-- Estimated senior unsecured debt: EUR2.1 billion
    --Recovery expectation: 30%-50% (rounded estimate: 35%)
    --Recovery rating: '4'
All debt amounts include six months of prepetition interest.


EVEREST BIDCO: Moody's Cuts CFR to B3 & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service has downgraded Everest Bidco SAS's
corporate family rating to B3 from B2. Moody's also downgraded
Exclusive Networks' probability of default rating to B3-PD from
B2-PD, and the ratings of the company's EUR500 million senior
secured term loan due 2025 and EUR90 million senior secured
revolving credit facility due 2024 to B2 from B1. The outlook on
all ratings was changed to stable from negative.

"We downgraded Exclusive's rating because leverage remains above
7.0x, Moody's expects net margins to continue declining and, until
margins stabilize, Moody's expects leverage to remain commensurate
with a B3 rating despite good revenue growth," says Brad Gustafson,
a senior Moody's analyst and lead analyst for Exclusive Networks.

RATINGS RATIONALE

Exclusive Networks' ratio of Moody's-adjusted debt to EBITDA is
above 7.0x, while 6.0x is the upper limit for a B2 rating.
Exclusive Networks' net margins are also declining and, until they
have stabilized or volumes have increased enough to compensate, the
company is unlikely to reduce leverage to 6.0x. Moody's expects
revenue growth rates in the mid-teens, but that margin pressure
will keep leverage between 6-7.0x for the next 12-18 months.

Margin pressure has also kept cash flow generation below levels
commensurate with a B2 rating. The lower limits are a ratio of
Moody's-adjusted retained cash flow to debt of 10% and free cash
flow to debt of 5%. In 2019 these ratios were about 6% and -3%
respectively. With revenue growing Moody's expects cash flow
metrics to improve faster than leverage given Exclusive Networks'
limited capital spending needs and good cash conversion, but these
ratios will also likely remain outside the B2 threshold.

The company's net margin has been growing in absolute terms, while
the net margin rate has been declining by an average of one
percentage point per year. The net margin rate has been between
about 10-11% over the last twelve months. As of the twelve months
ended March 31, 2020 it was about 10.4%, versus about 11.3% as of
the twelve months ended March 31, 2019. It is Moody's view that net
margin rates will decline as competition intensifies. Exclusive
Networks will rely increasingly on larger and global deals, the US
market and the data center segment, while vendors grow and mature
and rely on different types of value-added services. Exclusive
Networks' US presence has been about 9-10% of net sales, up from
zero prior to the company's entering the US market with the
acquisition of Fine Tec in 2017. In 2019, net margins in the US
were about 6% versus about 14% in APAC and 10% in EMEA.

Moody's expects revenue growth to compensate gradually, but
believes further progress in the transition to a higher-volume,
lower margin distributor is necessary before Exclusive Networks
will generate cash flow and reduce leverage commensurate with a B2
rating. This is evident from the company's track record, which is
good in certain respects (e.g., a revenue growth rate in the
mid-teens and cost control supporting EBITDA growth) but has so far
fallen short of both Moody's and management's expectations,
especially with respect to deleveraging on a Moody's-adjusted
basis. Moody's includes factoring balances in total debt, and looks
at debt on a gross basis when calculating the ratio of debt to
EBITDA, net of cash when calculating the ratio of retained cash
flow to net debt. Moody's expects the company's cash balances to
improve through better working capital management, including
improved terms and greater use of factoring lines, which will
improve liquidity.

OUTLOOK RATIONALE

Exclusive Networks has grown revenues consistently and year-to-date
performance shows that the impact of coronavirus has so far been
contained. Overall year-to-date sales growth is slightly below
budget, mainly because of strict coronavirus quarantine measures in
Asia, but still good at about 14%. New quarantine measures or other
worse-then-expected consequences of coronavirus are a risk, but
Exclusive Networks is well-positioned in the B3 category and
Moody's expects performance to remain stable or improve gradually.

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

Moody's would consider upgrading Exclusive Networks' rating if:

Net margins stabilize, or volume growth sufficiently compensates
for margin compression such that

  - Moody's-adjusted gross debt to EBITDA improves to 6.0x;

  - Moody's-adjusted retained cash flow to net debt improves to
10%; and

  - Moody's adjusted free cash flow to gross debt improves to 5%.

Moody's would consider downgrading Exclusive Networks' rating if
performance deteriorated so as to put the sustainability of the
capital structure into question, as evidenced by the following
triggers:

  - Moody's-adjusted gross debt to EBITDA remaining above 7.0x;

  - Deteriorating free cash flow generation; and

  - The company's internal and committed external sources of cash
are unlikely to cover basic needs.

PRINCIPAL METHODOLOGY

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




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G E R M A N Y
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ALLNEX (LUXEMBOURG): S&P Alters Outlook to Neg. & Affirms 'B' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Allnex (Luxembourg) & Cy
SCA to negative from stable and affirmed its 'B' long-term issuer
credit rating.

S&P said, "We expect lower demand in Allnex's main end-markets due
to the extraordinary impact of the COVID-19 pandemic on economic
activity.  The global spread of the virus, combined with the
economic effects of the social-distancing measures required to
contain the spread and plummeting consumer and business confidence,
have dealt a heavy blow to near-term global economic growth
prospects. In our view, the measures adopted to contain the virus
have pushed the global economy into recession. More specifically,
in Europe and North America, where Allnex generates more than 60%
of its sales, we now expect the economies to contract considerably
this year. Asia-Pacific, where the company generates about 34% of
its sales, will also see much lower GDP growth in 2020."

Allnex also has relatively high exposure to more cyclical
industries.  For example, it generates about 35% of group sales
from the industrial metal and wood segment and a further 20% from
the automotive segment, including original equipment manufacturing
and the less-cyclical vehicle refinishing market segment. These
segments, especially the automotive market, will suffer from
declining market demand this year. S&P said, "Nevertheless, we
consider that Allnex has stronger end-market and geographic
diversification than most of its peers in the industrial coating
resins sector. In our base case, we assume a decline in sales and
EBITDA of 5%-10% this year, followed by a swift recovery in 2021
back to 2019 levels."

S&P said, "We expect Allnex's leverage to peak this year, but
recover swiftly in 2021.   Our base case now assumes that Allnex's
S&P Global Ratings-adjusted gross debt to EBITDA will weaken to
7.7x-8.2x this year, from 7.5x in 2019. The high leverage is, to
some extent, mitigated by Allnex's strong cash position--it had
more than EUR140 million in cash available in March 2020--and full
availability under its EUR160 million revolving credit facility
(RCF). However, we do not net cash from debt in calculating
Allnex's leverage, since it is owned by a financial sponsor. We
expect the company's leverage to recover swiftly to the 2019 level
by the end of next year, as the recovery in market demand should
lead to a rebound in sales and margins. Nevertheless, rating
headroom has diminished, given that leverage is likely to remain
above 7x till 2022."

Despite weakening market demand and earnings in a recessionary
environment, we expect FOCF to remain solid.   Allnex reported FOCF
of EUR74 million in 2019, and S&P expects this to increase in 2020.
Management is committed to cut capital expenditure (capex) to EUR50
million this year, giving priority to maintenance and
compliance-related projects. This is EUR30 million less than it
previously planned and more than EUR40 million below capex in 2019.
In addition, the company has been focusing on more-efficient
working capital management. It implemented an inventory
optimization project in the fourth quarter of 2019 to reduce
inventory level and external warehousing expenses. Because LIBOR is
now about 2 percentage points lower than it was a year ago, S&P
expects interest costs to reduce by about EUR10 million in 2020.
The interest on Allnex's dollar-denominated term loan of about
EUR796 million is linked to LIBOR. Tax payments are also likely to
come down, as 2019 was an exceptional year in which it paid taxes
on one-off profits from the sale-and-leaseback of the Silvertown
land in the U.K. and two buildings in Graz, Austria.

Flexible cost structure, declining raw material costs, and
increasing synergy savings will mitigate margin pressure during the
economic downturn.   Allnex's performance in 2019 was weaker than
S&P expected due to the softening economy, combined with a
noticeable slowdown in the automotive industry. As a result, volume
and revenue fell by about 5%. Our adjusted EBITDA shrank by about
3.5% to EUR276 million but the margin was unchanged because the
lower sales volume was partly offset by higher unit margins.
Margins benefitted from decreasing raw material costs, increased
focus on high-value products, and savings realized as a result of
integration projects carried out after the merger with Nuplex in
2016. Because unit margins continued to rise in the first quarter
of 2020, reported EBITDA was about EUR14 million higher than last
year, despite volume being nearly 1% lower. S&P expects unit margin
to reduce slightly because of weak demand, but to remain healthy,
given that the cost of raw materials is likely to decline further
in the next three to six months.

By March 2020, the integration projects started in 2017 had
generated total annual cost savings of EUR90.8 million.  Management
expects to realize an additional EUR8.3 million over the next 24
months. Last year, Allnex initiated a second wave of integration
projects. These focus on productivity improvement and functional
efficiency and had already achieved savings of EUR4.8 million by
March 2020. Management expects to generate additional savings of
EUR18.9 million over the next 24 months. S&P understands that most
of the related restructuring expenses had already been incurred by
year-end 2019--the positive effect on profitability will continue
and increase in 2020 and 2021.

These factors, combined with Allnex's flexible cost structure, will
help mitigate the pressure on margins.  About 75% of Allnex's costs
are variable and it has made an effort to cut operating expenses to
counter the difficult market conditions caused by the pandemic. As
a result, S&P expects a slight decrease in adjusted EBITDA margin
to comfortably above 13% this year, compared with 13.5% in 2019,
and a swift rebound to 13.5% in 2021.

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."

S&P said, "The negative outlook indicates that we could lower the
rating if the recovery in Allnex's operating performance in the
next 12 months is slower than we anticipate, or if FOCF weakens
significantly.

"We could lower the rating if Allnex's FOCF weakens to below EUR70
million, or if adjusted debt to EBITDA does not reduce toward 7.5x
by 2021. In our view, this could happen if the company faces
continuously weakening market demand and declining unit margins
amid rising raw material costs.

"We could revise the outlook to stable if we observed a swift
recovery in Allnex's performance and continuous solid FOCF
generation in the next 12 months, while the company maintains the
current headroom for liquidity. This would also depend on Allnex's
financial policy, especially on shareholder distributions, capex,
and acquisitions, remaining supportive of the current rating."


DEUTSCHE LUFTHANSA: EUR9-Bil. German Government Bailout at Risk
---------------------------------------------------------------
Joe Miller at The Financial Times reports that Lufthansa has warned
that its EUR9 billion bailout from the German government is at
risk, after its biggest shareholder indicated he might reject the
deal in a vote later this month.

Heinz Hermann Thiele, one of Germany's richest men, who owns more
than 15% of the airline, told the Frankfurter Allgemeine Zeitung
that while he did not want to block the rescue package, he wanted
to determine what other solutions were available to Lufthansa
before being forced to vote it through, the FT relates.

According to the FT, the Frankfurt-based carrier responded on June
17, saying: "In view of the latest public statements by the
company's largest single shareholder . . . the board considers it
possible that the stabilisation package could fail to achieve the
two-thirds majority of votes cast that would be required in this
case."

It added in the statement that if the rescue package failed to be
approved at an extraordinary meeting on June 25, Lufthansa would
probably be forced to begin insolvency proceedings, the FT notes.

The German group, which has been burning through EUR1 million of
cash reserves each hour as the Covid-19 crisis forced it to ground
most of its aircraft, reached an agreement with Angela Merkel's
government last month, the FT recounts.

As part of the EUR9 billion bailout, Berlin would take a 20% stake
in the airline almost 25 years after it was first privatized, which
can be increased to prevent a hostile takeover, the FT discloses.

As a result of the state investment, existing shareholders would
have their stock diluted if they voted through the package, the FT
states.  In compliance with requests from the European Commission,
Lufthansa would also surrender lucrative slots at its hubs in
Munich and Frankfurt as part of the deal, the FT notes.


HORNBACH BAUMARKT: Moody's Confirms Ba3 CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service confirmed Hornbach Baumarkt AG's Ba3
long-term corporate family rating and its Ba3-PD probability of
default rating. Concurrently, Hornbach's Ba2 EUR250 million worth
of guaranteed senior unsecured notes due 2026 have also been
confirmed. The outlook has been changed to stable from ratings
under review.

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

RATINGS RATIONALE

The rating confirmation reflects the solid performance of the
company in the fiscal year ended February 2020 (fiscal 2019) and in
the first quarter of fiscal 2020. This is despite closures of
around one third of the company's stores due to the coronavirus
outbreak in parts of Germany and in other countries where Hornbach
operates. The stable outlook reflects Moody's expectation that
Hornbach's earnings will remain resilient relative to other
non-food retailers, that leverage will remain below 5.0x and that
the company will maintain good liquidity in the next 12 to 18
months.

The coronavirus outbreak is considered a social risk under Moody's
Environmental, Social and Governance framework given the
substantial implications for public health and safety,
deteriorating global economic outlook, falling oil prices, and
asset price declines, which are creating a severe and extensive
credit shock across many sectors, regions and markets. Contrary to
other non-food retailers, the do-it-yourself segment has benefited
from the coronavirus outbreak as confinement measures have led
people to spend more time at home and this has therefore boosted
demand for DIY home improvement projects.

After a temporary closure of around one third of its stores
starting from March 14th, 2020, since May 6th all Hornbach's stores
have reopened. During its store closures, Hornbach was also able to
partially offset the lack of store revenues thanks to the increase
of its online sales. As a result of the strong demand for DIY
products and Hornbach's ability to trade in stores and online, the
company's revenues grew 18.4% to EUR 1,492 million in Q1 of fiscal
2020 [1]. However, Moody's expects Hornbach's revenues for fiscal
2020 to remain slightly below fiscal 2019 reflecting the expected
deterioration in macroeconomic conditions in Germany and across
Europe.

Hornbach's rating continues to reflect (1) its strong position in
its domestic market and good geographical diversification across
Europe; (2) positive underlying growth, as reflected by its ability
to outperform the market; and (3) a good liquidity profile, which
is underpinned by the company's commitment to maintaining a
conservative financial policy.

Hornbach's Ba3 CFR is constrained by: (1) high gross adjusted debt,
which Moody's expects to remain above 4.5x in the next 12 to 18
months; (2) low margins due to intense competition in the DIY
industry in Germany and the high level of digitalisation costs; (3)
Hornbach's relatively small size compared with other European
retailers; and (4) the high level of capital spending associated
with new store openings, which leads to negative free cash flow
generation.

STRUCTURAL CONSIDERATIONS

The Bond's Ba2 rating is one notch above the company's CFR because
it benefits from senior guarantees from Hornbach's operating
subsidiaries. These operating subsidiaries account for almost all
of the company's tangible net assets and EBITDA. The EUR295 million
promissory notes issued in fiscal 2018 are not guaranteed by
Hornbach's operating subsidiaries and are therefore subordinated to
the Bond.

The Ba3-PD probability of default rating, in line with the CFR,
reflects Moody's assumption of a 50% family recovery rate, typical
for bond structures with a limited set of financial covenants. Some
of the facilities contain financial covenants (interest coverage of
at least 2.25x and equity ratio of at least 25%), which the company
has been able to meet comfortably to date. Moody's expects the
company will maintain satisfactory headroom when the financial
covenants are tested in the next 12 months.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook is predicated on the expectation of a good
performance in the next 12-18 months driven by the strong demand
for DIY products despite the coronavirus disruption and the
slowdown in the economy across Europe. The stable outlook also
reflects Moody's expectation that Hornbach will maintain good
liquidity and will maintain a prudent financial policy.

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

Upward pressure on the ratings in the medium term could be exerted
as a result of Hornbach's financial leverage decreasing sustainably
below 4.5x. A higher rating would also require the company to
maintain its Moody's adjusted EBIT margin above 4% on a sustained
basis and the generation of positive free cash flow.

Conversely, downward pressure could be exerted on the if there is
deterioration in the company's profitability, such that Moody's
adjusted (gross) debt/EBITDA goes above 5.0x, interest cover
decreases below 2.0x and if free cash flow is negative for a
prolonged period. The rating could also be downgrade if the company
fails to maintain a good liquidity.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Hornbach is a mid-sized home improvement retailer mainly operating
in Germany, with 96 stores as of the end of fiscal 2019, and other
European countries, including Austria (14), the Netherlands (15),
the Czech Republic (10), Switzerland (7), Romania (6) Sweden (7),
Slovakia (4) and Luxembourg (1). The company reported sales of
EUR4.4 billion as of the end of fiscal 2019.

Hornbach's shares are listed on the Frankfurt Stock Exchange.
Hornbach's parent company, Hornbach Holding AG & Co. KGaA, owns
76.4% of Hornbach's share capital, while independent investors own
23.6%. In turn, the Hornbach family owns 37.5% of Hornbach
Holding's total share capital, and the remaining 62.5% are free
float.


IHO VERWALTUNGS: Moody's Confirms 'Ba2' Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service has confirmed IHO Verwaltungs GmbH's
corporate family rating and senior secured instrument ratings at
Ba2 and the probability of default rating at Ba2-PD. The outlook on
the ratings changed to negative from ratings under review.

This rating action concludes the review for downgrade process,
which was started on March 26, 2020.

"The ratings confirmation reflects the recent recovery of share
prices of IHO-V's two main investments, Continental AG and
Schaeffler AG, which have improved the leverage of IHO-V back into
its expected range for the Ba2. Moody's also notes the solid
interest cover as both Continental and Schaeffler have decided to
cut back on shareholder distributions to a limited degree only",
said Matthias Heck, a Moody's Vice President -- Senior Credit
Officer and Lead Analyst for IHO-V. "The negative outlook is driven
by the high volatility of share prices and, more generally, the
ongoing high pressure in the automotive industry, which could
negatively impact profitability and dividend payments of
Continental and Schaeffler.", added Mr. Heck.

RATINGS RATIONALE

The ratings confirmation reflects the improved market value-based
net leverage of approximately 39% (as of June 15, 2020), after very
high levels of around 50%, when Moody's downgraded IHO-V's rating
to Ba2 and placed it under review for further downgrade on March
26, 2020. With the recent recovery of the share prices of
Continental AG and Schaeffler AG, IHO-V's MVL is now back within
the range of 30-40%, which Moody's considers to be appropriate for
the Ba2 rating. In addition, IHO-V collected approximately EUR220
million of dividends from Schaeffler AG in May and will collect
approximately EUR216 million from Continental AG in July, based on
the company's revised proposal published June 3, 2020. With this,
the FFO/interest cover will be 2.7x, well in line with its expected
range of 2.5-3.0x for the Ba2.

Moody's forecasts for the global automotive sector a 20% decline in
unit sales in 2020, with a steep year-over year contraction in the
first three quarters followed a modest rebound in the fourth
quarter. Moody's expects 2021 industry unit sales to rebound and
grow by approximately 11%. However, future demand for vehicles
could be weaker than its current estimates, the already competitive
environment in the auto sector could intensify further, and
Schaeffler AG and Continental AG could encounter greater headwinds
than currently anticipated.

The 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 global automotive industry
is one of the sectors that will be most severely impacted by the
outbreak. Moody's regards the coronavirus outbreak as a social risk
under its ESG framework, given the substantial implications for
public health and safety.

IHO Verwaltungs GmbH's Ba2 corporate family rating is primarily
constrained by (1) a fairly high concentration risk, with IHO-V
being solely dependent on the dividends received from only two
assets that are largely active in the cyclical automotive industry,
Schaeffler AG and Continental AG; (2) a lack of clearly defined
financial policies aimed at preserving a conservative capital
structure, offsetting the fairly high concentration risk; (3) a
somewhat limited, but improved, level of reporting at the IHO-V
standalone level; and (4) its somewhat elevated market value-based
net leverage that is currently at around 36% and an interest cover
(Funds from operations interest cover) which strongly depends on
dividend collections and might fall further in 2021.

However, the Ba2 CFR benefits from IHO-V's (1) good liquidity
profile, with no major debt maturities before 2024; (2) substantial
size and overall strong credit metrics on a consolidated basis; and
(3) ownership of sizeable stakes in high-quality assets in
Schaeffler AG and Continental AG, both being publicly listed and
highly rated (Continental AG at Baa2, Schaeffler AG at Ba1).

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the high volatility of share prices
of Continental AG and Schaeffler AG, which might increase IHO-V's
MVL beyond Moody's expectations for the Ba2 again. Moreover, the
ongoing pressure in the automotive industry could negatively impact
profitability and leverage or both companies and finally their
capacity to pay dividends in 2021 for 2020, which will be a
particularly challenging year.

LIQUIDITY

Moody's views IHO-V's liquidity as good. As of the end of 2019,
IHO-V had EUR135 million cash and cash equivalents. In addition,
IHOV has access to a EUR400 million revolving facility, maturing in
June 2024. This facility has one net leverage covenant (5.0x net
debt/EBITDA, calculated on IHO's and Schaeffler AG's consolidated
accounts), currently with ample headroom. The covenant headroom
will decline in 2Q, as a result of the delayed payment of the
Dividend of Continental AG into 3Q and the weakness in Schaeffler
AG's operating performance during the production standstills in 2Q.
There are no debt maturities until 2024.

In its liquidity analysis for IHO-V, Moody's compares cash inflows
(that are the dividends received from SAG and Continental AG) with
cash outflows (that are costs and taxes, interest and dividends
paid). For 2020, based on the dividend payment of Schaeffler AG
(IHO-V share EUR220 million) and proposed dividends of Continental
AG (IHO-V share EUR216 million), Moody's expects cash inflows to
comfortably cover cash outflows. For costs and taxes, Moody's
assumes some EUR50 million, which is broadly in line with that in
the previous years. The interest paid is based on the 3.8% average
effective interest rate and amounts to approximately EUR150 million
(taking into account currency hedging effects). Moody's did not
take into consideration any major dividends to be paid to IHO
Beteiligungs GmbH. For 2021, Moody's assumes dividends received
within the 30% - 50% net income range for SAG and dividends for
Continental AG might decline compared to previous year level.

