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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

          Friday, October 2, 2020, Vol. 21, No. 198

                           Headlines



B E L A R U S

EUROTORG LLC: Fitch Rates New Bonds 'B(EXP)' & Affirms 'B' IDR
EUROTORG LLC: S&P Affirms 'B-/B' ICRs, Outlook Stable


B U L G A R I A

BULGARIAN TELECOMMUNICATIONS: S&P Cuts ICR to 'B', Off Watch Neg.


F R A N C E

CASSINI SAS: Fitch Cuts LT IDR to 'D' on Voluntary Safeguard Filing


G E R M A N Y

WIRECARD AG: Ordered to Cease Payment Services in Singapore


I R E L A N D

LUDGATE FUNDING 2007-FF1: Fitch Affirms CCC Rating on Class E Debt


I T A L Y

CENTURION BIDCO: Fitch Affirms 'B+(EXP)' LT IDR, Outlook Stable
CENTURION BIDCO: Moody's Rates Proposed Senior Secured Notes 'B2'


L U X E M B O U R G

AURIS LUXEMBOURG II: Fitch Cuts LT IDR to 'B-', Outlook Stable


N E T H E R L A N D S

CREDIT EUROPE: Fitch Affirms B+ LongTerm IDR, Outlook Negative
PRIME FOCUS: Fitch Assigns 'B+' LT IDR, Outlook Stable


R U S S I A

HOME CREDIT: Fitch Alters Outlook on 'BB-' LT IDR to Stable
OTP BANK: Fitch Affirms BB+ LongTerm IDRs, Outlook Negative
TINKOFF BANK: Fitch Alters Outlook on 'BB' LT IDR to Stable
VOZROZHDENIE BANK: Moody's Alters Outlook on Ba1 Rating to Stable


S P A I N

AYT KUTXA HIPOTECARIO I: Fitch Affirms 'BB+' Rating on C Debt
BOLUDA TOWAGE: Fitch Alters Outlook on 'BB' LT IDR to Negative
EL CORTE INGLES: Moody's Rates New Senior Unsecured Notes 'Ba1'
LHC3 PLC: Fitch Affirms 'BB-' LongTerm Issuer Default Rating


T U R K E Y

RONESANS GAYRIMENKUL: Moody's Cuts $300MM Unsec. Notes to 'B3'


U K R A I N E

METINVEST BV: Fitch Rates $333MM Senior Unsecured Notes 'BB-'


U N I T E D   K I N G D O M

AGO OUTSOURCING: Enters Administration Due to COVID-19 Impact
COOL DATA: Sale Expected to Close Soon Following Administration
LANEBROOK MORTGAGE 2020-1: Moody's Gives B1 Rating on Cl. X Notes
WIGAN ATHLETIC: Spanish Investor Agrees to Acquire Business
WOODFORD EQUITY: Sale of Assets Faces Delay, Administrator Says



X X X X X X X X

[*] BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles

                           - - - - -


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B E L A R U S
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EUROTORG LLC: Fitch Rates New Bonds 'B(EXP)' & Affirms 'B' IDR
--------------------------------------------------------------
Fitch Ratings has assigned LLC Eurotorg's planned loan
participation notes (LPNs) an expected rating of 'B(EXP)'/'RR4'.
Fitch has also affirmed LLC Eurotorg's Long-Term Issuer Default
Rating (IDR) at 'B' with Stable Outlook.

The LPNs will be issued by Bonitron Designated Activity Company, an
SPV domiciled in Ireland. The SPV is limited to issuing the notes
and providing a loan to Eurotorg. The notes will be secured by a
loan to Eurotorg, which will rank equally with its other senior
unsecured obligations. The assignment of final instrument rating is
contingent on the successful placement of LPNs and completion of
tender offer for its existing LPNs. Final documents should conform
to information already received.

The IDR of Eurotorg continues to reflect its small scale, limited
diversification outside its domestic market and high FX risks,
which weigh on its financial flexibility, relative to international
rated peers'. These weaknesses are balanced by its conservative
capital structure and a strong position in Belarus's food retail
market.

The Stable Outlook reflects Fitch's expectation that the company
will restore free cash flow (FCF) generation from 2021, after a
one-off investment in working capital in 2020. Fitch also assumes
that political protests in Belarus, which started in August 2020,
will not cause any material disruption to its operations.

KEY RATING DRIVERS

LfL Sales Resume Growth: Eurotorg's like-for-like (LfL) sales
resumed growth in 1Q20 due to a change in marketing campaign and
more focused store roll-outs. Its rating case assumes that LfL
sales growth will be maintained at low single digits in 2H20 and
over 2021-2023, lagging behind food inflation. This is because its
moderate expansion will continue to negatively affect footfall at
existing stores as new stores cannibalise their sales.

Operational Efficiencies in Focus: Eurotorg improved its
Fitch-calculated EBITDA margin to 8.3% in 1H20 (1H19: 6.8%) as it
now focuses on operating efficiencies after substantially expanding
its store network in 2018-2019. The improvement was achieved due to
renegotiation of rents, reduction in marketing and advertising
expenses, optimisation of in-store personnel and streamlining of
its organisational structure. Fitch assumes that Eurotorg will be
able to protect its EBITDA margin at around 7.5% over 2021-2023,
maintaining some of the improvement seen in 1H20.

Investment in Working Capital: In 1H20, Eurotorg reduced its
payment deferrals with suppliers and reinvested benefits in selling
prices to support its appeal to consumers. Fitch estimates this
will drive a substantial BYN170 million-BYN180 million working
capital outflow in 2020, temporarily eroding FCF. However, Fitch
expects FCF margin will bounce back to around 2% from 2021 once
working capital stabilises at a new level of around -0.5% of sales.
This also assumes that Eurotorg will continue pursuing its
capex-lite expansion strategy and will open primarily small
leasehold stores.

Moderate Leverage: Fitch anticipates an increase in the company's
funds from operations (FFO) adjusted gross leverage to 4.7x in 2020
(2019: 4.0x) due to an increase in debt resulting from negative FCF
and a weaker Belarusian rouble. Nevertheless, Eurotorg's leverage
profile will remain consistent with its 'B' rating while Fitch
expects rating headroom to improve from 2021 once FCF is restored.
Leverage parameters for Eurotorg's rating are aligned with
higher-rated peers' as the company's more conservative capital
structure balances out FX risks and the volatility seen in its
operating performance.

Largest Market Position in Belarus: The rating is supported by
Eurotorg's strong market position as the largest food retailer in
Belarus, with a 19% market share by sales in 2019. This is higher
than the combined market share of the next five competitors. The
company benefits from its well-recognised Euroopt brand across the
country and has recently launched new discounter formats Hit! and
Groshyk to fend off competition in areas highly penetrated by other
modern retail chains.

Small Scale, Limited Diversification: The rating considers
Eurotorg's limited geographic diversification as the company
operates only in Belarus. Presence across different regions of the
country puts it in a stronger position than competitors, but does
not reduce concentration risks, as Belarus is a small economy. The
small size of the domestic market also leads to Eurotorg's
substantially lower business scale (2019 EBITDAR of around USD210
million equivalent) than other Fitch-rated food retailers, such as
Russian retailers X5 Retail Group N.V. (BB+/Stable) and Lenta LLC
(BB/Positive).

High FX Risks: Eurotorg faces high FX risks as its debt is fully in
foreign currency, while its revenue is in Belarusian roubles. In
addition, part of Eurotorg's costs (1H20: 2.7% of revenue) is also
exposed to FX as operating lease agreements are primarily in hard
currency. Fitch assumes that weak financial market development in
Belarus will not allow the company to fully switch the currency of
its debt and operating lease agreements to Belarusian roubles over
the medium term. Nevertheless, funding in Russian roubles (1H20:
34% of total debt after swap) provides some financial flexibility
as Belarusian and Russian roubles have shown some correlation in
the past.

DERIVATION SUMMARY

Fitch applies its Food-Retail Navigator framework to assess
Eurotorg's rating and position relative to peers. Fitch views
Eurotorg's market position and bargaining power in Belarus as
stronger than those of Russian peers X5 Retail group N.V.
(BB+/Stable) and Lenta LLC (BB/Positive) in their respective
markets. This is due to the large distance in market share between
Eurotorg and its next competitor, and significant price advantage.
However, in absolute terms based on annual EBITDAR, Eurotorg is
substantially smaller than Russian peers, has material exposure to
FX risks and slightly higher leverage. As a result, Eurotorg is
rated lower than Russian peers.

Eurotorg's ratings also take into consideration higher-than-average
systemic risks associated with the Belarusian business and
jurisdictional environment.

No parent-subsidiary linkage or Country Ceiling aspects were
applied to these ratings.

KEY ASSUMPTIONS

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

  - BYN/USD at 2.6 at end-2020, 2.7 at end-2021 and 2.9 at
end-2022

  - 3% CAGR in selling space over 2020-2023

  - Low single-digit LfL sales growth in 2021-2023

  - EBITDA margin to improve to 7.6% in 2020; stable in 2021-2023

  - Working capital outflow at around BYN175 million in 2020

  - Capex at around 1.5% of sales until 2023

  - Dividends not exceeding USD25 million per year until 2023

  - No M&A for 2020-2023

KEY RECOVERY RATING ASSUMPTIONS

Similar to the existing LPNs, the proposed USD300 million LPNs will
be issued by Bonitron Designated Activity Company, an SPV domiciled
in Ireland, which is restricted in its ability to do business other
than issue notes and provide a loan to Eurotorg. The notes will be
secured by a loan to Eurotorg, which will rank equally with the
company's other senior unsecured obligations. Eurotorg is the major
operating company within the group, accounting for most of the
group's assets and EBITDA.

Its recovery analysis assumes that Eurotorg would be considered a
going concern in bankruptcy and that the company would be
reorganised rather than liquidated.

Fitch has assumed a 10% administrative claim. Eurotorg's
going-concern EBITDA of USD110 million is 31% below Fitch-adjusted
EBITDA of USD159 million for LTM to end-June 2020. It considers the
company's high FX risks and reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level, upon which Fitch based the
valuation of the company.

Fitch uses an enterprise value (EV)/EBITDA multiple of 4.0x to
calculate a post-reorganisation valuation reflecting a mid-cycle
multiple. This is in line with EV multiples Fitch uses for
Ukrainian poultry producer MHP. For the debt waterfall assumptions,
Fitch used the group's debt at June 30, 2020. Lease liabilities
were not included in the debt waterfall in line with its criteria.

The waterfall analysis generated a ranked recovery for senior
unsecured LPNs in the 'RR3' band, indicating a higher rating than
the IDR as the waterfall analysis output percentage on current
metrics and assumptions was 65%. However, the LPNs are rated in
line with Eurotorg's IDR of 'B' as notching up is not possible due
to the Belarusian jurisdiction. Therefore, the waterfall analysis
output percentage remains capped at 50%.

Assuming the planned USD300 million LPN proceeds are deployed as
expected, the waterfall analysis output percentage on current
metrics and assumptions would reduce to 58% upon completion.
However, this will remain capped at 50% by the Belarusian
jurisdiction.

RATING SENSITIVITIES

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

  - An upward revision of the Belarus Country Ceiling (currently
'B') would be a pre-requisite for any upgrade.

  - Successful execution of expansion strategy as evidenced by
growing LfL sales and stable profitability, leading to FFO adjusted
gross leverage sustained below 4.0x and FFO fixed-charge coverage
above 2x.

  - Sustained positive FCF and maintenance of conservative
financial policy.

  - Adequate access to external liquidity.

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

  - Sustained operating underperformance, including declining LfL
sales and profitability leading to FFO adjusted gross leverage
sustained above 5.0x and FFO fixed-charge coverage below 2x.

  - Negative FCF.

  - Inability to obtain sufficient funding 12-18 months ahead of
large debt maturities.

  - Downward revision of Belarus Country Ceiling

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity after Bond Placement: Pro-forma for the new
around USD300 million bond issue and full redemption of the
existing Eurobond, Eurotorg had comfortable liquidity at end-June
2020 with no significant debt maturing until 2H22. Its reported
cash of BYN187 million (excluding cash of Statusbank), expected
excess cash of USD50 million post-refinancing and expected FCF over
2020-2023 are sufficient to cover debt maturities until 2024.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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


EUROTORG LLC: S&P Affirms 'B-/B' ICRs, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B-/B' ratings on Eurotorg LLC, and
assigned its 'B-' issue rating to the proposed loan participation
notes (LPN) (about US$300 million).

S&P said, "The stable outlook reflects our view that operating
performance will remain sound over the next 12 months, translating
into improving earnings and recovery of FOCF. We also expect the
group to maintain adequate liquidity, including its continuing
ability to service its U.S. dollar, euro, and Russian ruble
(RUB)-denominated debt.

Eurotorg's operating performance was sound in the first half of
2020, including improvement of its earnings generation and its
reported EBITDA margin, despite weakening macroeconomic conditions
and local currency depreciation.

The company's operating cash flow was weakened by one-time working
capital outflow in the first half of 2020, leading to a significant
decline in free operating cash flow (FOCF) in 2020, but it expects
FOCF to start growing from 2021 onwards.

Eurotorg is looking to refinance its LPNs by issuing about US$300
million of new LPNs anticipated to be due in 2025.

"We expect S&P Global Ratings-adjusted leverage at 3.9x-4.4x in
2020-2021, reflecting higher debt by the end of 2020 and our
updated view on the lease liabilities development. Pro forma for
the refinancing (as of the first half of 2020), debt will increase
by Belarusian ruble (BYN) 160 million to about BYN1.6 billion,
reflecting the higher new LPNs amount (about US$300 million)
compared with the refinanced LPNs (US$240 million outstanding as of
H1 2020) and higher reported debt as of H1 2020. The reported debt
increase in first-half reflects the issuance of the new RUB5
billion bond, and increase of US$-denominated LPNs due to the
weakening of the Belarusian ruble against the U.S. dollar, compared
with BYN1.2 billion of reported debt in 2019.

"We forecast weak macroeconomic conditions, including recessionary
environment and elevated political uncertainty in the aftermath of
Belarus' disputed presidential elections, could drive the weakness
of the Belarusian ruble against the euro and U.S. dollar for the
remainder of 2020. Consequently, Eurotorg's reported debt and
interest payments will increase by the end of 2020 and in 2021,
reflecting higher debt after the refinancing, and due to weakening
of the Belarusian ruble versus hard currencies. This stems from the
group's generation and reporting of its earnings in the local
currency, while its borrowings are denominated in the
aforementioned foreign currencies and is not hedged. Pro forma for
the refinancing (as of H1 2020), we estimate direct U.S. dollar
exposure of Eurotorg's debt portfolio will represented 47% of the
total borrowings, followed by 10% of euro exposure and 43% of
Russian ruble exposure."

Moreover, the majority of the group's leases are linked to the euro
exchange rate, and currency depreciation could lead to both higher
periodic rental payments and rising operating lease liability in
our adjusted debt calculation. S&P sid, "We have updated our view
on the lease liability development and brought it in line with that
of other food retailers, assuming the reported lease liability
should be at least 4.5 times the next 12 months' lease commitments
for the group. This assumption better reflects the expected use of
leased stores of the Eurotorg group. This will translate in 2019
into a lease liability of BYN528 million compared with a reported
BYN374 million. Therefore, we forecast the group's S&P Global
Ratings-adjusted debt-to-EBITDA ratio will be 3.9x-4.4x,
notwithstanding the anticipated earnings improvement. Similarly, we
estimate funds from operations (FFO) to debt and EBITDAR cash
coverage ratios will be 12%-14% and less than 2.0x, respectively,
in 2020--both lower than our previous expectations."

S&P said, "In contrast to our May base case, we now expect lower
S&P Global Ratings-adjusted FOCF for 2020 due to a hit by working
capital outflow. We continue to expect that S&P Global
Ratings-adjusted FOCF will be positive, but decline below BYN50
million in 2020 compared with our previous expectation of BYN200
million-BYN250 million in 2020, and BYN202 million in 2019. This is
because we now expect a one-time working capital outflow reflecting
a reduction of payment terms of Eurotorg's suppliers in return for
better commercial terms that will have a positive impact on the
group's profitability and earnings. From 2021 onwards we anticipate
a rather neutral working capital balance, which, in combination
with a moderate growth of capital expenditures (capex), will
translate into FOCF growing to BYN160 million–BYN200 million in
2021 and to BYN170 million–BYN210 million in 2022."

The refinancing of existing LPNs will benefit Eurotorg's debt
maturity profile and liquidity. The new LPNs (about US$300 million)
will mature in 2025 and push Eurotorg's weighted average maturity
profile towards five years from about 3.5 years for the existing
capital structure. In addition, the refinancing risk after the LPN
issuance and repayment of the existing notes will decline,
supporting our adequate liquidity assessment. The group will
benefit from its sound cash position of more than BYN300 million
after the concluded refinancing of its LPNs, and anticipated
positive cash flow in 2020, comfortably covering liquidity uses
over the 12 months started July 1, 2020. S&P's liquidity assessment
also reflects its view that the company will maintain at least 15%
covenant headroom under its maintenance covenant on the
RUB-denominated syndicated loan facility.

Eurotorg's operating performance should remain resilient amid weak
macroeconomic conditions. S&P said, "We consider food retail
nondiscretionary and less cyclical than other sectors. Therefore,
we expect Eurotorg's operations will suffer less in the expected
economic downturn. We expect Eurotorg's like-for-like sales (LFL)
should benefit from the group's price leadership during a recession
in Belarus, and the LFL sales should improve over 2020, with a
positive trend in the first and second quarter of 2020, such that
LFL sales growth stood at 0.6% in Q2 after positive 3.4% in Q1
versus a decline of LFL sales of 2.3% in fourth-quarter 2019. The
LFL growth in Q2 reflects changes in customer's behavior during the
COVID-19 pandemic; customers increased the average basket value but
the frequency of store visits declined. Additionally, the group's
online grocery services performed well in the first half year of
2020, increasing its revenue by almost 30% to BYN144 million versus
the same period in 2019. We expect the online operations to
continue its sound performance in the second half. We anticipate
total revenue to rise by around 3%-6% in 2020-2021 on the back of
both positive LFL growth and new store openings, mainly in the
convenience format."

S&P said, "Profitability will likely improve, in contrast to our
May 2020 expectation, on achieved cost reduction and better
commercial terms. We expect Eurotorg to be able to maintain the
majority of cost improvements achieved in the first half year,
mainly by reducing its transportation costs and optimizing its
staff costs. We also expect better commercial terms from its
suppliers will support its profitability. This will enable Eurotorg
to balance out some margin dilution from increased operating costs
due to local currency depreciation and weakened economic
conditions, resulting in the group's reported EBITDA margin of
above 10.0% in 2020 according to our expectations(after applying
International Financial Reporting Standards [IFRS] 16)."

Sovereign risks in Belarus are rising in the aftermath of Belarus'
disputed presidential elections. Economic and financial stability,
and balance-of-payment risks are on the rise. Current elevated
political uncertainty could become protracted, weighing on Belarus'
medium-term growth prospects. Although S&P expects resilient
performance for Eurotorg over the next 12 months, having its
operations solely in Belarus, the group cannot completely delink
its business from the sovereign environment and related risks.

S&P Global Ratings acknowledges a high degree of uncertainty about
the evolution of the coronavirus pandemic. The current consensus
among health experts is that COVID-19 will remain a threat until a
vaccine or effective treatment becomes widely available, which
could be around mid-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."

The stable outlook reflects S&P's expectation that Eurotorg will
perform soundly in the next 12 months despite the recession and
depreciation of the local currency in Belarus, and improve its
profitability  to S&P Global Ratings-adjusted margins of more than
10%.

