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

                          E U R O P E

          Tuesday, December 1, 2020, Vol. 21, No. 240

                           Headlines



G E O R G I A

HALYK BANK: Fitch Affirms 'BB' IDR; Alters Outlook to Stable
[*] Fitch Affirms B+ LT IDR on Basisbank & Terabank


G E R M A N Y

SAFARI BETEILIGUNGS: S&P Upgrades ICR to CCC+, Outlook Stable
WIRECARD AG: Deutsche Bank Accounting Head Faces Probe Over Audit


G R E E C E

PUBLIC POWER: S&P Raises ICR to 'B', Outlook Stable


I R E L A N D

ARBOUR CLO III: Fitch Upgrades Class F-R Notes to Bsf
SMURFIT KAPPA: Moody's Affirms Ba1 CFR; Alters Outlook to Positive
SMURFIT KAPPA: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
TORO EUROPEAN 7: Moody's Rates EUR7.450MM Class F Notes (P)B3(sf)
TORO EUROPEAN 7: S&P Assigns Prelim B- (sf) Rating on Cl. F Notes



I T A L Y

ILLIMITY BANK: Fitch Publishes B+ IDR, Outlook Stable
SESTANTE FINANCE 4: S&P Raises Class A2 Notes Rating to BB(sf)


L U X E M B O U R G

IREL BIDCO: S&P Affirms B+ Long-Term ICR, Outlook Stable
KIWI VFS I: Moody's Downgrades CFR to B3, Outlook Negative


N E T H E R L A N D S

JUBILEE CLO 2014-XI: S&P Affirms B- (sf) Rating on Class F-R Notes
JUBILEE CLO 2015-XV: S&P Cuts Class E Notes Rating to 'BB- (sf)'


R U S S I A

FG BCS: S&P Alters Outlook to Positive, Affirms 'B/B' ICRs


S P A I N

BANCO DE CREDITO: S&P Assigns 'BB/B' ICR, Outlook Stable
CELLNEX TELECOM: S&P Assigns BB+ Long-Term ICR, Outlook Stable
HAYA REAL ESTATE: S&P Cuts ICR to 'SD' on Distressed Debt Exchange
MADRID RMBS I: Moody's Upgrades EUR75MM Class C Notes to Ba1


S W I T Z E R L A N D

ILIM TIMBER: Moody's Affirms B2 CFR; Alters Outlook to Stable


T U R K E Y

ISTANBUL METROPOLITAN: Fitch Rates USD Bond Issuance BB-(EXP)


U N I T E D   K I N G D O M

ARCADIA GROUP: Break-up of Retail Empire "Only Way" Forward
ARCADIA GROUP: Topshop Ex-Boss Says Collapse "Inevitable"
ARCADIA GROUP: Turns Down Fraser's GBP50MM Lifeline Loan Offer
CAFFE NERO: Issa Brothers Launch Takeover Bid for Business
CAPITA PLC: In Talks to Sell Education Business to Cut Debt

CATALYST HEALTHCARE: S&P Affirms BB+ Rating, Outlook Now Stable
CINEWORLD GROUP: S&P Cuts ICR to 'SD' on Distressed Debt Issuance
CINEWORLD GROUP: S&P Raises ICR to 'CCC' Following Debt Issuance

                           - - - - -


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

HALYK BANK: Fitch Affirms 'BB' IDR; Alters Outlook to Stable
------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of JSC Basisbank and JSC Terabank at 'B+'. The Outlooks are
Negative. Fitch has also affirmed the support-driven IDRs of Halyk
Bank Georgia (HBG) at 'BB' and revised the Outlook to Stable from
Negative.

KEY RATING DRIVERS

IDRS

The IDRs of Basis and Tera are driven by banks' standalone
profiles. The Negative Outlooks reflect Fitch's view of the
negative implications of the pandemic on Georgia's small open
economy, which could result in further asset quality deterioration
at banks and earnings pressure from potential higher loan
impairment charges (LICs). Fitch forecasts Georgian real GDP to
contract by 4.8% this year, to be followed by a rapid recovery and
4.5% growth in 2021.

HBG's IDRs are driven by potential support from its parent bank,
Kazakh JSC Halyk Bank (HBK, BB+/Stable). The revision of the
Outlook on HBG's IDR mirrors the rating action on HBK.

Fitch believes that HBK has a high propensity to support its
Georgian subsidiary, given full ownership, low cost of support due
to HBG's small relative size, common branding and negative
implications for HBK's franchise and funding in Kazakhstan and CIS
in case of the subsidiary's default. Cross border nature of
relationships and moderate role in the group constrain its support
assessment.

VIABILITY RATINGS (VRs)

The VRs of all the banks capture their reasonable financial metrics
and only moderate deterioration of asset quality, earnings and
capital to date. In March 2020, Georgian banks granted three-month
grace periods on loan repayments to all individuals and corporates
from sectors most affected by the health crisis, which were
selectively extended in June for another three months. Fitch
believes that the performance of these borrowers as well as loans
currently classified as Stage 2 would be key for banks' performance
as these loans season in a challenging environment.

The VRs of all banks also reflect sizeable balance sheet
concentrations (top 25 groups of borrowers accounted for 1.6x-1.7x
Fitch core capital; FCC), heightened risk appetite as captured by
significant lending dollarisation (ranging from 58% to 76%),
franchise limitations and exposure to the high-risk Georgian
operating environment. Exposure of banks to cyclical and vulnerable
to the pandemic sectors (tourism, hotels, construction and real
estate) is high across the board (26%-35% of gross loans).

Basis

The share of impaired loans (Stage 3 under IFRS) increased to 6.8%
at end-3Q20 from 5.4% at end-2019, driven by the pandemic outbreak.
Stage 2 loans amounted to a further 12.5%. Coverage of impaired
exposures by specific loan loss allowances (LLAs) was only moderate
(19%), reflecting reliance on hard collateral. At the same time the
share of impaired loans net of total LLAs was a low 16% of FCC at
end-3Q20.

The bank's profitability weakened as a result of lower economic
activity and higher LICs. The ratio of operating profit to
regulatory risk-weighted assets (RWA) declined to 1.5% in 9M20
(annualised) from 2.9% in 2019, while cost of risk surged to 1.1%
from 0.1%. Pre-impairment profitability was pressured by narrowing
margins and lower credit growth. Pre-impairment profit declined to
3.2% of average loans in 9M20 (2019: 4.2%), but Fitch expects it to
improve amid the recovering economic activity.

Capitalisation is a rating strength of Basis. The FCC to regulatory
RWA ratio was a healthy 19.7% at end-3Q20, supported by moderate
credit growth and internal capital generation. Regulatory capital
ratios in 2020 were hit by pre-emptive provisions created by banks
in 1Q20, as instructed by the National Bank of Georgia (NBG; about
3% of gross loans for Basis). As a result, the bank's common equity
Tier 1 (CET1) ratio declined to 15.1% at end-3Q20 from 16.8% at
end-2019. The regulator simultaneously reduced capital buffers, so
that headroom above the minimum requirements remained reasonable,
thus Basis's lowest headroom (for the total CAR) was 500bp at
end-3Q20. Basis has already rebuilt its capital buffers in 2Q and
3Q20 to levels sufficient to be compliant with pre-pandemic
prudential requirements.

Basis is mainly funded by customer deposits (52% of end-3Q20
liabilities), which have been broadly stable despite the outbreak
of the health crisis. Non-deposit funding is also significant and
includes loans from international financial institutions (IFIs;
30%) and interbank borrowings (15%, mostly repo with NBG). Fitch
believes that refinancing risks are manageable. Liquidity position
is healthy - at end-3Q20 the cushion of high liquid assets (cash,
NBG placements net of obligatory reserves, short-term interbank and
unencumbered securities eligible for repo) made up 18% of assets,
covering 42% of deposits.

Tera

Impaired loans declined to 3.9% of gross loans at end-3Q20 from
6.2% at end-2019 due to write-offs in the legacy gold-pawn
portfolio, which contracted to 2% of gross loans. Coverage of
impaired exposures by specific LLAs was a reasonable 39%. Stage 2
loans increased to 17% of gross loans from 3% in the same period
(mainly in SME and micro lending), 11% covered by specific LLAs. At
the same impaired loans were fully covered by total LLAs.

Pre-impairment profit was resilient at 3.2% of average loans in
9M20 but almost entirely consumed by increased LICs equal to 2.8%
of average loans (adjusting for write-offs of a large gold-pawn
loan). This resulted in operating profit to regulatory RWA ratio of
marginally above zero in 9M20, down from 2.5% in 2019.

The ratio of FCC to regulatory RWA declined to 13.1% at end-9M20
from 15.1% at end-2019 driven by resumed loan growth in 3Q20 amid
lari devaluation and weak internal capital generation. The
regulatory CET1 ratio declined to 9.6% at end-3Q20 from 12.9% at
end-2019 due to higher LICs in regulatory accounts (4% of average
gross loans with majority created upfront in 1Q20 by request from
the NBG). The lowest headroom above the reduced requirements (for
Tier 1 ratio) was a reasonable 210bp.

Tera is primarily funded by customer deposits (75% of end-3Q20
liabilities). Other funding sources include loans from IFIs (9%),
repo with the NBG (7%) and subordinated debt (6%). Refinancing
risks appear manageable in light of moderate upcoming wholesale
funding maturities (4% of liabilities in the next 12 months). The
bank's liquidity buffer covered a reasonable 17% of customer
accounts at end-3Q20.

HBG

Impaired loans increased to 13.7% at end-3Q20 from 10.2% at
end-2019. The share of Stage 2 loans rose to 6.5% from 3.4% in the
same period. Coverage of Stage 2 and Stage 3 loans by specific LLAs
was the lowest among Fitch-rated banks in Georgia (0.7% and 8.3%,
respectively) as the bank relies on collateral. Coverage of
impaired loans by total LLAs was a low 30%. In regulatory accounts,
non-performing loans were fully covered by LLAs (in line with
sector average) due to stricter provisioning requirements compared
with IFRS.

In 9M20, HBG's operating profit to regulatory RWA ratio fell to
marginally below zero from 2.4% in 2019, given increased LICs (3.5%
of average loans). Pre-impairment profit was good at 3.5% of
average loans in 9M20 (annualised) supported by lower funding costs
and improved efficiency compared with 2019 but insufficient to
cover increased impairments.

The bank's FCC was a high 19% of regulatory RWA at end-3Q20; down
from 22% at end-2019 due to devaluation-driven inflation of RWA and
weak capital generation. Capitalisation is undermined by an
elevated amount of unreserved impaired loans (41% of FCC at
end-3Q20). The regulatory CET1 ratio declined to 14.6% at end-3Q20
from 19.3% at end-2019 because of the upfront provisioning of loans
in local accounts in 1Q20 but remains compliant with pre-pandemic
prudential requirements.

HBG is primarily funded by its parent bank (68% of liabilities),
while customer deposits represent only 30% of liabilities and are
mainly attracted from corporates. HBG's standalone liquidity
position was moderate with liquid assets sufficient to cover 44% of
customer accounts at end-3Q20. Positively, HBG's liquidity position
benefits from support provided by the parent bank.

SUPPORT RATINGS AND SUPPORT RATING FLOORS

Basis's and Tera's Support Rating of '5' and Support Rating Floor
of 'No Floor' reflect the two banks' limited systemic importance,
and consequently Fitch's view that state support cannot be relied
upon. Potential support from the private shareholders is also not
factored into the ratings, as it cannot be reliably assessed.

HBG's Support Rating of '3' reflects moderate probability of
support from HBK. The one-notch difference between the Long-Term
IDRs of HBK and HBG reflects the cross-border nature of the
parent-subsidiary relationship and the limited role of the Georgian
subsidiary in the group and its modest contribution to the group's
performance.

RATING SENSITIVITIES

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

Basis's ratings could be downgraded if the health crisis results in
asset quality deterioration to an extent that unreserved impaired
loans exceed 0.5x FCC and capital metrics erode so that regulatory
ratios are only marginally above the prudential requirements.

Tera's ratings could be downgraded if further asset quality
pressures result in the FCC ratio falling below 10% or the
regulatory ratios becoming only marginally above prudential
requirements.

HBG's IDR and Support Rating could be downgraded if HBK's ratings
are downgraded or in case of a significant weakening of the
parent's propensity to provide support (not expected by Fitch at
present). The bank's VR could be downgraded if asset quality
deterioration results in impaired loans ratio increasing above 20%,
pressuring the bank's profitability and capitalisation.

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

The Negative Outlooks on Basis and Tera could be revised to Stable
if the Georgian economy stabilises and banks are able to withstand
pressures on asset quality, profitability and capital metrics.

