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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

          Wednesday, July 1, 2020, Vol. 21, No. 131

                           Headlines



F R A N C E

CAB SOCIETE: Fitch Affirms B LongTerm IDR, Outlook Negative


G E O R G I A

GEORGIA CAPITAL: Moody's Affirms B2 CFR & Alters Outlook to Neg
GEORGIA CAPITAL: S&P Affirms 'B' ICR, Outlook Stable


G E R M A N Y

ADO PROPERTIES: S&P Affirms 'BB' LongTerm ICR, Outlook Stable
CONSUS REAL ESTATE: S&P Puts 'B-' ICR on Watch Positive
REBECCA BIDCO: Moody's Assigns B1 CFR, Outlook Stable
REBECCA BIDCO: S&P Assigns Preliminary 'B' ICR, Outlook Stable
WIRECARD AG: North American Unit Puts Itself Up for Sale

WIRECARD AG: Opposition Calls for Parliamentary Probe Into Collapse


I R E L A N D

ADAGIO VII: Fitch Keeps Class F Debt on Watch Negative
BBAM EUROPEAN I: S&P Assigns B- Rating on Class F Notes
CIFC EUROPEAN I: Fitch Lowers Rating on Class E Debt to BB-sf
GRAND HARBOUR 2019-1: Moody's Confirms B3 Rating on Cl. F Notes
HARVEST CLO XII: Fitch Affirms B-sf Rating on Class F-R Debt

ORWELL PARK: Fitch Affirms Bsf Rating on Class E Debt
PENTA CLO 3: Fitch Lowers Rating on Class F Debt to B-sf
ST. PAUL'S V: Fitch Lowers Rating on Class E-R Debt to BB-


I T A L Y

ENGINEERING SPA: S&P Affirms Prelim. 'B' ICR, Outlook Stable


K A Z A K H S T A N

DAMU ENTREPRENEURSHIP: S&P Affirms 'BB+/B' ICRs, Outlook Stable
DEVELOPMENT BANK OF KAZAKHSTAN: S&P Affirms 'BB+/B' ICRs


L U X E M B O U R G

RUMO LUXEMBOURG: S&P Rates New 2028 Unsecured Notes 'BB-'


N E T H E R L A N D S

ALGECO INVESTMENTS: Moody's Affirms B2 CFR, Outlook Stable


S P A I N

EL CORTE INGLES: Moody's Confirms Ba1 LongTerm Corp. Family Rating


U N I T E D   K I N G D O M

ANDREW GRANT: Enters Administration, 54 Jobs Affected
CROWN UK HOLDCO: Moody's Confirms B3 CFR, Outlook Negative
HARVEYS: Enters Administration, Alteri Acquires Bensons for Beds
NEW LOOK: Warns May Launch Pre-Pack Administration
TM LEWIN: To Close 66 Stores After Pre-Pack Administration


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F R A N C E
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CAB SOCIETE: Fitch Affirms B LongTerm IDR, Outlook Negative
-----------------------------------------------------------
Fitch Ratings has affirmed CAB Societe d'excercice liberal par
actions simplifiee's (CAB) EUR1.5 billion term loan B (TLB) at
senior secured 'B+'/'RR3' following completion of the add-on of
EUR275 million in June 2020. Fitch has also affirmed CAB's
Long-Term Issuer Default Rating (IDR) at 'B' with Negative
Outlook.

The IDR of CAB is materially constrained by its aggressive leverage
profile and financial policies. The recent accelerated pace of
predominantly debt-funded acquisitions has substantially increased
CAB's financial risk and weakened its deleveraging potential, with
funds from operations (FFO) adjusted leverage projected to remain
well above 8.0x in the next four years. More positively the rating
reflects the defensive nature of its routine medical-testing
business as reflected in its high and stable EBITDA and free cash
flow (FCF) margins.

The Negative Outlook reflects CAB's excessive leverage profile for
the IDR, making the company vulnerable to exogenous shocks,
increasing its downgrade prospects over the next 18 months
especially in the event of further debt-funded acquisitions.

KEY RATING DRIVERS

TLB Increase Rating-Neutral: Fitch views the latest TLB add-on of
EUR275 million to fund the acquisition of Laborizon, a French
network of medical laboratories, as rating-neutral. The acquisition
will strengthen CAB's leading position in the French private
laboratory-testing market and contribute to its strong
profitability and cash flows, albeit with CAB remaining
concentrated solely on France. Despite a higher equity contribution
than previously indicated, the acquisition is largely debt-funded
with FFO adjusted gross leverage projected to remain elevated for
the rating well above 8.0x.

Excessive Leverage Constrains Flexibility: CAB's financial risk
profile is elevated following completion of predominantly
debt-funded acquisitions in excess of EUR1 billion since 2018.
Fitch expects leverage to remain permanently above its negative
sensitivity of 10.0x in 2020 pro-forma for the latest acquisitions
and at or above 9x on average in 2021-2023 on a FFO-adjusted basis.
This reflects the impact of the latest M&A and future M&A estimated
at EUR450 million until 2023. In case of larger acquisitions
requiring incremental debt, this will likely lead to FFO adjusted
gross leverage remaining at or around 10.0x in 2021, a level which
Fitch would regard as inconsistent with the 'B' IDR, hence the
Negative Outlook.

Aggressive Financial Policy: The Negative Outlook also reflects an
aggressive financial policy signaled by a string of highly
leveraged acquisitions. CAB's decision to tolerate significantly
higher indebtedness over a prolonged period exposes lenders to an
increased credit risk. At the same time, Fitch does not expect cash
leakage in the form of dividends or other shareholder distributions
in the context of an otherwise loosely structured senior loan
documentation offering little creditor protection.

Sustainable Business Model: CAB's business model is defensive with
stable revenues, high and resilient operating margins. The sector
has a positive long-term demand outlook and high barriers to entry
where scale is an important factor of cost management. Given its
growing national coverage and a focused approach to M&A, CAB is
well-placed to continue capitalising on the supportive sector
fundamentals and deriving value from its buy-and-build strategy,
which should allow it to grow above the market. Concentration risks
due to narrow product diversification and a focus on France are
counter-balanced by the company's high operating profitability and
strong cash flow generation.

Healthy Cash Flow Generation: FCF generation is another factor
strongly supporting the IDR at 'B'. Fitch projects CAB will
generate sustained solid FCF margins in the low double digits
through 2023, which Fitch views as strong for the sector. This is
particularly true compared with much larger peers such as Synlab
with broadly similar FCF size and mid-single digit FCF margin
expectations. High intrinsic profitability is also evident in CAB's
stronger FCF/total debt cover, which Fitch projects at around 5% in
2020-2023, against 2%-4% at Synlab and other peers.

Neutral Impact from Coronavirus: Fitch projects a neutral rating
impact from COVID-19 in 2020. While CAB has started offering
testing for COVID-19, Fitch expects low activity until mid-2020 on
routine tests due to slower customer traffic in a lockdown, with a
catch-up in 2H20. This, together with extra volumes from COVID-19
testing, will leave 2020 trading generally unaffected. Fitch views
CAB's liquidity with an undrawn revolving credit facility (RCF)
estimated at around EUR200 million at end-June as adequate.

Stable Regulatory Framework: The new triennial agreement between
the French Ministry of Health, the National Fund for Health
Insurance and the trade association of laboratory unions provides a
stable regulatory framework through 2022, supporting its
projections of stable sales and operating margins for CAB. The
agreement signed in March 2020 allows for a slightly higher growth
than previous triennial acts. After a market-value rebasing, it
permits for growth of 0.4% in 2020, 0.5% in 2021 and 0.6% in 2022
versus 0.25% previously.

Concentration on French Regulatory Environment: CAB's lack of
diversification outside France makes the company vulnerable to
adverse regulatory decisions, especially in relation to
reimbursement changes. However, Fitch believes that larger national
players, such as CAB, can withstand tariff pressure and
regulation-driven costs better than small independent labs. In
addition, the recently signed 2020-2022 triennial agreement
provides clarity and some earnings visibility for most of its
four-year forecast period until 2023.

DERIVATION SUMMARY

CAB's defensive business risk with strong execution is underlined
in the company's superior operating and cash flow margins against
similarly rated peer Synlab Unsecured Bondco PLC (Synlab,
B/Stable), which supports the 'B' IDR. The Negative Outlook
reflects Fitch's view of the elevated leverage profile following
successive acquisitions in 2018-2020 and limited expected
deleveraging, suggesting a heightened financial risk profile for
CAB. As a result of rapid acquisitive growth CAB's market position
continues to improve, raising the company's relevance in the French
lab-testing market.

Although the enlarged CAB will remain less diversified in geography
and product portfolio than its larger peers, Fitch expects lower
integration risk from these acquisitions with good visibility on
contractual savings and synergies. This means profitability and FCF
generation should remain sustainably strong and above those of
Synlab and private peers.

Pro-forma for the planned acquisitions, CAB's FFO adjusted gross
leverage will remain materially above 8.0x, which in isolation
corresponds to a 'CCC' rating. Excessive leverage is a feature
shared by CAB's peers, but deleveraging prospects for CAB are more
limited with FFO adjusted gross leverage expected to remain well
above 8.5x through 2023. This compares with more contained leverage
metrics of 8.0x-9.0x for Synlab until 2023. CAB's high leverage is
partly mitigated by no immediate refinancing risks.

KEY ASSUMPTIONS

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

  - Organic sales growth flat in 2020, before growing 0.5%-0.6%
    p.a. for 2021-2023, reflecting the slightly more beneficial
    triennial agreement renewal;

  - New COVID-19 testing to compensate revenue loss during the
    lockdown months in 2020;

  - M&A of EUR150 million per year in 2021-2023, using all
    annual FCF and the RCF;

  - EUR10 million of recurring expenses (above FFO) and general
    expenses and EUR5 million of M&A-driven trade working
    capital outflows a year until 2023. Fitch anticipates a
    larger trade working capital outflow and recurring expenses
    in 2020 following investments for new COVID-19 tests and
    lower-than-anticipated routine testing;

  - EBITDA margins normalising in 2021 after a COVID-19 related
    margin decrease in 2020 due to temporarily reduced activity;
    slight margin improvement after 2021 as low-risk synergies
    materialise; and

  - No dividend payments throughout the life of the debt
    facilities.

KEY RECOVERY RATING ASSUMPTIONS

Fitch follows a going-concern approach over balance-sheet
liquidation given the quality of CAB's network and strong national
market position:

  - Going-concern EBITDA reflects a break-even FCF position,
    implying a 30% discount to projected pro-forma 2020 EBITDA,
    adjusted for a 12-month contribution of all acquisitions,
    excluding the anticipated temporary margin reduction due to
    COVID-19 and deducting an estimated cost of capital leases;

  - Distressed enterprise value (EV)/EBITDA multiple of 5.5x,
    which reflects CAB's strong market position albeit in a single
    geography, implying a discount of 0.5x against Synlab's
    distressed EV/EBITDA multiple of 6.0x;

  - Committed RCF is assumed to be fully drawn prior to distress,
    in line with Fitch's criteria;

  - Structurally higher-ranking senior debt of around EUR25
    million at operating companies to rank ahead of RCF and TLB;
  
  - RCF and TLB rank pari passu;

  - After deducting 10% for administrative claims from the
    estimated post-distress EV, its waterfall analysis
    generates a ranked recovery for the senior secured debt
    (including RCF and the enlarged TLB) in the 'RR3' band,
    indicating a 'B+' instrument rating. The waterfall analysis
    output percentage on current metrics and assumptions is 54%.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to an
upgrade:

  - A larger scale, increased product/geographical
    diversification, full realisation of contractual savings and
    synergies associated with acquisitions and/or voluntary
    prepayment of debt from excess cash flow resulting in the
    following credit metrics:

  - FFO adjusted gross leverage trending towards 6.0x on a
    sustained basis (pro forma for acquisitions);
  
  - FFO fixed charge cover trending towards 3.0x on a sustained
    basis (pro forma for acquisitions)

Factors that could, individually or collectively, lead to a
revision of Outlook to Stable

  - FFO adjusted gross leverage trending below 8.0x by 2021;

  - FFO fixed charge cover above 2.0x (pro forma for
    acquisitions) on a sustained basis; and

  - FCF/total debt in mid-single digits and stable operating
    performance.

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

  - Weak operating performance with neutral to negative
    like-for-like sales growth and declining EBITDA margins
    due to a delay in M&A integration, competitive pressures
    or adverse regulatory changes;

  - Failure to show significant deleveraging towards 8.0x by
    2021 (2019: 9.5x) on an FFO adjusted gross basis due to
    lost discipline in M&A and an equity-biased financial policy;

  - FCF reduces towards mid-single digits as a percentage of
    sales such that FCF/total debt declines to low single
    digits;

  - FFO fixed charge cover below 2.0x (2019: 2.1x; pro forma
    for acquisitions) on a sustained basis.

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: At end-April 2020 CAB had EUR96 million of
cash (inclusive of EUR15 million which is viewed by Fitch as the
minimum cash required in daily cash operation and unavailable for
debt service), and EUR120 million of committed RCF. This was after
the worst weeks of the lockdown with a significant reduction in
routine testing while COVID-19 testing was just at its start-up
stage. Routine testing started to pick up in mid-May and Fitch
anticipates COVID-19 testing to continue to increase over the
coming months. Fitch therefore regards liquidity as satisfactory
for business needs, also given the lack of any meaningful debt
maturities before 2026.

ESG CONSIDERATIONS

CAB has an ESG Relevance Score of '4' for Social Impacts due to its
exposure to the French regulated medical market, which is subject
to pricing and reimbursement pressures as the French government
seeks to control national healthcare spending. This makes CAB a
price taker and may have a negative impact on its rating. This is
mitigated by the 2020-2022 triennial plan agreement, providing some
market growth and earnings visibility over the next three years.

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).




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G E O R G I A
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GEORGIA CAPITAL: Moody's Affirms B2 CFR & Alters Outlook to Neg
---------------------------------------------------------------
Moody's Investors Service affirmed the corporate family rating and
probability of default rating of JSC Georgia Capital at B2 and
B2-PD respectively. Concurrently the agency has affirmed the rating
on the $300 million of senior unsecured notes at B2 issued by
Georgia Capital. The outlook has been changed to negative from
stable.

RATINGS RATIONALE

The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, low oil prices and high asset price volatility
have created an unprecedented credit shock across a range of
sectors and regions. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety. The action reflects the
impact on Georgia Capital and the deterioration in credit quality
it has triggered. Given its exposure to various services sector of
the Georgian economy, the current crisis has left it vulnerable to
shifts in market sentiment in these unprecedented operating
conditions.

