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

                          E U R O P E

          Tuesday, October 6, 2020, Vol. 21, No. 200

                           Headlines



C Y P R U S

BANK OF CYPRUS: Fitch Affirms B- LongTerm IDR, Outlook Negative
HELLENIC BANK: Fitch Affirms B LongTerm IDR, Outlook Negative


F R A N C E

CASTILLON SAS: S&P Assigns Preliminary 'B' ICR, Outlook Stable
CMA CGM: S&P Alters Outlook to Positive & Affirms 'B+' ICR


I R E L A N D

ARBOUR CLO II: Moody's Confirms B2 Rating on Class F Notes
BLUEMOUNTAIN FUJI II: Moody's Confirms B2 Ratings on Class F Notes
KEATING CONSTRUCTION: Applies to Enter Voluntary Examinership
MAN GLG II: Moody's Confirms B2 Rating on Class F Notes
NEW LOOK: Examinership "Only Means of Survival" for Irish Unit

ST. MARY'S CENTRE: High Court Issues Winding-Up Order


I T A L Y

DECO 2019-VIVALDI: Fitch Keeps 'B+' on D Notes on Watch Negative
EMERALD ITALY 2019: Fitch Maintains BB- on C Notes on Watch Neg.
PIETRA NERA: Fitch Keeps 'CCC' on Class E Notes on Watch Neg.


N E T H E R L A N D S

PRECISE MIDCO: Moody's Affirms 'B3' CFR Amid EUR345MM Financing
PRECISE MIDCO: S&P Lowers ICR to 'B-' on Debt-Funded Acquisition


R U S S I A

SAMARA OBLAST: S&P Affirms 'BB+' LongTerm ICR, Outlook Stable


S P A I N

AERNNOVA AEROSPACE: S&P Lowers ICR to 'B', Outlook Negative


S W I T Z E R L A N D

CEVA LOGISTICS: S&P Alters Outlook to Positive & Affirms 'B+' ICR


U N I T E D   K I N G D O M

HOTTER: Closes Ipswich, Colchester Stores Permanently
PIZZA EXPRESS: Gets Court Okay to Take Restructuring Plan to Vote
REVOLUTION BARS: Plans to Reduce Number of Venues Through CVA
SAGE AR 1: Moody's Gives '(P)B3' Rating on Class F Notes
SEADRILL OPERATING: Moody's Rates Super Senior Term Loan 'B3'

TRAVELPORT WORLDWIDE: S&P Raises ICR to 'CCC+', Outlook Negative

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C Y P R U S
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BANK OF CYPRUS: Fitch Affirms B- LongTerm IDR, Outlook Negative
---------------------------------------------------------------
Fitch Ratings has affirmed Bank of Cyprus Public Company Limited's
(BoC) Long-Term Issuer Default Rating (IDR) at 'B-' and Viability
Rating (VR) at 'b-' and removed them from Rating Watch Negative
(RWN). The Outlook on the IDR is Negative.

The affirmation reflects its updated view that BoC's ratings are
not immediately at risk from the impact of the economic downturn
from the pandemic as the announced sale of non-performing exposure
(NPE) provides the bank with additional headroom at this rating
level to absorb the likely reduction in profitability, higher
credit risks and higher capital encumbrance from unreserved problem
assets due to the coronavirus crisis.

The Negative Outlook reflects its view that risks remain skewed to
the downside in the medium term, especially if the recession proves
deeper or the recovery weaker than its forecasts. In this case,
BoC's ratings might come under pressure from
higher-than-anticipated inflows of new impaired loans generating
larger credit losses, weaker revenue generation, ultimately
resulting in greater-than-expected capital erosion.

KEY RATING DRIVERS

IDRs AND VR

BoC's ratings reflect weak asset quality, which results in very
high capital encumbrance by unreserved problem assets (NPE and
foreclosed assets), and weak profitability, which is still
constrained by high loan impairment charges (LIC). The ratings also
reflect BoC's strong franchise and market position as the largest
bank in Cyprus, which is a small market, and an acceptable funding
profile.

BoC's asset quality has been weak for a prolonged period. Despite
continuous decrease since the peak (NPE ratio of 63% at end-2014),
the NPE ratio was still high at 22% at end-June 2020, including the
announced sale of EUR0.9 billion of NPE (Helix 2), down from 29% at
end-March 2020. Completion of the deal is expected in 1H21 and is
highly probable, in its view. The resulting decrease of the stock
of NPE will give the bank additional headroom to absorb shocks.

BoC's asset quality remains under pressure as it is vulnerable to
the fallout of the current recession, even if Fitch does not expect
a significant increase in NPE in 2020, due to the nine-month
moratorium on payment of capital and interest for loans. Its view
is supported by the high portion of loans under moratorium at
end-June 2020, which accounted for about 66% of the performing
loans portfolio. Its assessment of asset quality also considers the
high problem assets ratio, which was slightly above 30% at end-June
2020.

BoC's profitability is weak and weighed down by a still large stock
of problem assets, as LIC pose a threat to earnings. Profitability
continued to be weak in 1H20, when the bank announced a EUR125
million loss before tax, as it has been significantly impacted by
higher LIC (139bp in 1H20) and Helix 2 losses (EUR68 million
including transaction costs). Fitch expects profitability to remain
under pressure in the next 18 months, from subdued new business
volume and high LIC.

The banks fully loaded common equity Tier 1 (CET1) ratio (including
the full impact of IFRS 9) was 12.7% at end-June 2020, pro forma
for the completion of the Helix 2 transaction. Capital remains
highly vulnerable to the large proportion of unreserved problem
assets. Encumbrance by unreserved problem assets was high at 1.7x
fully-loaded CET1 capital at end-June 2020 (down from about 1.9x at
end-March 2020). This makes capital sensitive to shocks and still
not commensurate with risks. Fitch expects asset quality to
deteriorate and consequently capital encumbrance to increase. The
bank's capacity to generate capital internally is weakened by the
current economic environment, making capital ratios vulnerable to
potential losses generated by higher impairment charges.

BoC's funding is supported by the bank's deposit franchise in
Cyprus. Together with the deleveraging of the balance sheet, the
gross loans/deposits ratio declined to about 70% at end-June 2020.
About 80% of BoC's deposits are domestic retail deposits, almost
all of which are covered by the deposit guarantee scheme,
contributing to funding stability. The liquidity buffer mitigates
the potential volatility of deposits related to BoC's non-resident
transaction business. The bank's funding and liquidity profile
remains sensitive to confidence shocks and access to unsecured
wholesale funding at a reasonable cost in the current environment
might prove challenging.

BoC's Short-Term IDR of 'B' maps to the 'B-' Long-Term IDR.

SENIOR DEBT

The bank's long-term senior unsecured debt programme rating of
'CCC'/'RR6' is rated two notches below the bank's Long-Term IDR.
This reflects Fitch's view that recovery prospects for the bank's
senior unsecured creditors would be poor given full depositor
preference in Cyprus and the bank's funding structure, which Fitch
views as effectively reducing recovery prospects for senior
unsecured creditors in resolution.

BoC's funding structure mainly relies on customer deposits, bank
deposits and other forms of preferred funding (central bank
funding). BoC has not issued senior unsecured debt and has limited
buffers of subordinated debt and hybrid capital, which would
participate in absorbing losses ahead of senior debt.

SUBORDINATED DEBT

The 'CCC'/'RR6' long-term rating on BoC's subordinated Tier 2 notes
is notched down twice from the bank's VR, in line with the baseline
notching for subordinated Tier 2 debt as per the updated Bank
Rating Criteria. The 'RR6' Recovery Rating reflects poor recovery
prospects. Fitch applies zero notches for additional
non-performance risk relative to the VR as the notes'
loss-absorption is triggered only at the point of non-viability.

SUPPORT RATING AND SUPPORT RATING FLOOR

BoC's Support Rating (SR) of '5' and Support Rating Floor (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.

RATING SENSITIVITIES

IDRs AND VR

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

The Negative Outlook on BoC reflects medium-term risks to its
ratings from the coronavirus outbreak. The ratings are primarily
sensitive to the extent and the duration of the weakening of the
bank's financial profile as a result of the pandemic shock to the
economy. Fitch would likely downgrade BoC's ratings if asset
quality deteriorates more than expected and reaches a problem
assets ratio close to 40%.

The bank's ratings could be downgraded if there is a more
substantial and prolonged deterioration in asset quality and
profitability than Fitch currently envisages, ultimately eroding
the fully-loaded CET1 ratio and bringing capital encumbrance by
unreserved problem assets above 200%, without credible prospects to
be bring this down to at least current levels. These circumstances
could stem, for example, from a further downward revision of
Fitch's expectations for the Cypriot economy, triggering
higher-than-expected asset quality deterioration.

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

The Outlook could be revised to Stable if the operating environment
stabilises and BoC successfully manages the challenges arising from
the economic downturn, reversing downside risks to its asset
quality and profitability, while maintaining current capital
levels.

Rating upside is currently limited. In the long term, an upgrade
would require improved prospects for the operating environment and
a meaningful and sustained improvement of core profitability,
combined with a material improvement in asset quality and reduction
in capital encumbrance.

SENIOR DEBT

The long-term senior unsecured debt programme rating is sensitive
to BoC's Long-Term IDR, which is itself sensitive to the bank's VR.
It is also sensitive to larger buffers of senior unsecured debt,
and either other equally ranking or subordinated liabilities, being
issued by BoC. This is because in a resolution, losses could be
spread over a larger debt layer resulting in smaller losses and
higher recoveries for senior bondholders, which may lead to a
higher long-term senior unsecured rating.

SUBORDINATED DEBT

BoC's subordinated debt ratings are primarily sensitive to changes
in the bank's VR, from which they are notched.

SR AND SRF

Fitch sees limited upside for the bank's SR and SRF. In the EU,
this is due to the presence of a resolution scheme with bail-in
tools that have already been implemented, the authorities' limited
capacity to provide future support, but also considering a clear
intention to reduce implicit state support for financial
institutions.

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, either due to their nature or
to the way in which they are being managed by the entity.


HELLENIC BANK: Fitch Affirms B LongTerm IDR, Outlook Negative
-------------------------------------------------------------
Fitch Ratings has affirmed Hellenic Bank Public Company Limited's
(HB) Long-Term Issuer Default Rating (IDR) at 'B' and Viability
Rating (VR) at 'b' and removed them from Rating Watch Negative
(RWN). The Outlook on the Long-Term IDR is Negative.

The affirmation reflects its updated view that HB's ratings are not
immediately at risk from the impact of the economic downturn from
the pandemic, as its current financial position provides the bank
with some rating headroom to absorb the likely reduction in
profitability, higher credit risks and higher capital encumbrance
from unreserved non-performing exposure (NPE) due to the
coronavirus crisis.

The Negative Outlook reflects its view that risks remain skewed to
the downside in the medium term, especially if the recession proves
deeper or the recovery weaker than its forecasts. In this case,
HB's ratings would come under pressure from higher inflows of new
impaired loans generating larger credit losses, weaker revenue
generation, ultimately resulting in greater-than-expected capital
erosion.

KEY RATING DRIVERS

IDRs AND VR

HB's ratings are constrained by weak asset quality by international
standards and high capital encumbrance by unreserved problem assets
(NPE and net foreclosed assets). They also reflect its strong
franchise and market position as the second-largest bank in Cyprus,
a small country and improved overall financial profile following
the smooth integration of Cyprus Cooperative Bank LTD (CCB).

The NPE ratio has improved significantly from its peak (about 60%
in September 2015) but remains high by international standard at
about 19.5% (excluding the NPE guaranteed by the asset protection
scheme (APS) backed by the Cyprus government) and has mainly been
improving thanks to the acquisition of CCB's performing loan book
and write-offs and to cash collections to a lesser extent. This
makes asset quality still highly vulnerable to shocks. Given the
nature and size of the economy, HB is naturally exposed to
currently volatile borrowers like small businesses, SMEs (around
35% of total gross loans at end-June 2020) or the tourism industry
(about EUR430 million or close 10% of performing loans). The
portion of loans under moratorium was high at end-June 2020, at
about 55% of performing loans. The current economic situation will
also delay the work-out of problem assets, as NPE trades will be
difficult to achieve in 2020 and foreclosure of properties is more
difficult. Consequently, Fitch expects asset quality to deteriorate
in 2021. However, Fitch does not expect a significant increase in
NPE in 2020, thanks to the nine-month moratorium on loan repayments
until end-2020. Its assessment of the bank's asset quality also
factors in the APS guarantee on performing loans (EUR1.5 billion),
which will limit credit losses.

HB's profitability improved in 2019 (operating profit/risk-weighted
assets (RWA) of 1.9% in 2019) as the bank benefits from the greater
scale of its balance sheet and deployment of liquidity into
securities, mostly Cypriot government bonds. Most new investments
relate to senior bank debt and to a lesser extent, covered bonds.
However, profitability is dependent on economic conditions in
Cyprus and under pressure from the low interest-rate environment
and limited loan demand.

Fitch expects earnings to decrease over the next two years as a
result of high loan impairment charges (LICs) and subdued business
volumes. In 1H20, HB booked an additional EUR60 million of LICs of
which about EUR40 million related to the coronavirus crisis,
bringing the annualised LICs/gross loans ratio to around 175bp. Its
assessment of profitability assumes that earnings will recover,
albeit remaining weighed down by the large stock of problem
assets.

Despite a high fully-loaded common equity Tier 1 (CET1) ratio of
19% at end-June 2020, Fitch believes capital levels are still not
commensurate with risks. Capital remains highly vulnerable to the
large proportion of unreserved problem assets (about 75% of
fully-loaded CET1 if NPE guaranteed by APS are excluded), which
makes it sensitive to asset quality shocks. Fitch expects asset
quality to deteriorate and consequently capital encumbrance to
increase. The bank's capacity to generate capital internally is
weakened by the current economic environment, making capital ratios
vulnerable to potential losses generated by higher impairment
charges.

HB's funding is supported by the bank's deposit franchise in
Cyprus, resulting in a gross loans/deposits ratio of about 50% at
end-June 2020. The quality of the deposit base also improved with
the share of domestic retail deposits increasing non-resident
deposits reducing to around 18% at end-June 2020. Nevertheless, the
funding profile remains sensitive to confidence shocks. Liquidity
is large in absolute terms and cash and central bank placements
amounted to nearly 20% of total assets at end-June 2020.