The stable outlook takes into account S&P Global Ratings-adjusted
leverage of 3.9x-4.4x and FFO to debt of 12%-14%, reflecting
anticipated higher financial debt after the LPN refinancing and
growing lease liabilities. After a temporary decline in FOCF in
2020 due to a one-time working capital outflow, S&P expects it to
sustainably improve in 2021 so that reported FOCF after lease
payments will be positive.

S&P could lower the rating on Eurotorg if its profitability and
cash flow generation fell short of our base case, such that
reported FOCF after all lease related payments remained negative. A
weaker operating performance could stem from a more pronounced
depreciation of the Belarusian ruble against the U.S. dollar and
euro, leading to higher costs of goods sold and an increase in
operating expenses, and Eurotorg's inability to fully pass through
these cost increases due to reduced consumer confidence and
disposable income than currently anticipated.

In addition, a negative rating action could occur if the Belarusian
ruble depreciates faster than we estimate, diluting the group's
credit metrics. Rating pressure could also emerge if Eurotorg's
liquidity deteriorates or covenant headroom declines. Lastly, a
downgrade of Belarus would trigger a similar action on Eurotorg.

Although unlikely in the next 12 months, S&P could raise the rating
on Eurotorg if the group improved its credit ratios sustainably
such that debt to EBITDA fell to 3.5x-4.0x, FFO to debt approached
20%, and EBITDAR cash interest and rent coverage ratio rose toward
2.2x. In addition, an upgrade would depend on the group maintaining
adequate liquidity and covenant headroom.

The rating upside is limited by anticipated volatility of
Belarusian ruble versus U.S. dollar and euro, as well as by
elevated political uncertainty. More than a one-notch upgrade is
unlikely at this stage, given S&P's current 'B' rating on Belarus
and our expectation that Eurotorg will not pass a hypothetical
sovereign stress scenario in order to be rated above the sovereign.
Another constraining factor is Eurotorg's reliance on unhedged
foreign-currency financing without earnings generation in the
respective currency, which will most likely continue.




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BULGARIAN TELECOMMUNICATIONS: S&P Cuts ICR to 'B', Off Watch Neg.
-----------------------------------------------------------------
S&P Global Ratings removed its long-term rating on Bulgarian
telecom operator Bulgarian Telecommunications Company EAD (Vivacom)
from CreditWatch with negative implications; lowered it to 'B' from
'B+', and withdrew the rating at Vivacom's request.

S&P said, "We lowered the rating because of United Group's weaker
credit quality and more aggressive financial policy.   Vivacom's
credit quality has therefore weakened following completion of the
transaction, because it is now owned by a lower rated company with
higher leverage. We currently forecast United Group's S&P Global
Ratings-adjusted leverage at 7.0x-7.5x, compared with a forecast
leverage ratio of about 2.0x for Vivacom prior to the acquisition.
The lower rating on Vivacom also reflects our view that United
Group's majority shareholder now fully controls Vivacom and its
cash flows."

United Group now fully owns Vivacom and S&P believes it is highly
strategic to the group's current identity and future strategy.  
This is supported by:

-- United Group expanding its outreach in Eastern Europe with
Vivacom. It not only enhances the group's scale and geographic
exposure, but adds an attractive asset that benefits from an
incumbent position in Bulgaria, fully owned and well-invested fixed
and mobile networks, and a solid growth profile despite the high
uptake of telecom services in Bulgaria.

-- All of Vivacom's outstanding debt has been repaid. What's more,
United Group provided Vivacom with an intragroup debt facility,
which in our view attests to its relatively strong and long-term
commitment of support.

Vivacom has stronger credit quality on a stand-alone basis and
generates positive free operating cash flows. It is therefore, in
our view, a key asset for its highly-leveraged parent.

However, the track record in terms of integration and operational
interrelation between both companies is short.




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F R A N C E
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CASSINI SAS: Fitch Cuts LT IDR to 'D' on Voluntary Safeguard Filing
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Fitch Ratings has downgraded French tradeshow organiser Cassini's
(Comexposium) Long-Term Issuer Default Rating (IDR) to 'D' from 'B'
following the company's recent voluntary filing for 'safeguard
proceedings' (Procedure de Sauvegarde) to the French court. In
addition, Fitch has downgraded its senior secured debt instrument
rating to 'RD' / 'RR4' from 'B+ '/ 'RR3'. The Recovery Rating
'RR4'indicates recoveries of 31% to 50%.

The multiple-notch downgrade to 'D' follows the unexpected filing
for 'safeguard' as a route for seeking the company's protection in
a restructuring procedure; leading to a forced event of default
under the current financial documents of interest payments and
covenant tests due by end-September 2020.

Cassini's credit profile has deteriorated rapidly since the start
of the pandemic with significant number of shows either postponed
or cancelled due to social-distancing rules and global travel
disruptions, which are expected to continue into 2021. The
'safeguard' offers Cassini the ability to freeze or delay all
upcoming payments, including financial interest, financial
obligations derived from put options and earn-outs on acquired
brands and acquisitive capex related to Europa Group in the event
of an unfavourable court ruling on its legal dispute with Europa.

KEY RATING DRIVERS

Safeguard Removes Amicable Restructuring Prospect: Cessation of
negotiations with credit lenders for a long-term suspension on the
springing covenant and to secure a EUR40 million of
state-guaranteed loan by mid-September led to the recent unexpected
filing on safeguard proceeding. The safeguard narrows any scope for
more amicable court-assisted restructuring proceedings (such as
Mandat ad hoc or conciliation proceedings), which have gradually
become customary for negotiations in France between highly
speculative companies and their stakeholders.

Safeguard Triggers Default: The safeguard provides Cassini with
legal protection to freeze all upcoming payments to preserve
liquidity. In its view, creditor's claims and enforcement rights
are impaired once the safeguard proceeding has started, triggering
an event of default under the finance documents due to the
inability to activate the mechanisms under the current
documentation for a cure or remedy of the interest payment and
covenant test due by end-September 2020.

COVID-19 Disruption Leads to Restructuring: Tightening
social-distancing measures announced by the French government in
mid-August, which limited gatherings of more than 5,000 people by
end-October 2020, and the high likelihood of the state of emergency
being extended until end-March 2021, severely interrupted Cassini's
business operations. Fitch anticipated some capacity to absorb
business shocks under its previous rating-case assumption of no
shows from March to end-August. However, extended current
social-distancing measures preventing tradeshow activity in 4Q20
further impair the company's near-term outlook. Exhibitions rely on
seasonal revenue in 4Q (40% of total Cassini's annual revenue).

Worsening Medium-Term Market Outlook: Recent evidence of increasing
coronavirus outbreaks in Europe and particularly in France imply
very low or no tradeshow activity until end-2021 with only limited
return to operations expected by 2022, assuming vaccinations or
benign mutation of virus mitigate public health risks and restore
global conference activity. The filing of the safeguard proceeding
accelerates the restructuring process required for Cassini to
navigate through a long-term freeze in business activity.

Tightening Liquidity: Liquidity has weakened more than previously
expected, with an average cash burn of EUR11 million-EUR15 million
per month, driven by higher non-recurring revenue from show
cancellations and restructuring fees. As of end-July 2020, Cassini
reported EUR76 million of closing cash balance, including EUR61
million revolver (RCF) drawings. Upcoming interest payments in
September 2020 would likely have triggered a liquidity crisis by
March 2021, assuming no tradeshow activity over the period.

DERIVATION SUMMARY

Cassini is a global exhibition organiser and shows a stronger
credit profile than close competitors within its leveraged credit
opinion portfolio. Its operating profile benefits from lower
exposure than peers to cyclical sectors, a leading position in the
B2B event space within France, and revenues predominantly derived
from exhibitors. It has an asset-light business model and benefits
from regulatory protection that allows it to renew exhibition
venues in Paris on effectively the same terms. Its strong
foundation in France and modest, centralised fixed-cost base make
Cassini highly scalable and flexible, supporting higher
profitability and cash flow margins than peers.

Cassini is more exhibition-focused than its peers, resulting in
less diversified revenue streams but helps reduce execution risks
while it pursues an M&A strategy to gain further scale. Compared
with larger peers such as Reed Exhibitions (owned by RELX
(BBB+/Stable)), Cassini is small in scale, has less geographical
and product diversification, which has led to severe business
disruptions from tightening social-distancing measures and global
travel restrictions related to the pandemic that have halted sector
business activity globally. Cassini exhibits significantly higher
leverage than RELX although both benefit from highly visible
recurring, albeit cyclical, revenue.

KEY ASSUMPTIONS

Financial forecasts are no longer relevant after the filing for
safeguard proceedings.

Recovery Assumptions:

  - Fitch estimates under its bespoke recovery analysis that a
going-concern approach will lead to higher recoveries for
creditors, given Cassini's proven robust business model, long-term
relationship with customers and suppliers, and existing barriers to
entry in the market.

Fitch estimates a going-concern value for Cassini at around EUR253
million (before deducting 10% for administrative claims), based on
current Fitch LTM EBITDA of about EUR42 million reflecting the lack
of visibility for post-restructuring EBITDA with no recovery of
business activity expected in the short- and medium-term. Fitch
used an enterprise value (EV)/EBITDA multiple of 6x, reflecting the
company's premium market positioning in the French market. Its
waterfall analysis generated a ranked recovery in the 'RR4' band,
indicating a 'RD' rating for the senior secured debt, with a 40%
recovery output percentage based on current metrics and
assumptions.

RATING SENSITIVITIES

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

  - Successful completion of Cassini's restructuring under the
safeguard proceeding framework.

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

  - As Cassini is rated 'D', it cannot be downgraded further.

ESG CONSIDERATIONS

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

LIQUIDITY AND DEBT STRUCTURE

Coronavirus business disruptions since the start of the pandemic
severely impacted Cassini's balance- sheet liquidity. The latter
has halved since end-February to a total closing cash balance of
EUR76 million as of end-July, including EUR61 million of RCF
drawings. The EUR90 million of RCF is currently fully drawn. Filing
for safeguard proceedings provides Cassini protection against
creditors and allows it to preserve liquidity and provides
additional headroom for negotiating a going-concern restructuring
plan to be approved by the French Court.

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.




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

WIRECARD AG: Ordered to Cease Payment Services in Singapore
-----------------------------------------------------------
Stefania Palma and Dan McCrum at The Financial Times report that
Singapore has ordered Wirecard to cease payment services in the
city state, marking the most dramatic regulatory intervention in
the German payment group's remaining operations since its collapse
in June.

The Monetary Authority of Singapore, the country's de facto central
bank, said on Sept. 30 that it directed Wirecard entities in
Singapore to cease payment services and return all customers' funds
by Oct. 14, the FT relates.

"MAS has been monitoring the impact of Wirecard AG's insolvency on
the ability of Wirecard SG to continue providing payment services
in Singapore," the FT quotes the MAS as saying in a statement.
"Wirecard SG has informed MAS that it is unable to continue
providing payment processing services to a significant number of
merchants.  MAS has assessed that it is in the interest of the
public for Wirecard SG to cease its payments services and promptly
return all customers' funds".

The regulator said credit card payments at merchants using
Wirecard's services as well as pre-paid cards issued by the German
group will be affected, the FT notes.

Wirecard services are widely used in Singapore, where cafés, bars
and restaurants across the island operate the company's payment
terminals, the FT discloses.

Once the darling of Germany's fintech sector, Wirecard collapsed
into insolvency in June after admitting that about EUR1.9 billion
in cash was missing from its accounts, the FT recounts.  The FT
last year reported allegations of fraud at Wirecard's Asia
headquarters in Singapore, prompting a police raid at the company's
offices and the launch of a criminal investigation.

In July, Singapore expanded its probe by launching a criminal
investigation into two companies with ties to the German fintech,
the FT relays.

After Wirecard's collapse in June, the MAS required it keep
customer funds derived from activities on the island in segregated
accounts with Singapore's banks, the FT states.




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

LUDGATE FUNDING 2007-FF1: Fitch Affirms CCC Rating on Class E Debt
------------------------------------------------------------------
Fitch Ratings has affirmed 22 tranches of three Ludgate UK RMBS
transactions and removed the affected tranches from Rating Watch
Negative (RWN).

RATING ACTIONS

Ludgate Funding Plc's Series 2008-W1

Class A1 XS0353588386; LT AAAsf Affirmed; previously at AAAsf

Class A2b XS0353589608; LT AAAsf Affirmed; previously at AAAsf

Class Bb XS0353591505; LT A+sf Affirmed; previously at A+sf

Class Cb XS0353594434; LT A-sf Affirmed; previously at A-sf

Class D XS0353595597; LT BBBsf Affirmed; previously at BBBsf

Class E XS0353600348; LT Bsf Affirmed; previously at Bsf

Ludgate Funding Plc Series 2006 FF1

Class A2a XS0274267862; LT AAAsf Affirmed; previously at AAAsf

Class A2b XS0274271203; LT AAAsf Affirmed; previously at AAAsf

Class Ba XS0274268241; LT AAsf Affirmed; previously at AAsf

Class Bb XS0274271898; LT AAsf Affirmed; previously at AAsf

Class C XS0274272359; LT A-sf Affirmed; previously at A-sf

Class D XS0274272862; LT BBB-sf Affirmed; previously at BBB-sf

Class E XS0274269645; LT BBsf Affirmed; previously at BBsf

Ludgate Funding Plc Series 2007 FF1

Class A2a XS0304503534; LT AAAsf Affirmed; previously at AAAsf

Class A2b XS0304504003; LT AAAsf Affirmed; previously at AAAsf

Class Bb XS0304508681; LT BBB+sf Affirmed; previously at BBB+sf

Class Cb XS0304509739; LT BBB-sf Affirmed; previously at BBB-sf

Class Da XS0304510158; LT BBsf Affirmed; previously at BBsf

Class Db XS0304512105; LT BBsf Affirmed; previously at BBsf

Class E XS0304515546; LT CCCsf Affirmed; previously at CCCsf

Class Ma XS0304504698; LT A+sf Affirmed; previously at A+sf

Class Mb XS0304505232; LT A+sf Affirmed; previously at A+sf

TRANSACTION SUMMARY

Ludgate Funding Plc Series 2006 FF1, 2007 FF1 and 2008 W1 are
secured by loans originated by Wave (formerly Freedom Funding
Limited) and purchased by Merrill Lynch International Bank Limited.
The loans are buy-to-let (BTL) and non-conforming owner-occupied
(OO) and secured against properties located in England and Wales.

KEY RATING DRIVERS

Off RWN

Fitch has removed the affected notes from RWN, where they were
placed in April in response to the coronavirus outbreak. The
transactions have been analysed under its coronavirus assumptions
(see EMEA RMBS: Criteria Assumptions Updated due to Impact of the
Coronavirus Pandemic). Fitch considered the ratings were
sufficiently robust to be affirmed.

Coronavirus-related Assumptions

Fitch expects a generalised weakening in borrowers' ability to keep
up with mortgage payments due to the economic impact of the
coronavirus pandemic and the related containment measures. As a
result, Fitch applied coronavirus assumptions to the mortgage
portfolios.

The combined application of revised 'Bsf' representative pool
weighted average foreclosure frequency (WAFF), revised rating
multiples and arrears adjustment for both the owner-occupied and
the buy-to-let sub-pools, resulted in a multiple to the current FF
assumptions ranging from approximately 1.3x at 'Bsf' to
approximately 1.0x at 'AAAsf' in each transaction. The coronavirus
assumptions are more modest for higher rating levels as the
corresponding rating assumptions are already meant to withstand
more severe shocks.

Fitch also applied a payment holiday stress for the first six
months of projected collections, assuming 20% of interest
collections will be lost, and related principal receipts will be
delayed. This reflects the current payment holiday percentage data
provided by the servicer plus a small margin of safety. The payment
holiday percentage for these pools as of July 2020 is 13.8% in
Ludgate 2006, and as of June 2020 is 14.7% in Ludgate 2007 and
17.2% in Ludgate 2008.

Negative Outlook on 12 Tranches

Ludgate 2006's class B, C, D and E notes, Ludgate 2007's class Bb,
Cb, and D notes and Ludgate 2008 class's Cb, D and E notes have
been assigned Negative Outlooks. Fitch considers these classes
vulnerable to prolonged payment holidays or subsequent collateral
underperformance with a limited margin of safety at their current
ratings. In assigning the Outlooks Fitch considered the results of
its downside sensitivity as outlined in Rating Sensitivities.

Pro-Rata Amortisation

Ludgate 2008 breached the reserve fund required amount trigger of
2.00% as of July 2020 and its current value is 1.95%. The pro-rata
basis reversed to sequential amortisation at the beginning of 3Q18.
Additionally, the current breach is lower than 0.1%, which could
imply that principal will again repay on a pro-rata basis shortly.
If the sequential payments prevail for an extended period, the
junior notes could suffer a deterioration in their credit profile
compared with if the transaction had remained pro-rata. Ludgate
2006 and 2007 are both currently amortising on a pro-rata basis.

RATING SENSITIVITIES

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement levels and
potential upgrades. Fitch tested an additional rating sensitivity
scenario by applying a decrease in the foreclosure frequency of 15%
and an increase in the recovery rate of 15%. The ratings for the
subordinated notes could be upgraded by up to three notches in
Ludgate 2006, 2007 and 2008.

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

The broader global economy remains under stress due to the
coronavirus pandemic, with surging unemployment and pressure on
businesses stemming from social-distancing guidelines. Recent
government measures related to the coronavirus pandemic initially
introduced a suspension on tenant evictions for three months and
mortgage payment holidays, also for up to three months. Fitch
acknowledges the uncertainty of the path of coronavirus-related
containment measures and has therefore considered more severe
economic scenarios.

As outlined in "Fitch Ratings Coronavirus Scenarios: Baseline and
Downside Cases", Fitch considers a more severe downside coronavirus
scenario for sensitivity purposes whereby a more severe and
prolonged period of stress is assumed with a halting recovery from
2Q21. Under this scenario, Fitch assumed a 15% increase in WAFF and
a 15% decrease in weighted average recovery rating. The results
indicate downgrades of up to five notches in Ludgate 2006, 2007 and
three notches in Ludgate 2008.

The transactions' performance may be affected by changes in market
conditions and economic environment. Weakening economic performance
is strongly correlated to increasing levels of delinquencies and
defaults that could reduce credit enhancement available to the
notes.

Additionally, unanticipated declines in recoveries could also
result in lower net proceeds, which may make certain note ratings
susceptible to potential negative rating actions depending on the
extent of the decline in recoveries. Fitch conducts sensitivity
analyses by stressing both a transaction's base-case FF and RR
assumptions, and examining the rating implications on all classes
of issued notes.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. There were no findings that affected
the rating analysis. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transaction's initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

Overall and together with the assumptions referred, Fitch's
assessment of the information relied upon for the agency's rating
analysis according to its applicable rating methodologies indicates
that it is adequately reliable.

Fitch may have provided another permissible service to the rated
entity or its related third parties. Details of this service for
ratings for which the lead analyst is based in an EU registered
entity or a branch of an EU-registered entity (i.e. Moscow, Sweden
and Dubai) can be found on the entity summary page for this issuer
on the Fitch website.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

Ludgate Funding Plc Series 2006 FF1: Customer Welfare - Fair
Messaging, Privacy & Data Security: 4, Human Rights, Community
Relations, Access & Affordability: 4

Ludgate Funding Plc Series 2007 FF1: Customer Welfare - Fair
Messaging, Privacy & Data Security: 4, Human Rights, Community
Relations, Access & Affordability: 4

Ludgate Funding Plc's Series 2008-W1: Customer Welfare - Fair
Messaging, Privacy & Data Security: 4, Human Rights, Community
Relations, Access & Affordability: 4

Ludgate Funding Plc's Series 2006, 2007 and 2008 have an ESG
Relevance Score of 4 for Human Rights, Community Relations, and
Access & Affordability due to pool with limited affordability
checks and self-certified income, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.