The revision of the outlook on Georgia Capital's B2 CFR to negative
from stable was prompted by both a swift deterioration of the
group's Market Value Leverage since the coronavirus outbreak and
the expectation that the issuer's interest cover will weaken
substantially this year leading to some erosion of Georgia
Capital's still adequate liquidity profile.

Georgia Capital's MVL has increased to slightly below 45% as per
June 22, 2020 (March 31, valuation has been used for the private
assets) from around 29% at year-end 2019. The issuers' interest
cover as measured by (FFO + interest) / Interest is expected to
drop well below 1.0x in 2020 from an average of around 2.0x over
the last three years before gradually recovering in 2021 and
beyond. Whilst Georgia Capital has some liquidity buffer with
GEL170 million cash on balance sheet as per March 31, 2020 and no
short-term maturities, a prolonged outbreak or economic downturn
could weaken the group's MVL and liquidity profile, hence the
negative outlook on the ratings.

JSC Georgia Capital's B2 Corporate Family rating remains supported
by the company's (i) clearly defined investment strategy focused on
the Georgian economy, (ii) good track record of raising capital
(both debt and equity), which gives it a competitive edge in
acquiring Georgian assets with little if any bidding competition
from both local or international investors, (iii) a portfolio of
defensive investments with a stable dividend stream in normal
economic conditions, and (iv) a relatively good business
diversification across its investment portfolio especially in light
of the small size of the portfolio.

JSC Georgia Capital's rating is mainly constrained by (i) the
investment portfolio's relatively small size, (ii) the strong
geographical concentration of the portfolio on the Georgian
economy, which is small and the Georgian government rated Ba2,
(iii) a relatively high portfolio concentration with the top 2 / 3
assets accounting for respectively around 40% / 55% of the overall
value of the portfolio of investments notwithstanding that Georgia
Capital has made investments with still low contribution to the
overall portfolio value in auto service, education and digital
businesses recently, (iv) an increasing MVL since the coronavirus
outbreak, and (v) a deteriorating interest cover due to lower
dividend income from investments.

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

Positive pressure on the rating is not anticipated in the short
term due to the negative impact of the coronavirus outbreak on
macroeconomic conditions and asset valuations notwithstanding that
a successful exchange offer for GHG and a revaluation of this asset
could lead to an improvement in Market Value Leverage. Longer term
positive pressure could arise if JSC Georgia Capital would
demonstrate a prolonged track record of successfully managing a
portfolio of investments with a good balance between defensive /
growth investments as well as between listed / private assets
whilst generating value. Moody's would expect the issuer to
maintain a market value leverage of below 35% at all times during
the market cycle and an interest cover sustainably well in excess
of 2.0x to consider a higher rating. The maintenance of a strong
liquidity position over time would also be a requirement for a
higher rating.

Negative pressure would arise on the rating if JSC Georgia Capital
fails to restore its MVL below 40% and if its interest cover would
remain sustainably below 2.0x leading to a deterioration of Georgia
Capital's liquidity position. Any cash calls or support
requirements for underlying investments would also lead to negative
pressure on Georgia Capital's rating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Investment
Holding Companies and Conglomerates published in July 2018.


GEORGIA CAPITAL: S&P Affirms 'B' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'B' rating on investment holding
company Georgia Capital PLC.

S&P said, "We expect GC's proposed full acquisition of GHG to be
neutral for the rating.   GC proposes to buy out the holders of
GHG's remaining shares in exchange for shares in GC, in a
transaction motivated by low liquidity of the currently listed GHG
shares. After the transaction closes, which we expect to occur at
the end of July 2020, GHG is expected to be delisted. With that,
the share of listed assets in GC's portfolio will reduce to about
20%, which is in line with the company's policy to retain about 80%
of its portfolio in unlisted assets. Although we foresee asset
liquidity reducing, we consider positive that the transaction will
solidify GC's control over GHG. It will also provide GC with better
opportunities to find a strategic buyer for this asset and support
GC's dividend stream. The equity swap also slightly increases GC's
portfolio value and marginally improves its LTV ratio. We therefore
see the proposed transaction as broadly neutral for our rating on
GC."

GC's current LTV ratio of about 37% remains consistent with the
current rating albeit indicating limited ability to deleverage.  
The current economic downturn caused by the COVID-19 pandemic has
hurt global equity markets, which remain weak and volatile despite
showing some recovery from the low observed in March 2020. Since
then, the Georgian lari (GEL) has gained ground against the U.S.
dollar, with the current exchange rate at GEL3 to $1 versus GEL3.3
to $1 on March 31, 2020. This, together with the impact of the
equity-funded minority buyout of GHG results in GC's LTV reaching
37% compared with more than 40% in March, although still much
higher than the 25% recorded in July 2019. The company is actively
involved in evaluating potential exits, which could support
deleveraging over the next two years. S&P said, "However, given the
current market conditions, we believe there won't be any disposals
this year. In assessing the value of the company's unlisted assets,
we applied a 10% haircut to values reported in March 2020, since
they already factored in some COVID-19-related devaluation. We note
that, despite the spike in LTV, the company still has some headroom
under the 45% threshold for the current rating."

The portfolio includes a high share of defensive assets, which
should provide resilience from the impact of COVID-19.   The travel
and hospitality sectors are among the most affected by COVID-19,
since the pandemic has brought international travel and tourism to
a halt. S&P said, "However, these sectors represent only a small
share of GC's asset portfolio, namely less than 10% of our adjusted
portfolio value. In addition, more than 50% of the portfolio
consists of stakes in water utility, property/casualty insurance,
and renewable energy businesses, as well as GHG, which in our view
are less susceptible to volatility risks. That said, for 2020, we
foresee GC's dividend income reducing to only GEL30 million in 2020
from a net dividend of GEL70 million in 2019. This leads to a
decline in our cash adequacy ratio to 0.8x from more than 1.5x in
2019."

The portfolio's small size, foreign currency exposure, weak
weighted average credit quality, and high concentration of assets
are rating constraints.  The weighted average creditworthiness of
investee companies is in the 'B' rating category. GC's portfolio is
valued at about $700 million, which is smaller than that of many
other investment holding companies S&P rates globally. Also, there
is some concentration since the three largest assets form 62% of
the total portfolio. All of GC's debt is denominated in U.S.
dollars, while most of its portfolio companies are focused on the
domestic market and derive revenues in Georgian lari. The above
factors alongside GC's sole concentration in the Georgian economy
constrain S&P's assessment of the company's business risk.

S&P said, "The stable outlook reflects our view that GC's LTV ratio
will remain below 45% in the next 12 months, due to management's
proactive measures to maintain leverage commensurate with the
current rating. We also expect GC to maintain its liquidity buffers
and refrain from lending and making capital contributions to
investee companies until dividend inflow increases to previous
levels and cash flow adequacy ratio recovers to more than 1x.

"We could lower the rating if there are any signs that GC's
liquidity is deteriorating, for example if cash balances decrease
and dividend and interest cash inflows remain insufficient to cover
operating and interest cash outflows. This could also happen if the
lari depreciates substantially against the U.S. dollar, squeezing
GC's available cash sources to pay interest. We could also lower
the rating if GC's LTV remains above 45% or the cash flow adequacy
ratio declines to less than 0.7x and the company does not take
immediate action to restore its credit metrics. Rating pressure
could also result from a material deterioration of the credit
quality of any of GC's core investments, which would erode
valuations and increase the likelihood of GC having to inject fresh
capital for support."

S&P could raise the ratings if GC's portfolio characteristics--such
as liquidity, asset quality, and portfolio
diversification--materially improve. In addition, portfolio
valuation increases or use of potential exit proceeds for
deleveraging, resulting in LTV ratios staying well below 30%, and
management's strong commitment to a more stringent financial policy
could prompt a positive rating action. An upgrade would depend on
liquidity remaining adequate.




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G E R M A N Y
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ADO PROPERTIES: S&P Affirms 'BB' LongTerm ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings affirming German residential real estate company
ADO Properties S.A. (ADO) 'BB' long-term issuer credit rating on
ADO with stable outlook.

ADO decided to increase its stake in Consus Real Estate AG (Consus)
by exercising its call option and later by a voluntary tender offer
to minority shareholders.  ADO currently holds a 25.7% stake in
Consus, and it reported its intention to further increase its
stake, thereby gaining full control of Consus, in two steps.
Firstly, ADO would acquire control of Consus by exercising its call
option with Aggregate Holdings, to acquire a 51% stake at a fixed
exchange ratio of 0.2390x, implying an offer price of EUR6.11 (a
10% premium on Consus' current share price). S&P understands this
deal is conditional upon launch of the rights issue of EUR450
million (adjusted for dividend, as ADO will not distribute
dividends this year). Upon execution of the call option, a
domination agreement between ADO and Consus would be put in place
to secure full control. Secondly, ADO anticipates a public
voluntary tender offer to all of Consus' remaining minority
shareholders, and the transaction is expected to be completed by
third-quarter, 2020.

The acquisition would increase the group's size but also its
exposure to riskier development activities.  Pro forma the
transaction's closure, ADO's overall real estate portfolio would
increase to about EUR11.5 billion from approximately EUR3.6
billion. This would result from the addition of Consus' EUR2.8
billion portfolio, and the EUR5.1 billion portfolio of previous
acquisition, Adler Real Estate AG (Adler). The total gross assets
value of EUR11.5 billion includes EUR8.6 billion of yielding assets
and EUR2.9 billion of projects under development, out of which part
of it will be held under built to hold, and part of it will be
sold.

However, the transaction would significantly increase the group's
exposure to development activities, to about 20%-30% of its annual
EBITDA over 2020 and 2021, from below 5% at ADO's current
stand-alone level. S&P said, "We view property development
activities as more volatile than rental collection, reducing the
company's cash flow stability and predictability as a result. In
addition, we believe ADO has very limited experience in property
development and construction of real estate assets. That said, we
understand that ADO would use Consus' development platform to fuel
future growth of the combined group and develop residential and
commercial assets in Germany, for holding purposes, in the medium
to long term. We therefore view ADO's acquisition of Consus as
aligned with its long-term growth objectives; however, uncertainty
on the group's operational strategies and risk related to
construction remain key risks in our business risk profile
assessment."

On a combined basis, the development pipeline will include about 24
build-to-sell projects (of which 18 projects are forward sales and
six are condominiums); five noncore projects for sale
(approximately EUR450 million-EUR500 million of value, to be
completed by end-2020); and 11 build-to-hold projects. S&P said,
"We understand that most of the build-to-hold projects are
residential, and some are mixed developments, with some part of
commercial space connected to its residential projects.
Build-to-hold development projects are mainly located in Frankfurt,
Düsseldorf, Hamburg, Stuttgart, Berlin, and Cologne, where we
believe there is a pronounced housing shortage since new
residential supply cannot meet the strong demand."

Consus' currently high leverage will have a limited impact on
combined entity credit metrics. S&P assumes completion of 25 signed
project disposals at Consus level with gross cash proceeds of about
EUR1.1 billion, to be received by the end of third-quarter, 2020,
at the latest. Of those proceeds, EUR20 million are assumed to be
received at the end of 2020. From those cash receivables,
approximately EUR885 million of Consus' debt will be repaid and
balance cash net of transaction cost will be upstreamed to ADO for
potential further refinancing of debt in the short term, as well as
for development projects in the medium term. Before the transaction
is closed, S&P expects Consus to reduce its stand-alone debt
leverage thanks to secured disposals, so this should have only a
limited impact on the combined entity's credit metrics.

Pro forma transaction closure, Consus' EUR2.8 billion of gross
asset value (GAV), consisting primarily of land bank and
forward-sold projects, and net debt of about EUR1.7
billion--representing a debt-to-debt-and-equity ratio of
60.7%--will be consolidated at ADO's level. S&P further assumes
disposal of five noncore development projects after gaining full
control of Consus (approximately EUR450 million-EUR500 million in
value), plus EUR300 million to EUR320 million of receivables from
Adler's committed asset sales to be received by the fourth quarter
of 2020 at the latest. Part of this would be used toward repayment
of existing debt.

S&P said, "Based on the announced transaction and above
assumptions, we expect the S&P Global Ratings-adjusted
debt-to-debt-plus-equity ratio to remain at about 51%-53%
(including approximately EUR670 million of potential bargain
purchase gain from the Adler transaction and excluding the EUR831
million of treasury shares), from 50% at ADO's level. This level
would remain below 60% and be compatible with our previous guidance
for our 'BB' rating on ADO. We also expect an EBITDA interest
coverage of about 1.9x-2.1x in 2020, improving to 2.2x to 2.3x in
2021, from 2.2-2.3x at ADO level. We assumed a nine-month full
consolidation of Adler's financial statements and, for the
announced Consus transaction, a six-month full consolidation of
Consus' financial statements. Our forecast also includes the
group's fully underwritten EUR450 million equity issuance, expected
in third-quarter 2020, adjusted for one-time dividend cancellation
for this year and about EUR103 million-EUR105 million (EUR38
million operational and EUR65 million-EUR70 million financial)
synergies, in the next 12-18 months. In addition, we expect the
group's debt to-annualized-EBITDA ratio to remain high, between 16x
to 18x, over the same period. We assume most of the construction
capital expenditure (capex) will be funded from prepayments
receivables at different stages of the construction cycle as part
of the forward-sold development model of Consus, which therefore
limits the group's working capital needs in the future. We
understand that a bridge facility of EUR200 million and EUR450
miilion of rights issue proceeds would be used as backstop for
debt, for which change-of-control clauses would not be waived.

"We see ADO's cash flow generation as weaker than peers, despite
the increasing contribution from development activity.  We view the
company's cash flow generation as weaker than peers, despite its
assets having higher yields than similar-rated residential peers,
and despite material EBITDA contribution from more volatile
development activities (about 20% to 25% for the next 12 to 18
months). That is reflected in our expectation of a high debt to
annualized EBITDA, between 16x-18x, in the next 12-18 months."

In addition, the modifier also takes into account the group's
expansion into a new business line--the development and
construction of real estate--where ADO had no, or only very
limited, prior exposure. S&P said, "We believe the risks of real
estate development and construction activities are higher compared
with traditional residential real estate landlords, and increases
the volatility of a company's cash flow generation. We do not have
a track record of the successful execution and delivery of
development projects within the stipulated time frame. We also
understand that Consus' construction activities have been affected
by the COVID-19 pandemic, which may lead to delays in project
completions."

For these reasons, S&P applies downward adjustment to our anchor
rating for the negative comparable rating analysis modifier.

S&P said, "The stable outlook indicates our expectation of
continued favorable demand for residential real estate in Germany,
translating into stable cash flow generation, resilient occupancy
rates, and ongoing low but positive like-for-like rental income
growth. We have also taken into account ADO's plans to improve its
credit profile following the Consus acquisition, mainly
deleveraging through asset disposals and equity increase in 2020.