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

Moody's could downgrade IHO-V's ratings if its (1) market
value-based net leverage exceeds 40% on a sustained basis
(approximately 36%, based on share prices of Continental AG and
Schaeffler AG on June 04 24, 2020); (2) FFO interest cover
deteriorates below 2.0x (approximately 2.7x, based on proposed
dividends for 2019) on a sustained basis; (3) Moody's adjusted
debt/EBITDA remains above 3.0x (3.6x for 2019) sustainably and
Moody's adjusted EBITA margin fails to recover to above 8% (5.8% in
2019), both based on INA-Holding Schaeffler GmbH & Co. KG
statements that fully consolidate Schaeffler AG and Continental AG;
or (4) liquidity deteriorates.

Given the current market situation, Moody's does not anticipate any
short-term positive rating pressure. An upgrade of IHO-V's ratings
would require (1) a clearly formulated financial policy aimed to
preserve a conservative capital structure, (2) a market value-based
net leverage of 30% or less, and (3) FFO interest cover above 2.5x
on a sustained basis. An upgrade would also require (4) Moody's
adjusted debt/EBITDA to be sustained below 2.5x and Moody's
adjusted EBITA margin to be improved to around 10%, both based on
INA-Holding Schaeffler GmbH & Co. KG's financial statements that
fully consolidate Schaeffler AG and Continental AG. An upgrade
would also require (5) improved reporting at IHO-V level.

LIST OF AFFECTED RATINGS:

Issuer: IHO Verwaltungs GmbH

Confirmations, Previously Placed on Review for Downgrade:

LT Corporate Family Rating, Confirmed at Ba2

Probability of Default Rating, Confirmed at Ba2-PD

Senior Secured Regular Bond/Debenture, Confirmed at Ba2

Outlook Actions:

Outlook, Changed to Negative from Ratings Under Review

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Automotive
Supplier Methodology published in January 2020.

COMPANY PROFILE

Headquartered in Herzogenaurach, Germany, IHO Verwaltungs GmbH is a
holding company that owns 75% of share capital (and 100% of voting
rights) in SAG and 36% of share capital in Continental AG. Both
these assets are leading automotive suppliers in Europe. IHO-V is
ultimately owned through a holding structure by two members of the
Schaeffler family.

ZF FRIEDRICHSHAFEN: Moody's Confirms Ba1 CFR, Outlook Negative
--------------------------------------------------------------
Moody's Investors Service has confirmed the Ba1 corporate family
rating of ZF Friedrichshafen AG and its Ba1-PD probability of
default rating. Concurrently, Moody's has confirmed the senior
unsecured ratings of the company's subsidiaries ZF Europe Finance
B.V., ZF North America Capital, Inc. and TWR Automotive Inc. The
outlook on the ratings changed to negative from ratings under
review.

This rating action concludes a review for possible downgrade that
began on March 26, 2020.

"The confirmation of ZF's ratings reflects the expectation that the
company's credit metrics will gradually recover from the negative
impact of the global coronavirus outbreak and the recent
debt-funded acquisition of Wabco.", said Matthias Heck, a Moody's
Vice President -- Senior Credit Officer and Lead Analyst for ZF.
"ZF's margins and leverage will, however, remain weak for a Ba1
through 2022 and the negative outlook indicates the risk of a
downgrade if the global auto market does not recover as expected or
ZF fails to realize expected benefits from the Wabco acquisition.",
added Mr. Heck.

RATINGS RATIONALE

The confirmation of ZF's Ba1 ratings reflects Moody's expectation
that ZF remains profitable in a very difficult year 2020 (in terms
of Moody's adjusted EBITA) and will manage to gradually recover
margins towards its expected range of 5%-7% until 2022. This
expectation is supported by the company's actions to mitigate the
negative impact of the global coronavirus outbreak by cost
reduction and variabilization and capex reduction. The group's
profitability has been under pressure already before the Corona
crisis and hence Moody's believes that a turnaround back to
historic levels requires a firm grip on the group's cost base in
combination with no material underperformance of automotive demand
against its expectation. Given the company's history of high R&D
spending, which increased to 7.3% of sales in 2019, from 6.8% in
2018, Moody's recognizes the company's above sector average
flexibility to manage its cost base.

Following the closing of the fully debt-funded acquisition of Wacbo
at the end of May 2020, ZF's leverage will increase further from
5.1x at the end of December 2019 (3.7x without the pre-financing of
Wabco), to up to 7x at the end of 2020, before declining to below
5x in 2021 and below 4x in 2022. The de-leveraging will be driven
by the expected recovery in revenues and margins, as well as
gradual debt reduction due to continued positive free cash flows,
which Moody's expects to be between EUR500 million to EUR1,000
million per year after 2020.

Moody's forecasts for the global automotive sector a 20% decline in
unit sales in 2020, with a steep year-over year contraction in the
first three quarters followed a modest rebound in the fourth
quarter. Moody's expects 2021 industry unit sales to rebound and
grow by approximately 11%. However, future demand for vehicles
could be weaker than its current estimates, the already competitive
environment in the auto sector could intensify further, and ZF
could encounter greater headwinds than currently anticipated.

The 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 global automotive industry
is one of the sectors that will be most severely impacted by the
outbreak. Moody's regards the coronavirus outbreak as a social risk
under its ESG framework, given the substantial implications for
public health and safety.

ZF's Ba1 ratings reflect as positives the company's (1) leading
market position as one of the largest tier 1 global automotive
suppliers, combined with its sizeable industry-facing operations,
and, both, regional and customer, diversification; (2) clear focus
on innovation and new product development; (3) positive strategic
alignment to address the disruptive trends of automotive
electrification and autonomous driving; (4) relatively conservative
financial policy, as reflected in its moderate dividend payments,
which emphasizes debt reduction and cash flow generation; and (5)
good liquidity profile.

The ratings also reflect as negatives the company's (1) leverage,
with debt/EBITDA (Moody's adjusted) of 5.1x as of December 2019
(3.7x, excluding the pre-financing for Wabco), taking into account
the fact that the automotive industry is in a recession; (2) modest
operating profitability, with an EBITA margin of 3.8% (2019),
although broadly in line with the industry average; (3) continued
high capital and R&D expenditure, reflecting the group's focus on
innovation; and (4) the re-leveraging due to the acquisition of
Wabco.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects (i) the negative impact that the
global coronavirus outbreak will have on ZF's operating performance
and credit metrics at least into 2022, (ii) continued challenges in
the automotive industry, such as electrification and disruptive
technologies, which require ongoing high amounts of R&D spending
and limit free cash flow generation, and (iii) elevated leverage
due to the debt-funded acquisition of Wabco.

In this environment, it might be difficult for ZF to improve credit
metrics by the end of 2022 to levels, which Moody's expects for the
Ba1, including EBITA margins (Moody's adjusted) of at least 5%
(3.9% at December 2019), leverage of a maximum of 3.5x debt/EBITDA
(Moody's adjusted).

LIQUIDITY

ZF's liquidity profile is good. Main sources of liquidity for the
year 2020 comprise around EUR5 billion of cash and cash equivalents
as of December 31, 2019 and funds from operations estimated at
around EUR2.0 billion, as well as EUR3.0 billion available under
the undrawn revolving credit facility, due in July 2023. In early
2020, the company also had inflows from several tranches of
promissory notes ("Schuldscheindarlehen"), amounting to around
EUR575 million. In addition, the company secured additional EUR1.35
billion via a bridge term facility in May 2020. This amounts to
around EUR12 billion of liquidity sources, which substantially
exceed the company's expected cash needs of around EUR4.5 billion
for working cash (estimated at EUR1.0 billion), capital spending
(EUR1.5 billion), short-term debt maturities (EUR1.2 billion, of
which EUR410 million were already repaid as of March 26, 2020) and
cash outflow for dividend payments (EUR0.1 billion).

With the closing of the Wabco acquisition, which consumed nearly
EUR5 billion of liquidity (approximately EUR7.3 billion equity
value, partially covered with acquisition financing of EUR2.5
billion term loans and almost EUR200 million remaining bridge
loans), ZF's liquidity sources still exceed uses by around EUR3
billion for the next 12 months.

Apart from the short-term debt maturities in 2020, ZF has no major
debt maturities in 2020 and is compliant with financial covenants
(5.5 net debt / company adjusted EBITDA, during a covenant relief
period until 2Q 2021; 4.0x thereafter).

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

Given the current market situation, Moody's does not anticipate any
short-term positive rating pressure for ZF Friedrichshafen. A
stabilization of the market situation leading to a recovery in
metrics to pre-outbreak levels could lead to positive rating
pressure. More specifically adjusted Debt/EBITDA would have to drop
back sustainably below 3x with an EBITA margin sustainably above 7%
and positive free cash flow generation of at least EUR500 million
annually.

Further negative pressure would build if ZF fails to return to
meaningful operating profit generation from the second half of 2020
onwards. A prolonged and deeper slump in demand than currently
anticipated leading to more balance sheet deterioration and a
longer path to restoring credit metrics in line with a Ba1 credit
rating (EBITA margins of at least 5.0%; debt/EBITDA not exceeding
3.5x on a sustainable basis) could also lead to further negative
pressure on the rating. Finally, a weakening in ZF's free cash flow
generation to less than EUR500 million could lead to negative
pressure on the rating.

LIST OF AFFECTED RATINGS:

Issuer: TRW Automotive Inc.

Confirmations, Previously Placed on Review for Downgrade:

Senior Unsecured Regular Bond/Debenture, Confirmed at Ba1

Outlook Actions:

Outlook, Changed to Negative from Rating Under Review

Issuer: ZF Europe Finance B.V.

Confirmations, Previously Placed on Review for Downgrade:

BACKED Senior Unsecured Regular Bond/Debenture, Confirmed at Ba1

Outlook Actions:

Outlook, Changed to Negative from Rating Under Review

Issuer: ZF Friedrichshafen AG

Confirmations, Previously Placed on Review for Downgrade:

LT Corporate Family Rating, Confirmed at Ba1

Probability of Default Rating, Confirmed at Ba1-PD

Outlook Actions:

Outlook, Changed to Negative from Rating Under Review

Issuer: ZF North America Capital, Inc.

Confirmations, Previously Placed on Review for Downgrade:

BACKED Senior Unsecured Regular Bond/Debenture, Confirmed at Ba1

Outlook Actions:

Outlook, Changed to Negative from Rating Under Review

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Automotive
Supplier Methodology published in January 2020.

COMPANY PROFILE

ZF Friedrichshafen AG, headquartered in Friedrichshafen, Germany,
is a leading global automotive technology company specialized in
driveline and chassis technology as well as active and passive
safety technology. The company generates most of its revenue within
the passenger car and commercial vehicle industries, but also
delivers to other markets, including the construction and
agricultural machinery sector. ZF is one of the largest automotive
suppliers on a global scale, with revenue of EUR36.5 billion
(2019), similar in size to Robert Bosch GmbH, Denso and Magna. ZF,
which is owned by two foundations, employs more than 147,797 people
and is represented at about 230 locations in 41 countries.




=============
I R E L A N D
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BBAM EUROPEAN I: Fitch Rates Class F Notes 'B-(EXP)sf'
------------------------------------------------------
Fitch Ratings has assigned BBAM European CLO I Designated Activity
Company expected ratings.

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

BBAM CLO I DAC      

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

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

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

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

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

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

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

  - Subordinated; LT NR(EXP)sf Expected Rating   

TRANSACTION SUMMARY

BBAM European CLO I Designated Activity Company is a securitisation
of mainly senior secured obligations (at least 90%) with a
component of senior unsecured, mezzanine, second-lien loans and
high-yield bonds. Note proceeds will be used to fund a portfolio
with a target par of EUR250 million. The portfolio will be actively
managed by BlueBay Asset Management LLP. The collateralised loan
obligation has a three-year reinvestment period and a seven-year
weighted average life.

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'/'B-'
category. The Fitch weighted average rating factor of the
identified portfolio is 33, below the maximum WARF covenant for
pricing of 36.

High Recovery Expectations

At least 90% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets as
more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch weighted average recovery rate of the identified
portfolio is 63.57%, above the minimum WARR covenant for pricing of
63.5%.

Diversified Asset Portfolio

Exposure to the 10-largest obligors is covenanted at a maximum 20%
of the portfolio balance for assigning expected ratings. The
transaction also includes various concentration limits, including
the maximum exposure to the three largest (Fitch-defined)
industries in the portfolio at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management

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

Cash Flow Analysis

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

RATING SENSITIVITIES

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

  - A 125% default multiplier applied to the portfolio's mean
default rate, and with this subtracted from all rating default
levels, and a 25% increase of the recovery rate at all rating
recovery levels, would lead to an upgrade of up to five notches for
the rated notes, except for the class A notes as their ratings are
at the highest level on Fitch's scale and cannot be upgraded.

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

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

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

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

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

Coronavirus Baseline Scenario Impact

Fitch carried out a sensitivity analysis on the target portfolio to
envisage the coronavirus baseline scenario. The agency notched down
the ratings for all assets with corporate issuers on Negative
Outlook regardless of sector. This scenario shows resilience of the
notes' ratings, with substantial cushion across all rating
scenarios.

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Most of the underlying assets have ratings or credit opinions from
Fitch and/or other Nationally Recognised Statistical Rating
Organisations and/or European Securities and Markets
Authority-registered rating agencies.

Fitch has relied on the practices of the relevant groups within
Fitch and/or other rating agencies to assess the asset portfolio
information.

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

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.

OAK HILL VII: Moody's Confirms B3 Rating on Class F Notes
---------------------------------------------------------
Moody's Investors Service has confirmed the ratings on the
following notes issued by Oak Hill European Credit Partners VII
Designated Activity Company:

EUR27,200,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2031, Confirmed at Baa3 (sf); previously on Apr 20, 2020 Baa3
(sf) Placed Under Review for Possible Downgrade

EUR24,300,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2031, Confirmed at Ba3 (sf); previously on Apr 20, 2020 Ba3
(sf) Placed Under Review for Possible Downgrade

EUR10,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2031, Confirmed at B3 (sf); previously on Apr 20, 2020 B3 (sf)
Placed Under Review for Possible Downgrade

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

EUR240,000,000 Class A Senior Secured Floating Rate Notes due 2031,
Affirmed Aaa (sf); previously on Dec 7, 2018 Definitive Rating
Assigned Aaa (sf)

EUR31,100,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Affirmed Aa2 (sf); previously on Dec 7, 2018 Definitive
Rating Assigned Aa2 (sf)

EUR12,500,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Affirmed Aa2 (sf); previously on Dec 7, 2018 Definitive Rating
Assigned Aa2 (sf)

EUR25,200,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2031, Affirmed A2 (sf); previously on Dec 7, 2018 Definitive
Rating Assigned A2 (sf)

Oak Hill European Credit Partners VII Designated Activity Company,
issued in December 2018, is a collateralised loan obligation (CLO)
backed by a portfolio of predominantly European senior secured loan
and senior secured bonds. The portfolio is managed by Oak Hill
Advisors (Europe), LLP. The transaction's reinvestment period will
end in April 2023.

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 of the
portfolio 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 5.3% of the underlying portfolio. In addition, the
over-collateralisation levels have weakened slightly across the
capital structure. According to the trustee report dated 6 May
2020[1] the Class A/B, Class C, Class D and Class E OC ratios are
reported at 139.9%, 128.5%, 118.1% and 110.1% compared to October
2019[2] levels of 140.5%, 129.1%, 118.6% and 110.6% 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 398.8 million,
a weighted average default probability of 29.2% (consistent with a
WARF of 3442 over a weighted average life of 6.2 years), a weighted
average recovery rate upon default of 45.0% for a Aaa liability
target rating, a diversity score of 52 and a weighted average
spread of 3.61%.

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.

PRINCIPAL METHODOLOGY

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 June 2020. 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: (i) the manager's investment strategy and behaviour;
(ii) divergence in the legal interpretation of CDO documentation by
different transactional parties because of embedded ambiguities;
and (iii) 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.




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

DIOCLE SPA: Moody's Affirms B2 Corp. Family Rating, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and the B2-PD probability of default rating of Diocle S.p.A.
At the same time, Moody's has affirmed the B2 instrument rating to
the senior secured notes issued by the company. The outlook remains
stable.

RATINGS RATIONALE

Its rating action recognizes the company's strong footprint in the
Italian retail generics market, which exhibits robust market
fundamentals and is expected to support the company's continued
growth in generics. DOC Generici operates a broad portfolio across
therapeutic areas with low concentration and high barriers to
entry, and has a strong track record of profitability growth that
will support deleveraging over time.

The agency expects that the Moody's-adjusted gross leverage will
trend below 5.0x and that the company will generate
Moody's-adjusted free cash-flow above EUR30 million per year over
the coming 12 to 18 months, firmly positioning the company in its
rating category. The company's deleveraging trend and FCF
generation will be mainly driven by 1) an increase in organic
earnings as the company benefits from its strong footprint in the
Italian generics market, and in particular the Class A segment
where the company has now the second largest market share, with
19.1% at end-March 2020 [1], 2) the continued penetration of
generics in the Italian market thanks to a supportive regulatory
environment that is expected to endure in the foreseeable future,
and 3) the strong pipeline of drugs launched over the recent
years.

The first quarter 2020 financial results confirm DOC Generici's
strong position in the retail market and continued growth in
generic drugs in Italy, but also the positive effects of the
coronavirus and lockdown. Moody's views the coronavirus outbreak as
a social risk under its ESG framework, given the substantial
implications for public health and safety.

At the same time, DOC Generici's rating affirmation considers the
company's limited scale and geographic concentration in Italy, its
highly leveraged capital structure, and asset-light structure that
exposes the company to disruptions in the supply chain. In
particular, the company relies on external manufacturers and
developers. So far, there has been a limited impact of the
coronavirus outbreak on DOC Generici's suppliers. In response to
delays on deliveries and logistical issues, the company was able to
use current inventories to face the increased demand during the
first quarter of 2020. While acknowledging that DOC Generici has a
solid track record, and has a strong oversight over their key
suppliers, the asset-light model comes with a certain degree of
risk attached because the company does not control production or
the sourcing of active pharmaceutical ingredients.

OUTLOOK RATIONALE

The stable outlook reflects Moody's expectation that DOC Generici
will continue its strong track record of organic growth in sales
and earnings, and good liquidity. The stable outlook also
incorporates Moody's assessment of a prudent financial policy
towards acquisitions because its core focus is on the consolidated
Italian market, where Moody's would expect acquisitions, if any, to
be bolt-on in nature. Finally, the stable outlook reflects Moody's
expectation that DOC Generici will not distribute material funds to
shareholders.

LIQUIDITY

The company has a good liquidity, with cash balances of EUR61
million as of March 31, 2020 -- including EUR17.5 million drawn
from the super senior revolving credit facility out of EUR50
million, as a precautionary measure against the coronavirus crisis.
The company has no immediate debt maturities. The SSRCF has a
financial maintenance covenant, which will only be tested when the
facility is drawn by 40% or more. Moody's expects the company to
have significant capacity against this threshold, if tested.

Because of the company's asset-light model there are limited
amounts required for capital spending, while working capital swings
are generally modest, although the agency expects increased
variability in the first half of the year due to the increased
demand experienced during the first quarter. Nevertheless, the
rating agency cautions that DOC Generici's exposure to wholesalers
(around 60% of revenue) could, in more extreme scenarios, entail
larger working capital swings if the wholesalers draw on their
inventory levels rather than place new orders.

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

Upward pressure could arise if, DOC Generici (1) increases its
scale and improve its geographic diversification, and (2) if the
company's leverage ratio (defined as Moody's-adjusted gross
debt/EBITDA) trends below 4.0x on a sustained basis.

Conversely, downward pressure could develop if (1) the company's
Moody's-adjusted gross leverage ratio increases sustainably above
5.0x over the next 12 to 18 months, (2) there are unfavorable
developments in the Italian regulatory framework, materially
affecting the company's ability to sustain earnings and cash flow
growth, or (3) the company embarks on material debt-funded
acquisitions or significant shareholder distributions.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.

COMPANY PROFILE

Diocle S.p.A. is a leading Italian independent generics company
operating in the retail channel. The company only operates in the
Italian market and has operations across a wide variety of
therapeutic categories. ICG and Merieux Equity Partners acquired
DOC Generici from CVC in July 1, 2019 and hold a majority
shareholding position of 95% of ownership since then. DOC Generici
generated sales of EUR244 million for the last twelve months to
March 2020, with a reported EBITDA of EUR99 million for the same
period.




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

ALTISOURCE SOLUTIONS: Egan-Jones Lowers FC Sr. Unsec. Rating to B-
------------------------------------------------------------------
Egan-Jones Ratings Company, on June 10, 2020, downgraded the
foreign currency senior unsecured rating on debt issued by
Altisource Solutions, Inc. to B- from B.

Headquartered in Luxembourg, Altisource Solutions, Inc. provides
financial services.





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

METINVEST BV: Moody's Hikes CFR to B2 & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service has upgraded corporate family ratings and
probability of default ratings of Metinvest B.V. and MHP SE to B2
and B2-PD, respectively, from B3 and B3-PD. At the same time, the
agency upgraded the national scale ratings of Metinvest and MHP to
A1.ua and A2.ua, respectively, from A3.ua. Concurrently, the rating
outlooks on Metinvest's and MHP's ratings were revised to stable
from positive.

RATINGS RATIONALE

Its rating action follows Moody's upgrade of the Government of
Ukraine's long-term issuer and senior unsecured ratings to B3 from
Caa1. Concurrently, Ukraine's long-term foreign currency bond
ceiling was raised to B2 (from B3).

The main driver of the decision to upgrade Ukraine's ratings is the
recent approval of a new financing programme with the International
Monetary Fund, which will help to alleviate Ukraine's near-term
funding challenge and safeguard recent improvements in its external
vulnerability. The decision to upgrade the ratings also reflects
Moody's expectation that the new IMF programme will help to anchor
the reform progress achieved in recent years.

Business profile and financial metrics of Metinvest are fairly
strong for a B2 rating, while MHP is adequately positioned. Both
companies are directly exposed to Ukraine's political, legal,
fiscal and regulatory environment, despite a significant share of
export revenues, given that most or all of their assets are located
within the country.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook on Metinvest's and MHP's ratings is in line with
the stable outlook on Ukraine's sovereign rating, and reflects
Moody's expectation that the companies will sustain strong
operating and financial performance for their rating level and will
maintain healthy liquidity.