Ludgate Funding Plc's Series 2006, 2007 and 2008 have an ESG
Relevance Score of 4 for Customer Welfare - Fair Messaging, Privacy
& Data Security due to a material concentration of interest only
loans, which has a negative impact on the credit profile, and is
relevant to the ratings in conjunction with other factors.

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




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

CENTURION BIDCO: Fitch Affirms 'B+(EXP)' LT IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Centurion Bidco S.p.A.'s expected
Long-Term Issuer Default Rating (IDR) at 'B+(EXP)' with a Stable
Outlook. Additionally, Fitch has affirmed Centurion's senior
secured notes at 'BB-(EXP)'/'RR3'. Its capital structure has
marginally changed from June, including a slightly smaller senior
secured note issue and a new EUR38 million term loan B (TLB).

Centurion is an entity incorporated by PE funds advised by Bain
Capital and NB Renaissance Partners to complete the acquisition of
Engineering - Ingegneria Informatica S.p.A. (EII), a leading
Italian software developer and provider of IT services.

Compared with its forecasts made in June, Fitch has reduced its
revenue-growth expectations, reflecting potential negative impact
of an ongoing investigation by authorities in Italy involving
Azienda Trasporti Milanesi S.p.A. (ATM) and a number of companies,
including EII. Fitch also updated its ESG Governance Structure
Relevance Score to '4' from '3'. However, the business and
financial profile of Centurion and the wide headroom within its
rating sensitivities support the 'B+' rating. In addition,
contracts with ATM and the transportation business represent a
limited portion of EII's turnover.

The assignment of final ratings is contingent on the issue of the
rated debt instruments and the receipt of final documents
conforming to information already received.

KEY RATING DRIVERS

Strong Position in Italy: EII ranks among the top-three players in
Italy in implementation and management of software applications,
with a market share of around 10%. Its scale and reputation have
helped EII generate above-GDP growth over the last 20 years, driven
by organic and inorganic investments. Fitch believes that EII will
be able to capitalise on expected growth in digital investments in
the country, which still lags the rest of western Europe. However,
the domestic market remains competitive.

Short-Term Impact on Revenues: Its contract base has been resilient
due to the frequent renewal of outsourcing contracts, despite most
services being offered without a subscription model. Total and
organic revenues have consistently grown, with minor dips in 2009,
due to a disposal, and in 2012. Fitch expects organic revenue, 85%
of which is due to a backlog of orders, to decline slightly in
2020. Fitch projects 2% sales growth in 2021 due to the coronavirus
impact on certain sectors such as public administration,
industrials and transportation. Fitch factors in acquisitions of
EUR60 million per year for 2022-2023, at an average 6x enterprise
value (EV)/EBITDA, feeding into overall revenue CAGR of 7% for
2020-2023.

Constrained Margins: A significant portion of EII's revenue is
driven by IT projects run on a consultancy basis, resulting in
lower EBITDA margin than solely software supplier peers. Personnel
costs make up about 60% of the cost base, while another 25% is for
outsourced technical support services. The latter provides scope
for cutbacks when revenue dips. Fitch expects EBITDA margins of 12%
for 2020, growing towards 13% in 2021, partially benefitting from
efficiency initiatives implemented by management.

Limited Deleveraging Capacity: Fitch forecasts high funds from
operations (FFO) gross leverage at 4.7x at end-2020 and to peak at
5.2x at end-2021, due to expected slowdown of organic revenues and
an increase in gross debt to fund acquisitions. EBITDA growth will
be key to deleveraging to 4.7x in 2023. Together with FFO interest
coverage over 3.5x, Fitch assesses EII's leverage profile as
commensurate with a 'B+' rating. The leverage assessment recognises
the full equity features of the EUR210 million payment-in-kind
(PIK) toggle notes issued by TopCo Centurion Newco SpA, which do
not have any cross-default provision affecting the senior secured
notes.

Positive Free Cash Flow (FCF): The business model is characterised
by low capital intensity, as most R&D costs are expensed, but also
by significant working capital swings. Its contracts are structured
such that a proportion of revenues are deferred until cash is
collected, while relevant investments in client receivables are
required to secure these contracts. Fitch does not adjust for
deferred revenues in EBITDA, although they are reflected in FFO and
accounted for in FCF. Overall, Fitch expects FCF margins to average
around 3% in 2020-2023.

Diversification by Sector: EII's revenues are almost entirely
derived from the Italian market, but are diversified by sector
including financial services, public authorities and healthcare.
Around 45% comes from internally developed software solutions that,
in most cases, play a critical role in the customer's business,
while the remainder includes customising third-party products and
operations management. Over 50% of services involve
digital-enabling technologies such as cloud services, AI and
cybersecurity, while the balance involves more traditional
operations. Contracts are mostly signed on a single-project basis,
with upfront payments but with an increasing share from two- to
five-year service contracts.

Cloud-Led Market Growth: Fitch expects cloud services to be a
significant source of growth and disruptive to the software and
technology services industry. Fitch expects EII to leverage on both
its significant domestic market share and its relationships with
cloud incumbents to capitalise on the digital transition of IT
services in Italy. However, Fitch sees technology transition risks
associated with around 45% of EII's revenue base that still comes
from traditional services, which may see diminishing profitability
if they do not transition to digital platforms as planned by
management.

Recurring Revenues Critical: Fitch sees potential improvements in
EII's business profile as strongly linked to the growth of the
group's recurring revenue base and to an increase in
business-critical services for clients. A better mix towards
proprietary software solutions and a development of the revenue
base toward a subscription model would provide a more resilient
revenue stream. These developments would also transition the
business away from the current contract-led model that requires
high working capital investments.

DERIVATION SUMMARY

EII is firmly positioned in the Italian IT software and services
markets due to its diversified client base and to its longstanding
capabilities as an innovative proprietary solutions developer and
third-party systems integrator. Its capabilities translate into a
top-tier market share in the country and a stable contract base.
Its project-led business model generates a lower-than-sector
average EBITDA margin, although it results in a stable FCF profile.
Its rating reflects technological know-how and leading market
position in Italy, a contract-base revenue model and high
leverage.

Its Fitch-rated peers include ERP software-as-a-service provider
Teamsystem Holdings SpA (B/Stable) and the web-hosting software
company Particle Luxembourg S.A R.L. (WebPros, B/Stable). EII
generates higher revenue, lower capex requirements and lower
leverage than Teamsystem, but the latter's business model has a
subscription base driving a predominant share of predictable and
recurring revenues that convert into healthy FCF. As a result,
Fitch aligns EII's leverage downgrade sensitivity with Teamsystems'
leverage upgrade sensitivity.

More general comparisons can be made with payment processing
providers such as Nexi S.p.A. (BB-/Stable) and Nets Topco Lux 3
Sarl (Nets, B+/Stable). The competitive positions of Nets and Nexi
are stronger than EII's, with material barriers to entry and high
revenue predictability. As a result, Nets' 'B+' rating can tolerate
significantly higher leverage.

KEY ASSUMPTIONS

  - Organic revenue marginally declining in 2020

  - Revenue growth of 2% in 2021, followed by around 9% in 2022 and
10% in 2023, driven by organic and M&A-led expansion

  - EBITDA margin stable at around 13% from 2021 onwards, after a
slight drop to 12% in 2020

  - Working capital outflow of EUR25 million in 2020, increasing to
EUR38 million in 2023, in line with revenue growth

  - Capex at around 2% of revenue per year until 2023

  - Acquisitions of EUR24 million in 2021 and EUR60 million from
2022 onwards

  - No cash outflow from fines or penalties arising from the ATM
investigation

Key Recovery Rating Assumptions

The recovery analysis assumes that EII would be considered a
going-concern (GC) in bankruptcy, and that it would be reorganised
rather than liquidated, given the inherent value behind its
contract portfolio, its incumbent software licenses and strong
client relationships. Fitch has assumed a 10% administrative claim.
Fitch assesses the group's going-concern EBITDA at about EUR115
million. Fitch estimates that at this level of EBITDA, after the
undertaking of corrective measures, EII would generate zero to
slightly positive FCF.

Financial distress, leading to a restructuring, may be driven by
EII falling technologically behind its competitors, losing its
clients' business-critical projects, or by a deep recession causing
widespread cuts to non-critical outsourcing. Given its elevated
leverage, a restructuring would primarily be triggered by an
increase in leverage in a financial distress, leading to
unsustainable debt multiples and placing its EV under pressure and
squeezing its equity.

An EV multiple of 5.5x EBITDA is applied to the GC EBITDA to
calculate a post-reorganisation EV. This is in line with multiples
used for other software-focused issuers rated in the 'B' category.

Its recovery analysis includes EII's EUR605 million senior secured
notes and a EUR38 million TLB ranking pari passu with each other,
after assuming a fully drawn super senior revolving credit facility
(RCF) of EUR160 million. Fitch also considers around EUR7.9 million
of bilateral facilities at unrestricted subsidiaries. The debt
waterfall analysis results in expected recoveries of 61% for the
senior secured debt (up from 60% in June), resulting in a 'RR3'
Recovery Rating and a 'BB-' instrument rating. Based on its
criteria, the instrument recovery ratings are capped at 'RR3' in
Italy. The slight increase in calculated recoveries, compared with
its previous assessment in June, is due to minor differences in the
debt waterfall.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade: - FFO gross leverage below 4.5x - FFO
interest coverage above 4.0x - Increase of subscription-based
recurring sales in the revenue mix - Improved cash generation,
including deferred revenues and client receivables, leading to
increasing FCF Factors that could, individually or collectively,
lead to negative rating action/downgrade: - FFO gross leverage
above 6.0x due to slow profit growth or debt-funded acquisitions -
FFO interest coverage below 2.5x - Deterioration in quality of
revenues towards a less recurring, contract-led revenue model -
Worsening FCF margin below 2% through the cycle with increase in
cash outflows from working capital and higher capex requirements

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

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Liquidity is underpinned by the presence of
cash on balance sheet and by the availability of a EUR160 million
super senior RCF.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

Centurion has an ESG Relevance Score of '4' for Governance
Structure as, despite sound policies and procedures put in place,
complexities remain in monitoring the practices of the salesforce
when operating as a contractor of the public sector in Italy.
Improper behavior undertaken by single employees may give rise to
legal and commercial risks, which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

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


CENTURION BIDCO: Moody's Rates Proposed Senior Secured Notes 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
senior secured notes to be issued by Centurion Bidco S.p.A.  The
proceeds of the EUR-denominated notes, which are expected to be a
maximum of EUR605 million, will be used to refinance the bridge
facility utilized to finance Centurion Bidco S.p.A.'s acquisition
of Engineering Ingegneria Informatica S.p.A. in July 2020.

The company's B2 corporate family rating (CFR) and B2-PD
probability of default rating (PDR) remain unchanged. The outlook
on the ratings also remains unchanged at stable.

RATINGS RATIONALE

The B2 rating assigned on the proposed notes is in line with
Engineering's B2 CFR reflecting a capital structure that comprises
senior secured bonds and senior secured bank debt ranking pari
passu as well as a super-senior revolving credit facility (RCF).

Engineering's B2 CFR continues to be supported by (1) its leading
player status and strong technical know-how; (2) an attractive
Italian IT market with significant medium-term growth potential;
(3) relatively high switching costs for its services as well as
good customer retention overall; (4) expectations that Engineering
will be resilient to the coronavirus-related economic downturn and
generate healthy growth from 2021 onwards given positive secular
trends in IT spending; and (5) forecast Moody's-adjusted free cash
flow (FCF) generation above 5% of total Moody's-adjusted debt.

Conversely, the rating is constrained by (1) Engineering's limited
geographic diversification and significant customer concentration;
(2) strong competition in the Italian IT services market (3) the
company's limited track record of growth in cash flow generation;
(4) risks associated with Engineering's large net working capital
position; and (5) the possibility of delayed deleveraging due to
debt-funded acquisitions or shareholder-friendly actions, including
a repayment of the PIK notes issued outside the Centurion Bidco
S.p.A. restricted group.

Engineering's CFR also reflects Moody's initial assessment of the
potential impact on the company of an investigation that is being
undertaken by authorities in Italy involving Azienda Trasporti
Milanesi S.p.A. ("ATM") and a number of companies, including
Engineering. The investigation focuses on allegations concerning
the potential conduct of employees of the companies under
investigation, including certain employees of Engineering, as well
as potential breaches of Italian Legislative Decree 231/2001 ("LD
231"). Moody's initial assessment takes into account the limited
number of Engineering employees under investigation, the small size
of ATM's relationship with Engineering, the company's full
co-operation with the Italian authorities as well as the
preliminary findings of an internal investigation, undertaken by
external legal counsel, of Engineering's internal procedures and
compliance with LD 231 -- which, at this stage, suggest that the
repercussions of the investigation could be limited. That said, the
rating agency highlights that proceedings are only at an early
stage and more significant repercussions, such as a
disqualification from public tenders for a specific period of time
or more general reputational damage, cannot be ruled out. Overall,
the investigation introduces uncertainty with regards to
Engineering's future business and financial profile, particularly
given the lengthy nature of the Italian legal process, and
highlights the company's exposure to the potentially litigious
Italian public sector.

The stable outlook reflects Moody's expectation of (1) a limited
impact from the coronavirus outbreak and related economic downturn;
(2) continued growth in revenue and stable EBITDA margin over the
medium term; (3) no material releveraging from opening levels from
any future acquisitions, debt refinancing or shareholder
distributions; (4) ongoing cash flow generation equivalent to
annual Moody's-adjusted FCF in the mid-single digits as a
percentage of Moody's-adjusted (gross) debt; and (5) an adequate
liquidity profile.

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.

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

Positive pressure could arise if (1) Engineering continues to
increase its size and scale (2) the company's Moody's-adjusted
leverage ratio falls below 4.5x on a sustained basis while
delivering solid operating performance, including the smooth
integration of bolt-on acquisitions; (3) Engineering maintains a
strong liquidity profile, including an improvement in
Moody's-adjusted FCF generation towards high single-digits as a
percentage of Moody's-adjusted debt.

Negative pressure could arise if the company's (1) revenue and
EBITDA came under pressure, including if there was a sustained
deterioration in the market or competitive environment; (2)
Moody's-adjusted leverage rises above 6.0x on a sustained basis,
due to financial underperformance or additional debt raised to fund
acquisitions or shareholder-friendly actions, including the
refinancing of the EUR216.5 million PIK Notes raised by
Engineering's parent; (3) FCF generation and liquidity profile were
to deteriorate; or (4) there are more severe implications than
Moody's currently expects as a result of current investigations
into the breaches of Italian Legislative Decree 231/2001 ("LD
231").

PRINCIPAL METHODOLOGY

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

Founded in 1980, and headquartered in Rome, Engineering is a
leading provider of IT services, software development and digital
platforms, supporting clients in their digital transformation
projects. The company provides software and IT related services and
consultancy to companies in a diverse set of sectors including
telecommunications, utilities, financials and public
administration. In 2019, the company recorded revenue of EUR1.3
billion, 86% of which was generated in Italy, and company-adjusted
EBITDA of EUR160 million (EUR180m including the impact of IFRS
16).




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

AURIS LUXEMBOURG II: Fitch Cuts LT IDR to 'B-', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has downgraded Auris Luxembourg II S.A.'s (WSA)
Long-Term Issuer Default Rating (IDR) to 'B-' from 'B'. The Outlook
is Stable. Fitch also downgraded Auris Luxembourg III S.a.r.l.'s
term loan B (TLB) and revolving credit facility (RCF) to 'B' from
'B+', maintaining a single-notch uplift to the Long-Term IDR. WSA
is the result of a merger between Widex and Sivantos.

The downgrade reflects deterioration of WSA's leverage profile and
Fitch-projected reduced financial flexibility in FY20-FY21 as
post-merger synergies will now take longer to realise. The Stable
Outlook remains underpinned by healthy sector fundamentals as well
as retained free cash flow (FCF) generation capacity. Fitch expects
credit metrics to improve to levels that are commensurate with
current rating, following post-pandemic recovery and the full
realisation of post-merger synergies.

KEY RATING DRIVERS

Deleveraging Further Delayed: Deleveraging will be delayed, with
funds from operations (FFO) gross leverage expected to remain above
9.0x by end-financial year to September 2022, and likely above 8.0x
at the time of TLB and RCF refinancing in 2025. Fitch expects that
long-term market growth potential and competitive pressures will
require continued investment in R&D, bolt-on M&A and marketing
efforts, leaving WSA with limited cash flow for potential debt
prepayment over the next three years.

Profitability Yet to Improve: For FY20, Fitch expects WSA's
profitability to be under heavy pressure from the fixed nature of a
material portion of its costs, as well as R&D and marketing
expenses related to the finalisation of its new products' rollout.
Promising pre-pandemic results of WSA's new product range should
help profitability recovery, as should the post-merger synergies
have identified by WSA. Its forecast assumes profitability
improvement of 90bps during FY21-FY23, although faster realisation
of synergies could support even higher margins.

Tighter but Satisfactory Liquidity: Extraordinary expenditures and
negative working capital movements related to new product launches
led to a EUR40 million drawdown of the RCF in late 2019, causing
Fitch to reassess liquidity to satisfactory from adequate. Amount
available under the RCF totalled EUR85 million as of 3QFY20.
Additional liquidity has been provided in FY20 through a EUR100
million new TLB loan and an equity injection of EUR50 million. WSA
has to comply with a minimum liquidity covenant of EUR50 million,
tested monthly in its loan facilities. Fitch notes that recent
compliance certificates demonstrate sufficient and slightly
improving liquidity.

Moderate Revenue Exposure to Pandemic: Despite being materially
affected by lockdowns in Europe and the U.S., revenues showed a
gradual recovery in the summer. Although its forecasts for FY20
sales have been lowered by around 10%, strong pre-pandemic revenue
dynamics and limited demand elasticity in the hearing aid market in
the longer term should allow revenue to recover by FY22 to 97% of
levels forecast during its last review in March 2020. EBITDA margin
improvement is expected to slow, with pandemic impact offsetting
strong results seen up to February.

FCF Generation Capacity Remains: Mid-to-high single digit FFO
margins and moderate control over capex still drive a positive-FCF
business profile that can sustain high interest costs. Fitch
expects FCF margin to average 2% over FY22-FY24, which is slightly
below its forecasts of March 2020, due to lower profitability
expectations and higher interest rate costs. Execution risk
remains, as most of the identified synergies have yet to
materialise.

Deferred Execution of Merger Efficiencies: WSA is facing a delay in
realising the announced synergies identified in the merger between
Sivantos and Widex. This has been caused by the postponement of the
merger completion, which was concluded in August 2019 after
setbacks in execution and authorities' approvals, by the
acquisitions of Clearwater Clinical and HCS and by finalising debt
structure add-ons. Fitch has thus lowered its forecast for realised
synergies in FY20 by EUR10 million to reflect lower
volume-dependent synergies.

Sector Trends Still Strong: The global hearing aid industry is
rapidly evolving, has consistently grown 5% since the mid-2000s,
and shown resilience through the cycle, despite its predominantly
discretionary spending nature. Fitch expects the sector's customer
base to expand, driven by penetration in new markets, including
China and South America, by demographic shifts in advanced
economies and, mainly, by a higher percentage of hearing-impaired
individuals adopting the device solution. WSA's footprint, products
portfolio and competitive position allow the company to capture
these prevailing growth trends.