"Our base case assumes that the group's exposure to development
activities should remain below 30% of its EBITDA, which would
translate into an adjusted debt-to-debt-plus-equity ratio of about
51%-53% in the next 12 to 18 months, debt to EBITDA of about 16x to
18x, and an EBITDA interest coverage ratio of about 2x-2.3x."

Downside scenario

S&P said, "We could consider lowering our ratings if the combined
entity's debt to debt plus equity exceeds 60% and its EBITDA
interest coverage ratio falls to well below 2.0x; for example, as a
result of additional debt-funded investments or higher refinancing
costs. We could also take a negative action if the company were to
face difficulties in refinancing its upcoming debt maturities well
ahead of time--for example, upcoming debt maturities at the end of
2021--meaning its liquidity headroom would deteriorate. We would
also consider lowering the rating if ADO materially increases its
EBITDA generation from development activities compared with our
base case, therefore reducing the stability and visibility of its
cash flow base."

Upside scenario

A positive rating action would hinge on: the group's ability to
establish a track record of executing its operational and financial
strategy on the consolidated entity; the successful integration of
recent transactions, including Adler and Consus, through the
realization of anticipated synergies; and a clear and stable
management and governance structure. This would be supported by
reaching its leverage targets in a timely manner, the absence of
material credit negative effects from unforeseen events, and
credit-supportive financial decisions by management or the board.
That also includes the execution and delivery of its current
development pipeline within the stipulated timeframe, as well as a
progressive reduction of the contribution of development activities
to ADO's EBITDA, in line with the group's strategy.

S&P could also take a positive rating action if the group extends
its absolute cash flow base, and therefore increases the amount of
income generated and available for paying down debt, so that its
debt-to-EBITDA ratio would be comparable with other rated
residential real estate companies and substantially below 15x, with
debt to debt plus equity below 50%, and EBITDA interest coverage of
well above 2.4x. The ratio guidance assumes that the group
maintains an EBITDA generation from development activities as per
S&P's base case (20% to 30% over the next 12 to 18 months).


CONSUS REAL ESTATE: S&P Puts 'B-' ICR on Watch Positive
-------------------------------------------------------
S&P Global Ratings placed its 'B-' rating on Consus Real Estate AG
and 'CCC+' rating on the company's secured notes on CreditWatch
with positive implications.

ADO Properties S.A. (BB/Stable/B), a 25.7% shareholder of Consus
Real Estate AG, has decided to increase its stake in Consus by
exercising its call option and later by a voluntary tender offer to
minority shareholders.  ADO holds about 25.7% of Consus and has a
call option on a further 51% stake from shareholder, Aggregate. ADO
intends to increase its stake to gain full control of Consus in two
steps. Firstly, through exercise of the call option to acquire a
51% stake at a fixed exchange ratio of 0.2390x, implying an offer
price of EUR6.11 (a 10% premium to Consus' current share price)
with Aggregate Holdings. Upon execution of the call option, a
domination agreement between ADO and Consus would be put in place
to secure full control. Secondly, ADO anticipates a public
voluntary tender offer to all remaining Consus minority
shareholders. It expects to complete this transaction by
third-quarter 2020. Consus is currently listed on the German stock
exchange with only about 17.4% of its shares in free float. The
largest shareholders are Mr. Günther Walcher (51%), through
Aggregate, ADO (25.7%), and Mr. Christoph Gröner (5.9%).

Consus could benefit from extraordinary group support from a
stronger group if ADO takes full control.   If ADO becomes the
majority and controlling shareholder of Consus and S&P believes the
company will likely become an integrated and strategic division of
the combined group, Consus could benefit from extraordinary support
from the group in case of financial stress.

S&P said, "We see ADO's and the combined group's business risk
profile as significantly stronger than Consus'.   This is because
ADO's revenue comes from rental income which is materially less
volatile and more predictable than property development, Consus'
current main activity. ADO owns a EUR8.6 billion portfolio (pro
forma the Adler acquisition) of mostly residential assets in
Germany, which we view as quite resilient compared with the office
segment for example. We understand that ADO intends to use Consus'
development platform to fuel future growth of the combined group
and develop mainly residential assets in Germany for holding
purposes in the medium to long term. ADO will manage Consus'
development pipeline of forward-sold projects to institutional
investors and condominium projects until delivery. We also
understand that ADO will most likely sell all noncore projects and
will only hold core projects that will be leased in the medium to
long term. In addition, we will observe closely the future
governance structure and alignment of interests between Consus, its
new shareholders, and its creditors."

Consus' financial profile will also benefit from the transaction
and the sale of a further eight development projects, on top of 17
development projects already sold.  S&P said, "We view ADO and the
pro forma consolidated entity as more prudently geared than Consus,
with a debt-to-debt-and-equity ratio of 50%-52%. This is compatible
with a 'BB' rating under our REIT methodology. Before the
transaction is closed, we also expect Consus to reduce its
stand-alone debt leverage, thanks to secured disposals. We
understand the company has sold eight development projects to
Partners Immobilien Capital Management and 17 to Groner Group GmbH,
for a total transaction value of about EUR1.1 billion. This is
equivalent to a gross development value (GDV) of EUR4.3 billion and
sold on a premium to the market value as of Dec. 31, 2019. Consus
expects to receive the sales proceeds before the end of
third-quarter 2020 and only small amount of those proceeds are
assumed to be received at the end of 2020. Consus will use part of
the cash proceeds from the disposals to repay EUR865 million of its
existing project level debt; and the remainder will be upstreamed
to ADO for potential further repayment of Consus' expensive debt in
the short term as well as for development projects in the medium
term. These moves would reduce the company's debt and would have a
limited negative impact on ADO's credit metrics, which we view as
stronger than Consus'."

CreditWatch

S&P said, "The CreditWatch positive placement reflects our view
that Consus' creditworthiness could improve significantly if ADO
takes full control of the company. We expect to resolve the
CreditWatch when the transaction closes.

'We could affirm the rating with a stable outlook if ADO does not
gain control of Consus. In that case, we would continue to assess
Consus on a stand-alone basis.

"We could raise the ratings on Consus if ADO executes its call
option and takes majority ownership and therefore control of
Consus. This is because Consus would benefit from the stronger
credit quality of the combined entity. The extent of the upgrade
would depend on the degree of integration of Consus with ADO, and
therefore, we could raise the ratings on Consus by up to four
notches, based on our estimate of group support."


REBECCA BIDCO: Moody's Assigns B1 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating and
B1-PD probability of default rating to Rebecca BidCo GmbH, a
holding company formed to effect the acquisition of RENK AG (RENK
or the company) by the "Triton V" fund advised funds managed by
Triton. RENK is a manufacturer of drive technologies and is active
in various end markets, including defense, marine, cement, oil &
gas, and power generation.

Concurrently Moody's has assigned B1 instrument rating to the
proposed EUR300 million 7-year senior secured notes, issued by
Rebecca BidCo GmbH. The outlook on the ratings is stable.

The proceeds of the debt financing, alongside new equity, will be
used to finance the acquisition of a 76% stake in RENK AG from
Volkswagen Vermogensverwaltungs-GmbH, a subsidiary of Volkswagen AG
(A3 negative), as well as to pay transaction related fees and
expenses.

RATINGS RATIONALE

The rating reflects the company's: (1) strong positions in niche
markets for military tracked vehicle transmissions and naval
gearboxes, which have high barriers to entry; (2) its large
military end market and aftermarket exposures, which together
account for more than 70% of revenues, providing with some earnings
stability in weak economic environment; (3) an increasing
maintenance intensity in the defense sector, due to aging military
vehicle and navy fleets, supporting demand for company's products
and services; (4) good near term revenue visibility, supported by
sizable order backlog representing 1.5x of sales as of year-end
2019; (5) attractive margins in its defense business reflecting its
sole source positions, limited competition and low product
substitution risk; and (6) long relationships with Ministries of
Defense and OEMs underpinned by product expertise.

The rating also reflects: (1) the company's relatively small scale,
with EUR559 million of revenues in 2019; (2) its exposure to
commercial end markets including oil & gas and civil marine, which
Moody's expects to weaken this year and which may lead to a
continuation of the operating margin pressure observed over the
last few years; (3) the potential for demand reductions due to
delay in the production or shipping of defense products or cuts in
defense spending due to fiscal constraints; (4) track record of
negative free cash flow (FCF) generation in the past three years,
with FCF generation dependent on working capital which was volatile
in the past; (5) risks that existing competitive price pressures in
selected industrial end markets will further intensify in the
current economic downturn; and (6) starting pro forma
Moody's-adjusted gross leverage of 4.5x based on 2019 financials.
The rating considers that any additional funds required to buy out
minority shareholders of RENK in excess of the initial debt quantum
to be raised with the proposed transaction, would be funded from an
equity injection from the private equity sponsors.

In Moody's view the impact of coronavirus pandemic on RENK's
results should be fairly limited in 2020 given revenue visibility,
in particular in its defense business and due to material
aftermarket activities. However, the company may experience a delay
of certain service and maintenance projects due to travel
restrictions this year with expectation of a subsequent recovery of
forgone maintenance activity in 2021.

Moody's recognizes that RENK has a history of complying with
financial, legal and regulatory requirements in its operating
jurisdictions, also being a listed company. Governance risks that
Moody's considered in RENK's credit profile include: 1) financial
policies which are likely to maintain relatively high leverage and
2) reliance on key individuals to maintain strong OEM relationships
and manage new contracts. Moody's would expect appropriate
management incentives in place under an LBO to retain key staff.

LIQUIDITY

Moody's considers RENK's liquidity profile to be adequate. As of Q1
2020, the company had a cash balance of EUR117m however Moody's
understands it will reduce by EUR40 million with the expected
shareholder loan repayment in 2021, which is a part of this
transaction. At closing the company will have access to the
initially undrawn committed EUR50 million super senior revolving
credit facility (RCF). In addition, the company will put in place
EUR167.5 million of guarantee lines at deal closing. The cash
balances and the RCF will provide the company with some headroom to
accommodate swings in working capital. The revolving credit
facility has springing net financial leverage covenant, tested if
RCF is more than 40% drawn. The covenant is set with ample initial
headroom at closing of the transaction and Moody's expects RENK to
ensure covenant compliance at all times.

STRUCTURAL CONSIDERATIONS

Post-closing of the transaction, a Domination and Profit and Loss
Transfer Agreement will be established between Rebecca BidCo GmbH
and RENK AG, which is expected to take approximately 5-7 months. As
long as this process is pending finalization and subject to a
number of steps - including a possible court decision in the event
that the minority shareholders contest the agreement -- RENK AG and
its subsidiaries will not be guaranteeing the proposed notes issued
by Rebecca BidCo GmbH. Moody's believes that the probability that
the DPLTA may not be executed is fairly small. The assigned ratings
are based on the expectation that the transaction is executed as
currently envisaged by management.

Upon completion of the DPLTA, the proposed EUR300 million senior
secured notes will be guaranteed by RENK's subsidiaries accounting
for approximately 80% of the group's consolidated EBITDA and will
be secured by certain assets (mainly share pledges and bank
accounts) of the guarantors. The EUR50 million super senior RCF
benefits from the same security package and guarantor coverage as
the senior secured notes, but receives enforcement proceeds in case
of liquidation prior to senior secured notes holders. Hence,
Moody's has ranked the super senior RCF ahead of the secured notes.
Trade payables, as well as lease rejection claims and pension
obligations, are ranked at the same level as the senior secured
notes. Assuming a standard 50% recovery rate for capital structures
with both bond and bank debt, the senior secured notes are rated B1
in line with the CFR.

OUTLOOK

The stable outlook reflects Moody's expectations that RENK's
business is resilient enough to avoid Moody's-adjusted leverage
rising sustainably above 5.0x in the next 18-24 months, while
generating small but positive free cash flow. In addition, the
outlook assumes that the company maintains adequate liquidity and
no debt-financed acquisitions or distributions will occur which
would result in a material increase in leverage.

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

A ratings upgrade is unlikely in the near-term because of currently
weak operating environment and continuing uncertainty related to
the coronavirus. In addition, a continued growth of backlog and
improvement in scale and business diversification through a higher
share of maintenance activities would be necessary for an upgrade.
It would also require that Moody's-adjusted gross leverage reduces
below 4.0x, EBITA margins increase above 12% and FCF / Debt
improves to the high single digit percentages.

The ratings could be downgraded if Moody's-adjusted gross leverage
rises sustainably above 5.0x, if EBITA margins reduce below 8%,
free cash flow turns negative and liquidity profile deteriorates. A
downgrade could also occur if funds required to buy out minority
shareholders of RENK would be financed by debt resulting in a
material increase in leverage.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Aerospace and
Defense Methodology published in March 2018.

COMPANY PROFILE

Headquartered in Augsburg, Germany, RENK is a manufacturer of
high-quality gear units, automatic transmissions, slide bearings,
suspension systems, couplings, and test systems. Operating through
four business units: Vehicle Transmissions, Special Gear Units,
Standard Gear Units, and Slide Bearings, the company serves a
diverse set of end markets, with around half of its revenues in the
defense sector. RENK operates through 7 production sites and 13
branches globally. In 2019 the company reported EUR559 million of
revenues.


REBECCA BIDCO: S&P Assigns Preliminary 'B' ICR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit and issue ratings to Germany-based manufacturer Rebecca
Bidco GmbH (RENK) and its proposed EUR300 million secured senior
notes. The preliminary recovery rating on the notes is '3'.

The acquisition of RENK by Triton will be debt- and equity-financed
and result in higher leverage.  As part of the acquisition
financing, RENK plans to issue: EUR300 million of new senior
secured notes; a EUR50 million revolving credit facility (RCF;
super senior to the notes); and a new EUR167.5 million super senior
guarantee facility. The proceeds, together with a EUR261 million
equity contribution by the new owner Triton, will be used to
purchase 76% of RENK (EUR520 million) and the related fees. As of
March 31, 2020, RENK had about EUR117 million of cash on its
balance sheet. The EUR50 million RCF, which ranks super senior to
the notes, will be undrawn at closing. Triton launched a public
takeover offer for the 21% minority stake of RENK, which will be
financed via an equity contribution in the coming months.

RENK's leverage will increase post transaction.  S&P said, "After
the transaction, we forecast S&P Global Ratings-adjusted debt to
EBITDA for 2020 will be about 4.7x. We include as debt a EUR40
million shareholder loan with a two-year maturity that we expect
will be repaid in 2022. At the same time, we forecast funds from
operations (FFO) to debt of about 11%-12%. We forecast that the
company will exhibit adjusted margins of about 13%, positive free
operating cash flow (FOCF), with good cash interest coverage and
adequate liquidity. FOCF should remain positive in 2020 and 2021,
since RENK plans to gradually reduce capital expenditure (capex)
but also to materially improve working capital, with an expected
working capital-related cash inflow of up to EUR25 million in 2020
versus a cash outflow of about EUR65 million-EUR70 million in 2019.
This assumption of a material improvement in working capital is key
to our base case."