For MHP, the stable outlook reflects Moody's expectation, that the
company will work towards deleveraging to the level of below 3.0x
on a net debt/EBITDA basis, and maintain interest coverage measured
by EBITA/interest expense above 2.0x at all times.

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

Moody's could upgrade the ratings of Metinvest if it were to
upgrade Ukraine's sovereign rating and/or raise the
foreign-currency bond country ceiling, provided there is no
material deterioration in the company-specific factors, including
their operating and financial performance, market position and
liquidity. MHP's ratings are no longer constrained by Ukraine's
sovereign bond rating or ceiling, and have currently limited
upgrade potential, given the company's vulnerability to foreign
exchange rate fluctuations, cash flow volatility, and elevated
leverage.

Moody's could downgrade the ratings of Metinvest and MHP if it were
to downgrade Ukraine's sovereign rating and/or lower the
foreign-currency bond country ceiling, or the companies' operating
and financial performance, market position or liquidity were to
deteriorate materially. For MHP, an increase in leverage measured
by Moody's adjusted net debt/EBITDA to 3.5x on a prolonged basis,
and a decline in EBITA/interest to below 2.0x would exert negative
pressure on the ratings

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Steel is among the 11 sectors with a high credit exposure to
environmental risk, based on its Environmental risks heat map. The
global steel sector continues to face pressure to reduce CO2 and
air pollution emissions, and will likely incur costs to further
reduce these emissions, which could weigh on its profitability. In
addition, the shift to lighter-weight materials could lead to a
lower intensity of steel usage. Metinvest produces steel mostly via
the blast furnace/basic oxygen furnace route, which has a much
higher carbon footprint than the alternative electric arc furnace
route.

Metinvest has fairly broad goals of reducing environmental
footprint and introducing more efficient energy-saving technologies
in order to meet the best global standards in this area. Being a
vertically integrated company, Metinvest takes responsibility for
the whole production chain and continues to improve the
environmental footprint of its segments. In 2019, Metinvest spent
around $384 million (2018: $263 million) in environmental projects,
including $155 million of capital spending. Some of the notable
projects the company has been implementing in the area of its
environmental footprint reduction include reconstruction of sinter
plant, new dedusting system at blast furnace #3, replacement of gas
cleaning system at basic oxygen furnace #3 and refurbishment of a
sewage system at Ilyich Steel, overhaul of Azovstal's blast
furnaces #3 and #6, as well as major overhaul of its coke oven
battery #1, modernization of Central GOK's tailing facilities,
water supply and overhaul of slurry pipelines. Because of its iron
ore and coking coal production, the company is also exposed to
environmental, social and governance issues that are typical for a
company in the mining sector. The environmental risks include, but
are not limited to, soil and water pollution as a result of the
processes used in mining. Moody's generally views these risks as
very high for mining companies. Such hazards may include wall
collapses at the company's open-pit mines, flooding, underground
fires and explosions, and cave-in or ground falls at underground
mines. Metinvest has a comprehensive system of managing its
tailings facilities, none of which is located near local
communities while their condition is monitored on a regular basis.

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 steel sector
has been one of the sectors most significantly affected by the
shock given its sensitivity to demand and sentiment. More
specifically, the weaknesses in Metinvest's credit profile,
including its exposure to Europe have left it vulnerable to shifts
in market sentiment in these unprecedented operating conditions and
Metinvest would remain vulnerable to the outbreak if it continues
to spread. 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 also reflects the impact
on Metinvest of the breadth and severity of the shock, and the
broad deterioration in credit quality it has triggered.

The animal protein production sector is vulnerable to potential
disruption from the coronavirus pandemic. Mass contraction of the
virus by the plants' employees could result in the closure of the
premises and a significant loss in revenue for prolonged periods.
Moody's positively views the fact that MHP is implementing measures
— including shift work, social distancing, personnel health
monitoring and the timely isolation of infected workers — to
fight the pandemic at its facilities, as well as securing backup
workforce to ensure continuous operation.

Governance risks are an important consideration for all debt
issuers and are relevant to bondholders and banks because
governance weaknesses can lead to a deterioration in a company's
credit quality, while governance strengths can benefit a company's
credit profile. Similar to its peers in CIS, Metinvest has a
concentrated ownership structure. Metinvest's major shareholders
are System Capital Management (71.24%), which is ultimately owned
by Mr. Rinat Akhmetov, and SMART group (23.76%), which is
ultimately owned by Mr. Vadim Novinsky. The concentrated ownership
structure creates the risk of rapid changes in the company's
strategy and development plans, revisions to its financial policy
and an increase in shareholder payouts, which could weaken the
company's credit quality. The corporate governance risks are
mitigated by the fact that Metinvest demonstrates a good level of
public information disclosure, including a track record of regular
public reporting of audited consolidated financial statements
prepared in accordance with IFRS as well as quarterly operational
reporting. The risk that the company might favour shareholders'
interests over debt providers' amid substantial dividend
distributions is mitigated by the track record of the company
willingness to curtail its dividends distributions in case of need
(no dividends were paid out in 2015-17) as well as by the company's
commitment to a fairly conservative financial policy. Corporate
governance is augmented by the oversight of independent members,
which make up four out of 10 seats on the supervisory board of
directors of Metinvest, as well as via the relevant board
committees, with three out of four committees chaired by
independent members. On March 22, 2017 Metinvest completed the
process of restructuring of about $2.3 billion of fits financial
debt, owing to low commodity prices, reduced production volumes
amid the conflict in the Eastern Ukraine, and its inability to
refinance under these harsh circumstances.

MHP is a private company with a good representation of independent
and non-executive directors on the board with a track record of
employment by leading global financial institutions and
professional bodies. The company introduced an anti-corruption
policy in 2017 in accordance with applicable anti-corruption laws
of Ukraine, as well as global best practices. On January 21, 2020,
MHP approved a loan to its majority shareholder, WTI Trading
Limited ("WTI") in the aggregate amount of $80 million, as of March
31, 2020 $53.9 million were extended to WTI. The loans mature
before end of 2020, bear an interest rate of 8.25% and are
unsecured. The company confirms that the loans are permitted
investments as they do not exceed 10% of assets, were issued on
arm's length terms and at fair market value. The transaction
represents material cash outflow for MHP, and comes at a time when
the company's net debt/EBITDA incurrence covenant embedded in the
Eurobond documentation has been exceeded. Moody's views this
practice as a potential signal of weakening corporate governance
standards, that could trigger a downward reassessment of MHP's
financial policy, if it persists in the future.


REPSOL INTERNATIONAL: Fitch Rates Subordinated Notes 'BB+'
----------------------------------------------------------
Fitch Ratings has assigned Repsol International Finance BV's
subordinated notes a 'BB+' rating. The notes are guaranteed by
Repsol S.A. (BBB/Stable).

Repsol plans to use the proceeds to refinance the EUR1 billion
hybrid bond issued in 2015 and also for general corporate
purposes.

The rating for the hybrid capital security reflects the highly
subordinated nature of the notes, considered to have lower recovery
prospects in a liquidation or bankruptcy scenario. The equity
credit reflects the structural equity-like characteristics of the
instruments including maturity in excess of five years and
deferrable coupon payments. Equity credit is limited to 50% given
the cumulative coupon deferral, a feature considered more debt-like
in nature.

KEY RATING DRIVERS

Key Rating Drivers of the Notes

Ratings Reflect Deep Subordination: Fitch has notched the notes
down by two notches from Repsol's Long-Term Issuer Default Rating
given their deep subordination and consequently, the lower recovery
prospects in a liquidation or bankruptcy scenario relative to the
senior obligations of the issuer and guarantor.

Equity Treatment Given Equity-Like Features: The securities qualify
for 50% equity credit as they meet Fitch's criteria with regards to
remaining effective maturity of at least five years, full
discretion to defer coupons for at least five years and limited
events of default. These are key equity-like characteristics,
affording Repsol greater financial flexibility.

Cumulative Coupon Limits Equity Treatment: The interest coupon
deferrals are cumulative, which results in 50% equity treatment and
50% debt treatment of the hybrid notes by Fitch. Despite the 50%
equity treatment, Fitch treats coupon payments as 100% interest.
The company will be obliged to make a mandatory settlement of
deferred interest payments under certain circumstances, including
the payment of a dividend. This is a feature similar to debt-like
securities limiting the equity credit.

Effective Maturity: Fitch will treat 11 June 2046 and 11 December
2048 as an effective maturity for the six year and 8.5 year
non-call notes, respectively, due to the fact that at those dates
the cumulative coupon step-up will exceed 1%. In line with its
criteria, Fitch will cease to apply 50% equity credit to the
instruments five years prior to these dates.

Key Rating Drivers for Repsol

Resilience Plan 2020: The recent drop in oil prices has resulted in
elevated pressure on oil and gas companies' finances and
operations. Fitch expects oil prices to average USD35/bbl in 2020
compared with USD65/bbl in 2019, with prices steadily rising to
USD55/bbl in the long term. Repsol recently announced the plan to
reduce operating expenses in 2020 by EUR350 million, capex by EUR1
billion and optimise working capital resulting in an inflow of
EUR800 million. The share buyback planned for July 2020 was
cancelled. With these measures in place, Repsol expects its net
debt to remain stable over 2020 compared with the end-2019 level,
despite more challenging macro conditions.

Low Production Costs, Strong Liquidity: Fitch believes that
Repsol's low production costs of 6.4 USD/boe on a consolidated
basis excluding JVs (USD6.1/boe for total production) compare well
with larger peers such as Eni SpA (A-/Stable, USD6.3/boe) or BP Plc
(A/Stable, USD6.5/boe). Repsol has also recently boosted its
liquidity by increasing available credit lines by EUR1.5 billion
and issuing EUR1.5 billion bonds. The hybrid securities will
further enhance Repsol's liquidity position. Low production costs
coupled with good access to funding should help Repsol navigate
difficult market conditions expected in 2020.

Leverage Metrics in Line With Guidance: Fitch forecasts Repsol's
EBITDA to decrease yoy by 46% in 2020 with lower cash taxes as well
as working capital inflow on lower oil and gas prices supporting
free cash flow. Fitch expects macro conditions to normalise in 2021
and the gradual recovery in hydrocarbon prices to drive the
normalisation of EBITDA to levels commensurate with Repsol's strong
business profile. Despite some deterioration, Fitch forecasts
Repsol's leverage metrics to remain comfortably below its negative
guideline over 2020-23. This underpins the Stable Outlook despite
the expected near-term weaker performance.

Net Zero Emissions by 2050: Repsol aims to achieve net zero
emissions by 2050, which drives the approach the company intends to
take for managing its operations in specific segments. In the
upstream segment Repsol aims to focus on value and cash flow
generation as well as maximising production from projects already
developed to minimise the risk of stranded assets. The downstream
segment will add more stringent de-carbonisation goals and grow
production of biofuels and chemical products with a low carbon
footprint. Repsol also plans to boost low-carbon electricity
generation through 2025. Details of the plan are expected to be
presented during 2020.

New Targets Long-Term Positive: In recent years, public attention
on environmental issues has considerably increased and investment
in carbon-free technologies has gathered pace. Similar ambitious
long-term targets to minimise carbon footprints have recently been
announced by other oil and gas companies. In the longer term, the
change in energy mix away from hydrocarbons is inevitable and
companies that build expertise and scale early, will be in a
stronger position to withstand the change.

DERIVATION SUMMARY

Repsol compares well with Fitch-rated EMEA peers such as OMV AG
(A-/Negative) and MOL Hungarian Oil and Gas Company plc
(BBB-/Stable). Repsol benefits from a larger scale and more
diversified operations with an upstream output of 707 mboe/d
(including 282 mboe/d from JVs in 2019) and a refining capacity of
1,000 mbbl/d versus OMV's 487 mboe/d and 347mbbl/d (excluding the
stake in the Ruwais refinery in the UAE), and MOL's 101 mboe/d and
417 mbbl/d, respectively.

Repsol trails larger EMEA peers such as Eni SpA, which has a
significantly larger upstream scale (1.7 mmboe/d) and EBITDA (EUR17
billion), even though Eni's refining capacity of 488 mbbl/d is
smaller than Repsol's. Repsol has historically had a less
conservative financial profile than comparable peers.

KEY ASSUMPTIONS

  - Fitch oil price assumption of USD35/bbl in 2020, USD45/bbl in
2021, USD53/bbl in 2022, and USD55/bbl thereafter

  - Capex in line with company guidance and dividends of EUR0.4
billion annually

  - Lower, but improving, dividends from associates, in line with
oil price recovery

RATING SENSITIVITIES

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

  - FFO net leverage below 2.2x on a sustained basis

  - Stable oil and gas production

  - Improvement in the business profile, e.g. significant growth of
renewable energy generation with strong profitability

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

  - FFO net leverage above 2.7x on a sustained basis

  - Longer-and deeper-than expected in magnitude of the coronavirus
crisis impact on oil and gas demand and prices

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: As of end-2019, Repsol reported cash and cash
equivalents of EUR3.0 billion, and marketable securities of EUR2.5
billion, which covered short-term debt of EUR5.2 billion. Repsol's
liquidity position is supported by undrawn committed credit lines
of EUR1.8 billion increased by an additional EUR1.3 billion
committed credit lines secured in 2020. Repsol also placed EUR1.5
billion bonds in April 2020. The hybrid notes issuance will further
boost Repsol's liquidity.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch excluded EUR2.9 billion loan granted by Repsol Sinopec Brasil
S.A. from Repsol's gross debt at end-2019.

Fitch assigned a 50% equity credit to Repsol's EUR2 billion hybrid
notes.




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

NORWEGIAN AIR: To Resume UK Flights Due to Increased Demand
-----------------------------------------------------------
The Scotsman reports that airline Norwegian Air has announced it
will resume serving UK airports from July 1 due to increased
demand.

According to the Scotsman, the carrier will initially operate
flights on four UK routes, connecting Gatwick and Edinburgh with
Oslo and Copenhagen.

Since April, Norwegian has only operated domestic flights within
Norway due to the collapse in passenger numbers caused by the
coronavirus pandemic, the Scotsman notes.

The airline has introduced a series of enhanced safety and hygiene
measures, including requiring passengers to wear face masks,
banning hand luggage from being put in overhead lockers and not
operating a catering service, the Scotsman discloses.

In May, the airline secured a GBP221 million loan backed by the
Norwegian government as part of a rescue package to ensure its
survival amid huge losses, the Scotsman recounts.




===========
R U S S I A
===========

BALTIC LEASING: Fitch Affirms BB LongTerm IDRs, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Baltic Leasing JSC's Long-Term Issuer
Default Ratings at 'BB' with Stable Outlook.

KEY RATING DRIVERS

The ratings of BaltLease reflect its assessment of the ability and
propensity of BaltLease's shareholder, PJSC Bank Otkritie Financial
Corporation, which acquired control of BaltLease in January 2019,
to provide support to its subsidiary.

In Fitch's view, the ability of Bank Otkritie to support is
underpinned by its state ownership (fully owned by the Central Bank
of Russia). Fitch sees a moderate probability of support from the
Russian government (BBB/Stable) for Bank Otkritie in case of need.
Given BaltLease's small size compared with Bank Otkritie's (1.4% of
the bank's consolidated assets at end-2019), Fitch believes that
any sovereign support extended to Bank Otkritie would likely also
be available to BaltLease if needed as the authorities would have
few incentives to restrict support from Bank Otkritie to
BaltLease.

Bank Otkritie's potential propensity to support is underpinned by
the bank's majority 99.5% ownership of BaltLease and significant
volume of funding provided by the bank (91% of BaltLease's bank
funding at end-1Q20). However, currently limited, albeit growing,
integration between BaltLease and Bank Otkritie, and different
branding may constrain Bank Otkritie's propensity to support.

BaltLease's standalone assessment reflects a healthy
through-the-cycle performance, solid profitability, small credit
losses, sound underwriting and collection function, minimal market
risks, as well as adequate liquidity and leverage.

Sound underwriting standards, a granular portfolio and an effective
collection function have resulted in limited credit losses at below
1%. However, Fitch expects an increase in cost of risk, driven by
potential asset-quality deterioration and portfolio shrinkage in
2020 due to the coronavirus crisis and oil price slump both
negatively impacting Russia's operating environment.

The risks to the standalone performance are partly balanced by a
sound loss-abortion capacity supported by healthy profitability and
adequate leverage. BaltLease's healthy net interest margin (2019:
12%), coupled with low operating spending and minimal final credit
losses, resulted in a strong pre-tax return on average assets of
6.3% in 2019.

Gross debt/tangible equity was adequate at 5.1x at end-1Q20, while
net debt/tangible equity was 4.9x and has not exceeded management's
aim to maintain it at no more than 5x. Fitch expects leverage to
remain at about 5x in 2020 due to lower new business.

Access to parent funding, the absence of maturity mismatches
between BaltLease's lease portfolio and non-equity funding and
short-term nature of assets mitigate refinancing and liquidity
risks. Most funding is unsecured, resulting in mostly unencumbered
assets and the equalisation of BaltLease's unsecured debt rating
with the Long-Term IDR.

RATING SENSITIVITIES

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

  - An upgrade of the Russian sovereign rating.

  - Increasing integration witin Bank Otkritie or evidence that
BaltLease is becoming more core to Otkritie's overall business
model and strategy would also be credit-positive.

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

  - Negative rating action on Russia.

  - Negative developments in the willingness of the Russian
authorities to support Bank Otkritie such as reduced ownership,
which is not expected in the near-term, could lead to negative
rating action for BaltLease.

  - Similarly, reduced ownership of BaltLease by Bank Otkritie
would also be credit-negative.

The senior debt rating of BaltLease will move in tandem with the
Long-Term IDR.

BEST/WORST CASE RATING SCENARIO

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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).


EUROPLAN: Fitch Affirms 'BB' LongTerm IDRs, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed Joint Stock Company Leasing company
Europlan's Long-Term Issuer Default Ratings at 'BB', with a Stable
Outlook.

The Stable Outlook reflects the resilience of the company's
business model with well controlled credit risk and a record of
robust performance in 2008 and 2015 crisis. The operating
environment could pressure the company's credit quality and
profitability but Fitch expects the negative effects to be
contained and as a result the rating to be resilient.

KEY RATING DRIVERS

As a market leader in the autoleasing segment Europlan benefits
from a strong franchise. The company focuses on financial leasing,
predominantly to SMEs. Fitch expects Europlan's core clientele to
be affected by the lockdown as well as longer-term consequences
from the economic turmoil from the coronavirus outbreak.

Fitch expects that the company will keep credit costs under control
despite a potential significant weakening of payment discipline.
Down payments averaging 23%, high liquidity of underlying assets
and a record of quick and efficient workout support its assessment
of Europlan's asset quality. Pre-impairment profit was a strong 10%
of average lease book in 2019. While Fitch expects a much weaker
metric in 2020, this would still provide a solid buffer against the
credit risk.

The company's data shows manageable effect on collections from
lockdown, with around 11% three-months deferrals (of net leases)
and 1% new defaults during April and May 2020 combined.

Europlan maintained very strong profitability in 2019 and 1Q20 with
return on average assets around 7%. Commission income covered
around half of operational expenses. Impairment charges consumed a
modest 5% of operational profit in 1Q20 (3% in 2019).

Fitch expects muted growth in 2020-2021 will underpin the capital
position. The leverage determined as debt-to-tangible equity had
improved to 3.9x by end 1Q20. The company paid RUB1.0 billion
dividends in May-2020 and plans another RUB1.8 billion distribution
in December 2020 both counting against RUB4.8 billion 2019 profit.
In the longer term, Fitch expects the company's leverage to shift
towards 4.5x (a comfortable level designated by management).

Europlan is predominantly funded by Russian banks. Refinancing risk
is limited, mitigated by a record of market borrowings and the
short tenor of the lease book, which largely matches funding
maturities. The company had built up a cash cushion of RUB7 billion
as of June 1, 2020 in preparation for the potential redemption of
RUB5 billion bond under the put option on in July. A debt
amortisation schedule with no significant quarterly spikes matches
the asset duration.

ESG - Group Structure: Europlan has an ESG Relevance Score of '4'
for Group structure stemming from a ownership by Safmar FI holding
and ultimately by Gutseriev's family. Europlan reports no
meaningful credit exposure to related parties and company's policy
limits dividend payout at 100%. The latter remained below 50% in
2018-2019 but Fitch notes potential risks as the parent group seeks
cash to settle the obligations under agreement with CBR which
stretches the leverage further up in the structure.

RATING SENSITIVITIES

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

An upgrade of Europlan's ratings is unlikely in the near term due
to the turbulent operating environment and the expected pressure on
asset quality. Stabilisation and strengthening of the broader
economy coupled with excellent financial metrics would create
positive momentum for the rating over the longer-term.

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

The ratings could be downgraded if Europlan's strong asset quality
and performance weaken significantly, to the extent that it results
in a marked increase in its leverage ratio (to above 5.5x) or
compromises the quality of capital.

Aggressive cash upstream or shareholder intervention that
compromise risk appetite, leverage or asset quality would also lead
to a downgrade.

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

Joint Stock Company Leasing company Europlan has an ESG Relevance
Score of '4' for Group Structure. Ownership has an impact on
Europlan's profit retention and is relevant to the ratings in
conjunction with other factors.

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


LLC DELOPORTS: Fitch Cuts LT IDR & Unsecured Rating to B+
---------------------------------------------------------
Fitch Ratings has downgraded LLC DeloPorts' Long-Term Issuer
Default Rating and RUB3 billion unsecured bond rating to 'B+' from
'BB-' and removed the ratings from Rating Watch Negative. The
Outlook is Stable.

RATING RATIONALE

The downgrade follows the completion of debt-funded acquisition of
a further 49.64% stake in PJSC TransContainer in April 2020. Delo
Group now controls 99.64% of shares in TC, the largest intermodal
container operator in Russia. The acquisition, which started with a
purchase of 50% plus two shares stake in December 2019, is
significant and transformative for the Group but has a negative
impact on its financial profile.

