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

                          E U R O P E

          Friday, October 23, 2020, Vol. 21, No. 213

                           Headlines



D E N M A R K

SGLT HOLDING I: S&P Alters Outlook to Negative & Affirms 'B' ICR


F R A N C E

SOLOCAL GROUP: Fitch Hikes IDR to CCC+ on Completed Debt Exchange


G E R M A N Y

HEIDELBERGER DRUCKMASCHINEN: Moody's Withdraws Caa1 CFR


G R E E C E

ALPHA BANK: Fitch Affirms BB+ Rating on Covered Bonds


I T A L Y

ANDROMEDA FINANCE: Fitch Ups Class A2 Notes to BB+, Outlook Stable
LIMACORPORATE SA: Moody's Affirms B3 CFR & Alters Outlook to Stable


L U X E M B O U R G

GARFUNKELUX HOLDCO 2: Fitch Assigns B+ LT IDR, Outlook Stable
GARFUNKELUX HOLDCO 2: Moody's Upgrades CFR to B2, Outlook Stable
GARFUNKELUX HOLDCO 2: S&P Alters Outlook to Stable, Affirms B+ ICR
QUINTET PRIVATE: Fitch Gives Final BB- on Add'l. Tier 1 Notes


S P A I N

PAX MIDCO: Moody's Confirms B3 CFR, Outlook Negative


S W I T Z E R L A N D

EUROCHEM GROUP: Fitch Affirms BB LongTerm IDR, Outlook Stable


U K R A I N E

[*] Fitch Affirms 4 Ukrainian Banks' LT IDR at B, Outlook Stable


U N I T E D   K I N G D O M

BE MILITARY: Put Into Company Voluntary Arrangement Process
CINEWORLD: Taps Alix Partners to Help with US$8-Bil. Debt Talks
LANGAN'S BRASSERIE: On Verge of Administration, 100+ Jobs at Risk
POUNDSTRETCHER: Shuts Down Fenton Store on Victoria Road
PREMIER OIL: Slaughter and May Advises on Chrysaor Merger

PUNCH TAVERNS: S&P Alters Outlook to Negative & Affirms 'B' ICR
THG HOLDINGS: Fitch Assigns B+ LongTerm IDR, Outlook Positive
TOTAL GLASS: Enters Administration After Failing to Raise Funds
TOUCAN TRAVEL: Enters Administration, Put Up for Sale


X X X X X X X X

[*] BOOK REVIEW: Hospitals, Health and People

                           - - - - -


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D E N M A R K
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SGLT HOLDING I: S&P Alters Outlook to Negative & Affirms 'B' ICR
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S&P Global Ratings revised its outlook on SGLT Holding I LP to
negative from stable and affirmed its 'B' long-term issuer credit
ratings on SGLT Holding and its finance subsidiary SGL TransGroup
International A/S; S&P also affirmed its 'B' issue rating on the
senior secured bonds issued by SGL TransGroup. The '4' recovery
rating on the bonds is unchanged.

S&P said, "SGLT's earnings are relatively resilient amid difficult
trading conditions due to the COVID-19 pandemic; however, we expect
EBITDA (after special items) for 2020 to remain below our October
2019 forecast.  In first-half 2020, SGLT increased its EBITDA
(after special items) to about $25 million from about $22 million
in the comparable period of the previous year. The strong organic
growth at the Danish subsidiary, partly fueled by a sharp increase
in demand for personal protective equipment (PPE) and bolt-on
acquisitions, helped offset declining revenue in the U.S., severely
affected by COVID-19 in second-quarter 2020. We expect the positive
performance at the Danish subsidiary to persist into the
second-half 2020, albeit moderating somewhat, with our 2020 EBITDA
forecast for the group of $40 million-$45 million, which is similar
to the 2019 level but lags behind our October 2019 base-case
expectation of $50 million-$55 million.

"SGLT's FOCF (after lease obligations) is improving slower than we
previously anticipated.  The negative $13.5 million operating cash
flow in 2019, compared with positive $13.8 million in 2018, was
weighed down by nonrecurring costs of early refinancing of former
bonds as well as sizable working capital outflow. This contrasted
with our previous base-case forecast of marginally positive FOCF.
In the absence of last year's negative effects, we expect close to
break-even FOCF (after lease obligations) in 2020, supported by the
anticipated discipline in the investment policy, which also trails
about $10 million behind our previous expectations. In 2021, we
forecast FOCF (after lease obligations) to increase to positive $5
million-$10 million, assuming continuous organic growth at the
Danish subsidiary, gradual recovery of the U.S. business, and
increased contributions from companies acquired in 2020. We
consider a sustained positive FOCF generation as an essential
rating stabilizing factor.

"The increase in total debt is fueling the temporary increase in
2020 leverage.  At the end of 2019, SGLT's adjusted debt stood at
$295 million, exceeding $266 million in 2018 and our forecast from
October-2019. This stemmed from the issuance of senior secured
bonds in a higher amount than the bonds they refinanced followed by
an EUR8 million tap to finance the acquisition of Pioneer
International Logistics, somewhat higher year-end drawings under
the working capital facilities, and increased lease liabilities.
This resulted in adjusted total debt to EBITDA of 6.4x compared
with our previous expectation of 5.0x-5.3x. In 2020, we expect
adjusted debt to increase further, primarily from the September
2020 tap to the senior secured bonds of EUR27 million for general
corporate purposes and potential bolt-on acquisitions, to the
amount outstanding of about $320 million. This will result in
potentially temporary elevated debt to EBITDA of about 7.5x. If the
anticipated EBITDA improvement materializes and adjusted debt stays
stable, debt to EBITDA could decrease to 6.1x-6.3x in 2021 and
below 6.0x in 2022.

"Our assessment of SGLT's business risk profile remains constrained
by its relatively small EBITDA size and thin profit margins.
SGLT's absolute EBITDA (after special items) of $40 million-$45
million in 2020 is about half that of its next-largest and rated
logistics peer, Germany-based Logwin AG (BB+/Stable/--). This
figure is also much smaller than that of the fourth-largest global
freight forwarder, Danish DSV Panalpina A/S (BBB+/Stable/--), with
$1.6 billion; and of the eighth-largest, France-based CEVA
Logistics AG (B+/Positive/--), with $513 million. We view the
company's modest absolute EBITDA as a weakness because it provides
limited protection against market fluctuations and high-impact and
low-probability events, such as a significant economic downturn or
the loss of major customers. In addition, SGLT's small scale
compared to its generally much larger customers limits the
company's bargaining power, in our view. SGLT's track record of
relatively low and volatile operating margins constrains our
profitability assessment. Nevertheless, we take into account the
company's asset-light business model, partly flexible cost base,
and minimal capital expenditure (capex) needs. SGLT generates an
EBIT margin of 2%-3%, which is relatively thin compared with the
broader range of global peers from the railroad and package express
industry, such as DSV Panalpina and C.H. Robinson Worldwide Inc.
(BBB+/Stable/--), with 5%-7% each; and Logwin and XPO Logistics
Inc. (BB/Stable/--), with 4%-5%.

"We view SGLT's customer stickiness as the main credit support.
While the company's focus on high-end specialized and often
time-critical logistic solutions does not benefit overall
profitability measures, it limits the customer churn rate. The 20
largest customers have been with SGLT for eight years on average,
and the relationship with the largest client goes back more than 40
years. Furthermore, the company has a strongly diversified customer
base, constituting more than 20,000 clients, with the top 20
accounting for about 30% of total revenue and no single customer
accounting for more than 3%. Also, there is limited correlation
between individual customers and end-industries. This provides
critical protection to SGLT's topline revenue. We also understand
that the company's earnings are to a large extent shielded from
fluctuations in shipping and air freight rates." This is because
SGLT has only a limited number of fixed-price contracts and it can
pass on the fluctuations in rates and currencies to its customers
with some delays.

Management's long-term expertise and the presence in challenging
regions should benefit the company during the pandemic.  SGLT has a
globally leading position in providing tailor-made multi-modal
solutions in areas of armed conflict, natural disasters, landlocked
countries, and countries with poor infrastructure on behalf of
various aid and humanitarian organizations such as the U.N. S&P
said, "These operations (so far accounting for 10%-15% of total
revenue) are recurring and we understand they generate
above-average returns. With the increasing needs of vaccinations
worldwide, we understand this segment might receive a substantial
growth boost from the pandemic."

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

-- Health and safety

S&P said, "The negative outlook reflects the one-in-three
probability that we could lower the rating on SGLT in the next 12
months if the company's leverage and FOCF do not improve as
expected.

"We would lower the rating if SGLT's EBITDA generation trends
significantly below our base-case forecast, hampering the
anticipated decrease in adjusted total debt to EBITDA below 6.5x,
and its FOCF (after lease obligations) does not turn markedly
positive in the next 12 months. This could happen due to unforeseen
operating adversities, such as the loss of a few key customers and
reduced demand from existing clients; aggressive external growth
initiatives involving increased use of debt not compensated for by
the corresponding growth in earnings; or unexpected material
shareholder remuneration. We could also downgrade SGLT if the
company's liquidity deteriorates such that the ratio of liquidity
sources relative to uses falls below 1.2x for the coming 12
months.

"We would revise the outlook to stable if SGLT improves its
adjusted total debt to EBITDA to below 6.5x in the next 12 months,
underpinned by the growth in EBITDA and no further increase in
debt, along with positive FOCF and an ample ratio of liquidity
sources to uses."




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F R A N C E
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SOLOCAL GROUP: Fitch Hikes IDR to CCC+ on Completed Debt Exchange
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Fitch Ratings has downgraded Solocal Group's Long-Term Issuer
Default Rating (IDR) to 'RD' from 'C' upon completion of the
company's balance-sheet restructuring, before upgrading it to
'CCC+'. In addition, Fitch has assigned Solocal's newly issued
EUR18 million notes a 'B-'/'RR3' rating and upgraded the reinstated
senior secured notes to 'B-'/'RR3' from 'CC'/'RR3'.

The restructuring resulted in significant debt reduction and a
rights issue of around EUR335 million, of which EUR85 million is to
fund ongoing operations. Fitch considered the restructuring as a
distressed debt exchange (DDE) under its criteria.

The IDR of 'CCC+' reflects Solocal's challenged business model, a
fierce competitive environment and significant execution risks,
which are mitigated by the company's restructured financial
liabilities, and improved leverage and coverage ratios. The
restored liquidity position of the company will provide headroom to
operate for the next 12 to 18 months and to fully fund the
remaining restructuring charges. Fitch expects free cash flow (FCF)
generation to resume from 2022.

KEY RATING DRIVERS

Restructuring Addresses Liquidity Pressures: Solocal's cash
position had been challenged in 2019 and 2020 by over EUR200
million payments due under a redundancy plan, by working capital
complications and by delayed disposals. Post-restructuring,
interest charges are reduced and cash on balance sheet has
increased by EUR120 million, comprising EUR85 million from a rights
issue and about EUR33 million of new debt. Fitch estimates
sufficient liquidity headroom for Solocal to operate for the next
12 to 18 months. However further drawdown capacity under the
committed facilities remains limited, and Solocal has no meaningful
capacity to incur further indebtedness.

Refinancing Risk Postponed: Solocal gross debt amounts to around
EUR256 million post-exchange, down from EUR480 million under its
previous capital structure. The new capital structure includes
EUR168 million reinstated senior secured notes, a fully drawn EUR50
million revolving credit facility (RCF), an about EUR33 million
state-guaranteed loan and proceeds from a new bond issue.
Maturities extend to 2025, from 2022 previously. As a result,
Solocal faces lower refinancing pressures in the short term,
allowing management to focus on the business relaunch.
Nevertheless, future access to capital markets strongly depends on
its ability to stabilise its business profile and consistently
generate FCF.

Lower Leverage, Limited Deleveraging: Fitch forecasts Solocal's
leverage, on a gross funds from operations (FFO) basis, at 3.4x in
2021, once state-support measures on personnel costs end. This
metric is in line with levels observed in the company's post-2017
restructuring profile. FFO interest coverage is strong at over 5.0x
on average for 2020-2023, supported by the PIK interest component
of the reinstated notes. Its forecasts do not factor in any
deleveraging up to 2023, as FFO remains stagnant and debt increases
on capitalised interest. Weak FCF generation limits the company's
ability to take on more debt despite comparatively a low
debt-to-cash flow metric for its rating.

Financial Policy to Develop: The debt conversion and new equity
injection, endorsed by a number of Solocal's new and existing
shareholders, led by Goldentree, provides temporary financial cure,
relieving near-term liquidity pressures and reducing leverage.
Fitch also expects further management changes to take place.
However, management plans to preserve cash and rationalise the
capital structure are subject to high execution risk. In
particular, Solocal faces a highly competitive, fragmented market
with customers experiencing considerable economic uncertainty. In
addition, the extent of future support to the turnaround plan by
the equity investors remains uncertain.

Trading Affected by Pandemic: Solocal's order intake declined more
than 50% during lockdown in March and April 2020. Order intake in
1H20 was 27% below the same period in 2019. Lockdown measures
severely impacted trading conditions. Upon reopening clients
hesitated to increase advertising spend to levels seen during
previous years. Fitch expects that the restrictive measures
reintroduced by the French government this autumn and uncertainty
around the coronavirus pandemic for winter will affect trading
through 2021. Fitch assumes a CAGR of -1.7% for revenues in
2020-2023.

Slow Recovery in Cash Generation: The conversion of Solocal's
platform from print to digital continues to require high investment
in restructuring costs, mainly focused on replacing the sales
force. A redundancy plan initiated in 2018, causing debt-funded
contingency costs and affecting liquidity. However, it still lags
far behind software-as-a-service (SaaS) providers such as
Teamsystem Holding or specialised directories such as Speedster
Bidco GMBH. Fitch expects FCF generation to turn positive in 2022,
reflecting gradually improving EBITDA margins, as well as lower
restructuring costs, capex and working capital cash outflows.

Migration to Subscription Mode: Management targets the full
conversion of Solocal into a subscription-based advertising
platform for SMEs, with the aim to stabilise revenues by increasing
the current average revenue per account (ARPA) and by reducing
churn. It has migrated over 70% of its digital order book from SMEs
into subscription contracts, marginally improving its ARPA via
upselling of services. However, Fitch believes that the criticality
of advertising spend will remain volatile within Solocal's customer
base, given the significant number of mergers and closures of SMEs.
Consequently, Fitch believes that converting orders into
longer-term subscriptions may require concessions in pricing or
flexibility in invoicing conditions and that it also does not
provide total protection from contract renewal risk.

Fierce Competition in Digital Advertising: Fitch views the
transition of directory businesses into digital platforms
vulnerable to competition. While digital media represent an
opportunity for advertisers to address channel fragmentation,
multiple competitors and difficulties to measure the yield of
advertising investments generate strong pricing pressures.
Competition mainly comes from start-ups, focusing on specific
client niches, or global technology groups such as Facebook or
Google leveraging on low barriers to entry and worldwide platforms.
Small business clients may develop an opportunistic behaviour
towards advertising and prefer bespoke solutions while growing
reluctant to pay advance fees for the advantage of commissions for
channelled sales.

DERIVATION SUMMARY

Solocal's rating reflects a transitioning business model, the
challenging execution of the shift from directories to a
subscription-based digital platform, the fierce competitive
environment in digital advertising, recently restructured financial
liabilities, and changes to management t and leading shareholders.
Solocal's post-restructuring leverage is fairly low. The debt-to
equity swap and the new capital injection adequately fund the
company's redundancy plan payments.

Solocal's most direct comparable peer is Yell, part of the Hibu
group, which has a similar position in the UK and is currently
facing similar operational and financial challenges. Comparisons
can be made between Solocal and specialised directories businesses
such as Speedster Bidco GMBH (Autoscout24, B/Stable), which is more
geographically diversified, better positioned in its business niche
and with software service companies, such as TeamSystem Holding
S.p.A. (B/Stable), which although highly leveraged is protected by
higher barriers to entry and by a higher product criticality with
its customers. Solocal is also comparable to media businesses
facing similar turnaround challenges, such as PRISA - Promotora de
Informaciones, S.A. (B-/Negative), which is better diversified,
geographically and by business, with lower exposure to
advertising.