The defense business generates approximately half of group revenue,
has a high profit share, a strong order book, and long lead times.
The defense business mainly comprises vehicle transmissions and
navy gearboxes, which benefit from exposure to end markets that are
exhibiting robust demand and growth prospects, coupled with good
contract visibility and longevity. S&P views barriers to entry as
high once RENK is on a platform and has won a contract. Design and
certification of products can last multiple years. Therefore, given
the high qualification costs, switching entrenched suppliers is
expensive and unappealing for many end customers. The group
generates approximately one-third of total revenue from aftermarket
and services activities, leading to recurring earnings at higher
margins than the rest of the business.

S&P said, "We consider high customer and geographic concentration,
coupled with potential warranty claims, as a risk for
profitability.  We consider RENK as a tier 2 or 3 supplier, with
high customer and geographic concentration and a recent history of
pressured profitability." Despite producing and distributing in
many countries and regions globally, nearly 30% of group revenue is
generated in Germany, which together with the rest of Europe (33%),
accounts for nearly two-thirds of sales. At the same time, the
top-10 customers have generated about 40%-45% of revenue since
2014, with annual fluctuations because of RENK's project-driven
business model. Given the nature of RENK's business model, warranty
claims can arise in the ordinary course of business. The annual
impact on RENK's bottom line of previous warranty claims has ranged
between EUR5 million and EUR11 million annually since 2017.
Although there are currently no claims of this size, new claims
could put pressure on profitability. The decline in profitability
exhibited since 2017 is partly explained by one warranty claim, the
phase-out of gear unit activities in the wind sector, and the
increasing price pressure observed in commercial end-markets.

On the other hand, the nondefense business has more challenging end
markets.   RENK operates in civil marine, oil and gas, power,
cement, plastics, steel, wind, and mechanical/plant engineering.
S&P thinks demand in some of these markets will be subdued or
choppy, especially as a result of measures taken by governments in
response to the COVID-19 pandemic and the recent volatility in oil
and gas markets.

S&P said, "We assess RENK as a financial sponsor-related owned
entity, given its acquisition by Triton.  RENK's new capital
structure includes preference shares and shareholder loans that sit
outside the restricted group. We consider these instruments as
equity-like, except for the EUR40 million shareholder loan, which
we view as debt-like. This is because this instrument has a
two-year maturity, and Triton and RENK plan to repay it by 2021. We
also note that there are no transfer restrictions (to third parties
of the shareholder loan). When calculating adjusted debt, we
consider RENK's new debt facilities and then adjust for about EUR6
million of operating leases, about EUR10 million of pension-related
obligations, and the EUR40 million shareholder loan. We apply a
100% cash haircut and also consider that RENK may follow a
shareholder-friendly dividend policy."

S&P views RENK's management and governance as fair.   The group has
clear strategic planning processes and good depth and breadth of
management. However, RENK is now under new ownership by a
private-equity sponsor. Management will need to steer the business
through a period of transformation under the new ownership and also
navigate uncertainty caused by the COVID-19 pandemic, establishing
a new track record in the process.

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

-- Health and safety.

S&P Global Ratings acknowledges a high degree of uncertainty about
the rate of spread and peak of the coronavirus outbreak. Some
government authorities estimate the pandemic will peak about
midyear, and we are using this assumption in assessing the economic
and credit implications. S&P said, "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 final ratings will depend on our receipt and
satisfactory review of all final transaction documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of final ratings. If S&P Global Ratings does not receive
the final documentation within a reasonable time frame, or if the
final documentation departs from materials reviewed, we reserve the
right to withdraw or revise our ratings." Potential changes
include, but are not limited to, shares terms, utilization of the
loan proceeds, maturity, size and conditions of the loans,
financial and other covenants, security, and ranking.

S&P said, "The stable outlook reflects our expectation that RENK
will continue to deliver its business strategy, increasing its
revenue and gradually improving profitability. We expect that RENK
will maintain adjusted EBITDA margins of 13% or more in 2020 and
2021, but that adjusted debt to EBITDA will remain at about 4.7x
including the shareholder loan that we treat as debt. We expect
RENK will exhibit positive FOCF and FFO cash interest coverage of
more than 2.5x over our 12-month rating horizon.

"We could lower the rating if FFO cash interest coverage decreases
below 2.5x because of operational setbacks or a debt-financed
financial policy or acquisitions. We could also take a negative
rating action if adjusted FOCF were to materially weaken, because
in our view this would lead to a more highly leveraged capital
structure, specifically with debt to EBITDA exceeding 6.0x. We
could also lower the rating if the ratio of liquidity sources to
uses were to decrease to less than 1.2x.

"We consider a positive rating action as unlikely over our 12-month
outlook horizon, but we could raise the rating if RENK were to
improve debt to EBITDA sustainably below 4.5x, supported by
positive FOCF and positive industry trends and robust operating
performance."


WIRECARD AG: North American Unit Puts Itself Up for Sale
--------------------------------------------------------
Kanishka Singh at Reuters reports that Wirecard North America Inc,
a unit of German payments company Wirecard AG, on June 29 said it
has put itself up for sale, days after the troubled parent firm
filed for insolvency.

The U.S.-based unit, which was bought by Wirecard in 2016, said an
investment bank is coordinating the sale process, Reuters relates.
The unit was formerly known as Citi Prepaid Card Services, Reuters
notes.

It did not provide further details but said Wirecard North America
is a separate legal and business entity of Wirecard and is
"substantially autonomous" from the German company, adding that it
remains "self-sustaining", Reuters relays.


WIRECARD AG: Opposition Calls for Parliamentary Probe Into Collapse
-------------------------------------------------------------------
Andreas Rinke and Neil Jerome Morales at Reuters report that
Germany's opposition, on June 29, called for a parliamentary
inquiry into the collapse of payments firm Wirecard after a global
fraud that left a gaping hole in its books went undiscovered by
auditors and regulators for years.

According to Reuters, the request for an inquiry came after Germany
said it would cancel its contract with the country's privately-run
accounting watchdog FREP as a result of a scandal that financial
regulator BaFin has branded a "total disaster".

Wirecard filed for insolvency on June 25 owing creditors almost
US$4 billion after disclosing a EUR1.9 billion (US$2.1 billion)
hole in its accounts that its auditor EY said was the result of a
sophisticated global fraud, Reuters recounts.

Liberal member of parliament Frank Schaeffler, who also sits on
Bafin's supervisory board, asked for the parliamentary inquiry and
said he believed there were both structural and personnel
shortcomings at the financial regulator, Reuters relates.

Another BaFin board member and member of parliament said the German
government should be investigated too as there had been frequent
reports of problems at Wirecard, Reuters notes.

A spokesman for the justice ministry said the government was
analyzing the extent to which audit oversight should be reformed,
Reuters relays.

Wirecard's implosion came seven days after EY, its auditor for over
a decade, refused to sign off on the 2019 accounts, forcing out
Chief Executive Markus Braun and leading the company to say that
EUR1.9 billion of its cash probably didn't exist, Reuters
recounts.

According to Reuters, BaFin is also considering imposing a
moratorium on Wirecard's banking division to prevent any money
flowing out, people close to the matter said, adding that no
decision on such a move had yet been taken.




=============
I R E L A N D
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ADAGIO VII: Fitch Keeps Class F Debt on Watch Negative
------------------------------------------------------
Fitch Ratings has revised one tranche Outlook to Negative,
maintained Rating Watch Negative status on two tranches and
affirmed the ratings on six tranches of Adagio VII CLO DAC.

Adagio VII CLO DAC      

  - Class A XS1861325998; LT AAAsf; Affirmed

  - Class B-1 XS1861326376; LT AAsf; Affirmed

  - Class B-2 XS1861326616; LT AAsf; Affirmed

  - Class C-1 XS1861326962; LT Asf; Affirmed

  - Class C-2 XS1861327424; LT Asf; Affirmed

  - Class D XS1861327770; LT BBBsf; Affirmed

  - Class E XS1861327937; LT BBsf; Rating Watch Maintained

  - Class F XS1861328075; LT B-sf; Rating Watch Maintained

TRANSACTION SUMMARY

Adagio CLO VII DAC is a cash flow collateralised loan obligation.
The portfolio is actively managed by AXA Investment Managers.

KEY RATING DRIVERS

Portfolio Performance Deterioration: The portfolio has experienced
further negative rating migration in light of the coronavirus
pandemic. Per Fitch calculation, the WARF of the portfolio has
increased to 35.17 from a reported 33.61 as of April 2020 and it is
in breach of its test. The transaction is below par by 52bp
(assuming defaulted assets at zero principal balance). Assets with
a Fitch-derived rating of 'CCC' category or below represent 8.28%,
while assets with a Fitch derived rating on Negative Outlook is at
19.73% of the portfolio balance.

'B'/'B-' Category Portfolio Credit Quality: Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch-calculated 'CCC' and below category assets (including
non-rated assets) represented 8.28% of the portfolio on May 20,
2020, which was over the 7.5% limit.

High Recovery Expectations: The portfolio wholly comprises senior
secured obligations. Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets. Fitch's weighted average recovery rate of the
portfolio is 63.89%.

Portfolio Composition: The portfolio is well diversified across
obligors, countries and industries. Exposure to the top 10 obligors
is 14.08% and no obligor represents more than 3% of the portfolio
balance. The largest industry is business services at 20.88% of the
portfolio balance, followed by chemicals at 11.14% and healthcare
at 10.22%.

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

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

Deviation from Model-Implied Rating: The model-implied rating for
classes E and F is two notches below the current ratings. The
committee deviated from the model-implied ratings on both classes
as these were driven by the back-loaded default timing scenario
only. These ratings are in line with the majority of Fitch-rated
EMEA CLOs. Both notes were put on Rating Watch Negative again as
there are shortfalls even at the updated rating and in the
coronavirus sensitivity scenario.

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

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

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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.


BBAM EUROPEAN I: S&P Assigns B- Rating on Class F Notes
-------------------------------------------------------
S&P Global Ratings assigned its credit ratings to BBAM European CLO
I's class A, B-1, B-2, C, D, E, and F notes. At closing, the issuer
also issued unrated subordinated notes.

This is a European cash flow CLO transaction, securitizing a pool
of primarily syndicated senior secured loans or bonds. The
portfolio's reinvestment period will end approximately three years
after closing, and the portfolio's maximum average maturity date
will be seven years after closing. Under the transaction documents,
the rated notes pay quarterly interest unless there is a frequency
switch event. Following this, the notes will permanently switch to
semiannual payment.

As of the closing date, the issuer owns approximately 90% of the
target effective date portfolio. S&P said, "We consider that the
portfolio on the effective date will be well-diversified, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. Therefore, we have conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow collateralized debt obligations."

  Portfolio Benchmarks
                                                      Current
  S&P Global Ratings weighted-average rating factor     2,728
  Default rate dispersion                              503.48
  Weighted-average life (years)                          5.57
  Obligor diversity measure                             76.53
  Industry diversity measure 17.96
  Regional diversity measure                             1.27

  Transaction Key Metrics
                                                      Current
  Total par amount (mil. EUR)                          251.30
  Defaulted assets (mil. EUR)                               0
  Number of performing obligors                            92
  Portfolio weighted-average rating
   derived from S&P's CDO evaluator                       'B'
  'CCC' category rated assets (%)                        2.83
  'AAA' weighted-average recovery (%)                   35.19
  Weighted-average spread net of floors (%)              3.59

S&P sadi, "In our cash flow analysis, we have modeled the target
par amount of EUR250 million, a 'AAA' weighted-average recovery
rate of 35.00%, a weighted-average spread of 3.50%, and a
weighted-average coupon of 4.00%. Our cash flow analysis considers
scenarios where the underlying pool comprises 100% of floating-rate
assets, and where the fixed-rate bucket is fully utilized (10%).

"In light of the rapidly shifting credit dynamics within CLO
portfolios due to continuing rating actions (downgrades,
CreditWatch placements, and outlook changes) on speculative-grade
corporate loan issuers, and in line with paragraph 15 of our global
corporate CLO criteria, we have considered a minimum break-even
default rate (BDR) and scenario default rate (SDR) cushion of 1.5%.
Our application of a 1.5% cushion was informed by the amount of
assets rated 'B-' and below, and by the proportion of ratings that
are on CreditWatch negative or have a negative outlook.

"Following our credit and cash flow analysis, and the application
of our minimum BDR-SDR cushion, all class of notes (except class A)
could withstand higher rating levels than those we have assigned."
However, as the CLO is still in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
have capped our assigned ratings on the notes.

The Bank of New York Mellon (London Branch) is the bank account
provider and custodian. Its documented downgrade remedies are in
line with S&P's counterparty criteria.

The issuer can purchase up to 20% of non-euro assets, subject to
entering into asset-specific swaps. J.P. Morgan AG acts as swap
counterparty. Its downgrade provisions are in line with S&P's
counterparty criteria for liabilities rated up to 'AAA'.

The issuer is bankruptcy remote, in accordance with S&P's legal
criteria.

The CLO is managed by BlueBay Asset Management LLP. Under S&P's
"Global Framework For Assessing Operational Risk In Structured
Finance Transactions," published on Oct. 9, 2014, it expects the
maximum potential rating on the liabilities to be 'AAA'.

Following S&P's analysis of the credit, cash flow, counterparty,
and legal risks, it believes its ratings are commensurate with the
available credit enhancement for each class of notes.

Scenario Analysis

In addition to S&P's standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, it has also
included the sensitivity of the ratings on the class A to E notes
to five of the 10 hypothetical scenarios it looked at in its recent
publication

S&P Global Ratings acknowledges a high degree of uncertainty about
the evolution of the coronavirus pandemic. The consensus among
health experts is that the pandemic may now be at, or near, its
peak in some regions, but will remain a threat until a vaccine or
effective treatment is widely available, which may not occur until
the second half of 2021. S&P said, "We are using this assumption in
assessing the economic and credit implications associated with the
pandemic (. As the situation evolves, we will update our
assumptions and estimates accordingly."