Fitch aligns DeloPorts' rating with the consolidated credit profile
(B+) of its parent company LLC Management Company Delo. Fitch
assesses the linkage between DeloPorts and MC Delo as strong,
underpinned by solid operational ties, based on Fitch's Parent and
Subsidiary Rating Linkage criteria. Fitch believes that MC Delo can
move cash around the consolidated perimeter if needed. The rating
perimeter includes the debt and assets of Delo Group consolidated
at MC Delo, mainly LLC DeloPorts and PJSC TransContainer.

DeloPorts' Standalone Credit Profile of 'BB-' is unchanged and
reflects the business profile of a secondary port of call exposed
to cargo concentration and competition. The business profile risk
is balanced by still moderate leverage compared to peers. The SCP
aligns well with peers and criteria.

The Stable Outlook reflects Fitch's expectations of strong
deleveraging for MC Delo's consolidated profile to bring leverage
even more comfortably within the current sensitivities.

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

KEY RATING DRIVERS

Concentrated Exposure to Commodity Cargo: Volume Risk - Weaker

DeloPorts is a secondary port of call with business segment
concentration. The container segment remains mostly import-oriented
but with a growing export component and throughput is diversified.
Maersk accounted for 44% of container throughput in 2019. The grain
segment is fully export-oriented.

Grain volumes may be affected by weather conditions and exports
could be subject to Russian policy decisions. Grain export
destinations are diversified. A large portion of grain
transhipments are handled by US agribusiness company Cargill, a
minority shareholder in the grain terminal. DeloPorts operates in a
dynamic and competitive environment in both the container and grain
segments. There are similar competing container and grain terminals
in the port of Novorossiysk. DeloPorts also competes indirectly
with other container terminals in the Baltic Sea region and the Far
East, and with other deep-water grain ports in the Black Sea.

Competition Dampens Price Flexibility: Price Risk - Midrange

DeloPorts' contracts are short-term. Some contracts have limited
take-or-pay or minimum volume guarantees. Tariffs are unregulated
and charged in US dollars for containers and roubles for grain.
Competition dampens price flexibility.

Expansion Lifting Capacity Constrains: Infrastructure Development
and Renewal - Midrange

DeloPorts' facilities have been operating close to estimated
capacity and the company has been undertaking a major expansion
programme. The commissioning of the NUTEP container terminal
expansion increased capacity to 700,000 20-foot equivalent units
and enabled it to receive larger vessels. The project, known as
deep-water containerBerth No. 38, improved the port's competitive
advantage. Investments in KSK, the grain terminal, aim to increase
its throughput to 7.0 million tonnes and modernise the associated
infrastructure. The investments include construction of Berth No.
40A. After completion of the current investment cycle, the company
will command modern facilities for handling both types of cargo.

DeloPorts has been funding the NUTEP capex through additional
external debt and the KSK capex through a combination of internally
generated funds and external debt. Fitch does not expect
significant maintenance capex over the medium term.

Exposed to Refinancing Risk: Debt Structure - Midrange

Debt at DeloPorts is unsecured and fixed rate compared with
partially floating rate bank debt at the operating companies'
level. The company's debt is non-amortising with maturity
concentration, while the operating companies' debt is mainly
amortising and secured on operating assets. Container tariffs
linked to US dollars partially lower the group's foreign-exchange
risk. The rated bonds are effectively uncovenanted but DeloPorts'
other bonds are subject to financial covenants. There are no
liquidity reserve provisions.

ESG Impact

Deloports has an ESG Relevance Score of '4' for 'Governance
Structure' as the debt-funded acquisition of TC by MC Delo, with
the lack of effective ring-fencing of DeloPorts, was one of the key
drivers of the downgrade.

PEER GROUP

Russian port operator Global Ports Investments Plc (GPI;
BB+/Stable) is DeloPorts' closest peer. GPI is materially larger
than DeloPorts, has a dominant position in the Russian container
market and more transparent corporate governance, as it is listed
on the LSE. The more robust business profile despite similar
leverage (five-year average leverage of 3.5x with a spike in 2020)
supports the higher rating compared with DeloPorts' SCP.

Turkish ports Global Liman Isletmeleri A.S. (B/RWN) is also a
comparable peer. It has a 'Weaker' volume risk assessment, with
leverage remaining above 4.5x until 2023. Global Liman has more
volume concentration than DeloPorts, at least in its commercial
segment. Significant M&A risks weigh on its credit profile.

RATING SENSITIVITIES

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

  - Projected five-year average Fitch adjusted net debt/EBITDAR of
the consolidated MC Delo credit profile below 3.8x in the rating
case.

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

  - Projected five-year average Fitch adjusted net debt/EBITDAR of
the consolidated MC Delo credit profile exceeding 4.8x in the Fitch
rating case.

  - A failure to manage refinancing risk.

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

DeloPorts is a Russian holding company that owns and operates
several stevedoring assets of Delo Group in the Russian port of
Novorossiysk. Its two main subsidiaries are the container terminal
NUTEP (in which DeloPorts holds 100%) and the grain terminal KSK
(in which DeloPorts holds 75% - 1 share).

CREDIT UPDATE

Acquisition of TransContainer

In April 2020, DeloPorts' parent company, MC Delo (through a
subsidiary LLC Delo-Centre), completed a further purchase of 49.64%
stake in TC for RUB59.9 billion. The further purchase, conducted as
part of a mandatory offer, increased MC Delo's stake in the largest
intermodal container operator in Russia to 99.64% from 50% plus two
shares. MC Delo acquired the original stake for RUB60.3 billion in
December 2019.

The total transaction consideration of over RUB120 billion was
funded through RUB90 billion medium-term debt at MC Delo provided
by Sberbank and cash available from the sale of a 30% share of
equity capital of MC Delo to Atomenergoprom, a subsidiary of State
Atomic Energy Corporation Rosatom. In addition, there is a partial
upstream guarantee from DeloPorts.

The mostly debt-funded acquisition is significant and
transformative for the Delo Group. It changes the business and
financial profile of the Delo Group, and also the rating perimeter
in deriving DeloPorts' rating.

The financial profile was negatively affected by the requirement of
Delo Group to buy out the stakes of TC's minority shareholders,
creating an additional potential liability.

Weak Grain Exports, Encouraging Container Volumes

Grain volumes plummeted by 25% in 2019 to 3.6 million tonnes,
primarily due to poor harvests caused by adverse weather conditions
in 2018. The lower supply resulted in lower grain shipments.

The weakening of the rouble in 2014-2015 stimulated production and
exports of grain in the past. However, a stronger rouble,
introduction of levies or quotas or other administrative export
barriers (e.g. sanctions) coupled with transportation costs may
affect export volumes even if crops improve.

Container volumes in 2019 were up 13% to 375,000 TEUs following 10%
growth the previous year. Growth in container volumes strengthened
DeloPorts' market position in the Azov-Black Sea basin. Improved
macroeconomic stability, consumer demand and increased
containerisation of Russian exports supported the volumes. The
expansion of NUTEP provided room for further growth of container
traffic in Azov-Black Sea basin. NUTEP is the largest container
terminal in Novorossiysk. Containerisation of the Russian market is
low but the market is volatile.

Opening of deep-water container Berth No. 38 Improves Port's
Competitive Advantage

The construction of the berth No 38 was completed in July 2019 and
put into commercial operation at the end of August 2019. The
expansion of the NUTEP terminal enables to receive vessels with
capacity of up to 10,000 TEUs and considerably improves the port's
competitive advantage for large international shipping lines. The
capacity of the NUTEP terminal increased to to 700,000 TEU.

Financial Performance behind Expectations

DeloPorts' overall financial performance in 2019 was below Fitch's
expectations. The low grain export volumes affected the financial
results. DeloPorts' consolidated reported 2019 EBITDA decreased by
25% to USD104 million.

COVID-19 Outbreak

The recent outbreak of coronavirus and related government
containment measures worldwide creates an uncertain global
environment for port sector, particularly container traffic, in the
near term. The pandemic is leading to an unprecedented impact on
the Russian economy. However, DeloPorts' most recently available
performance data indicate a strong performance of container volumes
(+26% year-on-year) for the first three months of 2020. Fitch
expects a material slowdown of seaborne container volumes growth in
2020 and 2021.

FINANCIAL ANALYSIS

Fitch Cases

Key assumptions within its rating case are:

Container volumes to remain flat in 2020 and 2021;

Average revenues per TEU at around USD185 for the next three
years;

Grain volumes to recover and stabilise at around 4.2 million tonnes
a year in 2021-24;

Growth capex over USD50 million in the next three years;

Dividend payments of 100% of net income to support the debt service
at MC Delo;

Financial Profile

Under Fitch's rating case, Fitch expects projected five-year
average Fitch's adjusted net debt/EBITDAR for DeloPorts' SCP to
reach 3.5x. The leverage peaks at 4.0x in 2020 under the rating
case as the company faces challenging economic environment and is
at the peak in its investment cycle.

Under Fitch's rating cases, Fitch expects projected five-year
average Fitch's adjusted net debt/EBITDAR of the consolidated MC
Delo profile to reach 4.3x. The adjustments to the new financial
profile and challenging trading environment will see leverage
peaking at 5.8x in 2020 under the rating case.

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

LLC DeloPorts: Governance Structure: 4

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


MAGNIT: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' ratings on Russia-based
retailer Magnit.

S&P said, "The affirmation reflects our view that Magnit's margin
will improve moderately in 2020, albeit lingering strain from
COVID-19-related safety expenses. In line with our previous
expectations, Magnit's profitability declined in 2019, with S&P
Global Ratings-adjusted EBITDA margin down to 10.9% from 12.0% in
2018. This resulted from a combination of factors, including the
pressure on gross margins from the promotional activity and one-off
costs (such as losses related to the fire at one of Magnit's
distribution centers). That said, we understand that the group has
undertaken a number of strategic initiatives to improve
profitability, including better inventory management practices and
overheads optimization. These measures, in our view, should, to
some extent, alleviate the pressure on margins from
COVID-19–related safety measures in 2020, allowing Magnit to
demonstrate moderate margin improvement in 2020-2021. We consider
that, in first-quarter 2020, Magnit's reported EBITDA margin
remained broadly unchanged year-on-year (yoy) at 10.6%. This was
despite the lower gross margin of 22.7%, compared with 23.4% a year
before (although having improved by 1.0% versus the previous
quarter), resulting from a higher increase of promotional activity
share not fully balanced by margin improvement, and additional
price investment under loyalty programs, according to management.
Going forward, we forecast that Magnit's margin will recover
moderately to just above 11%, although staying below the levels of
2018. We note that Magnit's profitability, as measured by EBITDA
margins, remains higher than that of most food retailers in Europe,
Middle East, and Africa, benefiting from the group's large scale of
operations in Russia and resulting bargaining power with suppliers,
above-average share of private labels in its product mix for the
Russian market (about 10% for Magnit), own production, and sound
share of directly imported products in the cost base.

"Lower capex and more favorable interest rates than in our previous
base case should support deleveraging in 2020-2021, but the
headroom under the existing rating is thin.

"Our current base case for 2020 includes lower capex than in our
previous base case. More specifically, we now expect that Magnit
will spend around Russian ruble (RUB) 60 billion-RUB65 billion
versus close to RUB70 billion previously, which is still above the
RUB57 billion spent in 2019. We factor in that management assumes
even lower capex of around RUB50 billion in 2020. We factor in that
capex in the first quarter was 25% lower yoy due to slower
expansion and refurbishment program. Lower capex should support
Magnit's cash flow generation capacity in the short term, in our
opinion. We believe, nevertheless, that the headroom within the
existing rating level remains tight, and there is no room for
operating underperformance or increased dividend payouts. For
example, even a slight shortfall in earnings or cash generation
could cause funds from operations (FFO) to debt to slide toward
20%, our threshold for a negative rating action. Moreover, compared
with other rated corporate issuers in Russia, at 67%, Magnit's
share of short-term debt in its capital structure (excluding
operating leases) as of end of March 31, 2020, is high and its
average debt duration of 1.7 years is relatively low, especially
compared with the peers in the developed markets. We factor in that
Magnit has refinanced a substantial portion of its short-term debt
in second-quarter 2020. Nevertheless, we note that such reliance on
short-term funding elevates the risk of a possible liquidity
shortfall if the capital or bank markets were to close for a
prolonged period and could expose the company to a refinancing
risk."

High management churn may curb Magnit's potential to sustain a
long-term growth strategy.

S&P said, "We are mindful that Magnit's senior management setup
underwent multiple changes in 2018-2019. We generally consider high
management rotation as a significant risk to execution of the
growth strategy in the longer term, challenging its capacity to
execute the operational turnaround or putting at risk the
sustainability of Magnit's market share, given that competition in
the Russian food retail market remains very stiff, including in the
e-grocery segment which Magnit has recently entered. That said, we
factor in that the current CEO Mr. Jan Dunning and CFO Ms. Elena
Milinova, who joined Magnit in 2019 and 2018, respectively, have
substantial experience in food retail. We believe this should help
Magnit implement its operational turnaround strategy. In
particular, Lenta, where Mr. Dunning worked as CEO between 2009 and
2019, has a track record of implementing cost-efficiency programs.

"The stable outlook reflects our view that Magnit will hold on to
its strong position in the Russian grocery market amid somewhat
softer demand and a highly competitive trading environment. We
expect Magnit to sustain its like-for-like sales growth and
adjusted EBITDA margin at 11.0%-11.5% in 2020-2021, supported by
continued execution of the group's strategic initiatives. The
stable outlook also incorporates our view of S&P Global
Ratings-adjusted debt to EBITDA of 3.2x-3.3x, FFO to debt of
20%-22%, positive reported FOCF (after all lease payments), and our
expectation of adequate liquidity and average debt maturity of at
least two years."

Downside scenario

S&P said, "We would consider a negative rating action in the next
6-12 months if Magnit loses some of its market position due to
stringent competition in the Russian food retail market. Ratings
pressure would also stem from Magnit's inability to sustain its
positive like-for-like growth trend, or if its margins underperform
our current assumptions, for example, due to softer macroeconomic
environment or inability to execute the operational turnaround.
This would lead to FFO to debt falling to, or below, 20%. We would
also consider a negative rating action if high management churn
jeopardizes the viability of Magnit's long-term growth strategy, or
if the financial policy becomes more aggressive. Furthermore, a
negative rating action might follow Magnit's reliance on short-term
financing, leading to shortening debt portfolio duration and
enhancing the liquidity and refinancing risk.

"We view a positive rating action over the next 6-12 months as
unlikely at this stage. This is due to relatively limited headroom
under the rating, even taking into account our base-case
projections of improvements in trading and credit metrics.
Additionally, COVID-19 fallout created pronounced uncertainty that
affects trading conditions over the medium term and curbs upside
potential for Magnit at this time."


MOBILE TELESYSTEMS: S&P Affirms BB+' ICR Despite Higher Leverage
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issuer credit
rating on Russian telecom operator Mobile TeleSystems PJSC (MTS),
which remains capped at two notches above that on its parent,
Sistema PJSFC.

S&P said, "Our leverage expectation leaves limited headroom under
the 2.5x maximum leverage threshold for the 'bbb-' SACP.  Our
current leverage expectation of 2.3x-2.5x for 2020-2021 is
materially higher than our previous leverage forecast of about
1.8x-2.0x. S&P Global Ratings-adjusted leverage gradually increased
to 2.5x as of first-quarter 2020 from 1.9x in 2018. MTS paid a
special dividend of Russian ruble (RUB) 26.5 billion in
first-quarter 2020 after divesting its mostly unleveraged Ukrainian
division in fourth-quarter 2019. In first-half 2019, the company's
leverage had already increased due to the payment of RUB55.6
billion to the SEC as part of the settlement of claims related its
former Uzbekistan operations. These payments come on top of MTS'
regular annual shareholder remuneration of about RUB70 billion,
which fully absorb the company's free operating cash flow. MTS'
financial policy allows for some leverage increase because it
targets reported leverage at or below 2x (which corresponds with
S&P Global Ratings-adjusted leverage of 2.7x-2.9x, taking into
account IFRS-16's impact and MTS bank deconsolidation) compared
with reported leverage of 1.6x at first-quarter-end 2020. Our
base-case scenario assumes that adjusted leverage could remain at
or below 2.5x in 2020-2021 factoring existing shareholder
remuneration plans and no material mergers and acquisitions.
However, should the company's reported leverage increase to 2x, we
would likely lower the SACP to 'bb+'.

"We expect the recession to have a modest impact on MTS' operating
performance.  We expect the company's revenues and EBITDA to
decelerate in 2020, from low-to-mid-single digit growth in 2019 to
flat revenues, and EBITDA showing low-single-digit decline, mostly
due to weaker performance of the MTS bank. After the divestment in
Ukraine, 99% of revenues come from Russia and 1% in Armenia and
Belarus. We expect core connectivity business EBITDA to remain
broadly flat in 2020 with low-single-digit growth resuming from
2021 as the Russian economy recovers and the pandemic's effects
fade. Lockdowns related to the recession are likely to materially
affect revenue streams like roaming fees and (to some extent)
equipment sales, but the impact on the company's overall EBITDA is
likely to be modestly offset somewhat by more rational competition
in the market and lower churn, together with continuing growth in
digital services. We also believe that MTS' performance is
supported by the company's leading position in the Russian mobile
market and well-invested networks. Despite stringent competition,
MTS has sustainably maintained the highest share of subscribers in
the Russian market at over 30%. The company's leading position in
the mobile market is supported by the solid quality of its mobile
networks and its strong LTE coverage. MTS also benefits from its
good market share of more than 35% in Moscow's broadband market.

"The rating remains constrained by that on parent Sistema, with
material headroom under 3x leverage threshold  The 'BB+' rating on
the company is one notch less than the 'bbb-' SACP and therefore
could sustain higher leverage of up to 3x for that rating level.
Under this threshold, we expect MTS to maintain sound headroom in
2020-2021. We view the company as an insulated subsidiary of
Sistema, and rate it above the parent. This is because we believe
that MTS' operating and financial performance are independent from
those of Sistema. When Sistema suffered financial stress in
2017-2018, MTS' financial performance was unaffected. At the same
time, we cap our rating on MTS at two notches above that on
Sistema. This reflects our view of the relative level of insulation
of MTS from Sistema, which lacks features such as legislative
restrictions, including active regulatory oversight, or
alternatively, a publicly stated policy by a regulator or
appropriate legislative body aimed at protecting the credit quality
of the company. If Sistema's control over MTS were to lessen, it
could have a positive effect on our ratings on MTS. But this is not
our base-case scenario, because we understand that Sistema does not
plan to sell any MTS shares.

"The stable outlook on MTS that on Sistema. It also reflects our
expectation that we will maintain our rating cap at two notches
above the rating on the parent, and that MTS' SACP will remain at
or above 'bb+'. In particular, we expect that the SACP will remain
at 'bbb-' because we anticipate S&P Global Ratings-adjusted debt to
EBITDA will remain at or below 2.5x, and free operating cash flow
(FOCF) at about 15%.

"We could consider a negative rating action on MTS if we took a
similar rating action on Sistema, which could happen if Sistema's
financial risk profile deteriorated, with its loan-to-value ratio
reaching or exceeding 45%. We could also lower the rating on MTS if
the company's S&P Global Ratings-adjusted debt-to-EBITDA ratio
worsened to more than 3.0x.

"We could upgrade MTS if we upgraded Sistema, or if the parent
reduces its control over MTS and the rating on MTS is no longer
constrained by Sistema's lower credit quality. For an upgrade, MTS'
adjusted debt to EBITDA would have to remain at or below 2.5x, and
its FOCF to debt would have to be at or over 15%."


TRANSCONTAINER PJSC: Fitch Cuts IDRs & Sr. Unsecured Rating to B+
-----------------------------------------------------------------
Fitch Ratings has downgraded Russia-based transportation company
PJSC TransContainer's Foreign- and Local-Currency Long-Term Issuer
Default Ratings and senior unsecured rating to 'B+' from 'BB-' and
removed them from Rating Watch Negative. The Rating Outlook is
Stable.

The downgrade reflects the weaker consolidated credit profile of
LLC Management Company Delo following the debt-funded acquisition
of the remaining shares in TC through a mandatory tender offer in
which MC Delo increased its ownership of TC to 99.64% from 50% +
two shares.

TC's ratings are constrained by the consolidated credit profile due
to strong links between TC and MC Delo and a lack of effective
ring-fence protection around TC, despite the group's target net
debt-to- EBITDA for TC of 3x.

The consolidated credit profile covers the group's container rail
transportation business through TC and stevedoring business through
Deloports LLC and debt raised at MC Delo. The Stable Outlook
reflects its view of MC Delo's strong deleveraging prospects on the
back of supportive Russian container transportation market
fundamentals and the company's capex flexibility, albeit weaker
performance expected in 2020, due to the coronavirus crisis.

KEY RATING DRIVERS

Consolidated Group Constrains Rating: TC's ratings are constrained
by MC Delo's consolidated credit profile. Fitch views the latter as
commensurate with a 'B+' rating with a forecast average funds from
operations adjusted net leverage of 4.8x in 2020-2024. The rating
constraint takes into consideration the strong legal and moderate
operational ties between TC and MC Delo and its view that MC Delo
can move cash around the consolidated group of companies if needed.
Fitch views MC Delo's commitment to maintain TC's net debt/EBITDA
below 3.0x as insufficient to ring-fence TC, given MC Delo's high
dependence on TC's cash flows (around 75% of group EBITDA) to meet
debt service requirements.

'bb-' Standalone Credit Profile: Fitch views TC's SCP as
commensurate with 'bb-', assuming MC Delo will raise debt at TC up
to the maximum net debt/EBITDA of 3x, which is significantly weaker
than pre-acquisition level of around 0.5x. The SCP also reflects
TC's leading position in container transportation and a diversified
customer and cargo base and potential synergies with MC Delo's
stevedoring business through LLC DeloPorts. TC's capex plan is
flexible and subject to market conditions.

