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

                          E U R O P E

          Wednesday, November 25, 2020, Vol. 21, No. 236

                           Headlines



A Z E R B A I J A N

AZERBAIJAN: Fitch Affirms BB+ LT IDR, Outlook Negative


C Y P R U S

BANK OF CYPRUS: Fitch Rates Sr. Non-Preferred Debt Class 'CCC'


G E O R G I A

GEORGIAN RAILWAY: Fitch Affirms BB- LT IDRs, Outlook Negative


G E R M A N Y

WIRECARD: EY Reaches Deal to Give Auditors Legal Risk Protection


I R E L A N D

ADAGIO VII CLO: Fitch Affirms B-sf Rating on Class F Notes
CVC CORDATUS XII: Fitch Affirms B-sf Rating on Class F Notes
DRYDEN 32 2014: Fitch Affirms B-sf Rating on Class F-R Notes
DUNEDIN PARK: Fitch Affirms BBsf Rating on Class D Notes
HALCYON LOAN 2018-1: Fitch Affirms B-sf Rating on Cl. F Debt

HARVEST CLO IX: Fitch Affirms B-sf Rating on Class F-R Notes
PHOENIX PARK: Fitch Affirms B-sf Rating on Class E-R Debt
PROVIDUS CLO III: Fitch Affirms B-sf Rating on Class F Notes
TIKEHAU CLO II: Fitch Affirms B-sf Rating on Class F Debt
TORO EUROPEAN 4: Fitch Affirms B-sf Rating on Class F Notes



I T A L Y

NEXI SPA: S&P Keeps BB- ICR in Credit Watch Pos. on Nets A/S Merger


N E T H E R L A N D S

BARENTZ MIDCO: S&P Assigns Preliminary 'B' Ratings, Outlook Stable


R U S S I A

BANK ZENIT: Fitch Affirms BB LT IDR, Outlook Stable
CHUVASH REPUBLIC: Fitch Withdraws BB+ IDRs Due to Incorrect Info
ROSAGROLEASING JSC: Fitch Upgrades LT IDR to BB+, Outlook Stable


S W E D E N

SSAB AB: S&P Places 'BB+' Rating on CreditWatch Negative


T U R K E Y

ISTANBUL METROPOLITAN: Moody's Assigns (P)B2 Rating to $650MM Bond


U K R A I N E

DTEK RENEWABLES: Fitch Maintains B- LT IDR on Rating Watch Neg.


U N I T E D   K I N G D O M

CONVATEC GROUP: S&P Upgrades LT ICR to 'BB+', Outlook Positive
COUNTRYWIDE PLC: Explores Options as Executive Chair Steps Down
DEBENHAMS PLC: In Exclusive Talks w/ JD Over Rescue Deal
GLOBAL UNIVERSITY: S&P Cuts Ratings to B- on Governance Shortfalls
JAGUAR LAND: Fitch Affirms B LT IDR, Outlook Negative

LEON: Mulls Company Voluntary Arrangement to Cut Rent Bill
LERNEN BIDCO: S&P Downgrades ICR to 'CCC+' on High Leverage
NETWORK DIRECT: Rival Rescues Business Out of Administration

                           - - - - -


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A Z E R B A I J A N
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AZERBAIJAN: Fitch Affirms BB+ LT IDR, Outlook Negative
------------------------------------------------------
Fitch Ratings has affirmed Azerbaijan's Long-Term Foreign-Currency
Issuer Default Rating (IDR) at 'BB+' with a Negative Outlook.

KEY RATING DRIVERS

Azerbaijan's 'BB+' IDRs balance very strong sovereign and external
balance sheets and fiscal financing flexibility from large
sovereign wealth fund (SOFAZ) assets against a high dependence on
oil revenues, weak governance indicators and lack of predictability
and transparency of policy-making, especially in relation to the
exchange rate regime.

The Negative Outlook reflects risks from the coronavirus shock,
including near-term uncertainty about the recovery of global oil
prices and the potential impact of the second wave of COVID-19 on
Azerbaijan's external buffers and lingering risks of a disorderly
macroeconomic adjustment. While the recent resolution of the
conflict with Armenia in Nagorno-Karabakh and the surrounding
regions is positive, in Fitch's view there remains the risk of
flare-ups in tensions and uncertainty around the impact of
Azerbaijan's regional spending plans on its public finances.

External pressures that saw a USD 2.5 billion drawdown in foreign
exchange holdings of SOFAZ in March-April 2020 due to the combined
shock from the slump in oil prices and the COVID-19 pandemic have
eased significantly. Net demand for FX since then has been
relatively stable, even during the recent escalation of the
military conflict with Armenia over Nagorno-Karabakh and its
surrounding regions.

The current pace of FX sales by the state oil fund SOFAZ is
consistent with the authorities' revised budget plan for 2020
announced last August and sufficient to maintain the fixed exchange
rate at 1.7 AZN/USD. Under Fitch's baseline assumption of gradually
rising oil prices in 2021 and 2022, risks of a disorderly
devaluation remain low. Nevertheless, the ongoing second wave of
COVID-19 infections increases downside risks to the outlook.

The revised budget increased SOFAZ's authorised transfers to the
state budget for 2020 and capacity for FX sales, by USD500 million
in total, providing greater support to the fixed exchange rate.
SOFAZ foreign exchange sales for the year through October amounted
to USD6.2 billion. The strong recovery of international financial
markets after a sharp correction in March 2020 and a strong rally
in gold prices have also resulted in robust asset management
returns for SOFAZ's portfolio, almost offsetting, at least for now,
the fall in oil revenues and increase in budget transfers. By
end-September 2020, total assets at SOFAZ had fallen by just 0.1%.
Fitch forecasts external assets to total USD49.8 billion at
end-2020 (31 months of current external payments; CXP), down from
USD50.4 billion (28 months of CXP) at end-2019.

Fitch projects the current account deficit at 1.4% of GDP for 2020
on current oil price assumptions. Fitch forecasts the current
account returns to a surplus of 3.8% in 2021 and 4.9% in 2022, and
supplemented by roughly 2pp of GDP in FDI from hydrocarbon
expansion projects.

The recent escalation of armed conflict in Nagorno-Karabakh appears
to be drawing to a close with a ceasefire brokered by Russia, but
Fitch considers there is a downside risk of resumption of
hostilities over time. Fighting had intensified since September,
but the impact on official Azerbaijan GDP, which excludes activity
in the region, has been limited. The Azerbaijan government has
announced intentions to significantly increase infrastructure
investments in the region.

Fiscal and external buffers are strengths relative to 'BB' medians.
Gross government debt is forecast to stay very low at 23% of GDP at
end-2020 (current 'BB' median of 60%), rising only slightly given
financing of the fiscal deficit from SOFAZ assets. Government
on-lending and guarantee contingent liabilities were 31% of GDP as
of end-3Q19 and accrue to the large state-owned bank International
Bank of Azerbaijan's (IBA; B-/Stable) debt restructuring in 2017
and to gas investment projects. Low oil production break-even
prices averaging roughly USD15/b moderates contingent liability
risk from the state-oil company (SOCAR), but large FX mismatches at
SOCAR are a source of vulnerability.

Fitch forecasts a consolidated fiscal deficit of 5.7% of GDP for
2020. The revised 2020 budget increased the government's fiscal
deficit forecast to 10.9% of GDP for 2020 assuming average oil
prices of USD35/b, due to a 21% fall in oil revenues and a 3% rise
in expenditures relative to the original 2020 budget. Its smaller
deficit forecast reflects roughly 3.8pp of GDP in SOFAZ asset
management gains and slightly higher average oil prices of
USD40/b.

Fitch forecasts the consolidated fiscal deficit to fall only
slightly to 4.4% of GDP in 2021 and to 1.1% in 2022 as oil prices
and economic growth recover only gradually. Fitch assumes 0.6pp of
GDP in increased capital expenditure in 2021 and 2022 for
post-conflict rebuilding in the Nagorno-Karabakh and surrounding
regions, with greater clarity around the scale of this project
expected to materialise with the 2021 budget in the coming weeks.
Fitch also expects plans for the renewing of currently suspended
fiscal rules to be published along with the budget.

In its view, the lack of predictability and transparency of
policy-making, especially in relation to the exchange rate regime,
raises the risk of policy missteps and disruptive policy
adjustments in response to crises, as was the case during the
2014-15 oil price shock. Deposit dollarisation has moderated to 59%
of deposits at end-August 2020, from 61% at end-2019, while loan
dollarisation fell to 32% of loans from 35%, but both remain high
and above their pre-2014 levels.

Public health restrictions to contain a second wave of COVID-19
infections, which is now ongoing, have been steadily tightened in
November 2020 and are due to last until end-2020, including
suspension of non-essential businesses on weekends and suspension
of public transport. Fitch forecasts real GDP growth to contract by
4.3% in 2020 due to public health restrictions, the slump in oil
prices and OPEC+ production cuts, before recovering to 2.7% and
2.0% in 2021-2022. The oil production cuts are currently planned to
be tapered from January 2021 but could be extended into 1Q21.
Announced anti-crisis support measures to households and businesses
are relatively small at 3.1% of GDP in 2020.

Azerbaijan is highly reliant on the oil sector with hydrocarbons
accounting for roughly 40% of GDP, 90% of exports, and two-thirds
of fiscal revenues. Structural rigidities and intangible
impediments to competition limit its strong improvement in doing
business indicators from translating into significant non-oil FDI
to diversify the economy away from hydrocarbons.

Azerbaijan banks' asset quality will be pressured by the impact of
COVID-19 and lower oil prices. Non-performing loans fell slightly
to 7.2% of loans at end-September 2020 from 8.3% at end-2019,
continuing to benefit from government social support schemes to
households from 2019. Fitch expects problem loans to increase to
above 10% in 2021 as part of the loans, which were restructured due
to the pandemic, may become overdue. Banks are weak as reflected by
Fitch's Banking System Indicator (BSI) score of 'b'. IBA has
returned to profitability with large capital buffers and improved
asset quality since its 2017 debt restructuring, but continues to
have an unhedged open currency position of USD0.7 billion in June
2020 (2017: USD1.9 billion).

ESG

ESG - Governance: Azerbaijan has an ESG Relevance Score (RS) of 5
for both Political Stability and Rights and for the Rule of Law,
Institutional and Regulatory Quality and Control of Corruption, as
is the case for all sovereigns. Theses scores reflect the high
weight that the World Bank Governance Indicators (WBGI) have in its
proprietary Sovereign Rating Model. Azerbaijan has a low WBGI
ranking at 28 percentiles, reflecting very poor voice and
accountability, relatively weak rights for participation in the
political process, uneven application of the rule of law and a high
level of corruption.

RATING SENSITIVITIES

The main factors that could, individually or collectively, lead to
negative rating action/downgrade:

  - Macro: Developments in the economic policy framework that
undermine macroeconomic stability, such as the rapid erosion of the
sovereign's external balance sheet or disorderly devaluation of the
manat exchange rate.

  - External Finances: Sustained low oil prices or a prolonged
external shock sufficient to have a material negative impact on the
external position, with resulting adverse effects on the economy,
banking sector, and public finances.

The main factors that could, individually or collectively, lead to
positive rating action/upgrade are:

  - External Finances: Increased likelihood an enduring easing of
external pressures, e.g. due to a sustained recovery in oil prices,
that reduce the potential of a disorderly devaluation of the
exchange rate.

  - Public Finances: Confidence in the government's ability to
reduce the consolidated fiscal deficit and preserve government
liquid/financial assets and low government debt/GDP beyond the
COVID-19 shock.

  - Macro: Improvement in the macroeconomic policy framework,
including transparency of exchange rate policy, that strengthens
the country's ability to address external shocks and reduces macro
volatility.

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns Azerbaijan a score equivalent to a
rating of 'BB' on the Long-Term Foreign-Currency (LT FC) IDR
scale.

Fitch's sovereign rating committee adjusted the output from the SRM
to arrive at the final LT FC IDR by applying its QO, relative to
SRM data and output, as follows:

  - External Finances: +1 notch, to reflect large SOFAZ assets,
which underpin Azerbaijan's exceptionally strong foreign currency
liquidity position and the very large net external credit position
of the country.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LT FC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within its
criteria that are not fully quantifiable and/or not fully reflected
in the SRM.

KEY ASSUMPTIONS

Fitch forecasts Brent Crude to average USD40.0/b in 2020, USD45/b
in 2021 and USD 50/b in 2022.

Fitch assumes that Azerbaijan will continue to experience broad
social, political, economic, and financial stability, and that the
recent ceasefire will avert a renewed and prolonged escalation in
the conflict with Armenia over Nagorno-Karabakh.

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

Azerbaijan has an ESG Relevance Score of '5' for Political
Stability and Rights as World Bank Governance Indicators have the
highest weight in Fitch's SRM and are therefore highly relevant to
the rating and a key rating driver with a high weight.

Azerbaijan has an ESG Relevance Score of '5' for Rule of Law,
Institutional & Regulatory Quality and Control of Corruption as
World Bank Governance Indicators have the highest weight in Fitch's
SRM and are therefore highly relevant to the rating and are a key
rating driver with a high weight.

Azerbaijan has an ESG Relevance Score of '4' for Human Rights and
Political Freedoms as the Voice and Accountability pillar of the
World Bank Governance Indicators is relevant to the rating and a
rating driver.

Azerbaijan has an ESG Relevance Score of '4' for Creditor Rights as
willingness to service and repay debt is relevant to the rating and
is a rating driver for Azerbaijan, as for all sovereigns.

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



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C Y P R U S
===========

BANK OF CYPRUS: Fitch Rates Sr. Non-Preferred Debt Class 'CCC'
--------------------------------------------------------------
Fitch Ratings has assigned Bank of Cyprus's (BoC; B-/Negative)
senior non-preferred debt class under the EUR4 billion EMTN
programme a long-term programme rating of 'CCC'/'RR6'.

This rating action does not affect the bank's senior preferred debt
programme rating.

KEY RATING DRIVERS

The senior non-preferred debt programme rating is two notches below
the bank's Long-Term Issuer Default Rating (IDR). This reflects
Fitch's view that recovery prospects for the bank's senior
non-preferred creditors in a resolution or liquidation would be
poor given full depositor preference in Cyprus and the bank's very
thin subordinated debt buffers relative to net problem assets
(non-performing loans and foreclosed assets).

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

Senior non-preferred debt constitutes a new senior debt class since
May 29, 2019, when EU Directive 2017/2399 was implemented into
Cypriot law. The senior non-preferred obligations rank junior to
deposits and preferred unsubordinated unsecured obligations and
senior to any junior obligations.

RATING SENSITIVITIES

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

BoC's senior non-preferred debt rating could be downgraded if the
bank's Long-Term IDR was downgraded.

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

BoC's senior non-preferred rating could be upgraded if the
Long-Term IDR was upgraded or if the amount of senior non-preferred
and subordinated liabilities issued and maintained by BoC
increases, while the amount of net problem assets decreases. This
is because in a resolution, losses could be spread over a larger
debt layer resulting in smaller losses and higher recoveries for
senior bondholders.

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.



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G E O R G I A
=============

GEORGIAN RAILWAY: Fitch Affirms BB- LT IDRs, Outlook Negative
-------------------------------------------------------------
Fitch Ratings has affirmed JSC Georgian Railway's (GR) Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'BB-'
with Negative Outlooks.

The affirmation reflects Fitch's expectations that GR's link with
the government will remain unchanged, while its debt metrics will
commensurate with its Standalone Credit Profile (SCP) assessment at
'b+', leading to a single-notch differential of GR's IDR with
Georgia's sovereign IDR (BB/Negative).

GR is Georgia's railway group, 100%-owned via national key assets
manger - JSC Partnership Fund (PF), with core business in freight
transit operations.

KEY RATING DRIVERS

Status, Ownership and Control Assessed as Strong

The state exercises adequate control and oversight over GR's
activities both directly and via PF, including approval of the
railway company's budgets and investments. PF acts as an arm of the
state, by approving GR's major transactions (procurement,
borrowings, significant non-financial obligations, etc.). GR's
supervisory board is nominated and controlled by the government,
while goods and services are tendered in accordance with public
procurement law.

Support Track Record Assessed as Moderate

GR receives mostly non-cash and indirect state support.
Historically, support of GR's long-term development has been via
state policy incentives and asset allocations. In addition,
strategic infrastructure, such as railroads and transmission lines,
is exempt from property tax in Georgia. GR enjoys greater pricing
power than its Fitch-rated regional peers. GR's tariffs are fully
deregulated, allowing tariffs in both freight and passenger
segments to be adjusted to market conditions. Freight tariffs are
set in US dollars, resulting in natural hedge for a company that
operates in a country with a dollarised economic environment.

