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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, November 20, 2020, Vol. 21, No. 233

                           Headlines



B E L A R U S

BELARUSBANK: Fitch Affirms 'B' LT IDR, Alters Outlook to Neg.


C R O A T I A

ZAGREB CITY: Moody's Upgrades LT Issuer Rating to Ba1


F R A N C E

KERSIA INTERNATIONAL: S&P Assigns Prelim 'B' Long-Term ICR


G E R M A N Y

ASSET-BACKED EUROPEAN 19: Fitch Assigns BB+sf Rating on Cl. E Debt
ASSET-BACKED EUROPEAN 19: Moody's Rates EUR10.7MM Cl. E Notes Ba2
WIRECARD AG: Former Board Chairman Appears Before German MPs


I R E L A N D

HAYFIN EMERALD V: S&P Assigns BB- (sf) Rating on Class E Notes


N E T H E R L A N D S

INFOPRO DIGITAL: S&P Affirms 'B-' ICR on Planned Refinancing
IPD3 BV: Fitch Assigns B(EXP) LT IDR, Outlook Negative
TV BIDCO: S&P Assigns 'B+' Issuer Credit Rating, Outlook Negative


R U S S I A

SOGLASIE INSURANCE: Fitch Affirms B+ IFS Rating, Outlook Negative


S P A I N

FTA TDA 24: Fitch Affirms Csf Rating on Series B Debt


S W I T Z E R L A N D

GATEGROUP HOLDING: S&P Cuts Rating to 'CCC', Remains on Watch Neg.


U N I T E D   K I N G D O M

ASAP AUTO: Closes Shop After Going Into Administration
CINEWORLD: CVA Among Rescue Options Being Discussed with Lenders
CO-OPERATIVE BANK: Moody's Rates GBP200MM Sr. Unsec. Notes (P)Caa1
NATIONAL EXPRESS: Fitch Gives BB+(EXP) Rating on New Hybrid Notes
NATIONAL EXPRESS: Moody's Assigns Ba1 Rating to New Hybrid Notes

PEACOCKS: Enters Administration, Thousands of Jobs at Risk
PIZZAEXPRESS FINANCING 1: Moody's Withdraws 'Ca' CFR
SEA VIEW: Creditors to Get Significant Amount of Money Owed


X X X X X X X X

[*] BOOK REVIEW: Hospitals, Health and People

                           - - - - -


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B E L A R U S
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BELARUSBANK: Fitch Affirms 'B' LT IDR, Alters Outlook to Neg.
-------------------------------------------------------------
Fitch Ratings has revised five Belarusian banks' Outlooks to
Negative from Stable while affirming the Long-Term Issuer Default
Ratings (IDR) at 'B'. The banks are Belarusbank (BBK),
Belinvestbank (BIB), JSC Development Bank of the Republic of
Belarus (DBRB), BPS-Sberbank (BPS) and Bank BelVEB (BVEB).

The rating action reflects a similar rating action on Belarus's
sovereign Long-Term IDRs. The sovereign rating action reflects
Fitch's view that Belarus's greater political unrest after the
recent election could lead to additional pressures on international
reserves and deposit outflows, increasing risks for macroeconomic
and financial stability.

The banks' Viability Ratings are not affected.

KEY RATING DRIVERS

BBK, BIB and DBRB

As state-owned banks', BBK's, BIB's and DBRB's Long-Term IDRs are
driven by potential support from the Belarusian sovereign in case
of need. The Negative Outlook on these ratings reflects the
potentially weaker sovereign financial position, which would
undermine its ability to provide support to the banks. Fitch
expects sovereign FX reserves to decline to USD6.8 billion in 2021
from a forecast USD7.6 billion at end-2020, and further to USD6.2
billion in 2022. This, in light of the sovereign's own near-term
external debt repayments and potentially significant contingent
liabilities associated with the wider public sector, could
constrain financial flexibility of the authorities to provide
support, in particular in foreign currency, in case of need.

These banks' domestic FX deposits (an aggregate USD5.7 billion at
end-10M20), sizeable FX non-deposit liabilities (including
short-term USD1.4 billion), and their own limited highly liquid FX
assets (USD0.6 billion) could also make them difficult to support
by the government, especially in a deep stress scenario. Both BBK
and BIB experienced deposit volatility during the market turbulence
in 2Q20 and 3Q20, albeit the associated impact on their deposit
base and liquidity profile have been contained. This is
attributable to the banks' systemic status and state ownership as
well as a sizeable portion of irrevocable deposits (around 35%-40%
of customer funds).

DBRB does not attract customer deposits and its FX obligations are
longer-term and so do not represent an immediate liquidity risk for
the bank.

The propensity of the authorities to support these banks remains
high, in Fitch's view, given (i) majority state ownership, (ii)
BBK's exceptional systemic importance and policy roles (BBK and
DBRB), (iii) the government's subsidiary liability on DBRB's bonds
and the record of support to the three banks to date.

BPS and BelVEB

The Long-Term IDRs of BPS and BelVEB are driven by potential
institutional support from their foreign shareholders, Sberbank
(BBB/Stable) and VEB.RF (BBB/Stable). Despite the parent banks'
high ability and propensity to support BPS and BelVEB, their 'B'
Long-Term IDRs are capped by Belarus's 'B' Country Ceiling. The
Negative Outlook on the Long-Term IDRs reflects Belarusian
sovereign's potentially weaker financial position, which could
cause an increase in Belarusian transfer and convertibility risk
and therefore limit the extent to which parental support could be
utilised to service the banks' own obligations.

BPS is 98.4%-owned by Sberbank of Russia and BVEB is 97.5%-owned by
VEB.RF. The propensity of the respective parents to provide support
to their subsidiaries, if needed, remains high, in Fitch's view.
This is based on (i) the strategic importance of the Belarusian
market (ii) majority ownership, (iii) significant parent-subsidiary
integration, (iv) a record of support provided to date and the
small cost of potential support compared with the parents'
resources, and high reputational risks from a subsidiary default.

Consistent with its view of support, both banks have continued to
benefit from the access to the parental financial resources during
the periods of market instability in 2020. Availability of
committed liquidity lines from the respective parents also
underpins the liquidity profiles of both banks.

RATING SENSITIVITIES

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

The banks' IDRs and Support Ratings could be downgraded if
Belarus's sovereign ratings are downgraded and the Country Ceiling
is revised down. The IDRs of BBK, BIB and DBRB could also be
downgraded, and hence notched off the sovereign, if timely support
is not provided, when needed.

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

An upgrade of the IDRs is unlikely in the near term given the
Negative Outlook on Belarus's sovereign rating.

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

BBK's, BIB's and DBRB's Long-Term IDRs are driven by potential
support from the Belarusian sovereign.

The IDRs of BPS and BVEB are driven by potential support from their
respective parent institutions - Sberbank and VEB.RF.

ESG CONSIDERATIONS

BBK has an ESG relevance score of 4 for the governance structure,
which reflects significant state-directed lending. This has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

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



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C R O A T I A
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ZAGREB CITY: Moody's Upgrades LT Issuer Rating to Ba1
-----------------------------------------------------
Moody's Public Sector Europe upgraded the long-term issuer ratings
of the City of Zagreb and its 100%-owned utility company,
Zagrebacki Holding D.O.O. (Zagrebacki Holding), to Ba1 from Ba2 and
changed the ratings' outlooks to stable from positive. At the same
time, Moody's has upgraded Zagreb's baseline credit assessment
(BCA) to ba1 from ba2.

The rating action follows the recent sovereign action on Croatian
government.

RATINGS RATIONALE

Moody's rating action on the City of Zagreb reflects (1) the
improvement in the sovereign creditworthiness, which Croatian
sub-sovereigns benefit from; and (2) the city's continued good
budgetary management practices and solid financial fundamentals,
which will withstand the impact of the coronavirus pandemic-induced
shock.

The city's rating upgrade also reflects its solid operating
performance with Zagreb's gross operating balance (GOB) averaging
10.1% of operating revenue over the last two years. Moody's expects
such healthy operating balances will shield the city's budget from
negative effects of the coronavirus pandemic and allow for decent
budget flexibility and expenditure cuts. The shared personal income
tax (PIT) and surtax on PIT, which together constitute around 70%
of the city's operating revenue, will decrease by 7% in 2020 as a
result of the economic contraction, before recovering in 2021 if
the pandemic is contained. As a result, while Moody's expects
Zagreb's GOB will only slightly deteriorate, it will remain between
7%-8% of operating revenue in 2020-21.

Notwithstanding the economic contraction of 8.6% Moody's projects
in 2020, stronger national investment prospects under the Next
Generation EU program and the new EU Financial Framework 2021-2027
will support the recovery and materially improve the city's
medium-term growth prospects, given its key role as the country's
economic and financial hub.

Zagreb's rating also reflects Moody's view that the city has
continued to pursue a prudent debt policy in a challenging economic
environment. Zagreb's direct debt has remained moderate,
representing 27% of operating revenue in 2019 and Moody's expects
European Union (EU) funds and central government grants to help
alleviate Zagreb's financing needs and limit new borrowings for
infrastructure investments in 2020-21, resulting in direct debt
levels ranging 25%-30% over the same period.

Finally, Moody's takes into account the proactive stance of the
central government and passing a new law in September 2020
according to which the government will assume 60% of the total
recovery costs from earthquake damage, thus significantly
alleviating the pressure from the city finances. Moody's considers
positive the central government support measures to offset some tax
revenue shortfalls stemming from the COVID-19 pandemic shock by
providing compensation funds and interest-free liquidity support to
all Croatian local governments.

The rating action on Zagrebacki Holding's issuer rating reflects
(1) the very strong linkages between the Holding and its support
provider, the City of Zagreb, as reflected in Zagrebacki Holding's
clear public policy mandate (2) its key role in the city's
utilities sector, and (3) Moody's assessment that the City of
Zagreb would provide timely support should the entity face acute
liquidity stress. As a result, Moody's believes that it is not
meaningful to distinguish between the two entities and therefore
the Holding's rating is solely derived based on city's
creditworthiness.

Zagrebacki Holding's rating benefits from the stable institutional
and operational framework and strict control over the Holding's
operations exercised by the City of Zagreb. Holding's financial
performance strongly depends by the city's decision on its
strategies, business plan, investment programme and borrowing
plan.

RATIONALE FOR STABLE OUTLOOK

The stable outlook on Zagreb's rating mirrors the stable outlook on
the sovereign rating. It also reflects Moody's expectation that the
city will be able to preserve its overall stable financial
performance, supported by the central government, which will
alleviate the pandemic- and earthquake-driven fiscal pressure in
2020-21. The city's history of prudent budgetary management further
supports the stable outlook.

The stable outlook on Zagrebacki Holding's rating reflects the
stable outlook of its support provider, the City of Zagreb. It also
reflects Moody's expectation that the Holding will maintain its
strong institutional, economic and financial links with the City of
Zagreb.

The sovereign action required the publication of this credit rating
action on a date that deviates from the previously scheduled
release date in the sovereign release calendar.

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

Sovereign Issuer: Croatia, Government of

GDP per capita (PPP basis, US$): 29,828 (2019 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 2.9% (2019 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 1.3% (2019 Actual)

Gen. Gov. Financial Balance/GDP: 0.4% (2019 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: 2.6% (2019 Actual) (also known as
External Balance)

External debt/GDP: [not available]

Economic resiliency: baa1

Default history: No default events (on bonds or loans) have been
recorded since 1983.

SUMMARY OF MINUTES FROM RATING COMMITTEE

On November 12, 2020, a rating committee was called to discuss the
rating of the Zagreb, City of; Zagrebacki Holding D.O.O. The main
points raised during the discussion were: The systemic risk in
which the issuers operate has materially decreased.

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

An upgrade of Zagreb's rating would require a similar change in
Croatia's sovereign rating associated with a continuation of solid
budgetary performance, moderate direct debt levels and gradual
indirect debt reduction.

An upgrade of Zagrebacki Holding's rating would result from a
similar action on the City of Zagreb's rating, given their close
financial and operational linkages.

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

A downgrade of Zagrebacki Holding's rating would result from a
downgrade of the City of Zagreb's rating.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Environmental considerations are not material to Zagreb's credit
profile. Its main environmental risk exposures relate to
earthquakes. However, as evidenced during the earthquake in March
2020, the national government bears most of the costs of
reconstruction at the local level. The city has only limited
exposure to some flood risk, but in that case, the central
government would provide support. Environmental risks are not
material to Zagrebacki Holding's credit profile.

Social considerations are material to Zagreb. Moody's views the
coronavirus pandemic as a social risk under its ESG framework,
given the substantial implications for public health and safety.
Zagreb is more specifically exposed to the evolution of its
demography, with its population exposed to net immigration flows.