DERIVATION SUMMARY

WSA ranks as one of the top manufacturers and distributors in the
hearing aids industry, benefiting from significant scale, a large
portfolio of brands and widespread geographical coverage. The
business profile is a crossover between a strong medical device's
provider, supported by resilient health-driven demand, and a
consumer goods manufacturer. Worldwide state- and private
insurance-led reimbursement regimes are rapidly developing;
however, the majority of the expense for such devices remains
discretionary.

Its business profile is assessed at 'BB' to a low 'BBB' but high
leverage and an aggressive financial policy constrain the credit
profile to 'B-' with FFO gross leverage expected to remain above
9.0x up to FY24. This is weaker than wholesale and retail players
in similar sectors such as Rodenstock Holding GMBH (B-/Stable) and
3AB Optique Developpement S.A.S. (Afflelou, B/Negative), and other
healthcare LBO issuers such as Nidda BondCo GmbH (Stada, B/Stable),
CAB Selas (CAB, B/Negative) and Synlab Unsecured Bondco PLC
(Synlab, B/Stable).

KEY ASSUMPTIONS

  - Revenues to increase 4.4% in FY20 due to COVID-19 impact,
followed by growth of 15.2% in FY21 and 5% p.a. until FY23;

  - EBITDA margin to bottom out in FY20 at 17.3% and trending
towards 19% by FY23;

  - Capex of EUR110 million in FY20, followed by 5%-4.5% of sales
in FY21-FY23;

  - No additional spending on acquisitions in 4QFY20, followed by
EUR10 million per annum of bolt-on acquisition in FY21-FY23; and

  - No dividends over the next four years.

KEY RECOVERY RATING ASSUMPTIONS

  - The recovery analysis assumes that WSA would be considered a
going concern in bankruptcy, and that it would be reorganised
rather than liquidated, given the inherent value behind its product
portfolio, brands, retail network and clients

  - A 10% administrative claim

Going-Concern (GC) Approach

  - Fitch assesses WSA's going-concern EBITDA at about EUR300
million. Fitch estimates that, at this level of EBITDA, after
undertaking corrective measures, the company would generate
moderately positive FCF.

  - A distressed situation, leading to a restructuring process, may
be the result of adverse market dynamics driven by new technologies
in the hearing aid market or by a widespread diffusion of
value-for-money devices, both potentially generating a loss of
pricing power under the entire portfolio of WSA brands, reducing
gross margins and overall profitability.

  - Fitch believes that, in consideration of WSA's elevated
leverage, restructuring will primarily be triggered by an increase
in leverage associated with financial distress, leading to
above-average debt multiples. This is likely to materialise at
EBITDA levels still potentially able to generate mildly positive or
neutral FCF.

  - An enterprise value (EV) multiple of 6.5x EBITDA is applied to
the GC EBITDA to calculate a post-reorganisation EV. The multiple
is at the high-end of the range of multiples used for other
healthcare-focused credit opinions and ratings in the 'B' category,
reflecting a partial uplift led by the synergistic potential of the
combined entities as well as the scale factor.

  - Since its review in March 2020, the company has issued a new
euro TLB sidecar facility of EUR 100 million and repaid EUR11
million on its US dollar TLB, which Fitch has incorporated in its
new waterfall analysis.

  - Its waterfall analysis generated a ranked recovery in the 'RR3'
band, indicating a 'B' instrument rating for the senior secured
TLB1 and TLB2 and RCF. The latter ranks pari passu with the TLB,
and which Fitch assumes to be fully drawn upon default. The
waterfall analysis based on current metrics and assumptions yields
recoveries of 51% for the senior secured debt (previously 53%).

RATING SENSITIVITIES

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

  - FCF margin in mid-single digits on a sustained basis

  - FFO interest cover above 2.0x on a sustained basis

  - FFO gross leverage below 8.0x on a sustained basis

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

  - Liquidity deterioration along with neutral-to-negative FCF

  - Unsustainable capital structure with highly elevated leverage
metrics on approach to TLB and RCF debt maturity

  - FFO interest cover below 1.5x on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: According to the minimum liquidity
certificate issued on September 17, 2020, WSA had as of end-August
2020 EUR216.3 million cash on balance sheet, EUR84.5 million
available in RCF out of a EUR260 million total commitment and
expected positive FCF generation from FY22 onwards. All this should
support contractual TLB amortisations, leading to a satisfactory
liquidity assessment.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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




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

CREDIT EUROPE: Fitch Affirms B+ LongTerm IDR, Outlook Negative
--------------------------------------------------------------
Fitch Ratings has affirmed Credit Europe Bank N.V.'s (CEB)
Long-Term Issuer Default Rating (IDR) at 'B+' with a Negative
Outlook and affirmed the Viability Rating (VR) at 'b+'.

The Negative Outlook reflects downside risks to its baseline
scenario, as pressure on the bank's ratings would increase if the
downturn and the impact of the crisis on the economies where CEB
operates is deeper or more prolonged than Fitch expects.

KEY RATING DRIVERS

IDRS AND VR

CEB's ratings reflect its niche but established franchise in
international trade finance, corporate lending and project finance.
The bank is exposed to counterparties in emerging markets and to
cyclical industries. This is inherent to its business model and
translated into relatively high rates of loan impairment and low
profitability in recent years. The bank's stable and seasoned
management as well as its generally stable retail deposit funding
are relative rating strengths.

CEB is a strategic investment for the Fiba group, an industrial
conglomerate controlled by the Turkish Ozyegin family. Over the
years, the bank has developed a franchise specialising in
international trade finance. CEB's activities also comprise
corporate and project finance lending. A large share of the bank's
exposure is still to counterparties in emerging markets (55% of on-
and off-balance sheet exposures at end-June 2020), despite
increased underwriting in developed economies. CEB is also active
in retail banking, with online deposit-gathering operations in the
Netherlands and Germany and a credit card franchise in Romania.

CEB has high levels of impaired assets, owing to its exposure to
counterparties in emerging market economies and to cyclical
corporate sectors. The bank's impaired loans/gross loans ratio
increased to 11.4% at end-June 2020 from 9.1% at end-2019 but net
impaired loan formation was still relatively limited in the
pandemic context. Fitch expects a further increase in impaired
loans in 2H20-2021 as fiscal support for private sector entities is
scaled back and some of the borrowers benefiting from payment
holidays struggle to resume payments.

CEB's profitability is highly variable due to the inherent
cyclicality of its business model. It is comparable with that of
specialist trade finance banks operating in the same regions. Fitch
expects the bank's revenues will decrease in 2H20 and 2021 as it
has strengthened counterparty screening processes in the context of
the pandemic, and is less inclined to get involved in trade finance
transactions in higher-risk countries, both of which translate into
lower underwriting. The main profitability challenge in the near to
medium term will be from higher loan impairment charges.

CEB's leverage and capital ratios are strong but the bank's buffers
over regulatory requirements are thin in absolute terms,
considering the bank's exposure to cyclical sectors. Its weak
pre-impairment profitability offers only limited cushion and leaves
its capital base exposed to asset quality shocks. Additionally,
unreserved impaired loans and repossessed assets encumbered a
material share (about 45% at end-June 2020) of the bank's common
equity Tier 1 (CET1) capital.

CEB's funding and liquidity are generally stable. CEB's main source
of funds is a granular deposit base collected in the Netherlands,
Germany and Romania to a lesser extent. Reliance on wholesale
funding is limited to interbank deposits and one externally-placed
Tier 2 bond.

SUPPORT RATING AND SUPPORT RATING FLOOR

CEB's Support Rating of '5' and Support Rating Floor of 'No Floor'
reflect Fitch's view that senior creditors cannot rely on receiving
full extraordinary support from the sovereign if CEB becomes
non-viable. This reflects the bank's lack of systemic importance in
the Netherlands, as well as the implementation of the EU's Bank
Recovery and Resolution Directive and the Single Resolution
Mechanism. These provide a framework for resolving banks, which is
likely to require senior creditors participating in losses, if
necessary, instead or ahead of a bank receiving sovereign support.

Support from the bank's private shareholder, although possible,
cannot be reliably assessed.

SUBORDINATED DEBT

CEB's Tier 2 subordinated debt is rated two notches below the
banks' VR, reflecting below-average recovery prospects for this
type of debt. This is owing to high levels of senior-ranking
liabilities and weak asset quality.

RATING SENSITIVITIES

IDRS AND VR

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

The main trigger for a downgrade of the bank's IDRs and VR would be
a sustained and material deterioration in the bank's asset quality
and profitability beyond its baseline expectations. For example,
Fitch would likely downgrade the IDRs and VR if the bank's impaired
loans/gross loans ratio continues to rise on a sustained basis and
coverage of impaired loans by loan loss allowances stays low. Fitch
would also likely downgrade CEB's ratings if the bank is not able
to break even for a prolonged period of time or if losses erode its
CET1.

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

The Outlook could be revised to Stable if the quality of CEB's loan
book proves more resilient than Fitch's expectation and the bank is
able to strengthen its capital base. Further reduction of its
exposure to borrowers in emerging markets and to cyclical
industries would also be rating positive.

An upgrade is currently unlikely and would require significant
strengthening of the bank's franchise.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the Support Rating and upward revision of the Support
Rating Floor would be contingent on a positive change in the
Netherlands' propensity to support its banks and a significant
increase in CEB's systemic importance. While not impossible, this
is highly unlikely in Fitch's view.

SUBORDINATED DEBT

CEB's subordinated debt rating is sensitive to changes in the VR.

ESG CONSIDERATIONS

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


PRIME FOCUS: Fitch Assigns 'B+' LT IDR, Outlook Stable
------------------------------------------------------
Fitch Ratings has assigned Prime Focus World N.V. (DNEG) a
Long-Term Issuer Default Rating (IDR) of 'B+' with a Stable
Outlook. Fitch has also assigned DNEG plc's senior secured notes of
USD375 million an expected rating of 'BB-(EXP)'/'RR3'/57%.

The ratings of DNEG are constrained by its small scale, limited
diversification among clients and key projects, as well the
inherent delay and cancellation risk of its content production
segment, which limits revenue visibility. The ratings also take
into account DNEG's leading position as a tier-one visual-effect
service provider globally, whose work spreading across the
blockbuster and award-winning movies. State-of-the-art production
technology supports its competitive advantages in complex
visual-effect productions. Its global production model and an
efficient cost structure contribute to higher margins than peers'.

Funds from operations (FFO) gross leverage for financial year
ending March 2020 (FYE20) was 3.8x and is forecast to rise to 5.9x
by FYE21 post the refinancing. Fitch expects leverage to fall below
the 'B+' downgrade threshold of 5.5x by FYE22. Deleveraging
capacity is supported by its strong operating margin and expected
positive free cash flow (FCF) generation over the next three
years.

KEY RATING DRIVERS

Small Scale, Limited Diversification: DNEG has been growing revenue
in low double-digit percentages in the last three years. However,
the business remains small in scale with Fitch-defined EBITDA of
USD79 million in FYE20. DNEG's clients are major film studios and
TV/OTT operators. Despite rapidly growing content spending by
over-the-top (OTT) players, around 75% of DNEG's FYE20 revenue was
generated from the top seven Hollywood studios. DNEG on average
works on 10 large movie projects each year, which aggregately
contribute 50%-60% of its revenue. The concentration on large
projects also weighs on revenue stability, especially given DNEG's
small size.

Revenue Visibility Risk: Revenue planning by DNEG is based on its
order book and order pipeline at the beginning of each year, as
well its detailed workload estimation down to the level of each
shot or sequence in a movie or TV show. Over the past three years,
DNEG has been able to achieve over 85% of annual revenue from its
order book early in the year. Nevertheless, it remains exposed to
the risks of movie-project delay or cancellation, and of cessation
of large franchise movies, which reduces revenue visibility. This
is partly mitigated by the longstanding relationships between DNEG
and film studios.

COVID-19 Impact: DNEG's business is less affected by COVID-19 than
movie production companies, given its revenue and payment
settlement is not dependent on movie cinema releases or box office
results, but on work completed. Its infrastructure-based global
production model allows most employees to continue working remotely
during lockdown. However, filming activities were interrupted
during lockdown, which DNEG relies on to complete its
post-production visual-effects work. This may postpone certain
revenues into the following year. It also faces uncertainties
around the pace of new movie-project launches and possible pressure
on production budgets, as studios recover from the crisis.

Supportive Content Demand: Fast-growing content demand, especially
increasing spending on original content by OTT players, is
credit-positive for DNEG, as the visual-effect services are
platform-neutral. As OTT platforms are competing by creating own
exclusive content to attract subscriptions this should support
DNEG's future growth and help reduce revenue concentration in large
film studios. Additionally, content competition from OTT operators
could drive the traditional film and TV studios to increase content
spending, despite the short-term COVID-19 pressure.

Leading Technology: DNEG's leading position in visual-effect
services benefits from the company's state-of-the-art technology
and infrastructure. DNEG completed its workflow-based production
infrastructure upgrade in 2017-2018. Its technology platforms allow
DNEG to provide complex visual effects in a cost-effective manner,
compared with some of its main competitors and second-tier
providers who offer more standardised visual-effect workload
services.

Efficient Cost Structure Supports Profitability: An efficient cost
structure has allowed DNEG to enjoy stable Fitch-defined EBITDA
margins above 20%, which is higher than peers. It has a large base
of production employees in India, which contributes to the low-cost
base of the business. About half of DNEG's North America and UK
employees are on fixed-term contracts and employed to work on a
project-by-project basis. This provides DNEG with cost flexibility
and, in its view, should help preserve profitability during
downturns such as the COVID-19 crisis.

Cash Generation Supports Deleveraging: The new debt to refinance
existing debt and fund shareholder remuneration is forecast to
increase FFO gross leverage to a peak in FYE21 at 5.9x. Fitch
expects this to be followed by gradual deleveraging to 5.4x by
FYE22, which is consistent with a 'B+' rating. Deleveraging
capacity is supported by DNEG's healthy revenue growth, robust
EBITDA margin and expected positive FCF generation over the next
three to four years.

DERIVATION SUMMARY

DNEG is a global tier-one independent visual-effect service
provider to major Hollywood studios and OTT operators. Its primary
competitors are Industrial Light & Magic (owned by Disney), MPC
(owned by Technicolor) and Weta Digital. In the broader scope of
Fitch-rated diversified media peers, Fitch considers the TV content
producer Banijay Group SAS (B/Negative) as the most comparable
peer. DNEG has a smaller scale and less diversified client and
project base than Banijay, which makes the company slightly weaker
than Banijay's operating profile. However, this is counterbalanced
by DNEG's strong growth prospects, higher Fitch-defined EBITDA
margin and less leveraged credit profile. Fitch views DNEG's
profile as being more consistent with a high 'B' category rating.

KEY ASSUMPTIONS

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

  - Fitch conservatively assumes revenue to decline around 12% in
FY21 followed by a 15% growth in FY22. High single-digit revenue
growth in FY23-FY24;

  - Fitch-defined EBITDA margin (pre-IFRS 16) to improve to around
24% in FY21 due to staff cost reduction before stabilising around
23% over the next three years;

  - Stabilising working capital at 4%-5% of total revenue over the
next four years, reflecting the shift of contract payment terms to
a milestone-linked base being largely completed;

  - Stable capex at 6% of revenue in FY21-FY24; and

  - No dividend assumed in FY22-FY24.

Key Recovery Rating Assumptions

  - The recovery analysis assumes that DNEG would be considered a
going concern in distress or bankruptcy and that the company would
be reorganised rather than liquidated;

  - A 10% administrative claim;

  - Post-restructuring EBITDA estimated at USD60 million, 24% below
FY20 Fitch-defined EBITDA, reflecting loss of large film projects
due to client's budget cuts and competition;

  - A distressed enterprise value (EV) multiple of 5.0x is applied
to calculate a post-restructuring valuation; and

  - In its debt claim waterfall, Fitch assumes a fully drawn
revolving credit facility (RCF) of USD100 million, ranking pari
passu with the senior secured notes of USD375 million.

RATING SENSITIVITIES

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

  - Continued leading market position and sustained improvement in
revenue contributions from OTT operators;

  - Higher post-dividend FCF of over USD50 million;

  - FFO gross leverage sustainably below 4.5x; and

  - FFO interest coverage sustainably above 4.0x.

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

  - Failure to reduce FFO gross leverage below 5.5x by FYE22;

  - FFO interest coverage sustainably below 3.0x; and

  - Weakening market position leading to weaker FCF generation.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: DNEG's business is cash-flow generating and
the company has no near-term debt maturities post-refinancing as
the senior secured notes will have a five-year tenor. The company
will also have access to a USD100 million RCF, which is expected by
management to remain largely undrawn.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch treats DNEG's preferred shares of USD15 million as debt, as
it only contains a conditional conversion trigger related to a
qualified IPO event.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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




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

HOME CREDIT: Fitch Alters Outlook on 'BB-' LT IDR to Stable
-----------------------------------------------------------
Fitch Ratings has revised Russia-based Home Credit & Finance Bank
Limited Liability Company's (HCFB) Outlook to Stable from Negative,
and affirmed the bank's Long-Term Issuer Default Rating (IDR) at
'BB-'.

The Outlook revision reflects reduced pressure on HCFB's credit
profile from the pandemic, lower oil prices and the resulting
economic contraction in Russia. Pre-impairment profitability has
remained robust despite some contraction in interest and fee
income, and, in Fitch's view, would be sufficient to provide for
further credit losses even in a longer and more severe downturn
than currently anticipated. Asset-quality erosion has also been
limited to date.

KEY RATING DRIVERS

HCFB's ratings are driven by its intrinsic creditworthiness, as
reflected by its Viability Rating (VR) of 'bb-'. HCFB's VR captures
its exposure to the cyclical Russian consumer finance market and
high-risk/high-return business model, but this is balanced with
reasonable capital and liquidity buffers.

HCFB is highly exposed to unsecured consumer lending (71% of
end-1H20 assets). Impaired loans (Stage 3 under IFRS) increased to
4.3% of gross loans at end-1H20 from 3.1% at end-2019. The
origination of impaired loans (defined as impaired loans originated
in the period, including write-offs, divided by average
non-impaired loans) increased to 6% in 1H20 (annualised) from 4% in
2018 and 2019, which Fitch views as a sign of only moderate
loan-quality deterioration to date. Stage 2 loans increased to 17%
of gross loans at end-1H20 from 13% at end-2019, but over 70% of
these were non-overdue at end-1H20, which reduces the magnitude of
credit risks.

Fitch expects HCFB's loan-quality metrics to stay under moderate
pressure in the next few quarters, but according to its base line
expectations the bank's pre-impairment profit (PIP) will be
sufficient to cover extra loan impairment charges (LICs), allowing
the bank to remain profitable in 2020 and 2021.

HCFB's PIP was equal to 9% of average gross loans in 1H20
(annualised), providing the bank with reasonable loss-absorption
capacity. PIP is supported by high margins - which benefit from
HCFB's focus on unsecured lending and a gradual sector-wide
reduction of funding costs - and good cost control. For the
remainder of 2020 and 2021, Fitch expects HCFB's PIP to stay above
its LICs, which spiked to 5% of average loans in 1H20 (annualised)
from 1.3% in 2019. HCFB's LICs benefit from recoveries on
previously written-off loans equal to 2%-3% of gross loans
annually, and Fitch views these gains as recurring and available
for HCFB in the medium term. In 1H20, HCFB's bottom-line
profitability remained strong as reflected by an annualised 3%
ratio of operating profit divided by risk-weighted assets (RWAs),
while return on average equity was 10% (annualised).