Current prospects of an upgrade for the ratings of Basis, Tera and
the VR of HBG are limited and would require notable improvements in
their franchises and financial metrics, as well as reduction of
risk appetites.

HBG's IDR would likely be upgraded if the parent's IDR is
upgraded.

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

HBG's IDR and Support Rating are linked to HBK's IDR.

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.

[*] Fitch Affirms B+ LT IDR on Basisbank & Terabank
---------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of JSC Basisbank and JSC Terabank at 'B+'. The Outlooks are
Negative. Fitch has also affirmed the support-driven IDRs of Halyk
Bank Georgia (HBG) at 'BB' and revised the Outlook to Stable from
Negative.

KEY RATING DRIVERS

IDRS

The IDRs of Basis and Tera are driven by banks' standalone
profiles. The Negative Outlooks reflect Fitch's view of the
negative implications of the pandemic on Georgia's small open
economy, which could result in further asset quality deterioration
at banks and earnings pressure from potential higher loan
impairment charges (LICs). Fitch forecasts Georgian real GDP to
contract by 4.8% this year, to be followed by a rapid recovery and
4.5% growth in 2021.

HBG's IDRs are driven by potential support from its parent bank,
Kazakh JSC Halyk Bank (HBK, BB+/Stable). The revision of the
Outlook on HBG's IDR mirrors the rating action on HBK.

Fitch believes that HBK has a high propensity to support its
Georgian subsidiary, given full ownership, low cost of support due
to HBG's small relative size, common branding and negative
implications for HBK's franchise and funding in Kazakhstan and CIS
in case of the subsidiary's default. Cross border nature of
relationships and moderate role in the group constrain its support
assessment.

VIABILITY RATINGS (VRs)

The VRs of all the banks capture their reasonable financial metrics
and only moderate deterioration of asset quality, earnings and
capital to date. In March 2020, Georgian banks granted three-month
grace periods on loan repayments to all individuals and corporates
from sectors most affected by the health crisis, which were
selectively extended in June for another three months. Fitch
believes that the performance of these borrowers as well as loans
currently classified as Stage 2 would be key for banks' performance
as these loans season in a challenging environment.

The VRs of all banks also reflect sizeable balance sheet
concentrations (top 25 groups of borrowers accounted for 1.6x-1.7x
Fitch core capital; FCC), heightened risk appetite as captured by
significant lending dollarisation (ranging from 58% to 76%),
franchise limitations and exposure to the high-risk Georgian
operating environment. Exposure of banks to cyclical and vulnerable
to the pandemic sectors (tourism, hotels, construction and real
estate) is high across the board (26%-35% of gross loans).

Basis

The share of impaired loans (Stage 3 under IFRS) increased to 6.8%
at end-3Q20 from 5.4% at end-2019, driven by the pandemic outbreak.
Stage 2 loans amounted to a further 12.5%. Coverage of impaired
exposures by specific loan loss allowances (LLAs) was only moderate
(19%), reflecting reliance on hard collateral. At the same time the
share of impaired loans net of total LLAs was a low 16% of FCC at
end-3Q20.

The bank's profitability weakened as a result of lower economic
activity and higher LICs. The ratio of operating profit to
regulatory risk-weighted assets (RWA) declined to 1.5% in 9M20
(annualised) from 2.9% in 2019, while cost of risk surged to 1.1%
from 0.1%. Pre-impairment profitability was pressured by narrowing
margins and lower credit growth. Pre-impairment profit declined to
3.2% of average loans in 9M20 (2019: 4.2%), but Fitch expects it to
improve amid the recovering economic activity.

Capitalisation is a rating strength of Basis. The FCC to regulatory
RWA ratio was a healthy 19.7% at end-3Q20, supported by moderate
credit growth and internal capital generation. Regulatory capital
ratios in 2020 were hit by pre-emptive provisions created by banks
in 1Q20, as instructed by the National Bank of Georgia (NBG; about
3% of gross loans for Basis). As a result, the bank's common equity
Tier 1 (CET1) ratio declined to 15.1% at end-3Q20 from 16.8% at
end-2019. The regulator simultaneously reduced capital buffers, so
that headroom above the minimum requirements remained reasonable,
thus Basis's lowest headroom (for the total CAR) was 500bp at
end-3Q20. Basis has already rebuilt its capital buffers in 2Q and
3Q20 to levels sufficient to be compliant with pre-pandemic
prudential requirements.

Basis is mainly funded by customer deposits (52% of end-3Q20
liabilities), which have been broadly stable despite the outbreak
of the health crisis. Non-deposit funding is also significant and
includes loans from international financial institutions (IFIs;
30%) and interbank borrowings (15%, mostly repo with NBG). Fitch
believes that refinancing risks are manageable. Liquidity position
is healthy - at end-3Q20 the cushion of high liquid assets (cash,
NBG placements net of obligatory reserves, short-term interbank and
unencumbered securities eligible for repo) made up 18% of assets,
covering 42% of deposits.

Tera

Impaired loans declined to 3.9% of gross loans at end-3Q20 from
6.2% at end-2019 due to write-offs in the legacy gold-pawn
portfolio, which contracted to 2% of gross loans. Coverage of
impaired exposures by specific LLAs was a reasonable 39%. Stage 2
loans increased to 17% of gross loans from 3% in the same period
(mainly in SME and micro lending), 11% covered by specific LLAs. At
the same impaired loans were fully covered by total LLAs.

Pre-impairment profit was resilient at 3.2% of average loans in
9M20 but almost entirely consumed by increased LICs equal to 2.8%
of average loans (adjusting for write-offs of a large gold-pawn
loan). This resulted in operating profit to regulatory RWA ratio of
marginally above zero in 9M20, down from 2.5% in 2019.

The ratio of FCC to regulatory RWA declined to 13.1% at end-9M20
from 15.1% at end-2019 driven by resumed loan growth in 3Q20 amid
lari devaluation and weak internal capital generation. The
regulatory CET1 ratio declined to 9.6% at end-3Q20 from 12.9% at
end-2019 due to higher LICs in regulatory accounts (4% of average
gross loans with majority created upfront in 1Q20 by request from
the NBG). The lowest headroom above the reduced requirements (for
Tier 1 ratio) was a reasonable 210bp.

Tera is primarily funded by customer deposits (75% of end-3Q20
liabilities). Other funding sources include loans from IFIs (9%),
repo with the NBG (7%) and subordinated debt (6%). Refinancing
risks appear manageable in light of moderate upcoming wholesale
funding maturities (4% of liabilities in the next 12 months). The
bank's liquidity buffer covered a reasonable 17% of customer
accounts at end-3Q20.

HBG

Impaired loans increased to 13.7% at end-3Q20 from 10.2% at
end-2019. The share of Stage 2 loans rose to 6.5% from 3.4% in the
same period. Coverage of Stage 2 and Stage 3 loans by specific LLAs
was the lowest among Fitch-rated banks in Georgia (0.7% and 8.3%,
respectively) as the bank relies on collateral. Coverage of
impaired loans by total LLAs was a low 30%. In regulatory accounts,
non-performing loans were fully covered by LLAs (in line with
sector average) due to stricter provisioning requirements compared
with IFRS.

In 9M20, HBG's operating profit to regulatory RWA ratio fell to
marginally below zero from 2.4% in 2019, given increased LICs (3.5%
of average loans). Pre-impairment profit was good at 3.5% of
average loans in 9M20 (annualised) supported by lower funding costs
and improved efficiency compared with 2019 but insufficient to
cover increased impairments.

The bank's FCC was a high 19% of regulatory RWA at end-3Q20; down
from 22% at end-2019 due to devaluation-driven inflation of RWA and
weak capital generation. Capitalisation is undermined by an
elevated amount of unreserved impaired loans (41% of FCC at
end-3Q20). The regulatory CET1 ratio declined to 14.6% at end-3Q20
from 19.3% at end-2019 because of the upfront provisioning of loans
in local accounts in 1Q20 but remains compliant with pre-pandemic
prudential requirements.

HBG is primarily funded by its parent bank (68% of liabilities),
while customer deposits represent only 30% of liabilities and are
mainly attracted from corporates. HBG's standalone liquidity
position was moderate with liquid assets sufficient to cover 44% of
customer accounts at end-3Q20. Positively, HBG's liquidity position
benefits from support provided by the parent bank.

SUPPORT RATINGS AND SUPPORT RATING FLOORS

Basis's and Tera's Support Rating of '5' and Support Rating Floor
of 'No Floor' reflect the two banks' limited systemic importance,
and consequently Fitch's view that state support cannot be relied
upon. Potential support from the private shareholders is also not
factored into the ratings, as it cannot be reliably assessed.

HBG's Support Rating of '3' reflects moderate probability of
support from HBK. The one-notch difference between the Long-Term
IDRs of HBK and HBG reflects the cross-border nature of the
parent-subsidiary relationship and the limited role of the Georgian
subsidiary in the group and its modest contribution to the group's
performance.

RATING SENSITIVITIES

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

Basis's ratings could be downgraded if the health crisis results in
asset quality deterioration to an extent that unreserved impaired
loans exceed 0.5x FCC and capital metrics erode so that regulatory
ratios are only marginally above the prudential requirements.

Tera's ratings could be downgraded if further asset quality
pressures result in the FCC ratio falling below 10% or the
regulatory ratios becoming only marginally above prudential
requirements.

HBG's IDR and Support Rating could be downgraded if HBK's ratings
are downgraded or in case of a significant weakening of the
parent's propensity to provide support (not expected by Fitch at
present). The bank's VR could be downgraded if asset quality
deterioration results in impaired loans ratio increasing above 20%,
pressuring the bank's profitability and capitalisation.

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

The Negative Outlooks on Basis and Tera could be revised to Stable
if the Georgian economy stabilises and banks are able to withstand
pressures on asset quality, profitability and capital metrics.

Current prospects of an upgrade for the ratings of Basis, Tera and
the VR of HBG are limited and would require notable improvements in
their franchises and financial metrics, as well as reduction of
risk appetites.

HBG's IDR would likely be upgraded if the parent's IDR is
upgraded.

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

HBG's IDR and Support Rating are linked to HBK's IDR.

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.



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

SAFARI BETEILIGUNGS: S&P Upgrades ICR to CCC+, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings raised to 'CCC+' from 'CCC' its long-term issuer
credit and issue ratings on Safari Beteiligungs and its debt.

S&P said, "The stable outlook indicates our expectation that the
fallout from the pandemic will be contained during first-half (H1)
2021 and that the regulation-driven machine reduction starting in
July 2021 will not affect materially more than 20%-25% of Safari's
overall machines. We also assume that Safari will not pursue any
debt buybacks and that it will maintain adequate liquidity in the
next 12 months."

S&P no longer believe that the company will pursue debt buybacks in
the next 12 months.

On Nov. 29, 2019, Safari communicated that it may purchase a
portion of its notes, which were at that time trading at well below
par. However, the company has not bought back any debt since then,
and has confirmed that it has no plans to do so. S&P understands
that Safari is now focused on maintaining solid liquidity and
refinancing its debt once there is more clarity regarding the
implementation of the Interstate Treaty.

Regulatory uncertainty remains high in Germany although we believe
there might be positive developments.  Starting on July 1, 2021, a
new regulatory framework will be implemented for the retail gaming
operator in Germany. Under the old Interstate Treaty, more than 40%
of Safari's amusement-with-prize (AWP) machines were not eligible
for a license to operate beyond July 2021.

However, a revised Interstate Treaty was agreed by the German
Federal State Prime Ministers in March 2020 and after receiving the
EU notification in September 2020; it is now subject to the
approvals of the 16 German State Parliaments. The revised treaty
allows various transition regulations, which may vary from state to
state. Under these, some states might allow land-based gaming
operators to have multi-concession sites for five-to-ten years
beyond July 2021 and therefore be allowed to operate more than 12
AWP machines (single concession) per site. Which states would agree
to the transition regulations, how many concession per site would
be provided, and for how long, is still uncertain.

S&P said, "Under our base case, we assume that Safari will need to
reduce its number of machines by 20%-25% starting July 2021 to
around 6,500-7,000 machines. This reduction is materially lower
than our previous expectation of 45%, given that some of the major
German states have already indicated that they will be allowing
multi-concession sites in their respective states.

"We expect earnings and cash flow to diminish significantly in 2020
and H1 2021 due to the temporary closures of all its land-based
operations."  Safari's land-based sites were forced to temporarily
close in March 2020 in line with the lockdown measures taken by the
German and the Dutch governments. Most of the German sites reopened
during May, while the sites in the Netherlands remained closed
until July 1, 2020. Safari took mitigating actions in April to
contain the damage to EBITDA, cash flows, and liquidity. These
actions included cost saving initiatives, negotiations with lessors
to reduce machine and site lease payments, and adherence to the
government support scheme with short-time work for employees.