  Ratings List

  Class    Rating    Amount   Subordination (%)   Interest rate*
                   (mil. EUR)

  A       AAA (sf)    140.00    44.0     Three/six-month EURIBOR
                                            plus 1.60%

  B-1     AA (sf)      15.00    33.0     Three/six-month EURIBOR
                                            plus 2.20%

  B-2     AA (sf)      12.50    33.0     2.65%

  C       A (sf)       20.00    25.0     Three/six-month EURIBOR
                                            plus 2.80%

  D       BBB (sf)     15.00    19.0     Three/six-month EURIBOR
                                            plus 4.10%

  E       BB (sf)      11.00    14.6     Three/six-month EURIBOR
                                            plus 6.84%

  F       B- (sf)       5.50    12.4     Three/six-month EURIBOR
                                            plus 7.20%

  Subordinated  NR        31.50   N/A      N/A

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

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


CIFC EUROPEAN I: Fitch Lowers Rating on Class E Debt to BB-sf
-------------------------------------------------------------
Fitch Ratings has taken rating actions on CIFC European Funding CLO
I DAC.

RATING ACTIONS

CIFC European Funding CLO I DAC

Cl. A XS2020690884;   LT AAAsf Affirmed; previously at AAAsf

Cl. B-1 XS2020691429; LT AAsf Affirmed; previously at AAsf

Cl. B-2 XS2020692153; LT AAsf Affirmed; previously at AAsf

Cl. C XS2020692740;   LT Asf Affirmed; previously at Asf

Cl. D XS2020693557;   LT BBB-sf Affirmed; previously at BBB-sf

Cl. E XS2020693987;   LT BB-sf Downgrade; previously at BBsf

Cl. F XS2020694100;   LT B-sf Rating Watch Maintained; previously
at B-sf

Cl. X XS2020690454;   LT AAAsf Affirmed; previously at AAAsf

TRANSACTION SUMMARY

The transaction is in its reinvestment period which is scheduled to
end in January 2024 and the portfolio is actively managed by CIFC
CLO Management II, LLC.

KEY RATING DRIVERS

Portfolio Performance Deterioration

The transaction is currently below par value (-0.4%). The Fitch
weighted average rating factor (WARF) test was reported at 33.59 in
the June 10, 2020 trustee report, above a maximum of 33.00. Fitch's
updated calculation as of June 23, 2020 shows an increase to 34.37
(assuming the 1.5% of unrated names as 'CCC'). With this updated
WARF level, the manager would not be able to move to another matrix
point without failing its collateral quality tests.

The 'CCC' category or below assets represented 4.1% (or 5.6% if
including unrated names, which the agency conservatively assumes as
'CCC' while the manager may classify as 'B-' for up to 10% of the
portfolio) as of June 23, 2020, compared with its 7.5% limit.
Assets with a Fitch-derived rating on Negative Outlook represent
19.5% of the portfolio balance. There are no defaulted assets. All
other tests, including the overcollateralisation and interest
coverage tests, were reported as passing.

'B/B-'Category Portfolio Credit Quality: Fitch assesses the average
credit quality of obligors to be in the 'B'/'B-' category. The
Fitch-calculated WARF as of June 23, 2020 of the current portfolio
is 34.37.

High Recovery Expectations: 98.8% of the portfolios comprise senior
secured obligations. Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch recovery rate is 65.62%.

Portfolio Composition

The portfolio is well diversified across obligors, countries and
industries. The top 10 obligor's concentration is 17.1% and no
obligor represents more than 2.1% of the portfolio balance.

Cash Flow Analysis

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

The model-implied rating for the class F notes is one notch below
the current rating. Fitch has deviated from the model-implied
rating on the class F notes as it was driven by the back-loaded
default timing scenario, which Fitch considered unlikely.

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

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Baseline Scenario Impact

Fitch carried out a sensitivity analysis on the current portfolio
to envisage the coronavirus baseline scenario. The agency has
downgraded the ratings for all assets with corporate issuers on
Negative Outlook regardless of sector. This scenario shows large
shortfalls for the class E and F notes under their respective
ratings, which are on Rating Watch Negative. For the class D notes,
this scenario also shows shortfalls but with a lesser magnitude,
which is reflected in the Negative Outlook on the notes' rating.

Coronavirus Downside Scenario Impact

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


GRAND HARBOUR 2019-1: Moody's Confirms B3 Rating on Cl. F Notes
---------------------------------------------------------------
Moody's Investors Service confirmed the ratings on the following
notes issued by Grand Harbour CLO 2019-1 Designated Activity
Company:

EUR28,000,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2032, Confirmed at Baa3 (sf); previously on Jun 3, 2020 Baa3
(sf) Placed Under Review for Possible Downgrade

EUR23,000,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2032, Confirmed at Ba3 (sf); previously on Jun 3, 2020 Ba3 (sf)
Placed Under Review for Possible Downgrade

EUR10,800,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2032, Confirmed at B3 (sf); previously on Jun 3, 2020 B3 (sf)
Placed Under Review for Possible Downgrade

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

EUR250,000,000 Class A Senior Secured Floating Rate Notes due 2032,
Affirmed Aaa (sf); previously on Aug 22, 2019 Assigned Aaa (sf)

EUR13,000,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Affirmed Aa2 (sf); previously on Aug 22, 2019 Assigned Aa2
(sf)

EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Affirmed Aa2 (sf); previously on Aug 22, 2019 Assigned Aa2 (sf)

EUR26,000,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2032, Affirmed A2 (sf); previously on Aug 22, 2019 Assigned A2
(sf)

Grand Harbour CLO 2019-1 Designated Activity Company, issued in
August 2019, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by MeDirect Bank (Malta) Plc. The
transaction's reinvestment period will end in March 2024.

RATINGS RATIONALE

The action concludes the rating review on the Class D, E and F
notes announced on June 3, 2020 which was primarily prompted by a
continuing decline in the credit quality of CLO portfolios as a
result of economic shocks stemming from the coronavirus pandemic.

Stemming from the coronavirus outbreak, the credit quality of the
portfolio has deteriorated as reflected in an increase in Weighted
Average Rating Factor (WARF) and in the proportion of securities
from issuers with ratings of Caa1 (sf) or lower. The transaction is
currently failing its WARF test [1], and in addition securities
with default probability ratings of Caa1 (sf) or lower currently
make up approximately 16.66% of the underlying portfolio. 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
(WARR), Weighted Average Spread (WAS) and Weighted Average Life
(WAL).

The key model inputs Moody's uses in its analysis, such as par,
WARF, diversity score and the WARR, 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
401,099,478 with no defaulted assets, a weighted average default
probability of 28.81% (consistent with a WARF of 3403 over a WAL of
6.2 years), a WARR upon default of 44.77% for a Aaa liability
target rating, a diversity score of 45 and a WAS of 3.95%.

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

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

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, 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: (1) the manager's investment strategy and behaviour;
and (2) divergence in the legal interpretation of CDO documentation
by different transactional parties because of embedded
ambiguities.

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.


HARVEST CLO XII: Fitch Affirms B-sf Rating on Class F-R Debt
------------------------------------------------------------
Fitch Ratings has maintained one tranche of Harvest CLO XII DAC on
Rating Watch Negative (RWN) and affirmed the others.

RATING ACTIONS

Harvest CLO XII DAC

Cl. A-1R XS1692039206; LT AAAsf Affirmed;        previously AAAsf

Cl. B-1R XS1692040980; LT AAsf Affirmed;         previously AAsf

Cl. B-2R XS1692041525; LT AAsf Affirmed;         previously AAsf

Cl. C-R XS1692042259;  LT Asf Affirmed;          previously Asf

Cl. D-R XS1692043067;  LT BBBsf Affirmed;        previously BBBsf

Cl. E-R XS1692043737;  LT BBsf Affirmed;         previously BBsf

Cl. F-R XS1692044388;  LT B-sf Watch Maintained; previously B-sf

TRANSACTION SUMMARY

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

KEY RATING DRIVERS

The RWN on one tranche and Negative Outlook on one tranche reflect
the deterioration of the portfolio as a result of the negative
rating migration of the underlying assets in light of the
coronavirus pandemic. The transaction is below target par.

By Fitch's calculation, 'CCCsf' or below category assets (including
non-rated assets) represent 9.28%, which is above the 7.5% limit.
The Fitch weighted average rating factor (WARF) and weighted
average recovery rate (WARR) test are also failing as per the last
trustee report. All other tests, including the
overcollateralisation and interest coverage tests, are being
passed.

Asset Quality:

'B'/'B-' Portfolio Credit Quality: Fitch considers the average
credit quality of obligors to be in the 'B'/'B-' range. The
Fitch-calculated WARF of the portfolio increased to 35.64 at June
20, 2020, compared with the trustee-reported WARF of 35.44.

Asset Security:

High Recovery Expectations: Senior secured obligations comprise
97.91% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch WARR of the current portfolio is
64.12%.

Portfolio Composition:

The top 10 obligors' concentration is 15.09% and no obligor
represents more than 2.0% of the portfolio balance. By Fitch's
calculation, the largest industry is business services at 20.05% of
the portfolio balance, and top three largest industries at 41.41%,
against the limit of the largest industry at 15.00% and top 3 at
35.00%.

Cash Flow Analysis:

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

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

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Baseline Scenario Impact:

Fitch carried out a sensitivity analysis on the target portfolio to
determine the coronavirus baseline scenario. The agency notched
down the ratings for all assets with corporate issuers on Negative
Outlook regardless of sector. This scenario demonstrates the
resilience of the current ratings with cushions except for the
class E and F notes, which show small cushions which may erode
quickly with a small deterioration of the portfolio.

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


ORWELL PARK: Fitch Affirms Bsf Rating on Class E Debt
-----------------------------------------------------
Fitch Ratings has affirmed Orwell Park CLO.

RATING ACTIONS

Orwell Park CLO DAC

Class A-1-R XS1651871722; LT AAAsf Affirmed;  previously AAAsf

Class A-2-R XS1651871995; LT AA+sf Affirmed;  previously AA+sf

Class B-R XS1651872290;   LT A+sf Affirmed;   previously A+sf

Class C-R XS1651872456;   LT BBB+sf Affirmed; previously BBB+sf

Class D XS1229265670;     LT BB+sf Affirmed;  previously BB+sf

Class E XS1229265324;     LT Bsf Affirmed;    previously Bsf

TRANSACTION SUMMARY

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

KEY RATING DRIVERS

Deleveraging despite Negative Credit Migration

The affirmation with Stable Outlook reflects further deleveraging
of the transaction since it exited its reinvestment period in July
2019. Transaction performance is stable despite negative credit
rating migration of the underlying assets in light of the current
pandemic. As per the trustee report dated May 15, 2020, the
transaction was passing all coverage tests except the Fitch
weighted average rating factor (WARF) and the Fitch 'CCC' tests.
The Fitch-calculated WARF as of June 20, 2020 was 35.05, higher
than the trustee-reported of 34.56 and the covenant 34.5. The
Fitch-calculated 'CCC' category or below assets (including the
non-rated names) represented 9.23% as of June 20, 2020, compared
with a 7.5% limit.

'B'/'B-' Category Portfolio Credit Quality

Fitch assesses the average credit quality of obligors in the
'B'/'B-' category.

High Recovery Expectations

Senior secured obligations comprise 97.38% of the portfolios. Fitch
views the recovery prospects for these assets as more favourable
than for second-lien, unsecured and mezzanine assets. The Fitch's
weighted average recovery rate (WARR) of the current portfolio is
64.7%.

Portfolio Composition

The portfolios are well-diversified across obligors, countries and
industries. The top-10 obligor exposure is 15.51% and no obligor
represents more than 1.75% of the portfolio balance. The largest
industry is business services at 17.9% of the portfolio balance,
followed by healthcare at 13.52% and computer and electronics at
9.32%.

Cash Flow Analysis

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

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

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade: Upgrades may occur in case of a
better-than-expected portfolio credit quality and deal performance,
leading to higher credit enhancement (CE) and excess spread
available to cover for losses on the remaining portfolio. Factors
that could, individually or collectively, lead to negative rating
action/downgrade: Downgrades may occur if the build-up of CE
following amortisation does not compensate for a greater loss
expectation than initially assumed due to unexpected high levels of
defaults and portfolio deterioration. As the disruptions to supply
and demand due to COVID-19 become apparent for vulnerable sectors,
loan ratings in those sectors would also come under pressure. Fitch
will update the sensitivity scenarios in line with the view of its
Leveraged Finance team. Coronavirus Baseline Scenario Impact Fitch
carried out a sensitivity analysis on the target portfolio to
envisage the coronavirus baseline scenario. It notched down the
ratings for all assets with corporate issuers on Negative Outlook
regardless of sector. This scenario shows the resilience of the
current ratings with cushions. In addition to the baseline
scenario, Fitch has defined a downside scenario for the current
coronavirus crisis, whereby all ratings in the 'B' category would
be downgraded by one notch and recoveries would be lowered by 15%.
For typical European CLOs this scenario results in a
category-rating change for all ratings.


PENTA CLO 3: Fitch Lowers Rating on Class F Debt to B-sf
--------------------------------------------------------
Fitch Ratings has taken rating actions on Penta CLO 3 Designated
Activity Company.

RATING ACTIONS

Penta CLO 3 DAC

Cl. A XS1692079509; LT AAAsf Affirmed;        previously AAAsf

Cl. B XS1692080184; LT AAsf Affirmed;         previously AAsf

Cl. C XS1692081075; LT Asf Affirmed;          previously Asf

Cl. D XS1692081588; LT BBBsf Affirmed;        previously BBBsf

Cl. E XS1692082479; LT BB-sf Downgrade;       previously BBsf

Cl. F XS1692082636; LT B-sf Watch Maintained; previously B-sf

TRANSACTION SUMMARY

Penta CLO 3 is a cash flow collateralized loan obligation (CLO).
Net proceeds from the notes were used to purchase a EUR400 million
portfolio of mainly euro denominated leveraged loans and bonds. The
underlying portfolio of assets is managed by Partners Group (UK)
Management Limited. The transaction features a four-year
reinvestment period expiring in October 2021.

KEY RATING DRIVERS

Portfolio Performance Deteriorates: The downgrade reflects the
deterioration in the portfolio as a result of the negative rating
migration of the underlying assets in light of the coronavirus
pandemic. In addition, in line with the trustee report dated May
29, 2020, the aggregate collateral balance is 1.7% below par
(assuming defaulted assets at zero principal balance).

The trustee-reported Fitch weighted average rating factor (WARF) of
35.51 is in breach of its test, and the Fitch-calculated WARF of
the portfolio increased to 36.4 on June 20, 2020.

'B'/'B-' Category Portfolio Credit Quality: Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch-calculated 'CCC' and below category assets (including
non-rated assets) represented 11.1% of the portfolio on June 20,
2020, which was over the 7.5% limit.

High Recovery Expectations: Almost 99% of the portfolio is reported
as senior secured obligations. Fitch views the recovery prospects
for these assets as more favourable than for second-lien, unsecured
and mezzanine assets. Fitch's weighted average recovery rate of the
current portfolio is 65.1%.