In comparison with other post-DDE ratings in European leveraged
credits such as Novartex SAS Fitch observes Solocal's lower
exposure to sectors that are deeply disrupted by the pandemic, such
as travel and leisure-related businesses dependent on footfall, and
a more advanced transition in its operational restructuring, as
evidenced by its funded redundancy plan.

KEY ASSUMPTIONS

  - Print business in its final year of phasing out in 2020

  - Revenue CAGR of -1.7% for 2021-2023, with decreased order
intake in 2020 affecting 2021 sales

  - EBITDA margin at 25% in 2020 sustained by state support of
personnel costs, 23% in 2021 and rising to 24.5% in 2023.

  - Working capital yearly cash impact on average EUR19 million for
2020-2023

  - Average EUR34 million of yearly capex investments until 2023

Key Recovery Assumptions

Fitch adopts a going-concern approach to reflect the higher
probability of a surviving cash-generative business with
going-concern enterprise value (EV) as the basis for financial
stakeholder recovery in the event of default. Fitch expects Solocal
to be potentially attractive to trade buyers in light of the
completed debt restructuring and the almost completed funding of
the redundancy plan.

Fitch has assumed a 10% administrative claim.

Fitch estimates an ongoing-concern EBITDA of about EUR90 million,
factoring in the new capital structure, the new prospects of the
business post-restructuring and a lower interest burden.

Its assumptions are based on a level of profitability achievable
once the new yearly interest charge is fully in place and EBITDA
margin returns to through-the-cycle levels as the state -support
measures end in 2021.

Its recovery EV/EBITDA multiple is lowered to 2.0x from 2.5x,
considering business model pressures and below 50% recovery
achieved by the senior secured loans after the recently concluded
restructuring.

Fitch factors in the entire drawdown of both the RCF and the
currently available amounts under working capital facilities and
consider the BPI France state-guaranteed loan as unsecured. The
outcome of its analysis is a Recovery Rating of 'RR3'/56% for the
senior secured debt.

RATING SENSITIVITIES

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

  - FFO gross leverage showing momentum in reduction

  - Neutral to positive FCF margin

  - Stabilisation of liquidity headroom, also with access to
alternative funding sources

  - Evidence of progress in business overhaul, with increase in
subscription rates, stabilisation of churn and EBITDA margin
improvements

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

  - Increases in leverage

  - Deterioration of liquidity with reduction of the available
buffer

  - Evidence of FCF failing to turn neutral after 2021

  - Increasing challenges in business turnaround with decreasing
orders and margin pressures

LIQUIDITY AND DEBT STRUCTURE

Liquidity only Adequate for Short-Term: Liquidity headroom is
sufficient for the next 12 to 18 months. Further drawdown capacity
under the committed facilities is limited, and the capacity to
incur further indebtedness is close to zero.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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




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G E R M A N Y
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HEIDELBERGER DRUCKMASCHINEN: Moody's Withdraws Caa1 CFR
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Moody's Investors Service withdrawn all ratings for Heidelberger
Druckmaschinen AG after all of the company's rated debt has been
repaid by the company.

RATINGS RATIONALE

LIST OF AFFECTED RATINGS

Issuer: Heidelberger Druckmaschinen AG

Withdrawals:

LT Corporate Family Rating, previously rated Caa1

Probability of Default Rating, previously rated Caa1-PD

Outlook Actions:

Outlook, Changed to Ratings Withdrawn from Negative

COMPANY PROFILE

Based in Heidelberg, Germany, Heidelberger Druckmaschinen AG is the
leading global manufacturer of sheetfed offset printing presses,
which are used primarily in the advertising and package printing
segments.




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G R E E C E
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ALPHA BANK: Fitch Affirms BB+ Rating on Covered Bonds
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Fitch Ratings has affirmed Alpha Bank AE's (CCC+/C/ccc+) covered
bonds' rating at 'BB+'. The Outlook is Stable.

The rating actions follow the re-calibration of Fitch's refinancing
stresses for Greek mortgages as part of its Covered Bonds Rating
Criteria published on June 30, 2020.

KEY RATING DRIVERS

The covered bonds issued by Alpha are rated 'BB+', six notches
above the bank's Long-Term Issuer Default Rating (IDR) of 'CCC+',
out of the maximum achievable uplift of 10 notches. This is based
on an unchanged Resolution Uplift of two notches, an unchanged
payment continuity uplift (PCU) of six notches and a recovery
uplift of three notches (two notches if the timely payment rating
level is in the investment-grade category). The 'BB+' breakeven
asset percentage (AP) is unchanged at 79%.

The rating of the covered bonds programme is constrained by the AP
that Fitch relies upon for its analysis. Fitch relies on the 78.7%
AP publicly committed by Alpha in its investor report (dated
September 2020) that is adequate to sustain a 'B+' timely payment
rating level but not at a higher rating. This is reflected in an
ESG Relevance Score of '5' for Transaction Parties & Operational
Risk.

The main contributor to the breakeven AP for the Alpha soft bullet
programme is the 22.1% ALM loss component. This represents
overcollateralisation (OC) protection equal to the cost to bridge
maturity mismatches between assets and liabilities and also factors
in an unmitigated commingling exposure. The ALM cost component has
marginally decreased with its updated refinancing cost assumptions,
but not sufficient to impact the 'BB+' breakeven AP. The second
driver of the breakeven AP is an unchanged 4.2% credit loss. In
line with its covered bonds criteria, Fitch has carried forward the
asset analysis results from the last rating action in May 2020.

The unchanged Resolution Uplift of two notches reflects that Greek
legislative covered bonds are exempt from bail-in, that Alpha's
Long-Term IDR's is driven by the bank's Viability Rating, and
Fitch's view of the low risk of under-collateralisation at the
point of resolution. The floor for the covered bonds rating is the
higher of 'B-' and the resolution reference point of 'B' (equal to
the IDR plus the resolution uplift), reflecting its expectation
that a default on senior unsecured obligations would not lead to an
automatic enforcement of the security against the cover pool.

The PCU remains six notches for the soft-bullet programme of Alpha.
Fitch's payment continuity assessment also considers available
protection for interest payments of at least three months. Fitch
has maintained the full recovery uplift at three as the programme's
timely payment rating level is in the sub-investment-grade range
and no material downside risk to recoveries has been identified.

Alpha covered bonds have an ESG Relevance Score of 5 for
Transaction Parties & Operational Risk due to the relied-upon OC
not being sufficient to support higher ratings, which has a
negative impact on the credit profile, is highly relevant to the
rating, and constrains the rating at three notches below the 'BBB+'
Country Ceiling for Greece.

RATING SENSITIVITIES

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

The covered bonds issued by Alpha could be upgraded to the Country
Ceiling of 'BBB+', provided that the AP Fitch's relies upon
decreases to 73% to withstand stresses associated with the 'BB+'
timely payment rating level.

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

Alpha's covered bonds would be vulnerable to a downgrade if the
relied-upon AP rises above Fitch's 79% breakeven AP for the 'BB+'
covered bonds' ratings.

A downgrade of Alpha's IDR would not in itself lead to a downgrade
of the covered bonds' rating as the programme benefits from five
unused notches of uplift. In addition, Alpha's reference IDR is
below 'B-', and therefore, in line with the Covered Bonds Rating
Criteria, Fitch applies a floor in its covered bonds analysis as it
believes that the switch of recourse to the cover pool is unlikely
to occur upon a default on senior unsecured obligations.

Fitch expects the coronavirus containment measures to negatively
impact the performance of Greece residential mortgage loans. The
covered bond's rating benefits from a limited cushion between the
OC that Fitch relies upon in its analysis and Fitch's breakeven OC
for the respective rating. Both the OC cushion and the buffer
against an issuer downgrade may reduce as a consequence of the
coronavirus crisis, although the credit loss incorporates some
buffer against expected losses on the mortgages and loans in
arrears are taken out of the cover pool on a regular basis. Fitch
performed a downside sensitivity scenario stress by increasing
default rates by 15% and reducing recovery expectations by 15%,
which would imply a one-notch downgrade.

Conversely, the rating is well-protected from a downgrade of the
IDR and in case of a large take-up of payment holidays, given the
programme's liquidity reserves of more than three months.

Fitch's breakeven AP for the covered bond rating will be affected,
among other factors, by the profile of the cover assets relative to
outstanding covered bonds, which can change over time, even in the
absence of new issuance. Therefore, the breakeven AP to maintain
the covered bond rating cannot be assumed to remain stable over
time.

SOURCES OF INFORMATION

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

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

Alpha covered bonds have a ESG Relevance Score of '5' for
Transaction Parties & Operational Risk due to the relied-upon OC
not being sufficient to support higher ratings, which has a
negative impact on the credit profile is highly relevant to the
rating.

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.




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I T A L Y
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ANDROMEDA FINANCE: Fitch Ups Class A2 Notes to BB+, Outlook Stable
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Fitch Ratings has upgraded Andromeda Finance S.r.l.'s class A1
notes' underlying rating and class A2 notes' rating to 'BB+' from
'BB'. The Outlook is Stable. Fitch has also affirmed the class A1
notes at 'BBB-' with a Stable Outlook. The class A1 notes' rating
benefits from SACE S.p.A.'s (BBB-/Stable) unconditional and
irrevocable guarantee.

RATING RATIONALE

The upgrade of the class A1 notes' underlying rating and class A2
notes is driven by the projected substantial tax savings of
Andromeda as a result of the December 2019 reorganisation and
consequently access to goodwill tax amortisation over a five-year
period, which has improved the issuer's credit profile. The Stable
outlook reflects operational and financial performance that is
generally in line with its expectations.

The class A1 notes' rating benefits from a SACE guarantee and
reflects the rating of SACE (BBB-/Stable).

The ratings reflect the feed-in-premium (FIP) received by the
project on top of market sales under the Italian regulatory
framework for solar plants (Conto Energia), limiting the project's
exposure to merchant risk. The project further benefits from the
use of proven technology and a robust O&M services agreement with
SunPower, the panel manufacturer and an experienced operator of
solar PV plants. The ratings also consider the fairly low
uncertainty of generation due to strong historical production
levels and high availability consistently at above 99%.

Its financial coverage profile with annual average debt service
coverage ratio (DSCR) under the Fitch rating case of 1.29x but
reducing to a minimum 1.16x by 2028 position the rating at 'BB+'.

KEY RATING DRIVERS

Strong Operator and Established Technology: Operation Risk -
'Stronger'

The mono-crystalline panel technology is well-established and
operating requirements for PV plants are straightforward. SunPower
is the equipment manufacturer and the operator. Renegotiated O&M
contracts are comprehensive, fixed-priced and cover the full life
of debt. Although SunPower is regarded as sub-investment grade
counterparty, there is a large pool of replacement contractors in
the market. Existing operating cost history shows modest
variability due to some one-off items and costs have been reducing
over time, demonstrating strong cost control.

Strong Production History: Revenue Risk (Volume) - 'Stronger'

The operating history of the project of over nine years is
consistent with projections, helping to validate the reliability of
its forecast. The revised energy production forecast supported by
several years of operating data shows a differential of 6% between
P50 and 1YP90 production estimates, confirming low resource
volatility. The project is not exposed to revenue losses from grid
curtailment.

Limited Exposure to Merchant Prices: Revenue Risk (Price) -
'Midrange'

Approximately 89% of total project revenues under Fitch rating case
stem from the FIP (EUR318/MWh) under Conto Energia, fully covering
project debt over its tenor. The remainder comes from merchant
sales. Merchant price sensitivities show the project's resilience
against low-price scenarios.

Senior Debt, Fully Amortising: Debt Structure - 'Midrange'

The transaction is a project-finance structure with some elements
of a securitisation. Project documentation is well-structured and
debt terms are fairly straightforward with two fixed-rate fully
amortising senior tranches ranking pari-passu, no floating
interest-rate risk and no refinancing risk. A debt service reserve
of six months and a lock-up ratio of 1.15x constrain the overall
debt-structure assessment to 'Midrange'.

Financial Profile

Fitch's rating case assumes 1y-P90 production level, increased
expenses, higher degradation of panels, and a conservative
market-price assumption, resulting in a DSCR of 1.29x (average)
with a minimum of 1.16x (2028). Fitch's rating case assumes that
Andromeda will be part of the tax consolidation group of ERG Spa,
which improves its credit metrics over the medium term. Towards
maturity of the debt the metrics drop as Andromeda no longer
benefits from tax losses in those years. As per Renewable Energy
Project Rating Criteria Fitch compares the Fitch rating-case
metrics to the DSCR threshold calculated on the basis of the
proportion of the project's regulated revenue and market sales.

PEER GROUP

Solar Star Funding LLC (BBB-/Stable) is significantly larger than
Andromeda at 579MW. Solar Star has a 'Stronger' assessment for
price risk due to a long-term power purchase agreement revenue
contract with a strong counterparty. Solar Star has an increasing
DSCR profile over the life of the debt resulting in a 'Stronger'
assessment for debt structure, with a Fitch rating case DSCR that
averages 1.43x, leading to the rating differential with Andromeda.

RATING SENSITIVITIES

Class A1 underlying rating and Class A2 rating:
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-Rating-case DSCR profile consistently below 1.18x
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-Rating-case DSCR profile consistently above 1.26x

Class A1 rating:

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

  - Downgrade of guarantor SACE

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

  - Upgrade of guarantor SACE

TRANSACTION SUMMARY

The transaction is a securitisation of two project loans
(facilities A1 and A2) under law 130/99 (the Italian securitisation
law). The loan facilities were extended by BNP Paribas and Societe
Generale to Andromeda PV S.r.l. (the project company) to build and
operate two PV plants of 45.1MW and 6.1 MW in Montalto di Castro,
Italy.

The terms of the loans effectively mirror those of the rated notes,
with payments under facility A1 and facility A2 servicing the class
A1 notes and class A2 notes, respectively. The class A1 notes'
rating and Outlook reflect the first-demand, irrevocable and
unconditional guarantee provided by SACE. The guarantee provided by
SACE to the issuer is in respect of the project company's
obligations under facility A1 and not on the class A1 notes
directly.

CREDIT UPDATE

Performance Update

Technical performance over the past year has been slightly above
expectations and no major events affected the PV plants operations.
Strong performance ratios in 2019 and 1H20 resulted in higher
production than P50 estimate levels. Andromeda exceeded the updated
P50 scenario by 3.5% and P90 by 9.9% (data from January to December
2019). Historically Andromeda has demonstrated very high
availability of 99.8% on average since 2011. During 2019 (data from
January to December) availability averaged 99.82%.

ERG Tax Consolidation Group - Weakens Andromeda's Ring Fence
Structure
From 2020, Andromeda is part of ERG Spa tax consolidation group.
ERG Spa will consolidate the taxable losses and compensate
Andromeda in exchange for the tax value. Fitch considers the ring
fence structure is weakened as Andromeda itself will not be able to
carry forward the taxable losses and offset them against future
profits. Andromeda has to rely on ERG Spa to receive the
compensation payment although, in this respect, the size of this
payment is small compared with ERG Spa's overall costs and ERG
Spa's credit quality (BBB-/Stable) is above the class A2 notes'
rating.

FINANCIAL ANALYSIS

Fitch Cases

Fitch's base case applies a P50 production forecast, degradation in
line with sponsor assumptions at 0.5% a year, 98% availability, and
Fitch's latest Italian CPI assumptions for inflation inputs. The
base case also uses the market advisor's updated central price
forecast with a 10% stress applied. Fitch assumes Andromeda's tax
losses will be consolidated into ERG Spa and that Andromeda will
receive tax savings compensation until 2024. However, Fitch has
also assumed that there will not be any tax losses to be offset
against tax profits in the last years prior to debt maturity.