Social risks are not material to the Zagrebacki Holding's rating.

Governance considerations are material to Zagreb's credit profile.
Zagreb uses prudent financing planning, which allows for multiyear
forecasting of key trends, providing the city with the ability to
identify potential pressures and allowing for sufficient time to
adjust plans to mitigate any credit implications.

Governance risks are material to Zagrebacki Holding's rating. The
governance framework is intrinsically intertwined with the
supporting government, which exerts strong oversight and ultimately
takes key decisions.

The methodologies used in these ratings were Regional and Local
Governments published in January 2018.



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F R A N C E
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KERSIA INTERNATIONAL: S&P Assigns Prelim 'B' Long-Term ICR
----------------------------------------------------------
S&P Global Ratings assigned its 'B' preliminary long-term issuer
credit rating to France-based food-safety company Kersia
International and preliminary 'B' issue credit rating, with a
preliminary '3' recovery rating, to the group's EUR420 million term
loan B (TLB).

Kersia's ambitious expansion strategy and financial sponsor
ownership limit the case for pronounced deleveraging.  IK
Investment Partners agreed to acquire Kersia International from
Ardian on Oct. 8. Kersia is a global biosecurity company
specializing in creating, producing, and selling biosecurity
solutions for the food, farm, and health care industries, with pro
forma sales of about EUR287 million and a pro forma EBITDA of EUR56
million in 2019. At the same time, the company announced its plans
to acquire another sanitary supplier in the food and beverage
industry. To support these, Kersia will issue a EUR420 million TLB
(including the delayed EUR70 million of TLB), EUR100 million RCF,
and EUR50 million of PIK instruments. Out of this structure, EUR350
million from the TLB and the EUR100 million RCF will fund Kersia's
buyout while the EUR70 million of add-on debt and EUR50 million of
PIK instruments will finance the acquisition. S&P said, "We project
these issuances will lead to an S&P Global Ratings-adjusted
debt-to-EBITDA ratio of 6x-7x and FFO cash interest coverage ratio
of 3x-4x. We estimate adjusted debt will amount to EUR490
million-EUR500 million, including EUR50 million of PIK-instruments,
EUR11 million-EUR12 million of factored receivables, and other
amounts related to pension liabilities. We typically believe that
the private equity-owned sponsors' interest in deleveraging is
low."

S&P said, "We view the group's creditworthiness as constrained by
its small scale and operational concentration in Europe.   The
group's business is mainly divided into three segments in the food
sanitary market: Farm sanitation (29% of estimated fiscal 2020
earnings), Food and Beverage (49%), and Food Service (11%) and
other activities (11% including Healthcare) with about 75% of sales
concentrated in Europe. We expect 3.5%-4.0% growth for the food
safety market, owing to more stringent cleaning protocols and
increasing regulation in developed and developing markets
reinforcing food sanitary controls and growing restrictions around
the use of animal medicine. This is complemented by changing
customer preferences to more ecofriendly products and greater
consolidation in the farm and food industries. In our view, the
group will likely exceed the expected market growth rate, reporting
medium-to-high mid-single-digit growth thanks to its leading
position in its categories in core markets like France, Spain, or
the U.K, aided by its presence in high growth markets in Eastern
Europe, North America, and Latin America." Offsetting its small
scale (above EUR300million in its pro forma estimated fiscal 2020
sales), Kersia is a leader in specific categories, including its
best-in class water treatment solutions through its Aquatab brand.
The group should also benefit from an increasing penetration of
more premium products in its portfolio, especially in farm and food
and beverage segment, with differentiating technologies like the
use of artificial intelligence to cater farmers and food industrial
needs, preventing animal diseases or certain pathologies. This will
also be fueled by cross-selling opportunities linked to recent
acquisitions (Holchem in the U.K and Choisy in Canada) as well as
accelerated development of health care end-markets that, given the
pandemic, display strong trends.

Kersia remains relatively protected because it caters to
noncyclical end-markets.   The company is exposed to resilient
end-markets that continued to grow during economic downturns. About
90% of the company's revenue are exposed to the farm, food and
beverage, and health care segments, having increased at a 5.5%
compound annual growth rate from 2006-2019. S&P said, "Given the
stringent protocols on surface cleaning and personal hygiene and
the heightened demand during the pandemic, we believe Kersia will
benefit from being exposed to staple foods and health care
industries that overall remained operational during lockdowns. We
expect a positive COVID-19 impact on sales of EUR10 million-EUR11
million in 2020, with overall organic growth for fiscal 20 being in
the low double-digit area." Kersia has also passed through
increases in raw material prices even during economic downturns,
given that cleaning and safety solutions account for 3%-4% of the
end product cost.

The company's niche of sanitary solutions, strong research and
development capacity, and long-standing customer relations in a
highly regulated market are key differentiators.  The group's
innovative capacity and expertise is an important differentiating
aspect given the high demanding regulatory requirements that have
been evolving throughout the years and throughout jurisdictions.
Given the use of chemicals in sanitary products, the need for
regulation is high, with traceability and controls, high cost
registration, and a capacity of players to adapt quickly to a
changing landscape. The limit of antibiotics for livestock (to be
effective in 2022 in Europe) or recent biocidal product regulation
that requires in-house expertise and lengthy approval processes,
are clear indicators of the need for the company's services. Kersia
differentiates from market leaders in its capacity for tailor-made
services and expertise in microbiology and drug-resistant
pathogens. Given the high-reputational risk linked to animal
diseases and food scandals (such as African swine fever) for
farmers and food industrials, we view as crucial the company's
long-standing and sticky relations with key customers. Kersia is
also a first mover in ecofriendly and green products, either
through recent acquisitions (Holchem's Holistic Green Range product
line) or innovations focusing on value-added green and biotech
formulations (20% of its total revenue is through ecofriendly
product use), continuing to look for ways to expand its
biotechnology services. Kersia's differentiated approach to
customer service reflects the group delivering tailor-made
solutions. S&P views this as a distinguishing key strength that
sets high barriers to entry because the company can combine
products and services for specific needs rather than selling
standard cleaning-products. This quality of service also explains a
low churn ratio of less than 3% among its customers.

Profitability will depend on the lean integration of acquisition
and raw material rationalization plans.  S&P said, "Although the
company has integrated past acquisitions, we continue to believe
profitability will depend on integrating recent M&A deals like
Choisy and Holchem. We expect earnings stability by a lean
integration of these acquisitions together with synergies like
cross-selling opportunities, manufacturing optimization, and raw
material rationalization that will allow for EBITDA and
deleveraging of about 6x in fiscal 2022. Kersia has been leveraging
through the acquired networks, which complemented the company's
business by increasing its leadership in specific subsegments,
enlarging its product portfolio, and expanding into new areas (such
as Canada). We also note the potential for raw material purchasing;
logistics; and sales, general, and administrative (SG&A) savings
linked to a greater size and higher volume. However, we also view
as limiting the higher integration risks linked to these and other
acquisitions."

The 'B' rating reflects a highly flexible cost base, and
asset-light model with solid cash flow.  In addition to highly
flexible cost structure where about 80%-85% of the total cost is
variable, the company benefits from a very asset-light business
model since manufacturing of products is not very complex. S&P
said, "Furthermore, we understand its controlled capital
expenditures which are limited with growing capital expenditure
remaining about 1%-2% and maintenance of about 4% of sales. We
understand that the company has had strong recurring free cash flow
over the past years with S&P Global Ratings-adjusted free operating
cash flow (FOCF) of EUR15 million-EUR23 million in fiscal years
2018-2019. We now forecast FOCF of EUR20 million-EUR25 million per
year in fiscal years 2020 and 2021."

S&P said, "The final ratings will depend on our receipt and
satisfactory review of all final documentation and final terms of
the transaction.  The preliminary ratings should therefore not be
construed as evidence of final ratings. If we do not receive final
documentation within a reasonable time, or if the final
documentation and final terms of the transaction depart from the
materials and terms reviewed, we reserve the right to withdraw or
revise the ratings. Potential changes include, but are not limited
to, utilization of the proceeds, maturity, size and conditions of
the facilities, financial and other covenants, security, and
ranking.

"The stable outlook reflects our view that Kersia will continue to
grow profitably, using organic growth with strategic acquisitions.
In our base-case scenario, we assume management will focus on
growth supported by its core value-added services in Europe,
complemented by a growing presence in key areas like Brazil,
Poland, Eastern Europe, and North America.

"We also assume profitability margins will remain at 18%-20% as the
company integrates acquisitions and reaps the benefits of higher
premiumization, while leveraging cross-selling opportunities and
operating efficiencies from its footprint optimization and raw
material rationalization. We assume S&P Global Ratings-adjusted
debt-to-EBITDA will remain at 6x-7x of in the next 12 months, with
solid interest coverage rations above 3x and positive FOCF."

S&P would lower the rating over the next 12 months if:

-- An unexpected acquisition pushes S&P Global Ratings-adjusted
debt to EBITDA above 7.5x, even temporarily;

-- Revenue growth and profitability are materially lower than
expected, deviating the company from its deleveraging trajectory;

-- Kersia's liquidity deteriorated materially; or

-- FFO cash interest coverage declined toward 2x.

This could happen in the case of lower-than-expected growth in key
core countries, combined with deteriorating profitability of
integrating recent acquisitions.

S&P said, "We could take a positive rating action if Kersia
sustained a leverage below 5x on a sustained basis. We believe this
is unlikely given the financial sponsor ownership and its ambitious
growth strategy into new markets and consolidating dynamic in the
industry. We believe Kersia will have to continue expanding the
business via acquisitions in order to maintain its leadership in
the sanitary and biosecurity market."




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G E R M A N Y
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ASSET-BACKED EUROPEAN 19: Fitch Assigns BB+sf Rating on Cl. E Debt
------------------------------------------------------------------
Fitch Ratings has assigned Asset-Backed European Securitisation
Transaction Nineteen UG (A-BEST 19) final ratings.

RATING ACTIONS

Asset-Backed European Securitisation Transaction Nineteen UG

Class A XS2247538023; LT AAAsf New Rating; previously  

Class B XS2247538452; LT AAsf New Rating; previously  

Class C XS2247538619; LT Asf New Rating; previously  

Class D XS2247538882; LT BBBsf New Rating; previously  

Class E XS2247539005; LT BB+sf New Rating; previously  

Class M XS2247539344; LT NRsf New Rating; previously  

TRANSACTION SUMMARY

A-BEST 19 is a two-year revolving securitisation of auto loan
receivables advanced to German private and commercial borrowers and
serviced by FCA Bank Deutschland GmbH (FCAD). FCAD is fully owned
by FCA Bank S.p.A., which itself is a joint venture between Fiat
Group Automobiles S.p.A. and Crédit Agricole S.A.

KEY RATING DRIVERS

Loan Type Drives Default Risk

Fitch has determined loan type as the key default performance
driver and therefore derived individual default assumptions by loan
type. Fitch modelled a stressed pool composition with the share of
balloon loans migrating to its replenishment limit of 75%. This
resulted in a weighted average (WA) base-case default rate of 3.7%
and a WA 'AAA' default multiple of 4.8x for the total portfolio.

Asset Levels Reflect Coronavirus Shock

Fitch sets its base-case default assumptions between vintages from
the financial crisis and more recent ones. Fitch believes default
rates will remain below levels seen during the financial crisis,
because of material government support and an assumed faster
recovery. Despite rising infections, Fitch does not assume
restrictions on economic activity to the degree seen in spring. The
recovery base case of 55% reflects its view of used car prices not
being materially affected by the pandemic over the medium term.

Low Lifetime Excess Spread

The servicer charges an annual contractual fee of 1% on an
aggregate basis on performing and defaulted assets, while the
pool's annual yield may decline to 2.5% during the revolving period
from initially 3.2%. Interest payments on the rated notes are
senior to principal redemption. In a stressed scenario, interest in
excess of the issuer's expenses and release amounts from the
amortising reserve may be insufficient to cure outstanding
defaults.

Servicer- and Counterparty-Related Risks

Fitch deems servicer discontinuity risk to be mitigated even though
there is no back-up servicer in place at closing. The assets are
standard, which allow for a straightforward transfer to a different
servicer while the amortising liquidity reserve provides at least
four months of interest coverage for the class A to E notes. Other
counterparty risks are adequately mitigated by remedial actions set
out in the transaction documents, in line with Fitch's Structured
Finance and Covered Bonds Counterparty Rating Criteria.

Key Rating Drivers listed in the applicable sector criteria, but
not mentioned, are not material to this rating action.