The German government implemented a second lockdown at the end of
October--expected to last until at least Dec. 1, 2020--which led to
a full closure of Safari's stores. Safari's monthly cash burn
before interest expense is about  EUR6 million while stores remain
closed. Cash interest expense is around  EUR10 million every six
months.

S&P said, "The negative effects of the Gaming Ordinance are
decreasing, although we expect them to continue to weigh on
Safari's performance metrics.   Under the amended Gaming Ordinance
introduced in November 2018, Safari needs to replace all its V1
gaming machines with V2 machines with an unlocking card by the end
of January 2021. As of today, Safari has replaced about 50% of its
machines and the remaining will be replaced progressively during
the next two months. This change affected the appeal of gaming
machines, with a wide utilization rate gap with V1 and V2 machines
(approximately 40% versus 25% as of November 2018) and thus
substantially lower profitability per machine. However, during H2
2019 and 2020 the gap has narrowed as a result of various
countermeasures implemented by the company and the fact that the
consumer got used to the unlocking card. We expect on the machines'
profitability to slightly decline once the company replaces all its
machines by the end of January 2021. On the other hand, we believe
that moving from multi-concession to single-concession sites might
benefit V2 machines' utilization rate and therefore we believe that
the daily gross gaming revenue per machine will recover toward
EUR100 in 2022.

"In our view, Safari's capital structure appears to be
unsustainable in the long term and its ability to successfully
refinance will depend on a favorable regulatory and business
environment.  The impact of the Interstate Treaty and the
COVID-19-related disruptions are expected to significantly
deteriorate Safari's credit metrics. Our current estimates
incorporate the recent consensus among health experts that a
COVID-19 vaccine could be widely available by mid-2021. Under our
base case, we expect leverage to remain above 8.0x for 2020-2021,
while free operating cash flow (FOCF) after leases are expected to
be negative.

"We note high uncertainty regarding the implementation of the
Interstate Treaty as well as the impact from the pandemic-related
disruptions. We expect to have more clarity on both during H1
2021.

"The stable outlook indicates our expectation that the fallout from
the COVID-19-related disruptions will be contained in H1 2021 and
that the regulation-driven machine reduction from July 2021 will
not be materially higher than 20%-25%. We also assume that Safari
will not pursue any debt buyback and that it will maintain adequate
liquidity in the next 12 months."

S&P could lower the ratings if it sees an increased risk of default
in the next 12 months. This could occur if:

-- The ultimate implementation of the Interstate Treaty results in
materially higher reduction of machines than currently anticipated,
leading to an unsustainable capital structure.

-- The magnitude of disruption caused by the outbreak of COVID-19
exceeds S&P's current base case, resulting in heightened risk of
liquidity stress.

-- S&P was to view specific default events as more likely, such as
interest forbearance, a broader debt restructuring, or debt
purchases below par.

S&P could upgrade Safari in the next 12 months if
more-than-anticipated states allowed the company to operate
multi-concession gaming sites in Germany and therefore Safari
needed to reduce significantly less than 20%-25% machines, and the
damage from COVID-19-related disruptions were contained in H1 2021,
allowing the company to restore its earnings, EBITDA, and cash
flows.

This should lead to Safari starting to generate sustainable
positive FOCF after lease payments, leading to an adjusted FOCF to
debt of closer to 5% and the company's adjusted leverage decreasing
to below 7.0x.

In addition, upside depends on the company making material progress
in its debt refinancing plans while maintaining adequate liquidity
and no risk of default events occurring, such as a purchase of the
group's debt below par, debt restructuring, or interest
forbearance.


WIRECARD AG: Deutsche Bank Accounting Head Faces Probe Over Audit
-----------------------------------------------------------------
Olaf Storbeck at The Financial Times reports that Germany's audit
watchdog is investigating Deutsche Bank's head of accounting
Andreas Loetscher over potential misconduct in his previous role at
EY, where he was one of the partners responsible for the audits of
Wirecard.

Wirecard, a once high-flying payments company, received unqualified
audits from EY for more than a decade before it collapsed into
insolvency this summer, the FT discloses.

According to the FT, Mr. Loetscher, who joined Germany's largest
lender in May 2018 after a two-decade long career at the Big Four
firm, is one of at least two Wirecard auditors who are personally
being investigated by Germany's audit oversight body Apas over
potential violations of professional duties.

Apas can impose fines and in extreme cases disbar auditors for
misconduct, the FT notes.  In late September, the watchdog informed
criminal prosecutors that EY may have acted criminally, the FT
recounts.

Alexander Geschonneck, a KPMG partner who led a special audit of
Wirecard, told MPs on Nov. 26 that EY should have spotted the fraud
earlier, the FT relays.

Mr. Loetscher and three of his former colleagues on Nov. 26
declined to give testimony to the parliamentary inquiry commission
into the Wirecard scandal, according to the FT.

Mr. Loetscher and Martin Dahmen cited the Apas investigation
against them, the FT states.  Under German law, witnesses are
entitled to remain silent if they are under investigation over the
same topic, the FT discloses.  The committee accepted they had
grounds not to testify and discharged them as witnesses, the FT
relays.




===========
G R E E C E
===========

PUBLIC POWER: S&P Raises ICR to 'B', Outlook Stable
---------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Greek utility Public Power Corp. S.A. (PPC) to 'B' from 'B-'and
revised its stand-alone credit profile (SACP) upward to 'b' from
'ccc+'.

S&P said, "The stable outlook indicates that we expect PPC will
continue to deliver on its transformation plan, with solid
liquidity, improved margins, and high investments resulting in
funds from operations (FFO) to debt of about 14% and debt to EBITDA
close to 6x in 2020-2022.

"The upgrade reflects our expectation that strategic repositioning
and the improved Greek energy market fundamentals have transformed
PPC's competitive position, reducing concerns over its liquidity
and long-term sustainability   PPC's strategic plan is to convert
its generation mix toward lower carbon dioxide (CO2) emissions,
improving its fleet competitiveness and long-term prospects. This
supports the national energy transition targets defined in the new
Greek government plan, finalized at year-end 2019. We view this
alignment of objectives with the government, PPC's main
shareholder, as a positive."

As part of the plan, PPC intends to accelerate the closure of its
lignite mines and generation plants.  This implies a reduction of
lignite installed capacity to 0.7 gigawatts (GW) in 2023 from 3.7
GW in 2019. At the same time, investments in renewables are
expected to increase, with a target to expand wind and solar
installed generation capacity to about 1.5 GW by 2023 from 0.15 GW
in 2019, supported by a 6 GW projects pipeline. S&P said, "We
recognize the execution risks associated with this strategy,
particularly the social challenges concerning the closures of
lignite mines and generation plants and the technical and financial
challenges pertaining to the construction of the new renewables
plants. However, we expect the shift in the power generation mix
toward renewables, remunerated under long-term power purchase
agreements, and gas and away from lignite to have a positive effect
on profitability considering lower CO2 emission costs and a more
efficient load factor. We note that the lignite plants had a load
factor of 29% in 2019, with more than 70% of PPC's units older than
20 years and 50% older than 30 years, while the new 660 MW
Ptolemaida lignite plant is likely to benefit from a load factor of
about 80%." Furthermore, the planned reduction in PPC's production
will happen as the company diminishes its supply market share,
maintaining the current proportion of natural hedge between energy
sold and purchased at system marginal electricity prices (SMP)
provided by its position as a vertically integrated power utility.

In parallel, margins in retail are expected to improve with reduced
special taxes imposed on energy-intensive companies coupled with
PPC's new strategy to reduce customer discounts.  Still, the
targeted decline in market share to less than 50% from 75.8% in
2019 will significantly reduce PPC's customer base of 6.6 million
as of Dec. 31, 2019, compared with 6.9 million as of Dec. 31, 2018.
The company is pursuing several initiatives to improve its
collection rates and recover arrears including a shift to digital
payments and more efficient collection processes. It concluded a
EUR200 million securitization for performing receivables up to 60
days and is close to finalizing an additional  EUR300 million
securitization for overdues over 90 days for a total cash-in of
about  EUR500 million. S&P said, "We still consider the group's
historical inability to collect its receivables a key weakness, and
will closely monitor expected improvements in supply segment
profitability, and more generally the planned high cost
efficiencies for the wider group. We also see high uncertainties
related to the COVID-19 pandemic's final effect on Greek customers'
ability and willingness to pay their electricity bills and
ultimately PPC's days of receivables."

The new 2021-2024 Greek regulatory framework could lead to more
predictable cash flows for HEDNO S.A., PPC's distribution arm,
although uncertainties remain due to a lack of track record and
regulator independence.   Greece's Regulatory Authority for Energy
recently approved the new regulatory framework for the power
distribution sector. The new regulatory periods will last four
years, in contrast to the previous framework, which was subject to
annual changes. The methodology for the calculation of the tariffs
and authorized revenue was set with the objective to harmonize
HEDNO with European standards and to promote long-term investments
in the grid, cost efficiencies, and better quality of service. The
new regulatory framework allows full cost recovery for the
operator, with authorized revenue calculated in advance and a
regulated asset base (RAB) and defined weighted average cost of
capital (WACC) formula, compared with the current cost-plus method.
S&P said, "We view the new framework as credit supportive since it
enhances transparency and predictability. Although we view the
introduction of the framework as a step forward for the Greek
market in general and PPC, we note that there are uncertainties
around the level of effectiveness delivered. We continue to view
political intervention and the lack of regulatory independence as a
weakness. Distribution regulated EBITDA is expected to be stable
and represent about 40% of PPC's future EBITDA, while 60% will come
from unregulated activities, two thirds of which comes from supply,
and one third from generation. We expect a continuous increase in
RAB because PPC will invest in upgrading its distribution grid,
operated by fully owned HEDNO, to support increased renewable
capacity and electrification of the country."

S&P said, "We expect strong deleveraging in 2020, but a return to
negative free operating cash flow (FOCF) generation from 2021, with
significant investments planned.  Structural long-term improvement
in PPC's cash flow generation, implementation of its capital
expenditure (capex) plan, and its financial commitment to the
rating are key credit considerations that we will monitor over the
coming years. We estimate that PPC's FFO to debt will rise to about
12%-15% in 2020-2022 from a low 3% in 2019. We expect strong
deleveraging due to a large EBITDA increase, with PPC benefitting
from reduced energy purchase costs related to lower commodity
prices and demand on the back of the COVID-19 pandemic. We also
project slightly negative working capital changes due to longer
receivables amid the pandemic and reduced capex, resulting in
positive FOCF of about  EUR100 million in 2020. We expect EBITDA
will remain at  EUR800 million- EUR1,000 million in 2021-2022 with
the structural shift to a more profitable business model. Working
capital evolution is uncertain in the context of Greece's
COVID-19-related recession and recovery path. We expect negative
changes in working capital will be spurred by shorter days of
payables, should PPC successfully improve its collection of
receivables. Our forecast includes PPC's large expansionary capex
plan for renewables and the grid, with a total budget of  EUR2.0
billion in 2020-2022 and increased capex of  EUR700 million- EUR800
million per year in 2021 and 2022. This leads to negative FOCF
generation from 2021, even in the absence of dividends to
shareholders. Due to the subdued FOCF, we expect the investment
plan to be financed primarily with additional debt. We view
positively the company's strategic repositioning implemented by the
new management team. We will monitor effective delivery toward
PPC's new targets."

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

-- Greenhouse gas emissions
-- Strategy, execution, and monitoring
-- Transparency
-- Other governance factors

S&P said, "The stable outlook reflects our expectation that gradual
improvement in PPC's strategic positioning will support the
company's liquidity and long-term sustainability, with FFO to debt
of 12%-15% and debt to EBITDA below 6.5x.

"The stable outlook also reflects our expectation that PPC will
successfully refinance its significant  EUR746 million syndicated
loan with Greek banks, due in 2023, comfortably ahead of its
maturity.

"All else being equal, a one-notch change in our rating on Greece
(BB-/Stable/B) would not trigger a direct change in the rating on
PPC.

"We will take negative rating action should the company's credit
metrics deteriorate materially, with FFO to debt below 10% or debt
to EBITDA above 8x. This could be the result of
weaker-than-expected operating performance in the retail segment,
with difficulties improving payment collection, or a slower
transformation of its generation mix, with delays in the closure of
its lignite plants and RES development We could take a negative
rating action if the pandemic's fallout is more severe than we
anticipate, with a higher-than-expected level of bad debt and lower
volumes consumed.

"We will also take a negative rating action if PPC's liquidity
position weakens to the extent sources cover uses less than 1.0x in
a 12-month period.