Fitch's rating case applies a 1YP90 production forecast,
degradation in line with sponsor assumptions at 0.5% a year until
2020, then an increased degradation of 0.75% a year, a 20% stress
on Sunpower O&M costs and a 5% stress on remaining operational and
lifecycle costs. The stress on Sunpower O&M costs is reflective of
the significant price reduction (approximately 35%) from 2019
amendment, and that Sunpower is unrated. That means that if the
operator is replaced, it could be at a significantly higher cost.
The rating case also uses an average of the market advisor's
central and low-price forecasts. Tax assumptions are the same as
Fitch base case.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Class A1 notes' ratings are credit-linked to SACE S.p.A.'s.

ESG CONSIDERATIONS

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


LIMACORPORATE SA: Moody's Affirms B3 CFR & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3-PD probability of default rating of Limacorporate S.p.A.
Concurrently, Moody's has affirmed the instrument ratings on the
EUR275 million guaranteed senior secured floating rates notes at B3
and the EUR60 million guaranteed senior secured revolving credit
facility ("RCF") at Ba3, both borrowed by Limacorporate S.p.A.
Moody's has revised the outlook to stable from negative.

"The decision to affirm LimaCorporate's CFR at B3 and change the
outlook to stable from negative reflects the improvement in
LimaCorporate's liquidity following the equity injection as well as
the expected rebound in sales in the second half of 2020" said
Gilberto Ramos, Moody's Analyst and lead analyst for the company.
"Despite downside risks from the coronavirus effect on elective
procedures, key credit metrics should return to a level
commensurate with its B3 rating over the next 12 to 18 months".

RATINGS RATIONALE

The outlook change is primarily driven by the material improvement
of LimaCorporate's liquidity. In June 2020, EQT Partners and other
LimaCorporate's shareholders injected EUR20 million of cash as
equity, increasing the company's cash balances to EUR53 million as
of June 30, 2020. In addition, LimaCorporate's shareholders have
committed to provide a further EUR15 million of capital injection
if needed. Both actions demonstrate the shareholders' willingness
to support the company throughout the coronavirus pandemic.
Additionally, the financial covenant under the RCF documentation
was amended from a springing net leverage covenant to a minimum
liquidity covenant from June 2020 until September 2021, giving the
company greater flexibility over the coming quarters.

Moody's also expects the company to perform better in 2020 than
what it had initially anticipated. The rating agency forecasts that
Moody's adjusted EBITDA will be around EUR48 million in 2020, down
only 8% compared to 2019 driven by a strong rebound in sales over
the second half of 2020 and substantial cost savings, mainly linked
to travel and marketing expenses. The rating agency also expects
that the Moody's-adjusted gross leverage will close at around 7x
against Moody's forecast of 10x back in March 2020.

However, Moody's-adjusted free cash flow (FCF) will remain
substantially negative during the year driven by the company's
decision to build up inventories to be ready for the rebound as
well as high capex investments mainly linked to growth investments
into instrument sets and the development of their digital
application Smart SPACE. LimaCorporate's credit quality
deteriorated following the coronavirus outbreak, as illustrated by
its revenues and adjusted EBITDA, which were down 20% and 23%
respectively during the first half of 2020. Lockdown restrictions
and the fact that many types of orthopedic procedures were
considered elective, meant many orthopedic procedures were
postponed.

The affirmation of the B3 rating reflects Moody's expectation that
LimaCorporate's trading will be back to 2019 levels in 2021, in
line with Moody's outlook on medical devices. In the next 12-18
months the rating agency's base case scenario assumes that
LimaCorporate's Moody's adjusted leverage will improve towards 6x
and that its Moody's adjusted FCF will be positive, although
limited. Underlying long-term fundamentals, which include
increasing life expectancy, active lifestyles, rising consumer
awareness and obesity, remain intact. Additionally, the company
will likely benefit from a material backlog as most medical
procedures, that have been postponed, will likely take place over
the coming quarters.

While the agency expects key credit metrics to return to levels
commensurate with its current rating during 2021, uncertainties
related to the pace of recovery remain. Regional lockdowns, the
capacity of hospitals and clinics and the impact that this will
have on elective procedure volumes remain a key downside risk.
There is also uncertainty around patients' willingness to return to
the healthcare system while active cases of coronavirus are on the
increase. Moody's believes these downside risks are partially
mitigated by LimaCorporate's good global geographic diversification
and the relatively inelasticity in demand of healthcare devices
compared to other sectors, and improved liquidity position.

Moody's considers the coronavirus outbreak a social risk under its
ESG framework. The medical product and device sector have been one
of the sectors affected by the shock given the shift in healthcare
expenditure towards coronavirus in the near term.

LIQUIDITY

Moody's considers LimaCorporate's liquidity to be adequate and
supported by: (i) a cash balance of EUR53 million as of 30th June
2020; (ii) a EUR6 million undrawn RCF at the same date; and (iii)
no meaningful debt amortization until 2023. Moody's expects the
company to repay around EUR17 million of the RCF in the next
quarter while the EUR15 million equity commitment from the
company's shareholders will support liquidity if needed.

Moody's expects that FCF generation will once again be positive in
2021 as a result of (i) the expected rebound in sales; (ii) lower
working capital outflows, because the company has already built up
inventory levels; and (iii) slightly lower capex investments. That
being said, Moody's expects the FCF generation to remain very
limited in the coming years given the capital intensity of the
business (16% of revenues from sales and services in 2019). Moody's
also expects that liquidity will be impacted by TechMah's
outstanding milestone payments (EUR18 million remaining as of June
2020), but the rating agency has limited visibility on the timing
of these payments.

STRUCTURAL CONSIDERATIONS

Using Moody's Loss Given Default for Speculative-Grade Companies
methodology, the PDR is B3-PD, in line with the CFR, reflecting its
assumption of a 50% recovery rate as is customary for capital
structures including notes and bank debt. The FRNs are rated B3 in
line with the CFR due to a limited amount of RCF, which has
priority over the proceeds in an enforcement under the
Intercreditor Agreement. The shareholder funding in the restricted
group is in the form of equity. The EUR85 million PIK note issued
outside of the restricted group is not incorporated in its credit
metrics and taken into consideration when determining the ratings
of the company.

OUTLOOK RATIONALE

The stable outlook reflects Moody's expectations that
LimaCorporate's trading will be back to 2019 levels in 2021,
leading to a Moody's adjusted leverage improving towards 6x and
positive FCF generation, in the next 12-18 months. It also reflects
Moody's view that LimaCorporate will have enough liquidity to cope
with the continuing effects of the coronavirus pandemic.

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

Given the high uncertainty over pace of recovery, positive pressure
on the rating is unlikely in the near-term but could occur if: (i)
Moody's adjusted leverage declines well below 6x on a sustainable
basis; and (ii) LimaCorporate improves its liquidity, including a
Moody's-adjusted FCF/debt increasing above 5% on a sustained
basis.

Negative pressure on the rating could occur if: (i)
Moody's-adjusted leverage remains above 7x for a prolonged period;
(ii) the company's liquidity profile deteriorates, including
Moody's-adjusted negative free cash flow on a sustained basis; or
(iii) the company undertakes debt-financed acquisitions or
shareholder distributions.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.

COMPANY PROFILE

Headquartered in San Daniele del Friuli, Italy, LimaCorporate is a
global orthopedic medical device company with subsidiaries in 24
countries and sales across 44 countries. The company manufactures
and markets innovative joint replacement and repair solutions in
the Hips, Extremities (predominately Shoulder) and Knees segments.
In the last twelve months ending June 2020, the company reported
revenue EUR200 million of and adjusted EBITDA of EUR51 million.




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

GARFUNKELUX HOLDCO 2: Fitch Assigns B+ LT IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned Garfunkelux Holdco 2 S.A. (GH2, Lowell)
a Long-Term Issuer Default Rating (IDR) of 'B+' with a Stable
Outlook. Fitch has also assigned Garfunkelux Holdco 3 S.A.'s (GH3)
planned GBP1.6 billion senior secured debt issuance a 'B+(EXP)'
expected rating. The assignment of a final rating to the senior
secured notes is contingent on the receipt of final documents
conforming to information already reviewed.

GH2 is the Luxembourg-domiciled parent company of Lowell group, a
leading European debt purchaser with a primary focus on unsecured
consumer finance portfolios. The acquisition of Germany-based GFKL
Financial Services in 2015 and Intrum AB's Nordic carve-out
business (following the latter's acquisition of Lindorff) in 2018
expanded Lowell's historically UK-centred franchise to
German-speaking markets (DACH) and Scandinavia (Northern European
division).

GH3, the Luxembourg-domiciled note issuing entity and top holding
company of the restricted group (for the purposes of the senior
secured notes), is fully owned by GH2. Lowell is majority owned by
private equity funds controlled by Permira (63.9% beneficial
interest) with the Ontario Teachers' Pension Plan (27.7%) and
management (8.2%) holding minority stakes.

Lowell is in the process of refinancing its capital structure,
which entails the injection of GBP600 million in equity and
shareholder loans from its owners and the issuance of GBP1.6
billion of senior secured notes. As part of the transaction, Lowell
is extending the maturity of its EUR455 million revolving credit
facility (RCF) to 2025 (from end-2021).

KEY RATING DRIVERS

IDR

The Long-Term IDR reflects Lowell's well-established and
diversified franchise in some of Europe's largest debt purchasing
markets, robust business model supported by strong data analytics
and consistent collection performance through economic cycles. The
rating also takes into account Lowell's below-average profitability
(which has resulted in pre-tax losses since 2015), and elevated,
albeit improving, cash flow leverage.

The Stable Outlook reflects Fitch's view that at its current rating
Lowell has sufficient headroom under Fitch's base case to absorb
the negative impact the COVID-19 pandemic will likely have on its
financial metrics in 4Q20 and 2021.

The pandemic has affected Lowell's collection performance since
March 2020, notably in its UK business, as the company temporarily
suspended litigation and reduced outbound collection calls. While
collection revenue in DACH and Northern Europe remained resilient
in 2Q20 and 3Q20, collection revenue in the UK fell, resulting in
gross debt purchase collections for the group tracking at 93% of
forecast expectation (based on its end-2019 static pool) in the
nine months to end-September 2020. However, the level of shortfall
narrowed during 3Q20 relative to 2Q20, and cumulative collection
performance on the end-1H20 static pool was tracking at 102%.

Management does not currently expect any meaningful negative impact
on Lowell's estimated remaining collections (ERC; around GBP3.5
billion based on a 120-month period at end-June 2020, GBP4.1
billion based on a 180-month period) as it believes collections
have been deferred rather than lost. In the nine months to
end-3Q20, Lowell spent GBP180 million on portfolio acquisitions,
which is lower year-on-year but remains above its ERC replacement
rate. For the full year, Lowell expects capital deployment to
amount to around GBP300 million (at around 19% IRRs).

Lowell should be more resilient to pressure on collection revenue
than during the 2008 financial crisis, due to a materially larger
proportion of collections from payment plans, a higher proportion
of payment plans being subject to affordability assessments and a
large proportion of customers eligible for COVID-19 related
government support or government benefits. In addition, a larger
proportion of portfolio purchases (compared with 2008) are from
forward flow agreements (as opposed to spot purchases).

Under its base case, Fitch assumes the operating environment for
debt purchasers to remain broadly supportive in 2021 but expects
downside to performance to persist, notably regarding collection
levels, further potential portfolio impairments and possible delays
in making meaningful portfolio acquisitions. Fitch's assumptions
include income from portfolio investments in 2H20 to be 5% below
1H20, no net portfolio write-ups (or impairments) in 2H20, service
revenue to remain flat and finance increase to be moderately higher
than anticipated by Lowell in the context of the ongoing
refinancing exercise.

Diversification by jurisdiction and revenue contribution from less
balance sheet-intensive debt servicing activities is lower than
peers. However, Lowell has strong franchises in all its markets,
which supports Fitch's assessment of Lowell's company profile. At
end-June 2020, 60% of Lowell's 120 months ERC related to its UK
business (from 15.8 million active accounts and over 2,400 owned
debt portfolios), 25% to the Northern Europe division (2.2 million
active accounts, approximately 1,200 portfolios) and 15% to DACH
(4.0 million active accounts, over 550 portfolios).

By cash income, Lowell's DACH division is larger (27%; UK: 48%;
Northern Europe: 25%) due to Lowell's sizeable debt servicing
business, notably in Germany. Overall, debt services activities
accounted for 17% of cash income in 1H20, which is lower than more
diversified peers. By industry, at end-1H20, 58% of ERC related to
financial services, 22% to retail, 15% to telecommunications and 5%
to other industries.

Lowell's collection performance in recent years has been sound,
with gross money multiples close to or above 2x since the 2008
financial crisis in all three regions. In addition, actual gross
money multiples exceeded priced gross money multiples in most
vintages, in particular in the years following the 2008 financial
crisis. Lowell's pricing ability is supported by the availability
of comprehensive data and data analytics in all its markets.

Fitch's assessment of Lowell's profitability takes into account the
company's sound adjusted EBITDA margin (including adjustments for
portfolio amortisation; around 50% in 1H20 as calculated by Fitch)
but also its weak net profitability, weighed down by considerable
interest expenses, with reported pre-tax losses since its
acquisition of GFKL. The current refinancing exercise, increasing
scale and Lowell's ongoing cost optimisation programme should
support an expanding EBITDA margin and improved net profitability.
However, Fitch believes that dislocations relating to the pandemic
will continue to put pressure on Lowell's profitability in the
medium term.

Fitch's core leverage metric for companies with typically stable
asset-based cash-generation characteristics and/or significant
non-balance-sheet-related earnings, such as debt purchasers, is
gross debt-to-adjusted EBITDA. The benchmark boundary for leverage
between 'b' and 'bb' range ratings is 3.5x, and by Fitch's
calculations the ratio (based on annualised adjusted EBITDA and
after adding back the 1H20 portfolio revaluation as an exceptional
item) at end-1H20 was close to 6x. Pro forma for the planned
transaction (which will lead to reduction of outstanding debt of
around 30%), Lowell's end-1H20 gross leverage improves to around
4.2x, which is materially improved but nonetheless represents a
constraint on the current rating.

Lowell itself monitors leverage by reference to net debt-to-pro
forma cash EBITDA on a rolling 12-month basis, which at end-1H20
stood at 4.7x (3.6x pro forma for the transaction). Lowell targets
a net leverage ratio of between 3.5x and 4.0x by 2022, the
sustained achievement of which Fitch would view positively. Under
Fitch's base case, Lowell's cash flow leverage remains relatively
resilient in 4Q20 and 2021 which supports Fitch's assessment of
Lowell's capitalisation.

While Fitch believes the primary source of debt repayment to be
cash flows generated from Lowell's ERC, Fitch notes that due to
sizeable acquisitions and pre-tax losses since 2015, Lowell's
tangible equity position is negative, even when sizeable
shareholder loans (treated as equity under relevant Fitch criteria)
are included.

Following the anticipated refinancing, Lowell's gross debt at
end-June 2020 (pro forma for the transaction) amounted to GBP1,945
million, consisting of GBP1.6 billion newly issued senior secured
notes maturing in 2025 and 2026 respectively, GBP234 million in
outstanding securitisation debt and a GBP98 million draw-down under
Lowell's RCF.

Following the transaction, there are no material near-term
refinancing requirements (with the RCF maturity in 2025 the first
material maturity) and liquidity as of end-3Q20 amounted to around
GBP300 million, consisting of around GBP160 million RCF headroom,
GBP50 million headroom in its securitisations and unrestricted
cash. Pro forma for the transaction, available liquidity will
increase to around GBP390 million. While in the longer term there
is a need to replenish the business with regular portfolio
acquisitions, debt purchasers also have the option over shorter
periods to moderate their rate of investment, with cash flows from
portfolios already held able to conserve liquidity over the
near-term.