Portfolio Composition: The portfolio is well diversified across
obligors, countries and industries. Exposure to the top 10 obligors
is 12.33% and no obligor represents more than 1.4% of the portfolio
balance. The largest industry is business services at 19.01% of the
portfolio balance, followed by healthcare at 13.39% and computer
and electronics at 10.05%.

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

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

Deviation from Model-Implied Rating: The model-implied rating for
the class E notes is one notch below the current rating and one
notch below the class F notes' rating. Fitch has deviated from the
model-implied ratings on both classes as these were driven by the
back-loaded default timing scenario only.

Nevertheless, Fitch has downgraded the class E notes by one notch
to the lowest rating in the respective rating category. These
ratings are in line with most Fitch-rated EMEA CLOs. Both classes
have been placed on Rating Watch Negative as there are shortfalls
even at the updated rating and in the coronavirus sensitivity
scenario as described.

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

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

RATING SENSITIVITIES

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

At closing, Fitch uses a standardised stress portfolio ("Fitch's
Stress Portfolio") customised to the specific portfolio limits for
the transaction as specified in the transaction documents. Even if
the actual portfolio shows lower defaults and losses at all rating
levels than Fitch's Stress Portfolio assumed at closing, an upgrade
of the notes during the reinvestment period is unlikely.

This is because the portfolio credit quality may still deteriorate,
not only through natural credit migration, but also because of
reinvestment. After the end of the reinvestment period, upgrades
may occur in the event of better-than-expected portfolio credit
quality and deal performance, leading to higher credit enhancement
to the notes and more excess spread available to cover for losses
on the remaining portfolio.

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

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

As the disruptions to supply and demand due to the coronavirus
disruption become apparent for other vulnerable sectors, loan
ratings in those sectors would also come under pressure. Fitch will
update the sensitivity scenarios in line with the views of Fitch's
Leveraged Finance team.

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

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


ST. PAUL'S V: Fitch Lowers Rating on Class E-R Debt to BB-
----------------------------------------------------------
Fitch Ratings has placed one tranche of St. Paul's CLO V DAC and
St. Paul's CLO VI DAC on Rating Watch Negative (RWN) and revised
the Outlook from Stable to Negative on one tranche of each
transaction. It has also maintained the RWN on one tranche of both
deals, downgraded one tranche of each transaction by one notch and
affirmed the other tranches.

RATING ACTIONS

St. Paul's CLO VI DAC

Class A-1-R XS1859534916;  LT AAAsf; Affirmed

Class A-2A-R XS1859535566; LT AAsf;  Affirmed

Class A-2B-R XS1859537851; LT AAsf;  Affirmed

Class B-R XS1859538073;    LT A+sf;  Affirmed

Class C-R XS1859538230;    LT BBBsf; Affirmed

Class D-R XS1859537349;    LT BB-sf; Downgrade

Class E-R XS1859538404;    LT B-sf;  Rating Watch Maintained

St. Paul's CLO V DAC

Class A-R XS1648272919;   LT AAAsf; Affirmed

Class B-1-R XS1648273560; LT AAsf;  Affirmed

Class B-2-R XS1648274378; LT AAsf;  Affirmed

Class C-1-R XS1648274964; LT Asf;   Affirmed

Class C-2-R XS1648275698; LT Asf;   Affirmed

Class D-R XS1648276233;   LT BBBsf; Affirmed

Class E-R XS1648277710;   LT BB-sf; Downgrade

Class F-R XS1648277983;   LT B-sf;  Rating Watch Maintained

TRANSACTION SUMMARY

These are cash flow CLOs mostly comprising senior secured
obligations. The transactions are still within their reinvestment
period and are actively managed by the collateral manager.

KEY RATING DRIVERS

Portfolio Performance Deterioration

The downgrades of two tranches, the RWN on four tranches and the
Negative Outlook on two tranches reflect the deterioration of the
portfolios as a result of the negative rating migration of the
underlying assets in light of the coronavirus pandemic.

The transactions are slightly below par. Defaulted assets,
calculated as a percentage of target par, are at 0.3% for St.
Paul's CLO V DAC and 1% for St. Paul's CLO VI DAC. Both
transactions report collateral quality test breaches.

In the May 7, 2020 trustee report of St. Paul's CLO V DAC, the
maximum weighted average rating factor (WARF) test and the minimum
weighted average recovery rate (WARR) test were in breach.
According to Fitch's calculation, the WARF of the portfolio
increased to 36.2 from a reported 35.0 at May 7, 2020. In the June
10, 2020 trustee report of St. Paul's CLO VI DAC, the maximum
weighted average life (WAL) test was in breach.

According to Fitch's calculation, the portfolio's WARF increased to
36.5 from a reported 35.8 at June 10, 2020. Assets with a
Fitch-derived rating (FDR) of 'CCC' category or below (including
unrated assets) represent more than the 7.5% limit in both CLO,
i.e. 12.6% in St. Paul's CLO V DAC and 13.1% in St. Paul's CLO VI
DAC, while assets with a Fitch-derived rating on Negative Outlook
are at 14.2% and 14.9%, respectively. All other tests, including
the overcollateralisation and interest coverage tests, were
reported as passing in both CLOs.

The model-implied ratings (MIR) would be 'B+sf' and 'CCCsf' for
classes E-R and F-R in St. Paul's CLO V DAC, and classes D-R and
E-R in St. Paul's CLO VI DAC, respectively. The agency deviated
from these MIR, because in Fitch's view the credit quality of these
tranches is still more in line with 'BB-sf' and 'B-sf' as these
tranches still show limited margins of safety at 'BB-sf' and 'B-sf'
with credit enhancements (CE) of 9.7% and 6.8% in St. Paul's CLO V
DAC and 8.4% and 5.3%, in St. Paul's CLO VI DAC, respectively.
These ratings are in line with the majority of Fitch-rated EMEA
CLOs.

Furthermore, the class F-R MIR of St. Paul's CLO V DAC was driven
by the rising interest rate scenario only, which is not its
immediate expectation. The downgrades of the two tranches reflect
the shortfalls observed on the current portfolios, while the
Negative Outlook on two further tranches and the RWN on four
tranches follow the shortfalls these tranches experience in the
coronavirus sensitivity scenario described.

Coronavirus Baseline Scenario Impact

Fitch carried out a sensitivity analysis on the current portfolio
to envisage the coronavirus baseline scenario. The agency notched
down the ratings for all assets with corporate issuers on Negative
Outlook regardless of sector. For St. Paul's CLO V DAC this
scenario shows resilience of the current ratings of class A-R, to
C-R with cushions, while for St. Paul's CLO VI DAC this scenario
shows resilience of the current ratings of classes A-R and B-R with
cushions. This supports the affirmation with a Stable Outlook for
these tranches.

Asset Credit Quality

'B'/'B-' Category Portfolio Credit Quality: Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch WARF of the current portfolio is 36.2 in St. Paul's CLO V
DAC and 36.5 in St. Paul's CLO VI DAC.

Asset Security

High Recovery Expectations: At least 90% of the portfolio comprises
senior secured obligations.

Senior secured obligations comprise 98.7% of St. Paul's CLO V DAC's
portfolio and 99.1% of St. Paul's CLO VI DAC's portfolio. Fitch
views the recovery prospects for these assets as more favourable
than for second-lien, unsecured and mezzanine assets. The Fitch
weighted average recovery rate of the current portfolio is 65.58 %
in St. Paul's CLO V DAC and 65.87% in St. Paul's CLO VI DAC.

Portfolio Composition

The portfolios are well diversified across obligors, countries and
industries. Both transactions show a top 10 obligors' exposure of
17.4% while no obligor represents more than 2.1% (St. Paul's CLO V)
and 2.2% (St. Paul's CLO VI) of the portfolio balances. The largest
industry exposure of St. Paul's CLO V is businesses and services at
15.3% of the portfolio balance, followed by computer and
electronics and chemicals, each at 11.8%. While the largest
industry of St. Paul's CLO VI also is businesses and services
(15.2% of the portfolio balance), the second largest is industrial
and manufacturing at 11.9% followed by computer and electronics
10.3%.

Cash Flow Analysis

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

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

RATING SENSITIVITIES

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

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

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

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

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




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

ENGINEERING SPA: S&P Affirms Prelim. 'B' ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings affirmed its 'B' rating with a stable outlook on
Italy-based Engineering SpA.

S&P said, "We note the ongoing investigation launched by the
Italian authorities into tenders undertaken by Engineering and
other companies over 2018-2019, regarding an alleged violation of
LD 231/2001 (the Italian anticorruption law).

"At this early stage, we do not see the rating being affected over
the next 12 months. Should the company be found guilty of violating
the anti-corruption law, the implications could include
reputational damage, fines, a temporary exclusion from public
administration and local government tenders, as we understand it.
At worst, this could result in significant revenue, profitability,
and cash flow shortfalls. Engineering generated about 21% of 2019
revenues from public administration and municipal contracts (EUR268
million).

"We will closely monitor how the investigations develop and assess
the reputational, financial, regulatory, and ultimately rating
impact. We understand that the transaction has been postponed most
likely until after the summer as a result.

"The stable outlook reflects our expectation that Engineering will
not be materially hit by the current pandemic and the subsequent
recession. It also takes into account that leverage--after peaking
at around 8.0x in 2020--will likely drop thereafter, driven by
EBITDA growth in 2021, underpinned by supportive market trends and
Engineering's solid positioning and strong technical capabilities.
Furthermore, we expect the company to maintain its solid cash flow
conversion by maintaining FOCF to debt at least above 5%.

"We could lower the rating if EBITDA growth is lower than we
expect, leading to adjusted leverage rising to well above 9.0x. We
could also lower the rating if free operating cash flow (FOCF) to
debt weakens significantly toward 0%. This could result from
weaker-than-expected operating performance, either due to slower
economic recovery in 2021 or increasing competition from larger
peers bringing down prices.

"The rating could also be negatively affected by fallout from the
ongoing corruption investigation. We could take a negative rating
action if the investigation's findings led us to question
Engineering's governance, or if reputational damage or an inability
to participate in future public administration tenders undermines
revenues, profitability, and free cash flow generation.

"We could raise the rating by one notch if Engineering is resilient
through 2021, sustainably reducing adjusted leverage below 7.0x
while strengthening FOCF to debt above 7%."




===================
K A Z A K H S T A N
===================

DAMU ENTREPRENEURSHIP: S&P Affirms 'BB+/B' ICRs, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+/B' long- and short-term
foreign- and local-currency issuer credit ratings on
Kazakhstan-based DAMU Entrepreneurship Development Fund (DAMU). The
outlook is stable.

At the same time, S&P affirmed the Kazakhstan national scale rating
on DAMU at 'kzAA+'.

S&P said, "The affirmation primarily reflects our view that--given
its mandate to support and develop Kazakhstan's SME sector--DAMU
remains a core institution within the Baiterek group. We believe
that the Baiterek group would benefit from almost certain
government support because it includes several financial
institutions that play key roles in the government's development
agenda.

"Under our group rating methodology, we assess Baiterek's group
credit profile (GCP) at 'bb+', which reflects the creditworthiness
of its consolidated operations, taking into account the likelihood
of extraordinary government support and the 'BBB-' sovereign credit
ratings on Kazakhstan. The GCP assessment is one notch lower than
the sovereign ratings, due to our concerns that the government of
Kazakhstan's willingness to support GREs is subject to transition
risk. Our view is informed by the authorities' comparatively
limited involvement in ensuring timely payment of the obligations
of railway company Kazakhstan Temir Zholy, a key subsidiary of
Samruk-Kazyna.

"We assess the underlying credit quality of the Baiterek group,
excluding government support, in the 'b' category. This is due to
relatively high economic and industry risks in the Kazakh banking
system, the group's solid capital buffer, which counterbalances
risks associated with Baiterek's public policy role, and reliance
on market funding.

"We view DAMU as playing a core role within the Baiterek group, and
therefore equalize our rating on DAMU with the GCP. DAMU accounts
for about 6.5% of Baiterek's consolidated assets as of year-end
2019. DAMU's general mandate to contribute to the development of
entrepreneurship in Kazakhstan and the SME sector closely aligns
with Baiterek's overall group strategy. We expect that DAMU will
continue implementing various government programs that support the
SME sector and job growth. We also consider it highly unlikely that
Baiterek would sell DAMU."

In response to the twin shocks of lower oil prices and the COVID-19
pandemic on Kazakhstan's economy, the government announced an
anti-crisis package in March 2020, under which DAMU will play an
important role in supporting SMEs. Subsidized loans provided by
DAMU will increase as the "Economics of Simple Things" program
expands. DAMU will also provide different support tools to loans
issued under the National Bank of Kazakhstan's Kazakhstani tenge
(KZT) 600 billion (about $1.5 billion) working capital lending
program.

S&P also uses its group rating methodology to assess DAMU. S&P
believes there is an extremely high likelihood that the government
would provide timely extraordinary support to DAMU if needed, based
on DAMU's:

-- Integral link with the government of Kazakhstan, which fully
owns DAMU through National Management Holding Baiterek. DAMU was
established in 1997 by presidential decree and its status is
described in the law "On Private Entrepreneurship," which refers to
the fund as an institution contributing to entrepreneurship
development on behalf of the government; and

-- Very important role for the government as the institution
supporting the SME sector in Kazakhstan. The government has set out
the expansion of the sector as a priority for the development and
diversification of the Kazakh economy. DAMU contributes to
implementing several government development programs including the
SME support program Business Roadmap 2020--now extended to
2025--the infrastructure program Nurly Zhol, and the Enbek program
focused on the development of productive employment and
entrepreneurship for 2017-2021.

The stable outlook on DAMU mirrors the outlook on S&P's sovereign
ratings on Kazakhstan. Any rating action on the sovereign would
likely result in a similar action on the fund.

Downside scenario

S&P said, "We could lower our ratings on DAMU if we saw signs of
waning government support to the Baiterek group or, more broadly,
to other GREs over the next 12 months. We could also lower the
rating if DAMU's importance to Baiterek group diminished."

Upside scenario
S&P could raise the ratings on DAMU if Kazakhstan's monitoring of
its GRE debt and the efficiency of its administrative mechanisms to
provide extraordinary support to Kazakh GREs improved.


DEVELOPMENT BANK OF KAZAKHSTAN: S&P Affirms 'BB+/B' ICRs
--------------------------------------------------------
S&P Global Ratings affirmed its 'BB+/B' long- and short-term
foreign- and local-currency issuer credit ratings on the
Development Bank of Kazakhstan (DBK). The outlook is stable.

S&P said, "At the same time, we affirmed the 'kzAA+' Kazakhstan
national scale rating on DBK and the 'BB+' issue rating on the
bank's senior unsecured bonds.