At end-2Q20, HCFB's Fitch Core Capital was a high 24% of RWAs.
Regulatory capital ratios are tighter given stringent statutory
risk-weighting of retail loans and the operational risk charge. The
consolidated core Tier 1 ratio of 11.0% was 400bp above the
regulatory minimum, including the fully loaded capital conservation
buffer. The ratios should increase by about 100bp at end-9M20 owing
to the regulatory initiative to relax the risk-weights on the
existing stock of unsecured retail loans issued prior to September
2019.

HCFB is mainly funded by granular retail deposits (84% of
liabilities at end-1H20), which are price-sensitive, but have
proven to be stable through the cycle as most of these are covered
by state deposit insurance. Wholesale funding (interbank and senior
debt; 12% of consolidated liabilities) is mainly attracted by the
Kazakh subsidiary. The liquidity buffer (cash, short-term bank
placements and bonds) improved to 24% of customer accounts at
end-1H20, and HCFB's overall liquidity profile also benefits from
fast loan turnover.

SUPPORT RATING AND SUPPORT RATING FLOOR

HCFB's Support Rating of '5' and Support Rating Floor of 'No Floor'
reflect Fitch's view that the propensity of the Russian authorities
to provide support to HCFB would be limited due to the bank's small
size and lack of systemic importance. Fitch also does not factor
any institutional support from the broader Home Credit group into
HCFB's ratings. Although institutional support is possible, it
cannot be relied upon in all circumstances, in Fitch's view.

DEBT RATINGS

HCFB's perpetual additional Tier 1 notes, issued through Eurasia
Capital SA, are rated at 'B-', three notches below the bank's VR.
The notching reflects higher loss severity relative to senior
unsecured creditors, and non-performance risk due to the option to
cancel coupon payments at HCFB's discretion. The latter is more
likely if the capital ratios fall below the minimum capital
requirements with buffers. This risk is reasonably mitigated by
HCFB's resilient profitability and reasonable headroom over capital
minimums, including buffers.

RATING SENSITIVITIES

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

Positive rating actions are unlikely in the near term given ongoing
pressures on the broader operating environment. In the longer term,
an upgrade would require a prolonged record of low impairment
losses through the cycle and stable profitability, while
maintaining adequate capital buffers. More diversification of the
bank's business model and earnings structure could also be
credit-positive.

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

HCFB's ratings could be downgraded if LICs increase significantly
above its expectations, resulting in considerable net losses and
capital pressure.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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


OTP BANK: Fitch Affirms BB+ LongTerm IDRs, Outlook Negative
-----------------------------------------------------------
Fitch Ratings has affirmed Joint Stock Company OTP Bank's (OTP)
Long-Term Issuer Default Ratings (IDRs) at 'BB+' with a Negative
Outlook.

KEY RATING DRIVERS

IDRS, SUPPORT RATING

The 'BB+' IDRs of OTP are underpinned by potential institutional
support from its parent, Hungary-based OTP Bank Plc, reflecting the
majority ownership (98%), a high level of integration, common
branding and reputational damage from a default of the subsidiary,
given the group's broader international presence. The Negative
Outlook on OTP's IDRs reflects negative pressure on OTP Bank Plc's
credit profile and therefore on the parent's ability to provide
support due to the coronavirus outbreak.

Viability Rating (VR)

The affirmation of OTP's 'bb-' VR reflects Fitch's view that the
pressures stemming from the pandemic, lower oil prices and the
resulting economic contraction in Russia have not resulted in
severe deterioration of the bank's financial profile. The VR
balances OTP's high-risk/high-margin business model, significant
exposure to cyclical unsecured retail lending (41% of total assets
at end-2Q20) and moderate profitability against a solid capital
buffer, stable funding profile and ample liquidity.

Impaired loans (defined as Stage 3 loans under IFRS9) made up a
high 14% of gross loans at end-2Q20 (2019: 12%), but were 1.5x
covered by total loan loss allowances (LLA). The significant share
of stage 2 loans at 12% is only a moderate risk, in Fitch's view,
given that only a minor part of these were in arrears. The bank has
restructured in 2020 a moderate portion of its loan book - around
5% of gross loans.

Non-performing loan (NPL) origination (defined as the increase in
loans overdue by over 90 days plus write-offs, divided by average
performing loans), the key loan quality metric used by Fitch in
analysing Russian retails banks, rose sharply to an annualised 8.1%
in 1H20 from a more moderate 3.5% in 2019. Fitch expects the
pressure on OTP's asset quality ratios to continue in 2H20 and
beyond.

Core profitability at OTP was reasonable in 1H20 with a net
interest margin of 12% (2019: 11%) and net fees and commissions at
6% of average loans (2019:7%). However, OTP's pre-impairment profit
(PIP) was weakened by heightened operating expenses, equal to 60%
of operating revenue, as the bank largely bears the operating
expenses of its sister microfinance entity but does not consolidate
its revenues. OTP's PIP was equal to a moderate 7% of average loans
in 1H20, which was insufficient to cover elevated loan impairment
charges (LICs; 9% of average loans in 1H20; 2019: 5%). As a result,
in 1H20 OTP has reported a net loss equal to 7% of average equity
compared with a net profit equal to 11% of average equity in 2019.
All ratios are annualised, where applicable.

Its base-case expectation is that the bank will be close to
break-even for 2020 because its LICs for 1H20 included one
off-macro adjustments and may moderate in 2H20, while revenues that
were reduced in 2Q20 due to lockdown should at least be partially
restored. However, Fitch expects the bottom line in the medium term
to remain under pressure as the bank's pre-impairment profitability
is only moderate relative to the magnitude of asset-quality risks.
OTP's capacity to absorb losses through profits in case of a more
severe and prolonged crisis is more limited than that of some other
Fitch-rated retail banks in Russia.

OTP's regulatory consolidated CET1 ratio was a reasonable 12.1% at
end-2Q20, but this should be viewed in light of the high
risk-weighted assets (RWAs) density of 170% due to punitive retail
risk-weights and a large operational risk charge. OTP's IFRS equity
/ assets ratio was a strong 20% at the same date, implying strong
capitalisation.

Regulatory capital ratios are managed with large buffers relative
to the Central Bank of Russia (CBR) requirements. At end-2Q20, the
lowest headroom at OTP was for its regulatory consolidated Tier 1
ratio (N20.2) and equaled 360bp. It could receive a 70bp boost in
September due to the relaxation of risk-weights for unsecured
retail loans generated prior to September 2019 as a part of the
CBR's package to support the banking sector.

OTP's capital position is somewhat undermined by an unsecured
exposure to the bank's sister microfinance lender (0.2x Fitch Core
Capital), given that if retail loan quality in Russia weakens
further the microfinance entity may require additional capital, in
Fitch's view.

OTP is mainly deposit-funded (83% of liabilities at end-2Q20),
mostly retail. These are price-sensitive, but have been stable
through the credit cycle. The bank's liquidity buffer is
reasonable, covering around 26% of customer accounts at end-8M20.
Its liquidity position additionally may benefit from ordinary
support; the bank had an unused credit line from its parent at the
same date, equal to an additional 9% of its customer accounts.

RATING SENSITIVITIES

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

OTP's IDRs and Support Rating could be downgraded in case of a
weakening of OTP Bank Plc's ability or propensity to provide
support to the Russian subsidiary.

The VR could be downgraded if the bank faces more prolonged and/or
more severe asset-quality pressure, resulting in negative bottom
line and capital pressure.

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

OTP's Outlook could be revised to Stable if pressures ease on OTP
Bank Plc's ability to provide support to the Russian subsidiary.

Upside for OTP's VR is currently limited unless the bank sees a
moderation of risks related to the pandemic economic shock, limited
LICs through the cycle and stable profitability, while maintaining
adequate capital buffers. Diversification of the bank's business
model and earnings structure would also be credit-positive.

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.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

OTP's IDR is driven by potential support from OTP Bank Plc.

ESG CONSIDERATIONS

OTP has an ESG Relevance Score of '4' for Group Structure, which
reflects significant exposure to, and potential contingent risks
related to, its sister company, which operates as a microfinance
lender. This has a negative impact on the credit profile, and is
relevant to the rating in conjunction with other factors.

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


TINKOFF BANK: Fitch Alters Outlook on 'BB' LT IDR to Stable
-----------------------------------------------------------
Fitch Ratings has revised Russia-based Tinkoff Bank's Outlook to
Stable from Negative, while affirming the bank's Long-Term Issuer
Default Ratings (IDRs) at 'BB'.

The Outlook revision reflects reduced pressure on Tinkoff's credit
profile from the pandemic, lower oil prices and the resulting
economic contraction in Russia. Fitch believes that Tinkoff's
pre-impairment profitability should be sufficient to absorb
additional asset-quality pressures even in a longer and more severe
downturn than currently anticipated. This is because of Tinkoff's
wide margins and strong fee generating capacity, which has
demonstrated stability even in the period of lockdown in Russia.
Asset- quality deterioration has been only moderate so far.

KEY RATING DRIVERS

IDRs

The IDRs of Tinkoff are driven by its intrinsic credit strength as
measured by its Viability Rating (VR). The bank's VR continues to
capture Tinkoff's significant focus on unsecured retail lending
(48% of total assets at end-2Q20), which is volatile by nature, and
the bank's high-risk/high-return business model, which is a
moderate rating constraint. These rating drivers are balanced by a
record of exceptionally strong profitability at Tinkoff,
comfortable capital buffers, and a strong funding and liquidity
profile.

VR

Tinkoff's impaired loans (Stage 3 loans under IFRS9) made up a high
13% of total gross loans at end-2Q20 (end-2019: 11%). Stage 2 loans
were a further 9%, but around half of these were represented by
non-overdue exposures. Stage 2 and Stage 3 loans were 82% covered
by the bank's total loan impairment reserves. Tinkoff has
restructured around 5% of loans in 2020, but the risks stemming
from loan restructuring, which intensified in 2Q20, seem to be
moderate due to the limited volumes of such loans and their fairly
good credit quality, as these are largely still classified in the
Stage 1 category.

The non-performing loans (NPL) origination ratio (calculated as the
increase in loans overdue by over 90 days plus write-offs, divided
by average performing loans), which Fitch uses as the main loan
quality indicator for Russian retails banks, increased at Tinkoff
to an annualised 11% in 2Q20 from 9% in 1Q20 and 8% in 2019, driven
by deterioration of the broader economic environment in Russia.
Fitch expects continued pressure on NPL origination ratios in 2H20
and 2021, but additional impairment losses should substantially be
covered by Tinkoff's robust pre-impairment profit.

Tinkoff's profitability is a rating strength. The net interest
margin fell moderately to 19.9% in 1H20 from 22.5% in 2019
following an overall decline of market rates. Some pressures on the
bank's transactional income were offset by solid performance of
other business lines, which resulted in a stabilisation of total
fees, commissions and net insurance income at a decent 9% of
average loans in 1H20. Tinkoff's core pre-impairment profit, net of
securities gains, equaled 24% of average loans in 1H20, providing
comfortable headroom over the bank's loan impairment charges (LICs)
at 14% of average loans. This allowed the bank to post a strong
return on average equity of 39% in 1H20 and in its base case Fitch
expects similar results in 2H20 and beyond. All ratios are
annualised.

Tinkoff's IFRS-based CET1 capital ratio exceeded 16% at end-2Q20.
Regulatory capital ratios were tighter due to punitive statutory
risk-weights applied to retail loans in Russia, but were managed
with comfortable headroom over the regulatory minimums (including
the fully-loaded capital conservation buffer). At end-2Q20 the
lowest headroom at Tinkoff was for its regulatory consolidated
total capital ratio (N20.0) and equaled 270bp. Fitch views this
headroom as reasonable, given the bank's robust profitability. In
addition, regulatory capital ratios may receive a 170bp boost in
September due to the relaxation of risk-weights for unsecured
retail loans generated prior to September 2019 as a part of the
Central Bank of Russia's (CBR) package to support the banking
sector.

Tinkoff is predominantly funded by granular deposits (84% of
liabilities at end-1H20), mostly attracted from retail clients (90%
of the total). These have proven to be stable through the cycle.
Tinkoff demonstrated healthy 15% growth of its customer funding
base in 1H20, which combined with quite limited new lending
additionally underpinned its sound liquidity buffer. Cash,
securities and interbank placements covered over 50% of the bank's
total liabilities at end-1H20.

SEIOR UNSECURED AND SUBORDINATED DEBT RATINGS

Tinkoff's senior unsecured debt is rated in line with the bank's
Long-Term Local Currency IDR, reflecting Fitch's view of average
recovery prospects, in case of default.

Tinkoff's perpetual additional Tier 1 notes are rated 'B-', four
notches below the bank's VR. The notching reflects (i) higher loss
severity relative to senior unsecured creditors; and (ii)
non-performance risk due to the option to cancel coupon payments at
Tinkoff's discretion. The latter is more likely if capital ratios
fall in the capital buffer zone, although this risk is reasonably
mitigated by Tinkoff's stable financial profile and general policy
of maintaining decent headroom over minimum capital ratios.

SUPPORT RATING AND SUPPORT RATING FLOOR

Tinkoff's Support Rating (SR) of '5' and Support Rating Floor (SRF)
of 'No Floor' reflect Fitch's view that support from either the
bank's private shareholders or the Russian authorities, although
possible, could not be relied upon in all circumstances due to the
bank's small overall market share and lack of systemic importance.

RATING SENSITIVITIES

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

An upgrade of Tinkoff's ratings could result from (i) further
business diversification, if this results in reduced reliance of
Tinkoff's performance on volatile unsecured retail lending; and
(ii) an extended record of stable trends in loan quality and strong
capital/liquidity buffers.

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

Tinkoff's ratings may be downgraded if loan impairment charges
increase significantly above its expectations, resulting in
considerable net losses and capital pressure.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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


VOZROZHDENIE BANK: Moody's Alters Outlook on Ba1 Rating to Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 long-term local and
foreign currency deposit ratings of Vozrozhdenie Bank and changed
the outlook on these ratings, as well as the bank's issuer outlook,
to stable from positive. The rating agency also affirmed the bank's
Baseline Credit Assessment (BCA) of b2, its Adjusted BCA of b1, its
long-term Counterparty Risk (CR) Assessment of Ba1(cr) and its
long-term local and foreign currency Counterparty Risk Ratings
(CRRs) of Ba1. The bank's Not Prime short-term deposit ratings and
short-term CRR and its Not Prime(cr) short-term CR Assessment were
affirmed as well.

The affirmation of Vozrozhdenie Bank's ratings reflects Moody's
expectations that over the next 12 months Vozrozhdenie Bank's
credit profile will remain closely linked to that of its parent,
with the likely deterioration of Vozrozhdenie Bank's asset quality
and profitability metrics and the expected weakening of its
franchise being offset by access to capital and liquidity support
from the group. The change of outlook to stable from positive
reflects Moody's expectations that Vozrozhdenie Bank will not merge
with a higher-rated entity within the next 12 months.

RATINGS RATIONALE

Bank VTB, PJSC's (Bank VTB) plans regarding the integration of its
banking subsidiaries in Russia remain unchanged, and these include
a merger of Vozrozhdenie Bank into a VTB Group entity within the
next 12 months. Given that Moody's no longer expects that
Vozrozhdenie Bank will merge with a higher-rated entity within the
next 12 months, the rating agency has changed the outlook on
Vozrozhdenie Bank's ratings to stable from positive.

Vozrozhdenie Bank's b2 BCA remains constrained by its high level of
problem loans, modest capital adequacy, and weakened profitability,
as a result of a gradual transfer of customers to the parent bank
and the associated decline in business volumes. Moody's expects
these negative trends in asset quality and profitability to
continue over the next twelve months, but the bank's capital
position will strengthen as a result of the planned asset
contraction. At the same time, the bank benefits from its strong
liquidity and funding and access to capital support from Bank VTB,
in case of need.

VERY HIGH AFFILIATE SUPPORT

Vozrozhdenie Bank's Adjusted BCA of b1 benefits from one notch of
uplift above its b2 BCA, given Moody's assessment of a very high
probability of affiliate support from the bank's parent, Bank VTB.
This assessment reflects the parent's 100% ownership and control of
the bank, as well as Bank VTB's plans regarding the integration of
its banking subsidiaries in Russia.

VERY HIGH GOVERNMENT SUPPORT

Additional three notches of uplift within Vozrozhdenie Bank's Ba1
deposit ratings above its b1 Adjusted BCA result from Moody's view
of a very high probability of support from the Government of Russia
(Baa3 stable). This assessment reflects Moody's expectations that
being a member of the state-owned VTB Group will likely make
Vozrozhdenie Bank eligible for state support in case of need.

STABLE OUTLOOK

The outlook on Vozrozhdenie Bank's deposit ratings was changed to
stable from positive and is now in line with the outlook on its
parent, Bank VTB. This reflects Moody's expectations that over the
next 12 months Vozrozhdenie Bank will not merge with a higher-rated
entity, as previously anticipated, but its credit profile will
remain closely linked to that of its parent, with the likely
deterioration of Vozrozhdenie Bank's asset quality and
profitability metrics and the expected weakening of its franchise
being offset by access to capital and liquidity support from the
group.

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

Vozrozhdenie Bank's ratings will be upgraded if the bank is merged
with a higher-rated entity, however, Moody's doesn't expect such
merger to take place in the next 12-18 months.

Vozrozhdenie Bank's deposit ratings would be downgraded following a
downgrade of Bank VTB's ratings. Also, Vozrozhdenie Bank's BCA
could be downgraded if the bank's solvency or liquidity profile
worsens beyond Moody's current expectation.

LIST OF AFFECTED RATINGS

Issuer: Vozrozhdenie Bank

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed b1

Baseline Credit Assessment, Affirmed b2

Short-term Counterparty Risk Assessment, Affirmed NP (cr)

Long-term Counterparty Risk Assessment, Affirmed Ba1(cr)

Short-term Counterparty Risk Rating, Affirmed NP

Long-term Counterparty Risk Rating, Affirmed Ba1

Short-term Bank Deposits, Affirmed NP

Long-term Bank Deposits, Affirmed Ba1, Outlook Changed to Stable
from Positive

Outlook Actions:

Outlook, Changed to Stable from Positive

PRINCIPAL METHODOLOGY

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



=========
S P A I N
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AYT KUTXA HIPOTECARIO I: Fitch Affirms 'BB+' Rating on C Debt
-------------------------------------------------------------
Fitch Ratings has affirmed two Ayt Kutxa Hipotecario Spanish RMBS
transactions and removed two tranches from Rating Watch Negative
(RWN).

RATING ACTIONS

AyT Kutxa Hipotecario I, FTA

Class A ES0370153001; LT AA+sf Affirmed; previously at AA+sf

Class B ES0370153019; LT A+sf Affirmed; previously at A+sf

Class C ES0370153027; LT BB+sf Affirmed; previously at BB+sf

AyT Kutxa Hipotecario II, FTA

Class A ES0370154009; LT AAAsf Affirmed; previously at AAAsf

Class B ES0370154017; LT Asf Affirmed; previously at Asf

Class C ES0370154025; LT B-sf Affirmed; previously at B-sf

TRANSACTION SUMMARY

The transactions are static securitisations of Spanish residential
mortgages originated and serviced by KutxaBank (BBB+/Negative/F2).

KEY RATING DRIVERS

COVID-19 Additional Stresses Assumptions

In its analysis of the transactions, Fitch has applied additional
stress scenario analysis in conjunction with its European RMBS
Rating Criteria in response to the coronavirus outbreak and the
recent legislative developments in Catalonia.