Under Fitch's base case, Lowell's EBITDA/interest expense ratio
remains low at just above 2x in 2H20 and 2021 which corresponds to
a funding, liquidity and coverage score in the 'b' range (the ratio
improves to around 2.5x if shareholder loan interest is excluded).
This constrains Fitch's assessment of Lowell's funding and
liquidity profile.

Fitch assigns Lowell an ESG score of '4' in relation to 'Financial
Transparency', in view of the significance of internal modelling to
portfolio valuations and associated metrics such as estimated
remaining collections. However, this is a feature of the debt
purchasing sector as a whole, and not specific to Lowell.

SENIOR SECURED DEBT

The expected rating of GH3's upcoming senior secured debt reflects
Fitch's view of average recoveries (RR4) of this debt class. The
senior secured notes, ranking pari passu with Lowell's existing
debt, are junior to Lowell's RCF, which Fitch has deemed to be
fully drawn (with proceeds used to acquire additional debt
portfolios) in its recovery analysis.

RATING SENSITIVITIES

IDR

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

  - Maintaining cash flow leverage towards the lower end of
management's target range (net debt/EBITDA of 3.5x) post
refinancing, in particular if in conjunction with a wider EBITDA
margin and improved net profitability, could lead to an upgrade of
Lowell's Long-Term IDR to 'BB-'.

  - Maintaining Lowell's EBITDA/interest expense ratio (excluding
shareholder interest payments) consistently above 3x would also
support positive rating action

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

  - Cash flow leverage (gross debt/EBITDA as calculated by Fitch)
materially worsening beyond Fitch's base case for 4Q20 and 2021 in
particular if exceeding 5x, specifically if without prospects of a
short-term recovery;

  - A material weakening in Lowell's EBITDA/interest expense ratio,
in particular if without prospects of a short-term recovery.

SENIOR SECURED DEBT

The expected rating of GH3's upcoming senior secured debt is
principally sensitive to changes in Lowell's Long-Term IDR.

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

  - Positive rating action on Lowell's Long-Term IDR;

  - Improved recovery expectations for instance as a result of a
thinner layer of debt senior to the notes.

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

  - Negative rating action on Lowell's Long-Term IDR;

  - Weaker recovery expectations.

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

Lowell has an ESG Relevance Score of '4' in relation to 'Financial
Transparency', in view of the significance of internal modelling to
portfolio valuations and associated metrics such as estimated
remaining collections. However, this is a feature of the debt
purchasing sector as a whole, and not specific to Lowell.

Unless 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.


GARFUNKELUX HOLDCO 2: Moody's Upgrades CFR to B2, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded Garfunkelux Holdco 2 S.A.'s
corporate family rating and upgraded the local and foreign currency
ratings assigned to the senior secured notes issued by Garfunkelux
Holdco 3 S.A. to B2 from B3. The outlook on the issuers is stable.

The rating action follows Garfunkelux's announcement in relation to
its capital restructuring, which will include a GBP600 million
capital contribution, most of the proceeds from which will be
applied to a partial repayment of senior debt outstanding [1].
Garfunkelux's new senior secured notes issuance in the aggregate
amount of GBP1,613 million (equivalent) will replace the company's
current outstanding senior secured notes, which amounted to
GBP1,870 million (equivalent) as of June 30, 2020. In addition, the
company will fully redeem its GBP197 million senior unsecured notes
due 2023 and partially repay drawings under its revolving credit
facility.

The Caa2 foreign currency rating of the senior unsecured notes
issued by Garfunkelux Holdco 2 S.A. was unaffected by this action,
as the notes will be fully repaid in the contemplated transaction.

RATINGS RATIONALE

The upgrade of Garfunkelux's CFR to B2 from B3 reflects an expected
improvement in the company's credit profile from the GBP600 million
capital contribution and a refinancing of the existing senior
secured notes. Most of the proceeds from the contribution will be
used to repay senior debt, which would reduce Garfunkelux's
Debt/EBITDA leverage and strengthen the company's interest
coverage, reflecting reduced interest expense due to lower amount
of debt outstanding. The contemplated refinancing will extend
Garfunkelux's senior secured notes' maturities, improving the
company's liquidity profile.

The upgrade of Garfunkelux's senior secured debt ratings to B2 from
B3 follows the upgrade of its CFR and reflects the application of
Moody's Loss Given Default for Speculative-Grade Companies
methodology, published in December 2015, and the priorities of
claims in the company's pro-forma liability structure.

STABLE OUTLOOK RATIONALE

The outlook is stable, thereby incorporating Moody's expectations
that Garfunkelux's financial performance in the next 12-18 months
will strengthen, aided by lower leverage, leading to reduced
interest expense, and also due to ongoing cost-cutting
initiatives.

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

Garfunkelux's CFR could be upgraded if the company's financial
performance improves beyond Moody's current expectations, as
evidenced by consistently positive earnings and improved cash
flows, and if its Debt/EBITDA leverage is reduced further.

The senior secured debt ratings could be upgraded because of 1) an
upgrade of Garfunkelux's CFR or 2) changes to the liability
structure that would increase the amount of debt considered junior
to the notes.

Garfunkelux's CFR will be downgraded if the planned transaction is
not consummated. Also, Garfunkelux's CFR could be downgraded if the
company's financial performance deteriorates, leading to an
increase in leverage to pre-transaction levels or above and to a
reduction in interest coverage, and resulting in weaker-than
expected cash flows.

The senior secured debt ratings could be downgraded because of 1) a
downgrade of Garfunkelux's CFR or 2) changes to the liability
structure that would increase the amount of debt considered senior
to the notes or reduce the amount of debt considered junior to the
notes.

PRINCIPAL METHODOLOGY

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


GARFUNKELUX HOLDCO 2: S&P Alters Outlook to Stable, Affirms B+ ICR
------------------------------------------------------------------
S&P Global Ratings revised the outlook on Garfunkelux Holdco 2 S.A.
(Lowell) to stable from negative and affirmed its 'B+' long-term
issuer credit rating.

S&P said, "Lowell announced a series of transactions that we expect
to bolster its financial position. These transactions include the
issuance of senior secured debt, the repayment of a number of
existing bonds, and a capital injection from Lowell's financial
sponsor owners.

"We expect the transactions to facilitate the deleveraging of
Lowell's balance sheet over 2020 and 2021, and alleviate some, but
not all, of the longstanding pressure on Lowell's credit profile.

"We are assigning an issue rating of 'B+' to the new senior secured
notes to be issued by Garfunkelux Holdco 3, which is in line with
the existing 'B+' rating on the senior secured notes issued by the
same entity.

"On finalization of the transactions, we will be withdrawing our
'B-' issue rating on the senior unsecured notes issued by Lowell as
these notes will ultimately be redeemed in full.

"The stable outlook reflects our expectation that the transactions
and Lowell's expected stable performance throughout 2020 will
enable it to deliver interest coverage and leverage metrics that
are more commensurate with the 'B+' rating over the next 12
months.

"The outlook revision reflect our view that the series of
transactions Lowell announced on Oct. 21, 2020, as part of a
capital structure optimization exercise, will bolster its financial
position and facilitate deleveraging over 2020 and 2021.

The key sources and uses of funds under the transactions are as
follows:

Sources:

-- Issuance of GBP1.6 billion of new senior secured notes. This
will be across three tranches of sterling fixed rate notes; euro
fixed rate notes; and euro floating rate notes.

-- Injection of GBP600 million of capital by the group's parents.
S&P understands that this will close concurrently with the bond
transaction and is fully approved by the financial sponsors'
investment committees.

-- Cash on balance sheet, at June 30, 2020, of GBP190 million.

Uses:

-- Redemption of existing 2022 euro notes, for a consideration of
GBP333 million equivalent;

-- Redemption of existing 2022 sterling notes, for a consideration
of GBP565 million equivalent;

-- Redemption of existing 2023 sterling senior unsecured notes,
including cancellation of notes previously purchased by the group,
for a consideration of GBP230 million;

-- Redemption of existing 2023 EUR415 million notes, for a
consideration of GBP378 million equivalent;

-- Redemption of existing 2023 EUR530 million notes, for a
consideration of GBP483 million equivalent;

-- Redemption of existing 2023 Swedish krone notes, for a
consideration of GBP111 million equivalent;

-- Partial repayment of the revolving credit facility (RCF) of
GBP305 million, against June 30, 2020 levels, leaving approximately
GBP98 million outstanding; and

-- Transaction expenses of approximately GBP30 million.

Before its announcement of the transaction, the group also
disclosed a number of performance indicators covering year-to-date
to end-September 2020.

S&P said, "In our view, the effects of the announced transactions
and the group's trading update are substantial. Although they do
not remove all of our longstanding, pre-pandemic concerns about
Lowell's structurally high leverage, they reduce the immediate
downside risks to the rating, as we expect both leverage and
interest coverage to improve over the next 12 months.

"We expect the transaction and Lowell's resilient performance to
deliver a more stable financial profile over the next 12-24 months.
Based on the transaction and our revised base case following
Lowell's trading update, we expect Lowell's financial position to
improve in the next 12 months. We expect leverage for 2020 to move
to 4.50x-4.75x on a cash-adjusted basis, compared with our previous
expectation of leverage materially above 5.5x, supported by
interest coverage moving above 3.0x on the same basis.

"This improvement from year-end 2019 incorporates our forecast of
broadly flat S&P Global Ratings-adjusted EBITDA for 2020, and as
such highlights the incremental benefit of Lowell's repayment of
the expensive senior unsecured notes, and repayment of its existing
drawing on the RCF. Over 2021, we expect cash leverage to move
toward 4.0x, and EBITDA interest coverage to move toward 3.5x.
These metrics will support the 'B+' rating over the outlook
horizon, but we note that the group's broad financial position
remains relatively weak.

"We view the GBP600 million capital injection as an important
source of incremental financial flexibility for the group, and a
key support to the stable outlook.   The capital injection is an
important factor in our revision of the outlook to stable, as it
significantly enhances the group's financial flexibility and
sustainability at transaction close. While we expect the group to
deploy much of its financial headroom to purchase additional
portfolios of nonperforming assets over the next 12-24 months, this
deployment begins from a much more favorable financial position."

Beyond its positive impact on the medium-term financial metrics,
the financial sponsors' role in the proposed transaction is a key
holistic support to the rating. S&P sees the injection of
significant capital as being evidence of a stable, if relatively
high, financial risk tolerance from the sponsors, and provides S&P
with further comfort that there is meaningful momentum behind
Lowell's medium-term financial leverage target of 3.5x-4.0x on a
cash-adjusted basis.

The rating remains constrained by Lowell's track record of
relatively weak financial metrics.   Despite these positive
developments, the rating is currently constrained by Lowell's high
adjusted leverage, notably its weak statutory metrics (that is,
without the add-back for portfolio collections), negative tangible
equity, and financial sponsor ownership. These features are
unlikely to fade away in the next quarters, in S&P's view.

Specifically, Lowell has a track record of high cash and statutory
leverage, with S&P Global Ratings-adjusted cash leverage at 5.5x
and 6.2x at year-ends 2019 and 2018, higher than most peers. The
group's statutory debt to EBITDA persistently exceeded 10x for the
same period. Furthermore, debt to tangible equity remains deeply
negative for full-year 2019 and throughout our base case for 2020
and 2021. S&P said, "In combination, we believe that these metrics
remain commensurate with a highly leveraged financial risk profile
and an FS-6 financial policy assessment, both of which constrain
our rating. We will monitor how the company's tolerance for
leverage evolves once the economic outlook improves and business
grows again. However, Lowell's business risk profile, notably its
size, scale, expertise, and geographic diversification, compares
well with that of peers."

S&P said, "We remain cautious about downside risks over the next
year.   Our previous base case for Lowell, as for its sector peers,
was for more than 10% underperformance in collections. This level
of underperformance would be broadly commensurate with
cash-adjusted leverage significantly above 6x for Lowell.
Consequently, while we are revising our outlook to stable thanks to
the group's more favorable year-to-date results and its liability
management initiatives, we remain vigilant about medium-term
underperformance risks as the macroeconomic environment remains
uncertain." In particular, in the next few quarters, S&P will
closely monitor the following:

-- Lowell's collections, asset quality, and broad financial
metrics; and

-- Any signs of deterioration in S&P's macroeconomic base case
over the remainder of 2020, likely in line with the downside
scenario(s) it lays out in its credit conditions article "Curve
Flattens, Recovery Unlocks," published on June 30, 2020.

S&P said, "The stable outlook reflects our expectation that Lowell
will display resilient earnings and cash flows over the near term.
This should result in more robust interest coverage and leverage
metrics than we previously forecast and that are more commensurate
with the 'B+' rating over the next 12 months.

"We would lower the rating if Lowell's leverage and coverage
metrics weaken over the next 12 months, with the benefits of the
announced transactions being offset by more delays and volatility
in collections as a consequence of ongoing macroeconomic pressure
from the COVID-19 pandemic, or sharper declines in servicing
revenue than we expect."

Rating upside is unlikely at this time because, despite
improvements, Lowell's credit metrics, and notably interest
coverage by EBITDA, remain at the lower end of the range for the
rating, and the group's track record of stable financial metrics
remains weak, despite the positive effects of the transaction.

S&P said, "Based on our understanding of information shared by
management as part of the transaction, Lowell has outperformed our
previous base case. Year-to-date collections are running at around
93% of the group's expectation as of September. It also undertook a
modest negative revaluation on its portfolio of approximately 1% of
book value in June 2020. This compares well to our previous base
case in which we expected cash collections to come in significantly
more than 10% below our pre-pandemic forecast for the full year,
with a comparable negative portfolio revaluation of up to 5% of
book value."

Lowell also disclosed that collections for its U.K. division ran
between 79% and 84% of forecasted expectations between April and
August, improving to 86% in September.

S&P said, "Alongside this performance our revised base case now
reflects the effects of the repayment of Lowell's expensive senior
unsecured notes. We expect this to have a favorable effect on our
revised full-year 2020 base case for cash adjusted leverage of
about 0.5x. This is now taken alongside a repayment of the RCF to
approximately GBP90 million-GBP100 million, which has a further
positive impact on our base case credit metrics."

S&P's revised base case is based on the following key assumptions:

Assumptions

-- A fall in cash collections by approximately 6%-8% from 2019 for
full-year 2020;

-- A fall in servicing revenue by a similar amount;

-- Flat or modestly improving cash EBITDA for full-year 2020
compared to full-year 2019, with an underlying cash EBITDA margin
of roughly 50% for 2020;

-- Capital deployment of GBP320 million in 2020, and of GBP350
million-GBP375 million in 2021;

-- Despite improved earnings and the capital injection from the
parents, S&P expects the group's tangible equity to remain
negative, reflecting significant goodwill and a history of negative
retained earnings.

The following issue ratings incorporate S&P's view of the group's
asset base, and the prospective scale and contribution to group
income of its third-party servicing business:

-- The 'B+' issue rating on the new senior secured notes issued by
Garfunkelux HoldCo 3. The recovery rating of '4' indicates our
expectation of average recovery (30%-50%; rounded estimate: 45%)
prospects in the event of payment default.

-- The 'BB' issue rating on the super senior RCF co-issued by
Lowell Holding GmbH and Simon Bidco Ltd., with a recovery rating of
'1' indicating S&P's expectation of very high (90%-100%; rounded
estimate: 95%) recovery prospects in the event of a payment
default.

-- S&P's simulated default scenario contemplates a default in
2025, reflecting a significant decline in cash flow as a result of
adverse operational issues, lost clients, difficult collection
conditions, or greater competitive pressures leading to mispricing
of portfolio purchases.

S&P said, "We calculate a combined enterprise value, taking into
consideration the different business segments and assuming that
Lowell's portfolio of debt receivables would find a potential
acquirer. We deduct assets that are pledged to the securitization
in our analysis, and assume the facility would be 100% drawn at
default. We apply a haircut of 25% to the book value of the
debt-portfolios after adjusting for the pledged assets.