RATING SENSITIVITIES

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

Increase in credit enhancement (CE) ratios as the transaction
deleverages after the revolving period

Smaller-than-assumed losses due to, for example, default rates
being 10% lower than its base case, which could lead to an upgrade
of up to two notches

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

Long-term asset performance deterioration such as increased
delinquencies or reduced portfolio yield, which could be driven by
changes in portfolio characteristics, macroeconomic conditions,
business practices or the legislative landscape

A longer-than-expected coronavirus crisis that erodes macroeconomic
fundamentals and the auto market in Germany beyond Fitch's base
case. For example, if default rates are 25% higher than its base
case, the ratings could be downgraded by up to two notches.

Coronavirus Downside Scenario Sensitivity

Fitch acknowledges the uncertainty of the path of
coronavirus-related containment measures, and has considered a more
severe economic downturn than contemplated in its base-case
scenario. In the downside scenario, rising infection rates cause
governments to renew lockdowns on a larger scale than currently
seen and comparable to the one seen in the spring. Lockdown
measures, coupled with extended periods of social distancing, cause
a second round of GDP declines, as severe as those in 1H20.

In this downside scenario, the ratings of the class A, B and C
notes would be one notch lower than the current ratings.

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

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

DATA ADEQUACY

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

Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS

A description of the transaction's representations, warranties and
enforcement mechanisms (RW&Es) that are disclosed in the offering
document and which relate to the underlying asset pool is available
by clicking the link to the Appendix. The appendix also contains a
comparison of these RW&Es to those Fitch considers typical for the
asset class as detailed in the Special Report titled
'Representations, Warranties and Enforcement Mechanisms in Global
Structured Finance Transactions'.

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.

ASSET-BACKED EUROPEAN 19: Moody's Rates EUR10.7MM Cl. E Notes Ba2
-----------------------------------------------------------------
Moody's Investors Service has assigned the following ratings to
Notes issued by Asset-Backed European Securitisation Transaction
Nineteen UG (haftungsbeschrankt):

EUR483.5M Class A Asset-Backed Floating Rate Notes due December
2031, Assigned Aaa (sf)

EUR19.5M Class B Asset-Backed Fixed Rate Notes due December 2031,
Assigned Aa1 (sf)

EUR18.2M Class C Asset-Backed Fixed Rate Notes due December 2031,
Assigned A1 (sf)

EUR10.3M Class D Asset-Backed Fixed Rate Notes due December 2031,
Assigned Baa2 (sf)

EUR10.7M Class E Asset-Backed Fixed Rate Notes due December 2031,
Assigned Ba2 (sf)

Moody's has not assigned a rating to the subordinated EUR 19.6
million Class M Asset-Backed Fixed Rate Notes due December 2031.

RATINGS RATIONALE

Asset-Backed European Securitisation Transaction Nineteen UG
(haftungsbeschrankt) is a 24-months revolving cash securitisation
of auto loan receivables extended by FCA Bank Deutschland GmbH,
which is a 100% subsidiary of FCA Bank S.p.A.
(Baa2(cr)/P-2(cr)/Baa1 long-term deposits), to obligors located in
Germany. The portfolio consists of loans extended to private
non-value added tax and small businesses/commercial obligors in
Germany. This is the third public auto loan securitisation
transaction in Germany rated by Moody's originated by FCA Bank
Deutschland GmbH since 2002. The originator will also act as the
servicer and swap counterparty of the portfolio during the life of
the transaction.

The securitised assets are made up of monthly paying auto loans
that FCA Bank Deutschland GmbH dealerships have granted to private
and commercial customers resident in Germany with a total
outstanding discounted principal balance of approximately EUR 559.1
million.

As of 20th of October 2020 cut-off date, the portfolio balance
amounts to EUR559,067,796 for a total of 35,288 loans. The
portfolio is collateralised by 66% new cars and 34% used cars,
whereby the majority of vehicles relate to the Fiat brand 50.4%.
Portfolio cash flows comprise of 24.7% fully amotising loans and
75.3% loans (including balloon loans and formula loans) relying on
a substantial portion of the outstanding principal under the loan
being repaid in a single bullet at maturity.

According to Moody's, the transaction benefits from credit
strengths such as a granular portfolio, a simple transaction
structure, and the positive performance of past transactions.
Furthermore, the Class A, B, C, D and E Notes benefit from an
amortising cash reserve of 0.5% of the rated Notes at closing with
a floor of EUR 250,000. This reserve is fully funded at closing and
will provide liquidity during the life of the transaction to pay
senior expenses and coupons on Class A, B, C, D and E Notes in the
event of a cash flow disruption. In addition, the contractual
documents include the obligation of the calculation agent to
estimate amounts due in the event that a servicer report is not
available. This reduces the risk of any technical non-payment of
interest on the Notes.

However, Moody's notes that the transaction features some credit
weaknesses such as (i) the 24-month revolving period which could
create volatility of pool performance, and (ii) the relatively high
proportion of balloon loans. Moody's considers commingling risk to
be sufficiently mitigated mainly by the transfer of collections in
the collection account to the issuer account bank latest 1 business
day after they were received, the automatic termination of
collection authority upon servicer insolvency and the rating of the
servicer's parent. There is no set-off risk from customer deposits
or employees in the transaction. However, set-off risk from the
various types of insurance may arise.

Three broad contract types will be securitised: retail loans
(24.7%), balloon loans (64.9%) and formula loans (10.4%). Retail
loans are repaid on the basis of fixed monthly installments of
equal amounts throughout the term of the loan. Balloon loans have
monthly installments of equal amounts throughout the term of the
loan with a substantial portion of the outstanding principal under
the loan being repaid in a single bullet at maturity. Formula loans
are structured as a 'balloon loan' but in this case the borrower
enters into a repurchase agreement with a FCA Group dealer under
which the dealer agrees to repurchase the vehicle at maturity. The
dealer agrees to pay the balloon amount to the originator. However,
the borrower's obligation to repay the balloon amount will remain
in the event the dealer is not meeting its obligation to repurchase
the car at the pre-agreed price.

Moody's analysis focused, amongst other factors, on (i) an
evaluation of the underlying portfolio of finance agreements, (ii)
historical performance information of the total book and past ABS
transactions, (iii) the credit enhancement provided by
subordination and the reserve fund, (iv) the liquidity support
available in the transaction by way of the reserve fund, and the
(v) overall legal and structural integrity of the transaction, and
(v) the macroeconomic environment.

CURRENT ECONOMIC UNCERTAINTY:

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

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

MAIN MODEL ASSUMPTIONS

Moody's determined the portfolio lifetime expected loss of 2.20%
and Aaa portfolio credit enhancement ("PCE") of 11.00%. The
expected loss captures its expectations of performance considering
the current economic outlook, while the PCE captures the loss
Moody's expects the portfolio to suffer in the event of a severe
recession scenario. Expected defaults and PCE are parameters used
by Moody's to calibrate its lognormal portfolio loss distribution
curve and to associate a probability with each potential future
loss scenario in the ABSROM cash flow model to rate Auto ABS.

Portfolio expected loss of 2.20% is slightly higher than the EMEA
Auto Loan ABS average and is based on Moody's assessment of the
lifetime expectation for the pool taking into account (i) historic
performance of the loan book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations, such as
the balloon loan component of the portfolio.

PCE of 11.00% is higher than the EMEA Auto Loan ABS average and is
based on Moody's assessment of the data variability, as well as by
benchmarking this portfolio with past and similar transactions.
Factors that affect the potential variability of a pool's credit
losses are: (i) historical data variability, (ii) quantity, quality
and relevance of historical performance data, (iii) originator
quality, (iv) servicer quality, and (v) certain pool
characteristics, such as asset concentration, lumpiness of cash
flows (high balloon payments). The PCE level of 11.00% results in
an implied coefficient of variation ("CoV") of 44%.

METHODOLOGY

The principal methodology used in these ratings was 'Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS', published in
July 2020.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Factors that may lead to an upgrade of the Class B, Class C, Class
D and E Notes rating include significantly better than expected
performance of the pool.

Factors that may cause a downgrade of the Class A, Class B, Class
C, Class D and Class E Notes include a decline in the overall
performance of the pool, or a significant deterioration of the
credit profile of the originator.

WIRECARD AG: Former Board Chairman Appears Before German MPs
------------------------------------------------------------
BBC News reports that the former head of the disgraced payments
firm Wirecard, Markus Braun, has appeared before German MPs
investigating the biggest corporate scandal in post-war Germany.

He has been charged with fraud and embezzlement, and was escorted
to Berlin from pre-trial detention in Munich, BBC discloses.  He
denies wrongdoing, according to BBC.

Wirecard collapsed in June after admitting that EUR1.9 billion
(GBP1.7 billion; US$2.2 billion) was missing from its accounts, BBC
recounts.

According to BBC, the former board chairman said he had seen no
evidence or indication that any public officials had behaved
improperly in connection with Wirecard, and added that he would
speak next to the state prosecutors.

"In the end, independent judges will decide who bears legal
responsibility for the collapse of the Wirecard AG business," BBC
quotes Mr. Braun as saying.

He had been in charge of the German fin-tech firm since 2002, BBC
notes.

The parliamentary inquiry is headed by opposition politicians, BBC
states.  Germany's DPA news agency says they are expected to call
Chancellor Angela Merkel and Finance Minister Olaf Scholz to
testify, according to BBC.

Thousands of shareholders are seeking more than EUR12 billion in
compensation -- far more than is likely to be recovered by the
bankruptcy regulators, BBC discloses.

When Wirecard joined Germany's blue-chip Dax 30 share index two
years ago it was valued at EUR24 billion, BBC relays.  But this
summer the company's shares crashed more than 80% when the scandal
broke, BBC recounts.




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

HAYFIN EMERALD V: S&P Assigns BB- (sf) Rating on Class E Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Hayfin Emerald
CLO V DAC's class A, B-1, B-2, C, D, and E notes. The issuer also
issued unrated subordinated notes.

Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.

The portfolio's reinvestment period ends approximately three years
after closing, and the portfolio's weighted-average life test is
approximately eight years after closing.

The ratings assigned to the notes reflect S&P's assessment of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization (OC).

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

  Portfolio Benchmarks
                                                         Current
  S&P Global Ratings weighted-average rating factor     2,871.73
  Default rate dispersion                                 700.99
  Weighted-average life (years)                             5.20
  Obligor diversity measure                                99.81
  Industry diversity measure                               21.59
  Regional diversity measure                                1.27

  Transaction Key Metrics
                                                         Current
  Total par amount (mil. EUR)                              350.0
  Defaulted assets (mil. EUR)                                  0
  Number of performing obligors                              125
  Portfolio weighted-average rating derived
    from S&P's CDO evaluator                                 'B'
  'CCC' category rated assets (%)                           7.43
  'AAA' weighted-average recovery (%)                      33.95
  Covenanted weighted-average spread (%)                    3.79
  Reference weighted-average coupon (%)                     4.00
  Loss mitigation loan mechanics

Under the transaction documents, the issuer can purchase loss
mitigation loans, which are assets of an existing collateral
obligation held by the issuer offered in connection with the
obligation's bankruptcy, workout, or restructuring, to improve its
recovery value.

The purchase of loss mitigation loans is not subject to the
reinvestment criteria or the eligibility criteria. It receives no
credit in the principal balance definition. The cumulative exposure
to loss mitigation loans is limited to 10% of target par.

The issuer may purchase loss mitigation loans using either interest
proceeds, principal proceeds, or amounts in the collateral
enhancement account. The use of interest proceeds to purchase loss
mitigation loans are subject to (i) all the interest and par
coverage tests passing following the purchase, and (ii) the manager
determining there are sufficient interest proceeds to pay interest
on all the rated notes on the upcoming payment date. The use of
principal proceeds is subject to the transaction passing par
coverage tests and the manager having built sufficient excess par
in the transaction so that the principal collateral amount is equal
to or exceeds the portfolio's target par balance after the
reinvestment.

Rating rationale

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio primarily comprises broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, we conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs (see
"Global Methodology And Assumptions For CLOs And Corporate CDOs,"
published on June 21, 2019).

"In our cash flow analysis, we used the EUR350 million par amount,
the covenanted weighted-average spread of 3.79%, the reference
weighted-average coupon of 4.00%, and the covenanted
weighted-average recovery rates for 'AAA' rated notes. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.

"We consider that the transaction's legal structure is bankruptcy
remote, in line with our legal criteria.

"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-1 to E notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our assigned ratings on the notes.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class A,
B-1, B-2, C, D, and E notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to E notes
to five of the 10 hypothetical scenarios we looked at in our recent
publication."