"We would raise the rating on PPC should we observe consistent
solid performance in all of its business lines and stronger credit
metrics, such as FFO to debt staying sustainably above 15% and debt
to EBITDA below 5x, along with a successful delivery on its
transformation plan and evidence of improved business
fundamentals."




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

ARBOUR CLO III: Fitch Upgrades Class F-R Notes to Bsf
-----------------------------------------------------
Fitch Ratings has upgraded five tranches of Arbour CLO III DAC and
affirmed the class A-1 and A-2 notes.

RATING ACTIONS

Arbour CLO III DAC

Class A-1-R XS1781679524; LT AAAsf Affirmed; previously at AAAsf

Class A-2-R XS1781679870; LT AAAsf Affirmed; previously at AAAsf

Class B-1-R XS1781680027; LT AA+sf Upgrade; previously at AAsf

Class B-2-R XS1781680373; LT AA+sf Upgrade; previously at AAsf

Class C-R XS1781680530; LT A+sf Upgrade; previously at Asf

Class D-R XS1781680704; LT BBB+sf Upgrade; previously at BBBsf

Class E-R XS1781682239; LT BB+sf Upgrade; previously at BBsf

Class F-R XS1781686222; LT Bsf Upgrade; previously at B-sf

TRANSACTION SUMMARY

This is a cash flow CLO mostly comprising senior secured
obligations. The transaction has been out of the reinvestment
period since March 2020 and is currently amortising due to the
breach of the weighted average life test (WAL).



KEY RATING DRIVERS

Transaction Deleveraging

The transaction is currently amortising due to the breach of the
WAL test, which constrains the reinvestment following the expiry of
the reinvestment period. The class A notes have amortised by 8%
while credit enhancement (CE) has increased to 41.7% from 40.0%. As
such, all notes, except the class A which are rated 'AAAsf', have
been upgraded by one notch.

Resilience to Coronavirus Stress

The Stable Outlook reflects the level of default rate cushion for
all tranches in the sensitivity analysis 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 (38% of the portfolios) regardless of sector and
ran the cash flow analysis based on the stable interest rate
scenario.

Fitch considers the amortisation effect is likely to at least
offset any portfolio negative credit migration, which is likely to
slow. Consequently, no tranches have a Negative Outlook or are on
Rating Watch Negative.

Model Implied Rating (MIR) Deviation

The class F notes' rating is one notch below the MIR, since it is
passing the MIR with a small default rate cushion, which can be
quickly eroded in the coronavirus scenario.

Average Portfolio Quality

The portfolio's average credit quality is 'B'/'B-'. By Fitch's
calculation, the portfolio weighted average rating factor is 34.2
and would increase by 3.4 points in the coronavirus sensitivity
analysis. Assets with a Fitch derived rating (FDR) on Negative
Outlook make up 38% of the portfolio balance. Assets with a FDR in
the 'CCC' category or below make up 8%. There are no unrated assets
in the portfolio.

The transaction is slightly below par. All tests including the
coverage tests are passing, except the Fitch 'CCC' limit and the
WAL test. The portfolio is reasonably diversified with the top 10
obligors and the largest obligor, as well as the industry exposure
within the limits of the portfolio profile tests.

The majority of the portfolio comprises senior secured obligations,
which have more favourable recovery prospects than second-lien,
unsecured and mezzanine assets. Fitch's weighted average recovery
rate of the current portfolio based on the latest criteria is
63.4%.

RATING SENSITIVITIES

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

Upgrades may occur in case of a continued better than initially
expected portfolio credit quality and deal performance, leading to
higher CE for the notes and excess spread available to cover for
losses on the remaining portfolio. Upgrades would be more likely
for the senior notes if the transaction continues to deleverage so
that the class A notes are considerably amortised and the portfolio
credit quality remains stable.

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

While not Fitch's base case scenario, downgrades may occur if
build-up of the notes' CE following amortisation does not
compensate for a higher loss expectation than initially assumed due
to unexpected high level of default and portfolio deterioration. As
the disruptions to supply and demand due to the COVID-19 disruption
become apparent for other sectors, loan ratings in those sectors
would also come under pressure. Fitch will update the sensitivity
scenarios in line with the view of Fitch's 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 the following stresses: applying a notch
downgrade to all FDR in the 'B' rating category and applying 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.

SMURFIT KAPPA: Moody's Affirms Ba1 CFR; Alters Outlook to Positive
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 corporate family rating
(CFR) of Europe's leading manufacturer of paper-based packaging,
Smurfit Kappa Group plc (SKG). Concurrently, the rating agency has
affirmed the issuer's probability of default rating at Ba1-PD and
the instrument ratings of the senior unsecured and senior secured
notes issued by SKG's subsidiaries (Smurfit Kappa Treasury
Unlimited Company, Smurfit Kappa Treasury Funding Limited and
Smurfit Kappa Acquisitions) at Ba1. The outlook has been changed to
positive from stable.

"Our decision to change SKG's rating outlook to positive reflects
the company's decision to raise EUR660 million of equity capital to
finance increased investments in 2021-23. While additional funds
will improve already strong credit metrics for the rating, we are
looking for further evidence that a lower level of leverage can be
sustained, as higher investments will also result in a very
limited, if any, free cash flow generation post dividend payments
in the coming few years", says Vitali Morgovski, a Moody's
Assistant Vice President -- Analyst and lead analyst for SKG.

RATINGS RATIONALE

SKG's rating is supported by the group's large scale, regionally
diversified business profile with a leading market position in
paper-based packaging. While SKG's product portfolio is more
concentrated compared with some of its investment grade rated
peers, with sustainable, 100% recyclable paper-packaging solutions
it is focused on a structurally growing part of the forest products
industry. The company continues to innovate and to increase the
penetration of corrugated packaging solutions by substituting
plastic-based packaging.

The company has just recently identified EUR1.2 - EUR1.4 billion of
opportunities to invest in during 2021-23 in order to continue
benefitting from the two major trends in the industry -- increasing
customer focus on sustainable packaging solutions and an
acceleration of e-commerce growth. Following the equity raise,
Moody's expects that SKG's gross leverage (Moody's adjusted) will
decline below 3x by the end of 2020 (3.2x in H1 2020) and hence
below the range (3x -- 4x) defined as appropriate for a Ba1 rating
category.

At the same time, higher investments in the coming few years will
likely result in a very limited, if any, free cash flow generation
post dividend payments, raising the question whether the reduced
leverage ratio will be sustained going forward. SKG has reiterated
its financial policy including the 1.75x -- 2.5x company defined
net debt/ EBITDA ratio, aiming for the lower end of the target
range. The company's commitment to reduce and sustain leverage at a
consistently lower level may lead to further positive rating
action.

The paper-packaging industry is cyclical and competitive with
little room for differentiation. It is also subject to volatile
input costs and selling prices, partly due to overcapacity. This is
mitigated by SKG's vertically integrated business model with a
large manufacturing footprint with mills and plants to produce a
full line of containerboard that is converted into corrugated
containers. The company's vertical integration reduces its exposure
to the volatility in containerboard prices and secures supply
during periods of market fluctuations.

SKG's profitability has been on an improving trend over the past
decade and its Moody's adjusted EBITDA margin averaged around the
mid-teens in percentage terms since 2010. The margin reached 17.8%
in 2019 in a fairly benign operating environment. But also in H1
'20, when the macroeconomic environment became extremely challenged
by the outbreak of the global pandemic and the subsequent lockdowns
implemented across many countries worldwide, SKG's profitability
deteriorated by merely 50 basis points to 17.3%. Moody's expects
that the company will be able to keep its profitability around the
mid-teens level in a more difficult operating environment in the
coming 12-18 months partly due the strength of its integrated
business profile, but also because around 70% of its sales are
generated from non-cyclical fast-moving consumer goods end-markets
(food and beverage in particular) with a growing exposure to
e-commerce and consumer awareness for sustainable packaging.

The outbreak of the global pandemic in H1 '20 had only a minor
impact on SKG's key credit metrics. Its Moody's adjusted gross
leverage was 3.2x at the end of June '20 (2.9x in 2019) compared to
3x-4x range Moody's views as appropriate for the current rating
whereas retained cash flow to debt (RCF/debt) ratio was 23% (22% in
2019), above the 15%-20% guidance range for the Ba1 rating. On a
net leverage basis, the ratio of 2.8x remained unchanged over the
first half-year 2020 as SKG prudently accumulated cash from its
strong free cash flow (FCF) generation and its decision to postpone
dividends distribution.

RATIONALE FOR POSITIVE OUTLOOK

The positive rating outlook reflects Moody's expectation that SKG
will continue operating with Moody's-adjusted EBITDA margin around
the mid-teens in percentage terms. While increased investments will
suppress FCF post dividend payments to around break-even level,
credit metrics should remain strong for the rating, exceeding its
quantitative requirement for an upgrade. The evidence of the
company's willingness to operate with a lower level of leverage
going forward may lead to a higher rating.

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

Positive rating pressure could arise if:

  -- Moody's adjusted gross leverage was to decline below 3.0x on a
sustained basis;

  -- Moody's adjusted retained cash flow/ net debt ratio was to
improve above 20% on a sustained basis;

Conversely, negative rating pressure could arise if:

  -- Moody's adjusted gross leverage was to increase above 4.0x on
a sustained basis;

  -- Moody's adjusted retained cash flow/ net debt ratio was to
decline below 15% on a sustained basis;

  -- Failure to generate positive FCF due to weak operating
performance or a material increase in shareholder distribution

LIQUIDITY

SKG's solid liquidity profile has further improved by the recent
EUR650 million capital injection. At the end of June 2020, SKG
reported EUR646 million of cash and cash equivalents, which were
further supplemented by EUR1.1 billion available under its
committed facilities, including EUR931 million under its revolving
credit facility (RCF) and EUR156 million in committed
securitisation facilities. Despite increased level of targeted
investments, Moody's expects SKG's internally generated cash flow
to largely cover its dividends and capital spending over the next
12-18 months. SKG's debt maturity is generally well spread, with
around EUR174 million of short-term debt as of Q2 2020.

ESG CONSIDERATIONS

Despite the fact that the paper and paper-packaging industry is a
fairly large consumer of energy and water in the production
processes, with occasional environmental incidents, Moody's scores
it as "moderate risk" in its environmental heat map. This score
means that Moody's believes the industry's exposure to
environmental risk is broadly manageable, or it could be material
to credit quality in the medium to long term (five or more years).

SKG is among the leaders in the environmental sustainability
transition in Europe with a vision that is harmonised with the UN's
2030 Agenda and Paris Climate Accord. By year-end 2019, SKG reduced
fossil CO2 emissions per produced tonne of paper by 33% in
comparison with the 2005 baseline and has recently raised the
target set for 2030 to 55% reduction from 40% previously. By 2050
the objective is to be at least net zero. In the field of forest
management, 92% of packaging sold in 2019 was sourced from
certified forests, while the continuous target is above 90%. The
company has also managed to reduce chemical oxygen demand intensity
from its paper mills by 35% since 2005, aiming for a 60% reduction
by 2025 in the water discharged per produced tonne of paper by
returning clean water from production back to nature. With regard
to waste management, SKG has reduced waste sent to landfill from
its paper mills by 7.1% since 2013 against its target of 30% by
2025.

Social considerations for SKG are predominantly related to safety,
employee development and inclusion. Specifically, the company hosts
health and safety days across all countries and plants with a
continuous focus on reducing lost time accidents, along with
providing ongoing training that promotes a safe and respectful work
environment.

Corporate governance at SKG is centred around a well-established
governance structure, which is state of the art for a publicly
listed company of its size and consists of an audit committee, a
compensation committee and a nominations committee, supplemented by
a series of codes of conducts and policies covering a number of
areas relating to operational and managerial practices. SKG's
governance also balances its financial policies of low leverage and
strong liquidity while continuing to appropriately invest in its
business.

LIST OF AFFECTED RATINGS:

Issuer: Smurfit Kappa Acquisitions

Affirmations:

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Outlook Actions:

Outlook, Changed to Positive from Stable

Issuer: Smurfit Kappa Group plc

Affirmations:

LT Corporate Family Rating, Affirmed Ba1

Probability of Default Rating, Affirmed Ba1-PD

Outlook Actions:

Outlook, Changed to Positive from Stable

Issuer: Smurfit Kappa Treasury Funding Limited

Affirmations:

BACKED Senior Secured Regular Bond/Debenture, Affirmed Ba1

Outlook Actions:

Outlook, Changed to Positive from Stable

Issuer: Smurfit Kappa Treasury Unlimited Company

Affirmations:

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Outlook Actions:

Outlook, Changed to Positive from Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Paper and
Forest Products Industry published in October 2018.