"In addition, we assume earnings from its third-party servicing
businesses will decline and apply a valuation using a 4.0x EBITDA
multiple. We assess it on a going-concern basis given its long-term
contracts and established relationships with customers."

-- Year of default: 2025
-- Jurisdiction: United States (New York)
-- Net enterprise value [1] on liquidation: GBP1,238 million
-- Priority claims [2]: GBP362 million
-- Recovery expectation: 1 (rounded estimate: 95%)
-- Collateral value available to secured creditors: GBP876
million
-- Senior secured claims [2]: GBP1,676 million
-- Recovery expectation: 4 (rounded estimate: 45%)

[1]This figure is net of a 5% administrative expense charge.
[2]Includes six months of prepetition interest expense.


QUINTET PRIVATE: Fitch Gives Final BB- on Add'l. Tier 1 Notes
-------------------------------------------------------------
Fitch Ratings has assigned Quintet Private Bank (Europe) S.A.'s
(Quintet, BBB/Stable) additional Tier 1 (AT1) notes a final rating
of 'BB-'.

Quintet's other ratings are unaffected by this rating action.

KEY RATING DRIVERS

The notes are perpetual, deeply subordinated, fixed-rate resettable
AT1 debt securities. The notes have fully discretionary
non-cumulative interest payments and are subject to partial or full
write-down if the bank's consolidated common equity Tier 1 (CET1)
ratio, the bank's solo CET1 ratio or if the consolidated CET1 ratio
of Precision Capital SA, Quintet's parent, falls below 5.125%. The
principal write-down can be reversed and written up at the issuer's
discretion, provided certain conditions are met.

The rating assigned to the securities is four notches below
Quintet's 'bbb' Viability Rating (VR), in line with Fitch's
criteria for assigning ratings to hybrid instruments. This notching
reflects the instrument's higher expected loss severity relative to
the bank's VR due to the notes' deep subordination (two notches).
In addition, the notching reflects higher non-performance risk
relative to senior obligations given fully discretionary coupon
payments and mandatory coupon restriction features, which include a
breach of Quintet's combined buffer requirement (two notches).

Quintet's regulatory capital consists only of CET1 capital. The
bank maintains sound buffers above its regulatory capital
requirement. At end-June 2020, Quintet's consolidated CET1 and
total capital ratios were both at 16.7% and were respectively 860bp
and 420bp above the bank's Supervisory Review and Evaluation
Process requirement, respectively (8.2% CET1 and 12.5% total
capital ratio). Precision Capital has no other investments apart
from Quintet and needs to comply with the same minimum capital
requirements as the bank. Precision Capital's consolidated CET1 and
total capital ratios both were at 17.3% at end-June 2020, providing
a strong buffer of about 920bp and 480bp, respectively, above its
Supervisory Review and Evaluation Process requirement.

RATING SENSITIVITIES

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

The AT1 notes' rating would be upgraded if Quintet's VR is
upgraded.

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

The AT1 notes' rating would be downgraded if Quintet's VR is
downgraded and in case of a sharp decrease in capitalisation at
Precision Capital. The rating is also sensitive to adverse changes
in their notching from Quintet's VR, which could arise if Fitch
changes its assessment of the probability of their non-performance
relative to the risk captured in the VR. This may reflect a change
in capital management in the group or an unexpected shift in
regulatory buffer requirements, for example.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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




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

PAX MIDCO: Moody's Confirms B3 CFR, Outlook Negative
----------------------------------------------------
Moody's Investors Service confirmed the ratings of Pax Midco Spain,
a leading concession catering company, including the corporate
family rating (CFR) of B3 and the probability of default rating
(PDR) of B3-PD. The B3 ratings on the senior secured credit
facilities at Financiere Pax S.A.S. have also been confirmed. The
outlook on both entities is negative.

This concludes the review for downgrade that was initiated on June
12, 2020.

"Today's rating action balances the improved liquidity profile
thanks to the receipt of state-guaranteed loans and a new equity
injection, against a slower recovery in revenue and profitability
than we initially anticipated in June because of the recent
resurgence in coronavirus cases", says Eric Kang, a Moody's Vice
President - Senior Analyst and lead analyst for Areas. "This could
result in weak credit metrics for the B3 CFR through 2022 including
Moody's-adjusted debt/EBITDA remaining above 5.5x (including the
effect of IFRS16), Moody's-adjusted EBIT/interest remaining below
1.0x, and negative free cash flow", adds Mr Kang.

RATINGS RATIONALE

The B3 CFR with a negative outlook reflects Areas' exposure to
depressed air passenger traffic through at least 2022, which will
hinder the recovery in the company's points of sales located in
airports. This means that revenue is unlikely to revert to the
level of its fiscal year ended September 30, 2019 ("fiscal 2019")
before fiscal 2023 at the earliest. The effect of the lower revenue
on earnings will also be compounded by the company's high fixed or
semi-fixed cost structure, notably its minimum annual guarantees
(MAG).

Besides the uncertainty of EBITDA growth, the CFR also reflects the
company's more levered capital structure because of the debt raised
to support liquidity. There is also limited scope for a material
reduction in gross debt through 2022 given Moody's expectations of
negative free cash flow. The rating agency expects Moody's-adjusted
debt/EBITDA of around 7x in fiscal 2021 (including the effect of
IFRS16), before reducing to below 5.5x in fiscal 2022 (including
the effect of IFRS16). These forecasts also incorporate the
benefits of cost saving measures initiated by management and
Moody's expectations that MAG will be adjusted to reflect the
weaker air demand outlook, but both are subject to execution risks.
These forecasts do not assume a widespread reinstatement of travel
restrictions across Areas' key countries of operations.

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.
Moody's analysis has considered the effect on the performance of
Areas 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 Moody's 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.

More positively, the CFR also incorporates the company's presence
across other types of travel hubs such as train stations and
motorway service areas, which Moody's expects will recover at a
faster pace. However, a rapid recovery over the next 12-18 months
could be hindered by the reinstatement of travel restrictions as
well as lower discretionary spending due to weaker economic growth
and likely sustained high unemployment.

The CFR is also supported by the improved liquidity profile
following the issuance of EUR165 million of state-guaranteed loans
(of which EUR135 million and EUR30 million are guaranteed by the
French and Spanish states respectively) and the equity injection of
EUR30 million earlier this month. This was in addition to the EUR48
million of completion account settlements received from Elior Group
S.A. (Ba3 negative) in August 2020. The additional liquidity will
help cushioning the negative free cash flow Moody's forecasts over
the next 12-18 months.

As of October 1, 2020, the company had cash on balance sheet of
around EUR450 million pro forma the state guaranteed loans and the
new equity. The revolving credit facility (RCF) and capex and
acquisition facility (CAF) were both fully drawn. The company also
has access to short-term overdraft facilities of c.EUR31 million.
As is typical for restaurant companies, the company's cash balances
also include working cash -- petty cash at each point of sale and
cash in transit -- that Moody's estimates at around 1.5%-2.0% of
revenue.

Furthermore, RCF lenders agreed to waive the springing senior
secured net leverage covenant test until December 2021 (included).
During this waiver period, the company will need to comply with a
monthly minimum liquidity test of EUR100 million (cash on balance
and undrawn committed facilities) under the French state guaranteed
loans. Afterwards, minimum liquidity will be tested quarterly if
the senior secured net leverage (as defined by the debt indenture)
is above 5.5x. The ratio was around 23x and 4.5x at the end of June
2020 and September 2019 respectively (before the effect of
IFRS16).

Except for the Spanish state-guaranteed ICO loans of around EUR25
million in aggregate, which comprise several bilateral facilities
amortizing on a monthly basis over 24 months from either April or
May 2021, the nearest debt maturity is the Spanish state-guaranteed
CESCE loans of EUR30 million in October 2023.The EUR135 million
French state-guaranteed loan has an initial maturity of 12 months,
but the company has the option to extend it up to 2026 (with annual
instalments of at least 10% of the initial principal after the
second year). The senior secured credit facilities do not mature
before 2025-2026.

STRUCTURAL CONSIDERATIONS

The senior secured credit facilities are rated B3, at the same
level as the CFR, reflecting their pari passu ranking with the
state-guaranteed loans under its Loss Given Default for
Speculative-Grade Companies methodology. This is because the
structural subordination of the senior secured credit facilities to
the state-guaranteed loans is offset by the upstream guarantees
from operating companies.

The senior secured credit facilities benefit from first ranking
transaction security over shares, bank accounts and intragroup
receivables of material subsidiaries. Moody's typically views debt
with this type of security package to be akin to unsecured debt.
However, the credit facilities will benefit from upstream
guarantees from operating companies accounting for at least 80% of
consolidated EBITDA.

The French state-guaranteed was issued by Holding De Restauration
Concedee S.A.S., a France-based operating company. It is unsecured
and unguaranteed by other operating companies.

The Spanish state-guaranteed CESCE and ICO loans were issued by
Areas SAU, a Spain-based operating company. The ICO loans are
unsecured and unguaranteed by other operating companies but the
CESCE loan share a similar security and guarantor package as the
senior secured credit facilities.

RATING OUTLOOK

The negative outlook reflects the uncertainty as to the pace of a
material recovery in Areas' earnings over the next 12-18 months,
which could result in credit metrics remaining sustainably outside
the guidance to maintain the B3 CFR as outlined below and/or a
drain on liquidity, which currently underpins the company's
ratings.

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

Downward rating pressure could arise if there is a prolonged
weakness in demand and this results in a weaker liquidity profile
or an unsustainable capital structure. Downward rating pressure
could also arise if Moody's-adjusted (gross) debt/EBITDA remains
sustainably above 5.5x, Moody's -adjusted EBIT/interest remains
weak at less than 1.0x, or free cash flow remains negative.

An upgrade is unlikely before a normalization of market conditions
as well as Moody's expectation of sustained organic growth in
revenues and earnings. Over time, upward rating pressure could
develop if Moody's-adjusted (gross) debt/EBITDA is sustainably
below 5.0x, Moody's EBIT/interest is above 1.5x, and the company
maintains a solid liquidity profile, including positive free cash
flow.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Restaurant
Industry published in January 2018.

COMPANY PROFILE

Areas, headquartered in Spain, is a leading operator of food and
beverage concessions in travel hubs such as airports, train
stations, and motorway service areas. The company had revenue of
EUR1.9 billion in the fiscal year ended September 2019.




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

EUROCHEM GROUP: Fitch Affirms BB LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Switzerland-based EuroChem Group AG's
Long-Term Issuer Default Rating (IDR) at 'BB' with a Stable
Outlook.

The affirmation of the rating captures the group's enhanced
operational profile following the ramp-up of the ammonia and
Usolskiy potash project and solid credit metrics. While Fitch
forecasts its financial profile to continue improving over
2020-2023, the recently announced investment in a new ammonia and
urea complex prevents a more pronounced deleveraging. The ratings
are constrained by both a lack of absolute debt reduction and a
clearly defined financial policy.

The rating is also supported by EuroChem's diversification into all
three nutrients (nitrogen, phosphate and potash), vertical
integration and strong cost position. While the forecast leverage
over the next four years is at or below its positive threshold of
funds from operations (FFO) net leverage of 3.5x, it is mainly
driven by EBITDA growth due to both market recovery and
implementation of the expansion projects.

KEY RATING DRIVERS

Business Profile Enhanced Beyond 2020: EuroChem's Northwest ammonia
project in Kingisepp (ENW1) and Usolskiy potash mine contributed
respectively USD39 million and approximately USD150 million to
EBITDA in 1H20. Usolskiy produced more than 1 million tonne (mt) of
potash in 1H20 and is expected to almost reach its designed
capacity of 2.3mt by end-2020, with a possible further expansion to
2.7mt-2.9mt in 2021.

Second Ammonia and Urea Plant: EuroChem will invest USD1.4 billion
in 1mt ammonia and 1.4mt urea production facilities in Kingisepp -
EuroChem North West 2 (ENW2) - from end-2020, with expected
completion by end-2023. The urea plant can use ammonia from both
ENW2 and ENW1. EuroChem is planning to sign a USD1.1 billion
project-finance agreement, with internal cash flow generation
financing the rest of the capex. Fitch consolidates the group's
project-finance debt because of the strategic importance of the
investments and the inclusion of a cross-default clause in the
financing agreements.

Increased Capex to Reduce FCF: Fitch expects neutral free cash flow
(FCF) generation in 2021 and 2022 due to ongoing investments in
potash projects, new capex in ENW2 plant and a lower price
environment than previously expected. Fitch now expects the group's
funds from operations (FFO) net leverage to remain at 3.5x until
end-2022 and to fall below 3.5x in 2023, compared with 2.4x in 2022
under its previous forecast. Fitch does not expect the potential
increase of the mineral extraction tax by the Russian government to
have a material impact on EuroChem's credit metrics.

Relocation to Russia: EuroChem is planning a reorganisation of its
corporate structure, under which some assets would be transferred
to a Russia-based intermediate holdco from EuroChem. The
transaction will bring senior management closer to the operating
assets and potential tax benefits. However, under the new
structure, EuroChem will hold minority interests in Usolsky potash
mine, ENW1 and other assets, which may lead to minority dividend
leakage at the intermediate holdco level. The group's dividend
policy will be set after the relocation is completed.

Neutral Rating Impact from Reorganisation: The reorganisation is
unlikely to have an impact on EuroChem's rating and Fitch is likely
to assess the credit profile of the Russia-based intermediate
holdco, which is expected to comprise almost all of EuroChem's
EBITDA and assets, in line with EuroChem's.

Resilience to Coronavirus: Fertilisers were one of the less
affected industries by the pandemic and all of EuroChem's plants,
distribution and logistics capabilities operated as normal. The
group recorded a 19% increase in fertiliser sales in 1H20 yoy, due
largely to new potash sales. Increase in volumes, higher
profitability of potash than other fertilisers' and reduction in
raw-material costs allowed EuroChem to increase its EBITDA and
EBITDA margin yoy, despite lower fertiliser prices.

Coronavirus Impacts Prices: Fertiliser prices have failed to
increase in 2020, due to a fall in feedstock prices driven by the
coronavirus pandemic. Fitch expects nitrogen and phosphate prices
to increase as supply and demand rebalances and feedstock prices
increase. DAP (diammonium phosphates) prices in the US market have
increased due to investigation into countervailing duties against
phosphates imports to the US from Russia and Morocco. Fitch
believes the duty will primarily reshape global trade flows without
posing material threats to EuroChem's margins. Fitch views potash
as a nutrient with the highest growth potential, but capacity
increases by EuroChem and competitors may prevent any price
upside.

VolgaKaliy Potash Slow Ramp-Up: Fitch expects this project to
slowly ramp up from next year, after EuroChem decided to focus on
the ramp-up of Usolskiy to control supply addition due to already
low potash prices. VolgaKaliy is one of the four largest deposits
of potash ore in Russia with a total capacity of 4.3mt (Phase 1:
2.3mt in 2023; Phase 2: 2mt by 2026) and a mine life of more than
80 years. It is characterised by favourable logistics but
complicated by a deep potash layer (1,000+ meters) with three water
layers above.

Strong Business Fundamentals: EuroChem is a global exporter, with a
strong presence in the Russian and European fertiliser markets (47%
of 2019 sales) and exposure to iron ore. It is the third-largest
EMEA fertiliser company by total capacity and one of only two
companies in the world with production of all three primary
nutrients. EuroChem acquired the remaining 50% shares of
Fertilizantes Tocantins in August 2020 to consolidate its position
in the growing Brazilian market.

EBITDA Margins to Improve: EuroChem distributes its and third-party
products through its global sales network, although distribution
operations weaken fertiliser production margins. Most of its assets
are placed in the first quartile of their respective global cost
curves. Fitch expects expansion into high-margin potash and
self-sufficiency in ammonia to increase EBITDA margins to above 30%
by 2023 from 23% in 2017.