Socio-Political Implications of Default Assessed as Moderate

In its view, a default of GR may lead to some service disruptions,
but not of an irreparable nature, and may not necessarily lead to
significant political and social repercussions for Georgia's
government. In this case. the company's hard assets will likely to
remain operational with alternative modes of transportation
available.

Financial Implications of Default Assessed as Strong

Fitch considers a potential default of GR on external obligations
as potentially harmful to Georgia, as it could lead to reputational
risk for the state. Both GR and the state tap international capital
markets for debt funding, as well as loans and financial aid from
IFIs. This leads us to assume that a default of GR could negatively
influence the cost of external funds for future debt financing of
other GREs or the state itself. It could also significantly impair
the borrowing capacity of the latter due to potential reputational
damage and the small size of the domestic economy.

SCP

GR's SCP is assessed at 'b+'.

Based on its Public Sector, Revenue-Supported Entities Rating
Criteria, GR's SCP is 'b+', which reflects a 'Weaker' assessment
for revenue defensibility, 'Midrange' assessment for operating
risk, and 'Weaker' financial profile with leverage (Fitch's net
adjusted debt to EBITDA) approaching 6.5x in its rating case
scenario at end-2024.

The 'Weaker' revenue defensibility assessment reflects 'Weaker'
demand and 'Midrange' pricing. Demand for GR's services remains
exposed to commodity market, geopolitical and foreign-exchange
risks, associated with the key trading partners in the macro-region
(ie Azerbaijan, Russia, Kazakhstan and Turkmenistan). Occasional
materialisation of these risks is affecting fluctuations in freight
operations, a prime revenue driver for GR. GR's pricing model is
supported by a favourable tariff system, allowing quick tariff
adjustments in both freight and passenger segments.

The 'Midrange' operating risk assessment reflects GR's fairly
well-defined costs with predictable expected changes. GR's cost
structure is stable and dominated by staff costs averaging at 56%
of operating spending in 2015-2019, followed by goods and services
at 21%.

The primary metric of debt sustainability - net adjusted
debt/Fitch-calculated EBITDA - stabilised in 2019 at 6.1x (2018:
7.1x). Its rating case, stressed to test the resilience of debt
sustainability against a worst-case scenario, envisages
deterioration in net adjusted debt/EBITDA in 2020-2021 to 8x-9x
before recovering to 6.5x at end-2024. This scenario assumes
considerable stress on both operating revenue and operating
expenditure due to disruptions caused by the coronavirus pandemic
leading to volatility in freight volumes.

DEBT RATINGS

All senior debt instruments' ratings are aligned with GR's Long-
and Short-Term IDRs.

DERIVATION SUMMARY

Under its GRE Criteria, Fitch classifies GR as an entity ultimately
linked to Georgia and applies a top-down approach based on its
assessment of the strength of linkage with and incentive to support
by the Georgian state. GR's GRE support score is assessed at 22.5,
reflecting a combination of a 'Strong' assessment for status,
ownership and control and financial implications of default, and
'Moderate' assessment for support track record and socio-political
implications of default.

The SCP, positioned in the 'b' category, also reflects the peer
comparison. The SCP assessment in combination with a 22.5 GRE
score, leads to GR's IDRs being notched down by a single notch from
Georgia's IDRs.

KEY ASSUMPTIONS

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2015-2019 figures and 2020-2024 projected
ratios. Its key assumptions for the ratings case are:

  - Operating revenue growth on average 3.9% in 2020-2024;

  - Operating expenditures growth on average 4.9% in 2020-2024.

RATING SENSITIVITIES

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

  - A revision of the Outlook on the sovereign IDRs to Stable would
result in similar rating action on GR.

  - An upgrade of Georgia's sovereign rating, provided there is no
deterioration in GR's SCP and support score under its GRE
Criteria.

  - Upward reassessment of the support score and therefore removal
of the rating-notch differential.

  - A stronger financial profile, resulting in the SCP being on a
par with or above the sovereigns.

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

  - A downgrade of Georgia's sovereign rating.

  - Dilution of linkage with the sovereign, resulting in the
ratings being further notched down from the sovereigns.

  - Downward reassessment of the company's SCP, resulting from
deterioration of financial profile with net debt/EBITDA sustainably
above 9x as per its rating case.

LIQUIDITY AND DEBT STRUCTURE

GR's total debt at end-2019 stabilised at GEL1,565.6 million (2018:
GEL1,470.9 million). Its 2019 debt stock is 99% Eurobonds,
denominated in US dollars. This results in material exposure to FX
risk, as GR's revenue stream only partially offsets FX risk. GR's
liquidity position at end-2019 was stable with GEL258 million cash
and deposits (2018: GEL241 million). It maintains an adequate
liquidity buffer, with a cash position of GEL293 million at
end-September 2020.

SOURCES OF INFORMATION

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

GR's ratings are linked to Georgia's IDRs.

ESG CONSIDERATIONS

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



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

WIRECARD: EY Reaches Deal to Give Auditors Legal Risk Protection
----------------------------------------------------------------
Olaf Storbeck and Tabby Kinder at The Financial Times report that
Ernst & Young has reached a deal with German politicians to give
its auditors protection from the legal risk of giving evidence at a
Wirecard inquiry and warned its staff to prepare for more fallout
from hearings taking place this week.

The German parliamentary inquiry committee has called several
senior managers from the Big Four firm to give evidence at its
inquiry into the high-profile collapse of the payments group, the
FT relates.  EY audited the group for more than a decade and had
questioned how its senior staff could adhere to client privacy
rules if they had to reveal details, the FT notes.

Wirecard's administrator has released EY partners from all
confidentiality obligations but, in the past, some German courts
ruled that such a waiver was not sufficient, the FT states.

The parliamentary inquiry committee and EY informally agreed to
seek a clarification from Germany's federal court of justice to
allow EY staff to reveal previously confidential details about
their work for Wirecard without breaking any rules, the FT relays,
citing people with direct knowledge of the matter.

In the informal deal, EY partners will on Thursday, Nov. 26,
decline to testify and will be issued with a fine by the committee,
according to the FT.  The witnesses will then challenge the fine at
the federal court, which will decide if the administrator's waiver
is sufficient, the FT states.

EY, the FT says, has been criticized for its repeated failures to
spot problems at Wirecard.  It faces a number of investor lawsuits
over the scandal and has already lost two clients, DWS and
Commerzbank, as a result, the FT discloses.

The committee has summoned EY partners Martin Dahmen and Christian
Orth as well as Deutsche Bank's head of accounting Andreas
Loetscher, who left EY in 2018, the FT relates.

On Nov. 23, the firm said its staff were willing to give full
evidence in parliament only if they were sure that they were
legally allowed to do so, the FT notes.




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I R E L A N D
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ADAGIO VII CLO: Fitch Affirms B-sf Rating on Class F Notes
----------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Negative (RWN) on the
class E notes of Adagio VII DAC, removed the junior note from RWN
and affirmed class D and F notes with a Negative Outlook. The
Outlooks for the other notes remain Stable.

RATING ACTIONS

Adagio VII CLO DAC

Class A XS1861325998; LT AAAsf Affirmed; previously at AAAsf

Class B-1 XS1861326376; LT AAsf Affirmed; previously at AAsf

Class B-2 XS1861326616; LT AAsf Affirmed; previously at AAsf

Class C-1 XS1861326962; LT Asf Affirmed; previously at Asf

Class C-2 XS1861327424; LT Asf Affirmed; previously at Asf

Class D XS1861327770; LT BBBsf Affirmed; previously at BBBsf

Class E XS1861327937; LT BBsf Rating Watch Maintained; previously
at BBsf

Class F XS1861328075; LT B-sf Affirmed; previously at B-sf

TRANSACTION SUMMARY

The transaction is a cash flow collateralised loan obligation (CLO)
mostly comprising senior secured obligations. The transaction is
within its reinvestment period and is actively managed by its
collateral manager, AXA Investment Managers.

KEY RATING DRIVERS

Portfolio Performance

The deal was below target par by 70bp, according to the trustee
report date September 5, 2020. All coverage tests and portfolio
profile tests and Fitch-related collateral quality tests were
passing, except the Fitch weighted average rating factor (WARF)
test. The Fitch-calculated WARF of the portfolio as of November 14,
2020 was 35.3 higher than the trustee-reported 34.22, due to
ratings migration. The Fitch-calculated 'CCC' category or below
assets represent 5.19% (excluding the unrated assets) and 7.48%
(including unrated assets) of the portfolio, compared with the
limit of 7.5%.

Negative Outlook Reflects Coronavirus Stress

Fitch carried out a sensitivity analysis on the target portfolio to
determine the coronavirus baseline scenario. The agency notched
down the ratings for all assets with corporate issuers on Negative
Outlook regardless of sector. These assets represent about 32.9% of
the portfolio.

This scenario shows resilience of the ratings except for the class
D, E and F notes. For class E, the shortfalls at the current rating
level remain sizeable and are significantly exposed to any
deterioration in the portfolio. Fitch has therefore maintained
these notes on RWN. For class D and F notes, the shortfalls remain
volatile. However, Fitch believes the portfolio's negative rating
migration is likely to slow, making downgrades on these tranches
less likely in the short term. As a result, Class F notes removed
from RWN and both class D and F notes are affirmed with a Negative
Outlook. The Negative Outlooks reflect the risk of credit
deterioration over the medium term, due to the economic fallout
from the pandemic.

Deviation from Model-Implied Ratings

Fitch used a customised proprietary cash flow model to replicate
the principal and interest waterfalls, and the various structural
features of the transaction. It then used the model to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests. The transaction was modelled using the current portfolios
and the current portfolios with a coronavirus sensitivity
analysis.

Fitch's coronavirus sensitivity analysis was based on a stable
interest-rate scenario only but included the front-, mid- and
back-loaded default timing scenarios as outlined in Fitch's
criteria.

The model-implied ratings for the class E and F notes are one notch
below the current ratings. However, Fitch has deviated from the
model-implied ratings as the shortfalls were small and only driven
by the back-loaded default timing scenario. For class F notes,
there is still a limited margin of safety in the form of credit
enhancement so the current rating is deemed more appropriate. These
ratings are in line with the majority of Fitch-rated EMEA CLOs.

'B'/'B-' Portfolio Credit Quality

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

High Recovery Expectations

At least 90% of the portfolios comprise senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch weighted average recovery rate of the portfolio is
64.83%.

Well-Diversified Portfolios

The portfolios are well-diversified across obligors, countries and
industries. The top 10 obligors represent about 13.27% of the
portfolios while the Fitch-defined top industry and top three
industries are also within the defined limits of 17.5% and 40%,
respectively. The deal has 35.03% of assets with semi-annual
payment frequency but no frequency switch event has occurred yet.
The conversion of up to 20% obligations into semi-annual frequency
within a quarter or the breach of adjusted senior interest coverage
ratio could trigger a frequency switch event.

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Downside Scenario

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies, before halting recovery begins
in 2Q21. The downside sensitivity incorporates a single-notch
downgrade to all Fitch-derived ratings in the 'B' rating category
and a 0.85 recovery rate multiplier to all other assets in the
portfolios. For typical European CLOs, this scenario results in a
rating-category change for all 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

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

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

CVC CORDATUS XII: Fitch Affirms B-sf Rating on Class F Notes
------------------------------------------------------------
Fitch Ratings has affirmed CVC Cordatus Loan Fund XII DAC. The
class F notes have been removed from Rating Watch Negative (RWN)
and assigned a Negative Outlook.

RATING ACTIONS

CVC Cordatus Loan Fund XII DAC

Class A-1 XS1899140161; LT AAAsf Affirmed; previously at AAAsf

Class A-2 XS1899140245; LT AAAsf Affirmed; previously at AAAsf

Class B-1 XS1899140831; LT AAsf Affirmed; previously at AAsf

Class B-2 XS1899141482; LT AAsf Affirmed; previously at AAsf

Class C-1 XS1899142290; LT Asf Affirmed; previously at Asf

Class C-2 XS1903495510; LT Asf Affirmed; previously at Asf

Class D XS1899142886; LT BBB-sf Affirmed; previously at BBB-sf

Class E XS1899143934; LT BB-sf Affirmed; previously at BB-sf

Class F XS1899143421; LT B-sf Affirmed; previously at B-sf

Class X XS1899139403; LT AAAsf Affirmed; previously at AAAsf

TRANSACTION SUMMARY

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

KEY RATING DRIVERS

Asset Performance Stable:

The transaction is still in its reinvestment period and the
portfolio is actively managed by the collateral manager. The
transaction is below par by 90bp as of the latest investor report
available. As per the trustee report, all portfolio profile tests,
coverage tests and collateral quality tests are passing. As of
November 14,, exposure to assets with a Fitch-derived rating of
'CCC+' and below is 6.9%.

Negative Outlooks Based on Coronavirus Stress:

Fitch carried out a sensitivity analysis on the current portfolio
to determine the coronavirus baseline scenario. The agency notched
down the ratings for all assets with corporate issuers on Negative
Outlook regardless of sector. This scenario demonstrates the
resilience of the ratings of all the classes with cushions except
for the class E and F notes, which still show some shortfall. The
agency believes that the portfolio's negative rating migration is
likely to slow and a category level downgrade of these tranches is
less likely in the short term. As a result, Fitch has removed the
class F notes from RWN and affirmed their rating. Their Negative
Outlook reflects the risk of credit deterioration over the medium
term, due to the economic fallout from the pandemic.

'B'/'B-' Portfolio:

Fitch assesses the average credit quality of the obligors to be in
the 'B'/'B-' category. As at November 14, 2020, the
Fitch-calculated weighted average rating factor (WARF) of the
portfolio was 34.3, slightly worse than the trustee-reported WARF
of October 13, 2020 of 33.69, owing to rating migration.

High Recovery Expectations:

Of the portfolio, 99.4% comprises senior secured obligations. Fitch
views the recovery prospects for these assets as more favourable
than for second-lien, unsecured and mezzanine assets. The Fitch
weighted average recovery rate (WARR) of the current portfolio is
63.91%.

Portfolio Well Diversified:

The portfolio is well diversified across obligors, countries and
industries. The top 10 obligors' concentration is 17.81% and no
obligor represents more than 2.21% of the portfolio balance. As per
Fitch's calculation, the largest industry is business services at
14.78% of the portfolio balance, against limits of 17.5%.

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Downside Sensitivity

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies, before halting recovery begins
in 2Q21. The downside sensitivity incorporates a single-notch
downgrade to all Fitch-derived ratings in the 'B' rating category
and a 0.85 recovery rate multiplier to all other assets in the
portfolio. For typical European CLOs this scenario results in a
rating category change for all 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

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

Overall, Fitch's assessment of the asset pool information relied on
for its 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.

DRYDEN 32 2014: Fitch Affirms B-sf Rating on Class F-R Notes
------------------------------------------------------------
Fitch Ratings has affirmed Dryden 32 Euro CLO 2014 B.V. The class E
and F notes have been removed from Rating Watch Negative (RWN) and
assigned Negative Outlooks.

RATING ACTIONS

Dryden 32 Euro CLO 2014 B.V.

Class A-1-R XS1864488553; LT AAAsf Affirmed; previously at AAAsf

Class A-2-R XS1864488801; LT AAAsf Affirmed; previously at AAAsf

Class B-1-R XS1864489106; LT AAsf Affirmed; previously at AAsf

Class B-2-R XS1864489445; LT AAsf Affirmed; previously at AAsf

Class C-1-R XS1864489874; LT Asf Affirmed; previously at Asf

Class C-2-R XS1864913196; LT Asf Affirmed; previously at Asf

Class D-1-R XS1864490294; LT BBBsf Affirmed; previously at BBBsf

Class D-2-R XS1864913519; LT BBBsf Affirmed; previously at BBBsf

Class E-R XS1864490534; LT BB-sf Affirmed; previously at BB-sf

Class F-R XS1864490617; LT B-sf Affirmed; previously at B-sf

TRANSACTION SUMMARY

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

KEY RATING DRIVERS

Asset Performance Stable

The transaction is in its reinvestment period and the portfolio is
actively managed by the collateral manager. The transaction is
below par by 17bp as of the investor report dated September 30,
2020. As per the trustee report, all portfolio profile tests,
coverage tests and collateral quality tests are passing except
Fitch's weighted average rating factor (WARF), Fitch 'CCC' and
minimum percentage of senior secured obligations tests, which are
failing marginally. The transaction has 1% of aggregate collateral
balance as defaulted assets as of the same report. As at November
14, exposure to assets with a Fitch-derived rating of 'CCC+' and
below is 9.16% excluding unrated assets and 9.86% including the
unrated assets.