COMPANY PROFILE

Headquartered in Dublin, Ireland, Smurfit Kappa Group plc is
Europe's leading manufacturer of containerboard and corrugated
containers as well as specialty packaging, such as bag-in-box
packaging of liquids like water or wine. The group operates in 23
European countries and 12 countries in the Americas. In the 12
months ended June 2020, SKG generated EUR8.5 billion in revenue.
The group employs around 46 thousand people and has a primary
listing on the London Stock Exchange and a secondary listing on the
Irish Stock Exchange with a market capitalization of around EUR8.6
billion currently.

SMURFIT KAPPA: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Smurfit Kappa Group PLC
to positive from stable. S&P also affirmed its 'BB+' long-term
issuer credit rating on Smurfit Kappa and its rated subsidiaries
and its 'BB+' issue ratings on the senior unsecured notes.

S&P said, "In our view, the group's credit metrics are supportive
of the positive outlook.   We expect the equity issuance to improve
credit metrics. The group targets a leverage ratio at the lower end
of its stated net debt to EBITDA range of 1.75x-2.5x (which
corresponds to S&P Global Ratings-adjusted leverage of 2.4x-3.2x).
We thereby estimate S&P Global Ratings-adjusted debt to EBITDA of
about 2.4x-2.5x and FFO to debt of 31%-34% in 2020 and 2021. Our
rating remains constrained by the group's lack of a public
commitment to an investment-grade rating and the limited track
record in maintaining such credit metrics.

"We anticipate that unfavorable pricing conditions will hamper
EBITDA margins in the near term.   We do not anticipate a material
recovery in containerboard prices in the short term and expect
Smurfit Kappa Group will generate S&P Global Ratings-adjusted
EBITDA margin of 17.6% in 2020 and 17.0%-17.5% in 2021 (16.8% in
2019) due to the nonrecurrence of a  EUR124 million fine incurred
in 2019 and cost savings. In our view, the group's stable end
markets (60%-70% of sales relate to fast-moving consumer goods
(FMCG) and 10%-15% to agriculture and paper products) and
investments will support revenue growth of 0%-2% in 2021 (after a
sales decline of about 8% in 2020).

"We forecast that the investment plan will lead to lower free
operating cash flow (FOCF).   Smurfit Kappa intends to invest
EUR1.2 billion- EUR1.4 billion over 2021-2023 to expand its
operations, improve the sustainability of its operations and
products and improve its operating efficiency. We therefore
estimate that Smurfit Kappa Group PLC will generate adjusted FOCF
of  EUR300 million- EUR350 million annually in 2021 and 2022, down
from  EUR600 million in 2020. We expect that the group will start
reaping the bulk of the benefits from 2022.

"The positive outlook reflects our expectation that the group will
generate FFO to debt in excess of 30% and maintain adjusted debt to
EBITDA below 3.0x over the next 12 months. It also reflects our
belief that the group could follow a financial policy in the future
that supports these credit metrics on a sustained basis."

S&P could consider revising the outlook to stable if:

-- Large debt-funded acquisitions, capital investments, or
shareholder distributions led to credit metrics dropping
significantly below our base case, such that FFO to debt fell below
30%, with limited possibility of a swift recovery. S&P could also
revise the outlook to stable if Smurfit Kappa faced greater margin
pressure than it anticipated in Europe, or significant losses
related to its Latin American operations.

-- S&P believed that the group would continue to follow a
financial policy that does not support FFO to debt above 30% and
debt to EBITDA below 3.0x on a sustained basis.

-- S&P could raise its ratings if the group's financial policy and
track record supported its belief that FFO to debt will exceed 30%
on a sustainable basis.


TORO EUROPEAN 7: Moody's Rates EUR7.450MM Class F Notes (P)B3(sf)
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Toro
European CLO 7 DAC:

EUR1,750,000 Class X Secured Floating Rate Notes due 2034, Assigned
(P)Aaa (sf)

EUR192,000,000 Class A Secured Floating Rate Notes due 2034,
Assigned (P)Aaa (sf)

EUR16,000,000 Class B-1 Secured Floating Rate Notes due 2034,
Assigned (P)Aa2 (sf)

EUR14,950,000 Class B-2 Secured Fixed Rate Notes due 2034, Assigned
(P)Aa2 (sf)

EUR21,300,000 Class C Secured Deferrable Floating Rate Notes due
2034, Assigned (P)A2 (sf)

EUR21,350,000 Class D Secured Deferrable Floating Rate Notes due
2034, Assigned (P)Baa3 (sf)

EUR22,400,000 Class E Secured Deferrable Floating Rate Notes due
2034, Assigned (P)Ba3 (sf)

EUR7,450,000 Class F Secured Deferrable Floating Rate Notes due
2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in our methodology.

The Issuer is a managed cash flow CLO. At least 92.5% of the
portfolio must consist of senior secured obligations and up to 7.5%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 50% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the 6-month ramp-up period in compliance with the portfolio
guidelines.

Chenavari Credit Partners LLP will manage the CLO. It will direct
the selection, acquisition and disposition of collateral on behalf
of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's 3.2-year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk
obligations or credit improved obligations.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortise by 12.5% or EUR 218,750 over eight payment
dates starting on the 2nd payment date.

In addition to the eight classes of notes rated by Moody's, the
Issuer will issue EUR31.5 million of Subordinated Notes due 2034
which are not rated.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

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

We regard the coronavirus outbreak as a social risk under our ESG
framework, given the substantial implications for public health and
safety.

Methodology underlying the rating action:

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

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in August 2020.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR 320,000,000

Diversity Score: 42

Weighted Average Rating Factor (WARF): 2950

Weighted Average Spread (WAS): 3.85%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 44.0%

Weighted Average Life (WAL): 8.0 years

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints and eligibility criteria, exposures
to countries with LCC of A1 to A3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below A3.

TORO EUROPEAN 7: S&P Assigns Prelim B- (sf) Rating on Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to Toro
European CLO 7 DAC's class X to F European cash flow CLO notes. At
closing, the issuer will also issue unrated notes.

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds. It will be managed by Chenavari Credit
Partners LLP.

The preliminary ratings assigned to Toro European CLO 7's notes
reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which we expect to be in
line with S&P's counterparty rating framework.

One notable feature in this transaction is the introduction of
workout obligations. Workout obligations allow the issuer to
participate in potential new financing initiatives by the borrower
in default. This feature aims to mitigate the risk of other market
participants taking advantage of CLO restrictions, which typically
do not allow the CLO to participate in a defaulted entity's new
financing request, and hence increase the chance of increased
recovery for the CLO. While the objective is positive, it can also
lead to par erosion, as additional funds will be placed with an
entity that is under distress or in default. This may cause greater
volatility in our ratings if the positive effect of those loans
does not materialize. In S&P's view, the presence of a bucket for
loss mitigation loans, the restrictions on the use of principal
proceeds to purchase such assets, and the limitations in
reclassifying proceeds received from such assets from principal to
interest help to mitigate the risk.

Workout obligation mechanics

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

The purchase of workout obligations is not subject to the
reinvestment criteria or the eligibility criteria. They receive no
credit in either the principal balance or par coverage test
numerator definition, and are limited in the amount that may be
held by the issuer. The cumulative exposure to loss mitigation
loans is limited to 10% of the target par amount.

The issuer may purchase workout obligations using either interest
proceeds, principal proceeds, or amounts standing to the credit of
the collateral enhancement account. The use of interest proceeds to
purchase workout obligations loans is subject to (1) all the
interest and par coverage tests passing following the purchase, and
(2) the manager determining there are sufficient interest proceeds
to pay interest on all the rated notes on the upcoming payment
date. The usage of principal proceeds is subject to (1) passing par
coverage tests, and (2) the manager having built sufficient excess
par in the transaction so that the principal collateral amount is
equal to or exceeds the portfolio's reinvestment target par balance
after the reinvestment.

To protect the transaction from par erosion, any distributions
received from loss mitigation loans that are purchased with the use
of principal proceeds or those which are afforded credit to the par
value tests will form part of the issuer's principal account
proceeds and cannot be recharacterized as interest proceeds.

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

The portfolio's reinvestment period will end approximately three
years after closing.

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average 'B' rating (with an S&P Global Ratings'
weighted-average rating factor of 2,769.67). We consider that the
portfolio on the effective date will be well-diversified, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. Therefore, we have conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow CDOs.

"In our cash flow analysis, we used the covenanted weighted-average
spread (4.00%), the covenanted weighted-average coupon (4.00%), and
the actual weighted-average recovery rates for all rating levels.
As the portfolio is being ramped, we have relied on indicative
spreads and recovery rates of the portfolio.

"We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1 to D notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
have capped our assigned ratings on the notes. In our view the
portfolio is granular in nature, and well-diversified across
obligors, industries, and assets.

"Elavon Financial Services DAC is the bank account provider and
custodian. At closing, we anticipate that the documented downgrade
remedies will be in line with our current counterparty criteria.

"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned preliminary rating levels.

"At closing, we consider that the issuer will be bankruptcy remote,
in accordance with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for each
class of notes.

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

"With regards to the class E and F notes, our ratings analysis
makes additional considerations before assigning ratings in the
'CCC' category, and we would assign a 'B-' rating if the criteria
for assigning a 'CCC' category rating are not met."

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."

Toro European CLO 7 is a European cash flow CLO securitization of a
revolving pool, a portfolio of primarily senior secured leveraged
loans and bonds. Chenavari Credit Partners LLP will manage the
transaction.

  Ratings List

  Class   Prelim. rating   Prelim. amount   Subordination (%)
                            (mil.  EUR)
  X         AAA (sf)           1.75             N/A
  A         AAA (sf)         192.00           40.00
  B-1        AA (sf)          16.00           30.33
  B-2        AA (sf)          14.95           30.33
  C           A (sf)          21.30           23.67
  D         BBB (sf)          21.35           17.00
  E         BB- (sf)          22.40           10.00
  F      B- (sf)           7.45            7.67
  Sub notes      NR           31.50             N/A

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

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




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

ILLIMITY BANK: Fitch Publishes B+ IDR, Outlook Stable
-----------------------------------------------------
Fitch Ratings has published illimity Bank S.p.A.'s Long-Term Issuer
Default Rating (IDR) of 'B+' with Stable Outlook and Viability
Rating (VR) of 'b+'. Fitch has also assigned an expected rating of
'B(EXP)' to illimity's planned senior preferred debt issuance.

illimity is an Italian challenger bank focused on specialised
lending to SMEs and on the purchasing and servicing of corporate
non-performing loans (NPLs). illimity also offers current accounts,
term deposits and third-party products to retail customers through
an online-only platform, and has recently announced a joint-venture
in Hype, a leading Italian digital money management retail
platform. illimity started to operate under its current brand and
business model in 2H18, after the special purpose acquisition
company Spaxs S.p.A. acquired Banca Interprovinciale S.p.A.

KEY RATING DRIVERS

IDRs AND VR

illimity's IDRs are driven by its standalone credit profile as
reflected in the VR.

illimity's ratings are underpinned by its capitalisation.
illimity's common equity Tier 1 (CET1) ratio of 19.2% at
end-September 2020 had ample buffers over regulatory requirements.
The bank's commitment to operate with a CET1 ratio of above 15% at
all times mitigates its activity in higher-risk segments, like NPL
investing and lending to companies in restructuring. Its assessment
of capital is constrained by the small size of the equity base,
which leaves the bank more vulnerable to shocks, and by the still
limited track record of internal capital generation through net
profits.

Illimity's ratings are constrained by its nominal franchise and
specialised business model. The bank is expanding in additional
segments that have synergies with its core businesses, but Fitch
believes that benefits from these activities will take time to
materialise. The ratings also acknowledge the bank's execution of
financial and organisational targets in line with plans so far,
reasonable strategy, credible senior management and appropriate
corporate governance.

illimity achieved break-even profitability in 4Q19 and has remained
profitable throughout 2020 to date. Fitch expects profitability to
continue benefit from any marginal growth in business, which should
mitigate expected pressures arising from higher loan impairment
charges and possibly weaker NPL collections in adverse
macroeconomic scenarios.

Fitch believes that illimity's risk appetite is generally more
aggressive than global industry standards. As a result, Fitch
expects the bank's organic gross impaired loan ratio to be
structurally higher and more volatile than international averages.
Following the economic downturn caused by the coronavirus pandemic,
illimity has maintained a selective approach towards new business
origination and used government guarantees extensively to mitigate
credit risk. This should allow the bank to operate with an organic
gross impaired loan ratio of below 10%, in line with its original
business plan. In its assessment of asset quality, Fitch also views
positively the track record of NPL collections so far, with pricing
at origination providing some buffer to absorb potential
deterioration.