Strong Volumes during Lockdown: Container rail transportation
continued to be strong, despite the coronavirus crisis, supported
by growing containerisation rates in Russia and as an alternative
to other disrupted modes of transport such as trucks and air
freight. In 1Q20, TC's volume grew 6% yoy albeit with rates under
pressure. Volumes were stronger yoy in April and May in the midst
of the lockdown according to TC. However, Fitch expects
transportation volumes in 2H20 to be weaker once logistics networks
return to normal and due to substantially weaker global demand.

Market Leading Position: TC's market share decreased to 41% in 2019
from 48% in 2015, but it is still by far the market leader as the
next biggest competitor takes just 10%. The company has a strong
asset base, with around 32,000 flatcars, 86,000 ISO-containers and
41 railway container terminals across key locations in Russia. TC
also has strong customer diversification, with the top-10 customers
accounting for 30% of revenue and no single customer having a share
higher than 7%.

Growing Integrated Logistics Services: Fitch believes the growing
portion of integrated services in TC's business is positive as
operational efficiency with cost-cutting and customer retention may
be achieved. Integrated freight forwarding and logistics services
are bundled package services including rail container
transportation, terminal handling, truck deliveries, freight
forwarding and logistics services. Adjusted revenue from integrated
services was up 24% yoy in 2019, after a 20% growth in 2018. Fitch
expects integrated services to contribute more than 85% of adjusted
revenue over the next four years.

ESG Impact: TC has an ESG Relevance Score of '4' for 'Governance
Structure' as the debt-funded acquisition of the company by MC
Delo, with the lack of effective ring-fencing of TC, was one of the
key drivers of the downgrade.

DERIVATION SUMMARY

TC's 'B+' IDR is capped by MC Delo's consolidated profile. TC's
unconstrained credit profile of 'bb-' reflects the company's strong
41% share of total rail container transportation in Russia in 2019,
healthy long-term growth prospects of the container market in
Russia and diversification in cargo and customers.

Compared with other rolling stock peers, JSC Freight One or
Globaltrans Investment Plc (both BBB-/Stable), TC is smaller and
has higher exposure to price and volume volatility because it
operates mostly on the spot market rather than under long-term
contracts and containerised cargoes have higher sensitivity to the
economic cycle than commodities. This is partially offset by a less
fragmented container market and TC's stronger growth prospects due
to low containerisation levels in Russia.

Fitch believes TC's financial profile, as constrained by MC Delo,
has become weaker than that of Freight One and Globaltrans after
the debt-funded acquisition. This is because TC's cash flows
provide for the bulk of MC Delo's debt service capacity.

KEY ASSUMPTIONS

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

  - Russian GDP to decline 5% in 2020, then to grow 3% in 2021
    and 2% until 2024;

  - Inflation of around 4% over 2020-2024;

  - TC's container transportation volumes growth to decelerate
    to low single-digits in 2020, then slightly above GDP
    growth from 2021;

  - Container transportation rates to decline in 2020, then
    to grow slightly above inflation from 2021;

  - Debt funding for acquisition by parent to be partially
    raised at TC level, but within internal leverage target
    of 3x net debt/EBITDA;

  - Dividend payments at 70% of net income over 2020-2023;
    and

  - Average capex of around RUB6 billion annually over
    2020-2024.

RATING SENSITIVITIES

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

  - Faster-than-expected deleveraging leading to improvement of
    FFO adjusted net leverage below 4.3x or adjusted net debt/
    operating EBITDAR below 3.8x and FFO fixed-charge coverage
    above 2.5x on a sustained basis for MC Delo's consolidated
    credit profile may result in an upgrade.

  - Legal ring-fencing of TC's cash flows from MC Delo by
    establishing covenanted or other legally binding
    restrictions on dividends and related-party transactions
    provided that TC's FFO adjusted net leverage remains below
    4x and FFO fixed-charge coverage above 3x.

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

  - Weaker consolidated credit profile of MC Delo due to,
    among other things, new debt-funded acquisitions,
    aggressive capex and dividend policy or weaker operational
    performance leading to FFO adjusted net leverage above 5.3x
    or adjusted net debt/operating EBITDAR above 4.8x and FFO
    fixed-charge cover below 2.0x 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

Adequate Liquidity: At end-1Q20 cash and cash equivalents of RUB5.3
billion and expected proceeds from the sale of 50% in Kazakh JV of
RUB5.3 billion were sufficient to cover short-term debt of RUB3.9
billion and Fitch-expected negative free cash flow (after
dividends) in 2Q20-1Q21 of around RUB4 billion. All TC's debt is
nominated in roubles.

SUMMARY OF FINANCIAL ADJUSTMENTS

Gain from disposal of property, plant and equipment, gain from the
sale of inventory and change in provision for impairment of
receivables and property, plant and equipment are excluded from
EBITDA calculation.

Fitch treats 'financial guarantee for investment in joint venture',
including the off-balance sheet portion, as 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

TC has an ESG Relevance Score of '4' for Governance Structure.

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

PJSC TransContainer

  - LT IDR B+; Downgrade

  - ST IDR B; Affirmed

  - LC LT IDR B+; Downgrade

  - LC ST IDR B; Affirmed

  - Senior unsecured; LT B+; Downgrade




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

ACI AIRPORT: S&P Rates New Series 2020 Notes 'B-'
-------------------------------------------------
S&P Global Ratings assigned a 'B-' rating (previously referred to
as preliminary) on ACI Airport Sudamerica S.A.'s (ACI or the
project) new series 2020 notes.

At the same time, because of the pari passu terms between the
existing (series 2015) and the new notes (series 2020), S&P raised
its rating on ACI's existing notes (the portion not tendered for
exchange) to 'B-' from 'CCC' and removed the rating from
CreditWatch with developing implications.

The project had already obtained approval from the holders of
Puerta del Sur's (the concessionaire of the Carrasco International
Airport) debt to restructure its short-term maturities, the
effectiveness of which remained subject to a successful exchange at
ACI's level. The new conditions for PdS included lack of principal
payments in 2020 and a lower lock-up test for distribution at 1.2x
from the original 1.7x. Because the latter was conditional to
minimal acceptance of ACI's proposed exchange, the new terms at
PdS' level are now effective.

S&P said, "We updated our base case upon the outcome of the
exchange with an acceptance rate of 93.6% and PdS' new payment
schedule. At the same time, we continue to assume that ACI will
exercise the PIK option in the three consecutive quarters in line
with their expectations, particularly because of the projected
decline of about 55% in passenger traffic levels for 2020 and that
the recovery will be gradual and will take, in our view, several
years.

"We believe the project's repayment capacity will improve in the
upcoming 12 months with both restructures, reflected in a stronger
expected minimum debt service coverage ratio (DSCR), which would be
about 1.0x in 2022 according to our updated forecasts (the weakest
point) from around 0.5x before."

According to the revised documentation, ACI will keep a six-month
DSRA for the outstanding amount of series 2015 of around $0.9
million. On the other hand, because of the inclusion of the
principal and interest deferral for Series 2020 until November 2021
and the ability to waive its DSRA replenishment until May 2022 S&P
does not expect the new Series 2020 will count with a fully funded
DSRA in 2022, which makes its resilience under its downside
scenario weaker. However, if needed and in accordance to the terms
and conditions, the project will be entitled to roll over a Letter
of Credit to fulfill any shortfall.

Cash waterfall continues to be weak, but this is neutral in light
of the low rating.   ACI's debt remains structurally subordinated
to PdS' senior notes. PdS' cash flow waterfall doesn't prioritize
the necessary expenses to maintain operations before debt service.
In PdS' debt structure, debt service payment is placed ahead of
operating expenses. However, once PdS' debt matures in 2022, S&P
will revise the negative impact of this cash waterfall limitation.
At this point, the negative cash flow waterfall is neutral for the
ratings on ACI because of the 'B-' rating level.

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

-- Health and safety risk


BOLUDA TOWAGE: Moody's Alters Outlook on B1 CFR to Negative
-----------------------------------------------------------
Moody's Investors Service has changed the outlook on Boluda Towage
S.L. to negative from stable. Concurrently, Moody's affirmed
Boluda's B1 corporate family rating and its B1-PD probability of
default rating.

RATINGS RATIONALE

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. For Boluda, the
effect has been and will continue to be a decreasing number of port
calls compared to normal levels, putting pressure on revenue and
profits. While the company has a history of stable operating
performance irrespective of economic cycles, consistently
generating EBITDA margins of 30%-35%, operating performance in 2019
was slightly below expectation for the B1 rating category. Adding
that the company has a fairly high flexibility in terms of capex
for new tug boats, Moody's expects that free cash flow will be
positive in 2020 which is a key strength of the business. The
rating is however bound to be weakly positioned over the next 12-18
months as debt/EBITDA will exceed the 5.5x threshold commensurate
with the B1 rating category. The ratings affirmation also rests on
Moody's expectations that the acquired business, Kotug Smit
Partnership B.V. (renamed to Boluda Towage Europe after closing of
the transaction), will be successfully integrated translating into
realized cost synergies.

RATING OUTLOOK

The negative outlook balances Boluda's solid business profile, the
ability to generate free cash flow even through volatile market
environments, as well as a solid liquidity profile -- $48 million
of cash end of March 2020, a EUR90 million revolving credit
facility (of which EUR20 million has been drawn) -- with the risk
of the company failing to reduce leverage back to pre-crisis levels
over the next 12-18 months. Although credit metrics during this
period will be weak on an absolute basis, this is somewhat
mitigated by Boluda's infrastructure-like business and critical
importance in the maritime ecosystem. However, a failure to turn
around free cash flow to positive levels, resulting in a weakening
liquidity profile, could result in accelerated negative rating
pressure in 2020.

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

Although very unlikely at this stage, positive ratings pressure
would build if, after showing a track record operating as a
standalone company, Boluda would be able to decrease
Moody's-adjusted debt/EBITDA below 4.5x and at the same time
generate high single digit free cash flow to debt, both on a
sustained basis.

Downward pressure on the ratings would result from a failure to
reduce Moody's-adjusted debt/EBITDA towards 5.5x, a deterioration
in profitability towards low double digit EBITA margin and/or free
cash flow not improving to positive levels with a weakening
liquidity profile. Negative pressure could also result from a
failure to integrate KST successfully.

STRUCTURAL CONSIDERATIONS

In Moody's Loss Given Default analysis, the EUR890 million Term
Loan B (1 and 2) and the EUR90 million RCF both rank pari passu
with each other. All instruments are guaranteed by companies within
the restricted group, which together account for at least 80% of
the consolidated EBITDA and gross assets and are secured by pledges
over shares in group companies, intercompany loans and bank
accounts of the issuer.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS:

Affirmations:

Issuer: Boluda Towage S.L.

LT Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Backed Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

Issuer: Boluda Towage S.L.

Outlook, Changed To Negative From Stable

COMPANY PROFILE

Headquartered in Madrid, Spain, Boluda is one of the world's
largest providers of maritime towage and related services. Its
origins date back to the early 19th century and the company has
since the start been owned by the same family, Boluda Fos. Pro
forma for the separation of the towage business into a new company,
Boluda Towage S.L. and the acquisition of Kotug Smit Partnership
B.V. (KST), the company will have operations in Europe's largest
cargo ports as well as Africa and Latin America. Pro forma for
2019, the group generated revenue of EUR455 million with a reported
EBITDA of EUR145 million. Boluda currently has a fleet of 288 tug
vessels in 63 ports in Europe, Latin America and Africa.


GRUPO ALDESA: Moody's Withdraws B1 Corp. Family Rating
------------------------------------------------------
Moody's Investors Service has withdrawn the B1 corporate family
rating and the B1-PD probability of default rating and the stable
outlook of Spanish construction company Grupo Aldesa S.A.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

Grupo Aldesa S.A., headquartered in Madrid, Spain, is a Spanish
construction company, mostly focused on transport infrastructure,
but also on construction of solar and wind energy plants. In 2019,
Aldesa generated sales of EUR798 million and reported consolidated
EBITDA of EUR65.5million (8.2% margin). Consolidated EBITDA
includes the group's non-recourse activities, which generated
around 40% of EBITDA during this period. The group's customer base
mainly consists of public entities with an increasing exposure to
private sectors. In 2019, Aldesa generated 65% of its revenue
outside of Spain, mainly in Mexico (43% of group revenue) and
Poland (15%).

Aldesa is part of China Railway Construction Corp Ltd (CRCC, rated
A3 stable), one of the world's largest integrated construction
groups, which acquired a 75% stake in the group in May 2020.




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

FERREXPO PLC: Moody's Hkes CFR to B2 & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Ferrexpo plc to B2 from B3 and its probability of default rating to
B2-PD from B3-PD. Concurrently, Moody's changed the outlook to
negative from positive.

Its rating action follows Moody's upgrade of the Government of
Ukraine's long-term issuer and senior unsecured ratings to B3 from
Caa1. Concurrently, Ukraine's long-term foreign currency bond and
deposit ceilings were raised to B2 (from B3) and Caa1 (from Caa2)
respectively.

RATINGS RATIONALE

The main driver of the decision to upgrade Ukraine's ratings is the
easing of Ukraine's near-term funding challenges and the safeguards
afforded to recent improvements in its external vulnerability as a
result of the announced new financing programme with the
International Monetary Fund [1]. The decision to upgrade the
ratings also reflects Moody's expectation that the new IMF
programme will help anchor the reform progress achieved in recent
years.

Despite its inherent exposure to the price volatility of iron ore
and commodity cycle as well as some geographic and customer
earnings concentration, the business profile of Ferrexpo is
underpinned by its competitive cost position, improving sales mix
and strong relationships with blue chip clients. Following the
material deleveraging achieved in the past four years thanks to
sustained positive free cash flow generation, Ferrexpo exhibits low
leverage and strong financial metrics for a B2 rating, with
Moody's-adjusted total debt to EBITDA of 0.8x at year end 2019.
Looking ahead, assuming average price realisations of around
$100/tonne, capex of around $175 million and dividends of $120
million, Ferrexpo should generate FCF of around $180 million in
2020, with adjusted gross leverage falling close to 0.6x at
year-end.

Ferrexpo's liquidity is adequate. In addition to the cash balances
of around $131 million held at year-end 2019, Moody's expects the
group's FCF to fund in full the $33 million quarterly amortisations
of the 2017 Pre-Export Finance credit facility, which started in
February 2020.

ESG CONSIDERATIONS

However, the negative outlook reflects Moody's concerns over recent
corporate governance issues, which have arisen from the
inconclusive inquiries led into past donations made by Ferrexpo to
Blooming Land (a charity in charge of co-ordinating the group's
national CSR programme in Ukraine) and a loan relationship between
some of its related parties, whilst the group reported several
senior management changes as well as the resignation of its
auditors and three of its directors in the first half of 2019.

Moody's notes that the review led by the Independent Review
Committee set up to investigate the donations received by Blooming
Land until May 2018, acknowledged that it was not possible to
explain some discrepancies relating to the ultimate use of the
funds by Blooming Land and therefore indications remained that some
of the funds could have been misappropriated.

In addition, an inquiry is currently ongoing into loans made by FC
Vorskla, a professional football club which has received
sponsorship from Ferrexpo for many years, to Collaton Limited. Both
FC Vorskla and Collaton Limited are controlled by Kostyantin
Zhevago, Ferrrexpo's 50.3% controlling shareholder and previous
CEO, and related parties of the group.

Whilst these developments have not to date had any immediate
adverse effect on Ferrexpo's operational performance and financial
position, Moody's cautions that the reputational risk associated
with the corporate governance shortcomings of the group may
restrict its access to capital markets and affect its liquidity
profile in the future.

A stabilisation of the outlook would require that Ferrexpo clearly
establish that the various donations and loans highlighted above
did not give rise to any illegitimate use or misappropriation of
funds, and that there are no disclosures of further governance
issues of this nature.

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

Moody's could upgrade the ratings of Ferrexpo if either Ukraine's
sovereign rating or foreign-currency bond country ceiling was
upgraded, assuming Ferrexpo does not suffer any material
deterioration in its operating and financial performance, addresses
satisfactorily the corporate governance issues and maintains a
solid liquidity profile.

Moody's could downgrade Ferrexpo's rating should (i) Ukraine's
sovereign rating or foreign-currency bond country ceiling be
downgraded, (ii) further corporate governance issues heighten the
group's reputational and financial risk profile, or (iii) the
group's operating and financial performance, market position or
liquidity materially deteriorate.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Mining
published in September 2018.

Ferrexpo plc, headquartered in Switzerland and incorporated in the
UK, is a mid-sized iron ore pellet producer with mining and
processing assets located in Ukraine. The group has total Joint Ore
Reserves Committee Code classified resources of 5.7 billion tonnes,
1.6 billion tonnes of which are proved and probable reserves. In
2019, the group achieved a pellet production of 10.5 million tonnes
and generated revenues of $1.5 billion. Ferrexpo is listed on the
London Stock Exchange; 50.3% of its shares are held by Fevamotinico
S.a.r.l, a Luxembourg based holding company owned by Kostyantin
Zhevago, and the remaining is free float.




=============
U K R A I N E
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KYIV CITY: Moody's Hikes Issuer Ratings to B3, Outlook Stable
-------------------------------------------------------------
Moody's Public Sector Europe has upgraded the City of Kyiv and the
City of Kharkiv's issuer ratings to B3 from Caa1 and changed the
ratings' outlooks to stable from positive. At the same time,
Moody's has upgraded Kyiv and Kharkiv's baseline credit assessments
to b3 from caa1.

This rating action follows Moody's decision to upgrade the Ukraine
government bond rating to B3 from Caa1 and to change the outlook to
stable from positive on June 12, 2020.

RATINGS RATIONALE

The upgrade of Kyiv and Kharkiv's ratings reflect the improvement
in the operating environment for Ukrainian sub-sovereigns, as
captured in the rating action on the sovereign bond rating. Moody's
believes the improved national economic conditions will benefit
cities' tax revenue. Personal income tax, corporate income tax and
other taxes account for the majority of the cities' tax revenues.
In particular, Kyiv derives approximately 71% of its operating
revenue from shared taxes with the central government and
additional 22% from state transfers, while Kharkiv derives
approximately 45% of its operating revenue from shared taxes and an
additional 45% from state transfers.

The cities' ratings upgrade also reflects their sound operating
performances with Kyiv's gross operating balance averaging 33% of
operating revenue over the last five years and Kharkiv posting an
average GOB of 20% over the same period. Moody's believes such high
operating balances will shield the cities' budgets from negative
effects of the coronavirus pandemic and allow for decent budget
flexibility and expenditure cuts. As a result, while Moody's
expects Kyiv's GOB will deteriorate, it will remain at a strong 25%
of operating revenue, while Moody's expects Kharkiv will post a GOB
between 16%-18% in 2020.

The rating action on both cities also reflects Moody's view that
Kyiv and Kharkiv have continued to pursue positive financial
results and prudent debt policy in a challenging economic
environment. Kyiv's direct debt has gradually fallen to a moderate
19% of operating revenue in 2019 from a high 56% in 2016 and should
stabilize around 20% by 2021. Kharkiv's ambitious capital
investment policy in the past year resulted in an increase in debt
levels to 16% of operating revenue at year-end 2019 from a very low
2% in 2018, and will grow further but remain relatively low at
around 20% of operating revenue projected in 2020. Kyiv is exposed
to foreign currency risk as its debt is fully denominated in US
dollars. At present, the city's direct debt consists of $175.5
million obligations to Ukraine's Ministry of Finance and $115
million loan participation notes due in 2022.

The B3 ratings also incorporate a moderate level of support for
Kyiv and low level of extraordinary support for Kharkiv from the
Ukraine government.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Environmental considerations are not material to Kyiv and Kharkiv's
credit profile. The City of Kharkiv is exposed to water and air
pollution due to Kharkov Coke Plant. Nevertheless, this risk is
mitigated, given the central government and the government of
Kharkiv Oblast cover most of the environmental expenses.

Kyiv and Kharkiv are exposed to social risks stemming from
migration inflow, which exerts additional pressure on provision of
public services and higher investment needs. However, recent
assumption of some social expenditures by the central government,
which constituted around 10% of total expenditures, will alleviate
the pressure from the cities' budgets. In addition, Moody's views
the coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety in
the cities of Kyiv and Kharkiv.

Governance and management considerations are material for both Kyiv
and Kharkiv. Ukrainian politics in the past decades showed cases of
unpredictable decisions including several hidden and open defaults
and fundamental management changes and overall weak institutional
strength. In the past years the governance practices stabilized and
show determination to conservative budget planning and prudent
financial management.

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

WHAT COULD MOVE THE RATING UP/DOWN

An upgrade of Kyiv and Kharkiv's ratings would require a similar
change in Ukraine's sovereign rating associated with a continuation
of solid budgetary performance, adequate liquidity position and
low-to-moderate debt levels.

Although unlikely given the recent sovereign upgrade, a
deterioration of the sovereign credit strength would apply downward
pressure on Kyiv and Kharkiv's ratings given the close financial,
institutional and operational linkages between the two tiers of
governments. Significant financial deterioration driven by reduced
operating margins, an unexpected sharp increase in debt as well as
the emergence of liquidity risks, would also exert downward
pressure on the ratings.

The specific economic indicators, as required by EU regulation, are
not available for these entities. The following national economic
indicators are relevant to the sovereign rating, which was used as
an input to this credit rating action.

Sovereign Issuer: Ukraine, Government of

GDP per capita (PPP basis, US$): 9,775 (2019 Actual) (also known as
Per Capita Income)

Real GDP growth (% change): 3.2% (2019 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 4.1% (2019 Actual)

Gen. Gov. Financial Balance/GDP: -2% (2019 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: -0.9% (2019 Actual) (also known as
External Balance)

External debt/GDP: 79.2

Economic resiliency: b3

Default history: At least one default event (on bonds and/or loans)
has been recorded since 1983.

SUMMARY OF MINUTES FROM RATING COMMITTEE

On June 12, 2020, a rating committee was called to discuss the
rating of the Kyiv, City of; Kharkiv, City of. The main points
raised during the discussion were: The systemic risk in which the
issuer operates has materially decreased.

The principal methodology used in these ratings was Regional and
Local Governments published in January 2018.

The weighting of all rating factors is described in the methodology
used in this credit rating action, if applicable.