S&P Global Ratings acknowledges a high degree of uncertainty about
the evolution of the coronavirus pandemic. The current consensus
among health experts is that COVID-19 will remain a threat until a
vaccine or effective treatment becomes widely available, which
could be around mid-2021. S&P said, "We are using this assumption
in assessing the economic and credit implications associated with
the pandemic. As the situation evolves, we will update our
assumptions and estimates accordingly."

Hayfin Emerald CLO V is a European cash flow CLO securitization of
a revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Hayfin
Emerald Management LLP manages the transaction.

Table of Contents

  Ratings List

  Class    Rating    Amount     Sub (%) Interest rate*
                   (mil. EUR)         
  A        AAA (sf)   208.30    40.49     Three/six-month EURIBOR
                                           plus 1.10%
  B-1      AA (sf)     24.50    31.49     Three/six-month EURIBOR
                                           plus 1.85%
  B-2      AA (sf)      7.00    31.49     2.10%
  C        A (sf)      21.00    25.49     Three/six-month EURIBOR
                                           plus 3.00%
  D        BBB (sf)    25.60    18.17     Three/six-month EURIBOR
                                           plus 4.50%
  E        BB- (sf)    24.20    11.26     Three/six-month EURIBOR
                                           plus 6.88%
  Sub      NR          35.00    N/A       N/A

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

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




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

INFOPRO DIGITAL: S&P Affirms 'B-' ICR on Planned Refinancing
------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
business-to-business (B2B) information and services company Infopro
Digital Group B.V. (Infopro Digital). At the same time, S&P
assigned a'B-' issue rating with a '3' recovery rating to the
proposed senior secured notes, and affirmed the 'B+' issue rating,
with a recovery rating of '1', on the upsized revolving credit
facility (RCF).

Infopro Digital's proposed refinancing eliminates near-term
maturity risk but adjusted leverage remains high.  Infopro
Digital's debt maturity will extend to five years from less than
two, removing any near-term refinancing risks. The proposed
refinancing will lead to a gross debt reduction of EUR95 million
stemming from the use of EUR120 million of Infopro Digital's cash
on the balance sheet. S&P said, "Despite this reduction, we
continue to expect very high adjusted leverage of over 12x in 2020
and over 7x in 2021. Furthermore, we anticipate that a less
favorable interest rate for the new debt will offset the benefit of
lower debt levels, somewhat eroding free cash flow generation."

The removal of short-term maturities and the upsizing of the RCF
will significantly boost Infopro Digital's liquidity.  The
refinancing will entail the full repayment of the EUR70 million RCF
and EUR60 million government-backed loans, both of which have short
term maturities of less than 15 months. In addition, the company
intends to increase its RCF by EUR25 million to EUR95 million. This
will provide Infopro Digital with a sizable liquidity buffer of
EUR128 million, including a healthy cash balance of about EUR33
million, which will help it navigate the challenging macroeconomic
environment resulting from the COVID-19 pandemic.

S&P said, "We expect Infopro Digital will withstand a temporary
slowdown in economic activity and continue its acquisitive growth
strategy.  We expect Infopro Digital's revenue will decline by
close to 10% in 2020 versus 2019, largely driven by an about 60%
reduction in its face-to-face events business in the first three
quarters of 2020 as a result of the COVID-19 pandemic. The rest of
Infopro Digital's business has proven to be resilient in the
current environment, showing limited operating leverage with
year-to-date revenue and operating income down 11% and 9%
respectively for the first nine months of 2020. We expect Infopro
Digital's free cash flow generation will be subdued in the next two
years compared with historical levels due to soft activity and
higher interest expenses. We believe that Infopro Digital's
improved liquidity will allow the company to continue to expand
through bolt-on acquisitions with the intent of extending its
geographical footprint, diversifying its activities and enhancing
its operating efficiency, demonstrated by the successful
acquisition and integration of Risk.net in 2017, DOCUgroup in 2018,
and Haynes Publishing in 2020.

"The stable outlook reflects our view that Infopro Digital's credit
metrics will remain very elevated in 2020-2021, with S&P Global
Ratings-adjusted leverage reaching 12x in 2020, reducing toward 7x
in 2021. It further reflects our assumption that the group's
operating performance in 2021 will be resilient, supported by
resumed activity in the events business and at least stable
performance in the B2B business. In our base case for 2021, we
expect the company's revenue will recover to pre-COVID-19 levels of
over EUR440 million in 2021 in 2021, with adjusted EBITDA margin
improving to above 23%."

S&P could lower the ratings on Infopro Digital over the next twelve
months if:

-- The company materially underperforms S&P's base-case
expectations for sales, earnings, and EBITDA, resulting in negative
FOCF and failure to deleverage from presently very high levels. A
weaker-than-expected performance might give way to an unsustainable
leverage level in the medium term.

-- The company's liquidity materially weakens, for example as a
result of a large debt-funded acquisition or shareholder returns.

S&P said, "We are unlikely to upgrade Infopro Digital over the next
12 months due to its very high financial leverage, as well
continued uncertainties surrounding the full impact of pandemic and
the prevailing unsupportive macroeconomic conditions. However, we
could raise the ratings if the company materially outperforms our
base case, with adjusted leverage declining below 7.0x and FOCF to
debt exceeding 5% on a sustainable basis. In our view, reduced
leverage and strengthened credit metrics will depend on the group's
adoption of a moderate financial policy, including no material
debt-funded acquisitions and shareholder returns."


IPD3 BV: Fitch Assigns B(EXP) LT IDR, Outlook Negative
------------------------------------------------------
Fitch Ratings has assigned IPD3 B.V. (IPD) a first-time expected
Long-Term Issuer Default Rating (IDR) of 'B(EXP)'with a Negative
Outlook. It has also assigned IPD's planned issue of EUR685 million
notes an expected senior unsecured 'B+(EXP) rating.

The rating of IPD reflects its high leverage triggered by the
pandemic and the acquisition of Haynes group. However, it also
reflects its expectation of recovery and improvement in credit
metrics post- 2020, a leading position in its product niches with a
high share of subscription revenues underpinned by strong renewal
rates, established and reputable brands as well as moderate
barriers of entry.

The Negative Outlook reflects uncertainties over the pace of
recovery in end markets in 2021, limited visibility around the
return of activities in the trade-show segment as well as the
negative impact of economic recession on IPD's customer base and
renewal rates in the subscription business.

The assignment of final ratings is contingent on the receipt of
final notes documentation.

KEY RATING DRIVERS

High Leverage: The debt- and cash-funded acquisition of Haynes
completed in April 2020, coupled with the impact of social
restrictions on IPD's face-to-face business and marketing services,
is expected to drive funds from operations (FFO) gross leverage to
around 10x by end-2020 (proforma for the Haynes acquisition) from
6.6x in 2019. Fitch expects that the resilient subscription
business in tandem with a gradual market recovery and full-year
earnings contribution from Haynes can result in FFO leverage
decreasing to 7.4x by end-2021. In the absence of large,
debt-funded acquisitions, Fitch expects the company to reduce
leverage during 2022 to below its 7.0x threshold to maintain a 'B'
rating.

Exposure to Cyclical End Markets: Pro-forma for the Haynes
acquisition, IPD in 2019 generated approximately 70% of its revenue
from more cyclical end markets such as construction (34%), auto and
aftermarket (20%), and industrials (15%). The company is therefore
exposed to the impact of a prolonged economic downturn triggered by
the pandemic. IPD's customer base comprises predominately of small
and medium enterprises (SMEs), which may be more vulnerable to a
recession than larger companies.

Services Less Prone to Cutbacks: The services offered by IPD are
often an essential part of its customer's business and account for
a low proportion of operating costs, which make them less likely to
be scaled back. Ongoing government support for companies in concert
with less severe lockdowns in 4Q20 and in early 2021 versus 2Q20
could limit the number of SMEs defaults.

High Proportion of Subscription Revenues: Contracted sales remain
the backbone of IPD's business. The company has been gradually
increasing its share of subscription revenue to around 60% of total
revenue following the acquisition of Haynes, from 50% in 2016.
Customer contracts with typical durations of one to three years
provide some visibility of profit and cash flow generation. IPD
also benefits from strong retention rates, which vary from around
80% for trade shows to almost 100% in subscriptions in the
automotive aftermarket business.

Decline in Face-To-Face Business: The negative impact of the
pandemic on trade shows and the other face-to-face activities
accounting was the key driver behind an 11% revenue decline in 9M20
(19% like-for-like decline excluding the contribution of Haynes).
On average, over the past two years, the trade shows segment
generated around 45% of its revenues and information & insights
around 33% in 4Q. While this seasonality will continue to impact
earnings in 2020, Fitch assumes that as national restrictions on
events gradually relax in 2021 revenues from these high-margin
businesses should recover strongly in 2H21. The majority of
face-to-face events organised by IPD are local and are therefore,
potentially, less impacted by international travel restrictions.

Bolt-on M&A to Continue: Since inception in 2001 IPD completed 31
acquisitions and inorganic growth has accelerated markedly over the
past three years. Fitch expects that the company will continue to
pursue opportunities in the highly fragmented market. Its base case
assumes EUR25 million of bolt-ons p.a., financed largely by
internally generated free cash flow (FCF). While IPD has
successfully integrated recently acquired companies, it has been
also incurring restructuring costs of up to EUR10 million p.a. In
its view, IPD will focus on the full integration of Haynes before
considering any sizable acquisitions.

Established Position in Niches: IPD offers a wide range of
platforms and services but two- thirds of its revenue are generated
from 15 key brands, which are strongly positioned within their
respective niche markets. IPD intends to step up its investments
from 2021 to expand its existing service offerings, as well as
launching solutions focused on virtualisation and digitalisation of
content-driven events. Broad data sets and experience in tailoring
of information towards customer needs, combined with reliable
services, also increases the loyalty of IPD customers and creates
barrier of entry for potential competitors.

DERIVATION SUMMARY

IPD is a leading European business services provider focused on six
core sub-segments including automotive aftermarket, construction
and industrials. High leverage and the smaller scale are the key
differentiating factors compared with larger peers such as RELX
(BBB+/Stable), Thomson Reuters Corporation (BBB+ /Stable) and Daily
Mail and General Trust Plc (BBB-/Stable).

IPD benefits from a strong share of subscription revenues (60%) and
has well-established position in its core segments, but is more
exposed to more cyclical end markets and less diversified globally.
Its scale also makes it more vulnerable in this economic recession,
especially with the face-to-face businesses impacted by COVID-19
restrictions.

KEY ASSUMPTIONS

Reported revenue to decline 17% in 2020, reflecting a 23% of
reduction in sales from information & insights and drop in trade
shows revenue to EUR18 million

Recovery in revenues with 20% growth in 2021, driven by growth in
trade shows revenue to over EUR50 million and improving results in
other segments, followed by 8% revenue growth in 2022 and by 5% in
2023

Fitch-adjusted EBITDA margins of around 22% in 2020, and rising
gradually to 27% in 2023

Capex averaging 8%-9% of sales in 2021-2023

Bolt-on acquisitions of EUR25 million p.a.

Restructuring costs of EUR10 million p.a.

No dividends until 2023

KEY RECOVERY RATING ASSUMPTIONS

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

Fitch has assumed a 10% administrative claim.

Fitch estimates post-restructuring going concern EBITDA of EUR92
million, which is around 17% lower than its 2021 Fitch-defined
EBITDA forecast.

Fitch uses an enterprise value multiple of 5.5x to estimate a
post-reorganisation value.

After deduction of 10% administrative claims, Fitch calculates the
recovery prospects for the senior secured instruments at 53%,
assuming the super senior secured revolving credit facility (RCF)
of EUR95 million is fully drawn, which implies a one-notch uplift
of the ratings relative to the company's IDR to arrive at 'B+' with
a Recovery Rating of 'RR3' for the company's EUR685 million of
senior secured debt.

RATING SENSITIVITIES

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

  - FFO gross leverage sustainably below 5.0x

  - FFO interest charge cover sustainably above 3x

  - FCF margin above 8% on a sustained basis

  - Improved visibility on EBITDA and cashflow generation, with
reduced exposure to the face-to-face businesses

  - Stronger-than-expected rebound in the trade shows and
information and insights segments

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

  − FFO gross leverage sustainably above 7.0x

  − FFO interest cover failing to improve to around 2.5x

  − EBITDA margin deterioration towards 20%

  − FCF margin sustainably below 3%

  − Sizeable, fully debt-funded acquisitions

  − Material loss of subscription contracts and lack of recovery
in trade shows and information and insights businesses during
2021.

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.

LIQUIDITY AND DEBT STRUCTURE

IPD has healthy liquidity, assuming the refinancing it announced in
November 2020 is successful, with its next debt maturities after
2024 as well as a revolving credit facility (RCF) of EUR95 million
and an estimated post-refinancing cash balance of EUR35 million.
Liquidity could be negatively impacted if amounts spent on
acquisitions exceed FCF generation.