Outlooks Negative Based on Coronavirus Stress

Fitch carried out a sensitivity analysis on the current portfolio
to determine the coronavirus baseline scenario. The agency notched
down the ratings for all assets with corporate issuers on Negative
Outlook regardless of sector. The class D notes pass with small
cushion, which may erode easily with a small deterioration in the
portfolio, and class E and F notes still show some shortfall. The
agency believes that the portfolio's negative rating migration is
likely to slow and a downgrade of tranches E and F are less likely
in the short term. As a result, Fitch has removed the class E and F
notes from RWN and affirmed their ratings. Their Negative Outlooks
reflect the risk of credit deterioration over the medium term due
to the economic fallout from the pandemic.

'B'/'B-' Portfolio

Fitch assesses the average credit quality of the obligors to be in
the 'B'/'B-' category. As at November 14, 2020, the
Fitch-calculated WARF of the portfolio was 35.46, slightly weaker
than the trustee-reported WARF of September 30, 2020 of 35.25,
owing to rating migration and considering the unrated assets in the
portfolio as 'CCC'.

High Recovery Expectations:

Of the portfolio, 91.81% comprises senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch weighted average recovery rate of the current portfolio
is 59.96%.

Portfolio Well Diversified:

The portfolio is well diversified across obligors, countries and
industries. The top 10 obligors' concentration is 21.17% and no
obligor represents more than 3% of the portfolio balance. As per
Fitch's calculations, the largest industry is business services at
12.95% of the portfolio balance, against limits of 17.5%.

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Downside Sensitivity

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies, before halting recovery begins
in 2Q21. The downside sensitivity incorporates a single-notch
downgrade to all Fitch-derived ratings in the 'B' rating category
and a 0.85 recovery rate multiplier to all other assets in the
portfolio. For typical European CLOs, this scenario results in a
rating-category change for all 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

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

Overall, Fitch's assessment of the asset pool information relied on
for its 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.

DUNEDIN PARK: Fitch Affirms BBsf Rating on Class D Notes
--------------------------------------------------------
Fitch Ratings has affirmed Dunedin Park CLO DAC's notes and removed
the class D notes from Rating Watch Negative (RWN).

RATING ACTIONS

Dunedin Park CLO DAC

Class A-1 XS2036104243; LT AAAsf Affirmed; previously at AAAsf

Class A-2A XS2036104839; LT AAsf Affirmed; previously at AAsf

Class A-2B XS2036105489; LT AAsf Affirmed; previously at AAsf

Class B-1 XS2036106024; LT Asf Affirmed; previously at Asf

Class B-2 XS2036106883; LT Asf Affirmed; previously at Asf

Class C XS2036107428; LT BBBsf Affirmed; previously at BBBsf

Class D XS2036108152; LT BBsf Affirmed; previously at BBsf

Class X XS2036104086; LT AAAsf Affirmed; previously at AAAsf

TRANSACTION SUMMARY

Dunedin Park CLO DAC is a securitisation of mainly senior secured
loans (at least 90%) with a component of senior unsecured,
mezzanine and second-lien loans. The portfolio is managed by
Blackstone/GSO Debt Funds Management Europe Limited. The
reinvestment period ends in April 2024.

KEY RATING DRIVERS

Coronavirus Baseline Sensitivity Analysis

The rating actions are a result of a sensitivity analysis Fitch ran
in light of the coronavirus pandemic. For the sensitivity analysis,
Fitch notched down the ratings for all assets with corporate
issuers on Negative Outlook regardless of sector. Classes C and D
experience shortfalls under this scenario.

Fitch considers that the portfolio's negative rating migration is
likely to slow, making a rating-category downgrade on the class D
notes less likely in the short term. Fitch therefore affirmed the
class D notes and removed them from RWN. The Negative Outlooks on
the class C and D notes reflects the risk of credit deterioration
over the medium term, due to the economic fallout from the
pandemic. The Stable Outlooks on the remaining tranches reflect the
resilience of their ratings under the coronavirus baseline
sensitivity analysis.

Portfolio Performance Stabilises

The transaction was 0.41% above par according to the latest
investor report dated October 9, 2020 and all portfolio profile
tests, coverage tests and Fitch collateral quality tests were
passing, except for the Fitch weighted average rating factor (WARF)
and Fitch weighted average recovery rating. As of the same report,
the transaction had no defaulted assets. Exposure to assets with a
Fitch-derived rating of 'CCC+' and below was 5.92% (excluding
unrated assets). Assets with a Fitch-derived rating on Negative
Outlook were 16% of the portfolio balance.

'B'/'B-' Portfolio Credit Quality

Fitch assesses the average credit quality of the obligors as in the
'B'/'B-' category. The Fitch WARF of the current portfolio is 33.96
(assuming unrated assets are 'CCC') - above the maximum covenant of
33.25, while the trustee-reported Fitch WARF was 33.82. After
applying the coronavirus stress, the Fitch WARF would increase by
2.43.

High Recovery Expectations

Senior secured obligations are 98.66% of the portfolio. Fitch views
the recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets.

Diversified Portfolio

The portfolio is well diversified across obligors, countries and
industries. The top 10 obligors represent 12.58% of the portfolio
balance, with no obligor accounting for more than 1.62%. Around 36%
of the portfolio consists of semi-annual obligations but a
frequency switch has not occurred due to the transaction's high
interest coverage ratios.

Cash Flow Analysis

Fitch used a customised proprietary cash flow model to replicate
the principal and interest waterfalls and the various structural
features of the transaction, and to assess their effectiveness,
including the structural protection provided by excess spread
diverted through the par value and interest coverage tests.

The transaction was modelled using the current portfolio based on
both the stable and rising interest-rate scenarios and the front-,
mid- and back-loaded default timing scenarios as outlined in
Fitch's criteria. Fitch also tested the current portfolio with a
coronavirus sensitivity analysis to estimate the resilience of the
notes' ratings. The coronavirus sensitivity analysis was only based
on the stable interest-rate scenario but included all default
timing scenarios.

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Downside Sensitivity

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies, before halting recovery begins
in 2Q21. The downside sensitivity incorporates a single-notch
downgrade to all Fitch-derived ratings in the 'B' rating category
and a 0.85 recovery rate multiplier to all other assets in the
portfolio. For typical European CLOs, this scenario results in a
rating-category change for all 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

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

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

HALCYON LOAN 2018-1: Fitch Affirms B-sf Rating on Cl. F Debt
------------------------------------------------------------
Fitch Ratings has affirmed Halcyon Loan Advisors European Funding
2018-1 DAC. The class E and F notes have been removed from Rating
Watch Negative (RWN) and assigned Negative Outlooks.

RATING ACTIONS

Halcyon Loan Advisors European Funding 2018-1 DAC

Class A-1 XS1840846437; LT AAAsf Affirmed; previously at AAAsf

Class A-2 XS1840846783; LT AAAsf Affirmed; previously at AAAsf

Class B-1 XS1840846940; LT AAsf Affirmed; previously at AAsf

Class B-2 XS1840847161; LT AAsf Affirmed; previously at AAsf

Class C XS1840847328; LT Asf Affirmed; previously at Asf

Class D XS1840847674; LT BBB-sf Affirmed; previously at BBB-sf

Class E XS1840848565; LT BB-sf Affirmed; previously at BB-sf

Class F XS1840847914; LT B-sf Affirmed; previously at B-sf

TRANSACTION SUMMARY

Halcyon Loan Advisors European Funding 2018-1 DAC is a cash flow
CLO mostly comprising senior secured obligations. The transaction
is within its reinvestment period and is actively managed by its
collateral manager.

KEY RATING DRIVERS

Asset Performance Stable: The transaction was below par by 61bp as
of the latest investor report dated October 7, 2020. All portfolio
profile tests and coverage tests were passing, except the Fitch and
Moody's 'CCC' obligations tests. All collateral quality tests were
passing other than Fitch's weighted average rating factor (WARF)
test (37.53 versus a maximum Fitch WARF of 34). The transaction had
no defaulted assets as of the same report. Exposure to assets with
a Fitch-derived rating (FDR) of 'CCC+' and below was 13.13%
excluding unrated assets and 15.72% including the unrated assets.

Negative Outlooks Reflect Coronavirus Stress: The rating actions
are a result of a sensitivity analysis Fitch ran in light of the
coronavirus pandemic. For the sensitivity analysis Fitch notched
down the ratings for all assets with corporate issuers with a
Negative Outlook (36.85% of the portfolio) regardless of sector and
ran the cash flow analysis based on a stable interest-rate
scenario.

The class E and F notes have a breakeven default-rate (BDR)
shortfall under this cash flow model stress, with the rest having a
positive cushion. The reduction in the BDR shortfall for the class
E and F notes since the last review in May 2020, together with
stabilising portfolio performance, has made a near-term downgrade
less likely, resulting in the removal of the RWN. The Negative
Outlook, however, reflects the risk of credit deterioration over
the medium term due to the economic fallout from the pandemic.

The Stable Outlook on the remaining tranches reflects their rating
resilience under the coronavirus baseline sensitivity analysis.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors in the 'B'/'B-' category. The Fitch-calculated WARF of
the current portfolio is 37.53 (assuming unrated assets are 'CCC'),
above the maximum covenant of 34. The Fitch WARF would increase to
41.1 after applying the coronavirus stress.

High Recovery Expectations: Senior secured obligations comprise
99.19% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio is 63.13.

Portfolio Well-Diversified: The portfolio is well-diversified
across obligors, countries and industries. The top 10 obligor
concentration is 13.9%, and no obligor represents more than 1.61%
of the portfolio balance.

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Downside Sensitivity

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies, before halting recovery begins
in 2Q21. The downside sensitivity incorporates a single-notch
downgrade to all FDRs in the 'B' rating category and a 0.85
recovery rate multiplier to all other assets in the portfolio. For
typical European CLOs this scenario results in a category-rating
change for all 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

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

Overall, Fitch's assessment of the asset pool information relied on
for its 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.

HARVEST CLO IX: Fitch Affirms B-sf Rating on Class F-R Notes
------------------------------------------------------------
Fitch Ratings has affirmed the ratings on the notes issued by
Harvest CLO IX DAC and removed the junior tranches from Rating
Watch Negative. The junior notes are on Negative Outlook, while the
Outlooks for the rest remain Stable.

RATING ACTIONS

Harvest CLO IX DAC

Class A-R XS1653043734; LT AAAsf Affirmed; previously at AAAsf

Class B-1-R XS1653044039; LT AAsf Affirmed; previously at AAsf

Class B-2-R XS1659810573; LT AAsf Affirmed; previously at AAsf

Class C-R XS1653044385; LT Asf Affirmed; previously at Asf

Class D-R XS1653044625; LT BBBsf Affirmed; previously at BBBsf

Class E-R XS1653045192; LT BBsf Affirmed; previously at BBsf

Class F-R XS1653045432; LT B-sf Affirmed; previously at B-sf

TRANSACTION SUMMARY

The transaction is a cash flow collateralised loan obligation (CLO)
comprising mostly senior secured obligations. The transaction is
within its reinvestment period and is actively managed by its
collateral manager, Investcorp Credit Management EU Limited.

KEY RATING DRIVERS

Stabilisation of Portfolio Performance

The deal was below target par by 167bp, according to the trustee
report date September 30, 2020, due to one defaulted asset in the
portfolio. All coverage tests and Fitch-related collateral quality
tests and portfolio profile tests were passing, except the Fitch
weighted average rating factor (WARF) test and Fitch 'CCC' limit
test. The Fitch-calculated WARF of the portfolio as of November 14,
2020 was 34, slightly higher than the trustee-reported 33.96. The
Fitch-calculated 'CCC' category (including unrated names)
represents 7.96% of the portfolio, slightly higher than the 7.5%
limit.

Negative Outlook Reflects Coronavirus Stress

Fitch carried out a sensitivity analysis on the target portfolio to
determine the coronavirus baseline scenario. The agency notched
down the ratings for all assets with corporate issuers on Negative
Outlook regardless of sector. Such assets represent around 30.67%
of the portfolio.

This scenario shows the resilience of the ratings except for the
class E and F notes, which show a shortfall. However, Fitch
considers the portfolio's negative rating migration likely to slow,
making downgrades on these tranches less likely in the short term.

Fitch therefore removed the two junior notes from Rating Watch
Negative and affirmed them with Negative Outlook. The Negative
Outlook reflects the risk of credit deterioration over the medium
term, due to the economic fallout from the pandemic.

Deviation from Model-Implied Ratings

Fitch used a customised proprietary cash flow model to replicate
the principal and interest waterfalls and the various structural
features of the transactions, and to assess their effectiveness,
including the structural protection provided by excess spread
diverted through the par value and interest coverage tests. The
transactions were modelled using the current portfolios and the
current portfolios with a coronavirus sensitivity analysis.

Fitch's coronavirus sensitivity analysis was based on a stable
interest-rate scenario only but included the front-, mid- and
back-loaded default timing scenarios as outlined in Fitch's
criteria.

The model-implied ratings for the class E and F notes are one notch
below the current ratings. However, Fitch has deviated from the
model-implied ratings as the shortfalls were marginal and driven
only by the back-loaded default timing scenario. Moreover, for
class F notes, there is still a limited margin of safety present in
the form of credit enhancement Therefore the current rating is
deemed more appropriate. These ratings are in line with the
majority of Fitch-rated EMEA CLOs.

B'/'B-' Portfolio Credit Quality

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

High Recovery Expectations

At least 90% of the portfolios comprise senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch recovery rate of the portfolio is 64.83%.

Well-Diversified Portfolios

The portfolios are well diversified across obligors, countries and
industries. The top 10 obligors represent around 14.3% of the
portfolios and the Fitch-defined top industry and top three
industries are also within the defined limits of 17.5% and 40%,
respectively. The deal has 33.75% of assets with semi-annual
payment frequency but no frequency switch event has occurred yet.
The conversion of up to 20% obligations into semi-annual frequency
within one quarter or the breach of adjusted senior interest
coverage ratio could trigger a frequency switch event.

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Downside Scenario

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies, before halting recovery begins
in 2Q21. The downside sensitivity incorporates a single-notch
downgrade to all Fitch Derived Ratings in the 'B' rating category
and a 0.85 recovery rate multiplier to all other assets in the
portfolios. For typical European CLOs this scenario results in a
rating-category change for all 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

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

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

PHOENIX PARK: Fitch Affirms B-sf Rating on Class E-R Debt
---------------------------------------------------------
Fitch Ratings has affirmed Phoenix Park CLO DAC.

RATING ACTIONS

Phoenix Park CLO DAC

Class A-1A-R-R XS1890615013; LT AAAsf Affirmed; previously at AAAsf


Class A-1B-R-R XS1892517340; LT AAAsf Affirmed; previously at AAAsf


Class A-2A1-R-R XS1890615799; LT AAsf Affirmed; previously at AAsf


Class A-2A2-R-R XS1892517936; LT AAsf Affirmed; previously at AAsf


Class A-2B-R-R XS1890616334; LT AAsf Affirmed; previously at AAsf

Class B-1-R-R XS1890616920; LT Asf Affirmed; previously at Asf

Class B-2-R-R XS1892518587; LT Asf Affirmed; previously at Asf

Class C-R XS1890618462; LT BBB-sf Affirmed; previously at BBB-sf

Class D-R XS1890617811; LT BBsf Affirmed; previously at BBsf

Class E-R XS1890618033; LT B-sf Affirmed; previously at B-sf

TRANSACTION SUMMARY

Phoenix Park CLO DAC is a securitisation of mainly senior secured
loans (at least 96%) with a component of senior unsecured,
mezzanine and second-lien loans. The portfolio is managed by
Blackstone/GSO Debt Funds Management Europe Limited. The
reinvestment period ends in April 2023.

KEY RATING DRIVERS

Coronavirus Baseline Sensitivity Analysis

These rating actions are a result of a sensitivity analysis that
Fitch ran in light of the coronavirus pandemic. For the sensitivity
analysis, Fitch notched down the ratings for all assets with
corporate issuers on Negative Outlook regardless of sector. Under
this scenario, class E-R notes experience shortfalls.

Fitch views that the portfolio's negative rating migration is
likely to slow, making a category-rating downgrade on the class D-R
and E-R notes less likely in the short term. As a result, both
tranches have been affirmed and removed from Rating Watch Negative
(RWN). The Negative Outlook on the class C-R to Class E-R notes
reflects the risk of credit deterioration over the medium term, due
to the economic fallout from the pandemic. The Stable Outlooks on
the remaining tranches reflect the resilience of their ratings
under the coronavirus baseline sensitivity analysis.