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

AI MISTRAL: S&P Lowers ICR to 'CCC+' on COVID 19-Related Headwinds
------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on AI
Mistral to 'CCC+' from 'B-', because in its view the company's
capital structure appears to be unsustainable in the longer term.
S&P also lowered the issue rating on the first-lien debt facilities
to 'CCC+' from 'B-' and on the second-lien facility to 'CCC-' from
'CCC'. The recovery ratings remain unchanged at '3' and '6',
respectively.

S&P said, "V.Group is facing further performance headwinds this
year after it underperformed our expectations in 2019.  V.Group's
2019 financial performance was weaker than expected and its
leverage ratio continued to rise during the first quarter of 2020,
as the falling number of fleet under FTM and COVID-19's impact
stifled its EBITDA generation. Profitability is also negatively
affected by a change in sales mix owing to increased volumes of
direct-employment crewing contracts, which are generally lower
margin, and high transformational costs, which we do not add back
to our adjusted EBITDA. V.Group's EBITDA margin fell to about 10%
in 2019 from 15% in 2018, and we forecast a further drop this
year."

As of end-March 2020, V.Group's FTM fleet -- its main earnings
driver -- continued to witness a decline, with the number of
vessels under management dropping by about 10% year-on-year from
2019. The company has put a lot of effort into restoring the
organic growth of the number of vessels under management. It has
also implemented several initiatives, including a customer-focused
operating model, while accentuating customer relationships, which
are crucial to winning and retaining business. In April 2020, about
13 vessels were added to the fleet from the joint venture with Team
Tankers, V.Group's partner. While the company is currently
reporting a reduction in churn notices -- an indication of contract
termination and vessels leaving V.Group's FTM fleet -- the
stabilization of fleet numbers, and its potential positive impact
on 2020 EBITDA, is likely to be offset by EBITDA losses due to
COVID-19. S&P said, "The company has already experienced some
negative effects from the pandemic during the first quarter of 2020
(related mainly to marine travel business, leisure, inspections,
nonessential services, and onboard training), and we expect the
impact to be more pronounced for the full year. We estimate a
decline in S&P Global Ratings-adjusted EBITDA to $40 million-$45
million in 2020, compared with adjusted 2019 EBITDA of $56 million.
The company has implemented a number of cost-saving initiatives
(such as making use of various furlough schemes), but we believe
that these may not be enough to offset a COVID-19-related reduction
in demand and its effect on the top-line growth."

On a positive note, the medium-term overall prospects for the
industry remain good, and S&P often sees an increasing trend in
outsourcing while general conditions in the shipping industry
appear difficult.

Leverage could increase further from the already-high level in
2019, potentially reaching over 15x in 2020.   S&P said, "V.Group's
EBITDA underperformance was the main reason for leverage rising
above the level we had expected for 2019, with adjusted debt to
EBITDA reaching 13x (compared with our previous base case of 9.5x,
and actual 8.5x in 2018) as the company continued to see its FTM
fleet shrinking. We believe that the leverage ratio will rise even
further in 2020, making the company dependent upon more favorable
operating conditions to restore its currently unsustainable capital
structure. It would also leave little room for operating missteps
or cost overruns while the operating environment remains difficult
and any improvement uncertain. We expect V.Group to benefit from
lower interest expense in 2020 because of lower benchmark rates
(most of its debt is subject to floating interest rates), and our
current base case suggests that the company's EBITDA will likely
cover most of its interest expense." However, this depends on the
trajectory and speed of V.Group's operational recovery (especially
of nonessential services such as onboard training, noncritical
repairs, and similar, keeping in mind that customers are keen to
reduce costs in challenging times).

S&P said, "We estimate V.Group's liquidity sources will cover uses
in the near term, but we think its liquidity is susceptible to
operating setbacks.  V.Group's liquidity is supported by immaterial
financial debt amortization payments (about $5.2 million) and
limited working capital and capital expenditure (capex) needs (up
to $3 million-$5 million for 2020). We expect these expenses,
together with about $10 million payments for operating leases, to
be covered by available liquidity sources of about $51 million at
the end of March 2020, and the company's EBITDA to largely cover
the interest expense of about $45 million. However, V.Group's
revolving credit facility (RCF) is subject to a springing
consolidated first lien covenant of less than 7.5x that kicks in
when more than 35% of the RCF is drawn (corresponding to about $20
million). V.Group had fully drawn its RCF in April, which would
trigger the covenant test if retained at the end of the quarter.
With an expected drop in EBITDA, we forecast very tight headroom
under the covenant (from about 10% at the end of the first quarter
2020)."

V.Group has the option to use its excess cash where possible (for
example, as a result of favorable quarterly working capital
development) to pay down its outstanding revolver borrowing if
necessary, to avert covenant testing.

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

-- Health and safety

S&P said, "Our stable outlook reflects our expectation that
V.Group's liquidity will cover its cash needs in the next 12
months, and the trading conditions will start to gradually recover
toward the end of 2020, supporting EBITDA generation in 2021.

"We could lower the rating if it appeared that V.Group would face a
liquidity stress over the next 12 months due to deteriorating
source-to-uses cover (absent external measures to enhance the
liquidity position). This could occur if the COVID-19 pandemic had
a greater effect on the company's earnings than we currently
expect, causing an EBITDA underperformance and resulting in
continued negative free operating cash flow generation, which
combined would result in a likely covenant breach, constraining
V.Group's drawing capacity under the RCF to a maximum of $20
million.

"We could also lower the rating if we expect the company will
pursue financing or debt restructuring that we would consider
tantamount to default under our criteria.

"We could raise the rating in the next 12 months if operational
recovery and successful cost and cash management pointed to a
material reduction in financial leverage and strengthening in
interest cover ratios. This could occur if V.Group's FTM fleet at
least stabilizes while its other operations appear to be less
affected by the pandemic."


AZURE FINANCE 1: S&P Affirms BB+ Rating on Class D Notes
--------------------------------------------------------
S&P Global Ratings raised its credit ratings on Azure Finance No. 1
PLC's class A and B notes. At the same time, S&P has affirmed its
ratings on the class C and D notes.

The rating actions follow S&P's review of the transaction's
performance and the application of its current criteria, and
reflect its assessment of the payment structure according to the
transaction document.

The transaction has been amortizing strictly sequentially since
closing in July 2018, resulting in a significant increase in
enhancement for the senior notes. As of the May 2020 servicer
report, the pool factor had declined to 37.62% (for non-defaulted
receivables), and the available credit enhancement for the class A,
B, C, and D notes increased to 90.12%, 39.65%, 22.39%, and 14.38%,
respectively, compared with 35.24%, 16.25%, 9.76%, and 6.75% at
closing.

The transaction has now seasoned for approximately two years since
closing, and we have also received additional performance data for
Blue Motor's total portfolio. S&P believes that the additional
performance data provides a higher level of certainty over the
expected cumulative lifetime losses for the transaction compared
with at closing. As a result, it no longer believe that a
constraint on the maximum potential ratings due to data limitations
is warranted.

S&P said, "Given the current pool factor, the observed gross losses
from hostile terminations, currently at 5.3% of the initial pool
balance, have been better than our expectations at closing. In
addition, in the initial months following COVID-19, we have not
observed any material change in borrower defaults, although
prepayment rates have dropped significantly. The percentage of
customers reported as materially impacted by COVID-19 has been
moderate in our view, at 7.2% of receivables in the latest servicer
report. The majority of these customers have elected payment
arrangements as opposed to complete payment deferrals, with
approximately 60% of affected customers continuing to pay at least
50% of their scheduled payments. On the negative side, we expect
that losses from voluntary terminations will be higher than
initially forecast. They are currently at 2.2% of the initial
portfolio, but will be back-loaded due to their nature. We have
also factored in our recessionary outlook for the U.K., stemming
from the spread of COVID-19, in our revised base-case loss
expectations. Following our review, we revised our base-case
hostile termination assumption to 10.0% from 14.0% at closing, and
increased our base-case voluntary termination assumption to 3.75%
from 2.50%. We have maintained the same recovery assumptions as at
closing. Lastly, as the collateral backing the notes comprises U.K.
fully amortizing fixed-rate auto loan receivables arising under
hire purchase (HP) agreements, the transaction is not exposed to
residual value risk.

"We have performed our cash flow analysis to test the effect of the
amended credit assumptions and deleveraging in the structure. We
have applied certain liquidity stresses, such as a delay in cash
receipts due to payment holidays and extended recovery timing.

"Our cash flow analysis indicates that the available credit
enhancement for the class A, B, and C notes is sufficient to
withstand the credit and cash flow stresses that we apply at the
'AAA', 'AA', and 'BBB' rating levels, respectively. Given the
sequential repayment profile, the class D notes are more exposed to
tail-end risk. Under a scenario where interest rates increase to a
peak of 14% over 20 months, there would be a minor interest
shortfall for the class D notes at the 'BB+' level. However,
assuming that interest rates only increase to the cap strike rate
of 1.5%, the notes pass at a 'BB+' level. Furthermore, there are
currently GBP14.8 million of defaulted receivables in the pool, and
any recoveries would be treated as available as interest
collections. In light of these considerations, we have affirmed our
'BB+ (sf)' rating on the class D notes.

"At closing, we assessed the disruption risk of the servicer as
high under our operational risk criteria, which constrained the
maximum potential rating assignable to the transaction at 'AA'.
Based on our findings from an updated business review and the
longer track record of the servicer, we have revised our assessment
of the disruption risk of the servicer to moderate. Combined with
the 'cold' backup servicing agreement with Equiniti Credit
Services, there is no longer a rating constraint under our
operational risk criteria. In addition, there are no rating
constraints under our counterparty or structured finance sovereign
risk criteria, and legal risks continue to be adequately mitigated,
in our view."

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."

Azure Finance No. 1 securitizes a portfolio of auto loan
receivables, which Blue Motor Finance granted to its U.K. clients.

  Ratings List

  Class Rating to Rating from
  A         AAA (sf) AA (sf)
  B         AA (sf)     A- (sf)
  C         BBB (sf)    BBB (sf)
  D         BB+ (sf)    BB+ (sf)


DAILY MAIL: Egan-Jones Raises Senior Unsecured Ratings to BB+
-------------------------------------------------------------
Egan-Jones Ratings Company, on June 11, 2020, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Daily Mail and General Trust PLC to BB+ from BB.

Headquartered in London, United Kingdom, Daily Mail and General
Trust PLC own and administer a wide range of media interests.



INDIVIOR PLC: S&P Affirms 'B' ICR, Outlook Negative
---------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
U.K.-based Indivior PLC. The outlook is negative.

S&P said, "Suboxone film is resilient, but we expect further market
share erosion in 2020.  Market share for Suboxone film (about 70%
of 2019 revenues) fell precipitously following the launch of
several generic competitors in 2019, to below 25% on March 31,
2020, from 53% on Dec. 31, 2018. While the decline was steep, it
has been less severe than we had originally forecast. Nevertheless,
we expect market share to continue to erode through 2020 in line
with other historical analogues, leading us to expect a second
straight year of double-digit-percent revenue declines."

Litigation risk continues to be a substantial overhang.  The U.S.
Department of Justice filed an indictment against Indivior in April
2019, seeking damages of $3 billion for the alleged fraudulent
marketing of Suboxone film. Indivior has a $621 million provision
(increased by $183 million during the first quarter of 2020) for
investigative and antitrust litigation matters--its best estimate
in accordance with International Financial Recording Standards.
Although Indivior denies wrongdoing, a negative decision at the
upcoming trial could lead to insolvency if the judgment is closer
to what the DOJ is seeking.

S&P said, "We expect credit measures to deteriorate in the near
term, but a relatively large cash balance provides headroom.
Indivior had $912 million of cash on March 31, 2020, versus just
$236 million of funded debt. Although we expect significant free
cash outflows in 2020, we think Indivior should have enough
capacity to maintain at least $500 million of cash on the balance
sheet through the end of the year. As such, we believe the company
has sufficient headroom to persist through 2021, when we expect a
return to improved operating performance and positive cash flow
generation. While we expect EBITDA to be negative this year,
covenant compliance (maximum 3x net first-lien leverage) is
supported by Indivior's ability to net up to $250 million of cash
against debt.

"Sublocade's growth has been somewhat muted, but we think
blockbuster potential remains.  Sublocade's sales growth has been
slower than anticipated since its launch in March 2018. Indivior
attributed this to friction in the new distribution and
reimbursement model affecting physician willingness to prescribe at
a higher level, despite positive feedback from patients and
physicians. However, we believe Indivior has set the table for
rapid growth going forward, with improved access and channel
expansion. We continue to view Sublocade as having blockbuster
potential.

"The negative outlook on Indivior reflects risk to our base-case
expectations that Sublocade will grow sufficiently to reduce
leverage to below 5x over time. It also reflects significant
litigation risk.

"We could lower the rating if the growth of Sublocade is slower
than we anticipate, leading us to believe that leverage will remain
above 5x or that the cash flow deficits will persist through 2022.
We could also lower the rating if Indivior receives an unfavorable
legal judgment or the litigation overhang persists, presenting
refinancing risk for the term loan as it draws nearer to maturity.

"We could revise the outlook to stable if Indivior is able to
favorably resolve its DOJ indictment. We would also need to believe
growth in Sublocade is sufficient to support leverage below 5x and
positive free cash flow."


ITHACA ENERGY: Moody's Confirms B1 CFR, Outlook Negative
--------------------------------------------------------
Moody's Investors Service confirmed Ithaca Energy Limited's B1
corporate family rating and a B1-PD probability of default rating,
as well as the B3 rating assigned to the $500 million guaranteed
senior unsecured bond due 2024 issued by Ithaca Energy (North Sea)
plc and guaranteed on a senior basis by Ithaca and on a senior
subordinated basis by certain of its subsidiaries. The outlook on
all ratings was changed to negative from ratings under review.

This concludes the review for downgrade initiated by Moody's on
March 25, 2020.

RATINGS RATIONALE

Its rating confirmation reflects Moody's expectation that the
extensive commodity hedging book built by Ithaca in the context of
its $2 billion acquisition of Chevron North Sea Limited in November
2019 will help contain the impact of weaker oil and gas prices on
its operating profitability. Combined with action to reduce 2020
capex to around $125 million compared to an original budget of
approximately $250 million, this should help protect Ithaca's cash
flow and liquidity position while containing an increase in
leverage.

Taking into account the group's current hedge book and assuming
average Brent of $35/barrel (bbl), NBP of 18 pence/therm and opex
of $15/barrel of oil equivalent (boe), Moody's estimates that
Ithaca will generate $400 million in 2020 after (i) receipt of $150
million from the recent reset of the 2021-2022 hedges, (ii) a $20
million dividend to its 100% owner Delek Group (unrated) that was
agreed with the banks in conjunction with the redetermination of
its Reserves Based Lending facility in May 2020 and (iii) payment
of the contingent consideration owed to Petrofac. The cash surplus
should be available to repay part of the $1.1 billion RBL
outstanding at year-end 2019 and allow Ithaca to keep
Moody's-adjusted gross leverage around 1.8x at year-end 2020.

The rating also reflects Ithaca's resource base and production
profile enhanced by the CNSL acquisition. Proven and probable (2P)
reserves increased by 127% to 206 million barrels of oil equivalent
(mmboe) at year-end 2019, while production rose to around 75
thousand barrels of oil equivalent per day (kboepd) in 2019, on a
pro-forma basis. This is tempered by the relatively short 2P
reserve life of 7.5 years exhibited by Ithaca, which will need to
successfully leverage its existing infrastructure in order to
convert relatively low risk contingent resources to reserves and
sustain its production profile.

LIQUIDITY

Following the redetermination of the RBL facility completed in May
2020, the borrowing base amount was set at around $1.1 billion for
the next six months. Moody's estimates that after receipt of $150
million from the recent reset of the 2021-2022 hedges, payment of a
$20 million dividend to Delek and the Petrofac contingent
consideration, Ithaca currently retains liquidity headroom of
approximately $300 million including cash and undrawn RBL debt
availability. The next six-monthly RBL redetermination is due in
October 2020. The facility starts amortising on a semi-annual basis
in 2022 and matures in 2024.

STRUCTURAL CONSIDERATIONS

Ithaca's major borrowings, including the $1.65 billion RBL facility
and $500 million senior notes, are guaranteed by essentially all of
its producing subsidiaries. The two-notch differential between the
rating of the senior unsecured notes and the CFR, reflects the
substantial amount of secured liabilities outstanding under the RBL
facility, which rank ahead of the senior notes within the capital
structure.

The notes are senior unsecured guaranteed obligations but are
subordinated in right of payment to all existing and future senior
secured obligations of the guarantors, including their obligations
under the RBL facility, which is secured by first ranking fixed and
floating charges over all the assets of the borrower and the
guarantors under the facility.

RATINGS OUTLOOK

The negative outlook reflects the risk that following the recent
reset of the 2021-2022 hedges and in the absence of any meaningful
recovery in oil and gas prices, EBITDA could weaken more markedly
in 2021, leading leverage to rise towards 3x. Also, given the
financial strain currently experienced by Delek, Ithaca is likely
to remain under pressure to upstream cash back to its parent, even
though this is mitigated by the restricted payments covenant
included in its senior notes indenture as well as the necessity to
obtain the consent of the RBL banks.

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

While unlikely at this juncture, a rating upgrade would require
that Ithaca (i) further strengthens its resource base so that it
can lift its production above 100 kboepd and proved reserve life
into the high single digits on a sustained basis; (ii) keeps
leverage moderate with adjusted total debt to EBITDA below 2x; and
(iii) maintains a solid liquidity profile.

Conversely, the ratings could come under pressure should Ithaca
fail to (i) maintain adequate liquidity and headroom under its RBL
facility; (ii) generate sufficient free cash flow to maintain
Moody's adjusted gross leverage below 3 times; (iii) rebuild the
financial headroom necessary to access and develop new resources in
order to sustain its production profile and maintain an adequate
reserve life.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.

CORPORATE PROFILE

Ithaca Energy Limited is a UK-based independent exploration and
production company with all of its assets and production in the
United Kingdom Continental Shelf region of the North Sea. The
company's growth strategy is focused on the appraisal and
development of undeveloped discoveries while maximizing production
from its existing asset base. On a pro-forma basis, Ithaca's
production averaged 75kboepd (63% liquids) in 2019.

MARSTON'S ISSUER: Fitch Cuts Class B Notes to BB-, Outlook Neg.
---------------------------------------------------------------
Fitch Ratings has downgraded Marston's Issuer Plc's class A notes
by one notch to 'BB+' from 'BBB'-' and class B notes to 'BB-' from
'BB', and removed the ratings from Rating Watch Negative. The
Outlook is Negative.

Marston's Issuer PLC

  - Marston's Issuer PLC/Debt/1 LT; LT BB+; Downgrade

  - Marston's Issuer PLC/Debt/3 LT; LT BB-; Downgrade

RATING RATIONALE

The rating actions reflect its expectation that Marston's cash
generation and debt coverage metrics will continue to be affected
by a severe demand shock caused by the coronavirus pandemic. The
Negative Outlook indicates the still uncertain operating
environment in the UK pub sector, after the unprecedented lockdown,
which has already lasted for several months in order to contain the
coronavirus. This has severely affected the UK economy, reducing
consumer confidence and is likely to negatively impact consumer
discretionary spending. Marston's liquidity position, which
includes a liquidity facility, has deteriorated to some extent over
the last few months but will still be comfortable in 2020, and the
issuer has some financial flexibility to partially offset any
potential short-term revenue shortfall.

Under Fitch's revised rating case, the projected DSCR ratios are
now below downgrade sensitivity levels driven by the significant
projected near-term cash flow stresses, despite the ongoing
stability in long-term metrics. Fitch currently assumes the 2020
shock will progressively recover by 2022, but if the severity and
duration in the aftermath of the outbreak extends further, Fitch
will revise the rating case accordingly.

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

KEY RATING DRIVERS

Coronavirus Affecting Demand

The coronavirus pandemic has resulted in an unprecedented and
ongoing impact on pub businesses as government lockdown measures
continue to be enforced that prevent people from visiting pubs.
Revenues may fall to zero while these measures 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 increased 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 a severe revenue
decline in 2Q20 with some knock-on effect extending to 3Q20,
reflecting the ongoing lockdown measures, with the government
currently planning to start reopening pubs from 4 July 2020. If
this timetable is maintained, this means pubs will have been fully
closed for around three and a half months. Fitch then assumes
gradual recovery during the remainder of 2020 and 2021, given the
restriction on public gatherings and social interactions. This
translates into an annual revenue decline of around 60% in 2020.
Revenue will then progressively normalise and reach 2019 levels by
2022.

Defensive Measures

Marston's has some flexibility to partially offset the impact of
the expected significant revenue shortfall. In its revised rating
case, for managed pubs Fitch assumes a significant reduction in
costs, to reflect the period of full pub closure, during which it
understands it will be possible to significantly reduce most
elements of opex; while tenanted pubs have limited cost flexibility
at the pub level. Both could 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 FCF DSCRs for the class A and B notes
further deteriorated to 1.2x and 1.1x versus 1.3x and 1.2x at its
last review in March 2020. The results were largely driven by the
severe negative short-term impact on cash flow caused by the
prolonged lockdown, in addition to a significant disposal of
tenanted pubs, causing the metrics for both classes to be below the
downgrade triggers. After the 2020 shock, Marston's projected cash
flows progressively recover, which indicates only a temporary
impairment of the credit profile. This reflects its current view
that demand levels within the UK pub sector will return to normal
in the medium to long term. However, Fitch is closely monitoring
the development in the sector as Marston's operating environment
has substantially worsened and Fitch will revise the FRC if the
severity and duration of coronavirus is longer than expected.

Liquidity Still Comfortable

Marston's liquidity position has deteriorated to some extent over
the last few months, but still benefits from a GBP 120 million
undrawn liquidity facility as of end May 2020, which will be
sufficient to cover the debt service for the remainder of 2020 and
full year 2021.

Sensitivity Case

Fitch has also run a more severe sensitivity case that builds on
the rating case, and assumes the crisis worsens materially from
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 by 2025. Mitigation measures
remain unchanged compared with the FRC. The sensitivity shows that
under this scenario projected FCF DSCRs for the class A and B notes
fall to 0.9x and 0.9x, respectively.