SUMMARY OF FINANCIAL ADJUSTMENTS

In 2019 Fitch treated EUR10.4 million (EUR8.8 million of
depreciation and amortisations on rights-of-use assets, and EUR1.6
million of lease interest expense) as operating expenses.

TV BIDCO: S&P Assigns 'B+' Issuer Credit Rating, Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit rating
to TV Bidco B.V., the new parent company of broadcaster Central
European Media Enterprises Ltd. (CME). At the same time, S&P is
discontinuing its ratings on CME.

S&P said, "The negative outlook reflects our view of challenging
operating conditions in TV Bidco's key TV advertising markets due
to the COVID-19 pandemic over the next 12 months, and that the
group may not manage to reduce its S&P Global Ratings-adjusted debt
to EBITDA to less than 5x and maintain free operating cash flow
(FOCF) to debt above 10% on a sustainable basis.

"Our rating on TV Bidco, the new parent company of CME, reflects
the new capital structure and a more aggressive financial policy.  
Our previous 'B+' rating on CME was constrained by a
still-unestablished financial policy without publicly stated
leverage targets. We had placed the ratings on CreditWatch with
negative implications on Oct. 30, 2019, as we have expected the
group's leverage to significantly increase as a result of the
acquisition by PPF Group, the ultimate parent of TV Bidco B.V.
After the transaction completed on Oct. 13, 2020, we have
discontinued our rating on CME and assigned our long-term 'B+'
rating to TV Bidco B.V., the new parent company that has issued a
EUR1.1 billion senior secured term loan to finance the acquisition.
As a result, under the new owner and with a new capital structure,
the group's S&P Global Ratings-adjusted debt to EBITDA will
significantly increase from 2.8x in 2019 to about 5.5x in 2020 (not
including the expected cost savings and one-off restructuring and
transaction costs). We expect the group's leverage will likely
reduce to less than 5x in 2021-2022 due to increasing EBITDA,
robust FOCF generation, gradual reduction in gross debt due to the
amortizing nature of the term loan, and the new parent's financial
policy supporting this deleveraging.

"The group's small scale and operations in the volatile linear TV
broadcasting industry constrain the rating.   We view TV Bidco's
position as weaker than that of its larger and better diversified
global peers in the media industry. This takes into account its
smaller scale, operations in modestly sized addressable TV
advertising markets in Central and Eastern Europe, and lack of
business diversification with high dependence on volatile TV
advertising that accounted for about 80% of revenue and EBITDA in
2019. The group is therefore more vulnerable to higher volatility
in its operating performance and credit metrics than larger peers.
We also think that traditional broadcasters globally are facing
structural challenges and increasing competitive pressure from
online streaming services and the rapid growth of online and
digital advertising." Although these risks are so far less
pronounced in the markets where TV Bidco operates, in the medium
term it will have to address them by increasing investment to
remain competitive, which could erode its currently above-average
profitability.

Strong market positions, above-average profitability, and ability
to adjust programming costs support the rating.   Positively, TV
Bidco enjoys leading positions and TV audience shares in all its
markets and has strong media brands that it can utilize to expand
its services offering. S&P also expects that as global economic
growth recovers after the COVID-19 pandemic, the group's markets in
Central and Eastern Europe could offer higher growth rates than
more mature markets in Western Europe and the U.S. The preference
for local content and lower penetration of global streaming video
on demand services such as Amazon Prime and Netflix in this region
also support TV Bidco's competitive position.

Before the acquisition, the group had a good track record of
delivering solid operating results and has improved its earnings
profile and profitability over the past several years. The adjusted
EBITDA margin has progressively improved to 34% in 2019 from about
23% at the end of 2015, which is above average for broadcasters.
The group has very efficiently managed its cost base and reduced
reliance on U.S. content in favour of more local productions, which
currently account for more than 60% of its programming.

TV Bidco has efficiently managed the effect of the pandemic by
reducing programming costs.   Similar to other broadcasters, the
pandemic has significantly hit TV Bidco's operating performance.
S&P said, "We estimate as a result, the group's revenue in 2020
will decline by 6%-8% and will not recover to 2019 levels until
2022. In March-April 2020, as the pandemic spread in Europe,
advertisers rapidly cut their budgets, and TV advertising revenue
in TV Bidco's key markets dropped very dramatically, by 25%-30% in
second-quarter (Q2) 2020 compared with Q2 2019. This led the
group's like-for-like revenue to decline by 12% and EBITDA to fall
by 14% in the first half of 2020. Since June, TV Bidco has seen
robust recoveryin revenue growth. We remain cautious in our outlook
for Q4 2020 and the first half 2021, as there remains a high degree
of uncertainty about the evolution of the coronavirus pandemic and
the virus is currently resurging in several European countries,
including the Czech Republic, and local restrictive measures are
being reimposed."

S&P said, "We expect TV Bidco will generate solid EBITDA and free
cash flow that should allow it to reduce leverage to less than 5x.
We estimate that at the end of 2020, TV Bidco's adjusted leverage
will be about 5.5x (not including the expected cost savings and
one-off restructuring and transaction costs in our EBITDA
calculation), which will be significantly higher than 2.8x at the
end of 2019. We understand that the group's new owners plan to
reduce leverage from the high opening level, and no material
acquisitions or shareholder distributions are proposed beyond those
included in our base-case (these are also restricted by the debt
documentation). The group will also need to comply with a financial
covenant that has a stepping-down net leverage threshold.

"Assuming that TV Bidco's operating performance recovers and
adjusted EBITDA grows in line with our base case--and the group
gradually repays the EUR1.1 billion senior secured term loan that
has 5% amortization per year starting from 2021--we expect the
adjusted leverage will reduce to about 5.0x in 2021 and toward 4.5x
in 2022. We also assume TV Bidco will continue generating robust
positive FOCF in 2020-2022, such that adjusted FOCF to debt will be
above 10% over the forecast period."

There is a modest risk of volatility in TV Bidco's credit ratios
stemming from potential movements in foreign exchange rates.   The
EUR1.1 billion senior secured term loan is denominated in euros,
while the group generates the majority of its revenue, earnings and
cash flow in local currencies--Czech koruna and Romanian leu--which
could weaken against the euro, especially in a period of
macroeconomic stress. At the same time, we forecast TV Bidco's
EBITDA interest coverage will be above 5x in 2021-2022, which
provides material headroom against the potential increase in cash
interest payments due to foreign currency movements. In addition,
we expect that earnings coming from Bulgaria, Slovakia, and
Slovenia could fully cover annual interest payments on the loan.

There is no effect on our rating on TV Bidco from its ultimate
parent, PPF Group N.V.   S&P said, "We view TV Bidco B.V. as a
nonstrategic subsidiary of its ultimate parent, investment holding
company PPF Group N.V. Similar to other assets that PPF Group owns,
TV Bidco B.V. is managed and funded as a stand-alone entity, and
there is no formal commitment or mechanism for PPF Group to provide
extraordinary financial support to TV Bidco. Equally, our rating on
TV Bidco is not constrained by our view of the credit quality of
PPF Group."

S&P said, "The negative outlook reflects our view that over the
next 12 months, TV Bidco's operating conditions will remain
challenging, and there is a risk that the COVID-19 pandemic could
have a longer and more pronounced effect on economic growth and
recovery in advertising revenue in its key markets. In this
context, TV Bidco may not manage to reduce its S&P Global
Ratings-adjusted debt to EBITDA to less than 5x and maintain FOCF
to debt above 10% on a sustainable basis."

S&P could revise the outlook to stable if:

-- TV Bidco delivers solid operating performance and maintains
solid adjusted EBITDA margins, achieves the planned corporate costs
savings, and uses its free cash flow to reduce debt;

-- Adjusted leverage reduces to less than 5x in 2021 and toward
4.5x in 2022, and FOCF to debt remains above 10%; and

-- The group adheres to a prudent financial policy by allocating
its free cash flow between acquisitions, shareholder distributions,
and debt reduction such that it maintains adjusted leverage
comfortably below 5x on a sustainable basis.

S&P could lower the rating if TV Bidco's adjusted debt to EBITDA
remains at or above 5x. This could result from one or a combination
of the following:

-- Revenue growth and profitability don't improve in 2021-2022 as
S&P currently expects due to a longer or more severe impact from
the COVID-19 pandemic on its TV advertising markets;

-- The group's competitive position weakens if it is unable to
adjust its business model to structural challenges in the linear TV
broadcasting industry, or programming costs and investment in
business growth increase more than we forecast, leading to adjusted
EBITDA margin weakening toward 30% and lower free cash flow
generation;

-- The group follows a more aggressive financial policy and
prioritizes acquisitions or shareholder returns over deleveraging;
and

-- Reducing covenant headroom and weakening liquidity position.




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R U S S I A
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SOGLASIE INSURANCE: Fitch Affirms B+ IFS Rating, Outlook Negative
-----------------------------------------------------------------
Fitch Ratings has affirmed Soglasie Insurance Company Ltd.'s
(Soglasie) Insurer Financial Strength (IFS) Rating at 'B+'. The
Outlook is Negative.

KEY RATING DRIVERS

The rating reflects Soglasie's weak risk-adjusted capital position,
weak quality of its investments and a track record of retrospective
adverse restatements of technical reserves. The Negative Outlook
reflects Soglasie's high vulnerability to investment losses and its
limited ability to mitigate potential negative implications of the
pandemic due to a weak risk-adjusted capital position.

Soglasie's risk-adjusted capital position, as measured by Fitch's
Prism Factor-Based Model (FBM) score, remained below 'Somewhat
Weak', albeit slightly improved, based on IFRS reporting at
end-2019. This improvement was due to stronger earnings generation
and no adverse retrospective restatements of the accounts, which
had previously eroded available capital. Soglasie's 9M20 annualised
net income return on equity (ROE) of 10% suggests that the company
is likely to remain profitable for 2020 provided that the rouble
does not appreciate back relative to US dollar by the end of the
year. However, Fitch believes that capital generation will be
insufficient to materially strengthen Soglasie's risk-adjusted
capital position and to offset potential challenges stemming from
the coronavirus pandemic.

From a regulatory capital perspective, Soglasie was compliant with
the solvency margin, calculated using a Solvency 1-like formula, at
176% at end-2019 and 191% at end-9M20.

Soglasie reported net income of RUB1 billion in 9M20, up from
RUB590 million in 9M19, driven by a stronger non-underwriting
result. The insurer reported RUB256million of FX gains, compared
with FX losses of RUB230 million in 9M19, due to rouble
depreciation triggered by the coronavirus pandemic.

After a 11% drop in non-life premiums written in 2Q20 due to
lockdown, Soglasie managed to grow 16% in 3Q20, which resulted in a
4% yoy growth in 9M20. Whereas most lines saw a decline in written
premiums, the insurer managed to achieve a 42% growth in compulsory
motor third-party liability (MTPL) insurance in 9M20, which was not
interrupted by the lockdown period. This growth has been
accompanied by a moderate increase in the commission ratio.

Soglasie recorded a notable deterioration in the loss ratio for
motor damage and MTPL in 3Q20 after a favourable 2Q20 with its
reduced frequency of claims, and may see further deterioration of
the loss ratio in 4Q20 due to FX-driven inflation of spare parts.
Fitch also believes that the next round of the tariff
liberalisation enforced in September 2020 by the local regulator
may put pressure on the company's MTPL underwriting result.
Although Soglasie's combined ratio in 9M20 remained unchanged yoy
at 98%, Fitch expects the underwriting result in 2020 to worsen
relative to 2019.  

Fitch views the credit and liquidity quality of Soglasie's
investment portfolio as weak, albeit improving. Soglasie is exposed
to investment losses due to the nature of its investment portfolio.
Eight per cent of its invested assets represented volatile mutual
funds and equity instruments, which eroded the shareholder's funds
by RUB378million of mark-to-market losses (4% of shareholder's
equity at end-9M20). Soglasie has significant concentrations in its
investment portfolio, such as real estate, and a concentration in
bonds by related-party issuers and in investments in affiliates.
These instruments accounted for 39% of shareholder's equity at
end-9M20.

Fitch scores Soglasie's reserve profile at 'b+' with a higher
influence under its credit factor scoring guidelines due to
retrospective adverse restatements of technical reserves in
2015-2017. At the same time, at end-2019 an obligatory actuarial
review of Soglasie's reserves, required by the Central Bank of
Russia, confirmed the adequacy of the insurer's
incurred-but-not-reported reserves.