Portfolio Performance Stabilises

As of the latest investor report dated October 16, 2020, the
transaction was 0.02% below par and all portfolio profile tests,
coverage tests and Fitch collateral quality tests were passing,
except for the Fitch weighted average rating factor (WARF) and
Fitch 'CCC' portfolio profile test. The transaction had no
defaulted assets. Exposure to assets with a Fitch-derived rating of
'CCC+' and below was 7.99% (excluding unrated assets). Assets with
a Fitch-derived rating on Negative Outlook were 18.87% of the
portfolio balance.

'B'/'B-' Portfolio Credit Quality

Fitch assesses the average credit quality of the obligors in the
'B'/'B-' category. The Fitch WARF of the current portfolio is 33.93
(assuming unrated assets are 'CCC') - below the maximum covenant of
34, while the trustee-reported Fitch WARF was 34.15. After applying
the coronavirus stress, the Fitch WARF would increase by 2.65.

High Recovery Expectations

Senior secured obligations are 98.15% of the portfolio. Fitch views
the recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets.

Diversified Portfolio

The portfolio is well-diversified across obligors, countries and
industries. The top 10 obligors represent 12.79% of the portfolio
balance with no obligor accounting for more than 1.56%. About 37%
of the portfolio consists of semi-annual obligations but a
frequency switch has not occurred due to the transaction's high
interest coverage ratios.

Cash Flow Analysis

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

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Downside Sensitivity

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies, before halting recovery begins
in 2Q21. The downside sensitivity incorporates a single-notch
downgrade to all Fitch-derived ratings in the 'B' rating category
and a 0.85 recovery rate multiplier to all other assets in the
portfolio. For typical European CLOs, this scenario results in a
rating-category change for all 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

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

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

PROVIDUS CLO III: Fitch Affirms B-sf Rating on Class F Notes
------------------------------------------------------------
Fitch Ratings has affirmed Providus CLO III DAC and removed the
class E and F notes from Rating Watch Negative (RWN).

RATING ACTIONS

Providus CLO III DAC

Class A XS2019348189; LT AAAsf Affirmed; previously at AAAsf

Class B-1 XS2019348858; LT AAsf Affirmed; previously at AAsf

Class B-2 XS2019349401; LT AAsf Affirmed; previously at AAsf

Class C XS2019350169; LT Asf Affirmed; previously at Asf

Class D XS2019350839; LT BBB-sf Affirmed; previously at BBB-sf

Class E XS2019351480; LT BB-sf Affirmed; previously at BB-sf

Class F XS2019351308; LT B-sf Affirmed; previously at B-sf

TRANSACTION SUMMARY

The transaction is a cash flow CLO, mostly comprising senior
secured obligations. The transaction is within its reinvestment
period and is actively managed by Permira Debt Manager Group
Holdings Limited.

KEY RATING DRIVERS

Stable Asset Performance

Asset performance has been stable since the last review in July
2020. The transaction was below par only by 0.4% as of the latest
investor report available. All coverage tests and collateral
quality tests are passing. Exposure to assets with a Fitch-derived
rating (FDR) of 'CCC+' and below is 3.1%, excluding unrated assets,
and 7% including unrated assets, below the 7.5% maximum covenant.

Negative Outlooks Reflect Coronavirus Stress

Fitch has assigned Negative Outlook to the class E and F tranches
as a result of a sensitivity analysis it ran in light of the
coronavirus pandemic. For the sensitivity analysis Fitch notched
down the ratings for all assets with corporate issuers with a
Negative Outlook (27.2% of the portfolio) regardless of sector and
ran the cash flow analysis based on a stable interest-rate
scenario. The bottom three tranches - class D, E and F - show
shortfall under this scenario, which is reflected in the Negative
Outlook.

The Stable Outlook on the remaining tranches reflects the
respective tranche's rating resilience under the coronavirus
baseline sensitivity analysis with a cushion.

Junior Tranche Above Model-Implied Rating

The rating on the class F notes is one notch above the
model-implied rating (MIR) as the shortfall was deemed marginal for
a category-level downgrade. Moreover, the limited margin of safety
available (current credit enhancement of 7%) is more in line with a
'B-' rating definition.

'B'/'B-' Portfolio

Fitch assesses the average credit quality of the obligors in the
'B'/'B-' category. The Fitch weighted average rating factor (WARF)
calculated by Fitch of the current portfolio (assuming unrated
assets are 'CCC') is 33.86 and by the trustee is 33.25, below the
maximum covenant of 34. The Fitch WARF would increase to 36.58
after applying the coronavirus stress.

High Recovery Expectations

Senior secured obligations represent 95.7% of the portfolio. Fitch
views the recovery prospects for these assets as more favourable
than for second-lien, unsecured and mezzanine assets. The Fitch
weighted average recovery rate (WARR) of the current portfolio is
67.8%.

Portfolio Well-Diversified

The portfolio is well-diversified across obligors, countries and
industries. The top 10-obligor concentration is 19%, and no obligor
represents more than 2.3% of the portfolio balance.

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Downside Sensitivity

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies, before halting recovery begins
in 2Q21. The downside sensitivity incorporates a single-notch
downgrade to all FDRs in the 'B' rating category and a 0.85
recovery rate multiplier to all other assets in the portfolio. For
typical European CLOs this scenario results in a category-rating
change for all 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

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

Overall, Fitch's assessment of the asset pool information relied on
for its 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.

TIKEHAU CLO II: Fitch Affirms B-sf Rating on Class F Debt
---------------------------------------------------------
Fitch Ratings has affirmed Tikehau CLO II B.V. The class E and F
notes have been removed from Rating Watch Negative (RWN) and
assigned Negative Outlooks.

RATING ACTIONS

Tikehau CLO II B.V.

Class A-R XS2011003139; LT AAAsf Affirmed; previously at AAAsf

Class B XS1505669678; LT AAsf Affirmed; previously at AAsf

Class C-R XS2011004616; LT Asf Affirmed; previously at Asf

Class D-R XS2011005266; LT BBBsf Affirmed; previously at BBBsf

Class E XS1505671062; LT BBsf Affirmed; previously at BBsf

Class F XS1505671732; LT B-sf Affirmed; previously at B-sf

TRANSACTION SUMMARY

Tikehau CLO II B.V. is a cash flow CLO mostly comprising senior
secured obligations. The transaction is within its reinvestment
period, which is due to end in December 2020, and is actively
managed by its collateral manager.

KEY RATING DRIVERS

Asset Performance Stable: The transaction was below par by 112bp as
of the latest investor report dated September 30, 2020. All
portfolio profile tests and coverage tests were passing. All
collateral quality tests were passing other than Fitch's weighted
average rating factor (WARF) tests (34.77 versus a maximum Fitch
WARF of 34.5). The transaction had no defaulted assets as of the
same report. Exposure to assets with a Fitch-derived rating (FDR)
of 'CCC+' and below was 6.8% and there were no unrated assets in
the portfolio.

Negative Outlooks Reflect Coronavirus Stress: The rating actions
are a result of a sensitivity analysis Fitch ran in light of the
coronavirus pandemic. For the sensitivity analysis Fitch notched
down the ratings for all assets with corporate issuers with a
Negative Outlook (29.92% of the portfolio) regardless of sector and
ran the cash flow analysis based on a stable interest-rate
scenario.

The class E and F notes have a breakeven default-rate (BDR)
shortfall under this cash flow model stress, while all remaining
notes have a positive cushion. The stable BDR shortfall for the
class E and F notes since the last review, together with
stabilising portfolio performance, has made a near-term downgrade
less likely, resulting in the removal of the RWN. The Negative
Outlook, however, reflects the risk of credit deterioration over
the medium term due to the economic fallout from the pandemic.

The Stable Outlook on the remaining tranches reflects their rating
resilience under the coronavirus baseline sensitivity analysis.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors in the 'B'/'B-' category. The Fitch-calculated WARF of
the current portfolio is 34.63, above the maximum covenant of 34.5.
The Fitch WARF would increase to 37.41 after applying the
coronavirus stress.

High Recovery Expectations: Senior secured obligations comprise
99.5% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio is 62.03.

Portfolio Well-Diversified: The portfolio is well-diversified
across obligors, countries and industries. The top 10 obligor
concentration is 15.24%, and no obligor represents more than 1.77%
of the portfolio balance.

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Downside Sensitivity

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies, before halting recovery begins
in 2Q21. The downside sensitivity incorporates a single-notch
downgrade to all FDRs in the 'B' rating category and a 0.85
recovery rate multiplier to all other assets in the portfolio. For
typical European CLOs this scenario results in a category-rating
change for all 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

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

Overall, Fitch's assessment of the asset pool information relied on
for its 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.

TORO EUROPEAN 4: Fitch Affirms B-sf Rating on Class F Notes
-----------------------------------------------------------
Fitch Ratings has affirmed Toro European CLO 4 DAC and Toro
European CLO 6 DAC and removed the class E and F notes from Rating
Watch Negative (RWN) and assigned a Negative Outlook.

RATING ACTIONS

Toro European CLO 6 DAC

Class A XS2027426456; LT AAAsf Affirmed; previously at AAAsf

Class B-1 XS2027426969; LT AAsf Affirmed; previously at AAsf

Class B-2 XS2027427264; LT AAsf Affirmed; previously at AAsf

Class C XS2027427694; LT Asf Affirmed; previously at Asf

Class D XS2027430649; LT BBB-sf Affirmed; previously at BBB-sf

Class E XS2027431027; LT BB-sf Affirmed; previously at BB-sf

Class F XS2027431290; LT B-sf Affirmed; previously at B-sf

Class X XS2027426373; LT AAAsf Affirmed; previously at AAAsf

Toro European CLO 4 DAC

Class A-R XS1639912762; LT AAAsf Affirmed; previously at AAAsf

Class B-1-R 89109MAH7; LT AAsf Affirmed; previously at AAsf

Class B-2-R 89109MAM6; LT AAsf Affirmed; previously at AAsf

Class B-3-R US89109MAP95; LT AAsf Affirmed; previously at AAsf

Class C-R US89109MAS35; LT Asf Affirmed; previously at Asf

Class D-R US89109MAV63; LT BBBsf Affirmed; previously at BBBsf

Class E-R XS1639910808; LT BB-sf Affirmed; previously at BB-sf

Class F-R US89109MAZ77; LT B-sf Affirmed; previously at B-sf

TRANSACTION SUMMARY

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

KEY RATING DRIVERS

Performance Stable Since Last Review: Toro 4 was below par by 1.6%
as of the latest investor report dated October 5, 2020. All
portfolio profile tests, collateral quality tests and coverage
tests were passing except for other agencies and its 'CCC' test
(9.52% versus a limit of 7.5%) and another agencies and its
weighted average rating factor (WARF) test (35.97 versus a limit of
34). The transaction had EUR3.7 million in defaulted assets as of
the same report. Exposure to assets with a Fitch-derived rating
(FDR) of 'CCC+' and below was 10.93%.

Toro 6 was below par by 0.76% as of the latest investor report
dated October 2, 2020. All portfolio profile tests, collateral
quality tests and coverage tests are passing except for its WARF
test (35.11 versus a limit of 34) and its weighted average recovery
rate test (WARR; 63% versus a minimum of 63.28%). The transaction
had EUR1.3 million in defaulted assets as of the same report.
Exposure to assets with a FDR of 'CCC+' and below was 7.57%.

Junior Tranches above Model-Implied Ratings: The current ratings
for the class D and E notes for Toro 6 are one notch above the
model-implied ratings (MIR) and the class F notes are two notches
above. However, Fitch has affirmed these ratings and deviated from
the model as the shortfalls for these tranches were driven by only
the back-loaded default timing and/or rising interest-rate
scenarios. Moreover, for the class D and E notes, the shortfalls
are marginal for a category-level downgrade and for the class F
notes, the limited margin of safety available is more in line with
a 'B-' rating definition.

Negative Outlooks Reflect Coronavirus Stress: The Negative Outlook
on C, D, E and F tranches reflects the sensitivity analysis Fitch
ran in light of the coronavirus pandemic. For the sensitivity
analysis Fitch notched down the ratings for all assets with
corporate issuers with a Negative Outlook (32.9% and 34.8% of the
Toro 4 and 6 portfolios, respectively) regardless of sector and ran
the cash flow analysis based on a stable interest-rate scenario.
The class C, D, E and F notes either have a limited default cushion
or shortfalls under this cash flow model run. The Negative Outlook
reflects the risk of credit deterioration due to the economic
fallout from the pandemic.

The bottom two tranches for both transactions have been removed
from RWN because while the shortfalls are still material for these
classes Fitch expects the portfolios' stabilising performance will
slow negative credit migration and make category-level downgrades
less likely in the short term.

The Stable Outlook on the remaining tranches reflects their
respective tranche's rating resilience under the coronavirus
baseline sensitivity analysis with a cushion.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors in the 'B'/'B-' category for both transactions. For
Toro 4, the Fitch WARF calculated by us of 36.25 and calculated by
the trustee of 35.97 of the current portfolio (assuming unrated
assets are 'CCC') are above the maximum covenant of 34. The Fitch
WARF would increase by 3.36 after applying the coronavirus stress.

For Toro 6, the Fitch WARF calculated by is of 35.54 and calculated
by the trustee of 35.11 of the current portfolios (assuming unrated
assets are 'CCC') are above the maximum covenant of 34. The Fitch
WARF would increase by 3.65 after applying the coronavirus stress.

High Recovery Expectations: Senior secured obligations comprise
97.9% and 97.4% of the Toro 4 and Toro 6 portfolios respectively.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.

Portfolio Well-Diversified: The portfolios are well-diversified
across obligors, countries and industries. The top 10 obligor
concentration is 13.34% and 14.11% for Toro 4 and Toro 6,
respectively and no obligor represents more than 1.61% and 1.65% of
the portfolio balances, respectively.

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Downside Sensitivity

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies, before halting recovery begins
in 2Q21. The downside sensitivity incorporates a single-notch
downgrade to all FDRs in the 'B' rating category and a 0.85
recovery rate multiplier to all other assets in the portfolios. For
typical European CLOs this scenario results in a category-rating
change for all 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

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

Overall, Fitch's assessment of the asset pool information relied on
for its 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.



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

NEXI SPA: S&P Keeps BB- ICR in Credit Watch Pos. on Nets A/S Merger
-------------------------------------------------------------------
S&P Global Ratings maintained its 'BB-' issuer and issue ratings on
Italy-based Nexi SpA on CreditWatch with positive implications.

On Nov. 15, 2020, Nexi SpA and Denmark-based Nets A/S announced
that they have signed a binding framework agreement for all-share
merger of Nets into Nexi. The announcement follows that on Oct. 5,
2020, when Nexi announced that it had agreed to merge with
Italy-based SIA SpA.

The decision to maintain Nexi's rating on CreditWatch follows
Nexi's announcement on Nov. 15, 2020, that it has signed a binding
agreement with Danish payment service provider Nets for the merger
by incorporation of Nets into Nexi. The transaction will be
all-share, with Nets' shareholders receiving approximately 407
million new Nexi shares.

The merger is expected to receive regulatory approvals and close by
the second quarter of 2021, earlier than the transaction with SIA
that is expected to close by the third quarter of 2021. Upon
closing of the two mergers, which are independent from each other,
we expect Italian government-related entity Cassa Depositi e
Prestiti (CDP; owner of SIA through its subsidiaries) to be the
main shareholder with 17% of Nexi, followed by Nets' sponsors
Hellman & Friedman with 16%. Mercury UK, Nexi's current reference
shareholder, would own 10% of the final entity.

Merging with Nets would increase the geographical diversification
of Nexi, an otherwise domestic-focused company. Nets is the leading
player operating in the Nordics and, after merging with Concardis
in 2019, holds a good positioning in Germany, Austria, and
Switzerland, markets with business prospects similar to Italy as
they are characterized by substantial household spending but low
penetration of electronic payments. Nets also operates in Poland,
Greece, Czech Republic, Baltics, and Central and Southeastern
Europe. On a pro forma basis, 46% of the revenue of the group
comprising Nexi, Nets, and SIA will be generated outside Italy.

The transaction could significantly improve Nexi's customer
diversification. While Nexi's clients are mainly the Italian banks
that distribute its products, a feature which resulted in a
meaningful customer concentration, Nets' business model is more
granular, as it entails a direct relationship and contractual
ownership with merchants.

S&P said, "We believe that the transaction could have a dilutive
impact on Nexi's very high EBITDA margins (about 50% as of
end-2019), primarily because of Nets' lower operating efficiency,
higher transformation costs in proportion to revenue, and its
direct salesforce costs affecting operating expenses. Nevertheless,
we do not see this is a major risk, as we anticipate Nets'
profitability to gradually increase over the coming years.