HB's Short-Term IDR of 'B' maps to the bank's 'B' Long-Term IDR.

SUPPORT RATING AND SUPPORT RATING FLOOR

HB's Support Rating (SR) of '5' and Support Rating Floor (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.

RATING SENSITIVITIES

IDRs AND VR

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

The ratings are primarily sensitive to the extent and the duration
of the weakening of the bank's financial profile as a result of the
pandemic shock to the economy. Fitch would likely downgrade HB's
Long-Term IDR and VR if its asset quality deteriorates faster than
expected and reach a problem assets ratio close to 30%.

The bank's ratings could be downgraded if there is a more
substantial and prolonged deterioration in asset quality and
profitability than Fitch currently envisages, ultimately eroding
the fully-loaded CET1 ratio and bringing capital encumbrance by
unreserved problem assets above 100%, without credible prospects to
bring this to at least current levels. These circumstances could
stem, for example, from a further downward revision of Fitch's
expectations for the Cypriot economy, triggering
higher-than-expected asset quality deterioration.

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

The Outlook could be revised to Stable if the bank's operating
environment stabilises and the bank successfully manages the
challenges arising from the economic downturn and reversing
downside risks to its asset quality and profitability and
maintaining capital levels.

Rating upside is currently limited. In the long term, an upgrade
would require improved prospects for the operating environment and
a meaningful and sustained improvement of core profitability,
combined with a relevant improvement in asset quality while
reducing capital encumbrance.

SR AND SRF

Fitch sees limited upside for the bank's SR and SRF. In the EU,
this is due to the presence of a resolution scheme with bail-in
tools that have already been implemented, the authorities' limited
capacity to provide future support, but also considering a clear
intention to reduce implicit state support for financial
institutions.

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, either due to their nature or
to the way in which they are being managed by the entity.




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F R A N C E
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CASTILLON SAS: S&P Assigns Preliminary 'B' ICR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' preliminary long-term issuer
credit rating to France-based Castillon SAS (Devoteam), and 'B'
issue rating and '3' recovery rating to the company's proposed
EUR370 million of first-lien term debt.

S&P expects Devoteam's adjusted debt to EBITDA to peak at about
5.6x in 2020 (5.9x including the French tax company value added
contribution [CVAE]) before improving toward 4.6x by 2022 (4.8x
incl. CVAE).  

KKR, in partnership with management, agreed to buy Devoteam for
about EUR800 million in cash, including transaction fees, expenses
and repayment of existing debt. The transaction will be financed as
follows:

-- A senior secured term loan B of EUR370 million, and a revolving
credit facility (RCF) of EUR100 million

-- A cash equity injection of EUR474 million

S&P said, "We anticipate that adjusted leverage should improve
toward 4.9x in 2021 and 4.6x by 2022 (5.1x and 4.8x including CVAE,
respectively) under our conservative base-case scenario, owing to
ongoing absolute EBITDA and free operating cash flow (FOCF) growth
from supportive industry demand, strengthening of partnerships with
leading technological players, increased business from existing
blue-chip customers, and better utilization of resources. After
being retired from the stock market, 56.6% of the company's
economic rights will be owned by KKR; and the remainder by the
founders (the Bentzmann family), TABAG, and employees. The
Bentzmann family will keep the majority of voting rights (53.7%),
which we see as positive for a leveraged buyout, where a financial
sponsor will own the majority of economic rights. Nevertheless, KKR
will have some oversight rights, which will give it control of the
company in specific conditions. In addition, we believe that
management will adopt a financial sponsor-like behaviour and we
therefore apply our 'FS-6' financial policy modifier, resulting in
the financial risk profile being capped at highly leveraged.
Therefore, and in addition to the group's exposure to revenue- and
working-capital seasonality, and high fixed costs given the nature
of its business, we do not include cash in our net debt
calculation.

"We anticipate that Devoteam will show resilience in 2020 despite
some stress from COVID-19-related disruptions, and will resume
EBITDA growth from 2021."

The pandemic's consequences on work models has highlighted the IT
obsolescence of several businesses and the need to digitally
transform. This, combined with an ongoing trend of digital
transformation across all businesses, has helped Devoteam expand
revenues by about 14% organically, on average per year since 2017.
The COVID-19 outbreak had a limited impact on the group so far,
given that most of its services (cybersecurity, digital workplace,
and agile IT/cloud consulting) corresponds to a critical demand in
the market and represents the majority of Devoteam's revenues.
Cybersecurity, infrastructure, and workplace digitization projects
have been only been slightly affected in the past few months, given
the pressing need to adapt IT to remote working; these are likely
to be relatively protected throughout 2020-2021. This is
underpinned by Devoteam's good trading from January to June
(revenue growth of 3.7% and EBITDA growth of 7.7% compared with the
corresponding period in 2019) and its resilience, with limited
disruption to its ability to deliver to clients during the
lockdowns. S&P said, "We expect Devoteam's revenues to decline
slightly by 0.4% in 2020, with the company's EBITDA margin
contracting by about 120 basis points due to lower usage levels. We
further expect reported FOCF after leases will remain solid, at
EUR25 million-EUR30 million, partially driven by low capital
expenditure (capex) and moderate working capital requirements. We
expect that Western Europe's GDP growth will bounce back to 7%-8%
in 2021. Therefore, we anticipate that industry demand, the trend
of digital transformation of businesses, and Devoteam's niche
positioning and strong technical and digital capabilities will
support robust 4%-5% growth from 2021 onward. We expect reported
EBITDA to increase by about 15% in 2021 and 6% in 2022, from
negative 12% in 2020, with profitability improving beyond 11%-12%
of revenue."

Devoteam is a leading IT consultancy challenger with strong
technical and digital capabilities in a high growth market, but
competing against larger and better capitalized global IT services
and global consulting firms.

It employs almost 6,000 consultants in France and Europe and serves
corporate and public sector entities that seek to digitally
transform their businesses. It is exposed to the high growth market
of digital and technological applications which encompasses social,
mobile, analytics, cloud, and security (SMACs) services, and
therefore benefits from strong secular trends and a fast-growing
market (with annual average industry growth expected at about 12%
over 2020-2023 for digital and tech services). The customer base is
relatively well diversified, with the top 10 customers constituting
26% of revenues and the largest one less than 4%. S&P sees moderate
geographical concentration risk, with the company operating mostly
in France, where it generates 46% of its 2019 revenues, with most
of the remaining revenues coming from Western Europe, including
Germany (9%), the U.K. and the Netherlands (7%), and Belgium (6%).
Its business includes blue chip customers in the banking, telecom,
and utility sectors as well as public sector customers, with an
average relationship of 5-10 years.  

Devoteams's specialization on midsize (about EUR5 million) IT
transformation contracts with high tech and digital content gives
it a strong differentiating factor from its peers and global IT
services integrators.

This is because most other consultancies specialize either on
smaller or larger contract sizes and IT services integrators
usually have legacy business (core IT services) to protect, which
is at the risk of being cannibalized by their digital
transformation offering. In addition, the company has a solid track
record of increasing business volume with current customers. For
example, Devoteam generated about 93% of 2018 and 2019 contract
signings from existing clients, while doubling and tripling
business volumes with a few large clients over the past
four-to-five years. The company has also five strategic
partnerships with world leading IT solutions providers (Google,
Microsoft, Servicenow, AWS, and Saleforce). Those contributed for
about 20% of 2019 revenue, which S&P expects to increase to around
50% by 2024. This focused approach resulted in resilient revenue
growth in 2017-2019, at a 22% compound annual growth rate (CAGR)
including small tuck-in acquisitions.

S&P said, "However, we believe that Devoteam's small scale and
contracts with very large players in a very fragmented and
competitive market have resulted in relatively high costs (due to
the business' human capital heavy nature and rigid labor laws in
France) and low revenue per consultant compared with other
professional services firms we rate.

"We expect S&P Global Ratings-adjusted EBITDA margins of about 10%
in 2020 and 11% in 2021, which is below those of direct consultancy
peers such as Capco (Cardinal Holdings 3) and ERM (Emerald 2)."
This is also below the average levels among the broader business
services sector, especially among professional services firms that
have larger scale and brand reputation, as well as global IT
services firms. The latter also have a broader spectrum of
services, including their own, higher-margin proprietary solutions,
which allow them to lock-in clients in multiyear contracts, whereas
revenue visibility is limited for Devoteam due to the short-term
nature of its contracts (usually 9-15 months). Moreover, its
offering is relatively concentrated, with SMACs and mature and
legacy business (pre-cloud and physical infrastructure) services
accounting for 76% and 24% of 2019 revenue, respectively, against
58% and 42% for Accenture, and 50% and 50% for Capgemini.

Outlook

The stable outlook reflects S&P's expectation that GDP growth in
France and Western Europe will fuel mid-single-digit organic
revenue growth for Devoteam, with EBITDA margins remaining stable
at 10%-12%, and adjusted debt to EBITDA decreasing to the 5x area
through 2021, while reporting FOCF after lease payments well above
EUR15 million every year.

Upside scenario

While unlikely over the next 12 months, S&P could raise the rating
beyond then if the company continues to increase revenue
organically at least at the pace of GDP, while improving S&P Global
Ratings-adjusted EBITDA margins toward 13% and maintaining leverage
well below 5x sustainably.

Downside scenario

S&P could lower the rating if economic headwinds or operational
missteps resulted in reported FOCF after lease payments declining
toward zero coupled with pressure on liquidity, the company pursued
debt-funded acquisitions, or shareholder returns such that leverage
climbed above 7x.


CMA CGM: S&P Alters Outlook to Positive & Affirms 'B+' ICR
----------------------------------------------------------
S&P Global Ratings revised its outlook on CMA CGM S.A. to positive
from negative, and affirmed its 'B+' long-term issuer credit rating
on CMA CGM and its 'B-' issue rating on the company's senior
unsecured debt.

The positive outlook indicates that CMA CGM could maintain S&P
Global Ratings-adjusted funds from operations (FFO) to debt of more
than 16%, which is our threshold for a 'BB-' rating, if a rebound
in trade volumes and the container shipping industry's pricing
discipline enables the company to maintain its solid EBITDA
performance, and if CMA CGM keeps allocating excess cash flow to
net debt reduction.

The COVID-19 pandemic and the resulting economic recession have had
a less severe impact on global trade than we previously
anticipated.  S&P said, "We revised our base case following the
most recent quarterly reporting by the leading industry
players--signifying a steeper-than-expected demand recovery and
firm freight rates--and incorporating the positive industry
fundamentals continuing into the third quarter of 2020. The
movement of essential goods, strong pickup in e-commerce, and shift
of consumer spending from services to tangible goods have supported
the shipping volume recovery from June. As a result, we now
forecast a lower drop in shipped volumes by 5%-10% in 2020 compared
with 2019, versus our previous forecast of up to 15%."

A positive stimulus from the industry's capacity management and
lower-than-expected bunker prices are offsetting sluggish demand.  
In S&P's view, containership supply growth will continue to be
muted in the next several quarters, which is particularly important
in times of weak demand. With no incentive to place new large
orders amid subdued contracting activity since late 2015, the
containership order book is at a historical low: currently 9% of
the total global fleet. Combined with funding constraints, more
stringent regulation on sulfur emissions (permitting only 0.5% from
January 2020), and COVID-19-related disruptions (such as delays in
new-build ship deliveries, ship maintenance and repair works, and
scrubber retrofits owing to staff absences and equipment/spare
parts shortages in Chinese yards, in particular during the
February-April period), this translates into tighter supply
conditions, better utilization rates, and healthy freight rates.
The COVID-19 outbreak was followed by a quick withdrawal of
sailings from China, and container liners continue to adjust
capacities in a timely manner, idle ships, or travel longer routes
during the typical slack seasons. These measures signify the
reactive supply management by container liners, which S&P would
normally expect from an industry that has been through several
rounds of consolidation in recent years. Notably, the five largest
container shipping companies together have a market share of about
65%, up from 30% around 15 years ago.

CMA CGM will improve EBITDA and credit measures in 2020 despite
depressed global trade volumes.   In the first six months of 2020,
CMA CGM reported EBITDA of $2.18 billion, which represents a marked
improvement compared with $1.73 billion in the first six months of
2019. S&P said, "Under our base case, we expect this positive trend
will accelerate toward year-end 2020, with S&P Global
Ratings-adjusted EBITDA of about $5 billion for the full year. This
is well above the $3.8 billion that CMA CGM achieved in 2019, and
our April 2020 forecast of 3.1 billion-$3.2 billion.
Higher-than-expected trade volumes and freight rates,
lower-than-forecast bunker fuel prices, and trimming of other
operating expenses, combined with a gradual operational recovery at
CEVA Logistics (currently undergoing a major transformation),
support CMA CGM's earnings improvement. Furthermore, CMA CGM's
reduced debt--thanks to asset disposals and the deconsolidation of
terminals (sold to Terminal Link, CMA CGM's joint venture with
China Merchants Port Holdings Co., in early 2020)--combined with
better cash flow generation will result in much stronger credit
metrics than we previously expected. Under our base case, adjusted
FFO to debt will improve to 18%-20% in 2020, as compared with about
13% in 2019 and our April forecast of 10%-11%."

CMA CGM could achieve less volatile earnings in 2021-2022, despite
operational headwinds, while deployment of excess cash flow to
gradual debt reduction is essential for a rating upgrade.  The
container liner industry is tied to cyclical supply-and-demand
conditions and the EBITDA growth rate we forecast for CMA CGM in
2020 is unlikely to be sustainable, in S&P's view. In addition,
there is high uncertainty regarding the pandemic and economic
recession, their impact on global trade demand, and the
sustainability of CMA CGM's earnings and financial performance. As
such, a key challenge for CMA CGM will be turning EBITDA strength
into lasting value of $4.5 billion-$5.0 billion. This will depend
on industry players' stringent capacity management and
tariff-setting discipline, CMA CGM's ability to continue lowering
cost per container shipped (as demonstrated by a strong track
record of overachieving cost-reduction targets in the past few
years), and recovering bunker price inflation to counterbalance the
industry's cyclicality. Furthermore, given the inherent volatility
of the container shipping industry and associated swings in
earnings and cash flow, S&P considers that maintaining a prudent
financial policy underpinned by balanced investment decisions and
deployment of excess cash flow to gradual debt reduction are
critical and stabilizing factors of credit quality.