RATING SENSITIVITIES

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

  - A positive rating action is prefaced by Fitch's ability to
reliably forecast the impact of the coronavirus pandemic on the
financial profiles of both the insurance industry and Soglasie.

  - The Outlook could be revised to 'Stable' if, in Fitch's view,
the impact of the coronavirus pandemic on the investment risks of
Soglasie reduces.

  - The rating may be upgraded if Soglasie strengthens its
risk-adjusted capital position, as reflected in a Prism FBM score
of at least 'Somewhat Weak' on a sustained basis.

  - The rating could also be upgraded if the company improves its
non-life underwriting result and if prior-year reserves run-off is
positive.

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

  - A material adverse change in Fitch's rating assumptions with
respect to the coronavirus impact.

  - Negative profitability and weakening of Soglasie's liquidity
position.

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
=========

FTA TDA 24: Fitch Affirms Csf Rating on Series B Debt
-----------------------------------------------------
Fitch Ratings has affirmed six Spanish RMBS and revised the Outlook
on one transaction to Negative from Stable. The rating actions are
listed below

RATING ACTIONS

Fondo de Titulizacion, RMBS Prado IV

Class A ES0305248009; LT AA+sf Affirmed; previously AA+sf

TDA 24, FTA

Series A2 ES0377952017; LT CCCsf Affirmed; previously CCCsf

Series B ES0377952025; LT Csf Affirmed; previously Csf

Series C ES0377952033; LT Csf Affirmed; previously Csf

Series D ES0377952041; LT Csf Affirmed; previously Csf

IM Cajastur MBS 1, FTA

Class A ES0347458004; LT Asf Affirmed; previously Asf

Class B ES0347458012; LT Asf Affirmed; previously Asf

TDA 27, FTA

Class A2 ES0377954013; LT CCCsf Affirmed; previously CCCsf

Class A3 ES0377954021; LT CCCsf Affirmed; previously CCCsf

Class B ES0377954039; LT Csf Affirmed; previously Csf

Class C ES0377954047; LT Csf Affirmed; previously Csf

Class D ES0377954054; LT Csf Affirmed; previously Csf

Class E ES0377954062; LT Csf Affirmed; previously Csf

Class F ES0377954070; LT Csf Affirmed; previously Csf

FT, RMBS Prado V

Class A ES0305288005; LT AA+sf Affirmed; previously AA+sf

HT Abanca RMBS II

Class A ES0305306005; LT AA+sf Affirmed; previously AA+sf

TRANSACTION SUMMARY

The transactions are securitisations of fully amortising Spanish
residential mortgages.

KEY RATING DRIVERS

Resilient to Coronavirus Additional Stresses

The rating affirmations on the Prado, Abanca and Cajastur RMBS
transactions reflect its view that the securitisation notes are
sufficiently protected by credit enhancement (CE) and excess spread
to absorb the additional projected losses driven by the coronavirus
and its related containment measures, which are resulting in an
economic recession and increased unemployment in Spain. For these
transactions, Fitch expects structural CE to continue increasing as
they amortise on a fully sequentially basis.

Fitch also consider a downside coronavirus scenario for sensitivity
purposes whereby a more severe and prolonged period of stress is
assumed, which accommodates a further 15% increase to the portfolio
weighted average foreclosure frequency (WAFF) and a 15% decrease to
the WA recovery rates (WARR). The Stable Outlooks on the Prado and
Abanca notes reflect the ratings' resilience to the downside
coronavirus sensitivity.

Ratings Withstand Catalonia Lease Stresses

The rating analysis approximates the potentially adverse effects of
Catalonian Decree Law 17/2019, which allows some defaulted
borrowers in the region that meet defined eligibility criteria to
remain in their homes as tenants for as long as 14 years paying a
low monthly rent. The share of the portfolio balance that is
located in Catalonia ranges between 4.8% (Cajastur) and 24.3%
(Prado V).

Account Bank Caps Cajastur Ratings

The ratings of IM Cajastur MBS 1's class A and B notes reflect
their material exposure to the SPV account bank provider Banco
Santander, S.A. (A-/Negative/F2, deposit rating A/F1), where the
reserve fund that represents a large component of CE is being held,
and the absence of remedial actions since it became an ineligible
counterparty. In accordance with Fitch's Structured Finance and
Covered Bonds Counterparty Rating Criteria, the notes' ratings are
capped at Banco Santander's long-term deposit rating, which is
higher than the achievable rating if the sudden loss of the reserve
fund is modelled. The Negative Rating Outlook on these notes
reflects that on the bank rating.

TdA 24 and TdA 27: Default Real Possibility

The affirmation of TDA 24 and TDA 27 ratings at the 'CCCsf' rating
category and below reflect the negative CE ratios even for the most
senior notes of minus 3.7% for TDA 24 and minus 3.8% for TDA 27 and
the agency's view that default is a real possibility.

Low Take-up Rates on Payment Holidays

Fitch does not expect the COVID-19 emergency support measures
introduced by the Spanish government and banks for vulnerable
borrowers to negatively affect the liquidity positions on the
Prado, Abanca and Cajastur RMBS transactions, given the low take-up
rate of payment holidays at or below 3% of the current portfolio
balances as of the latest reporting periods. Additionally, the
large share of floating-rate loans that enjoy the currently low
interest rates are strong mitigating factors against macroeconomic
uncertainty.

IM Cajastur MBS 1 has an Environmental, Social and Governance (ESG)
Relevance Score of 5 for Transaction & Collateral Structure due to
lack of remedial actions taken upon the breach of direct support
counterparty rating triggers, which has a negative impact on the
credit profile, and is highly relevant to the rating.

TDA 24, FTA has an ESG Relevance Score of 4 for Transaction &
Collateral Structure due to payment interruption risk, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors. In addition, it has an
ESG Relevance Score of 4 for Transaction Parties & Operational Risk
due to the very volatile and weak underwriting and servicing
standards of one of the lenders involved Credifimo, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

TDA 27, FTA has an ESG Relevance Score of 4 for Transaction &
Collateral Structure due to payment interruption risk, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors. In addition, it has an
ESG Relevance Score of 4 for Transaction Parties & Operational Risk
due to the very volatile and weak underwriting and servicing
standards of one of the lenders involved Credifimo, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

RATING SENSITIVITIES

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

For Cajastur, an upgrade of the SPV account bank's long-term
deposit rating could trigger a corresponding change to the notes'
ratings. This because the note ratings are capped by the bank's
deposit rating.

For Prado and Abanca transactions, modified account bank minimum
eligibility rating thresholds compatible with 'AAAsf' ratings as
per the agency's Structured Finance and Covered Bonds Counterparty
Rating Criteria. This is because the maximum achievable rating for
these transactions is capped at 'AA+sf' due to the eligibility
thresholds contractually defined insufficient to support 'AAAsf'
ratings.

For TDA transactions, increase in CE ratios to fully compensate the
credit losses and cash flow stresses that are commensurate with
higher rating scenarios.

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

For Cajastur, a downgrade of the SPV account bank's long-term
deposit rating could trigger a corresponding change to the notes'
ratings.

A longer-than-expected coronavirus crisis that erodes macroeconomic
fundamentals and the mortgage market in Spain beyond Fitch's
current base case. CE ratios unable to fully compensate the credit
losses and cash flow stresses associated with the current ratings
scenarios.

CRITERIA VARIATION

SME Borrowers: For Cajastur

Around 7% of the securitised loans in this transaction were granted
to micro and small-medium sized enterprises. Fitch has applied
Fitch's European RMBS Rating Criteria to these loans assuming these
borrowers to be classified as self-employed and applied a 50% FF
adjustment to account for the greater default risk. Fitch has also
employed the commercial property collateral haircuts to derive the
recovery rates for this proportion of the pool. Fitch has not
applied the SME Balance Sheet Securitisation Rating Criteria to
these loans. No model-implied rating impact has been estimated for
this variation.

Broker Origination: For Prado IV and V

Fitch has decreased the FF adjustment associated with
broker-originated loans to 1.2x from the 1.5x established in its
European RMBS Rating Criteria. This variation is substantiated by
the complete overhaul of origination practices at the originator
after 2008 and the subsequent improvement in asset performance. As
of the last surveillance review of these transactions, the
model-implied rating (MIR) impact associated with this variation
was zero notches for Prado IV and Prado V class A notes, a lower
impact than the one estimated at closing.

Instalment Build-up Loans: For Abanca II

In its analysis of Abanca, Fitch has decreased to 5% from 50% the
FF adjustment for instalment build-up loans that come from previous
securitisations (AyT Colaterales Global Hipotecario, FTA Series
Caixa Galicia I and II), representing around 53% of the portfolio
as of January 2020. This is substantiated by the stable credit
performance since these transactions were originated in 2008 and
the high seasoning of those loans. This constitutes a variation
from the agency's European RMBS Rating Criteria, which includes a
50% FF adjustment for instalment build-up loans. The MIR impact of
this criteria variation is one notch higher for Abanca's class A
notes, similar to the impact assessment as of the closing date.

Recovery Rate Haircut: For TDA 24 and TDA 27

Fitch has applied a 25% haircut to the ResiGlobal model-estimated
recovery rates across all rating scenarios considering the
materially lower transaction recoveries on cumulative defaults
observed to date versus un-adjusted model expectations. This
constitutes a variation from its European RMBS Rating Criteria with
an unquantifiable MIR impact.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. There were no findings that affected
the rating analysis.

For TDA 24, TDA 27 and Cajastur Fitch did not undertake a review of
the information provided about the underlying asset pools ahead of
the transactions' initial closing. The subsequent performance of
the transactions over the years is consistent with the agency's
expectations given the operating environment and Fitch is therefore
satisfied that the asset pool information relied upon for its
initial rating analysis was adequately reliable.

For Prado 4, Prado 5 and Abanca, prior to the transactions'
closing, Fitch reviewed the results of a third-party assessment
conducted on the asset portfolio information and concluded that
there were no findings that affected the rating analysis.

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The ratings of Cajastur class A and B notes are capped at Banco
Santander's long-term deposit rating.

ESG CONSIDERATIONS

Cajastur has an ESG score of 5 for Transaction Parties &
Operational Risk due to lack of remedial actions upon the breach of
direct support counterparty rating trigger.

TDA 24 has an ESG score of 4 due to payment interruption risk. In
addition, it has an ESG Relevance Score of 4 for Transaction
Parties & Operational Risk due to the very volatile and weak
underwriting and servicing standards of one of the lenders involved
Credifimo.

TDA 27 has an ESG RScore of 4 for Transaction & Collateral
Structure due to payment interruption risk. In addition, it has an
ESG Relevance Score of 4 for Transaction Parties & Operational Risk
due to the very volatile and weak underwriting and servicing
standards of one of the lenders involved Credifimo.

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 W I T Z E R L A N D
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GATEGROUP HOLDING: S&P Cuts Rating to 'CCC', Remains on Watch Neg.
------------------------------------------------------------------
S&P Global Ratings lowered its rating on gategroup Holding AG to
'CCC' from 'B'. The rating remains on CreditWatch with negative
implications.

S&P said, "The ongoing CreditWatch indicates that we see at least a
one-in-two likelihood of a further downgrade if liquidity tightens,
or if we believed that a default or a distressed exchange offer
were inevitable within six months.

gategroup's shareholders will be providing liquidity support, but
the risk of debt restructuring that S&P might view as distressed
has increased.   The company has announced that its
shareholders--Temasek, the Singapore state investment fund; and RRJ
Capital, the Singapore-based private equity firm--will provide an
interim liquidity facility of CHF200 million. Additionally, the
owners will be extending further funds to the company in the form
of equity (CHF25 million) and a long-term subordinated convertible
loan (CHF475 million). Furthermore, gategroup's bank lenders have
agreed in principle to extend the maturity of EUR665 million
syndicated loan facilities to October 2026 from the original
maturity of October 2021. The above is conditional upon
bondholders' approval to extend the bond maturities to February
2027. The bondholders will be approached in due course after the
lockup agreement is announced.