"We view positively that Nets would substantially reduce its debt,
equal to about EUR5.6 billion, before merging with Nexi. In our
view, this signals Nexi's management's commitment to limiting the
merger's impact on the group's financial profile. In particular,
the key terms of the merger agreement include that the net proceeds
of the sale of Nets' corporate services business to Mastercard Inc.
(the sale price is EUR2.85 billion) will be used to reduce Nets'
outstanding debt. In addition, Nets' shareholders will convert into
equity their EUR1.6 billion shareholder loan (which we consider as
debt). As a result, we estimate that Nets' reported debt would
likely amount to about EUR1.8 billion upon closing, of which EUR1.5
billion will be refinanced by Nexi, with a bridge facility already
committed by lenders.

"Despite the large debt reduction, the integration with Nets could
still negatively affect Nexi's stand-alone gross leverage. That
said, we believe that the merger with SIA could partially offset
this effect, in light of SIA's better financial profile. In
addition, we will likely start calculating leverage on a net basis
following the entrance of CDP as reference shareholder. This change
would have a positive impact on our adjusted debt metrics thanks to
Nexi's meaningful cash balances.

"Performing two transformational mergers in parallel entails
execution risks, in our view, which Nexi plans to mitigate by
focusing on the integration with SIA in 2021 and working more
intensively on synergies with Nets only from 2022.

"We expect that Nexi might also consider buying UBI Banca's (owned
by Nexi shareholder Intesa Sanpaolo) merchant-acquiring book. In
our view, the transaction is unlikely to materially affect our
forecast on Nexi's leverage, nor its business profile.

"We will update our recovery analysis for the rated senior
unsecured notes once the capital structure of the post-merger
entity has been clarified.

"We intend to resolve the CreditWatch once we have confirmation
that the parties have finalized the two merger agreements and
received necessary shareholder, regulatory, and antitrust
approvals. We could raise the long-term issuer credit rating on
Nexi by one notch if we concluded that the transactions will
significantly improve the company's business profile or if we
believe the main shareholder will pursue a conservative financial
strategy over the medium term. Although this is less likely, an
additional notch of uplift could materialize if we concluded that
Nexi's projected financial leverage had improved beyond our base
case.

"We could affirm the ratings if we concluded that the mergers had
not improved Nexi's business or financial profile and, at the same
time, we did not expect the new shareholders to remain committed to
maintaining a conservative financial strategy. We would also affirm
the ratings if we concluded that the transactions were unlikely to
go through."




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

BARENTZ MIDCO: S&P Assigns Preliminary 'B' Ratings, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' ratings to
Barentz's intermediate parent company Barentz Midco B.V. and the
proposed EUR585 million equivalent term loan B, with a recovery
rating of '3'.

As part of the transaction, Barentz plans to issue:

-- A EUR585 million equivalent term loan B due 2027;

-- A EUR120 million revolving credit facility (RCF) due 2027,
assumed undrawn at closing;

-- A EUR215 million payment-in-kind (PIK) structurally and
contractually subordinated instrument; and

-- EUR411 million of equity, of which EUR119 million of new equity
for Maroon and EUR292 million rolled equity.

The proceeds will be used to fund the Maroon acquisition, refinance
existing Barentz debt, as well as some smaller bolt-on merger and
acquisition (M&A) activities, and meet transaction costs, fees, and
expenses. There is also EUR23 million of rolled over debt in the
capital structure.

S&P said, "We forecast S&P Global Ratings-adjusted debt to EBITDA
of about 7.5x-6.5x for Barentz in 2020-2021.  While we expect
gradual deleveraging, supported by business growth and margin
management, we believe that adjusted leverage at closing of the
transaction is high, at about 7.5x, and that it will remain above
6.0x over the next two years. Our assessment of Barentz's financial
risk profile is mainly constrained by the group's private equity
ownership and high adjusted gross debt, which we estimate at about
EUR837 million at closing of the acquisition (including the PIK and
an undrawn RCF).

"We forecast S&P Global Rating adjusted EBITDA margins of 7.5%-8.5%
in 2020-2021.  Overall, we anticipate that the combined entity will
show profitability in line with its closest peers in the chemical
distribution industry. We believe that Barentz's margins will
progressively improve from 2020-2021, reflecting the positive
contribution of the Maroon acquisition and resilient revenue
growth. Our forecast for 2020 and 2021 factors in the benefit
coming from some synergies and cost-efficiency initiatives, as well
as a continued focus toward higher margin end-markets. We believe
that Barentz will benefit from the broader market in North America,
where competition is still lagging and market prices are
supportive.

"We believe financial sponsor ownership limits the potential for
leverage reduction over the medium term.   We do not deduct cash
from debt in our calculation, owing to Barentz's private-equity
ownership and because we anticipate that cash will be partly used
to fund bolt-on M&A. In the medium term, the financial sponsor's
commitment to maintaining S&P Global Ratings-adjusted financial
leverage sustainably below 5.0x would be necessary for an improved
financial profile assessment."

After the Maroon acquisition, Barentz has a solid market position
as a life science ingredients distributor, with a strong focus on
the European and North American market.   Barentz operates as one
of the main distributors in the niche market of life science
ingredients, specializing mostly in human nutrition, animal
nutrition, pharmaceuticals, and personal care. Following the
acquisition, the combined group's revenue will have 58% exposure to
Europe, the Middle East, and Africa, 35% Americas, and the
remaining 7% to Asia-Pacific. In line with other specialty
ingredients distributors, Barentz offers value-added services to
its clients, including formulation advice, blending, product
development, and research and development activities.

S&P said, "We believe that the acquisition of Maroon will
strengthen Barentz's competitive position and improve its
profitability.   The Maroon acquisition will improve Barentz's
geographical footprint, allowing the company to consolidate and
further expand its presence in North America. The combined entity
will also have a broader product offering, with a larger, somewhat
more diverse customer base, which will help to support the
company's organic growth through several cross-selling initiatives
and logistics improvements. We also believe that Barentz's
profitability will gradually improve, reflecting cost synergies,
portfolio optimization, and continued focus on higher margin end
markets.

"We note that Barentz benefits from sound and long-lasting
relationships with its principals.   Barentz has historically shown
solid and long-standing relationships with its principals, which
continue in the currently challenging environment, limiting any
disruption to the supply chain. The average length of relationship
is well above 10 years for the top 100 principals. We also note
that the acquisition will mitigate some of Barentz's concentration
risks to single suppliers, reducing the exposure to the largest
principal from 10% to about an estimate of 6%. Finally, we note
that most principals contract with Barentz on an exclusive basis,
both per geography and product type.

"We view Barentz's size and scope as a relative weaknesses, which
constrains our business risk assessment.   Although the combined
entity will have larger scale of operations, narrowing the gap with
some competitors such as Azelis and IMCD, our analysis acknowledges
the highly fragmented nature of the industry with increasing
competition coming from larger players, such as Brenntag, as well
as other chemicals companies moving downstream, such as DSM. As
such, despite Barentz's track record of an acquisitive strategy,
leading to sound growth management, we continue to view the
company's limited size and scope as a constraining factor for the
rating."

Barentz operates in very resilient end-markets with sound growth
prospects, partially mitigating concentration risks.   After the
Maroon acquisition, Barentz will continue to generate most of its
sales from the distribution of life science ingredients, accounting
for 80% of total revenue, with the remaining exposure to
specialized industrial. S&P said, "While we note that product
diversification is more limited than other specialty chemicals
distributors like Azelis, we believe that Barentz's key
end-markets, such as food and pharma, have been resilient,
outperforming average market growth even during economic downturns,
which is also supporting Barentz's performance during the
pandemic."

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 the final ratings. At this stage, the
proposed transaction includes a term loan B, a revolving credit
facility, and a PIK instrument. S&P said, "If we do not receive the
final documentation within a reasonable time, or if the final
documentation and 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."

S&P said, "The stable outlook reflects our view that Barentz will
continue to show resilient performance following the acquisition,
supported by improved geographic diversity and good growth
prospects in end-markets. We expect adjusted debt to EBITDA will
gradually decrease to about 6.5x-6.0x over the coming two years,
and we anticipate that Barentz will continue to generate positive
FOCF. The outlook also reflects our expectation that funds from
operations (FFO) will continue to cover cash interest by more than
3x.

"We could lower the rating if Barentz experiences a prolonged
weakening in profitability and cash flow generation due to
deteriorating market conditions or difficulties in realizing
synergies from the acquisition. We could also lower the rating if
the company adopts more aggressive financial policies--including
debt-financed dividend recapitalization or acquisitions--that
result in leverage above 6.5x on a prolonged basis, and FFO cash
interest coverage falling below 2.5x, with low prospects for
improvement.

"We believe that a positive rating action is remote at this stage,
given the high amount of debt in the capital structure. That said,
we could consider an upgrade if S&P Global Ratings-adjusted debt to
EBITDA drops below 5x and the sponsor commits to maintaining lower
leverage."




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

BANK ZENIT: Fitch Affirms BB LT IDR, Outlook Stable
---------------------------------------------------
Fitch Ratings has affirmed Bank Zenit's Long-Term Issuer Default
Ratings (IDRs) at 'BB' with a Stable Outlook and Viability Rating
(VR) at 'b+'.

KEY RATING DRIVERS

IDRS, SUPPORT RATING

Zenit's Long-Term IDRs of 'BB' and Support Rating of '3' are driven
by a moderate probability of support from the bank's parent, PJSC
Tatneft (BBB-/Stable), in case of need. Fitch believes Tatneft has
a high propensity to support Zenit, given its majority stake of 71%
and record of capital support in the form of equity injections and
purchases of high-risk assets.

Fitch also believes that support would be manageable for Tatneft
given its low leverage, with expected funds from operations (FFO)
gross leverage at or below 0.4x in 2020-2023 and the small size of
Zenit, whose equity accounted for 0.1x Tatneft's 2019 FFO.

The two-notch difference between Tatneft's and Zenit's IDRs
reflects Fitch's view that the bank is a non-core asset for the
parent, with limited synergies, as well as limited reputational
damage for Tatneft in case of Zenit's default. A sale of the bank
is unlikely in the medium term, although Fitch understands from
management that this is possible in the longer term, once the bank
becomes more profitable.

VR

The affirmation of Zenit's 'b+' VR reflects moderate pressure on
asset-quality metrics stemming from the pandemic and a weaker
operating environment in 2020. Fitch views the bank's profitability
as weak, providing only a modest ability to absorb potentially
higher impairment charges through profits. However, the agency
believes Tatneft would support Zenit's capitalisation (in form of
either buy-out of high-risk assets, or direct capital injections)
in case of need.

Impaired loans (Stage 3 under IFRS 9) increased to 13% of gross
loans at end-9M20 from 11% at end-2019. Coverage by specific loans
loss allowances (LLAs) was reasonable at 72%. The share of Stage 2
loans increased to 6% of gross loans at end-9M20 from 5% at
end-2019. Pandemic-driven restructured exposures equaled to an
additional 3% of gross loans (mostly accounted as Stage 1).
Unreserved impaired loans, together with potentially high-risk (as
repayment is subject to the sale of illiquid pledged properties)
project-finance loans held at fair value (9% of gross loans) made
up a high 90% of Fitch Core Capital (FCC) at end-9M20.

Profitability is Zenit's main rating weakness as reflected by
operating profit at a negative 0.8% of average IFRS-based Basel 1
risk-weighted assets (RWAs) in 9M20.The bank's pre-impairment
profit is weak (about 0.5% of average loans in 2019-9M20) due to
low net interest margin (3% in 9M20) and weak operating efficiency
as reflected by a high cost-to-income ratio of 90% in the same
period. Loan impairment charges were moderate (1.6% of gross loans
in 9M20) but exceeded pre-impairment profit, resulting in a
negative 10% annualised return on average equity (ROAE) in 9M20.

The bank's FCC decreased to 9.3% of RWAs at end-9M20 from 11.5% at
end-2019. Its regulatory Tier 1 (N1.2) ratio was 9.6% at end-9M20,
only moderately above the regulatory minimum requirement of 8.5%
(including a 2.5% capital conservation buffer). Fitch believes
Zenit may obtain capital support from Tatneft in case of need.

Zenit is primarily customer-funded (84% of total liabilities at
end-9M20) with granular retail deposits comprising 53% of
liabilities. Funds from related-parties (mainly Tatneft and its
related companies) accounted for 22% of liabilities and have been
stable in recent years. Wholesale third-party funding (bank
placements, excluding repo, and securities issued) was limited at
8% of total liabilities at end-9M20. The cushion of liquid assets
(cash, short-term placements with other banks and bonds eligible
for repo), net of short-term market funding repayments, was equal
to 37% of its customer accounts at end-9M20.

DEBT RATINGS

Zenit's senior unsecured debt is rated in line with the bank's
Long-Term IDR.

RATING SENSITIVITIES

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

Zenit's IDRs will likely be upgraded if Tatneft's IDR is upgraded.

Upside for the bank's VR would require a consistent improvement in
the bank's profitability, with core annual pre-impairment profit
increasing to 2%-3% of average loans, a stabilisation of asset
quality and a lower share of high-risk assets, and capital ratios
being maintained with reasonable headroom above the regulatory
minimum, including buffers.

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

The IDRs and Support Rating may be downgraded if Tatneft's ratings
are downgraded or in case of a significant weakening of Tatneft's
propensity to provide support, reflected, for example, in delays in
providing timely or sufficient support (not expected by Fitch at
present).

Zenit's VR could be downgraded if the bank reports negative
bottom-line results for several consecutive years without
sufficient capital support being provided by the shareholders,
leading to regulatory capital ratios falling below or remaining
marginally above the minimum requirements including buffers. This
is particularly applicable for the Tier 1 ratio, which has the
lowest headroom above the regulatory requirement of 8.5%.

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 bank's IDRs and Support Rating are linked to Tatneft's IDRs.

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.

CHUVASH REPUBLIC: Fitch Withdraws BB+ IDRs Due to Incorrect Info
----------------------------------------------------------------
Fitch Ratings has withdrawn the Russian Chuvash Republic's
Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs)
at 'BB+' with Negative Outlooks.

Fitch has withdrawn the ratings as the issuer has chosen to stop
participating in the rating process. Therefore, Fitch will no
longer have sufficient information to maintain the ratings.
Accordingly, Fitch will no longer provide analytical coverage for
the Republic, which includes the related ESG Relevance Scores.

The ratings were withdrawn with the following reason: incorrect or
insufficient information provided.

KEY RATING DRIVERS

Not applicable

RATING SENSITIVITIES

Not applicable

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

Not applicable

ROSAGROLEASING JSC: Fitch Upgrades LT IDR to BB+, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has upgraded JSC Rosagroleasing's (RAL) Long-Term
Issuer Default Rating to 'BB+' from 'BB' affirmed PJSC State
Transport Leasing Company's (STLC) Long-Term Issuer Default Rating
at 'BB+'. The Outlooks are Stable.

KEY RATING DRIVERS

The companies' ratings are driven by the moderate probability of
support from the Russian sovereign. In assessing support, Fitch
views positively: (i) both companies' 100% state ownership,
represented by the Ministry of Transport (STLC) and the Ministry of
Agriculture (RAL); (ii) the record of past equity injections; (iii)
the low cost of potential support given the companies' relatively
small size; (iv) the companies' policy roles (albeit somewhat
limited) in the execution of state programmes to support the
transportation (STLC) and agricultural (RAL) sectors; and (v) deep
integration of the management and the government.

The upgrade of RAL's ratings reflects Fitch's positive view of the
company's continued strong performance in terms of strengthening of
its policy role in supporting the Russian agricultural sector
through affordable leasing products, including those issued to
support the sector during the peak of the pandemic crisis. Fitch
believes RAL's leading position in agricultural equipment leasing,
as well as steady government ordinary capital support underline the
growing importance of RAL and its policy role to the state.

STLC

STLC is the largest Russian leasing company by outstanding lease
portfolio, with a leading franchise in each of the rolling stock,
aviation and maritime leasing sectors in Russia. It has been under
the direct oversight of the Ministry of Transport since 2009.
STLC's participation in state programmes for the development of the
Russian transportation industry is wide and mostly represented by
the support of Russia-produced civil aircraft, helicopters and
vessels.

Fitch believes the pandemic will pressure STLC's intrinsic
creditworthiness in the medium to long term, given the company's
large exposure to the highly affected aviation sector. STLC's
deteriorating asset quality, single-name concentrations, high
exposure to residual value risk, as well as low profitability
pressure its standalone credibility. However, Fitch believes STLC's
adequate funding profile, good capital market access and reasonable
liquidity position underpin the company's standalone profile.