As outlined in "Fitch Ratings Coronavirus Scenarios: Baseline and
Downside Cases -- Update", Fitch also considers a downside
coronavirus scenario for sensitivity purposes whereby a more severe
and prolonged period of stress is assumed. Under this scenario,
Fitch's analysis accommodates a further 15% increase to the
portfolio weighted average foreclosure frequency (WAFF) and a 15%
decrease to the WA recovery rates (WARR). See Ratings Sensitivity.

Expected Asset Performance Deterioration

Fitch anticipates a generalised weakening in Spanish borrowers'
ability to keep up with mortgage payments linked to a spike in
unemployment and vulnerability for self-employed borrowers. As a
result, performance indicators such as the levels of arrears
(currently at 0.3% and 0.6% excluding defaulted assets for AyT
Kutxa Hipotecario I and AyT Kutxa Hipotecario II, respectively)
could increase in the coming months. Fitch applied an adjustment of
a 10% increase in WAFF to account for a potential deterioration in
the arrears profile of these transactions.

Off RWN

The affirmation and removal from RWN of AyT Kutxa Hipotecario II's
class A and C notes reflects its view that liquidity protection is
sufficient to mitigate the effects of payment holidays offered to
vulnerable borrowers. The rating actions also reflect credit
enhancement (CE) ratios sufficient to mitigate the risks associated
with the COVID-19 crisis following its sensitivity analysis. AyT
Kutxa Hipotecario I class A and B notes have been affirmed but
Fitch has assigned them Negative Outlooks. The Negative Outlooks
reflect a vulnerability to worsening performance due to the
pandemic, which could lead to downgrades.

Low Take-up Rates on Payment Holidays

Fitch does not expect the COVID-19 emergency support measures
introduced by the Spanish government for vulnerable borrowers to
negatively impact the SPVs' liquidity positions, given the low
take-up rate of payment holidays in the transactions. These range
between 1.8% and 2.5% of the portfolio balance as of July 2020
(versus the Spanish national average of around 9%).

Portfolio Adjustment Factor Floor

AyT Kutxa Hipotecario I demonstrate strong performance, as measured
by a low historical default rate. In Fitch's analysis, the
calculated performance adjustment factor is below the applicable
floor and as a result the floor is used to derive the pool WAFF. In
AyT Kutxa Hipotecario I the conditions set out in Fitch's criteria
are met to apply a floor of 50%. By comparison in AyT Kutxa
Hipotecario II the indexed CLTV of the pool remains above 50%,
leading to a higher floor of 70% being applied.

Regional Concentration

The portfolios are highly exposed to the Basque Country region.
Within Fitch's credit analysis, and to address regional
concentration risk, higher rating multiples are applied to the base
foreclosure frequency assumption to the portion of the portfolios
that exceeds 2.5x the population within these regions in line with
Fitch's European RMBS Rating Criteria.

RATING SENSITIVITIES

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

Increase in CE ratios as the transactions deleverage, able to fully
compensate the credit losses and cash flow stresses commensurate
with higher rating scenarios, all else being equal. Fitch tested an
additional rating sensitivity scenario by applying a decrease in
the WAFF of 15% and an increase in the WARR of 15%. Under this
scenario, the rating for the most junior notes in AyT Kutxa
Hipotecario I could be upgraded by up to five notches and the most
junior notes in AyT Kutxa Hipotecario II could be upgraded by up to
three notches.

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

A longer-than-expected coronavirus crisis that erodes macroeconomic
fundamentals and the mortgage market in Spain beyond Fitch's
current base case. CE ratios unable to fully compensate the credit
losses and cash flow stresses associated with the current ratings
scenarios, all else being equal. To approximate this scenario, a
rating sensitivity has been conducted by increasing default rates
by 15% and reducing recovery expectations by 15%, which would imply
downgrades of between one and two categories for most of the
notes.

A downgrade of Spain's Long-Term Issuer Default Rating, which could
decrease the maximum achievable rating for Spanish structured
finance transactions below the current 'AAAsf' rating. This is in
connection with AyT Kutxa Hipotecario II's senior notes rated
'AAAsf' and in line with Fitch's Structured Finance and Covered
Bonds Country Risk Rating Criteria.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. Fitch has not reviewed the results of
any third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring. Fitch did not undertake a review of the information
provided about the underlying asset pool ahead of the transactions'
initial closing. The subsequent performance of the transactions
over the years is consistent with the agency's expectations given
the operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable. Overall, Fitch's assessment of the
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.

ESG CONSIDERATIONS

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


BOLUDA TOWAGE: Fitch Alters Outlook on 'BB' LT IDR to Negative
--------------------------------------------------------------
Fitch Ratings has revised the Outlook on Boluda Towage, S.L.'s
Issuer Default Rating (IDR) and EUR890 million senior secured Term
Loan B (TLB) to Negative from Stable. Fitch has also affirmed
Boluda's IDR and TLB ratings at 'BB'.

The rating actions reflect its expectation that Boluda's credit
profile and metrics will be affected by a severe demand shock
related to the coronavirus pandemic with limited visibility on the
recovery path. There are no near-term refinancing needs as the
single bullet debt is due in 2026 and the company has some
financial flexibility to partially offset the expected short-term
revenue shortfall.

Fitch assumes the 2020 shock to be progressively recovered by 2023
in terms of revenues but if the severity and duration of the
outbreak is longer than expected, Fitch will revise the rating case
accordingly.

RATING RATIONALE

The rating considers the group's relatively high leverage profile,
its single bullet debt structure and the stable cash flow
generation resulting from a geographically diversified portfolio of
operations with a solid presence in some markets where it is the
sole operator (about 80% of consolidated EBITDA).

The acquisition of Kotug-Smit Towage (KST) has further strengthened
Boluda's international diversification. However, it could also
increase the historically moderate cash flow volatility, as KST
operates in large northern European ports with material exposure to
competition.

In its view, the limited visibility of KST's cash flow stability
and its exposure to competition weighs on the group's credit
profile, although the size of Boluda's operations compared with
KST's (about 20% of consolidated EBITDA) and the group's ability to
sign contracts with a diversified customer base, mitigate these
risks.

The bullet debt structure is unhedged and entails refinancing risk
at maturity, especially if Boluda's competitive environment
deteriorates and licences or concessions are not renewed. However,
the issuer has a track record of extending existing licences and it
owns the vessels, meaning that it could find new markets if
concessions were not extended.

Boluda's liquidity position is comfortable through 2020 and 2021 to
offset the expected short-term revenue shortfall, and Fitch expects
the group cash flow to remain positive in its Fitch Rating Case.

The outbreak of coronavirus and related government containment
measures worldwide create an uncertain global environment for the
transportation sector. Boluda's most recently available performance
data has indicated impairment. Material changes in revenue and cost
profile are occurring across the transportation sector and will
continue to evolve as economic activity and government restrictions
respond to the situation.

Fitch's ratings are forward-looking, and Fitch will monitor
developments in the sector for their severity and duration, and
incorporate revised base and rating case qualitative and
quantitative inputs based on expectations for performance and
assessment of key risks.

KEY RATING DRIVERS

Good Operating Track Record - Operation Risk: Midrange

Boluda is a family-owned business that provides tug services under
concessions (about 20% of EBITDA) and licences (about 80% of
EBITDA) with port authorities. Boluda operates 288 tugboats
following the KST acquisition, and has a strong record in
operations with a history of licence renewals. Fitch sees more
uncertainties in concession renewals and assumed in its rating case
that concessions expiring in 2020-2023 will not be renewed. Boluda
has a dominant position in markets where it operates, which gives
it the opportunity for operational efficiencies.

Costs mainly comprise personnel (about 50% of total costs) with
some flexibility to be reduced if needed as 25% of staff are hired
on a temporary basis. The operating environment is challenging, as
the towage business is structurally exposed to operational risk
such as potential accidents in daily operations, although the
company has insurance to manage this risk.

Diversified and resilient volumes - Volume Risk: Stronger

The company is well diversified by geographical footprint and cargo
mix. It operates in 15 countries and 64 ports. Boluda acts mainly
as sole operator in its traditional markets, but since the KST
acquisition it has increased its exposure to more competitive
northern European markets. Fitch expects volume performance to be
more stable in markets where Boluda acts as sole operator (about
80% of EBITDA) than in markets with competition (about 20% of
EBITDA).

Revenue growth has been strong since 2008 with a peak to trough
close to 8% for Spain, France, Africa and Mexico (on a
like-for-like basis), thanks to geographical diversification, and
the fact that the company is sole operator in most of the ports.
This volume data excludes KST and Germany, as the 2008-2018
historical volumes are not available.

The main threats for Boluda are the implementation of measures to
facilitate competition in markets where it acts as sole operator,
or further consolidation in the towage services industry, which may
attract large competitors with the financial resources to make the
required investments to operate in bigger ports where Boluda acts
as sole operator. However, competition in the group's historical
markets is still limited, with the recent exception of Las Palmas,
which is a small port accounting for around 2% of group revenue.

Limited Flexibility on Tariffs - Price Risk: Midrange

Boluda has limited pricing flexibility, as the pricing of its
services is capped under the licences or concession agreements, and
because of competition in some ports, which depresses prices there.
Boluda signs global agreements with most of its clients that
include discounts on tariffs, to favour the use of its services in
ports where it faces competition.

About 45% of revenue comes from global agreements that include
discounts (excluding KST), and the average discount differs by
client and type of contract. This gives Boluda some flexibility, as
it might be able to renegotiate the terms of the contract if the
tariff is significantly reduced, or renegotiate the discount in the
next contract renewal. It intends to increase the percentage of
revenues from global contracts to protect its position as sole
operator in some ports, but this could have a negative effect on
pricing, as in Spain over the last five years.

Recently Renovated Fleet - Infrastructure Development and Renewal:
Stronger

The company has significant capex flexibility, as demonstrated by
the postponement of tug boat acquisitions during the global
financial crisis. It is now catching up the capex underexpenditure,
and has made a significant investment in new tug boats, both for
renovating the fleet and for organic growth.

Capex is self-funded, and includes acquisition of new vessels in
2019-2021. Part of the 2020 plan has been postponed to 2021 due to
the pandemic. The plan includes the acquisition of some tugboats
that are now leased, which means that all tugboats operated by
Boluda will be fully owned.

Fitch expects capex to be lower from 2022 given the well maintained
and modern fleet (average life of 15 years, with total useful life
of around 50 years), factoring in some growth capex in Mexico. The
main focus for Boluda will be on integrating KST's operations.

The company has a detailed plan for dry-docking, which is based on
its own experience, and ensures adequate conditions of the fleet.
It is exposed to extraordinary dry-docking, but Fitch believes this
risk is manageable given the size of the fleet. Boluda complies
with current environmental requirements as it has already invested
in adapting its fleet to comply with environmental standards on CO2
and sulphur emissions.

Refinancing and Interest Rate Risk - Debt Structure: Weaker

The rated debt is secured and ranks senior but is fully exposed to
interest rate risk. The significant exposure to the refinancing of
the bullet structure weighs on its assessment. The covenant package
is looser than in a traditional project finance debt structure.
There is no financial default covenant, and the structure only
benefits from a springing leverage financial covenant for the
benefit and protection of revolving credit facility (RCF) lenders.

Boluda has some flexibility regarding additional financial
indebtedness, as it could increase leverage (net debt to EBITDA as
calculated under the finance documentation) 1x above the ratio at
closing, with a basket of other permitted financial indebtedness.
The excess cash flow sweep and the lock-up features are present but
also less protective than in a traditional project finance
structure, weakening the ring fencing.

Boluda Corporacion Maritima, the parent, has no financial debt of
its own except a small number of financial leases that are broadly
covered without relying on Boluda Towage dividends. If this
changes, Fitch might revisit its approach and include the parent in
the rated perimeter. Fitch would expect Boluda as a family-owned
business to take a conservative approach in extracting value from
the ring-fenced perimeter.

The current weighted average concession life of 10 years will
reduce to around six years at refinancing, with one concession
maturing in 2020, which is already factored in its Fitch Rating
Case (FRC). However, the key mitigants are that the company owns
the tugboats and will find new markets to provide their services if
they fail to renew the concessions, and the limited percentage of
EBITDA coming from concessions. However, if Boluda were to find new
markets, the profitability and quality of the business profile
might be affected, as proved by Boluda's entry into Germany in
2017.

Financial Profile

Under the updated FRC, after the 2020 shock Boluda's gross leverage
returns to within its current rating sensitivity by 2023,
indicating only a temporary impairment of its credit profile. Fitch
is closely monitoring developments in the sector as the group's
operating environment has substantially worsened and Fitch will
revise the FRC if the severity and duration of the coronavirus
outbreak is longer than expected.

PEER GROUP

Fitch has compared Boluda to EP BCo S.A. (Euroports; BB-/Negative),
Global Port Investments Plc (GPI; BB+/Stable) and Mersin
Uluslararasi Liman Isletmeciligi A.S. (senior unsecured debt
BB-/Negative).

Euroports has a similar debt structure to Boluda, common for
leveraged finance transactions, with weak structural features, but
Boluda benefits from better geographic and cargo diversification
and stronger resilience in its historical volumes, resulting in the
higher rating. Boluda's operating leverage is also lower than
Euroports'.

GPI is rated one notch above Boluda. The latter has greater
geographical diversification and higher volume resilience but GPI
has much lower leverage, which justifies the one-notch difference.

Mersin has lower leverage of around 3.3x in the next five years.
Mersin's debt rating is capped by the Turkish Country Ceiling.

RATING SENSITIVITIES

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

  - Quicker than assumed recovery from the coronavirus shock
supporting the credit metrics' recovery may result in a revision of
the Outlook to Stable.

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

  - Gross debt to EBITDAR above 6.0x on a sustained basis.

  - Worsening of the company's business risk profile, such as
technological developments that may reduce the need for tug
services.

  - Failure to find new markets if major concessions or licenses
are not renewed.

TRANSACTION SUMMARY

Boluda contracted the TLB to refinance its financial debt and fund
KST's acquisition.

Boluda acquired KST at the end of July 2019 for about EUR300
million. KST provides towage services in 11 European ports (in
Germany, The Netherlands, Belgium and the UK). The ports where KST
is present account for 72% and 100% of total port activity in
Netherlands and Belgium, respectively.

Boluda is therefore reorganising its corporate structure, including
the acquisition of some businesses owned by different members of
the family, and has refinanced the existing debt at the main
operating company. Its analysis and rating reflect the new
perimeter of Boluda Towage, S.L.

CREDIT UPDATE

Coronavirus Affecting Demand

The rapid spread of coronavirus is leading to an unprecedented
impact on cargo mobility. Volume contraction in 1H20 has been 9% on
tug moves compared to 1H19 and revenues have declined by 10%
compared to the previous year. The impact of the pandemic was only
felt from 2Q20 at different levels in all the regions.

Fitch has updated its forecast to account for a one-year delay in
the expected recovery compared to its previous forecast. Tug boats
volume decreased by about 20% on average during the peak lockdown
months of April and May. Since then, operations have started to
recover in all regions. This compares with Fitch's assumption of
15% decline on a full-year basis for average tug moves and full
recovery to 2019 volumes only in 2023.

Fitch Cases

Fitch's 2020 rating case reflects its conservative assumptions
relative to tug moves and traffic recovery. Under its rating case,
Fitch expects tug moves in 2020 to be 15% below 2019 levels. Fitch
expects traffic to gradually recover to 2019 levels by 2023.

Fitch now forecasts average gross debt to EBITDAR between 2021 and
2024 at around 6.0x with a maximum of 8.4x at end-2020.

Fitch Sensitivity Case

The Fitch sensitivity case is similar to the FRC except that Fitch
assumes a one-year delay in recovery, which then occurs in in 2024,
and 10% higher fuel costs compared to FRC. Other assumptions are
broadly unchanged from the FRC. This sensitivity results in
leverage below its 6.0x trigger only by 2024.

Solid Liquidity

Boluda has sufficient liquidity to cover its financial needs
despite the significant shock in 2020. At the end of August, Boluda
had about EUR53 million in cash and EUR70 million undrawn RCF.
Given the bullet nature of the debt, there are no refinancing needs
until 2026. The company expects to repay the funds drawn under the
RCF (EUR19.5 million) by 2021.

Mitigants and Protective Measures

Boluda has some flexibility to partially offset the impact of the
expected significant revenue shortfall. In its revised FRC, Fitch
assumes a reduction on variable opex given lower volumes reflecting
capacity to reallocate fleet and cancellation of charters and
furloughs. Fitch has also updated its expectations on fuel costs,
which are now lower than previously expected.

Fitch gives credit to 50% of the operational synergies that Boluda
expects to achieve from the integration of KST into the group.
Fitch has also assumed a deferral of planned capex in 2020 in line
with company's expectations and recovery in 2021. Fitch is not
expecting any dividend distributions in 2020 and 2021.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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


EL CORTE INGLES: Moody's Rates New Senior Unsecured Notes 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
guaranteed senior unsecured notes to be issued by El Corte Ingles,
S.A., the Spanish department-store chain. The proceeds of the
notes, expected to be EUR400 million, will be used for general
corporate purposes including the refinancing of existing debt. The
proposed notes will rank equal to ECI's existing senior unsecured
notes.

The company's Ba1 corporate family rating (CFR) and Ba1-PD
probability of default rating (PDR) remain unchanged. The Ba1
rating on ECI's existing senior unsecured notes is also unchanged.
The outlook on the ratings is negative.

RATINGS RATIONALE

The Ba1 rating assigned on the proposed notes in line with ECI's
Ba1 CFR reflects a capital structure that comprise senior unsecured
bonds and senior unsecured bank debt ranking pari passu.

ECI's proposed issuance improves the company's adequate liquidity
in the short term and could be used to refinance part of the
company's EUR600 million senior unsecured notes due 2022. With EUR
685 million cash available at the end of August, EUR1.5 billion
available under the revolving credit facility and the proposed bond
issuance, ECI has an adequate liquidity buffer to face the
uncertain trading conditions in the next 12 to 18 months. Moody's
base case assumes a rollover of commercial paper programs. However,
a sudden termination of ECI's short-term financing programs would
require a significant use of the revolving credit facility and
deteriorate the company's liquidity buffer.

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, and (4) the risks and challenges posed
by increasing online penetration rates and competition from pure
e-commerce specialists.

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

Despite improving retail trading conditions since the end of the
coronavirus lockdown in Spain from June 2020, Moody's believes that
there is a high uncertainty around the sanitary, macroeconomic and
retail trading environment in Spain in the next 12 months. While
Moody's base case assumes a continued gradual recovery of ECI's
sales in Q3 and Q4 2020, a new lockdown, a decrease in consumer
confidence or restrictive social distancing measures in Spain are
key downside risks to its base case.

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.

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

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 this rating 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.

Founded in 1935 by Ramon Areces, ECI remains privately owned and
controlled by the founder's descendants. Its current main
shareholders are the Ramon Areces Foundation, Cartera de Valores
IASA and PrimeFin, S.A.


LHC3 PLC: Fitch Affirms 'BB-' LongTerm Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has revised Allfunds Bank S.A.'s (AFB) Outlook to
Stable from Negative, while affirming the bank's Long-Term Issuer
Default Rating (IDR) at 'BBB+' and Viability Rating (VR) at 'bbb+'.
Fitch has also affirmed LHC3 Plc's Long-Term IDR and its senior
secured payment-in-kind (PIK) toggle notes at 'BB-'. The Outlook on
LHC3's Long-Term IDR is Stable.