The company has the capacity to deleverage and increase headroom
under the improved credit measures for potential operational
underperformance and unforeseen setbacks.  S&P said, "Under our
base case, CMA CGM could achieve adjusted FFO to debt of 18%-20%
over 2020-2021, which is consistent with the higher 'BB-' rating,
but points to a relatively limited financial flexibility in the
context of the cyclical industry. We believe that CMA CGM's
operating cash flows could outpace capital expenditure (capex)
requirements in 2021 and 2022, creating scope for a further gradual
net debt reduction. This would provide CMA CGM with more financial
leeway under its improved credit measures for potential operational
underperformance and unforeseen setbacks, while maintaining
adjusted FFO to debt above 16% over the next two years. Although
this ratio is within our thresholds for the 'BB-' rating, we would
view such structural debt reduction and increased financial
flexibility as critical for a rating upgrade."

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

-- Health and safety

S&P said, "The positive outlook reflects a one-in-three likelihood
that we could upgrade CMA CGM over the next 12 months.

"We could raise the rating if we believed that CMA CGM would
maintain adjusted FFO to debt of more than 16%, which is our
threshold for a 'BB-' rating. This would be contingent on the
generally sustained pricing discipline by the industry players,
allowing CMA CGM to offset the likely sluggish (albeit recovering)
trade volumes and recover fuel cost inflation, and the company's
continued allocation of discretionary cash flow to debt reduction.
Given the industry's inherent volatility, an upgrade would also
depend on CMA CGM's ability to structurally reduce debt and achieve
an ample cushion under the credit measures for potential
fluctuations in EBITDA, combined with stronger liquidity and
regained access to capital markets.

"Furthermore, we would need to be convinced that management's
financial policy does not allow for significant increases in
leverage compared with lowered levels. This means that the company
will not embark on any unexpected significant debt-financed fleet
expansion or mergers and acquisitions, and that shareholder
remuneration will remain prudent.

"We would revise the outlook to stable if CMA CGM's earnings
weakened; for example, due to much lower trade volumes than we
anticipate, deteriorated freight rate conditions, and the inability
to offset fuel-cost inflation because of ineffective pass through
efforts or a failure to realize cost efficiencies. This would mean
adjusted FFO to debt deteriorating to less than 16%, with limited
prospects of improvement.

"An outlook revision to stable would also be likely if we noted any
unexpected deviations in terms of financial policy that would
prevent credit measures remaining consistent with a higher
rating."




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

ARBOUR CLO II: Moody's Confirms B2 Rating on Class F Notes
----------------------------------------------------------
Moody's Investors Service confirmed the ratings on the following
notes issued by Arbour CLO II Designated Activity Company:

EUR22,750,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2030, Confirmed at Baa2 (sf); previously on Jun 3, 2020 Baa2
(sf) Placed Under Review for Possible Downgrade

EUR26,500,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2030, Confirmed at Ba2 (sf); previously on Jun 3, 2020 Ba2 (sf)
Placed Under Review for Possible Downgrade

EUR10,250,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2030, Confirmed at B2 (sf); previously on Jun 3, 2020 B2 (sf)
Placed Under Review for Possible Downgrade

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

EUR235,750,000 Class A Senior Secured Floating Rate Notes due 2030,
Affirmed Aaa (sf); previously on May 15, 2017 Definitive Rating
Assigned Aaa (sf)

EUR22,000,000 Class B-1 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aa2 (sf); previously on May 15, 2017 Definitive Rating
Assigned Aa2 (sf)

EUR21,000,000 Class B-2 Senior Secured Floating Rate Notes due
2030, Affirmed Aa2 (sf); previously on May 15, 2017 Definitive
Rating Assigned Aa2 (sf)

EUR22,250,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed A2 (sf); previously on May 15, 2017 Definitive
Rating Assigned A2 (sf)

Arbour CLO II Designated Activity Company, issued in January 2015,
is a collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Oaktree Capital Management (UK) LLP. The transaction's
reinvestment period will end in May 2021.

The action concludes the rating review on the Class D, E and F
notes on June 3, 2020.

RATINGS RATIONALE

The rating confirmations on the Class D, E and F notes and rating
affirmations on the Class A, B-1, B-2 and C notes reflects the
expected losses of the notes continuing to remain consistent with
their current ratings despite the risks posed by credit
deterioration and loss of collateral coverage observed in the
underlying CLO portfolio, which have been primarily prompted by
economic shocks stemming from the coronavirus outbreak. Moody's
analysed the CLO's latest portfolio and considered the recent
trading activities as well as the full set of structural features.

Since the coronavirus outbreak widened in March, the decline in
corporate credit has resulted in a significant number of
downgrades, other negative rating actions, or defaults on the
assets collateralising the CLO.

The deterioration in credit quality of the portfolio is reflected
in an increase in Weighted Average Rating Factor (WARF) and of the
proportion of securities from issuers with ratings of Caa1 or
lower. According to the trustee report dated August 2020 the WARF
was 3351 [1], compared to value of 2939 [2] as of February 2020.
Securities with ratings of Caa1 or lower currently make up
approximately 7.4% [1] of the underlying portfolio. In addition,
the over-collateralisation (OC) levels have weakened across the
capital structure. According to the trustee report of August 2020
[1] the Class A/B, Class C, Class D, Class E and Class F OC ratios
are reported at 139.8%, 129.5%, 120.4%, 111.3% and 108.1% compared
to February 2020 [2] levels of 140.0%, 129.6%, 120.5%, 111.4% and
108.2% respectively.

Moody's notes that none of the OC tests are currently in breach and
the transaction remains in compliance with the following collateral
quality tests: Diversity Score, Weighted Average Recovery Rate
(WARR), Weighted Average Spread (WAS). However, the WARF test and
Weighted Average Life (WAL) are not passing as per the August
trustee report [1].

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base case,
Moody's analysed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR 389.8 million,
a weighted average default probability of 25.6% (consistent with a
WARF of 3368 over a weighted average life of 4.8 years), a weighted
average recovery rate upon default of 45.0% for a Aaa liability
target rating, a diversity score of 53 and a weighted average
spread of 3.5%.

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

In consideration of the current high uncertainties around the
global economy and the ultimate performance of the CLO portfolio,
Moody's conducted several additional sensitivity analyses
representing a range of outcomes that could diverge, both to the
downside and the upside, from its base case. Some of the additional
scenarios that Moody's considered in its analysis of the
transaction include, among others: additional near-term defaults of
companies facing liquidity pressure; additional OC par haircuts to
account for potential future downgrades and defaults resulting in
an increased likelihood of cash flow diversion to senior notes; and
some improvement in WARF as the global economy gradually recovers
in the second half of the year and future corporate credit
conditions generally stabilize.

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
corporate assets from the current weak global 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.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
August 2020.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in June 2020. Moody's concluded the
ratings of the notes are not constrained by these risks.

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

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

Additional uncertainty about performance is due to the following:

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

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

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


BLUEMOUNTAIN FUJI II: Moody's Confirms B2 Ratings on Class F Notes
------------------------------------------------------------------
Moody's Investors Service confirmed the ratings on the following
notes issued by BlueMountain Fuji EUR CLO II Designated Activity
Company:

EUR17,500,000 Class D Deferrable Mezzanine Floating Rate Notes due
2030, Confirmed at Baa2 (sf); previously on Jun 3, 2020 Baa2 (sf)
Placed Under Review for Possible Downgrade

EUR22,500,000 Class E Deferrable Junior Floating Rate Notes due
2030, Confirmed at Ba2 (sf); previously on Jun 3, 2020 Ba2 (sf)
Placed Under Review for Possible Downgrade

EUR9,800,000 Class F Deferrable Junior Floating Rate Notes due
2030, Confirmed at B2 (sf); previously on Jun 3, 2020 B2 (sf)
Placed Under Review for Possible Downgrade

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

EUR207,800,000 Class A Senior Secured Floating Rate Notes due 2030,
Affirmed Aaa (sf); previously on Jun 28, 2017 Definitive Rating
Assigned Aaa (sf)

EUR44,700,000 Class B Senior Secured Floating Rate Notes due 2030,
Affirmed Aa2 (sf); previously on Jun 28, 2017 Definitive Rating
Assigned Aa2 (sf)

EUR20,600,000 Class C Deferrable Mezzanine Floating Rate Notes due
2030, Affirmed A2 (sf); previously on Jun 28, 2017 Definitive
Rating Assigned A2 (sf)

BlueMountain Fuji EUR CLO II Designated Activity Company issued in
June 2017, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European and US
loans. The portfolio is managed by BlueMountain Fuji Management,
LLC. The transaction's reinvestment period will end in July 2021.

The action concludes the rating review on the Class D, E and F
notes initiated on June 3, 2020, "Moody's places ratings on 234
securities from 77 EMEA CLOs on review for possible downgrade".

RATINGS RATIONALE

The rating confirmations on the Class D, E and F notes and rating
affirmations on the Class A, B and C notes reflect the expected
losses of the notes continuing to remain consistent with their
current ratings despite the risks posed by credit deterioration,
which have been primarily prompted by economic shocks stemming from
the coronavirus outbreak. Moody's analysed the CLO's latest
portfolio and considered the recent trading activities as well as
the full set of structural features.

Since the coronavirus outbreak widened in March, the decline in
corporate credit has resulted in a significant number of
downgrades, other negative rating actions, or defaults on the
assets collateralising the CLO.

The deterioration in credit quality of the portfolio is reflected
in an increase in Weighted Average Rating Factor (WARF) and of the
proportion of securities from issuers with ratings of Caa1 or
lower. According to the trustee report dated 28 Aug 2020[1] the
WARF was 3362, compared to a value of 2929 as per the trustee
report dated 28 February 2020[2]. Securities with ratings of Caa1
or lower currently make up approximately 5.9% of the underlying
portfolio. In addition, the over-collateralisation (OC) levels have
slightly weakened across the capital structure. According to the
trustee report of Aug 2020[1] the Class A/B, Class C, Class D ,
Class E and Class F OC ratios are reported at 139.05%, 128.56%,
120.82%, 112.14% and 108.73% compared to February 2020[2] levels of
139.30%, 128.79%, 121.03%, 112.34% and 108.93% respectively.
Moody's notes that none of the OC tests are currently in breach and
the transaction remains in compliance with the following collateral
quality tests: Diversity Score, Weighted Average Recovery Rate
(WARR), and Weighted Average Spread (WAS).

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base case,
Moody's analysed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR 347.74m , a
defaulted par of EUR 4.75m including two additional defaults
compared to what is reported in Aug 2020 trustee report [1]
reflecting latest developments after release of Aug 2020 trustee
report [1], a weighted average default probability of 26.15%
(consistent with a WARF of 3362 over a weighted average life of
5.07 years), a weighted average recovery rate upon default of
46.05% for a Aaa liability target rating, a diversity score of 56
and a weighted average spread of 3.59%.

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

In consideration of the current high uncertainties around the
global economy and the ultimate performance of the CLO portfolio,
Moody's conducted several additional sensitivity analyses
representing a range of outcomes that could diverge, both to the
downside and the upside, from its base case. Some of the additional
scenarios that Moody's considered in its analysis of the
transaction include, among others: additional near-term defaults of
companies facing liquidity pressure; additional OC par haircuts to
account for potential future downgrades and defaults resulting in
an increased likelihood of cash flow diversion to senior notes; and
some improvement in WARF as the global economy gradually recovers
in the second half of the year and future corporate credit
conditions generally stabilize.

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
corporate assets from the current weak global 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.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
August 2020.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in June 2020. Moody's concluded the
ratings of the notes are not constrained by these risks.

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

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

Additional uncertainty about performance is due to the following:

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

  -- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.

  -- Other collateral quality metrics: Because the deal can
reinvest, the manager can erode the collateral quality metrics'
buffers against the covenant levels. However, as part of the base
case, Moody's considered spread and coupon levels higher than the
covenant levels because of the large difference between the
reported and covenant levels.

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


KEATING CONSTRUCTION: Applies to Enter Voluntary Examinership
-------------------------------------------------------------
Fearghal O'Connor at Independent.ie reports that Irish specialist
building firm Keating Construction has applied to the High Court to
enter voluntary examinership, blaming Covid-19, Brexit and the
current trading environment.

According to Independent.ie, examinership was granted on an interim
basis, to be confirmed at a hearing on Oct. 12.

The Clare-headquartered firm, which also has offices in Parkwest in
Dublin employs close to 200 people, has specialized in complex
marine construction projects around Ireland and Britain, including
the Dublin Port expansion, Independent.ie discloses.


MAN GLG II: Moody's Confirms B2 Rating on Class F Notes
-------------------------------------------------------
Moody's Investors Service confirmed the ratings on the following
notes issued by Man GLG Euro CLO II D.A.C.:

EUR17,300,000 Class D Deferrable Mezzanine Floating Rate Notes due
2030, Confirmed at Baa2 (sf); previously on Jun 3, 2020 Baa2 (sf)
Placed Under Review for Possible Downgrade

EUR19,200,000 Class E Deferrable Junior Floating Rate Notes due
2030, Confirmed at Ba2 (sf); previously on Jun 3, 2020 Ba2 (sf)
Placed Under Review for Possible Downgrade

EUR7,700,000 Class F Deferrable Junior Floating Rate Notes due
2030, Confirmed at B2 (sf); previously on Jun 3, 2020 B2 (sf)
Placed Under Review for Possible Downgrade

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

EUR207,000,000 Class A-1 Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Aug 23, 2019 Assigned Aaa
(sf)

EUR10,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on Aug 23, 2019 Affirmed Aaa (sf)

EUR43,900,000 Class B Senior Secured Floating Rate Notes due 2030,
Affirmed Aa2 (sf); previously on Aug 23, 2019 Affirmed Aa2 (sf)

EUR17,700,000 Class C Deferrable Mezzanine Floating Rate Notes due
2030, Affirmed A2 (sf); previously on Aug 23, 2019 Assigned A2
(sf)

Man GLG Euro CLO II D.A.C., issued in December 2016 and partially
refinanced in August 2019, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior secured
European loans. The portfolio is managed by GLG Partners LP. The
transaction's reinvestment period will end in January 2021.