DERIVATION SUMMARY

EuroChem's scale is on a par with that of large fertiliser peers,
such as CF Industries Holdings, Inc. (BB+/Positive), Israel
Chemicals Ltd. (ICL, BBB-/Stable) and OCP S.A. (BB+/Negative). The
group's level of diversification across complex fertilisers is
similar to that of PJSC PhosAgro (BBB-/Stable), ICL and PJSC Acron
(BB-/Stable).

EuroChem also has some exposure outside the fertiliser market (iron
ore) but it remains limited compared with ICL's bromine-based
specialty chemicals and OCI N.V.'s (BB/Negative) industrial
chemicals. EuroChem ranks behind OCP and PhosAgro in leadership in
the phosphates market, and behind Uralkali PJSC (BB-/Stable) in the
more concentrated potash segment but ranks behind OCP only in terms
of total fertiliser capacity.

EuroChem's partial vertical integration underpins a cost position
on the lower part of the global urea and diammonium phosphate (DAP)
cost curves, but substantial trading operations dilute the group's
EBITDA margins (26% in 2019). This is below that of other cost
leaders, such as Uralkali (2019: 55%), Acron (31%), CF Industries
(40%) or PhosAgro (30%), but comparable with OCP (27%) and higher
than OCI (20%).

KEY ASSUMPTIONS

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

  - Fertiliser prices for 2021-2023 to move in line with Fitch's
price deck;

  - Potash (Usolskiy) volume of 2.2mt of potash in 2020 and 2.9mt
by 2023; VolgaKaliy to start selling volumes from 2021;

  - RUB/USD at 70.4 in 2020, 68.9 in 2021, 68 in 2022 and 67 in
2023;

  - Capex (including capitalised costs) at around USD950 million in
2020, increasing to USD1.2 billion in 2021 and decreasing to around
USD1 billion in 2023;

  - No distribution of general dividends to shareholders for the
next three years; and

  - Management does not expect any dividend pay-out from the
Russia-based intermediate holdco to EuroChem. However, if such a
payment results from the accounting treatment of the minority
interests that EuroChem will be holding in four companies of the
group post-reorganisation, Fitch does not expect it to exceed
USD100 million-USD150 million for 2022-2023.

RATING SENSITIVITIES

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

  - Positive FCF and reduction in absolute debt amount leading to
FFO net leverage sustainably below 3.5x

  - Establishing and adhering to a clearly defined financial
policy

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

  - Continued aggressive capex or shareholder distributions
translating into FFO net leverage sustainably above 4x

LIQUIDITY AND DEBT STRUCTURE

Manageable Liquidity: At end-1H20, EuroChem had USD0.8 billion
available cash and an USD150 million undrawn portion under its USD1
billion shareholder loan versus USD1.8 billion of short-term debt.
Fitch believes that EuroChem's liquidity remains manageable and is
supported by a combination of uncommitted revolving facilities of
about USD0.8 billion at end-1H20, and by the group's proven and
continued access to international and domestic funding.

EuroChem issued RUB35 billion (USD480 million) bonds in two
tranches in April, after an earlier planned Eurobond issue was
disrupted by the coronavirus impact on financial markets, and
signed new bank facilities of USD460 million to refinance its 2020
maturities.

SUMMARY OF FINANCIAL ADJUSTMENTS

  - USD16.5 million of operating lease expense reclassified as an
operating expense (USD12 million of depreciation and amortisation
on right-of-use of assets, and USD4.5 million of lease-related
interests).

  - USD135 million of off-balance-sheet non-recourse factoring
added to debt and trade receivables

  - USD175 million liability from contingent consideration related
to business combination added to debt

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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




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

[*] Fitch Affirms 4 Ukrainian Banks' LT IDR at B, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of JSC CB Privatbank (Privat), JSC State Savings Bank of
Ukraine (Oschad), JSC The State Export-Import Bank of Ukraine
(Ukrexim) and Public Joint-Stock Company Joint Stock Bank
Ukrgasbank (Ukrgas) at 'B' with Stable Outlooks. Fitch has also
affirmed the Viability Ratings (VRs) of all four banks at their
current levels.

KEY RATING DRIVERS

IDRS, NATIONAL RATINGS, SUPPORT RATINGS AND SUPPORT RATING FLOORS

The affirmations of the IDRs, Support Ratings and Support Rating
Floors of all four state-owned banks reflect Fitch's view of
potential support these banks could receive from the government of
Ukraine (B/Stable), if needed. The Stable Outlooks on the IDRs
mirror that on the sovereign. The IDRs of Privat are also
underpinned by its standalone profile, as reflected in its 'b' VR.

The propensity of the Ukrainian authorities to provide support to
all four banks remains high, in Fitch's view, taking into account
their full ownership by the state (except for Ukrgas at 95%),
systemic importance (greater for Privat and Oschad, given their 32%
and 19% market shares in retail deposits, respectively, at
end-8M20), the record of capital support provided under different
governments (Oschad, Ukrexim) and post-nationalisation equity
support to Privat. However, the ability of the authorities to
provide support is limited, particularly in foreign currency, as
indicated by the level of Ukraine's rating.

Fitch views Privat's state ownership as non-strategic as it
resulted from a state-led rescue, rather than policy objectives,
and the authorities plan to dispose of a controlling stake in the
bank, potentially via an IPO, in the medium term. Even when the
bank is privatised, Privat's high systemic importance would still
result in a strong incentive for the authorities to provide
support, in its view.

The affirmation of National Ratings at 'AA(ukr)' with Stable
Outlooks of all four banks reflect their unchanged creditworthiness
relative to that of peers within Ukraine.

VRs

The VRs of all banks reflect its expectation that their standalone
credit profiles could come under pressure from the economic fallout
from the coronavirus pandemic. Fitch expects the Ukrainian GDP to
contract 6.5% in 2020, followed by a 3.8% recovery in 2021. The VRs
of all banks continue to capture their sensitivity to a cyclical
Ukrainian operating environment, significant lending dollarisation
(except Privat) and high linkage to the sovereign credit profile
due to the banks' material holdings of sovereign bonds (32%-59% of
assets). Customer deposit trends have stabilised from 2Q20, after
some volatility in 1Q20, while the banks have accumulated some
liquidity buffers as new lending remained limited in 8M20.

The 'b' VR of Privat reflects its leading domestic retail
franchise, strong core profitability metrics, low capital
encumbrance from the unreserved legacy problem loans and only
moderate pandemic-related deterioration of asset quality metrics to
date.

The 'b-' VR of Ukrgas reflects limited volumes of unreserved legacy
loans, only moderate profitability due to its corporate focus and
lower capital buffers than at Privat as well as its highly
concentrated loan book to the currently vulnerable renewable energy
sector. In its baseline scenario the impact of these risks to
Ukrgas' standalone profile should be within the tolerance level of
the bank's VR.

The VRs of Oschad (b-) and Ukrexim (ccc+) reflect their weak core
profitability and significant stock of legacy loans, which may
require additional provisioning, putting significant pressure on
the banks' vulnerable capital buffers.

The VR of Ukrexim also reflects a still small core capital cushion
even after the large equity injection from the state in September
2020, considering its high vulnerability to adverse market
movements and continuing pre-impairment losses.

PRIVAT

Net loans amounted to a small 17% of total assets end-1H20, with
the rest being mainly in the form of sovereign bonds, cash and
interbank placements. The impaired loans (Stage 3 and purchased or
originated credit-impaired loans, POCI) ratio amounted to a
significant 82% of total loans, but were almost fully covered by
total loan loss allowances (LLAs). These exposures mostly relate to
loans to the bank's previous shareholders. The quality of its
retail loan book originated after the bank's nationalisation is
reasonable, in its view, as captured by a low 4% impaired loans
generation rate in the credit cards portfolio in 1H20 (annualised,
defined as the difference between impaired loans over the period,
plus write-offs, divided by average performing exposures).
Seventy-four per cent of Privat's retail loans were in credit
cards.

Privat reported a strong annualised 54% return on average equity
(ROAE) in 1H20, supported by its high- margin retail lending
business, strong fee income and manageable loan impairment charges
(LICs). The bank's operating profit in 1H20 was also affected by a
sizeable UAH11.3 billion revaluation and other one-off gains and
UAH6.9 billion reserves created against legal risks. Net of these,
the bank's ROAE was a still healthy 36%. LICs widened to 7% of
average net loans in 1H20 (annualised), from zero in 2019,
reflecting revised macroeconomic assumptions, rather than
significant asset-quality weakening. Fitch expects LICs to rise
further amid the health crisis, but the bank's core pre-impairment
profit, equal to an annualised 40% of average net loans in 1H20,
should absorb this, without putting pressure on capital.

Privat's capitalisation is reasonable, as reflected by a regulatory
common equity capital adequacy ratio (CAR) of 14.1% at end-8M20.
However, internal capital generation could come under pressure from
continuing large dividend distributions (75% of net income for
2019) and higher regulatory risk weights of 150% for unsecured
loans from 2H21 (estimated effect on common equity CAR of 2pp).
Unreserved impaired loans represented a small 6% of Fitch Core
Capital (FCC) at end-1H20. Other high-risk assets include
receivables originated on bail-in of offshore deposits relating to
Privat's ex-owners (UAH8.9 billion, or 21% of FCC).

Its funding base remains stable, supported by a strong customer
deposit franchise (95% of end-1H20 liabilities). Highly liquid
assets (excluding sovereign bonds received as a form of sovereign
support post-nationalization and obligatory reserves) covered a
moderate 16% of total customer deposits at end-1H20. Unpledged
sovereign bonds, which the banks can sell or refinance with the
National Bank of Ukraine (NBU) for hryvnia, were equal to a large
68% of liabilities at end-1H20.

OSCHAD and UKREXIM

The share of impaired loans (Stage 3, POCI and loans at fair value)
remained a significant 51% and 65% of total loans at end-1H20 at
Oschad and Ukrexim, respectively. LLA coverage of impaired loans
was a moderate 72% at Oschad and 82% at Ukrexim, considering
collateral held. Recently passed legislation should make it easier
for state-owned banks to write off legacy exposures, as already
tested by Oschad, which wrote off 20% of gross loans in 9M20. Thus,
Fitch expects that progress of the loan book clean-up should
accelerate within the next two to five years.

At end-1H20, IFRS-based FCC ratios were 15% at Oschad and a much
weaker 8% at Ukrexim. Ukrexim's FCC ratio is estimated to
significantly increase to around 14% after the sizeable UAH6.8
billion common equity injection by the state in September 2020
(equal to 10% of end-1H20 risk-weighted assets, RWAs), to be partly
used for additional provisioning. While further capital support
from the state is possible for both banks, there is currently no
clearly defined expectation of additional equity injections.

Core capital metrics of the two banks remain under pressure from
sizeable unreserved impaired loans, which amounted to a high 0.7x
FCC at Oschad at end-1H20 and 1x post-recap FCC at Ukrexim. Despite
the recent capital increase, Fitch believes that Ukrexim's core
capital position remains highly vulnerable to adverse market
movements (higher interest rates coupled with local-currency
depreciation). That was the case in 1Q20 when revaluation losses
reduced 50% of Ukrexim's equity (although those losses were largely
recovered in 2Q20). Fitch also notes Ukrexim's less conservative
risk-weightings applied to foreign-currency government bonds when
calculating IFRS-based RWAs.

Core profitability remains weak at both banks. Core pre-impairment
profit in 1H20 (net of securities and currency revaluations) was a
modest 0.4% of average gross loans at Oschad, which provides for
very limited protection against credit losses. The core
pre-impairment ratio at Ukrexim was a negative 0.4%, which means
any extra provisioning or potential loss stemming from market
volatility would directly erode the bank's capital.

Oschad's operating profit in 1H20 significantly benefitted from
one-off market gains and low LICs, with an annualised ROAE at 34%.
Ukrexim's annualised ROAE was a deeply negative 57% in 1H20,
additionally constrained by sizeable LICs (2.3% of average gross
loans). Fitch expects that profitability at both banks could come
under further pressure from muted lending growth prospects and/or
higher LICs against potential pandemic-driven asset-quality
deterioration.

Both banks are mainly funded by customer accounts (90% and 61% of
end-1H20 liabilities of Oschad and Ukrexim, respectively), which
have been broadly stable at times of market turbulence in 1Q20.
Foreign wholesale debt represented a small 9% of liabilities at
Oschad and a significant 38% at Ukrexim. Oschad and Ukrexim have
USD230 million and USD930 million of maturing debt, respectively,
till end-2021, which Fitch believes is manageable given their
reasonable liquidity profiles and upcoming sovereign bonds
redemptions. Highly liquid assets (excluding sovereign bonds and
mandatory reserves) at Oschad and Ukexim covered 13% and 39% of
total deposits, respectively, at end-1H20.

UKRGAS

The loan book is fairly small at 26% of total assets at end-1H20.
Impaired loans (Stage 3 and POCI) made up a high 17% of gross
loans, but were 98% covered by total LLAs.

Ukrgas' loan book is highly concentrated on the renewable energy
sector (26% of gross loans, or 1.3x FCC at end-1H20). Loans to
renewable energy producers have recently been restructured due to
delayed payments in 1Q20-3Q20 from a state-owned electricity
company (the guaranteed buyer under the transaction structure).
Despite significantly improved monthly settlements by the state
company since August, the repayment of accumulated overdue
receivables is likely to take time, resulting in additional
provisioning.

Ukrgas' pre-impairment operating profit in 2018-1H20 (4% of average
gross loans, annualised) provides moderate loss absorption
capacity. ROAE in 1H20 was a moderate 10%, while Fitch expects net
income for 2020 to be around break-even amid provisioning of
renewables and coronavirus-related restructurings.

The bank's FCC ratio was 13% at end-1H20, which is reasonable in
the context of well-reserved impaired loans and adequate
pre-impairment profitability. The bank's equity-to-assets ratio was
a much lower 6.3%, as IFRS-based RWAs benefit from low risk-weights
for investment-grade liquid assets (equal to 27% of total assets),
local-currency sovereign bonds (19%) and short-term placements with
the NBU (11%).

Ukrgas is mainly deposit-funded but its deposit base is highly
concentrated - its largest customer accounted for 26% of total
deposits. Risks are mitigated by its healthy liquidity position.
Unlike other liquid assets, Ukrainian sovereign bonds are likely to
be held until maturity, but could be pledged under repo to raise
local-currency liquidity, if needed.

SENIOR AND SUBORDINATED DEBT

Senior unsecured debt ratings of Ukrexim and Oschad, issued by
UK-registered BIZ Finance PLC and SSB No.1 PLC, respectively, are
aligned with the banks' Long-Term Foreign- and Local-Currency IDRs
(where applicable). The Recovery Rating on the senior debt is
'RR4', denoting average recovery expectations.

The subordinated loan participation notes, issued by Biz Finance
PLC, are rated 'CCC-', two notches below Ukreximbank's 'ссс+'
VR, reflecting moderate incremental non-performance risk and likely
below-average recoveries in case of default as a result of
subordination to senior unsecured obligations (as reflected by a
Recovery Rating 'RR5'). The incremental non-performance risk stems,
in particular, from the contractual option of Ukrexim to defer
coupons or the NBU to oblige the bank to do so in certain
circumstances, including if the bank has been loss-making in a
prior three-month period. However, any deferred coupons would be
accumulated and paid out once the bank returns to profit or if
other circumstances resulting in the coupon deferral cease to
exist.

The two-notch difference between the VR and the subordinated debt
rating is the minimum provided for under Fitch's guidelines for
this type of instrument. The minimum notching takes into account
the bank's extended record of timely and full servicing of coupon
obligations despite multiple instances of quarterly losses since
the original bond issuance in 2006, in particular in 2015-2016.

RATING SENSITIVITIES

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

The IDRs, National Ratings, senior debt ratings and SRFs of all
four banks could be upgraded/revised upward in case of a sovereign
upgrade.