Fitch believes that illimity's funding is still more
confidence-sensitive and price-driven than higher-rated peers with
more established deposit franchises. This is because illimity is
moderately reliant on corporate deposits and other wholesale
funding sources, while retail deposits have been mostly attracted
by offering above-average interest rates to an exclusively online
customer base. A large portion of deposits and wholesale funding
have long-term fixed maturity, which increases funding stability
and ensures a close matching of assets and liabilities. Liquidity
buffers are sound and commensurate with the bank's activity.

The Stable Outlook reflects Fitch's view that illimity's credit
profile will be resilient to the impact of the coronavirus
disruption in Italy, including in a moderately adverse scenario to
Fitch's current baseline. Its view is supported by: i) the gradual
improvement in operating profitability and the expectation that
illimity will be profit-making over the cycle ; ii) the long-term
stabilising effect of government guarantees on asset quality and
the good performance of NPL collections; iii) illimity's good,
albeit still short, track record of execution on financial and
organisational targets; iv) the expectation that risk appetite will
remain sufficiently conservative and that illimity will prioritise
underwriting discipline over volume growth.

illimity's Short-Term IDR of 'B' is in line with the 'B+' Long-Term
IDR under Fitch's rating correspondence table.

SENIOR PREFERRED DEBT

illimity's planned senior preferred debt issuance is rated one
notch below the Long-Term IDR based on an estimated Recovery Rating
of 'RR5'. This reflects Fitch's view that recovery prospects for
the bank's senior preferred creditors would be below average given
full depositor preference in Italy and the bank's funding
structure, which Fitch views as effectively reducing recovery
prospects for senior preferred creditors in a liquidation (its
central assumption should illimity be in distress).

illimity's funding structure mainly relies on customer deposits,
ECB funding and repurchase agreements. illimity has not issued
senior preferred debt before and has no buffers of subordinated
debt and hybrid capital that would participate in absorbing losses
ahead of senior debt.

DEPOSIT RATINGS

illimity's 'B+' long-term deposit rating is in line with the bank's
Long-Term IDR. This is because illimity has no binding resolution
requirement and unsecured debt buffers that are junior to customer
deposits are unlikely to be sustainably above the 10% of
risk-weighted assets (RWA) threshold required to grant uplift under
its Bank Rating Criteria in the medium term, also in light of
expectation of rapidly-growing RWA at the bank.

The short-term deposit rating of 'B' is in line with the bank's
'B+' long-term deposit rating under Fitch's rating correspondence
table.

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

The SR of '5' and SRF of 'No Floor' reflect Fitch's view that
senior creditors cannot rely on receiving full extraordinary
support from the sovereign in the event that the bank becomes
nonviable. The EU's Bank Recovery and Resolution Directive (BRRD)
and the Single Resolution Mechanism (SRM) for eurozone banks
provide a framework for resolving banks that requires senior
creditors participating in losses, if necessary, instead of, or
ahead of, a bank receiving sovereign support. In addition, Fitch's
assessment of support reflects the bank's still very limited
domestic retail deposit and specialised lending franchises.

RATING SENSITIVITIES

IDRs AND VR

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

illimity's ratings could be upgraded if the bank continues to
execute on its profitability and growth targets without a
significant increase in risk appetite and reduces reliance on
confidence-sensitive and price-driven funding. An upgrade would be
conditional on a stronger franchise and more established business
model, leading to a higher assessment of company profile. An
upgrade would also require a record of good control over asset
quality metrics, sound capital ratios and adequate liquidity
buffer.

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

illimity's ratings are mainly sensitive to pressure on asset
quality and earnings if, for example, borrowers' creditworthiness
deteriorates, NPL collections become more challenging and growth
targets more difficult to achieve. Pressure could also arise if
Fitch believes that business growth is compromising underwriting
discipline or pressurising solvency and liquidity more than
currently envisaged. This could mean dropping its commitment to
keep the CET1 ratio above 15% without generating sufficient capital
internally.

SENIOR PREFERRED DEBT

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

DEPOSIT RATINGS

The deposit ratings are primarily sensitive to changes in the
bank's IDRs. They are also sensitive to an increase in the buffers
of senior and junior debt being issued and maintained by the bank,
or to binding resolution buffers being imposed on and maintained by
the bank.

SR AND SRF

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG CONSIDERATIONS

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

SESTANTE FINANCE 4: S&P Raises Class A2 Notes Rating to BB(sf)
--------------------------------------------------------------
S&P Global Ratings raised to 'BB (sf)' from 'B (sf)' its credit
rating on Sestante Finance S.r.l. series 4's class A2 notes. At the
same time, S&P has affirmed its 'D (sf)' ratings on the class B,
C1, and C2.

The rating actions follow its credit and cash flow analysis of the
most recent transaction information that it has received, as of the
October 2020 payment date.

The available credit enhancement for all classes of notes has
increased since our previous review.

The reserve fund has not been replenished since its depletion in
August 2009.

S&P said, "As of this review, severe delinquencies of more than 90
days were at 8.2%, compared with 5.3% as of our last review. In our
credit analysis we have assumed a higher portion of arrears in the
+90 bucket, considering Sestante Finance series 4's past
performance and potential deterioration. This transaction defines
defaults as mortgage loans in arrears for more than 12 months.
Cumulative defaults were at 19.6%, compared with 17.53% as of our
last review. Delinquencies and defaults are on average higher for
this transaction than our Italian RMBS index (see "Italian RMBS
Index Report Q2 2020," published on Sept. 8, 2020). Prepayment
levels remain low, and the transaction is unlikely to pay down
significantly in the near term, in our opinion.

"After applying our European residential loans criteria to this
transaction, our credit analysis results show an increase in the
weighted-average foreclosure frequency (WAFF), mainly driven by an
increase in arrears as described above. Our analysis also shows a
decrease in the weighted-average loss severity (WALS) at all rating
levels, driven by a decrease in the weighted-average current
loan-to-value (CLTV) ratio, to 61.5% in October 2020 from 65.1% in
January 2017." The overall effect is an increase in the required
credit coverage for all rating levels.

  Credit Analysis Results
                   October 2020         January 2017
  Rating level   WAFF (%)  WALS (%)   WAFF (%)  WALS (%)
    AAA           34.19     22.08      27.80     27.01
    AA            26.83     18.99      21.62     23.66
    A             20.28     13.03      16.22     16.97
    BBB           16.77     10.02      13.26     13.62
    BB            13.31      7.91      10.30     11.32
    B              9.85      5.96       7.35      9.25

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

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, "Commerzbank AG acts as swap counterparty in this
transaction. Under our counterparty criteria we assessed the
collateral framework as weak because the swap documents do not
contain downgrade provisions in line with our counterparty
criteria. Therefore, our ratings on Sestante Finance's series 4 are
capped at the resolution counterparty rating (RCR) on the swap
counterparty, which is 'A- (sf)'. Our sovereign risk criteria cap
the ratings on this transaction at 'A+ (sf)'.

"Taking into account the results of our updated credit and cash
flow analysis, the available credit enhancement for the class A2
notes can support a higher rating than that currently assigned. We
have therefore upgraded class A2 to 'BB (sf)' from 'B (sf)', which
is lower than the rating indicated by our cash flow results because
we considered the transaction's poor performance during its life;
the principal deficiency ledger (PDL) outstanding amount, at
EUR36.0 million as of October 2020; cumulative recoveries are lower
than those in other RMBS transactions; and the macroeconomic
environment's weakness and volatility.

"The class C1 and C2 notes breached the interest deferral trigger
in October 2013, and the class B notes breached it in October 2016,
following which we lowered to 'D (sf)' our ratings on these classes
of notes. As interest on the class B, C1, and C2 notes continues to
be unpaid, we have affirmed our 'D (sf)' ratings on these classes
of notes."

Sestante Finance's series 4 is an Italian RMBS transaction, which
closed in December 2006. It is backed by a pool of residential
mortgage loans originated by Meliorbanca SpA.




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

IREL BIDCO: S&P Affirms B+ Long-Term ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term issuer credit
ratings on IFCO's parent Irel BidCo S.a.r.l. and the group's
holding IFCO Management GmbH, and its 'B+' issue rating on the
first-lien debt.

S&P said, "The stable outlook reflects our view that IFCO will
maintain single-digit revenue growth, solid liquidity, and stable
EBITDA margins, resulting in adjusted debt to EBITDA remaining at
5.0x-5.5x.

“We believe that IFCO will continue to gradually expand its
operations and maintain resilient profitability in fiscal 2021,
despite economic effects from the COVID-19 pandemic.  The pandemic
is having a positive impact on demand for fresh produce, since
during lockdowns private households consume more at home. As IFCO's
business model is built around the delivery of reusable plastic
containers (RPC) to growers and retailers, mainly for fruits and
vegetables, it benefited from this trend. The company recorded
uninterrupted revenue growth in fiscal 2020 of 6%-7%, compared with
our previous forecast of about 3%. Due to renewed lockdowns in
response to a spike in COVID-19 cases across Europe and
recessionary trends, which generally support eating at home, we
believe that this positive momentum will continue, complemented by
a few customer wins and recovery from the tomato virus in North
America. Notably growers are increasingly reusing RPCs instead of
cardboard boxes. This demonstrates IFCO's resilience to external
shocks and economic recessions, which underpins our business risk
profile assessment of satisfactory. Increases in population, a
drive for packaging standardization/automation, and pressure on
retailers to find cost efficiencies and focus on environmental
sustainability are further revenue drivers in the medium term. We
anticipate that the company will sustain profitability levels
throughout the pandemic, underpinned by its good grip on cost
control; flexible cost structure with a large variable component;
and improving utilization of fixed costs as new contract wins come
on stream. We forecast S&P Global Ratings-adjusted EBITDA margin
will stay at 26%-27% in fiscal 2021, which is the level achieved in
fiscal 2020.

"We expect that credit metrics will improve in fiscal 2021 thanks
to steadily increasing EBITDA and lower cash interest costs after
the November 2019 repricing.  We believe that the company will
continue focusing on organic growth during fiscals 2021-2022--not
only due to relatively low penetration of RPCs across its target
markets, but also because external growth opportunities are rather
limited. Annual single-digit revenue growth and steady
profitability, together with stable adjusted debt, will support
IFCO's gradual deleveraging, with adjusted debt to EBITDA
decreasing to 5.0x-5.2x during fiscal 2021 from about 5.6x in May
2019 when IFCO was acquired by financial sponsor Triton and Abu
Dhabi Investment Authority. Lower cash interest expenses after the
repricing of the first-lien term loan B (TLB) in November 2019 and
the June 2020 EUR200 million tap of the TLB to repay the more
expensive EUR184 million-equivalent second-lien term loan, will
support IFCO's cash flows. Under our base case, annual cash
interest expenses will be EUR65 million-EUR70 million (including
finance-lease interest), compared with our previous forecast of
about EUR85 million. Consequently, we forecast adjusted funds from
operations (FFO) to debt will increase to 12%-14% in fiscals 2021
and 2022 from 11%-12% projected previously."

High capital expenditure (capex) will constrain the company's free
operating cash flow (FOCF).  Given its capital-intensive business
model; the maintenance requirements of the large asset pool; and
growth opportunities prompting/triggering investment in the
development of RPC pools, as well as in logistics and distribution
infrastructure; IFCO will incur high capex of about EUR200 million
on average in fiscals 2021 and 2022 (similar to EUR198 million
spent in fiscal 2020). This will be only to some extent offset by
cash proceeds from disposal of older RPCs, which we forecast at
EUR25 million-EUR30 million per year. High net capex will absorb
the vast majority of operating cash flows, leaving the company with
limited financial leeway for net debt reduction. However, IFCO has
the flexibility to adjust its capital spending budget to demand
prospects. As such, large expansionary capex, for example, occurs
typically if economically justified by new customer agreements.

S&P said, "Our assessment of the business risk profile reflects
IFCO's leading niche market position in Europe and the U.S. as the
largest independent provider of RPC solutions for fresh products
suppliers.  IFCO's products are mainly used to package fruit and
vegetables and we regard its sector's end markets as generally
recession-resistant. The company's scale and network advantages are
difficult and costly to replicate and serve as a barrier to entry.
Other barriers to entry include the high capital intensity required
to maintain the asset pool, and logistics and distribution
infrastructure requirements. In our view, IFCO's network of wash
centers across all major growing regions is essential to its
delivery of top-quality service to customers. In addition, its
ownership of intellectual property rights for RPCs reduces its
reliance on suppliers. Moreover, retailers are typically reluctant
to terminate their long-term contracts with IFCO because of high
switching costs in exchanging the large RPC pools. Europe, which
accounts for more than 70% of IFCO's revenue, is a
retailer-dominated market. The company has lost only three material
contracts over the past 10 years. We view as positive the solid
fundamentals of the underlying RPC market, which we understand
comprises 14.5 billion packaging units (including one-way
packaging). IFCO's accumulated share of this market is about 20%."
At the same time, substitution risk from traditional packaging,
such as corrugated cardboard boxes and wood containers, is
mitigated by RPCs' advantages, which include better handling
efficiency and product protection, more efficient temperature
regulation, easier in-store display, and less waste and
environmental impact. Furthermore, IFCO has demonstrated a long and
solid track record of stable earnings and profitability throughout
economic cycles, for example, weathering the 2008-2009 financial
crisis.