STLC's lease book is concentrated, which is typical for Russian
state-owned leasing companies. Fitch note high largest lessee
exposure for both financial and operational leases. The
concentration on Aeroflot group (BB-/Negative) has decreased
slightly to around 15% (from 21% at end-1H19) of total lease
portfolio at end-1H20. Other finance lease contracts were mostly
represented by contracts with Russian rail transportation companies
and secured with rolling stock.

Impaired receivables (Stage 3) increased to 14% of total gross
receivables (net investment in lease (NIL), loans and other
receivables) at end-1H20 (9.8% at end-2019), with 46% of those
covered by reserves. Fitch believes STLC's asset quality will
remain under pressure given prolonged challenges in the global
aviation and local rolling stock markets.

STLC's tangible leverage had increased to 7.8x at end-1H20 (6.4x at
end-2019) on weaker internal capital generation with capital
injections, which somewhat lagged rapid asset growth. Fitch
believes that STLC's capital generation ability will be under
pressure given the current economic outlook. STLC's equity-to-asset
ratio was at 11.5% at end-1H20, providing only modest headroom over
the Eurobond-covenanted level of 10%. The expected budgeted capital
support and moderate growth will support STLC's capital and
leverage positions.

In Fitch's view, STLC's funding profile is supported by the
company's ability to retain access to capital markets during the
peak of the crisis, having managed to place two Eurobond issues
totalling USD1.1 billion and several local bond issues with
maturities above six years. This allowed the company to extend the
average tenor of its borrowing and lower near-term refinancing
needs. STLC retained a solid liquidity buffer. In its view, STLC's
funding and liquidity profile is also underpinned by the company's
proximity to the Russian state and local state banks.

STLC's rouble-denominated senior unsecured debt ratings are aligned
with the company's Long-Term Local-Currency IDR. The US
dollar-denominated notes issued by STLC's Ireland-based subsidiary
GTLK Europe DAC and its financing SPV, GTLK Europe Capital DAC, are
rated in line with STLC's Foreign-Currency IDR as they benefit from
an unconditional and irrevocable guarantee from STLC.

RAL

RAL has a leading agricultural equipment leasing franchise in
Russia, focusing on subsidised leases under various state support
programmes. These are generally funded via injections into RAL's
capital by the state. However, the company has more recently
started attracting debt funding again. Gross lease receivables
reduced by around 8% in 1H20, driven by significant write-offs and
despite sizable new origination. Portfolio concentration decreased
slightly with the 10 largest lessees accounting for 22% of NIL
before provisions at end-1H20 (1H19: 27%).

RAL's asset quality stability during the pandemic, was helped by
the relatively solid sector performance, and minimal restrictions.
Fitch believes RAL's asset quality will remain under pressure in
the medium to long term due to the recession in Russia and key
European markets, as well as supply chain destructions due to the
pandemic. Agricultural leasing bears elevated operational, market
and residual value risks. At end-1H20, the ratio of problem
receivables (including net investment in lease, debtors, advances
and other) was 34% (41% at end-2019). These were comfortably
covered by reserves at 108% at end-1H20.

As RAL is largely financed by equity (equity-to-asset ratio of 76%
at end-1H20), it is less sensitive to further deterioration of
asset quality. RAL received RUB16billion of capital contributions
in 2019-2020 and anticipates further capital injections and
subsidies in the medium to long term to support its growth plans.

RAL placed a debut five-year unsecured local currency bond of RUB8
billion (12% of assets at end-1H20) in May 2020. The issue was
acquired mostly by state-owned companies and banks. Management
expects further bond issues in 2021-2023. Additionally, RAL has
access to bank credit lines from mainly state-owned banks totaling
RUB5 billion.

RATING SENSITIVITIES

STLC's and RAL's IDRs are potentially sensitive to changes in the
Russian sovereign ratings and Outlook.

STLC

Factors that could, individually or collectively, lead to positive
rating action/upgrade or a narrowing of notching with the
sovereign's rating:

  - Increased sovereign propensity to support the company, as might
be evidenced by (i) increasing ordinary government support and
importance of STLC as a tool of government's investment activity in
the transport sector; (ii) timely provision of extraordinary
capital sufficient to restore the company's solvency (if required)
and to secure its longer-term growth momentum.

  - Smooth and secured access to government's funding sources (e.g.
National Wealth Fund).

Factors that could, individually or collectively, lead to negative
rating action/downgrade or widening of notching with the
sovereign:

  - Diminishing of the company's policy role. For example, this
could be reflected in material downscaling of activity, the
exclusion of STLC from significant investment programmes, shift of
the government's investment activity in the transportation sector
to other state leasing companies or to alternative tools.

  - A weakening of the financial standing not adequately offset by
incoming support, particularly if it results in (before any
accounting forbearance): erosion of headroom to 10% equity/assets
(Eurobond funding covenant) capital adequacy, continued decline of
lease loss allowance coverage or further asset-quality
deterioration.

  - An indication that extraordinary support might not be provided
in a timely manner, which would trigger a multi-notch downgrade of
the company's IDRs.

RAL

Factors that could, individually or collectively, lead to positive
rating action/upgrade or a narrowing of notching with the
sovereign's rating:

  - A further upgrade is currently unlikely, but could occur
following a combination of increasing scale and prominence in the
agricultural sector, a further strengthening of the company's
policy role with respect to implementation of state programmes to
support the Russian agricultural sector, underpinned by sufficient
capital injections.

Factors that could, individually or collectively, lead to negative
rating action/downgrade or widening of notching with the
sovereign:

  - RAL's diminishing policy role or its gradual change in
combination with weaker governance could result in negative rating
action.

  - An indication that extraordinary support might not be provided
in a timely manner would trigger a multi-notch downgrade of the
company's IDRs.

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 STLC and RAL are driven by sovereign support from
Russia and linked to Russia's IDRs. The ratings of guaranteed debt
issued by GTLK Europe and GTLK Europe Capital are equalised with
STLC's Long-Term Foreign-Currency IDR.

ESG CONSIDERATIONS

STLC has an ESG Relevance Score of 3 for GHG Emissions & Air
Quality due to significant exposure to CO2-emmitting leasing
assets.

RAL has an ESG Relevance Score of 3 for Exposure to Environmental
Impacts due to its sizable exposure to the agricultural sector.

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 E D E N
===========

SSAB AB: S&P Places 'BB+' Rating on CreditWatch Negative
--------------------------------------------------------
S&P Global Ratings placed its 'BB+' long-term rating on
Sweden-based SSAB AB on CreditWatch with negative implications.

The CreditWatch reflects a potential one-notch downgrade to 'BB' in
the coming months, depending on recovery prospects in 2021 and
better visibility on the potential acquisition.

S&P said, "Our expectation of lower EBITDA in 2021 indicates that
SSAB could have difficulties sustaining its credit quality in line
with our 'BB+' rating.  Based on weaker-than-expected results year
to date and uncertainties stemming from the renewed
COVID-19-related restrictions and lockdowns in Europe and the U.S.,
we project the group's EBITDA will fall to Swedish krona (SEK) 6.5
billion-SEK7.0 billion in 2021. SSAB reported EBITDA for the first
nine months of 2020 of SEK1.9 billion, down 70% year-on-year. This
leads us to expect an EBITDA for full-year 2020 of no higher than
SEK2.7 billion-SEK2.9 billion. In our previous review, when we
revised the outlook on SSAB to negative from stable, we projected
2020 EBITDA of SEK5 billion-SEK6 billion (see "Rating Actions Taken
On Four Russian And European Steel Companies As A Bad 2019 Turns
Into A Worse 2020," published March 31, 2020, on RatingsDirect).
Considering potential fallout from the second wave of COVID-19
infections, we anticipate a potentially slower pick-up in demand
for steel end-use products (i.e. automobiles, construction and
machinery). This would consequently delay recovery of the steel
industry. Compared with 2019, we assume 2021 steel demand will
contract between 5% and 10% in Europe (versus our assumption in
March of a contraction of about 2%).

"Muted prospects across the industry are behind our downward
revision of SSAB's EBITDA in 2021 to SEK6.5 billion-SEK7.0 billion.
The revised projections translate into an adjusted funds from
operations (FFO) to debt of 15%-20% in 2020 and, more importantly,
to slightly above 40% in 2021, compared with the 45% that we view
as commensurate with our 'BB+' rating. At the same time, the
company's ability to generate positive free cash flow (excluding
changes in working capital) and maintain strong liquidity ease the
immediate pressure on the rating."

Additional profitable steel capacity and exposure to new markets
could support SSAB's business position over the medium term, but
also put immediate pressure on its financials.   On Nov. 13, 2020,
SSAB announced that it is in preliminary discussions with Tata
Steel to purchase the latter's Netherlands-based assets, notably
the Ijmuiden steel mill and related downstream assets, with an
overall capacity of about 7.0 metric tons (mt), compared with
SSAB's 8.8 mt, of which 6.4 mt are in Europe. The additional
capacity would take SSAB into the top five largest players on the
continent, but it is still well behind ArcelorMittal (nearly 40 mt
of capacity in Europe) and a medium-sized player by global
standards. In S&P's view, the cost position and profitability
through the cycle of the new assets will determine the impact on
SSAB's business risk profile. There is uncertainty regarding the
profitability of the assets, the price, the financing, and the
potential synergies between the two companies. As a result, the
risks and rewards that could emerge are somewhat blurred at this
stage. For example, a debt-funded transaction with limited
contribution to EBITDA could be a rating constraint, while a more
debt-friendly funding structure (i.e. high equity content),
immediate EBITDA contribution, and material synergies between the
companies could support--or, in the long term, even bolster--SSAB's
creditworthiness.

S&P said, "We take into account SSAB's track record of
equity-funded acquisitions.  The merger with the Finnish steelmaker
Rautaruukki in 2014, for example, consolidated SSAB's position as a
Nordic leader. In order to protect its balance sheet, SSAB funded
this transaction with its shares. We also note that SSAB was able
to unlock synergies over two years. This, alongside SSAB's
deleveraging over the past five years, leads us to assume that a
fully debt-funded transaction is less likely. Based on Tata's
communication, we understand that the divestment could be completed
within the coming six to nine months, which could translate into a
binding agreement in the coming quarter."

CreditWatch

S&P said, "We expect to resolve the CreditWatch placement in the
next three months, after reviewing the company's fourth-quarter
results and obtaining clearer insight on the shape of the recovery
in 2021. In addition, we believe that more information about the
ongoing transaction will become available in the coming three
months, facilitating a more complete assessment of the potential
rating impacts for SSAB, if the transaction materializes.

"We will likely lower the rating if we see that the FFO to debt is
likely to stay below 45%, which is the level commensurate with the
current rating. This could occur if we projected EBITDA of SEK6.5
billion or below for 2021, or SSAB concluded a transaction that
resulted in a substantial increase in debt with limited
contribution to profitability and only moderate improvement in its
competitive position in the short term. However, EBITDA of SEK7
billion or more, alongside balanced risks and rewards of the
ongoing transaction, could prompt a rating affirmation."




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

ISTANBUL METROPOLITAN: Moody's Assigns (P)B2 Rating to $650MM Bond
------------------------------------------------------------------
Moody's Public Sector Europe assigned a provisional senior
unsecured debt rating of (P)B2 to Metropolitan Municipality of
Istanbul's (Istanbul) planned USD650 million bond issuance.

RATINGS RATIONALE

The (P)B2 debt rating is derived from the B2 issuer rating with
negative outlook of the Metropolitan Municipality of Istanbul. The
planned debt is expected to be direct, unsecured, unconditional and
unsubordinated obligations of the issuer. The proceeds will be used
for several metro line infrastructure projects.

Istanbul 's issuer rating reflects its large and diversified
economy and robust operating performance, predictable shared taxes
paid by the central government, a valuable asset and reserve base
which provides fiscal flexibility. The rating is also constrained
by the city's relatively high burden, which will further increase
during 2020-21, and the upward pressure on debt servicing costs
given the city's significant exposure to foreign currency debt and
the depreciation of the Turkish lira. Moody's expects a significant
impact on financial results in 2020 and 2021 from weaker revenues
but also additional cost related to the coronavirus pandemic.

The negative outlook on Istanbul's issuer rating reflects the
city's budgetary challenges, the increasing exposure to foreign
currency debt and the reduction in debt affordability. It also
mirrors the negative outlook on the Government of Turkey.

The provisional rating is assigned based on the draft documentation
received by Moody's as of the rating assignment date. In the event
that the debt structure changes significantly from the
documentation submitted, Moody's will assess any potential impact
on the ratings.

ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS

In Moody's assessment, environmental and social risks are not
material to Istanbul's rating.

Governance considerations are material to Istanbul's credit
profile. Moody's considers overall governance risk as moderate to
high, mainly due to significant exposure to foreign currency risk.

The first-time assignment of a (provisional) senior unsecured debt
rating required the publication of this 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 the Metropolitan Municipality of Istanbul. The
following national economic indicators are relevant to the
sovereign rating, which was used as an input to this credit rating
action.

Sovereign Issuer: Turkey, Government of

GDP per capita (PPP basis, US$): 29,724 (2019 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 0.9% (2019 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 11.8% (2019 Actual)

Gen. Gov. Financial Balance/GDP: -5.6% (2019 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: 1.1% (2019 Actual) (also known as
External Balance)

External debt/GDP: [not available]

Economic resiliency: ba2

Default history: At least one default event (on bonds and/or loans)
has been recorded since 1983.

SUMMARY OF MINUTES FROM RATING COMMITTEE

On November 18, 2020, a rating committee was called to discuss the
rating of the Metropolitan Municipality of Istanbul. The main
points raised during the discussion were: The issuer's fiscal or
financial strength, including its debt profile, has not materially
changed.

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

Any change to Istanbul's issuer rating would result in a
corresponding change to its senior unsecured debt rating.

A downgrade of Turkey Government of 's sovereign rating would lead
to a downgrade of Istanbul's rating. A strained liquidity
situation, including concerns around access to funding sources,
could trigger a downgrade. Similarly, downward rating pressure may
also arise from a sustained growth in debt and debt servicing
costs.

An upgrade of Istanbul's ratings is unlikely given the negative
outlook. An upgrade of Turkey's sovereign rating may exert positive
pressure, provided that the city also displays improved financial
metrics.

PRINCIPAL METHDOLOGY

The principal methodology used in this rating was Regional and
Local Governments published in January 2018.



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

DTEK RENEWABLES: Fitch Maintains B- LT IDR on Rating Watch Neg.
---------------------------------------------------------------
Fitch Ratings has maintained Ukraine-based electricity generation
company DTEK Renewables B.V.'s 'B-' Long-Term Foreign-Currency
Issuer Default Rating (IDR) on Rating Watch Negative (RWN).

The RWN reflects continued uncertain credit impact stemming from
the energy market reform in Ukraine. Fitch will resolve the RWN
once the state-owned guaranteed buyer starts repaying the
outstanding receivables to renewable generators for electricity
supplied in March-July 2020 and once Fitch sees longer record of at
least existing payment discipline from the guaranteed buyer for the
currently supplied electricity.

The ratings reflect the adoption of a new law stipulating revised
feed-in tariffs (FiTs) and the resumption of payments by the
guaranteed buyer from August 2020 for renewable energy. It also
incorporates deterioration in Ukraine's economy, which Fitch
expects to shrink 6.5% in 2020, and a liquidity drain.

KEY RATING DRIVERS

Lower Tariffs: The new law on renewable energy, signed in mid-2020
led to downward revision of FiT for solar and wind power plants
commissioned between mid-2015 and end-2019 by 15% and 7.5%,
respectively from August 1, 2020. This affects most of DTEK's
assets (750 MW), except the Botievo wind farm (200MW), which was
commissioned before mid-2015, for which tariffs remain unchanged.
This is slightly better than its previous expectations of 20% and
10% downward revisions, respectively, from mid-2020.

Resumption of Payments: The guaranteed buyer has resumed payments
to renewable energy producers from August 2020 and fully paid off
DTEK Renewables for electricity supplied in August and September
although the settlements are made in arrears. The payments for
September were finally fully settled by mid November 2020.
Uncertainty remains about the guaranteed buyer's ability to make
timely settlements and in its rating case Fitch conservatively
assumes that October-December 2020 will not be settled in full.

The company has curtailed its capex and operating expenditure since
early 2020, but weak cash flow generation in 2020 will drive a
leverage spike in 2020. Lower settlements from the guaranteed buyer
or lower-than-expected recovery of earlier receivables may further
weaken the company's financials and would be negative for the
rating.