"In our view, there is an almost certain likelihood that the
government of Kazakhstan would provide timely and extraordinary
support to DBK in a financial stress scenario. DBK is the largest
entity within government-owned National Management Holding Baiterek
(Baiterek group) and we expect it to remain core to the overall
group strategy, which is broadly aimed at supporting Kazakhstan's
economic development and diversification."

S&P expects DBK to benefit from a considerable degree of government
backing. Specifically, S&P assesses the likelihood of extraordinary
government support as almost certain based on:

-- DBK's integral link with the government of Kazakhstan, which
fully owns and monitors DBK through Baiterek group. DBK was
established in 2001 by a presidential decree, and it has special
public status as a national development institution under the Law
On Development Bank of Kazakhstan. For instance, DBK is not
required to have a banking license or to comply with prudential
regulations applicable to commercial banks. The government has
injected additional capital into DBK in the past, via Baiterek
group. DBK has a track record of receiving share capital increases,
most recently receiving Kazakhstani tenge (KZT) 50 billion in May
2020.

-- DBK's critical role as the primary institution mandated to
develop Kazakhstan's production infrastructure and the processing
industry. DBK provides long-term investment loans of significant
size and leases to domestic industrial companies. Thus, by size, it
is larger than the majority of Kazakhstani commercial banks. It
generally provides long-term funding to large and capital-intensive
investment projects that have strategic significance for
Kazakhstan's government for economic or social reasons. DBK plays a
key role in implementing several government programs, including the
State Program of Industrial and Innovative Development and the
Nurly-Zhol State Program for Infrastructure Development, both of
which were extended to 2025.

DBK's development strategy, announced in September 2017, includes
increasing the share of nonpublic sources of borrowing to at least
80% by 2023 from about 59% in 2016, and increasing the share of
private business projects in the bank's loan portfolio to at least
70% by 2023 from 57% in 2016. This strategy is in line with the
president of Kazakhstan's stated intention to reduce the
government's share in the economy. In our view, this does not speak
to the diminishing likelihood of extraordinary government support.

S&P said, "Our 'BB+' rating on DBK is one notch lower than the
'BBB-' local currency sovereign rating, due to our concerns that
Kazakhstan's willingness to support government-related entities
(GREs) is subject to transition risk. Our view is informed by the
authorities' comparatively limited involvement in ensuring timely
payment of the obligations of railway company Kazakhstan Temir
Zholy, a key subsidiary of state-owned holding company
Samruk-Kazyna.

"We also assess DBK under our Group Rating Methodology, as DBK is
part of the Baiterek group. The Baiterek group credit profile (GCP)
reflects the creditworthiness of the group's consolidated
operations, taking into account extraordinary government support
from Kazakhstan. Our assessment of the GCP at 'bb+' is also one
notch lower than the 'BBB-' local currency sovereign rating. We
assess the underlying credit quality of the Baiterek group without
government support in the 'b' category. This reflects relatively
high economic and industry risks in the Kazakhstani banking system
and the group's solid capital buffer, which counterbalances risks
associated with Baiterek's public-policy role and reliance on
market funding.

"We consider DBK to be a core subsidiary of the Baiterek group,
accounting for about 50% of Baiterek's assets as of year-end 2019
and fulfilling the critical role of financing large-scale
industrial investment projects. We therefore equalize our rating on
DBK with our GCP assessment on Baiterek. DBK's general mandate to
contribute to the development of Kazakhstan's economy through
investments in priority sectors closely aligns with the overall
Baiterek group strategy. We consider a sale of DBK highly
unlikely."

The stable outlook on DBK mirrors that on Kazakhstan. Any rating
action on the sovereign would likely result in a similar action on
the bank.

S&P could lower its rating on DBK if it sees signs of waning
government support to the Baiterek group, or, more broadly, to
other GREs over the next 12 months.

S&P could raise the rating on DBK if Kazakhstan's monitoring of its
GRE debt and the efficiency of its administrative mechanisms to
provide extraordinary support to GREs improved.




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

RUMO LUXEMBOURG: S&P Rates New 2028 Unsecured Notes 'BB-'
---------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '4'
recovery rating to Rumo Luxembourg S.a.r.l.'s proposed 2028 senior
unsecured notes. Rumo S.A. (BB-/Stable/B) will unconditionally and
irrevocably guarantee the notes. The '4' recovery rating indicates
its expectation for average (rounded estimate: 35%) recovery.

Rumo will use the proceeds from the proposed notes for financing
investments in accordance with the Green Bond Framework, which
includes the acquisition and replacement of rolling stocks and
railway modernization, providing higher fuel efficiency and lower
greenhouse gas emissions. S&P said, "We forecast relatively stable
leverage levels in 2020, compared with 2.9x in 2019. We believe the
company will continue focusing on its long-term growth strategy,
investing in capacity expansion to meet the rising demand for cargo
transportation amid Brazil's strong agricultural output."

Issue Ratings - Recovery Analysis

Key analytical factors

-- The issue-level rating on Rumo Luxembourg's proposed senior
unsecured notes are the same as the issuer credit rating on Rumo.

-- The recovery rating on the new notes is '4' because S&P
understands they're structurally subordinated to debts of the
operating subsidiaries.

-- The '3' recovery rating on the existing 2024 senior unsecured
notes reflects the guarantee provided by both Rumo and Rumo Malha
Norte. Rumo Malha Norte is Rumo's most significant concession in
terms of cargo transported and cash generation.

-- In a default scenario, S&P assumes Rumo would receive around
65% of Rumo Malha Norte's value (about R$6 billion). This value,
minus priority claims of R$645 million, is higher than the total
senior unsecured debt (including the 2024 notes) at Rumo Malha
Norte, which explains the notes' high recovery expectation.

-- S&P analyzes the recovery rating using multiples for valuation
under a going concern assumption.

-- S&P assumes the company would restructure rather than be
liquidated, given its economic importance to the region in which it
operates and the size of its operations.

-- S&P's valued Rumo using a 5.5x multiple applied to its
projected emergence-level EBITDA of R$2.0 billion, arriving at a
stressed enterprise value of about R$10.8 billion.

Simulated default assumptions

-- Year of default: 2024
-- EBITDA at emergence: R$2.0 billion
-- Implied enterprise value multiple: 5.5x

Simplified waterfall

-- Gross enterprise value at default: R$10.8 billion, of which 65%
corresponds to Rumo Malha Norte

-- Administrative costs: 5%

-- Net value available to creditors: R$10.3 billion

-- Secured debt claims: R$1 billion (mainly BNDES loans)

-- Unsecured debt claims: R$7.5 billion, of which R$4.0 billion at
Rumo Malha Norte, including the 2024 notes, R$3 billion at Rumo,
including the 2025 notes and the proposed new issuance, the
remaining debt is in other operating subsidiaries.

-- Recovery expectation for unsecured debt guaranteed by Rumo
Malha Norte: 50%-70%.

-- Recovery expectation for unsecured debt at Rumo with no
guarantees from operating subsidiaries: 30%-50%.

  Ratings List

  New Rating

  Rumo Luxembourg S.a.r.l.
   Senior Unsecured      BB-
    Recovery Rating     4(35%)




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

ALGECO INVESTMENTS: Moody's Affirms B2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed Algeco Investments B.V.'s B2
corporate family rating. Concurrently, the rating agency affirmed
the B2 rating for the EUR685 million 6.5% fixed rate backed senior
secured notes, the B2 rating for the EUR190 million backed senior
secured floating rate notes, and the B2 rating for the USD520
million 8.0% backed senior secured fixed rate notes, all issued by
Algeco Global Finance PLC. The rating for the USD305 million 10.0%
backed senior unsecured fixed rate notes issued by Algeco Global
Finance 2 Plc was affirmed at Caa1. The outlook on the issuers
remains stable.

The affirmations of the B2 senior secured debt ratings and the Caa1
senior unsecured debt rating reflect Algeco's B2 CFR and the
results of Moody's Loss Given Default for Speculative-Grade
Companies methodology (LGD model) and the priorities of claims and
asset coverage in the company's capital stack.

RATINGS RATIONALE

Moody's affirmation of Algeco's B2 CFR reflects the resilience of
the company's overall credit profile despite the deteriorating
operating environment from the rapid and widening spread of the
Covid-19 (Coronavirus) outbreak. The revenues of a lessor such as
Algeco, focused on providing modular space, secure portable storage
solutions and remote workforce accommodation management provides
flexibility against the economic challenges related to the
Coronavirus. This is due to (i) the average two year maturity of
contracts and most with clients who have strong credit profiles -
with the rental fees being honoured, or covered by credit insurance
coverage in the event of non-payment, (ii) the flexibility and
mobility of their units which can be adapted to changing customers'
needs -- especially to meet the potential surge in demand from
public authorities and the health care sector, as well as other
segments that require additional capacity in order to adhere to
social distancing guidance, and (iii) Algeco's share in Target
Hospitality Corp accounting for 12% of tangible assets at the end
of March 2020, discretionary high capital expenditure on fleet
growth investments and contingency cash held outside the restricted
group provides additional financial flexibility to the company.

The B2 CFR reflects Moody's expectation that (i) weak bottom line
performance weighed down by the impact of numerous acquisitions,
will improve toward a more positive steady state pro-forma return
on assets and interest coverage; (ii) high gross leverage will
gradually improve to 6x over the next 24 months from 7x at the end
of 2019; (iii) Algeco will maintain a moderate level of on-balance
sheet liquidity, and (iv) expected improvement in free cash flow as
earnings from recent acquisitions and cost savings generate
increasing returns. Algeco has a high reliance on secured debt
resulting in high levels of asset encumbrance but has low near-term
refinancing risk with no substantial debt maturities until 2023.
Furthermore, Moody's expects the current high level of cash
holdings to decline to a more moderate steady state level.

Furthermore, the B2 CFR takes into account Moody's view of the
operating environment of Algeco, including the agency's view on the
modular space lessor industry. Moody's view the overall sector as
having low barriers to entry, with limited pricing power of
individual firms operating within the sector. Nevertheless, because
Algeco is the largest incumbent by some distance in most markets in
which it operates, and no competitor has a similar geographic
presence, the rating agency accounts for this franchise strength
across a diversified geographic footprint in the CFR.

The affirmation of the debt ratings also takes into account Moody's
LGD model by assessing the priorities of claims and asset coverage
in Algeco's liability structure. Moody's rates the senior secured
debt in line with the B2 CFR owing to the debt being secured on a
first lien basis by all shares in material subsidiaries in Germany
and France, as well as bank accounts of Algeco and certain other
subsidiaries. The senior secured note holders also have a second
lien claim behind Algeco's ABL facility creditors on assets in
Australia, New Zealand, and the United Kingdom. The Caa1 backed
senior unsecured debt rating reflects that the senior unsecured
creditors are subordinated to secured creditors and the rating
agency expects limited recovery on this debt class in the event of
default.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's view that Algeco's financial
performance will improve over the outlook period; however, the
rating agency expects that Algeco's standalone credit profile will
remain in line with that of its B2 CFR over the next 12-18 months.

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

Currently there is not upward pressure on the ratings given the
high rate of acquisitions and associated investments. Moody's could
upgrade Algeco's CFR, over medium term, if Algeco (i) stabilizes
its profitability metrics, with return on assets consistently above
3% and EBITDA / interest expenses above 3x and improves its
cashflow generation; (ii) deleverages so that debt / EBITDA is
maintained below 4x ; and/or (iii) improves its liquidity profile
with lower secured debt reliance and higher cashflow generation
relative to its outstanding debt. An upgrade to the CFR would
likely result in an upgrade to all ratings.

Conversely, Moody's could downgrade Algeco's CFR if the company (i)
were unable to improve its cash flow generation; (ii) fails to
deliver sustainable profitability; and/or (iii) is unable to
deleverage, maintaining gross leverage above 6.5x for a prolonged
time while consuming its cash balances.

Moody's could also change the debt ratings if there are material
changes to the liability structure that increase or decrease
expected recoveries in a default scenario.

LIST OF AFFECTED RATINGS

Issuer: Algeco Global Finance 2 Plc

Affirmations:

Backed Senior Unsecured, Affirmed Caa1

Outlook Actions:

Outlook, Remains Stable

Issuer: Algeco Global Finance PLC

Affirmations:

Backed Senior Secured, Affirmed B2

Outlook Actions:

Outlook, Remains Stable

Issuer: Algeco Investments B.V.

Affirmations:

Long-term Corporate Family Rating, Affirmed B2

Outlook Actions:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.




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

EL CORTE INGLES: Moody's Confirms Ba1 LongTerm Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service confirmed El Corte Ingles, S.A.'s Ba1
long-term corporate family rating and its Ba1-PD probability of
default rating. Concurrently, ECI's EUR690 million senior bond Ba1
rating has also been confirmed. The outlook has been changed to
negative from ratings under review.

This concludes the review for downgrade that was initiated on April
3, 2020

RATINGS RATIONALE

The rating confirmation reflects (1) the company's strong
performance of its food and online business during the store
lockdown during the coronavirus outbreak in Spain between March and
May 2020; (2) the company's deleveraging actions pre-crisis, which
reduced Moody's Adjusted debt/EBITDA to 3.1x as of February 2020
(fiscal 2019); (3) the improvement in the company's liquidity
compared to March 2020 thanks to its new credit facilities and the
company's measures to reduce the cash burn during the lockdown
period; and (4) Moody's expectation that ECI's leverage will trend
to 4.0x in the next 12 to 18 months.

The coronavirus outbreak is considered a social risk under Moody's
Environmental, Social and Governance (ESG) 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. Despite
closures of all its stores (excluding its grocery section) from
March 14, 2020, ECI was able to generate sales in the first quarter
of fiscal 2020 from its online and its grocery divisions.

Since June 8, 2020 ECI has reopened all its stores and Moody's
expects the company's sales to gradually recover during the rest of
fiscal 2020. However, Moody's expects ECI's total revenues for
fiscal 2020 to be approximately EUR 4.4 billion, or one third, less
compared to fiscal 2019 reflecting the lockdown and the expected
deterioration in macroeconomic conditions in Spain (of which around
EUR 2 billion from sales reduction in the low margin travel agency
business). ECI's revenue shortfall is mitigated by the company's
actions to cut its operating costs including temporary unemployment
measures undertaken during the lockdown. Moody's expects ECI sales
and earnings to continue their recovery in fiscal 2021 reaching a
Moody's adjusted leverage of around 4.0x driven by a gradual return
to department stores of Spanish shoppers and a recovery in
macroeconomic conditions in Spain. The negative outlook reflects
the high uncertainty around the company's ability to recover in the
next 12 to 18 months which is dependent on a strong and steady
recovery of Spanish consumers' demand and on a continuing reduction
in coronavirus contagion in Spain.