These strengths are partly constrained by IFCO's narrow business
scope and diversity.   The company's business model is built around
RPC operations and it has a large concentration on retailers as
ultimate customers--Europe's top-five retailers account for about
40% of European RPC volumes. The company's main geographic focus is
the mature European market, where it generates about two-thirds of
revenue. In our view, geographic diversity may improve over time if
IFCO succeeds in capitalizing on its established foothold in the
attractive and continuously expanding markets of Latin America,
China, and Japan. However, winning a share of a new market tends to
be a long-term process, because of low RPC penetration and
differing market characteristics. IFCO's second-largest market
North America, for example, is dominated by growers, rather than
retailers and is characterized by relatively long transportation
distances between growers, distribution centers, and retail stores.
Retailers in the U.S. use RPCs from almost all providers, because
the choice is frequently determined by their suppliers. RPCs in the
U.S. are also standardized, which lowers barriers to entry.
Although this reduces the risk of losing a retailer customer,
volumes must be shared with other RPC providers and won from
individual suppliers.

S&P said, "The stable outlook reflects our view that IFCO will
maintain single-digit revenue growth, solid liquidity, and stable
EBITDA margins, resulting in adjusted debt to EBITDA remaining at
5.0x-5.5x.

"Based on the strength of IFCO's business profile and relative
resilience, we consider the company has ample headroom under the
forecast credit ratios for any unexpected low-probability but
high-impact events, which makes a rating downgrade unlikely over
the next 12 months.

"However, we could consider a downgrade if IFCO pursues material
discretionary spending such as a debt-funded acquisition or
shareholder returns that result in adjusted debt to EBITDA
weakening materially above 6.0x for a prolonged period. We could
also lower the rating if IFCO experiences unforeseen setbacks in
operating performance that have an adverse effect on the company's
stable earnings and profitability. This could arise, for example,
if it lost major retailer contracts, or saw intensified pricing
pressure or operational disruption.

"We could consider an upgrade if IFCO demonstrated a consistent
more prudent financial policy, such that adjusted debt to EBITDA
improves and stays below 5.0x. We consider that a positive rating
action would be also contingent on IFCO retaining its competitive
strengths and stable profitability."


KIWI VFS I: Moody's Downgrades CFR to B3, Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded Kiwi VFS SUB I S.a r.l.'s
corporate family rating (CFR) to B3 from B2 and the probability of
default rating (PDR) to B3-PD from B2-PD. Concurrently, Moody's has
also downgraded all the instrument ratings to B3 from B2,
including: the USD39 million senior secured revolving credit
facility (RCF) due 2023, the USD51 million senior secured revolving
credit facility, guarantee facility due 2023, the GBP341 million
senior secured term loan B1, first lien due 2024, and the EUR363
million senior secured term loan B2, first lien due 2024. All the
facilities are borrowed by Kiwi VFS SUB II S.a r.l. and guaranteed
by Kiwi VFS SUB I S.a r.l. The outlook is negative.

RATINGS RATIONALE

The downgrade was prompted by Moody's view that the company will
face significant pressure on all of its key credit metrics for
considerably longer than previously expected due to travel
disruptions caused by the coronavirus pandemic. Although some
travel has resumed and there are positive signs of an emerging
vaccine, the recent spike in coronavirus cases, resumption of
lockdowns, imposition of quarantines, and timing expectations for a
significantly inoculated global population generate a high degree
of uncertainty around the prospects for recovery of the travel
sector, and therefore, by extension VFS. Moody's expects leverage
(Moody's-adjusted debt/EBITDA) to approach 14x in 2021 and to
gradually return to the level commensurate for a B-rated entity
during 2022. However, cash burn continues to erode the company's
liquidity position and any unexpected delays in the recovery
trajectory would require additional cost saving and/or other
actions to be implemented. The B3 ratings also factor in Moody's
expectation of continued shareholder support to be provided if
necessary, on terms comparable to that already provided.

The B3 CFR is constrained by (1) the company's high customer
concentration; (2) the short-term volatility in the demand for visa
applications due to macro-economic conditions; (3) its exposure to
foreign-exchange movements owing to the mismatch between the
reporting currency (e.g. CHF) and the main operating currencies
(e.g. GBP, USD and Euro) although adequately managed at a
transactional level.

VFS' rating is supported by (1) Shareholder support as evidenced
through the recent provision of a new CHF140 million loan facility
as well as third party liquidity boost already demonstrated and
potentially available going forward given the company still has
basket availability; (2) the company's leading position with a 54%
share in the growing visa application services outsourcing market;
(3) the company's broad and diversified geographic presence in144
countries which provides for a degree of competitive advantage
because governments and missions are seeking global contracts; (4)
favourable industry fundamentals for (airline passenger) outbound
travel during normal operating conditions as well as visa
outsourcing trends which will accelerate in a post-COVID world,
and; (5) the exclusivity of its service for the client governments
so that travelers will have to use VFS' services (6)
Diversification of visa applicant base including 'less
discretionary' categories such as work, student, religious and
settlement as well as leisure and business categories (7) relevant
proportion of applicant volume from in country citizen services
(e.g. passport applications) as well as visa land routes -- all of
which are not dependent on air travel.

The negative outlook reflects the Moody's view that VFS will
continue to experience underperformance from the coronavirus
outbreak, but that the company will be able to continue to offset
these adversities and support liquidity shortfalls through customer
negotiation, cost control and potential shareholder support,
without negatively impacting lenders. The outlook could be
stabilized if there is enough clarity regarding the coronavirus
situation to reliably establish that the company's credit metrics
are expected to stay well within the established key indicators
commensurate for the B3 rating including Moody's-adjusted leverage
reducing towards 7x within the next 12-18 months.

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

Upward pressure on the ratings is not expected in the near term but
could materialize over time if VFS recovers from the impact on its
business of the coronavirus pandemic and reduces its (Moody's
adjusted) debt/EBITDA sustainably below 7x. No expectation of a
potential re-leveraging through a dividend recapitalization or
material debt funded acquisition would also likely be a requirement
of any upgrade.

Conversely, downward ratings pressure would occur if (1) leverage
is expected to stabilize at a sustainable level above 7x; (2)
liquidity materially deteriorates; (3) the company loses a material
customer, or; (4) the company adopts a more aggressive financial
policy.

LIQUIDITY

Moody's considers VFS's liquidity position to be adequate for its
near-term needs, driven by: (1) around CHF120 million of cash on
balance sheet as of September 30, 2020 including CHF45 million of
drawn RCF and CHF100 million of new shareholder loans; (2) CHF40
million of shareholder loans available for drawdown -- expected in
Q1 2021; (3) a new CHF20 million RCF which can be used following
the full drawdown of the CHF140 million shareholder loan; (4) no
term debt amortization until 2024; RCF matures in 2023. The RCF has
one springing financial covenant (total net leverage ratio), which
has been changed to a minimum liquidity covenant set with adequate
headroom until Q1 2022.

STRUCTURAL CONSIDERATIONS

Using Moody's Loss Given Default for Speculative-Grade Companies
methodology published in December 2015, the B3-PD Probability of
Default Rating (PDR) is in line with the CFR. This is based on a
50% recovery rate, as is typical for transactions including only
1st lien bank debt with no financial maintenance covenants. The
term loans including the new CHF140 million shareholder loan, the
RCF, and guarantee facility all rank pari passu and are rated in
line with the CFR. All debt facilities are secured by pledges over
shares, bank accounts and receivables, and guaranteed by material
subsidiaries representing at least 80% of the consolidated EBITDA
and gross assets.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
VFS from the current weak economic activity globally and a gradual
recovery for the coming months. Although an economic recovery is
underway, it is tenuous and its continuation will be closely tied
to containment of the virus. As a result, the degree of uncertainty
around Moody's forecasts is unusually high. The international
travel sector falls amongst the industry sectors most significantly
affected by the shock triggered by the pandemic.

PRINCIPAL METHODOLOGY

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

PROFILE

Established in 2001, VFS Global is the world's largest outsourcing
specialist for governments and diplomatic missions worldwide. In
2019 the company generated CHF750 million of revenue and reported
CHF218 million of EBITDA (post IFRS16). VFS has been legally
separated from the Kuoni Group since May 19, 2017 and the
management team is based in Dubai. Private equity firm EQT is the
main shareholder of VFS.



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

JUBILEE CLO 2014-XI: S&P Affirms B- (sf) Rating on Class F-R Notes
------------------------------------------------------------------
S&P Global Ratings affirmed and removed from CreditWatch negative
its credit ratings on Jubilee CLO 2014-XI B.V.'s class D-R, E-R,
and F-R notes. At the same time, we affirmed our ratings the class
A-R, B-R, and C-R notes.

S&P's ratings address timely payment of interest and ultimate
payment of principal on the class A-R and B-R notes and the
ultimate payment of interest and principal on the class C-R, D-R,
E-R, and F-R notes.

On Sept. 15, 2020, S&P placed on CreditWatch negative S&P's ratings
on the class D-R, E-R, and F-R notes following a number of negative
rating actions on corporates with loans held in Jubilee CLO
2014-XI. S&P's rating actions reflected coronavirus-related
concerns and the current economic dislocation.

The rating actions follow the application of our relevant criteria
and our assessment of the transaction's performance using data from
the October 2020 trustee report.

S&P said, "Since our previous full review of the transaction in
April 2018, our estimate of the total collateral balance
(performing assets, principal cash, and expected recovery on
defaulted assets) held by the CLO has decreased by over EUR15
million with a negative cash balance of just over EUR300,000. As a
result, available credit enhancement has decreased for all rated
notes.

"In our view, the credit quality of the portfolio has deteriorated
since our previous review due to the increase in 'CCC' rated assets
to about EUR24.53 million from EUR12.96 million, and defaulted
rated assets to about EUR3.27 million from EUR0 million. However,
the weighted-average life (WAL) has decreased to 4.55 years from
5.67 years, and there has been a reduction in asset
concentration."

  Portfolio Benchmarks
                                    Current       Previous review
  SPWARF                           2,867.49           2748.25
  Default rate dispersion (%)        658.29            571.83
  Weighted-average life (years)        4.55              5.67
  Obligor diversity measure          104.88             89.78
  Industry diversity measure          19.03             17.51
  Regional diversity measure           1.23              1.29

  SPWARF--S&P Global Ratings weighted-average rating factor.

On the cash flow side, S&P notes that:

-- The reinvestment period for the transaction will end in April
2021.

-- No class of notes is deferring interest.

-- The reinvestment overcollateralization coverage test is failing
as of the October 2020 trustee report with all other coverage tests
passing.

  Transaction Key Metrics
                                        Current   Previous review*
  Total collateral amount (mil. EUR)**   388.39      403.77
  Defaulted assets (mil. EUR)              3.27        0.00
  Number of performing obligors          164.00      126.00
  Portfolio weighted-average rating         B           B          
   
  'CCC' assets (%)                         6.32        3.21
  'AAA' WARR (%)                          37.56       36.27
  WAS (%)                                  3.51        3.57

  *Under previous CLO criteria.
**Performing assets plus cash and expected recoveries on defaulted
assets.
   WARR--Weighted-average recovery rate.
   WAS--Weighted-average spread.

S&P said, "Following the application of our criteria, for the class
B-R, C-R, and D-R notes, our credit and cash flow analysis indicate
that the available credit enhancement could withstand stresses
commensurate with higher rating levels than those we have assigned.
However, as the CLO is still in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
have capped our assigned ratings on these classes of notes. The
class A-R notes are still able to withstand the stresses we apply
at the currently assigned rating, based on their available credit
enhancement levels.

"On a standalone basis, the results of our cash flow analysis
indicated that the class E-R and F-R notes could pass at the
currently assigned rating. Although the collateral portfolio's
credit quality has deteriorated, the scenario default rate (SDR)
has decreased because of the reductions in both the WAL and asset
concentration. Additionally, our cash flow analysis highlights a
general increase in excess spread cash flows attributable to the
class E-R and F-R notes. In our view, this is because the
weighted-average recovery rate (WARR) increased, which resulted in
an increase in the break-even default rate (BDR) at the currently
assigned rating. The BDR represents the gross level of defaults
that the transaction may withstand at each rating level.