The upside for Privat's VR is limited under the current operating
environment and would require both an upgrade of the sovereign and
a prolonged track record of strong performance, including through
the current health crisis.

The VR of Oschad could be upgraded if capital encumbrance is
reduced as a result of a material decrease in net impaired loans
and/or additional equity injections. An improvement in the bank's
core profitability driven by a return to lending growth and
declining funding costs would also be positive for Oschad's VR.

The upgrade of Ukrexim's VR and subordinated debt rating would
require a further strengthening of the bank's capital position with
FCC ratio of well above 15%, structurally positive pre-impairment
performance on a sustained basis and lower exposure to market
risks.

Upside for Ukrgas' VR is possible, if the bank's FCC ratio rises
comfortably above 15% and there is no deterioration in both asset
quality and profitability.

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

The IDRs, National Ratings, senior debt ratings and SRFs of all
four banks are primarily sensitive to changes in the sovereign
rating. A downgrade of the sovereign could result in a downgrade or
downward revision of the banks' ratings.

The VR of Privat could come under pressure if the recession is
deeper and more prolonged than currently anticipated by Fitch. A
sustained and significant reduction in core operating
profitability, reflecting both weaker earnings and marked
deterioration in the bank's unsecured loan book, would be
credit-negative. Erosion of capital, due to high dividend payouts,
that results in a thin buffer of only about 50bp above the
regulatory capital minimums could also drive a VR downgrade.

Fitch could downgrade the VR of Oschad if its FCC ratio drops below
10% without a material reduction in unreserved loans, and/or if the
bank becomes structurally loss-making on a pre-impairment basis.

The downgrade of Ukrexim's VR and subordinated debt rating could be
triggered by continued asset-quality deterioration resulting in a
material increase in net impaired loans to above 2x FCC or by
unremedied capital erosion, while the bank remains loss-making at
pre-impairment level.

The downgrade of Ukrgas' VR may follow asset-quality deterioration,
including substantially increased credit risks in the bank's
exposure to the renewable energy segment weighing directly on
capitalisation. Material erosion in regulatory capital ratios to
levels close to minimum requirements could be also
credit-negative.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The ratings of the four banks are linked to the Ukrainian sovereign
rating.

ESG CONSIDERATIONS

Oschad and Ukrexim each has an ESG Governance Structure score of
'4', which reflects the high influence of the government over both
banks' business operations and strategy development. This has a
moderately negative impact on the credit profiles due to potential
governance risks and involvement in directed financing, 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.




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

BE MILITARY: Put Into Company Voluntary Arrangement Process
-----------------------------------------------------------
Tom Walker at HCM reports that Be Military Fit (BMF) has completed
a restructuring project, designed to transform the outdoor fitness
provider from a centrally-led company into a franchise business.

Shareholders Bear Grylls and investor, Chris St George, acquired
the former British Military Fitness business out of administration
in 2018 and subsequently invested substantially in the brand which,
according to sources speaking to HCM, was previously operating "a
flawed, direct operations business model", HCM relates.

The business was renamed Be Military Fit at this point, HCM notes.

In the last 12 months, under a new BMF Franchising brand, the
company has built a franchise business with more than 70
locally-operated clubs across the UK -- with many of the former
staff joining the network as franchisees, HCM discloses.

The final stage of the process, completed this month, saw the
acquisition of the final direct operations club into the franchise
network, HCM states.

According to HCM, this has now resulted in the original direct
operation business being put into a company voluntary arrangement
(CVA) process.  It is not yet known who the creditors of this
business are, or the extent of the debt involved, HCM notes.

The strategic move has been accompanied by the appointment of
industry veteran, Mike Evans, as operations director of BMF's UK
and international franchise operations, HCM relays.


CINEWORLD: Taps Alix Partners to Help with US$8-Bil. Debt Talks
---------------------------------------------------------------
Mark Kleinman at Sky News reports that Cineworld Group has drafted
in a team of City advisers to help steer it through talks about a
restructuring of its vast debt mountain amid doubts about its
survival prospects.

The multiplex operator appoints AlixPartners to help it survive the
pandemic, Sky News learns.

Sky News understands that the stricken multiplex operator, which
has mothballed hundreds of cinemas in the UK and US, has in recent
days appointed AlixPartners to work with the company.

The move comes weeks after a syndicate of Cineworld's lenders
appointed FTI Consulting and Houlihan Lokey to negotiate with the
company over its US$8 billion (GBP6.1 billion) of debt, Sky News
notes.

PJT Partners is also working with Cineworld on options to see it
through the coronavirus pandemic, Sky News discloses.

The company's shares were sent plummeting by confirmation of the
temporary closure of roughly 660 sites in the UK and US, Sky News
relays.

Lenders are expected to raise the prospect of a company voluntary
arrangement, an insolvency mechanism that would pave the way for
some permanent cinema closures, Sky News states.

The survival of Cineworld and other cinema operators has been cast
into doubt by the duration and intensity of the coronavirus crisis,
with the delay to key film releases seen as a tipping point for the
industry's finances, Sky News notes.

No Time To Die, Daniel Craig's final outing as James Bond, was due
to open next month but has been pushed back by MGM, the studio
behind it, until next April, Sky News recounts.

A total of 45,000 employees are affected by the mothballing plan,
although the number of permanent redundancies remains unclear,
according to Sky News.


LANGAN'S BRASSERIE: On Verge of Administration, 100+ Jobs at Risk
-----------------------------------------------------------------
Sarah Butler at The Guardian reports that Langan's Brasserie, the
London restaurant once co-owned by the actor Michael Caine and
famous as a 1980s celebrity haunt frequented by diners as diverse
as Princess Margaret, Muhammad Ali and Mick Jagger, is teetering on
the brink of administration.

According to The Guardian, up to 100 jobs are at risk at the
brasserie, which was opened in 1976 by Caine and the restaurateur
Peter Langan.

The restaurant, in Stratton Street, Mayfair, central London, has
filed a notice of intention to appoint administrators, a legal
measure that provides 10 working days of protection from creditors
as advisers examine options for the business, The Guardian
relates.

The brasserie has been battered by Covid-19 restrictions and a lack
of tourists in the capital; it also faces the end of the UK
government's furlough scheme, due to end on Oct. 31, The Guardian
discloses.

The financial advisory firm Begbies Traynor has been lined up as
potential administrator and is understood to be in talks with a
number of possible rescuers, thought to include Richard Caring,
owner of The Ivy restaurant and a string of other upscale London
diners including Scott's, The Guardian states.


POUNDSTRETCHER: Shuts Down Fenton Store on Victoria Road
--------------------------------------------------------
Rachel Lawton at StokeonTrentLive reports that bargain retailer
Poundstretcher is shutting its store on Victoria Road, in Fenton.

The closure of the Fenton store on Oct. 21 comes less than three
months after its Congleton outlet also shut, StokeonTrentLive
notes.

According to StokeonTrentLive, the branches have faced an uncertain
future ever since Poundstretcher announced a company voluntary
arrangement which looked to restructure its existing 450-store
portfolio.  It could result in the closure of up to 253 branches
nationwide, StokeonTrentLive states.

The national operator has seen its profits hit in recent times and
its fortunes have not been helped by the devastating impact of the
coronavirus pandemic, StokeonTrentLive relates.


PREMIER OIL: Slaughter and May Advises on Chrysaor Merger
---------------------------------------------------------
Slaughter and May is advising Premier Oil on its proposed all share
merger with Chrysaor and the reorganization of Premier's existing
debt.  The transaction will create the largest independent oil and
gas company listed on the London Stock Exchange with combined
production of over 250 kboepd.

The transaction, which constitutes a reverse takeover for the
purposes of the Listing Rules, is expected to result in Premier's
stakeholders owning up to 23 per cent of the enlarged group and
Chrysaor's shareholders, including Harbour Energy, owning at least
77 per cent. Completion of the transaction is conditional on
shareholder, creditor and regulatory approvals.

Slaughter and May has been advising Premier in its discussions with
a subset of its creditors regarding a long-term refinancing
solution to address the maturity date of its existing debt
facilities.  As a result of the transaction with Chrysaor,
Premier's total gross debt of approximately US$2.7 billion and
certain hedging liabilities will be repaid and cancelled on
completion in return for a cash payment of US$1.23 billion, shares
in the enlarged group and the option to participate in a partial
cash alternative.  In addition, Premier's existing letters of
credit will be refinanced.

Creditor approvals for the transaction and, to support the
implementation of the transaction, an extension of the maturity
date will be sought through Court-approved restructuring plans
under Part 26A of the Companies Act 2006.


PUNCH TAVERNS: S&P Alters Outlook to Negative & Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on its 'CCC+' long-term
issuer credit rating on U.K. pub operator Punch Taverns to negative
from stable, while affirming the issuer credit rating and the 'B'
issue rating on the group's Class A notes. S&P's recovery rating on
the notes remained unchanged at '1' (rounded estimate: 95%).

The negative outlook reflects S&P's view of the deteriorated
macroeconomic and operating environment, and the particularly
significant blow to the U.K. hospitality industry. It also reflects
that a longer and highly uncertain path to recovery could lead to
further deterioration in Punch's liquidity position in the next 12
months, and could increase the risk of broader debt restructuring
or a conventional default as the group tackles the refinancing of
its debt maturities in September 2021 and September 2022.

Punch, alongside other hospitality operators in the U.K., has been
severely hit by the COVID-19 pandemic despite unprecedented
government support initiatives.

A nearly four-month-long government-imposed lockdown resulted in a
sharp drop in revenues and earnings. Over the six months to Aug.
16, Punch's securitization perimeter (Punch Taverns B, about
two-thirds of total group revenues in financial year 2019) recorded
a drop of over 60% in revenues and EBITDA. Topline erosion was
mitigated by reduced rent charges to its tenants, as well as low
volumes of take-away beer sales. Earnings were largely supported by
Punch's high levels of ownership of its operating properties, as
well as government support mechanisms such as the 12-month business
rate holiday, employee furlough schemes, and a VAT reduction.

The government has indicated that trading restrictions could stay
for the next six months, but will likely not be as restrictive as
in the second quarter.  S&P said, "We anticipate some government
support for the rest of this year and early 2021 amid operational
disruption. We also think the severely deteriorated macroeconomic
picture and continued disruptions will result in prolonged subdued
topline, earnings, and cash flow generation for hospitality. Under
our revised base case, we do not expect Punch Taverns' adjusted
EBITDA to reach the levels achieved in the financial year ending in
August 2019 (FY2019) until calendar year 2022. We forecast muted
reported free operating cash flows (FOCF) and adjusted debt to
EBITDA remaining above 10x in FY2021."

The group's headroom to refinance upcoming debt maturities is
limited, and we think a longer than currently expected path to a
full recovery for the pub sector could erode liquidity and escalate
the risk of a distressed debt exchange.  Punch's securitized group,
Punch B, closed FY2020 with GBP62 million of cash on balance sheet
and no drawings under the GBP57.2 million liquidity facility,
reflecting a sound liquidity position despite the highly
challenging operating environment. S&P considers that, through cash
on balance sheet, asset disposals, and availability under the
liquidity facility, the group will be able to internally fund the
maturity of the remaining GBP90 million of Class A3 notes in
September 2021. That said, the redemption would leave the group in
a significantly weaker liquidity position, and with an urgent need
to raise additional financing to fund a GBP190 million final
principal payment on the Class A6 notes in September 2022.
Considering the substantial upcoming maturities and a highly
uncertain operating environment, S&P sees increasing refinancing
risk for Punch's current capital structure.

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

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

-- Health and safety

S&P said, "The negative outlook reflects the high uncertainty and
volatility we see in operating conditions for the U.K. pub sector
over the next 12 months, in light of the ongoing pandemic. The
outlook also reflects the significant stress on the company's
revenue and cash flow this year, as well as the high uncertainty
around the timing and sustainability of the recovery in earnings
and cash generation. Under our updated base case, we anticipate
subdued topline and earnings until at least mid-2021, causing Punch
to rely on asset disposals to maintain its current liquidity
position.

"We could take a negative rating action if the group faced a
prolonged challenging operating environment, resulting in a
deterioration in its liquidity position or its ability to service
its debt on time. We could lower the rating if we considered Punch
unable to redeem or refinance its upcoming debt maturities in full,
increasing the likelihood of a distressed debt exchange,
broad-scale debt restructuring, or a conventional default.

"Although unlikely in the short term, we could revise the outlook
to stable if we had more certainty around the group's rapid and
sustainable uptick in earnings, driving deleveraging toward
sustainable levels, in particular if the group were to restore its
EBITDAR to cash interest coverage to comfortably over 1x." This
would likely depend on a sustained improvement in trading
conditions and long-term recovery prospects for U.K. pub operators,
including clarity around the timing and comprehensiveness of future
trading restrictions and government support measures.


THG HOLDINGS: Fitch Assigns B+ LongTerm IDR, Outlook Positive
-------------------------------------------------------------
Fitch assigned THG Holdings Plc (THG) a Long-Term Issuer Default
Rating (IDR) of 'B+' following the completion of a successful IPO
placement in September 2020. The Outlook is Positive.

Concurrently Fitch has affirmed and withdrawn THG Operations
Holdings Limited's IDR of 'B+' reflecting the group's restructuring
upon completion of the IPO. This action resolves the Rating Watch
Positive (RWP) placed on September 4, 2020. Fitch has also affirmed
the rating of 'BB-'/RR3 (off rating watch), for the EUR600 million
term loan B (TLB) borrowed by THG Operations Holdings Limited.

The 'B+' IDR assigned to THG Holdings Plc reflects THG's strong
position in both beauty and well-being direct-to-consumer seller
(D2C) channels, good geographical diversification facilitated by
its internally developed intellectual property (Ingenuity platform)
and established distribution network. The rating also reflects its
expectation of still high, though temporarily, leverage in 2020,
largely due to exceptional distribution costs incurred amid
depressed air traffic volumes and the execution risk attached to
stabilising profit margins. The management is seeking to meet its
deleveraging targets in line with its articulated financial policy
post-IPO.

The Positive Outlook reflects the group's commitment to achieving a
target conservative financial policy post-IPO. The GBP920 million
IPO cash proceeds has been largely earmarked for acquisitions,
reflecting a conservative funding structure. Given the high organic
growth from THG's existing portfolio of products and scope for
margin stabilisation, Fitch expects acquisitions would enhance the
operational scale and financial profile, which in aggregate would
facilitate a positive rating action over the next 12 to 18 months.

Fitch has withdrawn THG Operations Holdings Limited's IDR of 'B+'
due to the group's restructuring following completion of the IPO.

KEY RATING DRIVERS

Mixed Performance Expected for 2020: THG's organic revenue growth
accelerated in lockdown, benefiting from a channel shift for
consumer purchases and supportive trends for wellness products.
First-half (1H20, ending June 2020) revenues relative to 1H19 have
increased 36%, and Fitch expects revenue year-on-year growth in
2020 to remain strong given seasonality of sales in 4Q. However,
2020's profitability will be hampered by significant exceptional
charges. Some were charitable donations during the UK's lockdown,
which Fitch excludes from EBITDA, but a large portion related to
elevated air-freight charges incurred in a period of low global air
traffic will depress its 2020 EBITDA calculation.

Managing elevated distribution in the near-term will be crucial to
THG's deleveraging prospects. Fitch expects global air traffic to
remain depressed relative to pre-COVID-19 levels well into 2022.
Moreover, Fitch expects profits from high volumes and sales growth
rates will effectively continue to subsidise new customer
acquisition costs.

Opportunity to Accelerate Deleveraging: The IPO proceeds have been
primarily earmarked to fund value accretive acquisitions without
incurring further debt, complementing the high organic growth
capabilities of the current portfolio of products and services.
Subject to acquisition parameters remaining conservative and in
line with recent transactions, funds from operations (FFO) leverage
could move below 4.5x and FFO interest cover above 4.0x by 2021
under its own estimates, exceeding its current sensitivities for an
upgrade.