ECI's Ba1 CFR remains underpinned by (1) the company's leading
market positions in most of the business segments in which it
operates, (2) strong brand awareness and high interest from
third-party brands to operate in ECI's stores, (3) a large and
unencumbered real estate portfolio with a proven track record of
successful asset monetization, (4) and good deleveraging prospects
and the firm commitment to maintain a more conservative financial
policy than in the past.

The rating also reflects (1) the company's high geographic
concentration in its home market, (2) the cyclical, seasonal and
discretionary nature of its business model, (3) lower profitability
margins than rated peers and high earnings dependency on its top
ten best-performing stores, (4) weak historic corporate governance
(5) and the risks and challenges posed by increasing online
penetration rates and competition from pure e-commerce
specialists.

Moody's considers the company's liquidity as adequate and
sufficient to cover working capital seasonality. As of the end of
May 2020, the company had a total liquidity of around EUR1.5
billion, comprising cash on the balance sheet of around EUR130
million, and EUR1.34 billion available under its new one-year
revolving credit facility (new RCF) maturing in 2021. The new RCF
was secured by the company on April 1, 2020. The existing EUR1.1
billion RCF (existing RCF) maturing in 2024 is fully drawn as of
May 2020. Moody's expects the company to refinance or extend the
new RCF maturity well in advance of its maturity. The company has a
maintenance covenant on its EUR1.1 billion existing RCF, which will
start being calculated only from the end of fiscal 2021, and if the
company doesn't have at least two investment grade ratings.

STRUCTURAL CONSIDERATIONS

The Ba1 instrument rating on the senior unsecured notes is in line
with the CFR. The company's probability of default rating of Ba1-PD
is also in line with the CFR. The probability of default rating
reflects the use of a 50% family recovery rate resulting from a
capital structure comprising senior unsecured bonds and unsecured
bank debt.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the high uncertainty around the sales
and earnings recovery of the company and the uncertainty around the
company's ability to reduce leverage to 4.0x in the next 12 to 18
months.

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

Positive rating pressure is not expected in the short term.
However, it could arise if the company maintains a good liquidity
buffer supported by improving profitability above 8%, on a Moody's
Adjusted EBITDA margin, and a solid free cash flow generation and
if its Moody's adjusted (gross) debt/EBITDA ratio decreases
sustainably below 3.5x.

Downward pressure on the ratings could arise as a result of a
deterioration in the company's liquidity. Downward pressure could
also arise if there is a prolonged period of negative like-for-like
sales, weaker profitability and depressed free cash flow
generation. On a quantitative basis, the ratings could be
downgraded if Moody's adjusted (gross) debt/EBITDA ratio increases
and is maintained above 4.0x.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

ECI, headquartered in Madrid, Spain, is the largest department
store in Europe, with groupwide net sales of almost EUR16 billion
and adjusted EBITDA of EUR1.2 billion in fiscal 2019. The company
operates under two divisions, retail and non-retail, which
represented around 82% and 18% for both sales and EBITDA,
respectively, in fiscal 2019.




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

ANDREW GRANT: Enters Administration, 54 Jobs Affected
-----------------------------------------------------
Graham Norwood at Estate Agent Today reports that over 50 jobs have
been lost as a result of a Midlands regional estate agency falling
into administration.

According to Estate Agent Today, The Shropshire Star reports that
54 positions have gone at the 49-year-old Andrew Grant agency,
which has closed its offices at Ludlow, Kidderminster, Stourbridge,
Bromsgrove, and Worcester.

Estate Agent Today reported on a deal for the lettings and property
management part of the company, but it is now known that this
involved the saving of only 18 jobs.

The local paper says that the business incurred "substantial
trading losses" in 2018 and 2019 and was restructured last year;
the article also suggests the closure of the housing market for
many weeks earlier this year played a part in the agency's
problems, Estate Agent Today relates.

The company, which at one time employed around 100 people, closed
other branches and set up a "hub" business model last year in an
attempt to stem losses, but to no avail, Estate Agent Today notes.


CROWN UK HOLDCO: Moody's Confirms B3 CFR, Outlook Negative
----------------------------------------------------------
Moody's Investors Service confirmed Crown UK Holdco Limited's
corporate family rating of B3 and the probability of default rating
of B3-PD. Concurrently, Moody's has confirmed at B3, the ratings of
the outstanding USD3,314 million and the outstanding EUR192 million
Senior Secured Term Loan B borrowed by Crown Finance US, Inc. and
the USD573.3 million Senior Secured Revolving Credit Facility
borrowed by Crown UK Holdco Limited.

Moody's decision to confirm Cineworld's ratings at B3 reflects the
company's improved liquidity profile resulting from the (1)
USD110.8 million of additional liquidity through an increase in its
revolving credit facility (due 2023) secured in May 2020 and (2)
the new USD250 million secured debt facility (due 2023) from
private institutional investors secured on June 22, 2020. In
addition, the company has sought a credit committee approval to
apply for an additional USD45 million through the CLBILS loan
scheme in the UK and is in the process of accessing a further USD25
million through the US government CARES Act.

The rating agency recognizes that Cineworld's lenders agreed to
waive the leverage covenant in respect of its credit facility for
the June 2020 testing date and has increased its leverage covenant
to 9.0x Net Debt/ EBITDA for the December 2020 testing date (from
5.0x previously).

"In addition to improving its liquidity provision, Cineworld has
also taken a number of cost saving actions to protect profitability
and has recently cancelled the acquisition of Cineplex which will
provide relief to its already weak credit metrics expected for
2020. However, uncertainty remains over potential litigation while
the two parties blame each other over the failure of the deal and
are potentially seeking damages" says Gunjan Dixit, a Moody's Vice
President -- Senior Credit Officer and lead analyst for Cineworld.

This rating action concludes the review for downgrade on the
ratings initiated on March 24, 2020.

RATINGS RATIONALE

In 2020, Moody's expects the company's gross leverage (Moody's
adjusted) to spike towards 9.0x (compared to 5.5x at the end of
2019) driven by the temporary closure of theatres over the past few
months and Moody's expectation of reduced attendance, even after
theatres re-open. While Cineworld is aiming to gradually open its
theatres in the next couple of months, there is currently high
degree of uncertainty in Moody's opinion. The rating agency has
noted the recent postponement of the key films' releases -- Tenet
and Mulan that have been pushed to August from July.

Moody's positively recognizes the company's efforts to bring down
its costs during the closure period. The company suspended the
payment of its 2019 fourth quarter dividend and upcoming 2020
quarterly dividends, deferred some executive salaries and bonuses
and has also negotiated the deferment of some rental payments to
its landlords.

The rating agency notes the improvement in Cineworld's liquidity
position following the recent actions taken. The company had ended
2019 with cash and cash equivalents of USD140.6 million and has had
to increasingly rely on its revolving credit facility (RCF) during
the closure period. At the end of May, the company upsized its RCF
by USD110.8 million to USD573.3 million (maturing in February 2023)
and has recently secured a new USD250 million secured debt facility
through a group of institutional investors. Cineworld estimates
that this additional liquidity should be sufficient in the unlikely
event that cinemas are closed until the end of the year.

The RCF has a springing covenant, tested semi-annually once
utilization exceeds 35%. Cineworld secured a waiver for its June
2020 covenant test and amended the December 2020 covenant test. The
amended covenant is a maximum total net leverage of 9.0x in
December 2020 from 5.0x initially, stepping down to 5.5x in June
2021.

Moody's additionally recognizes that the Regal dissenting
shareholder legal case may result in an additional cash payment of
USD202 million for Cineworld. While the court proceedings are
continuing and have faced delays in the past, it remains unclear if
the case will conclude in 2020. Moody's already includes this
liability in its calculation of the company's leverage.

On June 12, 2020, Cineworld announced the termination of the
acquisition of Cineplex (Canada's leading cinema chain) as the
company become aware of certain breaches of the arrangement
agreement by Cineplex. This USD2.3 billion 100% debt funded
acquisition was announced in December 2019. While the cancellation
of the acquisition is strategically negative for Cineworld, it
provides relief for the company's credit metrics and liquidity
requirements at a time of market stress.

The B3 ratings on the senior term loans and the RCF are in line
with Cineworld's CFR, reflecting the fact that they account for
most of the debt in the structure and are guaranteed by
subsidiaries in the restricted group which accounted for the
approximately 88% of 2019 revenues and EBITDA. The 50% family
recovery rate is its standard assumption for covenant-loose loan
transactions. Consequently, the B3-PD probability of default rating
is also in line with the CFR.

ESG CONSIDERATIONS

The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, low oil prices, and high asset price volatility
are creating an unprecedented credit shock across a range of
sectors, regions and markets. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety. The action
reflects the impact on Cineworld of the breadth and severity of the
shock, and the broad deterioration in credit quality it has
triggered.

NEGATIVE OUTLOOK

Negative outlook on the ratings reflects the uncertainty around
attendance levels for theatres even after service resumption in
July 2020 and the risk of any subsequent lockdown measures.

Stabilisation of the outlook would require (1) cinemas to reopen
and function normally from July 2020 (2) attendance to cinema
theatres to see a material improvement particularly on the back of
a strong film slate in 2021; and (3) a recovery in company's credit
metrics together with a comfortable liquidity profile.

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

Upward pressure may arise if (1) Cineworld's operating
profitability improves steadily in 2021, (2) its Moody's adjusted
gross leverage improves to below 6.5x on a sustained basis largely
driven by EBITDA growth or debt reduction and (3) Cineworld
delivers positive and improved free cash flow.

Downward pressure may arise should there be (1) an indication of
further closures of cinemas in H2 2020 or beyond (2) limited
prospects of recovery of the company's operating performance in
2021; or (3) the company's gross debt/ EBITDA remaining above 7.5x
for a sustained period or the company's free cash flow turns
materially negative on a sustained basis.

LIST OF AFFECTED RATINGS

Confirmations:

Issuer: Crown UK Holdco Limited

Corporate Family Rating, Confirmed at B3 previously placed on
review for downgrade

Probability of Default Rating, Confirmed at B3-PD previously placed
on review for downgrade

BACKED Senior Secured Bank Credit Facility, Confirmed at B3
previously placed on review for downgrade

Issuer: 1232743 B.C. Ltd.

BACKED Senior Secured Bank Credit Facility, Confirmed at B3
previously placed on review for downgrade

Issuer: Crown Finance US, Inc.

BACKED Senior Secured Bank Credit Facility, Confirmed at B3
previously placed on review for downgrade

Outlook Actions:

Issuer: 1232743 B.C. Ltd.

Outlook, changed to Negative from Rating Under Review

Issuer: Crown Finance US, Inc.

Outlook, changed to Negative from Rating Under Review

Issuer: Crown UK Holdco Limited

Outlook, changed to Negative from Rating Under Review

PRINCIPAL METHODOLOGY

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

Cineworld Group plc was founded in 1995 and listed its shares on
the London Stock Exchange in May 2007. The Company has grown
through expansion and by acquisition to become one of the leading
cinema groups in Europe. Cineworld currently operates 9,518 screens
across 790 sites in the US, UK and Ireland, Poland, the Czech
Republic, Slovakia, Hungary, Bulgaria, Romania and Israel.

The largest shareholder in Cineworld is Global City Holdings B.V.,
a Greidinger Family holding vehicle, which holds approximately 20%
of the quoted equity. During 2019, the company generated revenues
of USD4.3 billion and a reported 'adjusted' EBITDA of around USD1.0
billion.


HARVEYS: Enters Administration, Alteri Acquires Bensons for Beds
----------------------------------------------------------------
Jonathan Eley at The Financial Times reports that distressed retail
specialist Alteri put UK furniture groups Harveys and Bensons for
Beds into administration little more than six months after
acquiring them from troubled South African conglomerate Steinhoff.

PwC was appointed administrators for the companies on June 30, with
Bensons for Beds, Britain's second-largest beds retailer,
immediately sold back to Alteri through a "pre-pack" deal, the FT
relates.

The coronavirus pandemic has exacerbated the struggles of both
retailers, which were the first investments in a new fund set up by
Alteri, and backed by US private equity firm Apollo, designed to
capitalize on retail turnround opportunities in Europe, the FT
discloses.

According to the FT, as a result of the administration, about 240
jobs have gone at Harveys and a further 1,300 positions are under
review, although existing customer orders at the furniture retailer
will be honoured.

Zelf Hussain, administrator at PwC, said Harveys had suffered cash
flow pressures that were "exacerbated by the effects of coronavirus
on the supply chain and customer sales", the FT relays.

But 1,900 roles will be retained at Bensons, with Alteri injecting
a further GBP25 million of equity into the company following the
prepack, the FT states.  Bensons owns a bed and mattress
manufacturing business that supplies its own stores as well as
other retailers.

Alteri chief executive Gavin George said that Harveys had been
lossmaking for some time and that the whole sector was experiencing
difficulties, citing the recent prepack of Oak Furnitureland, the
FT notes.


NEW LOOK: Warns May Launch Pre-Pack Administration
--------------------------------------------------
Business Sale reports that fashion retailer New Look has warned
landlords that it may launch a pre-pack administration if its
attempts to move to turnover-based rents continue to be blocked.

The business has hired CBRE as it looks to move its 500 stores to
turnover-based rents, but it is reportedly increasingly worried
that landlords will continue to block its attempts, Business Sale
relates.

According to Business Sale, New Look has now reportedly said to
landlords that, if negotiations are unsuccessful, it might have to
launch a pre-pack administration.

While it is reported that both sides still hope for a consensual
agreement, a pre-pack administration would allow owners to retain
control of the business, while also allowing the retailer to exit
leases and negotiate new terms, Business Sale notes.

A spokesperson for the company, as cited by Business Sale, said:
"We are committed to seeking a consensual agreement with landlords
to move to turnover rents, and to work in partnership with them as
we continue to navigate these incredibly challenging and uncertain
times together."

New Look, which employs around 12,000 staff in the UK and Ireland,
has reportedly withheld rents for the March and June quarters, but
is said to have recommenced turnover-based rent payment for stores
that are open and trading, Business Sale recounts.

A pre-pack administration would represent New Look's second
financial restructuring in under two years, following a
debt-for-equity swap with stakeholders that it undertook in January
2019, Business Sale notes.


TM LEWIN: To Close 66 Stores After Pre-Pack Administration
----------------------------------------------------------
Jonathan Eley at The Financial Times reports that TM Lewin, the UK
shirt maker, will close all of its 66 stores after a pre-pack
administration engineered by SCP, the private equity firm whose
backers include Simba Sleep founder James Cox and City grandee
Allan Leighton.

SCP, which bought TM Lewin from previous owner Bain Capital only
last month, said on June 30 that the business would continue to
operate online, where it makes close to a third of its sales.

"The business is unable to sustain current rental agreements for
its store network across the country," the FT quotes SCP unit
Torque Brands as saying in a statement.  "This has forced our hands
to focus on a radical overhaul of the business model."



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

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