RATING SENSITIVITIES

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

Fitch does not anticipate an upgrade as reflected by the Negative
Outlook. However, a quicker than assumed recovery from the COVID-19
shock, supporting a sustained recovery in credit metrics to levels
stronger than outlined in the negative sensitivities below, would
allow us to potentially revise the Outlook to Stable.

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

A slower than assumed recovery from the COVID-19 shock, resulting
in a sustained deterioration of the FRC DSCR below the current
levels of 1.2 x for class A and 1.1x for class B could result in
negative rating action. A significant draw down of the liquidity
facility could also increase the chance of negative rating action
as it would be indicative of a weaker credit profile.

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 Marston's.

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: Midrange, Company Operations:
Midrange, Transparency: Midrange, Dependence on Operator: Midrange,
Asset Quality: Midrange

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

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

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).


MASSARELLA GELATERIE: Dingles Won't Reopen After Administration
---------------------------------------------------------------
William Telford at Plymouth Live reports that the popular Dingles
restaurant will not be reopening when House of Fraser starts
trading again because its parent company has gone into
administration owing more than GBP1.5 million.

Dingles, on the top floor of the city's House of Fraser branch,
closed when Prime Minister Boris Johnson ordered a lockdown of
businesses to prevent the spread of coronavirus on March 20,
Plymouth Live recounts.

But within days its parent firm, Sheffield-based catering chain
Massarella Gelaterie Ltd, had gone into administration, with
documents recently filed at Companies House now revealing it had
liabilities amounting to an estimated GBP1,537,675, Plymouth Live
relates.

Company bosses blamed the coronavirus crisis for causing it to go
belly up, Plymouth Live discloses.

Massarella Gelaterie ran restaurants in 32 House of Fraser stores,
many under the Cafe Zest branding.  They have all now closed and
340 workers have been made redundant, PlymouthLive notes.

A letter seen by Plymouth Live's sister site Lincolnshire Live,
told staff at Lincoln's restaurant that the company was "not in a
position to pay wages" and "would not be able to provide staff any
notice in the event of dismissal".

Andre Nichols -- andrew.nichols@redmannicholsbutler.co.uk -- and
John Butler -- john.butler@redmannicholsbutler.co.uk -- of
Yorkshire-based Redman Nichols Butler, were appointed joint
administrators, Plymouth Live states.

But a statement from the firm, as cited by Plymouth Live, said: "On
March 24. 2020, Massarella Catering Group Ltd placed its subsidiary
company Massarella Gelaterie Ltd into administration.

"Massarella Gelaterie Ltd ran coffee shops in various House of
Fraser stores.  All locations ceased trading on Friday, March 20,
in line with Government guidelines.

"Regrettably due to the current health and economic crisis,
Massarella Catering Group Ltd was left with no other option other
than to appoint administrators over Massarella Gelaterie Ltd.

"Massarella Catering Group Ltd can confirm that it and its
remaining subsidiary companies are unaffected by this
administration."


OAK FURNITURELAND: Bought Out of Administration in Pre-Pack Deal
----------------------------------------------------------------
John Corser and Brierley Hill at Express & Star reports that Oak
Furnitureland, which has two showrooms in the Black Country, has
been rescued from collapse in a pre-pack administration deal.

It is the latest struggling retailer to be pushed to the brink by
the coronavirus crisis, Express & Star notes.

The chain, which opened its first store in 2010, has been bought by
hedge fund Davidson Kempner Capital Management for an undisclosed
fee, Express & Star discloses.

According to Express & Star, the new owners will undertake a review
into the future of its 105 showrooms, including those at Merry Hill
Retail Park, in Brierley Hill and Gallagher Shopping Park, in
Wednesbury, off the M6 at Junction 9.

It has declined to rule out job cuts and closures, as negotiations
with landlords and suppliers take place, Express & Star notes.

The company, as cited by Express & Star, customers with outstanding
orders will not lose out and any deposits already paid will be
honoured.

Oak Furnitureland currently employs 1,491 people across its
business and started reopening sites from today as part of a phased
plan.

Davidson Kempner Capital Management and Deloitte completed the
pre-pack administration -- a fast-track system for rescuing
struggling firms -- on June 15, Express & Star relates.

However, creditors including landlords and suppliers have been
critical of pre-packs in the past for their secrecy, leaving many
who are owed money to find out about the rescue only after it has
happened, Express & Star states.

It remains unclear how much creditors, including the taxman, will
lose out, although a report prepared by administrators at Deloitte
is due to be published within the next two months, under
administration laws, according to Express & Star.

The Swindon-based company and its competitors have been hit hard by
the coronavirus lockdown, with non-essential retailers forced to
close their doors -- although online shopping operations could
continue functioning, Express & Star relays.


PECKSNIFF'S: Goes Into Administration, 37 Jobs Affected
-------------------------------------------------------
Dan Grimmer at Eastern Daily Press reports that 37 workers have
lost their jobs and 60 more face an uncertain future after
Pecksniff's, a beauty and cosmetics firm, collapsed.

Pecksniff's, which operates its headquarters, distribution site and
a store from the Highbury Road industrial estate, Brandon, has gone
into administration, Eastern Daily Press relates.

The company, whose main customer is department store TK Maxx and
its American counterpart, TJ Maxx, has 97 employees at the Suffolk
base off the A1065 London Road, Eastern Daily Press discloses.

The majority of workers had either been furloughed or working from
home for the last three months amid the coronavirus crisis, but
most were called to a meeting on June 11 and told the news, Eastern
Daily Press notes.

According to Eastern Daily Press, Glyn Mummery and Paul Atkinson,
of business advisory firm FRP, were appointed joint administrators
of Pecksniff's Bespoke Fragrances and Cosmetics Limited from June
12.

Upon appointment, 37 members of staff were immediately made
redundant, Eastern Daily Press recounts.

FRP, as cited by Eastern Daily Press, said Pecksniff's had cited a
"significant and unsustainable fall in orders in recent months that
impacted its ability to meet its liabilities" as the reason for its
collapse.

The remaining 60 staff members have been retained by the
administrators to enable the business to continue trading while
they "explore all options for the company" and fulfil an
outstanding contract, Eastern Daily Press relays.

According to Eastern Daily Press, the firm's two stores, in Brandon
and Brighton, remain closed having been shut already as a result of
government restrictions enforced during the COVID-19 pandemic,
while online sales are suspended.



POUNDSTRETCHER: Landlords Criticize Company Voluntary Arrangement
-----------------------------------------------------------------
George Hammond, Jonathan Eley and Andy Bounds at The Financial
Times report that Poundstretcher has set up a confrontation with
its landlords, some of whom accuse the company of using the
upheaval of coronavirus to exit leases on unprofitable stores.

According to the FT, more than half of the discount retailer's 450
shops could close as part of a restructuring proposal, putting
thousands of jobs at risk.

The company has written to its landlords notifying them of plans to
pursue a company voluntary arrangement, an insolvency proceeding
that allows businesses to renegotiate debts with creditors, the FT
relates.

"We have little sympathy for them.  They have been trading
throughout the lockdown and they were very quick to announce on
March 20 a unilateral suspension of rent even before the lockdown
commenced," the FT quotes one landlord, who asked not to be named
so as not to jeopardize negotiations with the company, as saying.

"We have not had any update from them since April 2 and they have
not responded to emails," the landlord added.  "Other retail
tenants we manage . . . have at least made serious efforts to
engage with the landlord to come to an equitable solution.
Poundstretcher have not."

As part of the proposed restructuring, Poundstretcher is offering
to pay full rent on 94 stores, but it wants to cut rent on 84
others by 30-40%, the FT states.

While it will continue to pay full rent on 253 stores for six
weeks, it wants the option to walk away from those leases with 30
days' notice on the basis of "the commercial merits of each store
with the relevant landlords' collaboration", the FT notes.

One landlord pointed to the different treatment of stores
Poundstretcher owned and those it rented, the FT relays.  "It seems
an incredible coincidence that most of their own property is in
category A, where they will keep paying rent.  I feel it is morally
wrong," Guy Butler, co-founder of Glenbrook, which owns a store the
company leases in Manchester, as cited by the FT, said.

The CVA has also riled landlords because discounters such as
Poundstretcher, B&M, Home Bargains and Wilko continued to trade
throughout the lockdown and have historically gained market share
during uncertain economic times, the FT discloses.

But the CVA documents reveal that Poundstretcher invested GBP31
million in opening 120 new stores that "didn't perform as forecast
due to intensive competitive pressure", while an attempt to win
back market share by cutting prices "wasn't successful in
generating an increase in customer footfall or profitability", the
FT notes.

According to the FT, Poundstretcher, which employs 5,500 staff,
engaged KPMG to find a buyer for the business, but none was
forthcoming despite five interested parties conducting due
diligence.  Creditors, the FT says, have until July 2 to vote on
the proposals.


SIG PLC: Egan-Jones Lowers Senior Unsecured Ratings to BB-
----------------------------------------------------------
Egan-Jones Ratings Company, on June 8, 2020, downgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by SIG PLC to BB- from BB+. EJR also downgraded the rating on
commercial paper issued by the Company to B from A2.

Headquartered in Sheffield, United Kingdom, SIG PLC distributes
specialty building products.



SYNTHOMER PLC: Moody's Rates EUR520MM Unsecured Notes 'Ba2'
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Synthomer plc's
proposed EUR520 million senior unsecured notes. Concurrently,
Moody's has affirmed Synthomer's Ba2 Corporate Family Rating and
its Ba2-PD Probability of Default Rating. The outlook remains
negative.

"Proceeds from Synthomer's announced notes issuance will be used to
repay the bridge financing Synthomer entered into last year to
finance the acquisition of OMNOVA Solutions Inc. (OMNOVA, not
rated) thereby improving the company's debt maturity profile. The
affirmation of the Ba2 CFR with negative outlook reflects that
leverage exceeds its guidance for the Ba2 rating following the
closure of the acquisition on April 1, 2020 and its expectation
that the company's leverage will remain elevated until 2021," said
Sven Reinke, a Senior Vice President and Lead Analyst for
Synthomer.

RATINGS RATIONALE

On April 1, 2020, Synthomer completed the acquisition of OMNOVA, a
US based specialty chemicals company for an enterprise value of
GBP656 million which includes GBP274 million for OMNOVA's existing
net debt. Synthomer has initially financed the acquisition with a
combination of new debt financing package and an equity capital
increase of GBP204 million. The company's financing package
contained a $260 million 5-year term loan, a EUR520 million bridge
to bond facility and a EUR460 million 5-year RCF. Synthomer is now
refinancing the EUR520 million bridge to bond facility.

At the time of the announcement of the acquisition, Moody's
affirmed the Ba2 ratings but changed the outlook to negative from
stable in July 2019. Moody's recognizes the strategic rationale of
the acquisition which enhances Synthomer's scale and geographic
diversification as it combines Synthomer's large European
production footprint with OMNOVA's strong position in North
America. It also provides Synthomer with access to additional end
markets such as oil and gas and offers synergies opportunities
mostly from cost optimization.

However, the relatively high acquisition multiple of 9.9x based on
OMNOVA's May 2019 LTM adjusted EBITDA alongside the expected
negative impact from the Coronavirus crisis leads to Moody's
expectation that Synthomer's Moody's adjusted gross debt / EBITDA
metric will increase to over 4.0x and Moody's adjusted net debt /
EBITDA to slightly under 4.0x in 2020 on a pro forma basis. Moody's
also projects in its base case scenario that it will take Synthomer
until 2021 to lower its Moody's adjusted gross leverage towards
3.5x. The rating would come under negative pressure if Moody's
adjusted gross leverage remains above 3.5x on a sustained basis.

Synthomer and OMNOVA had a relatively muted financial performance
in 2019 in difficult markets. Synthomer reported an underlying
EBITDA of GBP178 million, down 2% from 2018 level of GBP181
million. The decline was mainly due to challenging market
conditions in Europe, particularly in the Paper segment.
Consequently, styrene butadiene rubber volumes and unit margins
were approximately 10% behind 2018. OMNOVA's EBITDA decline was
more pronounced in 2019 as the company reported an adjusted EBITDA
of $70 million compared with $86.3 million in 2018 as OMNOVA
reduced their exposure to the paper market while focusing on
specialty chemicals, coupled with a weaker trading environment.

However, the enlarged group had a solid start in Q1 2020 with
reported EBITDA of GBP45.1 million for Synthomer and $9.7 million
for OMNOVA compared to GBP43.1 million and $9.0 million,
respectively. This improvement was mainly driven by a robust
performance across all segments with the exception of Acrylates at
Synthomer and the increased focus on Specialty Solutions at OMNOVA.
Nevertheless, and despite the circa 5% EBITDA growth in Q1 2020 on
pro forma basis for the enlarged group, Moody's forecasts a decline
of the company's Moody's adjusted EBITDA before synergies to GBP209
million in 2020 compared with GBP233 million in 2019 as the company
will not be immune to the negative demand impact from the
Coronavirus crisis. For 2021, Moody's forecasts a recovery of the
company's Moody's adjusted EBITDA to GBP231 million pre-merger
synergies and GBP248 million including cost synergies from the
OMNOVA acquisition. Nevertheless, Synthomer should generate Moody's
adjusted free cash flow of around GBP100 million in 2020 driven by
lower capital investments of around GBP50 million and the
cancellation of the final dividend for 2019, which the company
announced in order to buffer the impact from the Coronavirus
crisis. Accordingly, Moody's expects Synthomer's Moody's adjusted
debt / EBITDA to increase to above 4.0x at the end of 2020 but to
trend towards 3.5x at the end of 2021.

The affirmation of the Ba2 rating takes into account Synthomer's
continued commitment to a conservative financial policy with the
stated target of lowering the reported net leverage to 2x or less
and also the company's good historic track record of integrating
acquired businesses. Synthomer anticipates achieving approximately
S30 million annual run-rate cost synergies over time with an
expected one-time cost of approximately $32 million.

The Ba2 CFR reflects Synthomer's (1) leading European position in
the styrene butadiene latex and dispersions chemical markets, and
leading global position in nitrile butadiene rubber; (2) global
manufacturing footprint with strategic presence in key geographies
like Malaysia for NBR and long term relationship with blue chip
customers; and (3) well diversified end markets with expectation of
growing underlying demand, particularly for nitrile butadiene
rubber.

However, the Ba2 rating also factors in (1) modest size even
including the contribution of OMNOVA with pro forma revenue of
about GBP2.0 billion; (2) some geographical concentration in Europe
albeit reduced by the acquisition; (3) mostly mature and/or
cyclical end-markets; and (4) expected delayed deleveraging in 2020
due to a likely, although modest, EBITDA decline driven by the
Coronavirus crisis.

LIQUIDITY

Synthomer liquidity is good with an expected cash balance of GBP156
million and EUR330 million availability under the EUR460 million
RCF after the issuance of the new notes. Moody's expects the
company to generate free cash flow which should result in an
improving liquidity over the next two years. The proceeds from the
new 5-year notes will be used to fully repay the EUR520 million
acquisition bridge facility thereby extending the company's debt
maturity profile. After the completion of the note's issuance,
Synthomer will have no material debt maturities until July 2024
when the RCF and the $260 million term loan mature.

STRUCTURAL CONSIDERATIONS

The Ba2 rating assigned to the proposed new EUR520 million senior
unsecured notes is in line with the Ba2 Corporate Family Rating as
the new notes rank pari passu with all of the company's financial
debt including the $260 million term loan and the EUR460 million
RCF.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects Synthomer's higher leverage post
acquisition. While Moody's believes that the company will be able
to reduce its leverage over time in particular owing to the
synergy's potential, the rating agency is of the view that
Synthomer might not be able to reduce its Moody's adjusted gross
debt / EBITDA towards 3.5x or less before year-end 2021. The
company's deleveraging will be delayed in 2020 due to the demand
impact from the current Coronavirus crisis. Moody's would stabilise
the outlook if Synthomer makes tangible progress towards reducing
Moody's adjusted gross debt / EBITDA to 3.5x.

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

Although unlikely in the near term, Synthomer's ratings could be
upgraded if the company were to continue to improve its business
profile in terms of size and profitability for example by
increasing its revenue share of specialty chemicals leading to an
improvement in its EBITDA generation. The company would also have
to improve the retained cash flow (RCF)/debt metric to 20% or
higher and lower its Moody's adjusted debt/EBITDA ratio to 3x or
less.

Conversely, downward ratings pressure could develop if the
company's Moody's adjusted debt/EBITDA remains above 3.5x for a
prolonged period or if the RCF / debt metric falls below 15% on
sustainable basis. The rating could also be downgraded if the
liquidity profile deteriorates materially.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

Synthomer plc is a specialty chemical company, one of the world's
leading suppliers of Acrylic and Vinyl emulsions polymers,
specialty polymers and SBR and NBR latex. The company's business
profile is supported by its broad range of end markets with a
positive demand outlook in many market segments including coatings,
construction, technical textiles, paper and synthetic latex gloves.
Following the acquisition of OMNOVA, Synthomer operates at 38
plants in 24 countries with a significant presence in Europe, the
US, the Middle East and Asia. The enlarged group has around 4,750
employees.

Synthomer is headquartered and listed in the UK with a market
capitalisation of GBP1.2 billion on June 15, 2020. In 2019, the
company generated GBP1.5 billion of sales and Moody's adjusted
EBITDA of GBP178 million (12.2% margin).


SYNTHOMER PLC: S&P Assigns 'BB' Rating on Proposed Unsecured Notes
------------------------------------------------------------------
U.K.-based chemicals producer Synthomer plc is proposing to issue
unsecured notes to refinance its bridge loan following the recent
acquisition of Omnova Solutions. S&P Global Ratings assigned its
'BB' issue rating and '3' recovery rating to the proposed unsecured
notes, indicating its expectation of substantial recovery (50%-70%;
rounded estimate: 50%) in the event of a payment default.

Synthomer is one of the world's top suppliers of water-based
polymers, with a number of its products holding leading market
shares, especially performance elastomers, which comprise nitrile
butadiene rubber (NBR) and styrene butadiene rubber latex products.
The recent acquisition of Omnova Solutions will help Synthomer
complement its specialty chemicals offerings and diversify its
product portfolio across adjacent chemicals and certain end
markets. S&P view Synthomer's business post acquisition as fairly
diversified across different chemicals and well balanced
geographically.

The COVID-19 pandemic has not affected Synthomer's performance over
the quarter ending March 31, 2020, with EBITDA at the Synthomer
level up 5% on the 2019 result in this period. Of its 38 global
manufacturing sites, 37 operated throughout April and May, with
minor or no disruptions to the supply or the distribution of
products. However, weaker demand has led to most sites operating at
reduced levels. The company's exposure to health care and
protection equipment through its NBR water-based latex products,
and strong demand for adhesives and other products such as textiles
and functional solutions, partly offset the decline in demand for
industrial specialty products in the construction, automotive, and
oil sectors.

Synthomer has acted proactively in response to the challenging
market conditions by reducing its capital expenditure (capex) for
2020 to approximately GBP50 million from about GBP65 million-GBP75
million under our previous base case. The board of directors has
decided not to recommend the payment of a final dividend for 2019,
saving approximately GBP30 million in cash, and senior management
members have decided to freeze their pay at 2019 levels until
October 2020.

S&P said, "We now anticipate S&P Global Ratings-adjusted pro forma
EBITDA of about GBP220 million in 2020, compared to GBP235 million
under our initial base case. We continue to anticipate deleveraging
over the coming one-to-two years as a result of positive free
operating cash flow generation and in line with Synthomer's stated
financial policy."

ISSUE RATINGS - RECOVERY ANALYSIS

S&P is assigning its 'BB' issue rating to the proposed EUR520
million senior unsecured notes due 2025--in line with the issuer
credit rating--with a recovery rating of '3'. The recovery rating
is based on its expectation of meaningful recovery prospects
(50%-70%; rounded estimate: 50%) in the event of a payment
default.

Key analytical factors

-- The EUR460 million multi-currency revolving credit facility
(RCF) and $260 million five-year term loan rank pari passu with the
senior notes, but are not rated.

-- S&P anticipates that the notes will be guaranteed by entities
accounting for about 70% of Synthomer's 2019 pro forma consolidated
EBITDA and 56% of its assets.

-- The notes and guarantees will rank pari passu with any of the
issuer's and guarantors' existing and future unsecured obligations
that are not contractually subordinated.

-- S&P's simulated default scenario assumes that Synthomer's
operating performance would deteriorate materially in the wake of a
protracted economic downturn that causes a sustained decline in
end-market demand for the company's products.

-- S&P assumes that weaker performance--caused by an inability or
major delay in passing on input cost or price increases, loss of
the company's top five or top 10 customers, or a failure to improve
exposure to high-growth segments--could lead to a default.

-- In this scenario, margins would shrink and EBITDA would decline
to levels insufficient to cover the fixed-charge obligations,
including interest expenses and maintenance capex.

-- S&P said, "We value Synthomer as a going concern, thanks to its
strong positions in the NBR market and improving position in
functional solutions. We believe that lenders would achieve the
highest recovery through a reorganization of the company rather
than liquidation."

Simulated default assumptions

-- EBITDA at emergence: GBP122 million
-- EBITDA multiple: 5.5x
-- Year of default: 2025
-- Jurisdiction: U.K.

Simplified waterfall

-- Gross enterprise value: GBP670 million
-- Prior-ranking underfunded pension obligations: GBP66 million
-- Total collateral value available to pari-passu debt after 5%
administrative expenses: GBP574 million
-- Total senior unsecured debt: GBP1,054 million*
-- Recovery on the proposed senior unsecured notes: 50%-70%
(rounded estimate: 50%)
-- Implied recovery rating on the proposed senior unsecured notes:
'3'

*All debt amounts include six months of prepetition interest. S&P
assumes that 85% of the EUR460 million RCF is drawn.


TOGETHER FINANCIAL: Fitch Corrects April 6 Ratings Release
----------------------------------------------------------
Fitch Ratings replaced a ratings release on Together Financial
Services Limited published on April 6, 2020 to correct the name of
the obligor for the bonds.

The amended ratings release is as follows:

Fitch Ratings has placed Together Financial Services Limited's 'BB'
Long-Term Issuer Default Rating on Rating Watch Negative.