The rating actions factor in the expected impact from the strategic
agreement of AFB with BNP Paribas to integrate part of BNP Paribas
Securities Services into AFB, including the management of
distribution contracts of third-party investment funds, the Banca
Corrispondente business in Italy and dealing and execution
services. The closing is expected in October 2020 and BNP Paribas
will receive a stake of 22.5% in AFB. The bank will continue to
operate independently, with majority ownership held by Hellman &
Friedman (H&F) and GIC (about 64% upon completion of the
transaction).

The Outlook revision to Stable reflects its expectation that the
contribution from recently acquired businesses will compensate for
any deterioration in earnings in case of renewed market volatility
and pressure on market valuations of financial assets. At the same
time, Fitch expects any execution risk stemming from integrating
BNP Paribas business to be mitigated by how such integration is
conducted as well as the track record of ABF's risk control
framework to absorb higher business volumes as shown in recent
acquisitions.

KEY RATING DRIVERS

AFB

IDRS AND VR

AFB's ratings reflect its strong and growing franchise in the open
architecture fund distribution business in Europe, sustained low
risk appetite and satisfactory profitability, but a concentrated
business model and relatively small equity base in absolute terms.

The strategic agreement with BNP Paribas will strengthen AFB's
franchise further, particularly in Germany and France, and increase
its scale and operational leverage, which should help contrast
margin pressures. Given the large size of the acquisition and the
businesses to be transferred, execution risks are relevant,
although they should be mitigated by the fact that BNP Paribas will
continue providing support as a strategic stakeholder. Also, AFB
has successfully absorbed large business volumes in the past
without materially increasing operational risks, as reflected in
the integration of the open architecture business-to-business
investment fund platform of Credit Suisse AG (Credit Suisse
InvestLab, CSIL) during the last year.

The negative performance of financial markets affected the
evolution of AFB's assets under administration (AuA) in early 2020.
However, at end-August 2020, business volumes had already recovered
to above end-2019 levels (+1% ytd, excluding impact of
acquisitions) driven by new clients, organic inflows and some
recovery in capital markets in 2Q20.

AFB's operating profitability remained resilient in 1H20 supported
by the contribution from CSIL, although business growth was lower
than expected. Following the strategic agreement with BNP Paribas,
the bank will benefit from higher business volumes and synergies
derived from cost savings and potentially cross-selling
opportunities from dealing and execution services. In its
assessment of profitability, Fitch also factors in the increasing,
albeit still small, contribution of complementary businesses that
AFB is developing to reduce earnings sensitivity to market
volatility, such as digital solutions and market intelligence
services.

Restructuring costs from integrations and AFB's organic business
growth plan will continue pressuring operating expenses in the
medium term, despite the management's efforts to contain the bank's
cost base. However, AFB will benefit from a larger scale and
strengthened operating leverage that will allow it to escalate its
business at a low marginal cost.

Operational risks derived from system failures are an inherent part
of AFB's business, but are effectively managed, in its view.
Recently strengthened systems and risk controls and a highly
regulated environment minimise these risks. The bank has coped with
periods of market volatility in the past without suffering
significant operational losses. AFB has also successfully adapted
its systems and operations following the lockdown in Europe,
reinforcing its system capacity.

Credit risks are low stemming from short-term client settlements,
but adequately managed. Liquidity is abundant, as assets are mostly
represented by short-term bank placements with highly rated banks.

AFB is regulated as a bank and has the commitment with the Bank of
Spain to maintaining a minimum common equity Tier 1 (CET1) ratio of
17.5% at all times. The bank's CET1 ratio was 25.9% at end-June
2020, including profit for the period and ahead of the closing of
the agreement with BNP Paribas. In its assessment of
capitalisation, Fitch also considers the bank's small total equity
base against its high exposure to operational risk.

SUPPORT RATING (SR) AND SUPPORT RATING FLOOR (SRF)

AFB's SR of '5' and SRF of 'No Floor' reflect Fitch's belief that
senior creditors of the bank can no longer rely on receiving full
extraordinary support from the sovereign if the bank becomes
non-viable. The EU's Bank Recovery and Resolution Directive and the
Single Resolution Mechanism for eurozone banks provide a framework
for resolving banks that is likely to require senior creditors to
participate in losses, instead of or ahead of a bank receiving
sovereign support.

LHC3

IDR AND SECURED NOTE

LHC3 is the holding company set up by H&F and GIC, Singapore's
sovereign wealth fund, to buy AFB, which is its only significant
asset. LHC3 funds the shares in AFB partly through a EUR575 million
senior bond due on 2024, which is its main reference liability for
rating purposes.

LHC3's Long-Term IDR is primarily driven by the structural
subordination of its creditors to those of AFB, its reliance on
funds being up-streamed from AFB to service its debt and a
relatively high cash-flow leverage. The rating also considers
LHC3's standalone liquidity management and its expectation that net
cash-flow leverage will reduce over the life of the bond. In its
view, the suspension of dividend distributions at AFB, following
recommendations by the European Central Bank, should be only
temporary and does not affect its assessment of LHC3's capacity to
continue paying coupons in cash.

Its assessment of standalone liquidity management remains
commensurate with current rating levels, considering that interest
coverage is supported by the availability of a sufficiently sized
revolving credit facility and its view that dividends up streamed
from AFB are reasonably predictable.

LHC3's net leverage (measured as net debt/12-month EBITDA,
including restructuring costs) was relatively high at 4.7x at
end-June 2020, resulting in a weak 'bb' assessment. However, Fitch
expects it to improve to more manageable levels in the medium term
driven by an improvement in AFB's profitability and LHC3's
commitment to retain a proportion of up-streamed dividends. Also,
Fitch estimates that AFB's capacity to upstream dividends to LHC3
could be reinforced should the agreement with BNP Paribas be
successfully executed and despite the resulting reduction of LHC3's
stake in AFB (down to about 64% from 82%).

There are no cross-guarantees of debt between LHC3 and AFB. In
Fitch's view, debt issued by LHC3 is sufficiently isolated from AFB
so that the failure to service it, all else being equal, may have
limited implications for AFB's creditworthiness.

RATING SENSITIVITIES

AFB

IDRS AND VR

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

Upward rating potential for AFB is currently constrained by its
company profile and relatively small equity size. A positive rating
action would require a larger scale and greater business
diversification so that the bank could reduce its sensitivity to
margin pressures and market volatility.

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

Downward rating pressure could arise from material erosion in AFB's
AuA volumes or margins leading to a substantial decrease in
earnings. An increase in the bank's risk appetite, departure of key
senior managers, large operational losses or higher than-expected
execution risks from the agreement with BNPP Paribas could also
adversely affect the ratings, although Fitch does not currently
expect that.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support AFB. Although not impossible, this is highly unlikely, in
Fitch's view.

LHC3

IDR AND SECURED NOTE

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

An upgrade of LHC3's ratings would require an improvement of the
current leverage ratios driven by strengthened AFB's capacity to
distribute dividends or a lower net debt, including through higher
cash balances retained at LHC3's level.

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

Downward pressure on LHC3's ratings would arise from a significant
depletion of liquidity within LHC3 structurally affecting its
ability to service its debt obligations. This would most likely be
prompted by a material fall in earnings at AFB restricting its
capacity to upstream dividends to the holding. LHC3's ratings are
highly sensitive to the stability and predictability of dividends
being up-streamed from AFB, but a change in AFB's ratings would not
necessarily translate into immediate or symmetrical changes in
LHC3's ratings.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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




===========
T U R K E Y
===========

RONESANS GAYRIMENKUL: Moody's Cuts $300MM Unsec. Notes to 'B3'
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
(CFR) of Ronesans Gayrimenkul Yatirim A.S. (RGY), one of the
largest retails focused commercial property companies in Turkey. At
the same time, Moody's has downgraded to B3 from B2 RGY's USD300
million senior unsecured notes due 2023. The rating outlook is
negative.

RATINGS RATIONALE

The downgrade of the senior unsecured notes to B3 reflects the
growing structural subordination to a significant amount of secured
debt and heightened risk to external vulnerabilities which has
resulted in a deterioration of its credit metrics. The impact of
Covid-19 induced lockdowns and the depreciation of the Lira against
the Euro (27% year to 29 September 2020) has weakened RGY's credit
profile beyond Moody's expectations. Moody's adjusted net debt /
EBITDA has increased to 18.6x as of June 30, 2020 from 12.8x as
December 30, 2019 and the fixed charge cover (adjusted EBITDA /
interest expense) has reduced to 1.3x from 1.6x, over the same
period. Although these credit metrics will improve towards 12x and
1.5x, respectively by 2021, they remain susceptible to further
depreciation of the Lira or another temporary closure of its
shopping centres, to which RGY has limited operational flexibility
to respond. Positively, RGY sizable cash balance of EUR136 million,
provides some liquidity buffer over the next 12 months. In
addition, RGY has short term forward hedges which will to a degree
reduce the currency risk over the next 12 months. However, exposure
to longer term currency risks remain because of the structural
mismatch between the foreign currency debt (92% of total debt) and
Turkish lira rental income.

Government imposed lockdowns caused by the Covid-19 pandemic has
had a negative impact on real estate companies globally,
specifically for shopping centre operators. In Turkey, shopping
centres were closed from March 20, to May 30, 2020 during which RGY
did not charge rent, leading to a sharp decline in cash flows
during the second quarter of 2020. Since reopening in June,
footfall and tenant turnover have rebounded and while RGY has
maintained its high occupancy rates at round 95%, it is at the
expense of offering discounts on rents. Moody's expects management
to gradually remove the discounts by the fourth quarter of 2020 as
tenant turnovers return to normal.

The B2 CFR reflects the dominant secured debt class in the capital
structure, equating to 74% of the total outstanding debt. It
further factors the high-quality and largely encumbered retail
property portfolio in prime locations with good access to public
transport across Turkey; cash flow from contractual rental income,
underpinned by a diversified tenant base with a long weighted
average lease expiry profile of 6.7 years; a track record of high
occupancy rates; limited tenant concentration; and no development
risk. At the same time the rating factors RGY's predominant
exposure to the retail sector; limited number of properties and
geographic concentration in Turkey which is facing difficult
macro-economic conditions, exacerbated by the Covid-19 pandemic
during the first half of 2020.

The B3 rating on the notes is one notch below the CFR, reflecting
their unsecured position relative to the significant amount of
secured debt in the capital structure as well as the decline of the
unencumbered asset cover, measured as unencumbered assets to
unsecured debt, which has reduced to 1.64x from 2.67x, over the
past two years. Unencumbered asset comprises mostly of land,
offices and two retail shopping centres, with the remaining 10
shopping centres encumbered.

RGY's liquidity profile is adequate for the next 18 months
underpinned by cash balances equivalent to EUR136 million, of which
EUR129 million is held in Euro. Moody's expects the company to
generate positive free cash flows in 2021 supported by very limited
capital expenditures and no requirement to pay dividends. However,
the company has a sizeable amount of debt coming due in 2021 of
EUR293 million and 2022 of EUR205 million equivalent. Moody's
understand that RGY has made some progress toward refinancing some
of the debt due in 2021, notably its EUR89 million debt secured by
Optimum Adana. Also, the refinancing risk on the EUR109 million of
joint venture debt maturing in the fourth quarter of 2021 should be
manageable because of the high-quality assets securing the debt and
strong partner, Government of Singapore Investment Corporation
(GIC).

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects Moody's view that the very high
leverage and low interest coverage make the company vulnerable to a
slower than expected recovery of the economy in Turkey, further
depreciation of the lira or another temporary closure of shopping
mall.

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

The corporate family rating of B2 is at the same level of Turkey's
foreign currency ceiling as well as sovereign ratings of B2.
Therefore, any upgrade is contingent upon an upgrade of these
ratings. RGY's rating could be upgraded under a more stable
macro-economic environment including restoring a more sustainable
currency match between rental income and liabilities. A rating
upgrade is also contingent upon an adequate liquidity coupled with
improving credit metrics with adjusted total debt/gross assets
below 45%, adjusted net debt/EBITDA below 9x and a fixed-charge
cover sustainably above 2.0x.

RGY's rating could be downgraded if liquidity becomes inadequate or
if the fixed-charge coverage is sustainably below 1.5x and net debt
/EBITDA does not trend towards 12x as a result of, among other
things, greater weakness of the lira against the Euro or weak
rental growth.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Ronesans Gayrimenkul Yatirim A.S. (RGY) is one of the largest
retails focused commercial property owner and manager in Turkey
with a total portfolio value of EUR2.2 billion (stake adjusted for
JV's). The property portfolio comprises of 12 dominant shopping
centers of which three are a 50/50 joint venture with GIC; and 4
offices. It also has 10 land bank plots for future development
opportunities valued at EUR204 million. RGY is a subsidiary of
Ronesans Emlak Gelistirme Holding A.S. (100% owned by Ronesans
Holding A.S. which holds investments in construction, energy and
property ownership and development) which holds 74.2% of RGY and
GIC holding 21.4% with management holding the balance.

For the 12 months ending June 30, 2020, reported revenue amounted
to TRY722 million (EUR107 million), while Moody's Adjusted EBITDA,
was TRY505 million (EUR75 million).




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

METINVEST BV: Fitch Rates $333MM Senior Unsecured Notes 'BB-'
-------------------------------------------------------------
Fitch Ratings has assigned Metinvest B.V.'s (BB-/Negative) new
7.65% USD333 million notes due 2027 a final senior unsecured rating
of 'BB-'.

The new notes rank pari passu with Metinvest's existing senior
unsecured notes. The proceeds are being used to complete the tender
for USD104 million of existing 2021 and USD193 million of 2023
senior unsecured notes, as well as to fully redeem USD11 million of
the 2021 notes that remain outstanding following the tender offer
settlement and successful consent solicitation, which will support
financial flexibility over the medium term. For Metinvest to
maintain its Long-Term Issuer Default Rating (IDR) at two notches
above the 'B' Country Ceiling of Ukraine, hard-currency (HC) debt
service cover needs to remain sustainably above 1.5x on an
18-months rolling basis. The completion of this refinancing will
create headroom relative to the minimum requirement for HC debt
service cover.

As expected, this transaction is broadly neutral on Metinvest's
gross debt.

KEY RATING DRIVERS

1H20 Earnings Support Deleveraging Capacity: Metinvest reported
EBITDA of around USD615 million (excluding joint ventures) -versus
its full-year rating case of USD1.19 billion - and cash flow was
supported by working capital inflow in excess of USD100 million.
Overall, prospects for cash flow generation to support deleveraging
by end-2021 are now firmer than at its rating review in June 2020.
Before considering a revision of Outlook to Stable Fitch would look
for more evidence of the sustainability of economic recovery and of
discipline over related-party transactions and corporate activity.

Budget Measures Implemented: Management has closely reviewed
overheads, cut back on non-essential items, announced a 30%
reduction of administration staff and renegotiation of contracts
with external service providers. Capex guidance has been reduced by
around USD350 million over the next two years and dividends have
been suspended (including distributions that had already been
declared). The company is maintaining enhancement capex for
efficiency improvements. These measures support a trajectory of
improving free cash flow (FCF).

Advanced Integration: Metinvest is a sizeable eastern European
producer of metal products (4.4mt in 1H20; 8.8mt in 2019) and iron
ore (15.2mt of concentrate and pellets in 1H20; 29mt in 2019), with
around 300% self-sufficiency in iron ore but only 46% in coking
coal. It also supplies commission steel on behalf of its joint
venture Zaporizhstal and other Ukrainian steel producers (5.6mt in
2019). Proximity to Black Sea and Azov Sea ports allows Metinvest
to benefit from cheaper steel and iron ore exports and seaborne
coal imports logistics. Operations are also integrated into
downstream operations in Italy, Bulgaria and the UK. However, the
business exhibits high earnings volatility despite advanced
integration.

Rating above Country Ceiling: Fitch expects Metinvest's HC external
debt service cover to be at or above its 1.5x threshold on an
18-month rolling basis, allowing the company's IDR to remain two
notches above Ukraine's 'B' Country Ceiling. The 1.5x is derived
from mainly 50% of export EBITDA, aided by some EBITDA generated
abroad and liquidity held offshore, over principal repayments
(excluding trade finance) and interest payments. The proposed bond
is further evidence of Metinvest pro-actively managing maturities
and ensuring financial flexibility in excess of the minimum
requirements for the two-notch IDR uplift above the Country
Ceiling.

Oversupplied Steel Markets: COVID-19 restrictions have impacted
manufacturing activity more extensively than construction,
weakening flat steel demand more than for long steel. Fitch assumes
that the steel industry, excluding China, will only recover to
pre-coronavirus level towards 2022. Demand from China has directly
or indirectly supported sheet prices since the reported lows in
March and restocking of sheet products across the value chain in
Europe is progressing. As a result, hot rolled coil prices have
improved to USD500/tonne (free on board Black Sea) from
USD360/tonne.

Costs More Aligned with West: Metinvest's steel assets at Mariupol
are mid-ranking in site costs for liquid steel (unintegrated basis;
subsidiary Ilyich Steel is third quartile for hot rolled coil),
while iron ore and coal assets are higher-cost (based on business
costs) on average. As a result, Metinvest is less competitive than
Russian companies PJSC Novolipetsk Steel (NLMK) and PJSC
Magnitogorsk Iron & Steel Works (MMK) that export through Black Sea
ports. Its cost position is more comparable with European mills'.
Metinvest owns re-rolling facilities in Europe to which it delivers
semi-finished products from Ukraine, providing good access to the
European market outside of quotas.

ESG - Group Structure: Fitch maintains the score at '4' after it
was changed in June 2020 from '3'. In 2019, Metinvest extended
USD367 million of medium-term trade credit to associates and issued
loans to shareholders of USD146 million. Acting as working capital
provider in a down-cycle to related parties could unduly impact
free cash flow (FCF) generation and increase the debt burden. Fitch
will monitor gross debt, cash flow generation and related-party
transactions closely to assess whether to revise the Outlook to
Stable or downgrade the rating. This has a negative impact on the
credit profile, and is relevant to the rating in conjunction with
other factors.

ESG - Exposure to Social Impacts: The Kerch Strait incident in
November 2018, when the Russian navy exercised control over access
to the Azov Sea and captured Ukrainian navy ships and crew members,
highlighted that the conflict in eastern Ukraine continues to pose
risks to Metinvest's day-to-day operations, a risk that its EMEA
peers do not face. However, a high proportion of Metinvest's EBITDA
is generated by its mining assets located substantially farther
from the conflict zone. Fitch has maintained the score at '4'. This
has a negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.

DERIVATION SUMMARY

Metinvest has a smaller scale of operations and weaker cost
position than major CIS flat steel producers NLMK (BBB/Stable), PAO
Severstal (BBB/Stable) and MMK (BBB/Stable).

Metinvest has an overall cost position that is closer to the middle
of the liquid steel cost curve (on an unintegrated basis), compared
with the first quartile for its three peers, which reflects that
assets of the Russian peer group are better invested and
maintained, as well as cheaper electricity and gas in Russia than
in Ukraine. Metinvest's iron ore and coal assets are on average
also higher-cost than Severstal and NLMK. Its re-rolling assets in
Europe and smaller domestic steel market are the reason for
Metinvest's 70%-75% export share, comparable with NLMK's and above
more domestically-oriented Severstal's and MMK's.

Metinvest's scale with advanced vertical integration, higher-cost
position and substantial export share are factors behind the
company's good business profile. It has higher leverage than the
Russian peer groups and high earnings variability despite advanced
integration, due partly to fluctuations of the hryvnia, less
capacity to absorb pricing pressure and high exposure to
competitive export markets such as Europe and southeast Asia.
Metinvest is also less committed to its financial policies compared
with higher rated peers.