While additional funds from shareholders will provide a liquidity
relief, the outcome of the debt extension negotiations with
bondholders remains uncertain. S&P said, "We therefore believe that
the risk of default, including a debt restructuring that we might
view as distressed, has increased. Subject to the availability of
full details regarding the proposal, and strategies concerning
insuring bondholder consent, we may view the contemplated
transaction as a distressed exchange upon completion."

gategroup's capital structure is unsustainable, since cash burn and
deteriorating liquidity will likely continue into 2021.   S&P said,
"There is considerable uncertainty regarding the overall outlook
for air travel; we now believe that 2020 traffic as measured by
revenue passenger kilometers (RPKs) and revenue will likely be
65%-80% lower than in 2019 (compared with our previous estimate of
60%-70% lower). We see a weak recovery in 2021, with traffic and
revenue still 40%-60% lower than in 2019 (compared with our
previous estimate of 30%-40% lower)." This estimate incorporates
the recent consensus among health experts that a vaccine may be
widely available by the middle of 2021.

gategroup derives most of its revenue from on-board catering and
the sale of food and nonfood products directly to passengers, and
its earnings are directly tied to air passenger volumes. S&P said,
"Without a substantial increase in travelers, we do not expect the
company to reach a substantial recovery in EBITDA and cash flow
generation over the next 12-18 months. In our view, gategroup's
free operating cash flow will be significantly negative this year,
even if the company reduces capital expenditure to a minimum. We
expect cash burn will likely continue into 2021, resulting in
deteriorating liquidity." This results in an unsustainable capital
structure and credit metrics may not improve until a vaccine or
treatment curtails the COVID-19 threat.

As of Dec. 31, 2019, gategroup's liquidity sources included cash of
CHF172 million and its EUR415 million revolving credit facility was
CHF212 million drawn.

S&P Global Ratings believes there remains a high degree of
uncertainty about the evolution of the coronavirus pandemic.
Reports that at least one experimental vaccine is highly effective
and might gain initial approval by the end of the year are
promising, but this is merely the first step toward a return to
social and economic normality; equally critical is the widespread
availability of effective immunization, which could come by the
middle of next year. S&P said, "We use 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

CreditWatch

S&P said, "The ongoing CreditWatch indicates that we see at least a
one-in-two likelihood of a further downgrade if liquidity tightens
or if we believed that a default or a distressed exchange offer
were inevitable within six months.

"We see limited rating upside in the near term. However, a positive
rating action could result from gategroup strengthening its
liquidity position in a sustainable manner by arranging additional
funds, and if the agreed debt refinancing offered, in our view, an
adequate compensation to its creditors for any amendments (such as
maturity extensions) to their debt instruments. This would also
hinge on market conditions starting to stabilize so that cash burn
diminished, and, in our opinion, a default no longer seeming likely
within the next 12 months."




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

ASAP AUTO: Closes Shop After Going Into Administration
------------------------------------------------------
Mike Laycock at The Press reports that ASAP Auto Spares and Parts,
a York auto spares and parts store, has closed down for good after
the business went into administration.

According to The Press, ASAP's website says it had thousands of
parts in stock, "covering just about every popular brand."



CINEWORLD: CVA Among Rescue Options Being Discussed with Lenders
----------------------------------------------------------------
BBC News reports that Cineworld is looking to arrange a rescue deal
that could mean UK cinema closures.

According to BBC, one option being discussed with bank lenders is a
company voluntary arrangement, an insolvency process that could
help Cineworld cut its rent bill.

Cineworld has appointed restructuring experts AlixPartners, BBC
relays, citing the Financial Times.

Like other cinema chains, Cineworld has been hit hard by the
lockdown, BBC notes.

The company reported a huge loss for the first six months of the
year after it was forced to temporarily close some cinemas, and
movie studios delayed the release of some blockbusters, BBC
discloses.

The cinema giant warned in September that it might need to raise
more money in the event of further coronavirus restrictions or film
delays due to Covid-19, BBC recounts.

Cineworld, BBC says, swung to a US$1.6 billion (GBP1.3 billion)
loss for the six months to June as its cinemas were forced to close
as a result of Covid lockdowns.

Although cinemas reopened when restrictions were relaxed, delays in
big budget releases -- such as the new James Bond movie -- led
Cineworld to temporarily close its UK cinemas on Oct. 9 until
further notice, BBC relates.

The chain has been in talks with lenders to try to negotiate
waivers on banking agreements, which fall due in December and in
June next year, BBC states.

However, a source stressed to the BBC that a CVA was only one
option being discussed.

The FT said Cineworld had been individually negotiating with
landlords for rent cuts at its 127 sites, according to BBC.


CO-OPERATIVE BANK: Moody's Rates GBP200MM Sr. Unsec. Notes (P)Caa1
------------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Caa1 rating to
the planned GBP200 million senior unsecured notes that will be
issued by The Co-operative Bank Finance p.l.c. (The Co-operative
Bank Finance), based on the draft documentation dated November 11,
2020. At the same time, the rating agency placed on review for
upgrade the B1(cr) long-term Counterparty Risk (CR) Assessment and
the B2 long-term Counterparty Risk Rating (CRR) of The Co-operative
Bank plc (The Co-operative Bank).

The review for upgrade will assess the success of The Co-operative
Bank's issuance of the planned notes from its holding company The
Co-operative Bank Finance, leading to higher subordination for the
counterparty obligations, contractual commitments and operating
obligations of The Co-operative Bank.

RATINGS RATIONALE

On November 17, 2020, The Co-operative Bank announced that it will
market an issue of up to GBP200 million senior unsecured bond from
its holding company The Co-operative Bank Finance.

Moody's assigned a provisional (P)Caa1 rating to the forthcoming
issuance taking into account the b3 standalone Baseline Credit
Assessment (BCA) of The Co-operative Bank and the rating agency's
assessment of a high loss-given-failure for senior liabilities
issued by the holding company under its Loss Given Failure (LGF)
analysis, which results in a rating one notch below the BCA.
Moody's assumption of a low probability of government support does
not provide any uplift.

Moody's said that the successful issuance of the planned GBP200
million bonds will provide a higher subordination for the
counterparty obligations, contractual commitments and operating
obligations of The Co-operative Bank; this would lead to a lower
loss-given-failure for these obligations, and a higher notching for
the long-term CR Assessment and long-term CRR under Moody's LGF
analysis. However, as the bond has not been issued, Moody's has not
yet provided this additional notch of uplift.

OUTLOOK

Preliminary ratings such as the (P)Caa1 senior unsecured rating of
The Co-operative Bank Finance do not carry outlooks. The outlook on
The Co-operative Bank's long-term deposit rating, and on The
Co-operative Bank Finance's long-term issuer rating is stable.

The B1(cr) long-term CR Assessment and the B2 long-term CRR of The
Co-operative Bank are on review for upgrade; the review will assess
the success of The Co-operative Bank's issuance of the planned
notes from its holding company The Co-operative Bank Finance.
Moody's said that the issuance of the planned GBP200 million senior
notes by The Co-operative Bank Finance will lead to a higher
subordination for the counterparty obligations, contractual
commitments and operating obligations of The Co-operative Bank.

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

The (P)Caa1 senior unsecured debt rating of The Co-operative Bank
Finance could be upgraded following an upgrade of the BCA of The
Co-operative Bank, or by a substantial issuance of bail-in-able
subordinated or senior debt by The Co-operative Bank or The
Co-operative Bank Finance.

The B1(cr) and B2 long-term CR Assessments and CRR of The
Co-operative Bank could be upgraded following a successful issuance
of the planned GBP200 million senior unsecured notes by The
Co-operative Bank Finance. A further upgrade could derive from an
upgrade of the BCA of The Co-operative Bank, or by a substantial
issuance of bail-in-able subordinated or senior debt by The
Co-operative Bank or The Co-operative Bank Finance.

The Co-operative Bank's BCA could be upgraded following a return to
sustainable internal capital generation through earnings, and the
issuance of sufficient debt to meet the bank's minimum requirements
for own funds and eligible liabilities (MREL) requirements.

The (P)Caa1 senior unsecured debt rating of The Co-operative Bank
Finance and the B1(cr) and B2 long-term CR Assessments and CRR of
The Co-operative Bank could be confirmed if the issuance of the
planned GBP200 million senior unsecured notes by The Co-operative
Bank Finance is unsuccessful.

The Co-operative Bank's BCA could be downgraded following evidence
that the bank will not be able to return to a sustainable level of
net profitability beyond 2021.

PRINCIPAL METHODOLOGY

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

NATIONAL EXPRESS: Fitch Gives BB+(EXP) Rating on New Hybrid Notes
-----------------------------------------------------------------
Fitch Ratings has assigned National Express Group Plc's (NEX;
BBB/Negative) proposed subordinated hybrid securities (notes) an
expected rating of 'BB+(EXP)'. The securities qualify for 50%
equity credit. Equity credit and the assignment of the final rating
remains contingent upon the receipt of final documents conforming
to information already received.

The hybrid notes are deeply subordinated and rank senior only to
NEX's ordinary share capital, while coupon payments can be deferred
at the option of the issuer. These features are reflected in the
'BB+(EXP)' rating, which is two notches lower than NEX's Long-Term
Issuer Default Rating (IDR). The 50% equity credit reflects the
hybrid's cumulative interest coupon, a feature that is more
debt-like in nature.

The hybrid notes proceeds will be used to further strengthen the
group's capital structure and maintain financial flexibility
following the equity issuance that took place in May 2020, which
helps mitigate part of the negative impact on operations and credit
metrics resulting from the pandemic.

KEY RATING DRIVERS

SUBORDINATED NOTES

Ratings Reflect Deep Subordination: The notes are expected to be
rated two notches below NEX's IDR, given their deep subordination
and consequently lower recovery prospects in a liquidation or
bankruptcy scenario than senior obligations. The notes rank only
senior to the claims of ordinary shareholders. Fitch believes NEX
intends to maintain hybrids in the capital structure, and Fitch
therefore expects to apply the 50% equity content to the total
amount of new hybrid notes.

Equity Treatment: The securities will qualify for 50% equity credit
as they meet Fitch's criteria with regard to deep subordination,
remaining effective maturity of at least five years, full
discretion to defer coupons for at least five years and limited
events of default. These are key equity-like characteristics,
affording NEX financial flexibility. Equity credit is limited to
50% given the cumulative interest coupon, a feature that is more
debt-like in nature.

Effective Maturity Date: While the proposed hybrid is perpetual,
Fitch currently deems the first coupon step-up date (10.25 years
after issuance) as the effective maturity date. From this date, the
coupon step-up is within Fitch's aggregate threshold rate of 100bp,
but the issuer will no longer be subject to replacement language,
which discloses the company's intent to redeem the instrument at
its call date with the proceeds of a similar instrument or with
equity. According to Fitch's criteria, the equity credit of 50%
would change to 0% five years before the effective maturity date.

Cumulative Coupon Limits Equity Treatment: The coupon deferrals are
cumulative and compounding, which result in 50% equity treatment
and 50% debt treatment of the hybrid notes by Fitch. Despite the
50% equity treatment, Fitch treats coupon payments as 100%
interest. The company will be obliged to make a mandatory
settlement of deferred interest payments under certain
circumstances, including the declaration of a cash dividend.

NATIONAL EXPRESS GROUP PLC

1H20 Results as Expected: NEX's 1H20 results were heavily affected
by the COVID-19 pandemic, but were broadly in line with its
forecasts, with revenues of GBP1,032million vs its forecast of
GBP1,025 million and Fitch-adjusted EBITDA of around GBP40 million
vs GBP34 million. As expected, North America with its high share of
contracted income proved the most resilient, with a 18% yoy drop in
revenues compared with a 33% and 31% drop in UK and ALSA divisions,
respectively. Operating cash flow was slightly lower than its
forecast (by around GBP20 million), which was due to higher
COVID-19 related exceptional costs.

Slower Recovery: Its last forecast from March 2020 assumed almost
full recovery by 2021, but Fitch now expects financial performance
to recover more slowly and reach 2019 levels for revenue and EBITDA
only in 2022. In the US, schools remain closed in several regions
and Fitch now expects this to continue into 2021. In Europe, many
countries have seen further restrictions reintroduced, including
national lockdowns, after a more relaxed summer, which has kept the
passenger numbers low and increased downside risk in its
projections.

Governments have continued to support regional bus operations, but
Fitch expects that NEX's coach businesses in Spain and the UK will
continue to suffer from low passenger volumes until 1H21.

Proactive Management: NEX's management responded swiftly to the
coronavirus pandemic by implementing measures to mitigate the
financial impact on the group. In May 2020, the company issued
about GBP235 million of equity, which strengthened its balance
sheet and improved its financial flexibility and liquidity. The
group also revised its financial policy to target net debt/EBITDA
of 1.5x-2.0x compared with the previous target of 2.0-2.5x.

In addition, Fitch does not expect the group to pay dividend
distributions over 2020 and 2021, and to freeze capex and
acquisitions if necessary. Fitch believes it is likely management
will consider additional measures to further strengthen the group's
financial structure and financial flexibility.