Guaranteed Buyer's Debt Repayment: The law also stipulates the
schedule for the repayment of the guaranteed buyer's accumulated
debt to renewable energy producers. The schedule assumes that 40%
of debt will be settled by end-2020 and the rest quarterly in equal
instalments during 2021.

As of November 19, the guaranteed buyer owed DTEK Renewables EUR113
million (UAH3.8 billion), net of VAT, for electricity supplied
during March-November 2020. This eroded DTEK Renewables' cash flow
from operations, which may weaken further if cash is trapped at
operating companies with project finance debt. Its rating case
assumes that DTEK Renewables will receive its owed amounts in
2021-2023.

Weakening Liquidity: At end-1H20, DTEK Renewables had cash of
UAH4.5 billion, including UAH3.8 billion (EUR127 million at
end-1H20 exchange rate) of the remaining green bonds proceeds
(mostly held in euros), which the company does not plan to use for
debt repayment.

For liquidity calculations, Fitch includes UAH 0.7 billion of cash
and UAH1.3 billion in DSRA and debt-service accounts (DSAs), which
represent restricted cash for bank debt repayment, against UAH1.9
billion of short-term debt to non-related parties. Fitch expects
short-term debt to related parties of UAH1.3 billion to be netted
from the proceeds of repayment of loans (UAH6 billion at end-1H20)
issued to related parties.

FX Exposure: DTEK Renewables remains exposed to FX fluctuations as
over 85% of its debt at end-1H20, which was mainly used to fund its
investment programme, was euro denominated. It generates revenue in
Ukrainian hryvnia, but tariffs are euro denominated and converted
quarterly by the local regulator at the current euro-hryvnia rate,
limiting the company's FX exposure. The company does not use any
hedging instruments, other than holding a portion of its cash in
euros.

New Projects on Hold: DTEK Renewables has put on hold construction
of 565MW of a wind power farm and 390MW of photovoltaic (PV) farms.
In its rating case, Fitch assumes the company will spend the
remaining EUR127 million of proceeds from green bonds on
construction of the PV farm in 2021, increasing its total installed
capacity by another 220MW by end-2022.

Small Size: Following completion of its projects in 2019, the
company operated a 500MW wind farm and a 450MW PV farm at end-2019.
While this increased its portfolio to 950MW from 210MW end-2018,
its portfolio remains smaller than that of most rated peers.
However, DTEK Renewables is one of the largest independent
producers of electricity from wind in Ukraine, with about 45% of
wind power capacity and 13% of the Ukrainian market for renewable
energy installed capacity at end-1H20.

DERIVATION SUMMARY

DTEK Renewables is one of the largest renewable energy producers in
Ukraine, and operates wind and solar power generating assets with a
capacity of 950MW. DTEK Renewables' closest peer is
Uzbekistan-based hydro power generator Uzbekhydroenergo JSC (UGE,
B+/Stable, Standalone Credit Profile (SCP) of 'b'), which is also
exposed to an evolving regulatory framework and risks associated
with the local operating environment. DTEK Renewables benefits from
stronger asset quality and long-term feed-in tariffs (FiTs) than
UGE, but has lower business scale and suffers from weaker payment
discipline.

The peer group in Kazakhstan includes JSC Samruk-Energy (BB/Stable,
SCP of 'b+') and Limited Liability Partnership Kazakhstan Utility
Systems (B+/Stable), which generate electricity mostly from coal
and benefit from partial integration into networks. Another peer is
Energo-Pro a.s. (BB-/Stable), a hydro producer in Bulgaria, Georgia
and Turkey, which sells electricity under FiTs and on the free
market, and benefits from more stable regulation than DTEK
Renewables and integration into networks.

DTEK Renewables has comparable profitability of operations to UGE,
and is more profitable than Samruk-Energy, Kazakhstan Utility
Systems and Energo-Pro. DTEK RES also has a weaker financial
profile than peers due to higher leverage and weaker liquidity.

KEY ASSUMPTIONS

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

  - Domestic GDP to shrink 6.5% in 2020, before growing 3.8% in
2021 and 3.5% from 2022; inflation at 3% in 2020 and 5.3%-5.7% in
2021-2024

  - Average euro/hryvnia exchange rate of 31.4 in 2020 and gradual
depreciation to 38.5 by 2024

  - Remaining eurobond proceeds of around EUR127 million to be
invested in new projects with a delay compared with the original
schedule

  - Around 50% receipt of due payments by the guaranteed buyer on
average in 2020 and 90% from 2021

  - Guaranteed buyer's outstanding debt repayment with a delay to
approved schedule

  - Zero dividends in 2020-2021 and of UAH4.5 billion annually over
2022-2024

  - Generation volumes under P75 assumption based on independent
reports or, if reports are unavailable, on management expectations

KEY RECOVERY RATING ASSUMPTIONS

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

  - A 10% administrative claim is assumed.

  - The assumptions cover the guarantor group only.

Going-Concern Approach

  - The going-concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level upon which Fitch
bases the valuation of the company.

  - The going-concern EBITDA is 20% below expected 2021 levels of
its power plants Orlovsk WPP, Pokrovsk SPP and Trifanovka SPP,
resulting in EBITDA of around EUR56 million.

  - Fitch assumes an enterprise value (EV) multiple of 3x.

  - These assumptions result in a recovery rate for the senior
unsecured debt at 'RR4'. The recovery output percentage is 39%.

ESG Considerations

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

RATING SENSITIVITIES

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

  - Liquidity ratio falling below 1x

  - Disruption of payments from guaranteed buyer and/or
non-repayment or significant delay of guaranteed buyer's
accumulated debt

  - Further downward revision of tariffs

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

  - A longer record of full and timely settlement of electricity
supplies by the guaranteed buyer and the resumption of outstanding
debt repayments to renewable energy producers by the guaranteed
buyer would lead to an IDR affirmation and a Stable Outlook.

  - As the ratings are on RWN Fitch does not anticipate an
upgrade.

SUMMARY OF FINANCIAL ADJUSTMENTS

Impairment of property, plant and equipment and intangible assets
were excluded from EBITDA.

Restricted cash of UAH73 million on escrow account was reclassified
to restricted cash from cash and cash equivalents.



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

CONVATEC GROUP: S&P Upgrades LT ICR to 'BB+', Outlook Positive
--------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
healthcare equipment manufacturer Convatec Group PLC to 'BB+' from
'BB'.

The positive outlook indicates that S&P could raise the rating in
the next 18-24 months if the group continues to strengthen its
financial metrics and finalizes its transformative program as
planned.

Convatec is making progress at improving its credit metrics and S&P
Global Ratings expect this to continue throughout 2020 and 2021.
S&P said, "We anticipate that S&P Global Ratings-adjusted debt to
EBITDA for 2020 will approach 2.5x from the 2.8x posted at the end
of 2019. During the next couple of years, the speed of deleveraging
will depend on merger and acquisition activity and the phasing
effect of the transformative plan but we expect Convatec to
gradually reduce its leverage. In our base case, we expect the
adjusted leverage ratio to stay close to or below 2.5x thanks to
the group's healthy cash flow generation and its prudent approach
to discretionary spending. For 2021, we expect the company to
report free operating cash flow (FOCF) of $200 million-$250
million. In terms of discretionary spending, we assume that annual
cash dividend payments will remain broadly stable at about $80
million-$100 million. Although the company may choose to carry out
bolt-on acquisitions, we exclude material merger and acquisition
spending from our base case. During the next 18-24 months, we
anticipate that Convatec will mainly focus on organic growth, and
on implementing its transformative initiatives."

The group's transformative plan is on track, which is expected to
dent profitability in the short term.   The plan was first
announced in February 2019 and implementation will take about three
years (2019-2021). The plan primarily focuses on:

-- Restructuring the group's commercial profile to implement a
more-consistent pricing structure, increase customer focus, and
make product launches more effective;

-- Implementing operational programs to support cost saving and
efficiency;

-- Reviewing business service activities to make back office
savings and improve the internal organization structure; and

-- Optimizing the portfolio to reduce noncore stock keeping units
(SKUs) and focus on high-growth and high-margin segments and
regions.

Although the transformative plan is on track, the company has
decided to rephrase some parts of the program in light of the
pandemic. The total investment in these initiatives was initially
estimated at about $150 million. It is now estimated approximately
$215 million, comprising:

-- $145 million-$155 million in operating expenses (largely for
commercial, marketing, and research and development activities);
and

-- $60 million-$65 million of capital expenditure.

Because of the pandemic, the company has already rephrased some of
its investments. S&P now expects it to spend about $75 million in
recurring transformative expenses in 2021, up from $12 million in
2019. It is expected to spend around $40 million-$45 million in
2020.

The pandemic is not significantly affecting Convatec's overall
performance, except for the pressure on the advance wound care
business.   As of September 2020, total revenue was $1.4 billion,
up 4.8% (constant currency rate). The growth was supported by
significant growth in infusion devices and continence and critical
care (CCC) division; the AWC business had reported a decline of
3.3% (at constant currency). AWC has mainly been impeded by the
significant drop in elective surgical volumes but care of chronic
wounds has also been affected.

During 2020, the company completed the disposal of its noncore
skincare business, which was part of the AWC division, for about
$30 million in cash proceeds. This business accounts for about $30
million in annual sales and had a track record of negative top-line
performance.

The decline in AWC have been more than offset by revenue growth in
the CCC and infusion device businesses. In particular, innovation
in infusion care prompted strong growth, combined with some
inventory stocking activities that should normalize over the next
couple of quarters. The performance in the CCC franchise (up 10% in
the first nine months of 2020) has been supported by critical care
products used in the hospitals due to COVID-19, and by the good
progress within the U.S. market for the continence products.

For 2020, Convatec confirmed its guidance of constant currency
revenue growth at the higher end of the 2.0%-3.5% range, and that
the company's adjusted EBIT margin would be 18.5%-19.0%. Longer
term, the company aims to achieve sustainable annual organic
revenue growth of around 4%, in line with growth expectations for
the overall industry.

S&P said, "We could upgrade the company during the next 18-24
months if it demonstrates a record of maintaining adjusted debt to
EBITDA of 2.5x-2.0x, and also sustaining profitable growth and
recurring cash flow generation. An upgrade would also depend on the
company finalizing the transformative program, in line with current
plans.

"We could consider revising the outlook to stable if we see a
deterioration in credit metrics and in FOCF generation, causing
debt to EBITDA to approach 3.0x on a sustainable basis. This
scenario could derive, for example, from operating inefficiencies
and higher costs resulting from the implementation of the
transformative plan, or if the financial policy becomes more
aggressive than currently anticipated."

COUNTRYWIDE PLC: Explores Options as Executive Chair Steps Down
---------------------------------------------------------------
George Hammond at The Financial Times reports that Countrywide has
parted ways with its executive chairman after shareholders rejected
a private equity rescue deal for the struggling high street estate
agent.

Peter Long, who has led the company since January 2018, stepped
down on Nov. 24 after a proposed package he had negotiated with
private equity firm Alchemy Partners was rebuffed by shareholders,
the FT relates.

Countrywide has appointed the former boss of William Hill, Philip
Bowcock, as interim chief executive, as it attempts to arrest a
years-long decline, the FT discloses.

Countrywide's valuation has plummeted in recent years, as
traditional high street estate agents have contended with growing
online competition and shrinking commissions, the FT states.

A quartet of profit warnings and an emergency rights issue in 2018
accelerated a decline in the share price that had been under way
since 2015, the FT recounts.  In little over five years it has
fallen more than 98%, the FT notes.

In October, shareholder Alchemy Partners launched a takeover bid
which valued the company at GBP1.35 a share, with their proposal
also including a GBP90 million cash injection, the FT relays.  But
other investors rebuffed the approach, according to the FT.

Countrywide, as cited by the FT, said it is now exploring three
options: a cash call from existing shareholders, an improved offer
from Alchemy and a separate proposal, from rival estate agent
Connells, which was made earlier this month.

Connells' all-cash offer values Countrywide at GBP2.50 a share, or
around GBP80 million, the FT states.

Last month Countrywide announced a pre-tax loss of GBP44 million
for the six months to June 30, the FT discloses.


DEBENHAMS PLC: In Exclusive Talks w/ JD Over Rescue Deal
--------------------------------------------------------
Hannah Baker at BusinessLive reports that sportswear retailer JD is
reportedly in "exclusive" talks with Debenhams over a deal to
rescue the beleaguered department store chain from administration,
potentially saving thousands of jobs in the run-up to Christmas.

JD Sports is in discussions to buy up the whole of the 232-year-old
business which includes 12,000 staff and 124 shops, BusinessLive
relays, citing a report in The Times.

It is understood that JD is engaging with Debenhams' administrators
FRP and its advisers, Lazard, BusinessLive states.  However,
sources in The Times said the talks could still falter,
BusinessLive notes.

The news comes just a few weeks after billionaire retail tycoon
Mike Ashley was priced out of a deal to buy the department store
chain, BusinessLive relates.  Mr. Ashley reportedly failed to match
the GBP300 million Debenhams' advisers were asking for,
BusinessLive discloses.

According to BusinessLive, if Debenhams is unable to find a buyer,
the historic retailer could fall into liquidation.  

In April, the department store collapsed into administration for
the second time in 12 months, BusinessLive recounts.  The chain
appointed Lazard in the summer to help it explore options for its
future, including a search for a new owner, BusinessLive relays.


GLOBAL UNIVERSITY: S&P Cuts Ratings to B- on Governance Shortfalls
------------------------------------------------------------------
S&P Global Ratings lowered its ratings on Global University Systems
(GUS) and its senior secured debt to ' B-' from 'B', to reflect the
change in its governance assessment, and assigned a negative
outlook to account for the potential operational risks.

S&P Global Ratings has revised down its assessment of GUS'
management and governance to weak.

S&P said, "We analyzed GUS' governance practices in the context of
our methodology' management and governance framework and have
determined that GUS' practices appear weakened. We have now seen a
track record of shortfalls which, in our view, increases event
risks." These include:

-- The fact that GUS cannot commit to provide audited accounts for
the fiscal year ending Nov. 30, 2020, by March of the following
year, as it has done over the last few years. This substantially
reduces our visibility over its performance at a time when
operations are under pressure from the pandemic, especially given
the travel restrictions in most locations globally.

-- The lack of continuity in the senior financial team: in the
past four years, GUS has had three different group finance
directors (GFDs) and the chief financial officer (CFO) role, which
was created only in 2019, has been vacant for about half of 2020,
after the previous appointee left earlier this year. A new CFO was
appointed last week;

-- S&P's view of weak oversight and scrutiny of key enterprise
risks from the board of directors, which includes only four
members, including the founder and executive chairman, and only two
independent nonexecutives. Neither GUS'; CFO nor its GFDs have ever
been part of the board; and

-- The misalignment of interests as the chairman and CEO of GUS
has an equity interest in GUS and is also a board member.

S&P understands that GUS is currently taking steps to address some
of these issues and we will revisit them as part of its annual
surveillance.

GUS'; Academic and Professional segments will show medium-term
resilience, despite the pandemic, although the increase in deferral
requests will result in significantly negative FOCF in 2020.  GUS
has successfully transitioned its directly managed
courses--excluding those which require the students'; physical
presence, such as medicine--to a hybrid approach. Students can
choose between on-campus or online learning, which increases the
attractiveness of GUS'; courses. The segments'; topline has also
been supported by the consolidation of the acquisitions closed in
2019, which substantially increased the student base. As a result,
S&P believes that GUS is relatively well-positioned to handle
periodic lockdowns and social distancing, with no interruption of
service. We expect the Academic and Professional segments to
deliver about 45%-50% growth in revenue in the 12 months ending
Nov. 30, 2020 (FY2020), up to GBP400 million-GBP450 million. We
also believe modest organic growth and the contribution of the
future acquisitions should be able to drive business expansion over
the medium term.

However, more students than usual have asked to defer their course
start date in the first half of the fiscal year because of mobility
restrictions in various geographies, possible delays in obtaining
student visas, and limitations to on-campus activities amid the
pandemic. These deferrals contributed, together with an expansion
in revenue, to a substantial increase in trade receivables, up to
GBP294 million in September 2020, and ultimately, to the expansion
of GUS'; working capital. S&P said, "We could see a partial
unwinding of this position in October 2020 as some of those who
deferred earlier started their courses and paid their tuition fees,
and we expect this movement to continue in November. However, this
will not be sufficient, in our view, to reverse the negative trend
and we forecast GUS'; will report FOCF this year of -GBP30 million
to -GBP90 million. We conclude, however, that GUS has adequate cash
resources to absorb these potential losses. In addition, in line
with the sector, we also believe that some students could drop out
during their deferral period, ultimately leading to a receivables
write-off."