The action concludes the rating review on the Class D, E and F
notes initiated on June 03, 2020.

RATINGS RATIONALE

The rating confirmations on the Class D, E and F notes and rating
affirmations on the Class A-1, A-2, B and C notes reflect the
expected losses of the notes continuing to remain consistent with
their current ratings despite the risks posed by credit
deterioration, which have been primarily prompted by economic
shocks stemming from the coronavirus outbreak. Moody's analysed the
CLO's latest portfolio and considered the recent trading activities
as well as the full set of structural features.

Since the coronavirus outbreak widened in March, the decline in
corporate credit has resulted in a significant number of
downgrades, other negative rating actions, or defaults on the
assets collateralising the CLO.

The deterioration in credit quality of the portfolio is reflected
in an increase in Weighted Average Rating Factor (WARF) and of the
proportion of securities from issuers with ratings of Caa1 or
lower. According to the trustee report of September 2020 [1], the
WARF was 3403 compared to a limit of 3088. Securities with ratings
of Caa1 or lower currently make up approximately 8.2% of the
underlying portfolio. In addition, the over-collateralisation (OC)
levels have weakened across the capital structure. According to the
September trustee report [1], the Class A/B, Class C, Class D,
Class E and Class F OC ratios are reported at 130.17%, 121.90%,
114.78%, 107.78% and 105.21% compared to March 2020 [2] levels of
133.00%, 124.55%, 117.27%, 110.13% and 107.5% respectively. Moody's
notes [1] that none of the OC tests are currently in breach and the
transaction remains in compliance with the following collateral
quality tests: Diversity Score, Weighted Average Recovery Rate
(WARR), Weighted Average Spread (WAS) and Weighted Average Life
(WAL).

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base case,
Moody's analysed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR 340.6 million,
a defaulted par balance of EUR 10.1 million, a weighted average
default probability of 25.68% (consistent with a WARF of 3409 over
a weighted average life of 4.76 years), a weighted average recovery
rate upon default of 44.11% for a Aaa liability target rating, a
diversity score of 54 and a weighted average spread of 3.91%.

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

In consideration of the current high uncertainties around the
global economy and the ultimate performance of the CLO portfolio,
Moody's conducted several additional sensitivity analyses
representing a range of outcomes that could diverge, both to the
downside and the upside, from its base case. Some of the additional
scenarios that Moody's considered in its analysis of the
transaction include, among others: additional near-term defaults of
companies facing liquidity pressure, and some improvement in WARF
as the global economy gradually recovers in the second half of the
year and future corporate credit conditions generally stabilize.

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
corporate assets from the current weak global 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.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
August 2020.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap providers,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in June 2020. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

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

Additional uncertainty about performance is due to the following:

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

  -- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.

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

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


NEW LOOK: Examinership "Only Means of Survival" for Irish Unit
--------------------------------------------------------------
Andrew Phelan at Independent.ie reports that New Look has said some
of its store landlords want the fashion retailer to take a "gamble"
that could result in the eventual winding up of its Irish arm, with
the loss of 475 jobs.

According to Independent.ie, a lawyer for the company told the High
Court that examinership was its "only means of survival" amid
ongoing financial losses due to the Covid-19 pandemic.

Kelley Smith BL said landlords opposing examinership instead wanted
the company to "keep going" until it reached the "precipice",
Independent.ie relates.

Mr. Justice Denis McDonald reserved judgment on whether to confirm
the appointment of an examiner to New Look Retailers (Ireland)
Limited, which operates 27 stores, Independent.ie notes.

An interim examiner will remain in place until the case comes back
before the court in two weeks, Independent.ie states.

At a continued hearing on Sept. 30, Ms. Smith responded to
submissions made earlier by Rossa Fanning SC, for the three
opposing landlords of four stores in Liffey Valley, Dublin; Navan,
Co Meath; Mullingar, Co Westmeath and Ballincollig, Co Cork,
Independent.ie relays.

She said sales were declining, with an independent analysis showing
a current drop of 49% on last year, Independent.ie notes.

She said the company had been trading at a loss since the beginning
of the pandemic and all indications were that it would continue to
do so "for the foreseeable future", according to Independent.ie.

She said a projected post-examinership cash figure of around
EUR11.2 million did not take into account liabilities such as rent
arrears, Independent.ie relates.

According to Independent.ie, an independent expert predicted both
cash flow and balance sheet insolvency by March 2021.

Ms. Smith said if New Look got to March and continued paying debts,
eventually the company was looking at liquidation, the loss of 475
jobs and the depletion of whatever dividend remained,
Independent.ie recounts.

According to Independent.ie, Mr. Fanning had said the company's
evidence was "speculative" but Ms. Smith said with the pandemic, it
was an "unprecedented retail environment" and there had to be some
looking forward.

Ms. Smith continued with significantly reduced income, the company
was bound into long-term leases on premises that were above market
rents and "over rented", at an estimated EUR4.5 million per annum,
Independent.ie discloses.

According to Independent.ie, she said if an examiner was appointed
the repudiation of leases became possible.

Mr. Justice McDonald proposed to continue with the interim
examiner, Ken Fennell of Deloitte and adjourned the case to Oct.
14, when he said he hopes to be able to deliver judgment,
Independent.ie notes.


ST. MARY'S CENTRE: High Court Issues Winding-Up Order
-----------------------------------------------------
Aodhan O'Faolain at The Irish Times reports that the High Court has
made orders formally winding up the operator of a south Dublin care
facility, which caters for vulnerable adults, and a nursing home.

Mr. Justice Michael Quinn made the order in respect of St. Mary's
Centre (Telford), after being informed that no appeal is being
brought against his decision not to appoint an examiner to the
company, The Irish Times relates.  The company had operated both
disability care facility for persons who are legally blind and a
nursing home on a campus beside St Vincent's Hospital on Merrion
Road in Dublin, The Irish Times discloses.

The company sought to wind up the facility, which is owned by the
Sisters of Charity order of nuns, because it would be unable to
meet redundancy payments of EUR950,000 arising from the
liquidation, The Irish Times states.

The firm also cited regulatory difficulties, concerns over future
funding from the HSE and an inability to comply with HIQA
recommendations to modernize its facilities as reasons why it
should be wound up, The Irish Times notes.  Lawyers representing
some of the care centre's residents, current and former staff,
applied to the court seeking to have the firm put into
examinership, even for a short period of time, to see if the
facility could be saved, The Irish Times relates.

The company and the provisional liquidators opposed the
examinership application, The Irish Times notes.

In his judgement, Mr. Justice Quinn, as cited by The Irish Times,
said the applicants had not made out that the company could be
preserved as a going concern and it should not be put into
examinership.

In addition, the court was not prepared in this case to use its
discretion to appoint an examiner, even for a limited period, The
Irish Times relays.

According to The Irish Times, at the High Court John Kennedy SC for
the residents said that following consultations his clients had
opted not to appeal the court's decision not to appoint an examiner
to the firm.

Rossa Fanning SC for the company and Andrew Fitzpatrick SC for the
liquidators submitted to the court that in light of the decision
the only option was to make the winding up orders, The Irish Times
says.  The judge made the winding up order after being satisfied
that the company was insolvent and unable to pay its debts, and
that it was just and equitable that an order be made for its
winding up, The Irish Times recounts.

Mr. Justice Quinn also confirmed the appointment of insolvency
practitioners Neil Hughes and Dessie Morrow of Baker Tilly as
official liquidators of the company, The Irish Times discloses.




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

DECO 2019-VIVALDI: Fitch Keeps 'B+' on D Notes on Watch Negative
----------------------------------------------------------------
Fitch Ratings has maintained Deco 2019 - Vivaldi S.r.L.'s notes on
Rating Watch Negative (RWN).

RATING ACTIONS

Deco 2019 - Vivaldi S.r.l.

Cl. A IT0005372435; LT A+sf Rating Watch Maintained; previously
A+sf

Cl. B IT0005372450; LT BBB+sf Rating Watch Maintained; previously
BBB+sf

Cl. C IT0005372468; LT BBsf Rating Watch Maintained; previously
BBsf

Cl. D IT0005372476; LT B+sf Rating Watch Maintained; previously
B+sf

TRANSACTION SUMMARY

The transaction is a 95% securitisation of two commercial mortgage
loans totalling EUR233.935 million to two Italian borrowers, both
sponsored by Blackstone funds. The loans are both variable-rate
(with variable margins) and each is secured on an Italian fashion
retail outlet village. The transaction benefits from a liquidity
facility of EUR10.5 million available to cover interest on the
class A and B notes, with which the facility commitment amortises
pro rata.

The two loans are both secured on established fashion outlets in
northern Italy. Franciacorta Outlet Village is 7km from the city of
Brescia in Lombardy, and 11.6 million people live within a
90-minute drive. The centre comprises 186 retail units spanning
across 36,803sqm. Palmanova Outlet Village is an open-air outlet
located in the municipality of Aiello di Friuli, in the province of
Udine, part of the Veneto Region in the north of Italy. It has an
estimated catchment area of about three million people within a
90-minute drive. It comprises 92 retail units across 22,204 sq m.

The properties are generally of good quality, attracting solid
occupational demand. The catchment areas support stable sales from
customers who view these outlets as attractive leisure
destinations. Performance has been declining since 1Q20 due to the
impact of the pandemic on these retail assets. Vacancy has
increased to 12.2% from 12.1% for Franciacorta and to 13.3% from
9.0% for Palmanova. Loan-to-value (LTV) ratios have remained stable
(65%) for both loans given their non-amortising nature and the lack
of updated valuations since closing. CMBS all-in debt yield has
sharply decreased to 7.15% and 5.7%, respectively, causing the
breach of the debt yield covenant and subsequent trigger for cash
trapping.

In order to answer the requests received from tenants, the sponsor
has implemented a rent relief strategy. The plan envisages a
discount of rent referring to the lockdown period and a 50%
discount on service charges, while for the remaining two quarters
until the end of the year rents will revert to turnover-only (with
a floor of 50% of base rent) plus 100% of service charge. In
exchange, the sponsor envisages an increase in the overall
portfolio lease lengths.

There is no evidence in recent letting information shared with
Fitch that indicates estimated rental values (ERV) had materially
fallen before the coronavirus containment measures were imposed.
Meanwhile, following the pandemic both valuations have been
delayed, leaving March 2019 as the most recent one. During 2Q the
transaction collected around 9.6% of gross rent, of which 13.7% for
Franciacorta and 1.0% for Palmanova. On a net rent basis,
collections stand at 1.6% of aggregate budgeted net operating
income (NOI), with Franciacorta collecting EUR0.2 million and
Palmanova reporting a negative NOI. Fitch infers from the continued
interest payments that the sponsor has injected funds in the
period, suggesting that it views this as a short-term problem and
one that has not eroded its equity in the collateral.

KEY RATING DRIVERS

Weak Collections Dampen Recovery Prospects: In line with the
servicer reports, the pandemic, and the closures of all retail
properties in the period from March to May 2020 have caused a
significant reduction in the turnover generated by the centres,
causing collections to drop to 9.6% of gross rent with the majority
of 2Q20 invoices deferred. This is a significant reduction in
collection rates that were at 64% in 1Q20.

Based on comparable transactions with more recent collections data
(ie post containment measures being lifted), Fitch expects
continued underperformance, and assume no rent will be received
until March 2021, followed by two successive quarters where Fitch
caps stressed income in each rating scenario at half the rent Fitch
would otherwise anticipate in its 'Bsf' rating analysis being
collected. This is in line with its worst-case scenario for
short-term cash-flow disruption.

Rebound Remains Uncertain: The viability of many retailers remains
questionable and will be tested as government support schemes roll
off in the next few months and economic distress intensifies. Until
an updated valuation or material evidence of reletting becomes
available, significant uncertainty about the rent-generating
potential of the properties will remain, which is reflected in the
notes being maintained on RWN.

RATING SENSITIVITIES

Current ratings: A+sf / BBB+sf / BBsf / B+sf

The change in model output that would apply with 0.8x cap rates is
as follows:

A+sf / A+sf / BBB+sf / BBB-sf

The change in model output that would apply with 1.25x rental value
declines is as follows:

A+sf / BBBsf / BBsf / Bsf

Coronavirus Downside Scenario Sensitivity

Fitch has added a Coronavirus Sensitivity Analysis that
contemplates a more severe and prolonged economic stress caused by
a re-emergence of infections in the major economies, before a slow
recovery begins in 2Q21. Under this severe scenario, Fitch reduces
the estimated rental value of each asset by 10%, with the following
change in model output:

Asf / BBB-sf / B+sf / CCCsf

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

A sustained improvement of consumer demand would allow retail
assets to resume full operation, with lesser disruption in consumer
behaviour and discretionary spend, which could lead to Positive
Outlooks or upgrades.

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

A prolonged period of social distancing measures could both weaken
liquidity support and dampen retail property values resulting in
further downgrades.

KEY PROPERTY ASSUMPTIONS (all by market value)

ERV haircuts: 10% Palmanova, 10% Franciacorta

Depreciation: 10%

'Bsf' weighted average (WA) cap rate: 6.0%

'Bsf' WA structural vacancy: 14.5%

'Bsf' WA rental value decline: 5.0%

'BBsf' weighted average (WA) cap rate: 6.5%

'BBsf' WA structural vacancy: 16.3%

'BBsf' WA rental value decline: 7.0%

'BBBsf' WA cap rate: 7.2%

'BBBsf' WA structural vacancy: 18.2%

'BBBsf' WA rental value decline: 9.0%

'Asf' WA cap rate: 7.9%

'Asf' WA structural vacancy: 20.1%

'Asf' WA rental value decline: 14.7%

Deco 2019 - Vivaldi S.R.L. has an ESG Relevance Score of 4 for Rule
of Law, Institutional and Regulatory Quality due to uncertainty of
the enforcement process in Italy which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

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 pool
and the transaction. 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.

Prior to the transaction closing, Fitch reviewed the results of a
third-party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.

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.


EMERALD ITALY 2019: Fitch Maintains BB- on C Notes on Watch Neg.
----------------------------------------------------------------
Fitch Ratings has downgraded Emerald Italy 2019 Srl's class A and B
notes and maintained all four classes of notes on Rating Watch
Negative (RWN).