Revised Forecast: Fitch has revised its forecast based on the
current view of slower recovery and now estimate full year
company-defined adjusted EBITDA of around GBP190 million for 2020,
down by almost GBP70 million compared with its last rating case.
FFO adjusted net leverage will peak in 2020 and Fitch estimates
will still be above its negative sensitivity in 2021, after which
Fitch expects the company to reduce leverage to within its
sensitivities for the current rating. Fitch also expects management
to take actions to work towards its revised lower financial
structure target, but Fitch does not expect the company to achieve
this over the rating horizon.

Continued Income Protection and Support: Around 50% of the group's
revenues are contracted, some of which provide minimum income
levels to support the cost base. In September, the group announced
it had secured nearly 70% of its pre-pandemic revenue in the US
school bus business. In Spain and Morocco, regional bus operations
run under contracts with typically low revenue risk, but Fitch
expects these to continue to operate with a reduced capacity.
Furthermore, government income protection schemes in Spain and the
UK have provided additional support. In the current difficult
environment, NEX has taken actions to cut costs such as reduced
service levels and staff.

DERIVATION SUMMARY

NEX's exposure to the COVID-19 outbreak and the group's liquidity
buffer is similar to that of closest peer FirstGroup Plc
(BBB-/Negative). NEX is more exposed to the outbreak than Nobina AB
(BBB-/Stable) due to a smaller share of contracted revenues.

Fitch believes that NEX's credit profile is better positioned than
peers such as FirstGroup and Nobina. NEX has better revenue
visibility with a higher share of contract-based revenues than
FirstGroup. In addition, NEX is better-diversified through its ALSA
division, and it is not exposed to UK rail, allowing NEX a higher
rating than FirstGroup. Nobina has a very strong revenue profile
with virtually all of its revenues generated under long-term
contracts. However, it operates with lower profit margins and is
much less diversified. Fitch forecasts higher leverage for Nobina
in the short term, placing its rating one notch lower than NEX's.

KEY ASSUMPTIONS

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

  - For North America, ALSA and UK a decline in revenues of 24%,
31% and 34% respectively for the full year 2020, resulting in a
decline of 26% for total group revenues

  - Revenue recovery in 2021, but still down around 8% compared
with 2019 on a group level with a more rapid recovery expected in
the North American division compared with UK and ALSA

  - Company-defined adjusted EBITDA, pre IFRS-16 adjustments, of
around GBP190million in 2020 and around GBP360 million in 2021

  - For 2022-2023 Fitch assumes the company to be back on its
growth track, supported by new contracts, growth capex and
acquisitions

  - Total capex at around GBP120 million in 2020, most of which was
spent during the first half, and increasing to around GBP170
million for 2021-2022 reflecting an increase in growth capex

  - Acquisitions of GBP100-150 million per year in 2022-2023

  - No dividend paid in 2020-2021

RATING SENSITIVITIES

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

Fitch does not anticipate an upgrade as reflected in the Negative
Outlook. However, developments that may lead to a revision of the
Outlook to Stable are:

  - Recovery from the market shock supporting sustained credit
metrics at levels stronger than its negative sensitivities.

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

  - No clear signs of business recovery in 2021 with FFO adjusted
net leverage consistently above 3.5x

  - FFO fixed-charge cover consistently below 3.5x

  - Negative free cash flow and a weaker business risk profile

LIQUIDITY AND DEBT STRUCTURE

Solid Liquidity: Liquidity was adequate at end-June 2020 with
GBP585 million in cash and over GBP1 billion in undrawn facilities
against GBP500 million short-term maturities. The group
successfully refinanced over GBP550 million of debt (GBP225million
and EUR250 million of notes, and GBP100 million of bank facilities)
during 1H20 through the drawdown of new private placement notes. In
addition, the group increased its liquidity facilities by a total
GBP790 million, including GBP600 million of short-term facilities
under the Bank of England Covid Corporate Financing Facilities.

After a large working capital outflow in the first half, Fitch
expects the company to be cashflow neutral for the second half.
During a normal year of operations, NEX is expected to be free cash
flow positive (pre-acquisitions). Fitch also expects the company to
have flexibility in scaling down its capex, as it has done this
year.

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.

NATIONAL EXPRESS: Moody's Assigns Ba1 Rating to New Hybrid Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
Perpetual Subordinated Non-Call Fixed Rate Reset Notes to be issued
by National Express Group PLC. The rating outlook is negative.

RATINGS RATIONALE

The Ba1 rating assigned to the Hybrid Notes is two notches below
National Express' senior unsecured rating of Baa2, reflecting the
features of the Hybrid Notes, which are perpetual, deeply
subordinated, and National Express can opt to defer coupons on a
cumulative basis. In Moody's view, the Hybrid Notes have
equity-like features that allow them to receive basket 'C'
treatment (i.e. 50% equity and 50% debt) for the purpose of
adjusting financial statements. National Express anticipates using
the proceeds of this issuance to enhance its already substantial
liquidity in advance of close to GBP450 million of maturities in
2021.

National Express' senior unsecured rating of Baa2 remains weakly
positioned and reflects Moody's expectations of pressure on the
company's revenues, EBITDA and operating profit as a result of
reduced travel in the wake of coronavirus, as well as the related
overall slowdown in the economic activity. National Express' credit
profile is supported by (i) over 60% of contracted and concession
revenues not dependent on passenger demand; (ii) a range of
material support from various national and local governments for a
critical service National Express provides; (iii) its diversified
geographic presence, with significant revenue and operating profit
contributions from the USA, the UK and Spain; (iv) ample liquidity;
and (v) its conservative financial policy, new gearing target range
of 1.5-2.0x by the end of 2021 and commitment to an investment
grade rating. National Express' credit profile faces headwinds in
the form of (i) sharp demand contraction across a number of markets
as a result of coronavirus and related quarantines and social
distancing requirements; (ii) close to 40% of revenues derived from
variable passenger demand, although a measure of government aid may
be available in some markets; (iii) material leverage which Moody's
expects to be over 6.0x in 2021 on a total debt/EBITDA basis
although closer to 4.0x net of substantial cash balances (both
calculations include Moody's standard adjustments); and (iv)
uncertainty with respect to the timing of sustainable recovery.

National Express benefits from ample liquidity including GBP576
million of cash at June 30, 2020, GBP782 million of undrawn
available revolving credit facilities and GBP300 million further
availability under the Coronavirus Corporate Financing Facility
(CCFF) provided by the Bank of England (in addition to GBP300
million already utilised under this facility). The proposed hybrid
issuance will help National Express address its upcoming maturities
in 2021 including GBP300 million under CCFF, GBP71 million private
placement, and GBP81 million bank loan. In addition, almost GBP290
million of undrawn revolving credit facilities will expire in 2021.
National Express' credit lines contain gearing and interest cover
covenants which have been waived or amended until December 2021;
during the waiver period maximum net debt and minimum liquidity
covenants apply.

RATIONALE FOR NEGATIVE OUTLOOK

The negative rating outlook reflects Moody's expectations of
pressure on National Express' revenues, EBITDA and operating profit
as a result of the reduced travel in the wake of coronavirus, as
well as the related overall slowdown in the economic activity. This
is combined with uncertainty as to the extent and timing of any
recovery.

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

Moody's could revise the rating outlook to stable once there is
greater clarity with respect to a recovery in passenger travel
demand. Although not currently anticipated, a rating upgrade could
occur if the retained cash flow/net debt ratio was above the
mid-twenties in percentage terms and FFO interest cover was over
7.0x, both on a sustained basis. Additionally, any upward rating
pressure associated with the positioning of financial metrics
against this ratio guidance would be considered in the context of
the likelihood of material acquisitions and/or returns of cash to
shareholders.

Moody's could downgrade the ratings if the company fails to
evidence recovery in demand or if its liquidity profile is
weakened. More quantitatively, downward rating pressure could
result from a failure to restore over time retained cash flow/net
debt to the higher teens in percentage terms, or FFO interest cover
remaining below 5.0x for an extended period of time. In addition,
an external growth strategy resulting in a significant
deterioration in business mix or increased leverage would be viewed
negatively.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Surface
Transportation and Logistics published in May 2019.

PEACOCKS: Enters Administration, Thousands of Jobs at Risk
----------------------------------------------------------
BBC News reports that fashion chains Peacocks and Jaeger have
fallen into administration, putting more than 4,700 jobs and almost
500 shops at risk.

It comes after owner Edinburgh Woollen Mill Group failed to find a
buyer for both businesses, BBC notes.

No redundancies have been announced yet and no stores closed, BBC
states.

According to BBC, Tony Wright, joint administrator of the business
from FRP Advisory, said talks with potential buyers were still
going on.

"Jaeger and Peacocks are attractive brands that have suffered the
well-known challenges that many retailers face at present," BBC
quotes Mr. Wright as saying.

"We are in advanced discussions with a number of parties and
working hard to secure a future for both businesses."

In a statement, Edinburgh Woollen Mill Group, as cited by BBC,
said: "In recent weeks we have had constructive discussions with a
number of potential buyers for Peacocks and Jaeger.

"But the continuing deterioration of the retail sector due to the
impact of the pandemic and second lockdown have made this process
longer and more complex than we would have hoped."

It said that a "standstill agreement" secured with the High Court
that temporarily put off administration had now expired, BBC
relates.

"Therefore as directors we taken the desperately difficult decision
to place Peacocks and Jaeger into administration while those talks
continue," it said.

Jaeger is a London-based fashion business with 76 stores and
concessions and employs 347 staff.  Cardiff-based Peacocks operates
423 stores with 4,369 staff.


PIZZAEXPRESS FINANCING 1: Moody's Withdraws 'Ca' CFR
----------------------------------------------------
Moody's Investors Service withdrawn all ratings of PizzaExpress
Financing 1 plc (PizzaExpress or the company) and its subsidiary
PizzaExpress Financing 2 plc.

The rating action follows the completion of the financial
restructuring of PizzaExpress earlier this month, details of which
were originally announced by the company on August 4 [1]. Moody's
considers the restructuring a distressed exchange, which is a
default under its definitions.

RATINGS RATIONALE

Moody's withdrawal of the ratings of PizzaExpress is due to the
capital restructuring which has resulted in the rated debt
obligations no longer outstanding.

LIST OF AFFECTED RATINGS:

Withdrawals:

Issuer: PizzaExpress Financing 1 plc

Probability of Default Rating, Withdrawn, previously rated
Ca-PD/LD

LT Corporate Family Rating, Withdrawn, previously rated Ca

Backed Senior Unsecured Regular Bond/Debenture, Withdrawn,
previously rated C

Issuer: PizzaExpress Financing 2 plc

Backed Senior Secured Regular Bond/Debenture, Withdrawn, previously
rated Ca

Outlook Actions:

Issuer: PizzaExpress Financing 1 plc

Outlook, Changed to Rating Withdrawn from Negative

Issuer: PizzaExpress Financing 2 plc

Outlook, Changed to Rating Withdrawn from Negative

COMPANY PROFILE

Founded in 1965 and headquartered in London, PizzaExpress now has
around 500 restaurants globally, including 377 PizzaExpress
pizzerias in the UK; 19 in Ireland; 25 in Hong Kong; 5 in
Singapore; 14 in UAE; and 49 international sites operated by
franchisees.

Following the completion of the balance sheet restructuring in
November 2020, the company is majority owned by former holders of
its senior secured notes.

SEA VIEW: Creditors to Get Significant Amount of Money Owed
-----------------------------------------------------------
Darren Slade at Daily Echo reports that creditors owed money after
the collapse of Sea View Coaches should get a "significant" amount
of it after the business's site was sold for GBP627,500.

The Poole business went into administration in April with the loss
of 17 jobs, Daily Echo recounts.

Administrators later revealed that the business had faced
difficulties since 2016 and was seeking a buyer when the
coronavirus crisis ended hopes of a rescue, Daily Echo relays.

According to Daily Echo, in their latest update, joint
administrators Neil Vinnicombe and Simon Haskew of Begbies Traynor
said the sale of the company's premises in Fancy Road had raised
GBP627,000.

"We anticipate there will be a significant dividend available for
the unsecured creditors once preferential creditors have been paid
in full and the administration has been converted to a
liquidation," Daily Echo quotes the administrators as saying.

Rising competition hit sales and cash flow became tight, Daily Echo
notes.  Some coaches were re-financed to raise cash but sales
continued to decline, Daily Echo states.

The workforce was cut by half and many staff were on zero hours
contracts or working part time, Daily Echo relays.

The directors found a potential buyer but the would-be owner was
busy with another transaction, according to Daily Echo.

In the meantime, the directors were on the point of selling the
Fancy Road site when the coronavirus crisis struck and the
potential buyer reduced their offer, prompting the directors to
pull out, Daily Echo recounts.

Sea View was placed into administration after various other options
were discussed, Daily Echo notes.




===============
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.



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

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

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

This material is copyrighted and any commercial use, resale or
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