A significant contraction in recruitment services revenue and
limited cost-cutting will affect group profitability in 2020.  GUS'
recruitment business--through which GUS recruits students on behalf
of other universities in exchange for a share of the tuition
fees--will likely be substantially affected by travel restrictions.
S&P said, "Pandemic-related uncertainties and the requirement that
foreign students attend in-person classes to maintain their visas,
as required, for example, by the U.S. authorities until July 2020,
will see the number of students recruited in FY2020 drop
significantly, which could have ongoing repercussions. Therefore,
we do not expect an immediate rebound to pre-COVID levels in 2021."
While relatively small in revenue terms--less than one-third of
total revenue in 2019--recruitment is highly lucrative. Revenue
could contract by about 50%-70% in FY2020, to about GBP30
million-GBP40 million. As a result of this--plus limited cost
cutting during the first three quarters--we foresee a hit to GUS';
overall profitability, with its adjusted EBITDA margin dropping to
29% in 2020 from 36% in 2019.

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

-- Health and safety
-- Transparency

The negative outlook indicates there is a one-in-three possibility
of a downgrade in the next 12 months, reflecting ongoing pressure
on GUS'; FOCF generation and profitability as students keep
deferring their course dates, which would lead to some contraction
in the recruitment business. It also reflects shortfalls in GUS';
governance standards, as explained above.

S&P said, "We could lower the ratings on GUS if it reported
persistently negative FOCF that could lead to increased leverage
and raise concerns about the sustainability of the capital
structure.

"We could also lower the rating on GUS if we conclude its
governance framework raised event risk or if its financial
transparency diminished.

"We could consider revising the outlook to stable if GUS reports
positive and growing FOCF over the medium term. A stable outlook
would also hinge on greater financial transparency, as demonstrated
by the release of an audited set of accounts with no material
qualification. We could also revise the outlook if GUS showed
significant steps and consistent track record of addressing its
governance issues described above."


JAGUAR LAND: Fitch Affirms B LT IDR, Outlook Negative
-----------------------------------------------------
Fitch Ratings has affirmed Jaguar Land Rover Automotive plc's (JLR)
Long-Term Issuer Default Rating and senior unsecured ratings at
'B'. The Outlook is Negative.

The affirmation reflects JLR's better than expected cashflow
performance during the pandemic, due to good stock management and
operating cost measures resulting in an EBITDA margin of about 10%
for 2QFY21. JLR's Standalone Credit Profile (SCP) of 'b' reflects
Fitch's view that the recovery in demand in JLR's end markets due
to the COVID-19 pandemic remains uncertain.

Production risks relating to COVID-19 have substantially reduced
and free cash flow (FCF) in 1HFY21 (April to September) was better
than Fitch expected at negative GBP1.2 billion. However, the
Negative Outlook reflects the uncertainty regarding positive cash
flow generation in 2HFY21, particularly as the company still faces
tightening emissions regulations, the potential for supply chain
disruption from Brexit as well as WTO related tariffs being imposed
on exports.

The rating also reflects Fitch's assessment of the moderate linkage
between JLR and its 100% parent Tata Motors Limited (TML) and its
assessment that TML's credit profile is weaker than JLR's.

KEY RATING DRIVERS

Substantially Reduced Volumes: Fitch expects JLR's volumes and
revenue to fall by 16% in FY21 as the company's key markets have
been substantially affected by lockdowns. Annual retail volumes in
FY20 fell 12% to just under 510,000. Retail volumes in fiscal year
to date 2QFY21 were down 27% year on year reflecting factory and
dealership closures and limited deliveries during lockdown. Fitch
believes global auto sales will fall by around 20% in 2020 as a
result of the pandemic.

Improved FCF: JLR's cumulative FCF in 1HFY21 was better than
Fitch's expectations at negative GBP1.2 billion, compared with
Fitch's previous forecast of negative GBP2 billion, driven by the
substantial reduction in operating costs. JLR's working capital
profile improved substantially in 2Q with a working capital inflow
of GBP740 million. This followed a GBP1.1 billion outflow in 1Q.
Fitch expects FCF to remain negative in FY21 and FY22 but to
gradually improve towards breakeven in FY23, supported by stronger
underlying funds from operations (FFO) in FY22 and FY23 and further
release in working capital.

Operating Costs Limited: JLR took immediate action to reduce its
exposure to coronavirus, including suspending production at its
factories and furloughing staff with the support of the UK
government. Fitch believes government support measures such as the
furlough scheme have reduced both operating costs and cash outflow.
Fitch expects JLR to continue its cost-cutting exercise to support
unit margins and to limit dealer stocks to contain working
capital.

Capex Rolled Back: Fitch expects JLR's capex programme for FY21 to
be reduced to GBP2.5 billion as non-essential projects are stopped
or delayed. However, Fitch expects new product development to
continue as it believes this is crucial to ensure new models reach
the market according to current timelines. Investment will also
support the development of new facilities relating to electric
propulsion. JLR has now launched plug-in and mild hybrid versions
of most of its SUV and saloon offerings to help the company meet
its fuel emission target. Fitch expects capex to rise to around
GBP3 billion in FY22.

Parent-Subsidiary Linkage: JLR's 'B' IDR reflects its assessment of
its 100% parent's credit quality and of moderate linkages between
the two entities. TML has a weaker credit profile than JLR, and
apart from the restricted payment covenants within the UK Export
Finance debt facility, there are no other major restrictions that
would limit TML's ability to extract cash from JLR.

Effect from ESG Factor: JLR has an ESG Relevance Score of 4 for GHG
Emissions & Air Quality. It faces stringent CO2 emissions targets,
particularly in Europe. This is expected to remain a challenge for
JLR as its product portfolio is weighted towards larger, less
fuel-efficient SUVs. In Europe, JLR has warned that it may miss its
CO2 target for 2020 and according to current sales projections
estimates that the potential fine will be around GBP90 million.

The company is optimistic that it will meet emissions targets for
2021 as it will offer electrified powertrain options on all new
models from 2020. However, uncertainties regarding electric vehicle
penetration and a decline in diesel sales in Europe pose a risk to
meeting these emissions targets.

DERIVATION SUMMARY

JLR competes in the premium car segment with Daimler AG's Mercedes
(BBB+/Stable), BMW AG and Volkswagen AG (BBB+/Stable), notably VW's
Audi brand. JLR is much smaller than its German peers and has a
more limited product portfolio. This limits JLR's economies of
scale and means that the required capex to launch new models and
meet emissions targets represents a greater share of revenue than
larger peers. JLR's production is also more concentrated than
peers, and despite the opening of the manufacturing facility in
Slovakia, the majority of production is still in the UK.

JLR's weak profitability and cash flow generation will be
negatively impacted by the pandemic, but Fitch expects a reduction
in capex and cost-cutting measures to offset some of this impact.
Fitch forecasts both JLR and Renault S.A. (BB/Negative) to have a
negative EBIT margin in FY21 and 2020 respectively. After an
increase in FFO net leverage to 1.5x in FY21, Fitch forecasts JLR's
FFO net leverage to decline to 1.3x in FY22. This is in-line with
higher rated Fiat Chrysler Automobiles N.V. (BBB-/Stable) where
Fitch forecasts FFO net leverage to increase to 1.6x in 2020 before
falling to 1.1x in 2021.

KEY ASSUMPTIONS

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

  - Revenue to decline by around 16% in FY21, driven by lower sales
volumes, before recovering in FY22 to grow around 10%

  - EBIT margin to turn negative in FY21 before recovering to be
slightly positive in FY22

  - Capex of GBP2.5 billion in FY21, increasing to GBP3.0 billion
in FY22

  - No dividend payment in FY21 and FY22

Recovery Assumptions

  - Fitch uses a going-concern approach as Fitch believes creditors
are likely to maximise their recoveries by restructuring JLR or
selling it as a going-concern as opposed to liquidation

  - Fitch has applied a going-concern EBITDA of around GBP1.15
billion, which is Fitch's view of a sustainable,
post-reorganisation EBITDA level

  - A distressed multiple of 4x is used, which is in line with that
of other auto peers

  - Based on the principal waterfall whereby JLR's GBP110 million
fleet financing facility ranks senior to the unsecured revolving
credit facility, unsecured bonds and other unsecured debt (which
are pari passu), and after a 10% deduction for administrative
claims, its analysis generates a ranked recovery of 'RR4' (43%),
indicating a rating of 'B' for the senior unsecured debt

RATING SENSITIVITIES

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

  - The Outlook could be revised to Stable if JLR demonstrates
positive cash flow in 2QFY21-4QFY21

  - FCF margin positive for FY22 and beyond

  - Operating margin above 1% on a sustained basis

  - Improvement of TML's credit profile or weakening of the linkage
between JLR and TML

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

  - Shutdown of operations extended as a result of further
government lockdown

  - Recovery in the FCF does not materialise over the next 12
months

  - Deterioration of TML's credit profile

LIQUIDITY AND DEBT STRUCTURE

Stabilising Liquidity: At end-September 2020, JLR reported around
GBP3 billion of cash and short-term investments and committed
undrawn facilities of GBP1.94 billion maturing in 2022. Short-term
maturities consist of GBP125 million of loan amortisations, a
GBP300 million bond maturing in January 2021, a GBP110 million
fleet buyback facility maturing in December 2020 and GBP81 million
of receivables financing.

Liquidity was supported by the positive FCF in 2QFY21 and agreement
of a three year, RMB5 billion syndicated revolving loan facility
relating to its Chinese operations, which is subject to annual
review. In October 2020, the company further supported its
liquidity through the issuance of a USD700 million bond maturing in
2025 with a 7.75% interest rate.

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

JLR has a moderate linkage to its 100% owner TML.

ESG CONSIDERATIONS

Jaguar Land Rover Automotive plc: GHG Emissions & Air Quality: 4

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.

LEON: Mulls Company Voluntary Arrangement to Cut Rent Bill
----------------------------------------------------------
Dominic Walsh and Louisa Clarence-Smith at The Times report that a
restaurant chain co-founded by the prime minister's adviser on food
issues is considering using a controversial insolvency procedure to
cut its rent bill.

Leon, the self-styled "naturally fast food" chain, was launched in
2004 by Henry Dimbleby, an adviser to Boris Johnson and former Bain
& Company consultant, in partnership with John Vincent, who remains
chief executive, and the chef Allegra McEvedy, The Times
discloses.

The chain appointed the consultancy Quantuma in June to advise it
on seeking new rent terms from its landlords in the light of the
coronavirus pandemic, but following England's second national
lockdown may now deploy a company voluntary arrangement to do so,
The Times relates.



LERNEN BIDCO: S&P Downgrades ICR to 'CCC+' on High Leverage
-----------------------------------------------------------
S&P Global Ratings lowered the long-term issuer credit rating on
Lernen Bidco Ltd. (parent of Cognita), and the issue rating on its
existing senior secured debt, to 'CCC+' from 'B-'.

The fallout from the COVID-19 pandemic will extend beyond FY2020
because of the lower EBITDA contribution from expat students.

S&P now believes the effects of COVID-19-related disruptions to
Cognita will last longer than we previously expected. The group's
opening enrolment (excluding recently purchased schools) for FY2021
is about 3% lower than the previous year. The drop in enrolment is
concentrated toward expat schools, which have been hardest hit by
the international travel restrictions. S&P understands that this
shortfall will reduce Cognita's EBITDA by about GBP20 million in
2021 (representing about 15%-20% of the group's pre-pandemic EBITDA
base). Although the reduction in expat students is expected to be a
temporary dip, it is not yet clear when these students will
return.

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.

S&P said, "Cognita entered the health care crisis with a highly
leveraged capital structure, and we forecast the group's credit
metrics will be weaker for longer.  At the start of the pandemic,
Cognita already had relatively high S&P Global Ratings-adjusted
leverage of 8.0x resulting from a sizable debt taken on when the
current owners acquired the business for an enterprise value the
GBP2 billion in October 2018. This high leverage, combined with our
forecast of lower EBITDA contribution from expat students and
negative free operating cash flow (FOCF) in the next two years,
pressures the group's capital structure in the medium term. We
calculate Cognita's debt to EBITDA at about 11.0x in 2021 and about
9.0x in 2022 compared with our previous expectation of below 8.0x
in both these years. In our view, the group's expected leverage and
cash flow generation for the next two years is weaker than some of
its rated peers. We believe that Cognita will depend on favorable
business development (including strong uptake in the new builds
when they become operational) to maintain a sustainable capital
structure."

Cognita should have enough liquidity available to meet its
operational needs and financing costs, as well as development
capital expenditure (capex).  Cognita decided to reduce development
capex in 2020 and subsequent years in response to the uncertainty
around the timing of recovery from the pandemic. While it will
continue to invest in its strategic assets in Dubai, Vietnam, and
Hong Kong, the overall development capex for the next two years is
about GBP100 million-GBP120 million. Management and the owners have
reduced the development capex by about GBP60 million-GBP80 million
since the beginning of the pandemic.

So far in FY2021, private school operators aren't offering the
level of fee discounting witnessed during the first wave of
lockdowns. This is because schools are reopened and parents have
responded positively to the quality of online education. Pricing
discipline among private school operators reduces pressure on
Cognita to provide such discounts. As of Nov. 11, 2020, S&P
understands that about 77 out of the group's 79 schools were open.
Cognita's fee collection trend for the first term of FY2021 is in
line with historical trends, with limited evidence of discounting
compared with GBP30 million of fee reductions that it provided in
FY2020.

Cognita's GBP200 million liquidity buffer, comprising cash and an
undrawn revolving credit facility (RCF), will be sufficient to meet
the upcoming liquidity needs.  The group is owned by a consortium
of long-term investment holding companies led by Jacobs Holding.
Since the initial equity investment in October 2018, the owners
have brought in additional equity of GBP115 million to finance
acquisitions and developmental capex. S&P said, "We view positively
the consortium's significant equity investment commitment in the
group. However, given the adequate liquidity, we do not believe the
owners will need to materially address the group's capital
structure in the near term. We understand the consortium will
support Cognita through equity-funded acquisitions, but, in our
view, the likelihood of such acquisitions to materially reduce the
group's leverage is limited."

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

-- Health and safety

The stable outlook reflects S&P's view of a limited likelihood of
any potential debt restructuring over the next 12 months given
Cognita's adequate liquidity profile, the revenue visibility
provided by the opening enrolments, and likely supports from the
shareholders who hold more than GBP1.0 billion equity in the
business.

S&P could lower the rating on Cognita if:

-- S&P considers events such as debt restructuring, interest
deferrals, distressed debt exchange, or default as likely within
the next 12 months;

-- S&P assesses the group's business profile as impaired on
account of:

    --A permanent drop in the enrolment levels in key markets like
Singapore and Vietnam rather than our current assumption of a
temporary dip;

    --Low uptick in capacity utilization with its new development
projects (particularly Dubai), or

    --Failure to improve margins.

-- Shareholders appear reluctant to bring in fresh equity when
necessary; or

-- Liquidity is weakened such that we expect a material shortfall
to meet its upcoming needs, or we expect a covenant breach.

S&P considers any rating upside as unlikely within the next 12
months, due to high levels of leverage for the medium term.
However, S&P could upgrade Cognita if:

-- Shareholders were to undertake material equity funded
acquisitions that improve the sustainability of the capital
structure (including an improvement in the free operating cash flow
of the group);

-- The effects of the disruptions caused by COVID-19 subside
faster than our current base case, reflected in improved enrolment
levels (particularly in the expat schools), higher capacity
utilization, and material margin strengthening.

-- It reduces its adjusted leverage toward 8x, while EBITDA
interest coverage improves to 1.8x; and

-- There is a sustained period of positive FOCF, excluding the
development capex.


NETWORK DIRECT: Rival Rescues Business Out of Administration
------------------------------------------------------------
Rachel Mortimer at FT Adviser reports that Network Direct has
entered administration under the "ever-mounting" cost of
professional indemnity insurance but its advisers have been thrown
a lifeline by a rival.

On Nov. 23, new-entrant network Adviser Services Holdings Limited
confirmed it had acquired the future trade of the business,
providing a degree of certainty to its 100 advisers and their
clients, FT Adviser relates.

Adviser Services Holdings, which launched in May 2019, said the
deal offered a "pragmatic solution that delivers continuity for
everyone" and which would include support on income novation and
re-authorization for advisers, FT Adviser notes.

According to FT Adviser, a spokesperson for Harwood Wealth
Management, which owns Network Direct, said the network was placed
into administration "due to the impact of a combination of the
continued weakness in investment markets, together with the
ever-mounting cost of securing professional indemnity insurance."



                           *********


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.

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