The rating actions reflect the extraordinary uncertainty of
collections performance in the shopping centres despite stores
reopening. Since its last rating action, the underlying loan has
defaulted on interest.

RATING ACTIONS

Emerald Italy 2019 S.R.L.

Cl. A IT0005387896; LT A-sf Downgrade; previously Asf

Cl. B IT0005387953; LT BBBsf Downgrade; previously BBB+sf

Cl. C IT0005387961; LT BB-sf Rating Watch Maintained; previously
BB-sf

Cl. D IT0005387979; LT Bsf Rating Watch Maintained; previously Bsf


TRANSACTION SUMMARY

The transaction is a securitisation of a EUR105.8 million loan
(comprising a EUR100.4 million term loan and a EUR5.4 million capex
loan) to an Italian borrower sponsored by Kildare Partners. The
loan is variable-rate (hedged using a cap) and secured on three
average quality northern Italian shopping centres. The transaction
benefits from a liquidity facility of EUR5.2 million available to
cover interest on the class A and B notes, which amortises pro rata
with the liquidity facility commitment.

Since closing, EUR1.3 million of hard and soft amortisation funds
have been received, bringing the current loan balance down to
EUR104.5 million and reducing the loan-to-value ratio to 64.7% from
65.5% (both including the capex facility), albeit based on a legacy
valuation procured prior to closing, and which Fitch expects now
significantly overstates market value.

The loan defaulted in June as a result of very low rental
collections during the 2Q payment period. The received rental
income was insufficient as a result of tenants waiving rental
obligations and, in some cases, refusing to pay rent, given the
restrictions imposed on their trading during the initial pandemic
lockdown measures. The sponsor was unwilling to top up the debt
service shortfall, resulting in the loan payment default and
transfer to special servicing.

The borrower is now seeking consent from the servicer to amend
various lease payments due between March and December 2020, which
could lead to substantial rental discounts along with lease payment
frequency converting from quarterly to monthly until December 2020.
Despite calling an event of default on the loan, the servicer has
deferred calling for an updated valuation until September 30, 2020.
Provided the valuation provides visibility on the rental outlook
for the centres, Fitch would expect to incorporate this into its
analysis as Fitch look to resolve the RWN.

The shopping centres are in residential areas on the outskirts of
Milan and Brescia. All three were built in the 1990s and are in
reasonable condition (having been refurbished since construction),
but face local competition. There has been little lettings evidence
in the last two quarters, with a few more units becoming vacant
across the portfolio. Fitch has preserved the estimated rental
value (ERV) haircuts of 10%-20% applied in its last rating action
to reflect its view that several years of falling income will have
continued given the impact of the pandemic.

Each shopping centre is anchored by a food retailer, COOP in
Settimo and Metropoli, and Auchan in Rondinelle. In the case of the
two large malls, the anchor grocer is an owner-occupier. While not
included in the collateral, these stores should drive footfall,
although Fitch has no visibility on the operators' performance or
commitment to the sites. However, in Settimo COOP is a tenant and
has extended its unbroken commitment to 2031 from 2022 (albeit on a
lower rent).

KEY RATING DRIVERS

Weak Collections Dampen Recovery Prospects: Fitch estimates that
just under a quarter of gross passing rent was received in 2Q20,
which led to interest shortfalls on the most junior notes. The
following quarter saw collections deteriorate marginally, with only
21% of gross passing rent collected, and missed interest extending
up to the class C notes.

With consumer spending likely to be depressed and risk of future
containment measures, Fitch has tested for prolonged rental
underperformance. More specifically, Fitch assumes that no rent is
received until March 2021, followed by two successive quarters
where each rating scenario stressed rents are capped at 50% of what
would have otherwise been anticipated in its 'Bsf' rating analysis.


The haircuts in collections reduces cash flow availability for
interest service/cash sweep in the next 12 months and therefore act
as a drag on the ratings, by reducing principal bond recoveries
(net of unpaid loan interest). This contributes to the downgrades
of the class A and B notes. The ratings on the two more junior
tranches are constrained by the lack of liquidity support rather
than collateralisation, and as such can absorb the drag on net
principal recovery that prolonged depressed collections would
cause.

Rebound Remains Uncertain: As the pandemic suppression measures
were relaxed, there was no bounce-back in rental collections, which
instead dipped as tenants presumable prioritised working capital
needs and essential operating outgoings. With grocery-anchored rent
rolls, the collateral appears to be outperforming purely
fashion-focused properties in terms of rent collection. However,
the viability of many retailers remains questionable and will be
tested as government support schemes roll off in the next few
months and economic distress intensifies. Until an updated
valuation or material evidence of reletting becomes available,
significant uncertainty about the rent-generating potential of the
properties will remain, which is reflected in the notes being
maintained on RWN.

RATING SENSITIVITIES

Current ratings: 'A-sf'/'BBBsf'/'BB-sf'/'Bsf'

The change in model output that would apply with 0.8x cap rates is
as follows:

'AA-sf'/'Asf '/'BBBsf'/'BB+sf'

The change in model output that would apply with 1.25x rental value
declines is as follows:

'A-sf'/'BBBsf'/'BB-sf'/'Bsf'

Coronavirus Downside Scenario Sensitivity

Fitch has added a Coronavirus Sensitivity Analysis that
contemplates a more severe and prolonged economic stress caused by
a re-emergence of infections in the major economies, before a slow
recovery begins in 2Q21. Under this severe scenario, Fitch reduces
the estimated rental value of each asset by 10%, with the following
change in model output:

'BBB+sf'/'BB+sf'/'Bsf'/'B-sf'

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

A sustained improvement of consumer demand would allow retail
assets to resume full operation, with lesser disruption in consumer
behaviour and discretionary spend, which could lead to Positive
Outlooks or upgrades.

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

A prolonged period of social distancing measures could both weaken
liquidity support and dampen retail property values resulting in
further downgrades.

KEY PROPERTY ASSUMPTIONS (all by market value)

ERV haircuts: 20% Rondinelle, 10% Settimo, 15% Metropoli

Depreciation: 10%

'Bsf' weighted average (WA) cap rate: 6.1%

'Bsf' WA structural vacancy: 24.0%

'Bsf' WA rental value decline: 2.6%

'BBsf' weighted average (WA) cap rate: 6.7%

'BBsf' WA structural vacancy: 27.2%

'BBsf' WA rental value decline: 5.0%

'BBBsf' WA cap rate: 7.3%

'BBBsf' WA structural vacancy: 30.4%

'BBBsf' WA rental value decline: 7.4%

'Asf' WA cap rate: 7.9%

'Asf' WA structural vacancy: 33.6%

'Asf' WA rental value decline: 14.0%

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 pool
and the transaction. 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.

Prior to the transaction closing, Fitch reviewed the results of a
third-party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.

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

Emerald Italy 2019 S.R.L has an ESG Relevance Score of 4 for Rule
of Law, Institutional and Regulatory Quality due to uncertainty of
the enforcement process in Italy 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.


PIETRA NERA: Fitch Keeps 'CCC' on Class E Notes on Watch Neg.
-------------------------------------------------------------
Fitch Ratings has maintained Pietra Nera Uno S.R.L.'s notes on
Rating Watch Negative (RWN).

RATING ACTIONS

PIETRA NERA UNO S.R.L.

Cl. A IT0005324402; LT Asf Rating Watch Maintained; previously Asf


Cl. B IT0005324410; LT BBB-sf Rating Watch Maintained; previously
BBB-sf

Cl. C IT0005324428; LT BBsf Rating Watch Maintained; previously
BBsf

Cl. D IT0005324436; LT Bsf Rating Watch Maintained; previously Bsf


Cl. E IT0005324444; LT CCCsf Rating Watch Maintained; previously
CCCsf

TRANSACTION SUMMARY

The transaction is a securitisation of three commercial mortgage
loans totalling EUR403.8 million to Italian borrowers sponsored by
Blackstone funds. The loans are all variable rate (with variable
margins) and secured on four Italian retail properties - a Sicilian
shopping centre (Palermo loan) and three fashion retail outlet
villages (two for the Fashion District loan and another for the
Valdichiana loan). The transaction has a liquidity facility of
EUR14.9 million available to cover interest on the class A and B
notes, which amortises pro rata with the facility commitment.

Since closing, EUR3.8 million of amortisation funds have been
received, reducing the loan balance to EUR400 million. Since
closing, and based on valuations that have not been updated since
March 2019, the loan-to-value (LTV) ratio has decreased to 68.7%
from 75.0% for the Fashion District loan and to 62.7% from 71.0%
for the Valdichiana loan. The LTV for the Palermo loan has
increased to 81.3% from 76.4%. However, the general increase in
vacancy and the impact of the pandemic have caused the transaction
to trigger its debt yield covenants and activate the cash
trapping.

All the properties were built between 2003 and 2008 and are in good
condition. Valdichiana Outlet Village is in the province of Arezzo,
in central Italy, with a catchment of about three million people
within a 90-minute drive. The property comprises 134 retail units
and has occupancy by area of nearly 88%. Further north is Mantova
Outlet Village in Lombardy, the most populated region in Italy with
a catchment of nearly nine million people within a 90-minute drive.
The property has 122 units and is now 10% vacant, an increase from
8% of December 2019.

The remaining two properties are in southern Italy. Puglia Outlet
Village is 40 kilometres north of Bari and has 137 units, with a
vacancy rate of about 27.5% from 26.6% as of December 2019
(including the currently closed Phase 2). The only traditional
shopping centre in the transaction is in Palermo, which has 125
units, 98.8% of which are occupied.

Following the tenant requests, as of June 2020 the sponsor is
considering offering a support package to tenants during the
pandemic. The sponsor is seeking an extension of lease terms and
break options in exchange for moving tenancies to turnover leases
only floored by at least 50% of minimum rent plus service charges
until the end of the year. Following requests from tenants in Forum
Palermo, the sponsor has agreed to concede a rent discount
referring to the deferred payment of April and May. In exchange,
the sponsor expects to extend lease terms for the overall
portfolio.

There is no evidence in recent letting information shared with
Fitch that indicates estimated rental values (ERV) had materially
fallen before the coronavirus containment measures were imposed.
Meanwhile, following the pandemic, all four valuations have been
delayed, leaving March 2019 as the most recent one. Recent
collection data show a collapse in income in 2Q as a result of the
lockdowns imposed at that time. This led to negative net operating
income in the period, in line with its last rating actions (in
April). Fitch infers from the continued interest and principal
payments that the sponsor has injected funds in the period,
suggesting that it views this as a short-term problem and one that
has not eroded its equity in the collateral.

KEY RATING DRIVERS

Weak Collections Dampen Recovery Prospects: In line with the
servicer reports, the full closures of all properties during the
period from March to May have caused net rental income to collapse,
with the majority of 2Q invoices having been delayed. This shows
the significance of the impact of the pandemic on the portfolio,
which had collected nearly 81% of budgeted rent in 1Q.

Based on comparable transactions with more recent collections data
(ie post containment measures being lifted), Fitch expects
continued underperformance, and assume no rent will be received
until March 2021, followed by two successive quarters where Fitch
caps stressed income in each rating scenario at half the rent Fitch
would otherwise anticipate in its 'Bsf' rating analysis being
collected. This is in line with its worst-case scenario for
short-term retail cash-flow disruption.

Rebound Remains Uncertain: The viability of many retailers remains
questionable and will be tested as government support schemes roll
off in the next few months and economic distress intensifies. Until
an updated valuation or material evidence of reletting becomes
available, significant uncertainty about the rent-generating
potential of the properties will remain, which is reflected in the
notes being maintained on RWN.

RATING SENSITIVITIES

Current ratings: Asf / BBB-sf / BBsf / Bsf / CCCsf

The change in model output that would apply with 0.8x cap rates is
as follows:

A+sf / A-sf / BBB+sf / BB+sf / CCCsf

The change in model output that would apply with 1.25x rental value
declines is as follows:

A-sf / BB+sf / BB-sf / B-sf / CCCsf

Coronavirus Downside Scenario Sensitivity

Fitch has added a Coronavirus Sensitivity Analysis that
contemplates a more severe and prolonged economic stress caused by
a re-emergence of infections in the major economies, before a slow
recovery begins in 2Q21. Under this severe scenario, Fitch reduces
the estimated rental value of each asset by 10%, with the following
change in model output:

BBBsf / BB-sf / Bsf / CCCsf / CCCsf

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

A sustained improvement of consumer demand would allow retail
assets to resume full operation, with lesser disruption in consumer
behaviour and discretionary spend, which could lead to Positive
Outlooks or upgrades.

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

A prolonged period of social distancing measures could both weaken
liquidity support and dampen retail property values resulting in
further downgrades.

KEY PROPERTY ASSUMPTIONS (all by market value)

ERV haircuts: 10% Palermo, 10% Valdicchiana, 10% Mantova, 10%
Puglia Outlet

Depreciation: 10%

'Bsf' weighted average (WA) cap rate: 6.6%

'Bsf' WA structural vacancy: 15.8%

'Bsf' WA rental value decline: 5%

'BBsf' weighted average (WA) cap rate: 7.2%

'BBsf' WA structural vacancy: 17.7%

'BBsf' WA rental value decline: 7%

'BBBsf' WA cap rate: 7.9%

'BBBsf' WA structural vacancy: 19.8%

'BBBsf' WA rental value decline: 9%

'Asf' WA cap rate: 8.5%

'Asf' WA structural vacancy: 21.8%

'Asf' WA rental value decline: 13.2%

Pietra Nera Uno S.R.L. has an ESG relevance score of '4' for Rule
of Law, Institutional and Regulatory Quality due to uncertainty of
the enforcement process in Italy which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

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 pool
and the transaction. 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 monitoring.

Prior to the transaction closing, Fitch reviewed the results of a
third-party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.

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.




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

PRECISE MIDCO: Moody's Affirms 'B3' CFR Amid EUR345MM Financing
---------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
(CFR) and B3-PD probability of default rating (PDR) on Precise
Midco B.V. (Exact) following the company's announcement of a
proposed EUR345 million debt financing. Concurrently, Moody's has
affirmed the B2 ratings on the existing EUR450 million guaranteed
senior secured term loan B1 maturing in 2026 and the pari passu
ranking EUR50 million guaranteed senior secured RCF maturing in
2025, and has assigned a B2 rating to the proposed EUR345 million
add-on senior secured term loan B2 due 2026, all borrowed by
Precise Bidco B.V. The proceeds are expected to be used to fund the
planned acquisition of Unit4 Bedrijfssoftware (U4B), which is due
to close in Q4 2020. The outlook remains stable.