The RWN reflects the downside risks to Together's credit profile
from the economic and financial market implications of the
coronavirus pandemic, in particular the unknown impact of the
payment holiday on UK mortgages, and the decision to stop
underwriting new business.

Fitch expects global economic growth to decline sharply in 2020 and
now estimates that the UK's GDP could fall by close to 4% in 2020
in its baseline forecast, followed by a sharp recovery in 2021.
This expectation is based on the assumption that containment
measures will be unwound in 2H20, with material downside risk to
these economic forecasts.

Under this scenario, impairment charges are likely to increase
significantly and profitability to fall below its previous
expectations. Funding availability also presents a material
downside risk to Together as redemptions are likely to decline
significantly and other funding sources, which are largely
wholesale, could become pressurised.

In resolving the RWN, Fitch will monitor closely over the coming
months the impacts on impairments and profitability and in
particular, the trend of redemptions and funding availability.

KEY RATING DRIVERS

IDRS AND SENIOR DEBT

Unless noted, the key rating drivers for Together's IDR and senior
debt are those outlined in its Rating Action Commentary in December
2019.

Together's non-perming loan ratio is higher than that of mainstream
lenders as its customers are largely non-standard borrowers. Fitch
would expect this ratio to increase, albeit on a lagged basis with
a deteriorating economic climate. This metric could worsen if the
three-month mortgage payment holidays instigated by the UK
government increase Stage 3 loans under IFRS 9. Profitability is
also expected to materially decline from higher impairment charges
being registered. Fitch expects actual principal losses to remain
contained as Together maintains loan to value ratios below 60%.

Fitch does not currently expect any material deterioration in
Together's leverage metrics, and debt to tangible equity was 5x at
end 2Q20 (end-December 2019), increasing from 3.5x FYE18 and
remaining within Fitch's tolerance range for Together's rating.
Fitch's leverage metrics include GBP 350 million of debt issued by
Bracken Midco1 PLC, which Fitch views as a contingent obligation of
Together. Together has curtailed new loan originations and as a
result Fitch does not expect any significant increase in drawn
debt.

Together benefits from having no near-term debt maturities and a
degree of headroom within current facilities. However, mortgage
redemptions are likely to be materially down on prior expectations
and in order to preserve liquidity, Together has ceased new lending
while maintaining existing lending commitments. Funding sources are
largely wholesale, largely public and private securitisations and
listed senior secured notes. The covenanted nature of these
facilities could add funding and liquidity pressures.

RATING SENSITIVITIES

IDRS AND SENIOR DEBT

Together's IDR and debt ratings are sensitive to a combination of
ongoing rising leverage, increased impairments that negatively
affects profitability and a weaker operating environment that could
trigger a downgrade.

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

  - Leverage materially increased above 5x, which could arise if
further debt is drawn and/or tangible equity is reduced if
significant losses are absorbed.

  - A material slowdown in Together's rate of internal capital
generation, for example due to a deteriorating operating
environment adversely affecting asset quality and leading to higher
non-performing loan metrics, could lead to a downgrade. This would
be particularly relevant if accompanied by continued growth in the
loan book, and therefore rising leverage.

  - Significant damage to Together's franchise as a result of the
decision to curtail new lending could also lead to a downgrade, as
could a revised assessment of Together's business model if risk and
underwriting controls prove to be deficient causing significant
declines in profitability or losses to be registered.

  - Funding restrictions or a significant decline in redemptions
necessitating longer-term restrictions on lending could also lead
to a downgrade. Liquidity pressures, which could arise if Together
needs to cure covenant breaches in its lending facilities, could
also lead to a downgrade.

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

The ratings could be affirmed if COVID-19 related disruptions turn
out to be short-lived, and the impact on company's franchise is
contained while being able to maintain adequate earnings and
leverage.

An upgrade would likely require an upward reappraisal of Together's
franchise and business model, in addition to sound financial
performance.

MIDCO1 - SENIOR PIK TOGGLE NOTES

The rating of the senior PIK toggle notes is sensitive primarily to
changes in Together's IDR, from which it is notched, as well as to
Fitch's assumptions regarding recoveries in a default scenario.
Lower asset encumbrance by senior secured creditors could lead to
higher recovery assumptions and therefore narrower notching from
Together's IDR.

ESG CONSIDERATIONS

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

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.

Jerrold Finco Plc

  - Senior secured; LT BB; Rating Watch On

Together Financial Services Limited

  - LT IDR BB; Rating Watch On

  - ST IDR B; Affirmed

Bracken Midco1 Plc

  - Subordinated; LT B+; Rating Watch


TORO PRIVATE I: Fitch Corrects June 12 Ratings Release
------------------------------------------------------
Fitch Ratings replaced a ratings release on Toro Private Holding I
Ltd, published on June 12, 2020 to correct the name of the obligor
for the bonds.

The amended ratings release is as follows:

Fitch Ratings has downgraded Toro Private Holding I, Ltd's
Long-Term Issuer Default Rating to 'CCC+' from 'B-'. The first-lien
and second-lien instruments issued by Travelport (Luxembourg)
S.a.r.l. ratings have also been downgraded to 'CCC+' and 'CCC-',
from 'B' and 'CCC' respectively. All ratings have been removed from
Rating Watch Negative.

The IDR downgrade reflects the larger-than-envisaged impact of the
coronavirus pandemic on Travelport's operations and financial
profile. The virtual standstill in global air traffic and tourism
led to an acceleration of cash outflows in April and May 2020,
creating an immediate capital need. In early June 2020 it issued
USD220 million in new notes - out of a total USD500 million
available - backed by collateral transferred from its restricted
group and provided by shareholders and affiliates outside of the
restricted group.

Once travel resumes, Fitch expects revenues and operating margins
to recover, but leverage is forecast to remain elevated above 10.0x
until at least 2022. Uncertainty on the pace and scale of the
recovery trajectory, high leverage and weaker free cash flow and
funds from operations interest coverage are more commensurate with
a 'CCC+' rating over its four-year rating horizon.

KEY RATING DRIVERS

Severe Impact from Coronavirus: Travelport's business is severely
impacted by the disruption to global travel caused by the pandemic.
The disruption to Travelport has been more severe than envisaged as
cash outflows from booking cancellations accentuate depressed
booking volumes. The depth and duration of the outbreak and
corresponding disruption to booking volumes weigh heavily on the
near- term operating outlook. Travelport relies on a speedy
recovery in global travel given its increasingly leveraged balance
sheet with debt service obligations constituting about half of
Fitch-defined EBITDA for 2019.

New Money Further Elevates Leverage: Fitch assumes the total
commitment under the new notes of USD500 million to be fully
deployed despite a portion containing a delayed draw feature. Fitch
forecasts a requirement to draw on the remaining USD280 million in
early 2021. Currently Fitch estimates that EBITDA is unlikely to
recover towards 2019 levels for several years due to expectations
of lower global travel volumes, despite permanent cost reductions
made by management since the start of the pandemic. Fitch expects
FFO gross leverage to remain above 10.0x in 2023, representing an
increasingly challenged capital structure.

Minimal Liquidity Headroom: Travelport's liquidity buffers have
been replenished with the injection of USD220 million of proceeds
from the notes issue and access to a further USD280 million. The
newly injected capital alleviates short-term liquidity risks, but
only provides minimal headroom as high overall interest payments
would see any sustained weakening in trading exhaust the remaining
headroom, resulting in a further capital need. Its USD150 million
revolving credit facility as fully drawn in March 2020. Fitch
forecasts partial pay-down of the facility in 2022 at the
earliest.

Material Uncertainties around eNett Disposal: On May 7, 2020 the
agreed buyer of eNett and Optal, WEX, concluded that the impact of
the pandemic had a material adverse effect on both businesses.
Therefore, WEX considers that it is not required to close the
transaction pursuant to the terms of the sale and purchase
agreement. Travelport, eNett and Optal are currently contesting
WEX's decision and seeking to enforce the contractual rights of the
sale. Fitch understands from management that cash proceeds would be
USD600 million-USD700 million, if the sale is executed to
previously agreed terms.

Ratings Less Contingent on eNett: The trajectory of the rating is
now less defined by the disposal of eNett due to impact of the
disruption to global travel and the deeper uncertainty around its
recovery. Additionally, Travelport has other sources of capital to
support liquidity shortfalls. If the eNett disposal does not occur,
Fitch expects its recovery to be broadly correlated with
Travelport's core business. Due to its relatively modest size it
may not meaningfully impact the trading trajectory of the
consolidated group. Nevertheless, a disposal could help enhance
Travelport's liquidity without incurring further debt.

Intact Business Model: The sector outlook is negative given the
disruption to global travel in 2020, which may be accentuated if
the current disruption results in sustained economic weakness in
2021. Nevertheless, Fitch views Travelport's business model as
intact given the company's entrenched position in the global
distribution system market, albeit highly susceptible to lower
demand over the next four years. Travelport's recovery could
deviate from global travel trends due to customer losses driven by
customers shifting between GDS platforms, or those forced out of
business by the heightened disruption to the travel industry.

DERIVATION SUMMARY

The ratings of Travelport reflect its well-established position in
the travel industry, with a 21% market share in the dominant GDS
segment that has historically provided a high proportion of
recurring revenues. This position gives it an advantage to develop
further technology and data solutions to travel buyers and
providers. Sabre, Inc is the most comparable peer. Sabre had a
higher market share of the GDS segment at 36% in 2018, structurally
higher margins and notably lower leverage.

The two-notch rating difference with Carlson Travel, Inc
(B/Negative) a global operator in business travel management is
primarily Travelport's higher leverage that is set to remain above
10.0x on a FFO leverage basis in the near term, compared with
Carlson's leverage of 7.0x; both businesses will remain highly
sensitive to the disruption in global travel caused by the
pandemic. Substantially higher leverage also explains Travelport's
lower rating than Nets Topco Lux 3 Sarl (B+/Stable) and Latino
Italy (Nexi S.p.A.) (BB/RWN).

KEY ASSUMPTIONS

  - Fitch assumes a net revenue decline of nearly 70% in 2020, with
the lost volumes heavily accentuated by cancellations. Fitch
assumes a moderate recovery in travel demand in 2021 and 2022, with
revenues in 2022 roughly 15% below 2019 levels;

  - Corresponding compression to the EBITDA margin (Fitch-defined)
to -9.4% in 2020, from 19.4% in 2019. In tandem with a recovery in
revenue, Fitch assumes that EBITDA margin recovers towards 2019's
level by 2022, facilitated by the cost savings made in 2020;

  - Capex to be broadly in line with 5% of sales per annum, with
additional spending from 2021 onwards reflecting upgrades in the
platform;

  - Travelport makes payments to travel agencies for their use of
Travelport's platform (typically such agreements last three to five
years). Even though under US GAAP these are capitalised and
subsequently amortised over the life of the contract, Fitch views
the loyalty payments (around USD70 million per year) as an
operating cash outflow that has just been paid in advance.
Therefore, Fitch reverses the capitalised treatment and consider
such expense an operating cost;

  - eNett disposal not factored into the current analysis; and

  - Some capacity to partially pay down the RCF beyond 2021.

KEY RECOVERY RATING ASSUMPTIONS

  - Travelport would be considered a going-concern in bankruptcy
and be reorganised rather than liquidated given the asset-light
business model.

  - Travelport's estimated going-concern post-restructuring EBITDA
of USD386 million represents a discount of 20% to 2019's
Fitch-adjusted EBITDA of USD483 million (including customer loyalty
payments and equity compensation treated as operating costs).

  - Fitch has reduced the distressed enterprise value (EV)/EBITDA
multiple applied to the estimated going- concern
post-restructuring-EBITDA to 5.0x from 5.5x, reflecting medium-term
uncertainties over the delayed recovery in global passenger
numbers, including business travel, and ultimately, a lower
perceived value to distressed buyers. The multiple of 5.0x balances
such uncertainty with Travelport's entrenched position in the GDS
sector.

  - Based on the payment waterfall by priority instrument ranking,
Fitch assumes that the new notes issued outside the restricted
group by Travelport Technologies LLC will be structurally senior to
the rest of the debt in the capital structure given its claim to
the recently transferred intellectual property assets from the
restricted group. Fitch envisages that the total USD500 million,
inclusive of USD280 million of delayed drawn notes, would be
utilised prior to an event of default. Thereafter, both the RCF of
USD150 million (assumed to remain fully drawn in the event of
default), and the USD2.8 billion first-lien term loan rank pari
passu to each other, but subordinated to the new notes issued by
Travelport Technologies LLC.

After deducting 10% for administrative claims, its principal
waterfall analysis generates a ranked recovery for senior secured
creditors in the 'RR4' category, leading to a 'CCC+' instrument
rating, aligned with IDR. The waterfall analysis output percentage
based on current metrics and assumptions is 42%. The USD500 million
second-lien term loan remains at 'RR6' with 0% expected recoveries,
leading to a 'CCC-' instrument rating, two notches below the IDR.

RATING SENSITIVITIES

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

  - FFO leverage returning below 8.5x on a sustained basis;

  - FCF margins trending sustainably towards 1%;

  - FFO interest coverage trending towards 2.0x; and

  - Enhanced internal liquidity cushion supported by partial
pay-down of the RCF.

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

  - A market recovery, diminishing financial flexibility, and
realistic prospects of deleveraging with FFO leverage remaining
above 10.5x by 2022 and accelerated cash outflows;

  - FFO interest cover below 1.2x by 2022; and

  - Sustained negative FCF margin exhausting the remaining
liquidity headroom.

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

Minimal Liquidity Headroom: Travelport benefits from long-dated
debt maturities of first- and second- lien in 2026 and 2027,
respectively. The new notes issued by Travelport Technologies LLC
have a maturity in 2028. Liquidity has been bolstered by the
recently issued notes, as the total proceeds of USD500 million
provide a vital source of liquidity given that the RCF will likely
remain fully drawn into 2022. Fitch understands from management
that the notes' financing documentation permits an incremental
USD500 million, which would be the most likely source of capital to
meet any unforeseen liquidity requirements in the near-term.

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).


TORO PRIVATE II: Moody's Hikes CFR to Caa2, Outlook Negative
------------------------------------------------------------
Moody's Investors Service has downgraded Toro Private Holdings II,
Limited's corporate family rating to Caa2 from Caa1 and its
probability of default rating to Caa2-PD from Caa1-PD.
Concurrently, Moody's has downgraded Travelport Finance
(Luxembourg) S.a.r.l.'s first lien senior secured bank facilities
to Caa2 from B3 and second lien senior secured bank facilities to
Ca from Caa3. The outlook on all ratings remains negative.

"The decision to downgrade Travelport's ratings reflects the
continued weakening in operating performance versus previous
expectations leading to additional pressure on the company's
capital structure, that we perceive as unsustainable in its current
form" says Luigi Bucci, Moody's lead analyst for Travelport.

"The transfer of certain IP assets outside of the restricted group
adds substantial structural complexity. Although the financing
package from the sponsors provides much needed liquidity to weather
shortfalls in the near term, the overall transaction weakens
materially the security of lenders within the restricted group and
evidences the aggressive financial policy of the company" adds Mr
Bucci.

RATINGS RATIONALE

The weaknesses in Travelport's credit profile, including its high
leverage and weak interest cover, have left it vulnerable to shifts
in market sentiment as a consequence of the coronavirus outbreak.
As a result, the company remains exposed to the effects of a
potential extended pandemic and the uncertainties around speed of
recovery. Moody's regards the coronavirus outbreak as a social risk
under its ESG framework, given the substantial implications for
public health and safety. Its action reflects the impact on
Travelport from the breadth and severity of the shock, and the
broad deterioration in credit quality it has triggered.

Moody's analysis now assumes a reduction in Travelport's revenue
exceeding 90% in the second quarter and an approximate decline of
around 60%-70% for the full year, whilst also modelling
significantly deeper downside cases including sustained stress in
operating performance through Q3 and Q4. Moody's expects that 2021
revenue will continue to be weaker than 2019 levels (by around 25%)
because of (1) the potential for additional travel restrictions;
(2) consumer concerns over travelling; (3) health screening and
social distancing; (4) weaker economic environment; and, (5) more
generally, threats of further coronavirus outbreaks. A rebound in
corporate travel after a period in which companies have invested
heavily in remote working solutions also appears at risk.

The rating agency continues to believe that the competitive
landscape in the GDS market may also be affected by the coronavirus
outbreak. This is because competitors, namely Amadeus IT Group S.A.
(Baa2 negative) and Sabre Holdings Corporation (Ba3 negative), with
stronger financial profiles will likely put pressure on
Travelport's market positioning.

Moody's anticipates Travelport to partially address revenue
pressures through a tight management of its cost and capex base.
Despite a large portion of Travelport's cost base being variable,
including employee compensation and booking fees paid for
reservations, in Moody's view the company will not, however, be
able to fully offset the impact of losses on EBITDA leading to
negative or barely break-even levels over Q2 and Q3, respectively.
Moody's notes that ongoing cost initiatives, on top of the $100
million of synergies planned in the take-private transaction of the
company, will likely support a recovery in EBITDA over 2021. In
terms of capex, the company is expected to reduce the investments
in its travel commerce platform and IT spending over 2020 before
moving to a more normalized level over 2021.

The rating agency expects under its base case, absent actions to
address current capital structure constraints, that
Moody's-adjusted leverage will peak in 2020 at unprecedented levels
before reducing towards 10x by 2021. Moody's also anticipates
Moody's-adjusted EBITA/Interest Expense of below 1x over the same
time frame. Whilst the sponsors' transaction provides much needed
liquidity to Travelport, it does not, however, in Moody's view
reduce the likelihood of a potential distressed exchange at some
point in the future.

Moody's current estimates continue to factor-in the successful
completion of the sale of Travelport majority owned subsidiary
eNett. to WEX Inc. (Ba2 negative). However, execution of the
transaction is at present highly uncertain after the buyer publicly
announced that deal terms were no longer applicable because eNett's
business has had a material adverse change due to the pandemic.

ENVORONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's perceives the coronavirus outbreak as a social risk given
the substantial implications for public health and safety. In terms
of governance, after the take private transaction in May 2019,
Siris Capital Group, LLC and Evergreen Coast Capital Corp. are the
main shareholders in the company. Post completion of the deal,
financial sponsors have actively attempting to create value through
cost efficiencies or the sale of assets (ie. eNett). After the
start of the coronavirus pandemic, financial sponsors' focus has
shifted to protect their investment while supporting the viability
of Travelport. Moody's considers the financial policy to be
aggressive as demonstrated by the high opening leverage and the
transfer of assets outside of the restricted group. Moody's also
notes a number of key management changes after closing.

LIQUIDITY

Moody's views Travelport's liquidity as weak, largely based on the
company's expected negative FCF generation over 2020 and 2021. At
the end of March 2020, the company had available cash balances of
$262mn ($183 million excluding eNett) after having drawn $146
million of its $150 million revolving credit facility. The RCF, due
May 2024, is subject to a springing net leverage covenant when more
than 35% of the facility is drawn.

The rating agency notes that the financing arrangement from
sponsors will help Travelport to weather short-term liquidity
shortfalls, as the severe impact of the pandemic in Q2 would have
otherwise strained the company's resources. Moody's understands
that on top of the initial financing of $500 million (of which $280
million of delayed draw notes), the company could access an
additional $500 million basket should additional resources become
necessary.

Potential support to liquidity from the sale of majority owned
subsidiary eNett is currently not anticipated in the medium term.
Even when assuming a successful completion of the deal, the delay
in closing from the previously anticipated mid-2020 would likely
entail, in Moody's view, that 100% of cash proceeds will be subject
to a mandatory debt prepayment clause under current credit
agreement (previous base case assuming closing by mid-2020: 75%).

STRUCTURAL CONSIDERATIONS

The rating agency notes that in May 2020 Travelport contributed to
the newly created unrestricted subsidiary Travelport Technologies
LLC certain Intellectual Property assets valued $1.15
billion.Transfer of IP assets is credit negative as it adds
structural complexity and weakens materially the security package
of lenders within the restricted group.

The senior secured first lien term loan and RCF are rated Caa2, in
line with the CFR, reflecting the high first lien leverage, the
weaker position following the asset transfer and the subsequent
commitments towards IpCo. Their Caa2 rating also reflects their
contractual seniority ahead of the senior secured second lien term
loan, which is rated Ca.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook is driven by the uncertain time and trajectory
of the recovery and the impact of the outbreak on Travelport's
credit metrics and liquidity. Significant uncertainty remains
regarding the depth and duration of the current decline in global
consumer and business demand for travel related services.

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

Although ratings are unlikely to be upgraded in the short term,
positive rating pressure would not arise until the coronavirus
outbreak is brought under control, travel restrictions are lifted
and passenger volumes return to a more normalized level. At that
stage Moody's would evaluate the capital structure sustainability
and the liquidity strength of the company. Positive rating pressure
would then require evidence that the company is capable of
recovering materially its financial metrics from its 2020 lows and
restoring liquidity headroom over a 12-24 months' time horizon.

Moody's could downgrade Travelport's ratings if pressures on the
travel market were to extend through Q3-Q4 leading to a material
slowdown in the company's expected recovery in credit metrics and
liquidity. Particularly, downward pressure would arise if the risk
of a distressed exchange increased, an event which would be
considered a default under Moody's definitions, and/or if expected
recovery rates for current lenders were to reduce.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Toro Private Holdings II, Limited

LT Corporate Family Rating, Downgraded to Caa2 from Caa1

Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD

Issuer: Travelport Finance (Luxembourg) S.a.r.l.

Backed Senior Secured Bank Credit Facility, Downgraded to Caa2 from
B3

Backed Senior Secured Bank Credit Facility, Downgraded to Ca from
Caa3

Outlook Actions:

Issuer: Toro Private Holdings II, Limited

Outlook, Remains Negative

Issuer: Travelport Finance (Luxembourg) S.a.r.l.

Outlook, Remains Negative

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Langley, United Kingdom, Travelport is a leading
travel commerce platform providing distribution, technology,
payment and other solutions for the global travel and tourism
industry. In 2019, the group reported revenue and company adjusted
EBITDA of $2,494 million and $568 million, respectively.



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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

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