Future deleveraging remains contingent on the stabilisation of the
EBITDA margin back towards 2019's (Fitch-defined at 7.4%) in 2021.
Given Fitch's approach of not incorporating add-backs due to
coronavirus (EBITDAC), Fitch estimates that the EBITDA margin could
be temporarily pushed to around 4.0% in 2020 despite high (25%+)
top line growth. Fitch also expects free cash flow (FCF) after
capex to remain negative until 2022 given the high level of
developmental capex which, though discretionary, Fitch expects will
be needed to keep THG's incumbent competitive position.

Post-IPO Financial Policy: THG's medium-term financial policy is
based on leverage (debt/EBITDA) under 3.0x and between 1.5x-2.0x on
gross and net basis respectively. Such leverage, in combination
with other factors considered relevant to the rating, would be
commensurate with a higher rating in the 'BB' category. Despite
some flexibility in the existing financing documentation permitting
incremental debt Fitch believes that is not part of management's
financial policy. This is in the context of the substantial cash
pile for acquisitions and continued business investment as it seeks
to scale up operations, primarily around its Ingenuity platform.

Increased M&A Expected: M&A is not a prerequisite for future
growth, although Fitch expects the management will look to continue
to add new brands to its portfolio. The IPO proceeds will provide
scope for transformative, or larger, M&A targets if the right
opportunities arise. Nevertheless, Fitch expects the acquisitive
strategy to remain focused on add-ons (eg. Perricone, recently
announced) to enhance the business model in relation to existing
capabilities, rather than transform it, resulting in manageable
integration risks in its view.

Established Business Model: THG's established position in the
beauty (Lookfantastic.com) and wellbeing (Myprotein) consumer
markets supports its view of a robust business model, underpinned
by moderate geographic diversification and increasing penetration
of markets outside the UK and Europe. The group's end-to-end supply
chain reaches a global online audience via the Ingenuity platform,
which is available to third parties, including global FMCG groups
providing tailored direct-to-consumer (D2C) solutions, with high
levels of customer retention indicating THG's strong in-house
capabilities. This is a key point of difference as the pandemic has
shifted retailers' focus to the digital side of their businesses.

Retail Enabled by Technology: THG's in-house "Ingenuity" platform
and owned infrastructure represent a high barrier to new entrants,
only matched, if only partly, by Amazon.com, Inc. (A+/Positive).
However, THG operates in higher-end segments, where brands are
careful to curate their image, and in how they reach consumers,
compared with Amazon's "mass" market appeal.

DERIVATION SUMMARY

Fitch rates THG according to its global rating navigator framework
for consumer product companies. Fitch recognises THG's retailing
and business service offerings, but the group's business model is
underpinned by an end-to-end supply chain that aligns its business
model most closely with Fitch's consumer framework.

THG's 'B+' rating (on Positive Outlook) compares well with direct
(via representatives) beauty sellers Oriflame Investment Holding
Plc (B/Stable) and Avon Products, Inc. (B+/Stable). Both Oriflame
and Avon's larger scale and envisaged positive FCF are balanced
against THG's greater diversification of revenue streams and online
D2C channel, which is a direct challenge to representative-led
beauty seller business models.

THG's business model is better placed to capture the continuing
transition of consumers to online channels providing a stronger
ability deleverage, especially relative to Oriflame.

The one-notch difference between THG and Sunshine Luxembourg VII
SARL (B/Negative) - the vehicle used by EQT to acquire Nestle's
Skin Health Division (Galderma) - captures the delay in
deleveraging away from the high opening leverage (post carve-out)
despite its significantly larger product offering and scale
relative to THG. The latter is rated higher than Anastasia
Intermediate Holdings, LLC (Anastasia Beverly Hills, CCC), which
now sells its products on THG's main beauty product website
(Lookfantastic.com). Deterioration in ABH's operating trends is
embedded within its 'CCC' rating, reflecting an unsustainable
capital structure in Fitch's opinion.

Non-food retailer The Very Group (B-/Stable) is rated is two
notches lower than THG due to its geographical concentration on the
UK market and the diluting effect of its Littlewoods operation
relative to its Very Brand. This experienced strong growth in 1H20
due to its purely online operations, complemented by solid in-house
consumer finance offering. THG's high levels of organic growth also
provide a stronger ability to deleverage.

THG's IDR is positioned at the same level as Ocado Group's PLC
(B+/Stable) despite stronger financial metrics. This is given
Ocado's accelerated transition from a pure UK online food retailer
to an international technology and business services provider with
a significant proportion of long-term contracted earnings, adding
further scale and diversification.

Both ratings also take into consideration that revenue growth will
be underpinned by the increasing preference of consumers to shop
online, but there is greater exposure to the online retail channel,
including greater inventory risk, at THG. However, Ocado's rating
is heavily influenced by risks associated with the timely delivery
of technology to the company's retail partners wishing to develop
their online segments. This requires significant up-front capex,
which will likely delay profit break-even to 2023.

KEY ASSUMPTIONS

  - High organic growth from the group's existing product portfolio
supplemented by acquired revenues, with a CAGR of around 25%
between 2019 and 2023.

  - Fitch-adjusted EBITDA margin improving towards 8.5% by 2022
(7.4% in 2019).

  - Average working capital outflows equivalent to about 2% of
sales, reflecting the underlying business growth.

  - Capex at around 6.5% of annual sales including both maintenance
and developmental capex.

  - Annual bolt-on, conservative, M&A spending (2021 onwards) of
GBP150 million per year below the FCF line. Fitch assumes purchased
enterprise value (EV)/EBITDA multiples of 10x with zero EBITDA
recognised in the year of acquisition, and then EBITDA (including
synergies) evenly phased in over the subsequent two years.

KEY RECOVERY RATING ASSUMPTIONS

  - The recovery analysis assumes that THG would be restructured as
a going concern rather than liquidated in a default;

  - THG post-reorganisation, going-concern EBITDA reflects Fitch's
view of a sustainable EBITDA of GBP85 million which is about 35%
below the 2021 Fitch forecast EBITDA of GBP131 million. Given
Fitch's high degree of visibility over near-term growth, Fitch
would increase the EBITDA discount as the group's business scale
grows by 2021 to maintain the same post-restructuring EBITDA
figure. This excludes the impact from any EBITDA-accretive future
acquisitions. The stress on EBITDA would most likely result from
operational issues likely perpetuated by lower growth and weaker
margins than currently envisaged in the beauty and wellbeing
divisions;

  - Fitch applies a distressed EV/EBITDA multiple of 5.5x to
calculate a going-concern EV, reflecting THG's established position
in both beauty and well-being D2C channels, underpinned by
internally developed intellectual property.

  - Based on the payment waterfall the multi-currency revolving
credit facility (RCF) of GBP170 million equivalent (assumed fully
drawn in a default) ranks pari passu with the senior secured term
loan totalling EUR600 million (or GBP540 million equivalent).

After deducting 10% for administrative claims, Fitch's waterfall
analysis generates a ranked recovery for the senior secured loans
in the 'RR3' band, indicating a 'BB-' instrument rating, one notch
above the IDR. The waterfall analysis output percentage on current
metrics and assumptions is 59% up from 57%, indicative of the
inclusion of recently acquired Perricone's run-rate earnings in the
going concern EBITDA.

RATING SENSITIVITIES

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

  - Dynamic sales progression, stable cost base and/or ability to
conduct bolt-on acquisitions of brands recovering EBITDA margins
(Fitch-defined) towards 8%, excluding add-backs;

  - FFO gross leverage sustainably below 4.5x combined with FFO
interest coverage above 4.0x

  - Enhanced financial flexibility demonstrated by solid liquidity
and visibility that FCF margin would turn break-even (after
factoring maintenance and developmental capex) by 2022.

Factors that could, individually or collectively, lead to
affirmation (Stable Outlook):

  - More aggressive financial policy or operating underperformance
leading to a lack of deleveraging towards FFO gross leverage of
5.5x by 2021

  - FFO interest coverage below 2.5x for two consecutive years

  - Increased competition and/or delay to or failure in conducting
bolt-on acquisition of brands leading to EBITDA margin
(Fitch-defined) sustainably below 7%

  - FCF margin consistently neutral to negative (below minus 2%)
beyond 2021

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch expects THG to continue operating with
cash on balance sheet equivalent to at least 1.0x EBITDA at all
times during 2020 and 2021 which, along with access to an upsized
RCF of GBP170 million, provides comfortable liquidity given the
lack of meaningful debt repayments through to at least 2023, and
limited cash flow seasonality during the year. In its liquidity
calculations Fitch strips out GBP40 million from available cash,
reflecting intra-year working-capital swings and the rapidly
increasing scale planned by management.

Fitch assumes that M&A would continue to be externally funded
through a mix of cash (from IPO proceeds) and, less likely, by way
of incremental debt, given the expected thin or still negative FCF
(in absolute terms) in 2021 and 2022.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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


TOTAL GLASS: Enters Administration After Failing to Raise Funds
---------------------------------------------------------------
Business Sale reports that Merseyside-headquartered door and window
manufacturer Total Glass has entered administration.

Sarah O'Toole and Jason Bell of Grant Thornton LLP have been
appointed as joint administrators, Business Sale relates.

Trading out of the Knowsley Business Park, the company reported
turnover of GBP25.7 million for the year ended January 31, 2019,
but registered a pre-tax loss of GBP792,119 on this, which it
blamed on a contract delay, Business Sale discloses.

According to Business Sale, Grant Thornton said Total Glass also
experienced heavy losses in the year to January 2020, difficulties
which were exacerbated as it "faced a number of challenges" during
the COVID-19 lockdown beginning in March.

While it survived the lockdown, Grant Thornton revealed that "it
experienced supply issues in September and attempts to raise funds
to recapitalize the business were ultimately unsuccessful", with
the company effectively ceasing trading at the end of September,
Business Sale notes.

The majority of the company's 167-strong workforce have been made
redundant, with a small number retained to assist in the
administration process, Business Sale states.

Total Glass had fixed assets of GBP1.3 million, with current assets
of GBP10 million and net assets of GBP4.9 million, Business Sale
relays, citing the company's most recent available accounts.

Total Glass, which employed 167 staff, was founded in 1981 and
specialized in the production and supply of aluminium and uPVC
glazing products, including conservatories, screens, curtain
walling and fire doors, to clients in the construction and building
sectors.


TOUCAN TRAVEL: Enters Administration, Put Up for Sale
-----------------------------------------------------
John Herring at Newbury Today reports that an independent travel
agent with branches in Thatcham and Tadley has gone into
administration.

According to Newbury Today, Toucan Travel announced the news on its
website on Oct. 20, saying: "It is with regret that we announce
that the company has ceased to trade and Gareth Roberts and Paul
Ellison of KRE Corporate Recovery Limited were appointed Joint
Administrators of Toucan Travel Ltd with effect from October 20,
2020."

The administrators will be offering the company's business and
assets for sale and any interested parties should contact Paul
Cripps -- paul.cripps@krecr.co.uk -- Newbury Today discloses.




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

[*] BOOK REVIEW: Hospitals, Health and People
---------------------------------------------
Author: Albert W. Snoke, M.D.
Publisher: Beard Books
Softcover: 232 pages
List Price: $34.95
Order your personal copy today at
http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html

Hospitals, Health and People is an interesting and very readable
account of the career of a hospital administrator and physician
from the 1930's through the 1980's, the formative years of today's
health care system. Although much has changed in hospital
administration and health care since the book was first published
in 1987, Dr. Snoke's discussion of the evolution of the modern
hospital provides a unique and very valuable perspective for
readers who wish to better understand the forces at work in our
current health care system.

The first half of Hospitals, Health and People is devoted to the
functional parts of the hospital system, as observed by Dr. Snoke
between the late 1930's through 1969, when he served first as
assistant director of the Strong Memorial Hospital in Rochester,
New York, and then as the director of the Grace-New Haven Hospital
in Connecticut. In these first chapters, Dr. Snoke examines the
evolution and institutionalization of a number of aspects of the
hospital system, including the financial and community
responsibilities of the hospital administrator, education and
training in hospital administration, the role of the governing
board of a hospital, the dynamics between the hospital
administrator and the medical staff, and the unique role of the
teaching hospital.

The importance of Hospitals, Health and People for today's readers
is due in large part to the author's pivotal role in creating the
modern-day hospital. Dr. Snoke and others in similar positions
played a large part in advocating or forcing change in our hospital
system, particularly in recognizing the importance of the nursing
profession and the contributions of non-physician professionals,
such as psychologists, hearing and speech specialists, and social
workers, to the overall care of the patient. Throughout the first
chapters, there are also many observations on the factors that are
contributing to today's cost of care. Malpractice is just one
example. According to Dr. Snoke, "malpractice premiums were
negligible in the 1950's and 1960's. In 1970, Yale-New Haven's
annual malpractice premiums had mounted to about $150,000." By the
time of the first publication of the book, the hospital's premiums
were costing about $10 million a year.

In the second half of Hospitals, Health and People, Dr. Snoke
addresses the national health care system as we've come to know it,
including insurance and cost containment; the role of the
government in health care; health care for the elderly; home health
care; and the changing role of ethics in health care. It is
particularly interesting to note the role that Senator Wilbur Mills
from Arkansas played in the allocation of costs of hospital-based
specialty components under Part B rather than Part A of the
Medicare bill. Dr. Snoke comments: "This was considered a great
victory by the hospital-based specialists. I was disappointed
because I knew it would cause confusion in working relationships
between hospitals and specialists and among patients covered by
Medicare. I was also concerned about potential cost increases. My
fears were realized. Not only have health costs increased in
certain areas more than anticipated, but confusion is rampant among
the elderly patients and their families, as well as in hospital
business offices and among physicians' secretaries." This aspect of
Medicare caused such confusion that Congress amended Medicare in
1967 to provide that the professional components of radiological
and pathological in-hospital services be reimbursed as if they were
hospital services under Part A rather than part of the co-payment
provisions of Part B.

At the start of his book, Dr. Snoke refers to a small statue,
Discharged Cured, which was given to him in the late 1940's by a
fellow physician, Dr. Jack Masur. Dr. Snoke explains the
significance the statue held for him throughout his professional
career by quoting from an article by Dr. Masur: "The whole question
of the responsibility of the physician, of the hospital, of the
health agency, brings vividly to mind a small statue which I saw a
great many years ago.it is a pathetic little figure of a man, coat
collar turned up and shoulders hunched against the chill winds,
clutching his belongings in a paper bag-shaking, tremulous,
discouraged. He's clearly unfit for work-no employer would dare to
take a chance on hiring him. You know that he will need much more
help before he can face the world with shoulders back and
confidence in himself. The statuette epitomizes the task of medical
rehabilitation: to bridge the gap between the sick and a job."

It is clear that Dr. Snoke devoted his life to exactly that
purpose. Although there is much to criticize in our current
healthcare system, the wellness concept that we expect and accept
today as part of our medical care was almost nonexistent when Dr.
Snoke began his career in the 1930's. Throughout his 50 years in
hospital administration, Dr. Snoke frequently had to focus on the
big picture and the bottom line. He never forgot the importance of
Discharged Cured, however, and his book provides us with a great
appreciation of how compassionate administrators such as Dr. Snoke
have contributed to the state of patient care today. Albert Waldo
Snoke was director of the Grace-New Haven Hospital in New Haven,
Connecticut from 1946 until 1969. In New Haven, Dr. Snoke also
taught hospital administration at Yale University and oversaw the
development of the Yale-New Haven Hospital, serving as its
executive director from 1965-1968. From 1969-1973, Dr. Snoke worked
in Illinois as coordinator of health services in the Office of the
Governor and later as acting executive director of the Illinois
Comprehensive State Health Planning Agency. Dr. Snoke died in April
1988.



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
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                * * * End of Transmission * * *