"Exact has performed well since 2019, but the proposed all-debt
funded acquisition will result in a significant increase in
Moody's-adjusted leverage to very elevated levels of above 8.0x"
says Fabrizio Marchesi, a Moody's Vice President - Senior Analyst
and lead analyst for Exact. "That said, leverage is expected to
improve to below the 7.5x threshold consistent with a B3 CFR over
the next 12-18 months, on the back of our expectations for
continued gains in revenue and profitability, while free cash flow
is forecast to remain at around 5% of adjusted debt" added Mr.
Marchesi.

RATINGS RATIONALE

Exact's financial performance was solid in 2019, with the company
registering revenue and company-adjusted EBITDA growth of 12% and
34%, respectively, when compared to prior year, and generating 8%
of Moody's-adjusted free cash flow (FCF) to debt. At the same time,
Exact's financials have been resilient in the context of the
coronavirus pandemic and ensuing global economic slowdown, with
revenue and EBITDA rising 6% and 16%, respectively, in H1 2020.
This allowed the company to reduce Moody's-adjusted leverage
materially to 6.3x as at June 30, 2020, from 8.4x at the time of
the leveraged buyout (LBO) by KKR in 2019.

The proposed acquisition of U4B makes sense from a strategic
standpoint, as it will strengthen Exact's overall market position
in the Netherlands and augment its standing in several business
verticals, and enhances the company's business profile. That said,
the all-debt funded nature of the transaction will lead to a
significant re-leveraging of Exact's capital structure to levels
that are broadly in line with the elevated levels following the
2019 LBO.

Moody's believes that Exact has good deleveraging potential based
on its track record of top-line growth, gains in profitability, and
increasing demand for its software solutions, although a certain
degree of execution risk exists, given the company's exposure to
small- and medium-sized businesses (SMEs) and micro businesses,
which are more sensitive to financial distress from weak
macroeconomic conditions, and integration risk related to the
proposed acquisition exists. Overall, the rating agency forecasts
that, excluding the acquisition of U4B, the company's revenue will
increase towards EUR260 million in 2020 and EUR270 million in 2021,
with Moody's-adjusted EBITDA rising towards EUR120 million and
EUR125 million over the same period and FCF generation of over
EUR50 million per year from 2020 onwards.

Exact's B3 CFR primarily reflects its high Moody's-adjusted
leverage of 8.4x proforma the planned acquisition of U4B, which is
nonetheless expected to decline towards 7.4x by December 2020,
based on proforma Moody's-adjusted EBITDA of around EUR145 million,
and 7.0x by year-end 2021.

The company's credit profile is also constrained by (1) its limited
size and geographic concentration in the Netherlands, (2) the
company's exposure to small- and medium-sized businesses (SMEs) and
micro-businesses, which are more exposed to the impact of an
economic downturn, as well as (3) the risk of additional
debt-funded acquisitions or shareholder distributions.

These factors are mitigated by (1) Exact's solid market position
and scale in its domestic market of the Benelux; (2) the
significant proportion of recurring revenue, which is supported by
large and fast-growing contributions from cloud and software
subscription contracts; and (3) its track record of solid revenue
and EBITDA growth as well as positive FCF generation.

LIQUIDITY

Exact's liquidity is good. As at June 30, 2020, the company held
EUR45 million of cash on balance, while cash on balance is forecast
at EUR40 million PF for the planned acquisition. Exact's liquidity
is also supported by its EUR50 million RCF, which remains undrawn,
as well as Moody's expectation of positive FCF generation, which
Moody's forecasts will be in the mid-single digits as a percentage
of Moody's-adjusted debt from 2020 onwards. Moody's notes that the
RCF is subject to a springing financial covenant which requires net
secured leverage to remain below 8.75x and is tested if the RCF is
drawn by more than 40%.

STRUCTURAL CONSIDERATIONS

The B2 ratings on Exact's existing EUR476 million senior secured
term loan B maturing in 2026, the new EUR345m senior secured term
loan B2 maturing in 2026, and the pari passu ranking EUR50 million
senior secured RCF maturing in 2025, are rated B2, one notch above
the CFR, reflecting their priority ranking ahead of the second lien
facility due 2027.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Exact will (1)
maintain good momentum in revenue and EBITDA growth, without
increases in churn, (2) not make any material debt-funded
acquisitions or shareholder distributions, such that
Moody's-adjusted leverage will reduce to below 7.5x, and Moody's
adjusted FCF/debt remains above 5% per annum, over the next 12 to
18 months.

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

Positive pressure on the ratings could develop if Exact continues
to record growth in revenue and Moody's-adjusted EBITDA, leading to
a decline in Moody's-adjusted leverage towards 6.0x, with
Moody's-adjusted FCF/debt above 5%, both on a sustained basis. Any
positive rating action would also hinge on the absence of material
debt-funded acquisitions or shareholder distributions.

Conversely, negative rating pressure could materialise if (1)
expected organic revenue and EBITDA growth does not materialize or
churn increases, (2) Moody's-adjusted leverage does not reduce
towards 7.5x within 18 months, or (3) FCF generation turns
negative.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
Industry published in August 2018.

Founded in 1984 and headquartered in Delft, the Netherlands, Exact
is an enterprise resource planning (ERP) and accounting software
provider for SMEs with up to 500 employees. The company has over
480,000 clients, which include accountancy firms, mid-market
businesses and small businesses, located primarily in the
Netherlands and the rest of the Benelux. In the year ending
December 2019, the group generated revenue of EUR243 million and
adjusted EBITDA of EUR100 million. Exact is organised along two
business segments: (1) Mid-market Solutions ("MMS"), which provides
ERP solutions to mid-market clients along a traditional on-premise
(license/maintenance or subscriptions) business model and (2) Small
Business and Accountants (SB&A), which provides accountancy and
industry-specific ERP solutions along a cloud-based subscription
model.


PRECISE MIDCO: S&P Lowers ICR to 'B-' on Debt-Funded Acquisition
----------------------------------------------------------------
S&P Global Ratings lowered its issuer and issue ratings on Dutch
ERP provider Precise Midco B.V. (Exact), Exact's holding company,
to 'B-' from 'B', and assigned a 'B-' issue rating to the proposed
EUR345 million first-lien term loan.

S&P said, "The stable outlook reflects our expectation that Exact's
revenue and EBITDA will continue to increase by 5%-7% over the next
12 months, and of sound free operating cash flow (FOCF) in excess
of EUR60 million in 2021.

"We believe Exact's debt-funded acquisition reflects a more
aggressive financial policy than previously anticipated.

S&P said, "On Sept. 16, 2020, Exact announced the acquisition of
Unit4's (we rate its holding company AI Avocado Holding B.V. at
B-/Stable/--) domestic accountancy and SME software solutions for
EUR368 million. Exact intends to finance the transaction with a
proposed debt issuance of EUR395 million, comprising a EUR345
million first-lien term loan and a EUR50 million second-lien term
loan. This will increase the company's total debt to more than EUR1
billion. We consider the financing structure aggressive because of
the absence of equity contributions and Exact's still-high
leverage, although we note this decreased following Exact's
leveraged buyout in March 2019. Furthermore, we note a small
portion of the new debt will be used for general corporate
purposes, including potential bolt-on acquisitions. We believe this
reflects a continuing risk of mergers and acquisitions (M&As) in
the short-to-medium term. We now forecast Exact's S&P Global
Ratings-adjusted debt to EBITDA at about 8.5x in 2020 on a
pro-forma basis, contrary to our previous expectations that
leverage would reduce to about 7.0x on a stand-alone basis. In
addition, while we see solid deleveraging capabilities in 2021, we
think these may be constrained by Exact's aggressive financial
policy. In particular, we see a risk that Exact will raise
additional debt to pursue further acquisitions or dividend recaps
on the back of strong growth.

"We believe Exact's scale will increase and its competitive
position will improve post the transaction, but foresee limited
cost synergies in the next 12 months.

"We think the acquisition will increase Exact's competitiveness in
Benelux (Belgium, the Netherlands, and Luxembourg) because of the
combined company's bigger scale, expanded customer base, enriched
product offering, and additional capabilities. We forecast Exact's
pro-forma revenue will be more than EUR320 million in 2020 compared
with about EUR250 million in 2019, given the transaction will
provide access to another 5,200 accountancy firms and 26,000 SMEs.
The acquisition also complements Exact's product portfolio, adding
tax, audit and control, and customer relationship management
products, thus creating cross-selling opportunities. Additionally,
the acquired business has a very favorable revenue mix, with a high
recurring revenue of 95%, of which 68% is software-as-a-service
(SaaS) based. We think, however, Exact's plan to operate the entity
independently will entail much lower integration risk, but will
result in limited cost synergies. In addition, while the
acquisition will lead to consolidation in the Dutch market, we do
not consider it transformative for Exact's business risk profile
given the company will continue to maintain a relatively niche
focus in a single and relatively mature market."

Although Exact's operational performance remained resilient against
COVID-19 impact, medium-term operational uncertainties remain due
to the company's large SME exposure.

Exact's pro-forma revenue increased by 6.1% in first-half 2020,
largely due to the performance of its small business and
accountancy (SB&A) segment, while its customer churn rate decreased
slightly, remaining below 6%. S&P said, "We think this solid
operational performance, despite the global recession, was thanks
to the company's mission critical products for accountancy firms
and SMEs, its advanced position in comparison with peers' in
transitioning to SaaS and a subscription-based pricing model, and
its high recurring revenue of about 90%. That said, we think
uncertainties regarding economic recovery and discontinuance of
government funding programs could lead to somewhat weaker
operational results for Exact than in our base case, given its SME
focus."

S&P said, "The stable outlook reflects our expectation that Exact's
revenue and EBITDA will continue to increase by 5%-7% over the next
12 months, and of sound FOCF in excess of EUR60 million in 2021.

"We think rating downside is remote because of the company's sound
cash flow generation and comfortable liquidity position. However,
we could lower the rating if worse-than-expected economic recovery
leads to a surge in Exact's churn rate, a weaker operational
performance, and FOCF approaching breakeven.

"We see limited upside at this stage because of the company's
highly leveraged capital structure, and our expectation that it
will likely pursue an aggressive debt-funded M&As or dividend
distribution on the back of its strong operational performance.

"However, we could raise the rating by one notch if Exact's
leverage declines to well below 8x on a sustained basis, FOCF to
debt remains above 5%, and the company demonstrates a commitment or
sufficient track record of maintaining these ratios."




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

SAMARA OBLAST: S&P Affirms 'BB+' LongTerm ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' foreign and local currency
long-term issuer credit ratings on Russian region Samara Oblast.
The outlook is stable.

Outlook

S&P said, "The stable outlook reflects our expectation that,
despite the projected economic recession, substantially lower oil
prices, and decreased tax revenue resulting from the pandemic,
significant subsidies from the central government will contain the
annual budget deficit after capital accounts to below 5% of total
revenue on average. This will help the oblast retain a modest debt
burden. We also assume the oblast will maintain a solid liquidity
position, tapping capital markets and arranging committed
facilities."

Downside scenario

S&P could lower the rating if the pandemic led to a much deeper
economic contraction, with a slower recovery causing a more
prolonged commodity price decline, or if the federal government
materially reduced its transfers to Russian regions. In that case,
the oblast's financial management might find it difficult to
balance its budget, leading to a structurally wider deficit.

Upside scenario

S&P could consider raising the rating if Samara Oblast's financial
planning became more reliable, while the region managed to achieve
sustainable, sound budgetary performance and liquidity throughout
periods of economic difficulties.

Rationale

S&P said, "We expect that economic performance in Russian regions,
including Samara Oblast, will follow the country's recessionary
trend in 2020 but pick up in 2021. Despite deterioration of
budgetary performance, we believe that Samara Oblast will continue
to achieve operating surpluses. We assume that Samara oblast will
maintain high capital expenditure, compensated by transfers from
the central government. We estimate the deficit after capital
accounts at 3%-4% of total revenue in 2020. This is better that the
average 6%-9% deficit we expect for Russia's local and regional
government (LRG) sector.

Moderate deficits will allow the region to keep its tax-supported
debt low--at slightly above 30% of consolidated operating revenue,
through 2022--which will continue to support the rating. S&P also
believes that Samara Oblast will retain its sound liquidity
position over this period, owing to its regular presence on the
bond market and recently contracted credit lines with large Russian
banks.

At the same time, the volatility of the institutional setting under
which Russian regions operate, relatively low wealth levels, and
decline of the local and national economies in 2020 will continue
to constrain the rating.

A centralized institutional framework and limited growth prospects
constrain the rating

Under Russia's volatile and unbalanced institutional framework,
Samara's budgetary performance is significantly affected by the
federal government's decisions regarding key taxes, transfers, and
expenditure responsibilities. S&P estimates that federally
regulated revenue will continue to make up more than 95% of
Samara's budget revenue, which leaves very little revenue autonomy
for the region. The application of the consolidated taxpayer group,
the tax payment scheme used by corporate taxpayers since 2012,
continues to undermine the predictability of corporate profit tax
(CPT) payments. At the same time, the region is participating in
the restructuring of budget loans outstanding,  supports its
liquidity but constrains its budgetary and debt policies.

S&P said, "Samara Oblast is one of Russia's key industrial regions,
but we believe that the country's economic contraction will put
pressure on the region's wealth levels. We forecast that national
GDP per capita will fluctuate at $6,800-$7,900 in 2020-2022 versus
the national average of $9,700-$11,800. Furthermore, we still
believe revenue remains exposed to tax changes for the oil
production and refining industry. However, in our view, the
oblast's tax base is less concentrated than that of Russian peers
more exposed to commodity and mineral-extraction activities.

"In our view, despite a reduction in tax revenue, the oblast has
sufficient flexibility to balance its budget in case of a revenue
shortfall. Samara's financial management has a strong track record
of cost control, as shown in previous turbulent years. However,
similar to most national peers, the region lacks reliable
medium-to-long-term financial planning and mechanisms to
counterbalance tax revenue volatility."