Metinvest's ratings also take into consideration the
higher-than-average systemic risks associated with the business and
jurisdictional environment in Ukraine.

KEY ASSUMPTIONS

  - Ukrainian hryvnia to depreciate against US dollar towards 27.3
in 2020 and 30.4 in 2021.

  - EBITDA margin to recover but remain subdued at 14% in 2020 and
around 15% thereafter on weaker hryvnia, recovering volumes and
normalising product mix.

  - Capex at around USD600 million in 2020, fluctuating around
USD800 million in the following three years.

  - No dividends over the next four years.

RATING SENSITIVITIES

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

As the Outlook is Negative an upgrade is unlikely in the
short-term. However, reducing FFO gross leverage to 2.5x by
end-2021 and maintaining it at or below that level on a sustained
basis (2019: 3.9x) together with increased at arm's-length dealing
with associates and joint ventures would lead to a revision of the
Outlook to Stable.

  - Gross debt reduction through retention of positive FCF,
resulting in FFO gross leverage below 1.5x on a sustained basis,
which along with an upgrade of Ukraine's Country Ceiling could
support an upgrade.

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

  - FFO gross leverage above 2.5x on a sustained basis.

  - Market pressure resulting in EBITDA margin (excluding resales)
below 12% on a sustained basis.

  - HC external debt service cover ratio falling below 1.5x on an
18-month rolling basis.

  - Further related-party transactions putting pressure on working
capital and overall liquidity position.

  - Downgrade of Ukraine's Country Ceiling.

  - Development of the conflict in the eastern part of Ukraine
affecting the company's profile or profitability.

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: At end-June 2020, Metinvest had available
cash balances of USD403 million (excluding less than USD1 million
cash in transit and USD61 million of balances held with related
party). It also had unutilised trade- finance facilities of USD373
million. Short-term maturities amounted to USD651 million, of which
USD442 million related to trade-finance facilities.

Fitch forecasts Metinvest will generate on average more than USD100
million FCF per year over the next four years. Fitch expects the
company to make use of trade finance and factoring to fund working
capital, but all other funding needs are covered well into 2022
(taking into account completion of this re-financing transaction).

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

Metinvest has ESG Relevance Scores of 4 for 'Exposure to Social
Impacts' and 'Group Structure (Complexity, Transparency and
Related-Party Transactions)' which have a negative impact on the
credit profile, and are relevant to the rating in conjunction with
other factors. This is linked to the proximity of Metinvest's
Ukrainian steel plants to the conflict zone and a series of related
party transactions over recent years.

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




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

AGO OUTSOURCING: Enters Administration Due to COVID-19 Impact
-------------------------------------------------------------
Fraser N Wilson at Daily Record reports that pay scandal call
centre AGO Outsourcing has gone into administration.

Staff at the call centre received an email confirming the news on
Sept. 30 -- while bosses are believed to be sunning themselves in
Monaco, Daily Record relates.

According to Daily Record, in an email to staff on Sept. 30,
operations manager Stephen Rafferty said: "It is with deep regret
that I must inform you that due to increasing pressure from
creditors, low sales performance and overall impact to our working
environment due to COVID-19, that we have reached the decision to
enter the business into administrations.

"We are currently in the process of appointing an administrator and
your contact details will be passed to the, within the next 48
hours.

"The administrators will assume full control of the business,
including all finances and assets and will aim to have any salary,
notice and holidays paid to you as soon as possible."

The company had its contract to offer shielding support to the UK
Government pulled after they breached social distancing
regulations, Daily Record recounts.

An investigation found staff were crammed into working conditions
not compatible with government regulations, and SERCO cancelled the
contract, Daily Record relays.

The ending of their contract in June was the latest in a series of
negative reports over the business, Daily Record notes.

Since last October, the News has been contacted by around 50
members of staff complaining about AGO, with the majority concerned
about outstanding payment, pensions and tax deductions, Daily
Record states.

Many staff claim they are still owed thousands of pounds by the
firm, whose biggest contract until now had been Scottish Power,
Daily Record discloses.


COOL DATA: Sale Expected to Close Soon Following Administration
---------------------------------------------------------------
Sebastian Moss at Data Center Dynamics reports that British data
center company Cool Data Centres (CoolDC) entered into
administration in August.

CoolDC was close to completing its data center at the Boole
Technology Park in Lincoln, but the business collapsed due to
friction between company directors and the company's main financial
backer, Data Center Dynamics relates.

The business has accepted an offer from an unknown third party,
which is expected to close soon, Data Center Dynamics discloses.

According to Data Center Dynamics, in documents on Companies House,
first spotted by The Business Desk, administrators claim that "a
breakdown in the relationships between certain of the company's
directors and [Hagan Homes Limited] resulted in the data center
being incomplete," adding that "with all parties no longer willing
to work together and the company being insolvent on a cash flow
basis . . . [advisors Frost Group Limited] recommended the company
be placed into administration."

CoolDC directors Tim Chambers and Angela Meah had sought advice
from Frost Group, an independent insolvency firm, but Hagan
obtained an injunction stopping Frost from becoming the
administrators, Data Center Dynamics recounts.  RSM's Adrian Allen
and Tyrone Courtman were appointed joint administrators on Aug. 3,
Data Center Dynamics discloses.

It is believed the data center was 90 percent complete after GBP1.8
million-GBP2.3 million (US$2.3 million-US$2.95 million) was pumped
into the site, and that just GBP200,000 (US$260,000) was required
to complete the facility, per its original design, Data Center
Dynamics notes.

The company made five of its six employees redundant just before
entering administration, its website is currently down, and most of
its social media handles have been deleted, Data Center Dynamics
relays.


LANEBROOK MORTGAGE 2020-1: Moody's Gives B1 Rating on Cl. X Notes
-----------------------------------------------------------------
Moody's Investors Service assigned definitive credit ratings to the
following Classes of Notes issued by Lanebrook Mortgage Transaction
2020-1 plc:

GBP200.0M Class A1 Mortgage Backed Floating Rate Notes due 2057,
Definitive Rating Assigned Aaa (sf)

GBP79.3M Class A2 Mortgage Backed Floating Rate Notes due 2057,
Definitive Rating Assigned Aaa (sf)

GBP18.2M Class B Mortgage Backed Floating Rate Notes due 2057,
Definitive Rating Assigned Aa1 (sf)

GBP13.2M Class C Mortgage Backed Floating Rate Notes due 2057,
Definitive Rating Assigned Aa2 (sf)

GBP9.9M Class D Mortgage Backed Floating Rate Notes due 2057,
Definitive Rating Assigned A1 (sf)

GBP9.9M Class E Mortgage Backed Floating Rate Notes due 2057,
Definitive Rating Assigned Baa3 (sf)

GBP7.9M Class X Floating Rate Notes due 2057, Definitive Rating
Assigned B1 (sf)

Moody's has not assigned ratings to the RC1 and RC2 Certificates.

The portfolio backing this transaction consists of UK buy-to-let
mortgage loans originated by The Mortgage Lender Limited ("TML",
NR). This represents the first rated BTL RMBS issuance from TML.

The portfolio current pool balance was approximately GBP 330.6
million as of 20 September 2020, the portfolio reference date. It
consists of 2,069 loans, secured by first ranking buy-to-let
mortgages on properties located in the UK.

RATINGS RATIONALE

The ratings take into account the credit quality of the underlying
mortgage loan pool, from which Moody's determined the MILAN Credit
Enhancement ("MILAN CE") and the portfolio expected loss, as well
as the transaction structure and legal considerations. The expected
portfolio loss of 2.5% and the MILAN required CE of 16.0% serve as
input parameters for Moody's cash flow model and tranching model.

Portfolio expected loss of 2.5%: This is higher than the UK Prime
RMBS sector average and is based on Moody's assessment of the
lifetime loss expectation for the pool taking into account: the
originator's limited historical performance data for buy-to-let
loans and benchmarking with other UK BTL prime RMBS transactions.
It also takes into account that all loans in the pool are current,
its UK BTL RMBS outlook and the UK economic environment.

MILAN CE of 16%: This is higher than both the UK Prime RMBS and the
UK BTL Prime RMBS sector average and follows Moody's assessment of
the loan-by-loan information taking into account following key
drivers: (i) the fact that the historical performance data is
limited; (ii) the weighted average CLTV of 72.5%; (iii) the low
seasoning of 1.2 year; (iv) the proportion of interest-only loans
93.0%; (v) a portfolio of buy-to-let loans; and (vi) the absence of
shared equity, fast track or self-certified loans.

Interest Rate Risk Analysis: As of the cut-off date, all loans in
the pool are fixed rate loans with the majority reverting to 3M
sterling LIBOR within a 5-year period on average. The floating rate
on the Notes is linked to SONIA. To mitigate the fixed floating
mismatch between the loans and the SONIA linked coupon on the
Notes, Lloyds Bank Corporate Markets plc (A1(cr)/P-1(cr)) will act
as the swap counterparty. The swap is an interest rate swap based
on the contracted amortisation of the pool without prepayments and
defaults.

Linkage to the Originator: TML acts as servicer in the transaction.
In order to mitigate the operational risk, Shawbrook Bank Limited
(NR) acts as the replacement servicer. The transaction also
benefits from a back-up servicer facilitator (Intertrust Management
Limited (NR)). To ensure payment continuity over the transaction's
lifetime, the transaction documents incorporate estimation language
whereby the cash manager Citibank, N.A., London Branch
(Aa3/(P)P-1/Aa3(cr)/P-1(cr)) can use the three most recent servicer
reports to determine the cash allocation in case no servicer report
is available.

The deal benefits from two amortising reserve funds. The general
reserve fund (2.0% of Class A to Class E at closing) will provide
liquidity support and ultimately credit enhancement to Class A to
Class E notes. The Class A and Class B liquidity reserve fund will
cover liquidity and ultimately credit enhancement for Class A and
Class B (1.5% of Class A and Class B). There is also principal to
pay interest as an additional source of liquidity for Class A Notes
with no condition, for Class B Notes if Class B PDL is below 25%,
and for Class C to E notes once they become the most senior note
outstanding.

Additionally, the deal benefits from a payment deferral reserve
fund sized at 0.40% of the closing pool balance which will be fully
funded on the closing date. On the first interest payment date, the
cash manager will apply all amounts standing to the credit of the
payment deferral reserve fund as available revenue receipts in
accordance with the Pre-Enforcement Revenue Priority of Payments.

The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Its analysis has considered the effect on the performance of
buy-to-let assets from the current weak UK economic activity and a
gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around its forecasts is unusually high.

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in May
2020.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Factors that may cause an upgrade of the ratings of the Notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of servicing or cash management interruptions; and (ii) economic
conditions being worse than expected resulting in higher arrears
and losses.


WIGAN ATHLETIC: Spanish Investor Agrees to Acquire Business
-----------------------------------------------------------
David Conn at The Guardian reports that a Spanish investor has
agreed to buy Wigan Athletic out of administration and paid "a
substantial deposit", the League One club's administrators have
announced.

Gerald Krasner and Paul Stanley of the accountancy firm Begbies
Traynor said the bidder had experience in football, but otherwise
released no details, saying they had agreed to keep the investor's
identity confidential until the hoped-for purchase is complete, The
Guardian relates.

According to The Guardian, the bidder has committed to buying the
club and paying the minimum 25p for every pound owed to
"non-football creditors", the administrators said, which would mean
the club can emerge from administration in League One this season
without a points deduction for leaving creditors short.

When announcing a previous offer that ultimately did not complete,
Mr. Krasner said in July that the club owed non-football creditors
approximately GBP6 million, The Guardian recounts.  Football
creditors -- principally wages owed under players' contracts, and
any outstanding sums to other clubs -- must be paid in full, The
Guardian relays, citing EFL rules.  The administrators said in
August that they were looking for GBP4 million to sell the club and
its DW Stadium, and that a further GBP5 million was needed to cover
costs for this season and next, The Guardian notes.

If the sale does complete and Wigan's future is secured after a
traumatic period since the club was plunged into a shock
administration on July 1, it would prompt some much-needed optimism
in the EFL, whose clubs are grappling with the financial crisis
caused by Covid-19, The Guardian states.

The club's owner, Hong Kong-based Au Yeung, put Wigan into
administration days after he completed his takeover on June 24,
which he subsequently said had cost him GBP40 million, The Guardian
relates.

In August, Au Yeung agreed to waive any repayment of GBP36 million
in loans, according to The Guardian.


WOODFORD EQUITY: Sale of Assets Faces Delay, Administrator Says
---------------------------------------------------------------
Siobhan Riding and Attracta Mooney at The Financial Times report
that investors in Neil Woodford's failed investment fund have been
warned they may be trapped in it until the end of next year,
despite already paying more than GBP15 million to the firms trying
to sell the vehicle's assets.

According to the FT, Link Fund Solutions, the fund's administrator,
said on Sept. 30 that GBP288 million of assets held in the
once-lauded equity income fund still needed to be sold more than a
year after its suspension.

The fund was gated in June last year, having shrunk to GBP3.7
billion after years of weak investment performance and an exodus of
investors, the FT recounts.  The ensuing scandal ended the
illustrious career of Mr. Woodford, formerly the UK investment
industry's highest-profile stockpicker, and damaged the confidence
of retail investors in the wider fund management industry, the FT
says.

Despite more than 300,000 UK savers being stuck in the fund since
it was suspended, Link, as cited by the FT, said the sale of some
assets was unlikely to be completed until "mid to late 2021".

Ryan Hughes, head of active portfolios at AJ Bell, warned that Link
could struggle to offload the rest of the fund's assets in light of
the current difficult market conditions, the FT relates.

However, one positive development is that the fund's sale of a
selection of biotech investments to patent licensing specialist
Acacia is approaching completion, paving the way for a new payout
for investors, the FT  discloses.

Link said it expects the sale to complete by the end of November,
allowing it to make a fourth distribution to investors, the FT
notes.  This will leave a remaining GBP197 million in the fund, the
FT states.




===============
X X X X X X X X
===============

[*] BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
-------------------------------------------------------------
Author: Sallie Tisdale
Publisher: BeardBooks
Softcover: 270 pages
List Price: $34.95
Order your own personal copy at http://is.gd/9SAfJR

An earlier edition of "The Sorcerer's Apprentice" won an American
Health Book Award in 1986. The book has been recognized as an
outstanding book on popular science. Tisdale brings to her subject
of the wide nd engrossing field of health and illness the
perspective, as well as the special sympathies and sensitivities,
of a registered nurse. She is an exceptionally skilled writer.
Again and again, her descriptions of ill individuals and images of
illnesses such as cancer and meningitis make a lasting impression.

Tisdale accomplishes the tricky business of bringing the reader to
an understanding of what persons experience when they are ill; and
in doing this, to understand more about the nature of illness as
well. Her style and aim as a writer are like that of a medical or
science journalist for leading major newspaper, say the "New York
Times" or "Los Angeles Times." To this informative, readable style
is added the probing interest and concern of the philosopher trying
to shed some light on one of the central and most unsettling
aspects of human existence. In this insightful, illuminating,
probing exploration of the mystery of illness, Tisdale also
outlines the limits of the effectiveness of treatments and cures,
even with modern medicine's store of technology and drugs. These
are often called "miracles" of modern medicine. But from this
author's perspective, with the most serious, life-threatening,
illnesses, doctors and other health-care professionals are like
sorcerer's trying to work magic on them. They hope to bring
improvement, but can never be sure what they do will bring it
about. Tisdale's intent is not to debunk modern medicine, belittle
its resources and ways, or suggest that the medical profession
holds out false hopes. Her intent is do report on the mystery of
serious illness as she has witnessed it and from this, imagined
what it is like in her varied work as a registered nurse. She also
writes from her own experiences in being chronically ill when she
was younger and the pain and surgery going with this. She writes,
"I want to get at the reasons for the strange state of amnesia we
in the health professions find ourselves in. I want to find clues
to my weird experiences, try to sense the nature of being sick."
The amnesia of health professionals is their state of mind from the
demands placed on them all the time by patients, employers, and
society, as well as themselves, to cure illness, to save lives, to
make sick people feel better. Doctors, surgeons, nurses, and other
health-care professionals become primarily technicians applying the
wonders of modern medicine. Because of the volume of patients, they
do not get to spend much time with any one
or a few of them. It's all they can do to apply the prescribed
treatment, apply more of it if it doesn't work the first time, and
try something else if this treatment doesn't seem to be effective.

Added to this is keeping up with the new medical studies and
treatments. But Tisdale stepped out of this problem-solving
outlook, can-do, perfectionist mentality by opting to spend most of
her time in nursing homes, where she would be among old persons she
would see regularly, away from the high-charged atmosphere of a
hospital with its "many medical students, technicians,
administrators, and insurance review artists." To stay on her
"medical toes," she balanced this with working occasional shifts in
a nearby hospital. In her hospital work, she worked in a neonatal
intensive care unit (NICU), intensive care unit (ICU), a burn
center, and in a surgery room. From this combination of work with
the infirm, ill, and the latest medical technology and procedures
among highly-skilled professionals, Tisdale learned that "being
sick is the strangest of states." This is not the lesson nearly all
other health-care workers come away with. For them, sick persons
are like something that has to be "fixed." They're focused on the
practical, physical matter of treating a malady. Unlike this
author, they're not focused consciously on the nature of pain and
what the patient is experiencing. The pragmatic, results-oriented
medical profession is focused on the effects of treatment. Tisdale
brings into the picture of health care and seriously-ill patients
all of what the medical profession in its amnesia, as she called
it, overlooks.

Simply in describing what she observes, Tisdale leads those in the
medical profession as well as other interested readers to see what
they normally overlook, what they normally do not see in the
business and pressures of their work. She describes the beginning
of a hip-replacement operation, the surgeon "takes the scalpel and
cuts -- the top of the hip to a third of the way down the thigh --
and cuts again through the globular yellow fat, and deeper. The
resident follows with a cautery, holding tiny spraying blood
vessels and burning them shut with an electric current. One small,
throbbing arteriole escapes, and his glasses and cheek are
splattered." One learns more about what is actually going on in an
operation from this and following passages than from seeing one of
those glimpses of operations commonly shown on TV. The author
explains the illness of meningitis, "The brain becomes swollen with
blood and tissue fluid, its entire surface layered with pus . . .
The pressure in the skull increases until the winding convolutions
of the brain are flattened out . . . The spreading infection and
pressure from the growing turbulent ocean sitting on top of the
brain cause permanent weakness and paralysis, blindness, deafness .
. . . " This dramatic depiction of meningitis brings together
medical facts, symptoms, and effects on the patient. Tisdale does
this repeatedly to present illness and the persons whose lives
revolve around it from patients and relatives to doctors and nurses
in a light readers could never imagine, even those who are immersed
in this
world.

Tisdale's main point is that the miracles of modern medicine do not
unquestionably end the miseries of illness, or even unquestionably
alleviate them. As much as they bring some relief to ill
individuals and sometimes cure illness, in many cases they bring on
other kinds of pains and sorrows. Tisdale reminds readers that the
mystery of illness does, and always will, elude the miracle of
medical technology, drugs, and practices. Part of the mystery of
the paradoxes of treatment and the elusiveness of restored health
for ill persons she focuses on is "simply the mystery of illness.
Erosion, obviously, is natural. Our bodies are essentially
entropic." This is what many persons, both among the public and
medical professionals, tend to forget. "The Sorcerer's Apprentice"
serves as a reminder that the faith and hope placed in modern
medicine need to be balanced with an awareness of the mystery of
illness which will always be a part of human life.



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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-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
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