Deficits should remain moderate, despite an expected decline in tax
revenue

S&P said, "We believe that the oblast's operating balances will
weaken, and the region will return to posting modest deficits after
capital accounts in 2020-2022 following strong surplus years. The
deterioration will primarily reflect the decline in average oil
prices in 2020, which is influencing the performance of some of the
oblast's largest taxpayers; and the economic effect of the COVID-19
pandemic, leading to lower expected CPT revenue.

"Moreover, we consider that capital expenditure will increase due
to the implementation of national development projects, announced
by the Russian president in 2018, but compensated by additional
earmarked transfers from the central government. In our view, the
deficits will result in tax-supported debt at slightly above a
modest 30% of consolidated operating revenue through 2022. We note
that the debt of government-related entities doesn't constitute a
major burden for Samara Oblast.

"We anticipate that modest deficits, accumulated cash holdings,
planned borrowings, and open credit lines will allow the oblast to
maintain sufficient liquidity coverage. However, Samara's cash
reserves are likely to decrease to compensate for the CPT decline
and high capital expenditure in 2020. We also believe that Samara
will continue to tap the bond market over 2021-2022 following its
successful Russian ruble (RUB) 5 billion ($68 million) placement in
August 2020. The oblast enjoys a smooth repayment schedule with
evenly spread maturities, partly thanks to restructuring of budget
loans restructuring. We also believe that it has satisfactory
access to external liquidity, given its regular presence on the
Russian bond market, proven track record of obtaining financing
even when market conditions are tight, and continuous liquidity
support from the federal treasury.

"We also note Samara's well-established relationships with several
domestic banks, which could help it secure financing to offset the
projected revenue contraction. Samara Oblast obtained RUB3 billion
of open credit lines in 2020 and is expected to negotiate another
RUB5 billion before the end of the year."

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

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

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

  Ratings List

  Ratings Affirmed

  Samara Oblast
   Issuer Credit Rating   BB+/Stable/--
   Senior Unsecured       BB+




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

AERNNOVA AEROSPACE: S&P Lowers ICR to 'B', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Aernnova Aerospace Corp. S.A. to 'B' from 'B+'. S&P also lowered
its issue rating on the group's debt to 'B' from 'B+'.

The negative outlook reflects the risk that demand for new aircraft
could be lower than S&P currently expects, which would lead Airbus
to further cut production and Aernnova to engage in a higher level
of restructuring than it currently anticipate.

S&P said, "The effects of the COVID-19 pandemic materially harmed
Aernnova's results in the six months to June 2020, and the group's
profitability and cash flows are considerably weaker than we
previously expected.   The civil aerospace sector outlook is
bleaker than it was when we assigned our issuer credit rating to
Aernnova and the group's key customer, Airbus, has lowered the
production rates of many of its aircraft platforms. We have
therefore lowered our expectations for the group's 2020 and 2021
credit metrics. We recently updated our global air passenger
traffic forecasts to reflect the weaker outlook for the civil
aerospace sector (see "From Bad To Worse: Global Air Traffic To
Drop 60%-70% In 2020," published Aug. 12, 2020). We now expect air
passenger traffic to fall by as much as 60%-70% in 2020 versus
2019. This is weaker than the 50%-55% drop we forecasted at the end
of May 2020. We also expect air passenger traffic to decline by
30%-40% in 2021 compared with the 2019 base, and we foresee a
gradual recovery to pre-pandemic levels by 2024. We expect regional
travel will recover more quickly than international and long-haul
travel, and that future demand for new aircraft will be weighted
toward narrow-body and single-aisle aircraft."

Airlines are restructuring and downsizing their fleets to cope with
the lower demand, and aircraft original equipment manufacturers
(OEMs) Airbus and Boeing have lowered their aircraft production
rates, with the deepest cuts made to wide-body production (see
Related Research for our latest publications on these companies).
Since Airbus is Aernnova's largest customer, the reduction in
Airbus' production rates will also affect Aernnova's production
volumes, revenue, and absolute EBITDA, putting pressure on
Aernnova's S&P Global Ratings-adjusted credit metrics. Despite the
group's ongoing progress in restructuring the business, lowering
headcount, cutting capital expenditure (capex), and consolidating
production sites, this collapse in profitability and cash flows
means that our adjusted credit metrics for Aernnova will be
effectively nonmeaningful in 2020 and very depressed in 2021.

Management's prudent actions earlier in 2020 have bolstered
Aernnova's liquidity and given it the resources to fund rightsizing
the business through this challenging period.   Aernnova executed a
EUR490 million refinancing earlier in 2020 and postponed a
shareholder dividend. It also secured new loans totaling EUR20
million guaranteed by the Spanish government and another EUR88
million loan from the Spanish government for capex in programs and
research and development activities. These actions have resulted in
a good liquidity position. The group has repaid the EUR35 million
that it drew under its RCF in first quarter (Q1) 2020. Furthermore,
with EUR227 million of total cash at the end of June 2020 and
without debt maturities in the next two years (the Term Loan B only
comes due in 2026), S&P estimates Aernnova has enough cash to
weather the pandemic, rightsize the business, and invest capex if
it decides to pursue adjacent opportunities.

S&P said, "Despite the required rightsizing to match lower OEM
demand, we do not view Aernnova's business model as impaired in the
longer term.   Aernnova continues to occupy niche, market-leading
positions, and it has key relationships with major civil aerospace
customers. We also see some geographic concentration compared with
its peer group. The majority of Aernnova's revenue comes from a few
core markets: Spain (about 45% of revenue), the rest of the EU
(about 20%), the U.S. (about 10%), Brazil (about 10%), Canada
(about 8%), and the U.K. through the acquisition of Hamble in 2020.
Furthermore, we note the group's position as a tier 1 and tier 2
supplier with a high customer concentration. OEMs--the companies
that design, assemble, and market complete aircraft--and tier 1
suppliers--those that produce large assemblies or
components--generally face a limited number of competitors. For
tier 2 and lower suppliers, which produce smaller assemblies or
basic parts or components, there are generally many more
competitors. We also think the group will be able to cut costs by
reducing labor costs to offset the decrease in production demand.
We therefore expect the group's adjusted EBITDA margins will
gradually increase to at least 10% in 2021. A swift recovery in
profitability to this level would underpin our assessment of the
business risk profile as fair, as well as the issuer credit
rating.

"We view positively Aernnova's experienced management, as well as
the owners' commitment to support the group.  We now assess the
group's financial policy as Financial Sponsor-6, reflecting the
peak in leverage in 2020 due to the macroeconomic environment and
the decrease in demand stemming from the COVID-19 pandemic. The
company has a clear strategic planning process and management is
well experienced and incentivized--the chairman, chief executive
officer (CEO), chief operating officer, chief corporate officer,
and chief financial officer have almost 60 years of combined
experience at Aernnova. The chairman, CEO, and senior management
own a 24.2% stake in the company. Furthermore, we note positively
that the external shareholders Towerbrook (approximate 37.6%
share), Peninsula Capital (about 14.7%), and Torreal (about 10%)
postponed the payment of EUR100 million dividends earlier in 2020
to give the group flexibility and a liquidity cushion as the
pandemic started to affect the industry."

Although Aernnova is majority owned by financial sponsors,
management showed a commitment to keep debt to EBITDA well below 5x
prior to the outbreak of COVID-19.

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

-- Health and safety

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."

S&P said, "The negative outlook reflects the global decrease of new
aircraft demand and Airbus' production rate reduction. We now see
some risk that Aernnova might not maintain credit metrics
commensurate with the rating--specifically, adjusted EBITDA margins
recovering to at least 10% in 2021, at least neutral free operating
cash flow (FOCF), and funds from operations (FFO) cash interest
coverage of more than 2.5x over our 12-month rating horizon.

"We could lower the rating on Aernnova if the company could not
operate further production cuts, resulting in FOCF turning negative
on a sustainable basis, or in an FFO-cash-interest-coverage ratio
below 2.5x without the prospect of swift improvement. We could also
lower the rating if the ratio of liquidity sources to uses were to
decrease to less than 1.2x.

"We could revise the outlook back to stable if Aernnova were to
increase EBITDA margins toward 10%, with continued positive FOCF
and FFO cash interest coverage above 2.5x, supported by positive
industry trends, adequate liquidity, and robust operating
performance."




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

CEVA LOGISTICS: S&P Alters Outlook to Positive & Affirms 'B+' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on CEVA Logistics AG (CEVA)
to positive from negative, following the same action on CMA CGM,
and affirmed its 'B+' issuer credit and issue ratings on the
company and its secured debt.

The positive outlook is aligned with that on the parent and
reflects a one-in-three probability that S&P could upgrade CEVA
over the next 12 months.

The COVID-19 pandemic is constraining the pace of operational
performance improvement at CEVA.   S&P said, "We expect CEVA's S&P
Global Ratings-adjusted EBITDA in 2020 to remain at least flat
compared with its 2019 level. This is based on our view that the
strength in air yields supporting the positive performance of the
air freight business and gains from the ongoing implementation of
the transformation plan are offset by the weakness of other
business segments. That said, we do not expect CEVA to be a
positive contributor to group's free operating cash flow (FOCF;
after lease payments) over the next 12 months."

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 debt reduction measures are having a positive effect on CEVA's
financial profile.   In third-quarter 2020, CEVA made an early
repayment of its $333 million senior bridge facility from the cash
injection from the parent, CMA CGM, and redeemed the drawings under
its U.S. and Australian securitization facilities at their maturity
dates by drawdowns on the new securitization. S&P said, "On the
back of reduced debt, we expect CEVA's financial risk profile to
improve to the aggressive category from highly leveraged as stated
in our April review, with adjusted funds from operations (FFO) to
debt exceeding the 12% threshold."

S&P continues viewing CEVA's business risk profile as weak.   This
is because of CEVA's participation in the highly fragmented,
sensitive-to-macroeconomic-conditions, and thin-margin logistics
industry, competing against larger players, which weighs on its
growth prospects and profitability. These constraints are only
partly offset by the company's long-standing client relationships
across broadly diversified end markets and its markedly reducing
exposure to underperforming contracts. CEVA's low margins and
ongoing cash burn, reflected in the application of a negative
comparative rating analysis modifier, further constrain CEVA's
stand-alone credit profile (SACP) at 'b'.

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

-- Health and safety

S&P said, "The positive outlook is aligned with that on the parent
and reflects a one-in-three probability that we could upgrade CEVA
over the next 12 months.

"We could raise the rating on CEVA if CMA CGM were upgraded on the
back of sustainably strengthened credit metrics with adjusted FFO
to debt of more than 16%, which is our threshold for a 'BB-'
rating, combined with stronger liquidity and regained access to
capital markets.

"We would revise the outlook to stable if we took a similar action
on CMA CGM, triggered by the parent's adjusted FFO to debt
deterioration to less than 16%, with limited prospects of
improvement. Additionally, we could lower our rating on CEVA if we
changed our view on its status as a core group entity and its SACP
did not strengthen to 'b+' in the meantime."




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

HOTTER: Closes Ipswich, Colchester Stores Permanently
-----------------------------------------------------
Judy Rimmer at Ipswich Star reports that popular shoe retailer
Hotter has confirmed its stores in Ipswich and Colchester are
closing permanently following the coronavirus lockdown.

According to Ipswich Star, the Ipswich branch has also been removed
from the store locator on the Hotter website, together with the
store in Trinity Square, Colchester.

This leaves the nearest stores as the ones in Norwich, Cambridge
and Southend, Ipswich Star notes.

The footwear retailer launched a company voluntary arrangement
(CVA) in July and announced at that time many of its stores would
close, Ipswich Star recounts.


PIZZA EXPRESS: Gets Court Okay to Take Restructuring Plan to Vote
-----------------------------------------------------------------
Paige Long at Law360 reports that a judge granted Pizza Express
permission on Sept. 30 to take a planned restructuring to creditors
for approval, after the restaurant chain said it is facing a
liquidity crisis because of the COVID-19 pandemic.

According to Law360, Judge Alastair Norris said the pandemic and
the subsequent lockdown measures that have been put in place in the
U.K. "threaten to devastate whole sections of the casual dining
sector, which was already facing a challenging environment."

The judge said he was satisfied Pizza Express Financing 2 Ltd.
should convene three separate meetings with its creditors and
shareholders to vote on the plan, Law360 relates.  If they approve,
the plan will then be reviewed for a sanctions hearing set for the
end of October, Law360 states.

The restructuring is part of a wider refinancing that the group
company, which has nearly 12,000 employees, has drawn up to reduce
its indebtedness by about GBP1 billion (US$1.29 billion), Law360
notes.

According to Law360, David Allison QC, counsel for the chain, told
the judge that while Pizza Express has been able to reopen 346 of
the 450 restaurants in the U.K. that were forced to close in March,
it still faces "serious financial difficulties" and projections
show that its cash flow will fall to zero by Nov. 9 unless the
restructuring takes place.

He said the pandemic has put the company "on the brink of
administration", Law360 relays.

The High Court hearing, which was held remotely, comes after
creditors approved a company voluntary arrangement, or CVA, on
Sept. 4, Law360 notes.  That plan related to Pizza Express
(Restaurants) Ltd.'s property portfolio and leasehold obligations
across the U.K., and once implemented will involve the closing down
of "unviable" restaurants, according to court documents, Law360
states.

Pizza Express required court permission to conduct three creditor
meetings to vote on the proposed restructuring, which will affect
senior secured notes worth about GBP465 million, senior unsecured
notes worth about GBP200 million, and the shares in Pizza Express
Financing, according to Law360.

The company applied to the court under the new Part 26A of the
Company Act, which is aimed at helping businesses that need to
restructure their debts due to the impact of COVID-19, Law360
notes.

Pizza Express, Law360 says, hopes to convene the meetings remotely
on Oct. 21, so that the restructuring plan can take effect from
Oct. 30, Allison told the judge. The company has already missed
interest payments due under the existing notes, according to court
documents.

Felicity Toube QC, counsel for a group of creditors who own about
80% of the senior secured notes, said at the Sept. 30 hearing that
her clients "entirely support" the plan and propose to vote in
favor of it, Law360 relays.

In return for discharging their existing notes, the creditors will
receive a series of new senior secured notes issued by a new
special purpose vehicle as well as shares in the restructured
group, Law360 discloses.

Ms. Toube, as cited by Law360, said the partial debt-for-debt swap
and debt-for-equity swap should give them better returns than they
would have received if the company entered administration.

According to the filings, Pizza Express will also need to apply for
recognition of the restructuring plan under Chapter 15 of the U.S.
Bankruptcy Code, because the existing notes are governed by New
York law, Law360 states.


REVOLUTION BARS: Plans to Reduce Number of Venues Through CVA
-------------------------------------------------------------
Alex Turner at The BusinessDesk.com reports that jobs and sites are
at risk at leisure group Revolution Bars, which is considering a
company voluntary arrangement (CVA) to reduce the number of venues
it has as it looks "to ensure that its business remains viable".

The hospitality industry has been hit badly by lockdown and the
introduction of localized measures which are limiting opening hours
and capacities, The BusinessDesk.com discloses.

In a statement, the company, as cited by The BusinessDesk.com, said
it "believes that the long term nature and potential impact of the
latest operating restrictions means that it must consider all
necessary options".

The Manchester-based group operates 74 premium bars under the
Revolution and Revolucion de Cuba brands, The BusinessDesk.com
states.

According to The BusinessDesk.com, on Sept. 23, it said: "The board
is currently evaluating the potential impact of the latest
developments on the group's business before deciding what the next
steps should be.

"One of the potential options being explored is a reduction in the
size of the group's estate by the implementation of a company
voluntary arrangement."


SAGE AR 1: Moody's Gives '(P)B3' Rating on Class F Notes
--------------------------------------------------------
Moody's Investors Service assigned the following provisional
ratings to the debt issuance of Sage AR Funding No. 1 PLC:

GBP89.1M Class A Social Housing Rental Secured Notes due 2030,
Assigned (P)Aaa (sf)

GBP17.6M Class B Social Housing Rental Secured Notes due 2030,
Assigned (P)Aa3 (sf)

GBP17.6M Class C Social Housing Rental Secured Notes due 2030,
Assigned (P)A3 (sf)

GBP24.2M Class D Social Housing Rental Secured Notes due 2030,
Assigned (P)Baa3 (sf)

GBP41.8M Class E Social Housing Rental Secured Notes due 2030,
Assigned (P)Ba3 (sf)

GBP18.7M Class F Social Housing Rental Secured Notes due 2030,
Assigned (P)B3 (sf)

Moody's has not assigned a provisional rating to the GBP11M Class R
Social Housing Rental Secured Notes due 2030 of the Issuer.

Sage AR Funding No. 1 PLC is a secured note issuance backed by a
single floating rate loan secured by 1,609 social housing units
across 113 development estates spread across the UK. The Issuer
will on lend the proceeds from the Notes to the borrower. The
borrower will use the loan proceeds to extend a loan to the parent
company, a registered social housing provider.

RATINGS RATIONALE

The rating actions are based on (i) Moody's assessment of the real
estate quality and characteristics of the collateral, (ii) analysis
of the loan terms and (iii) the expected legal and structural
features of the transaction.

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
commercial real estate 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.

The key parameters in Moody's analysis are the default probability
of the underlying loan (both during the term and at maturity) as
well as Moody's value assessment of the collateral. Moody's derives
from these parameters a loss expectation for the underlying loan.
Moody's default risk assumption is high; however, the expected loss
is low for the loan.

In Moody's view the key strengths of the transaction include (i)
high quality collateral portfolio, (ii) granular cashflow from a
broad tenant base and (iii) high demand for social housing in the
UK.

Challenges in the transaction include (i) high Moody's loan to
value (LTV), (ii) lack of amortization, (iii) high default risk,
(iv) sponsor without track record in the social housing sector, (v)
risks arising from a housing administration and (vi) negative
macroeconomic impact of the coronavirus pandemic.

The Moody's LTV of the underlying loan at origination is 92.0%.
Moody's has assigned a property grade of 1.5 to the underlying
property portfolio (on a scale of 1 to 5, 1 being best and 5 being
worst).

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Moody's
Approach to Rating EMEA CMBS Transactions" published in November
2018.

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

Main factors or circumstances that could lead to an upgrade of the
rating are generally (i) an increase in the property values backing
the underlying loan or (ii) a decrease in default risk assessment.

Main factors or circumstances that could lead to a downgrade of the
rating are generally (i) a decline in the property values backing
the underlying loan or (ii) an increase in default risk
assessment.


SEADRILL OPERATING: Moody's Rates Super Senior Term Loan 'B3'
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the Super Senior
Term Loan issued by Seadrill Operating LP, a subsidiary of Seadrill
Partners LLC ('Seadrill', 'SDLP' or the company). At the same time,
Moody's has downgraded the corporate family rating of Seadrill
Partners LLC to Ca from Caa3, the probability of default to to
C-PD/LD from Ca-PD/LD and the instrument rating of the Senior
Secured Term Loan issued by Seadrill Operating LP to Ca from Caa3.
The outlook remains unchanged at negative.

RATINGS RATIONALE

The B3 rating assigned to the Super Senior Term Loan, issued in
lieu of the June 2020 missed interest payment on the $2.9 billion
Senior Secured Term Loan (outstanding for $2.6 billion), reflects
its super senior status and materially smaller size in SDLP's
capital structure compared to the Senior Secured Term loan and
other payables. Moody's expects that the Super Senior Term Loan
amount will likely increase over the next two quarters, in lieu of
further missed interest payments for approximately $100 million on
the Term Loan.

The downgrade to Ca of the CFR is supported by the fact that
Moody's does not believe that the company will be in the condition
to repay its Senior Secured Term Loan when it matures in February
2021, as well as potential low recoveries for lenders.

The market outlook continues to be very weak for deepwater offshore
drilling services, given the low oil price and the reduction in
capex and exploration expenditure undertook by O&G operators.
SDLP's order book has declined by more than 80% over the last year
and SDLP currently does not have any vessel contracted after
January 2021.

The day-rates negotiated in the offshore drilling industry are very
low, compared to historical levels, and are exacerbated by the
overcapacity that has affected the industry since the 2015 oil
crisis. Consequently, Moody's expects the group's operating
profitability to continue to decline, free cash flow after capex
and dividends (FCF) to become more significantly negative and gross
leverage to further increase during 2020.

Moody's believes that SDLP will need to implement a sizeable
capital restructuring likely to result in material losses for the
TLB lenders, even though uncertainty over contract renewals and
vessels valuations leads to a wide range of potential recovery
outcomes.

On a more positive note, albeit client concentration is
significant, Moody's notes that the SDLP's clients are companies
with solid credit profiles, often commensurate with an investment
grade rating, and highlights the high quality of Seadrill's fleet
and its young age.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

SDLP like other oilfield services companies generally bears
environmental risks like those of the E&P companies that are their
customers. The eventual dampening of demand for oil due to carbon
transition will affect the oilfield services sector. However,
exploration spending will continue for the short to medium term.
Therefore, environmental considerations were not a material rating
factor at this stage especially given where SDLP's rating is
currently positioned.

Moody's notes that SDLP's operates under a Master Limited
Partnership (MLP) structure, which entails a high degree of
complexity. Strong linkages remain between SDLP and Seadrill
Limited (SDRL), which retains partial ownership of the operated
assets (both directly and indirectly), while SDLP relies on certain
affiliates of SDRL for management, advisory, technical, and
administrative services. SDLP is also granted access to SDRL's
relationships with customers, suppliers and shipyards and benefits
from economies of scale from services provided centrally. Given the
current weak industry conditions, developments at SDRL and the
current ongoing debt restructuring remains an important driver
influencing SDLP's ratings.

LIQUIDITY

Although Seadrill Partners held cash balances of $559 million as of
June 2020, Moody's views the group's liquidity profile as weak. In
July 2020, SDLP has repaid $227 million of secured bank debt from
existing cash resources and Moody's expects the cash to be around
$300 million at the end of September, above the level needed to
operate the business which Moody's estimates at around $200
million.

The company has a minimum liquidity test covenant ($100 million)
included in its main credit facility, under which the company will
maintain sufficient capacity for the rest of 2020, even though
Moody's expects further negative FCF generation for the rest of the
year. The $2.6 billion outstanding term loan B facility and the
Super Senior Term Loan of $69 million fall due in February 2021 and
Moody's understands that the company has initiated discussions with
the lenders in order to reshape its capital structure.

STRUCTURAL CONSIDERATIONS

Moody's has downgraded the probability of default to C-PD/LD from
Ca-PD/LD as the company has already defaulted on its term loan,
according to Moody's definition. In August, Moody's had appended
the LD indicator to the probability of default following the missed
payment of the June interest payment.

Following the repayment of the secured facilities on West Vela,
West Polaris, the T-15 and the T-16, the Term Loan B and the Super
Senior Term Loan are secured on all tangible and intangible assets,
including liens on the vessels. Super Senior Term Loan has a first
pledge on all assets and it is rated B3, while Term Loan B is rated
in line with the CFR, given the small size of the Super Senior Term
Loan.

RATING OUTLOOK

The negative outlook reflects (i) the considerable uncertainty as
to the outcome of the refinancing negotiations, including the
extent of the losses to be borne by lenders and the shape of SDLP's
future capital structure and (ii) the very weak outlook for
deepwater offshore drilling services.

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

The ratings may be further downgraded depending on the outcome of
the refinancing negotiations undertaken by SDLP, and the extent of
the potential losses suffered by its lenders.

Although unlikely in the near team, a rating upgrade could be
considered if Seadrill Partners demonstrates the ability to rebuild
a sustainable capital structure while achieving a significant
recovery in underlying operating performance, driven by improved
conditions in the deepwater offshore drilling market.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Seadrill Operating LP

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

Issuer: Seadrill Partners LLC

Probability of Default Rating, Downgraded to C-PD /LD from Ca-PD
/LD

Corporate Family Rating, Downgraded to Ca from Caa3

Assignments:

Issuer: Seadrill Operating LP

Senior Secured Bank Credit Facility, Assigned B3

Outlook Actions:

Issuer: Seadrill Operating LP

Outlook, Remains Negative

Issuer: Seadrill Partners LLC

Outlook, Remains Negative

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Seadrill Partners LLC is a Marshall Islands registered provider of
offshore drilling services to the oil and gas industry and its
fleet consists of four 6th generation ultra-deepwater
semi-submersibles and four ultra-deepwater drillships, two tender
barges and one semi-tender barge. SDLP generated revenue of $750
million and Moody's adjusted EBITDA of $389 million in 2019.


TRAVELPORT WORLDWIDE: S&P Raises ICR to 'CCC+', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit ratings on
Travelport Worldwide Ltd.'s parent holding company Toro Private
Holdings I and its finance subsidiary Travelport Finance
(Luxembourg) S.a.r.l. to 'CCC+' from 'SD' (selective default).

Furthermore, S&P assigned its 'B-' issue rating to the new $1.63
billion priority-lien term loan due 2025 and its 'CCC-' issue
rating to the $2.05 billion first-lien term loan due 2026.

The negative outlook reflects the possibility of a downgrade within
the next 12 months if S&P saw a material deterioration in
liquidity, due, for example, to continued depressed conditions in
the travel industry, or if it believed that an additional
restructuring was imminent.

Following its financial restructuring, negative EBITDA this year
will continue to exacerbate Travelport's leverage, and S&P
forecasts an elevated leverage ratio in 2021.  On Sept. 25, 2020,
Travelport completed its debt exchange and restructuring. The
resulting capital structure comprises a $1.63 billion priority-lien
term loan due February 2025 and a $2.05 billion first-lien term
loan due May 2026. Travelport's priority-lien debt includes $500
million of new funding and part of the previous first-lien
facilities, which were exchanged at a discount. The company's
current first-lien debt includes the remainder of the previous
first-lien facilities and the previous second-lien term loan, which
was also exchanged at a discount. The agreements for the previous
revolving credit facility (RCF) and second-lien term loan were
terminated. S&P said, "According to our base case, Travelport's S&P
Global Ratings-adjusted debt will reach about $4 billion at
end-2020, while EBITDA will be negative throughout the year. We
expect EBITDA to recover in 2021, but remain well below the 2019
level, resulting in an elevated leverage ratio of about 13x."

S&P said, "We believe that the financial restructuring has shored
up Travelport's liquidity buffer and cash generation, as it has
reduced the company's interest burden.  Travelport used some of the
proceeds from the $500 million of new funding to repay the sponsor
financing that it received earlier this year. The company also
strengthened its cash position by about $220 million. We expect the
new capital structure to help strengthen Travelport's cash
generation as its debt-service costs (cash interest payments and
mandatory debt amortization) will be about $60 million lower per
year than before the restructuring. The interest payable on the
priority-lien debt includes a cash-pay and an optional
payment-in-kind (PIK) component. In our view, Travelport is likely
to choose the PIK option until it starts generating material cash
flows." Additionally, as the RCF agreement has been terminated,
Travelport is no longer subject to the 6x springing leverage
covenant that applied when 35% of the RCF was drawn.

The COVID-19 pandemic will likely continue to weigh on Travelport's
revenues in the near term.  S&P said, "Although we expect some
recovery in the second half of the year, we believe that
Travelport's revenues will decrease more than 60% in 2020, due to
the sharp decline in air travel bookings amid the COVID-19
pandemic. In 2021, we forecast a slow and bumpy recovery for the
overall travel industry, on which Travelport relies, depending on
local travel restrictions, including quarantine rules or mandatory
testing for the coronavirus. We believe that during 2021,
Travelport's revenues could still be about 20% lower than in 2019.
A deteriorating economic outlook and weaker consumer confidence
could undermine the pace of the recovery we expect."

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."

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

-- Health and safety

The negative outlook reflects the possibility of a downgrade within
the next 12 months, if, for example, conditions in the travel
industry remained depressed, or if S&P believed that an additional
restructuring was imminent.

S&P said, "We could lower our ratings on Travelport if we believed
there was an increased risk of default in the next 12 months. This
could stem, for example, from deteriorating liquidity, leading to a
shortfall in the short term. We could also downgrade the company if
it announced an additional debt exchange offer or debt
restructuring, or missed any interest payment or debt repayment.

"We see ratings upside as unlikely over the next 12 months.
However, we could revise the outlook to stable if we saw a recovery
in cash flow generation and a sustainable liquidity position on the
back of improving industry conditions."



                           *********


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

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

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

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