"We have therefore affirmed our ratings on the class A-R to C-R
notes, and we have affirmed and removed from CreditWatch negative
our ratings on the class D-R to F-R notes.

"In our view, the portfolio is granular in nature, and
well-diversified across obligors, industries, and asset
characteristics when compared with other CLO transactions.

"Counterparty, operational, and legal risks are adequately
mitigated in line with our criteria.

"For CLOs where the documented downgrade provisions reflect our
2013 counterparty rating framework, we have also analyzed the CLOs
in accordance with our current counterparty criteria.

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

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 will continue to review the ratings on our transactions in
light of these macroeconomic events. S&P will take further rating
actions, including CreditWatch placements, as it deems
appropriate.

  Ratings List

  Class   Amount    Rating            Credit enhancement(%)
        (mil. EUR)  To        From          at last review(%)
                                    Interest rate
                 
  A-R     235.00    AAA (sf)  AAA (sf)              39.49    41.80

                                Three/six-month EURIBOR plus 0.87%

  B-R      46.50     AA (sf)   AA (sf)              27.52    30.28

                                Three/six-month EURIBOR plus 1.40%

  C-R      36.50      A (sf)    A (sf)              18.12    21.24
                                Three/six-month EURIBOR plus 2.10%

  D-R      23.00    BBB (sf)  BBB (sf) /Watch Neg   12.20    15.55
                         Three/six-month EURIBOR plus 3.30%

  E-R      18.60     BB (sf)   BB (sf) /Watch Neg    7.41    10.94
                                Three/six-month EURIBOR plus 5.40%

  F-R      11.80     B- (sf)   B- (sf) /Watch Neg    4.37     8.02
                                Three/six-month EURIBOR plus 7.35%

  EURIBOR--Euro Interbank Offered Rate.


JUBILEE CLO 2015-XV: S&P Cuts Class E Notes Rating to 'BB- (sf)'
----------------------------------------------------------------
S&P Global Ratings lowered to 'BB- (sf)' from 'BB (sf)' and removed
from CreditWatch negative its credit rating on Jubilee CLO 2015-XV
B.V.'s class E notes and affirmed and removed from CreditWatch
negative its 'B- (sf)' rating on the class F notes. At the same
time, S&P has affirmed its 'AAA (sf)', 'AA+ (sf)', 'A+ (sf)', and
'BBB (sf)', ratings on the class A-R, B-R, C-R, and D-R notes,
respectively.

On Sept. 15, 2020, S&P placed on CreditWatch negative its ratings
on the class E and F notes following a number of negative rating
actions on corporates with loans held in Jubilee CLO 2015-XV,
driven by coronavirus-related concerns and the current economic
dislocation.

The rating actions follow the application of its relevant criteria
and reflect the deterioration of the portfolio's credit quality.

Since S&P's previous full review of the transaction, S&P's estimate
of the total collateral balance (performing assets, principal cash,
and expected recovery on defaulted assets) held by the CLO has
slightly decreased, mainly due to par loss from the presence of
defaulted obligations. As a result, available credit enhancement
has decreased for all rated notes.

  Table 1

  Credit Analysis Results

  Class   Current amount   Credit enhancement   Credit enhancement
            (mil. EUR)    as of November 2020      at previous
                           (%; based on the         review (%)
                         October payment report)

   A-R         247.99             40.75              41.13
   B-R          60.25             26.36              27.10
   C-R          26.00             20.15              21.05
   D-R          23.50             14.53              15.57
    E           27.00              8.08               9.28
    F           15.25              4.44               5.73
   Sub notes    46.00               N/A                N/A

   N/A--Not applicable.

S&P said, "Since our previous review, the portfolio's credit
quality has deteriorated due to the increase in 'CCC' rated assets
to about EUR25.74 million from EUR24.06. Additionally, we placed on
CreditWatch negative our ratings on 0.60% of the assets comprising
the performing pool balance. Of this balance, 1.05% is currently in
default."

  Table 2
  Transaction Key Metrics

                             As of November 2020    At S&P's
                            (based on the October   previous
                                payment report)       review
  SPWARF                               2,941.40     2,851.75
  Default rate dispersion                646.76       580.10
  Weighted-average life (years)            3.96         4.46
  Obligor diversity measure               94.14       101.74
  Industry diversity measure              16.25        18.50
  Regional diversity measure               1.18         1.26
  Total collateral amount, including
    recoveries from defaulted assets
     (mil. EUR)                          418.56       421.24
  Defaulted assets (mil. EUR)              4.41            0
  Number of performing obligors             140          158
  'AAA' WARR (%)                          37.26        37.58

  SPWARF--S&P Global Ratings' weighted-average rating factor.   
  WARR--Weighted-average recovery rate.

S&P said, "Following the application of our criteria, the class
A-R, B-R, and C-R notes are still able withstand the stresses we
apply at the currently assigned ratings, based on their available
credit enhancement levels. We have therefore affirmed our ratings
on these classes of notes.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class D-R notes could withstand stresses
commensurate with a higher rating level than that currently
assigned. However, in our analysis we have also taken into
consideration the current macroeconomic and sector outlook, the
junior position of this class of notes, and its sensitivity to any
potential future credit deterioration. We have therefore affirmed
our 'BBB (sf)'rating on the class D-R notes.

"Our analysis of the class E notes shows that it can pass our cash
flow stresses at its current rating. However, we have also
considered the level of rating cushion and the level of credit
enhancement, which has reduced since our previous full review.
Other factors such as the deterioration in the collateral
portfolio's credit quality, specifically in terms of 'CCC' rated
asset exposure and the proportion of assets now in default, coupled
with a decline in recoveries across all rating levels, a reduction
in available excess spread, and a short residual life of the
transaction, are likely to affect the level of credit enhancement
for the class E notes in the foreseeable future. We have therefore
lowered to 'BB- (sf)' from 'BB (sf)' and removed from CreditWatch
negative our rating on the class E notes.

The class F notes' current BDR cushion is -1.19%. Based on the
portfolio's actual characteristics and additional overlaying
factors, including our long-term corporate default rates and the
class F notes' credit enhancement, this class is able to sustain a
steady-state scenario, in accordance with our criteria. S&P's
analysis further reflects several factors, including:

-- The class F notes' available credit enhancement is in the same
range as that of other CLOs S&P has rated and that have recently
been issued in Europe.

-- S&P's model-generated portfolio default risk is at the 'B-'
rating level at 25.18% (for a portfolio with a weighted-average
life [WAL] of 3.96 years) versus 12.31% if S&P was to consider a
long-term sustainable default rate of 3.1% for 3.96 years.

-- Whether the tranche is vulnerable to non-payment in the near
future.

-- If there is a one-in-two chance for this note to default.

-- If S&P envisions this tranche to default in the next 12-18
months.

S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F notes is commensurate with a 'B-
(sf)' rating. We have therefore affirmed and removed from
CreditWatch negative our 'B- (sf)' rating on the class F notes.

"In our view, the portfolio is granular in nature, and
well-diversified across obligors, industries, and asset
characteristics when compared to other CLO transactions we have
rated recently. Hence we have not performed any additional scenario
analysis.

"Counterparty, operational, and legal risks are adequately
mitigated in line with our criteria.

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

"In light of the rapidly shifting credit dynamics within CLO
portfolios due to continuing rating actions (downgrades,
CreditWatch placements, and outlook changes) on speculative-grade
(rated 'BB+' and lower) corporate loan issuers, we may make
qualitative adjustments to our analysis when rating CLO tranches to
reflect the likelihood that changes to the underlying assets'
credit profile may affect a portfolio's credit quality in the near
term. This is consistent with paragraph 15 of our criteria for
analyzing CLOs. To do this, we typically review the likelihood of
near-term changes to the portfolio's credit profile by evaluating
the transaction's specific risk factors. For this transaction, we
took into account 'CCC' and 'B-' rated assets and assets with
ratings on CreditWatch negative."

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, "We will continue to review the ratings on our
transactions in light of these macroeconomic events. We will take
further rating actions, including CreditWatch placements, as we
deem appropriate."




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

FG BCS: S&P Alters Outlook to Positive, Affirms 'B/B' ICRs
----------------------------------------------------------
S&P Global Ratings revised the outlook on FG BCS and its rated
subsidiaries to positive from stable. S&P affirmed its issuer
credit ratings on FG BCS at 'B/B' and on its operating subsidiaries
BrokerCreditService (Cyprus) Ltd., BrokerCreditService Structured
Products PLC, and BCS Prime Brokerage Ltd. at 'B+/B'.

S&P said, "The outlook revisions reflect our belief that BCS will
benefit from the favorable market trends and strengthening
regulatory oversight in Russia. We believe that the Central Bank of
Russia's progressively stricter regulation of domestic securities
firms aims to protect unqualified retail investors and strengthen
liquidity and capital requirements.

"We believe the operating environment will continue to support
Russian securities firms', including BCS', growth in 2021-2022. We
expect continued strong growth in the number of retail investors,
as well as brokerage asset volume in the next two years thanks to
the record low interest rates for deposits, the newly introduced
tax on deposits exceeding Russian ruble (RUB) 1 million (about
$13,000), the opening of brokerage accounts being made easier, the
cancellation of brokerage commissions by some brokers, and
developments in electronic trading. Registered retail brokerage
clients in Russia reached about 7 million at end-October 2020, up
from about 2 million two years earlier. This creates favorable
growth opportunities for all market participants, whether
independent brokers or banks' brokerage subsidiaries.

"We note that Russian banks are rapidly converting their retail
depositors into brokerage clients, but that BCS will continue to
maintain an advantage given it can additionally offer proprietary
trading, market-making, structured products, and other specialized
products. We expect BCS will further diversify its customer base
and revenue sources, thus decreasing revenue volatility and
dependence on trading income. More clients mean more stable fee and
commission income. At the same time, we will monitor if BCS is able
to adequately control risks stemming from rapid business growth, as
well as the increasing diversification and complexity of its
operations."

: FG BCS

The positive outlook on non-operating holding company FG BCS over
the next 12 months reflects our expectation that it will likely
benefit from the broader BCS group's strengthening business and
financial profile.

Upside scenario  

An upgrade of FG BCS in the next 12 months would depend on an
upward revision of the group's stand-alone credit profile (SACP).
Additionally, S&P would need to conclude that more prudent
regulation of the Russian securities industry will not increase the
potential for regulatory restrictions on the group operating
companies' paid dividends to FG BCS. A positive rating action would
also hinge on FG BCS maintaining an adequate liquidity profile and
low debt.

Downside scenario  

S&P could revise the outlook to stable over the next 12 months if
it sees reduced upside potential for group's SACP, or a higher risk
of regulatory restrictions on dividend payments by group operating
companies to FG BCS.

Outlook: BrokerCreditService (Cyprus) Ltd., BrokerCreditService
Structured Products PLC, and BCS Prime Brokerage Ltd.

S&P said, "The positive outlook on FG BCS' core operating
subsidiaries reflects our expectation that strengthening regulatory
oversight in Russia, coupled with favorable growth prospects in the
retail segment would enable BCS to achieve sustainable controlled
business growth and diversify revenue without increasing its risk
profile in the next 12 months. We further anticipate that these
three subsidiaries will remain central to BCS's growth strategy and
would benefit from any necessary support from the parent.

"We would revise upward our assessment of group's SACP and
consequentially upgrade these subsidiaries in the next 12 months if
we see continuing decreasing risks in the Russian securities
industry. For an upgrade, BCS would also have to demonstrate
sustainable controlled growth and maintain strong capital buffers
and an adequate liquidity and funding profile.

"We could revise the outlook to stable if we see increasing risks
in the Russian securities market and/or that BCS's rapid business
growth is putting pressure on its risk position or capitalization.
We could also revise the outlook if additional operational and
execution risks arise from the new organizational structure.

"In addition, we could take a negative action on any of these
subsidiaries if we perceive that their importance for the group is
diminishing, or we see reduced prospect of support."




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

BANCO DE CREDITO: S&P Assigns 'BB/B' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'BB/B' long- and short-term issuer
credit ratings to Spain-based Banco de Credito Social Cooperativo
S.A. (BCC) and Cajamar Caja Rural S.S.C. (Cajamar). The outlook is
stable.

The rating on BCC and Cajamar balances the group's comparatively
high stock of problematic assets, geographically concentrated
business, and limited profitability, with GCC's resilient
cooperative franchise in its core regions, adequate capitalization,
and predominantly retail funding profile.

GCC is the largest cooperative banking group in Spain, with EUR53
billion total assets as of end-September 2020. It operates through
a network of 18 credit cooperatives, of which Cajamar is the
largest (accounting for about 86.5% of the business). BCC is the
group's central body and acts as its central bank, providing
financial and credit services to the credit cooperatives. It is 92%
owned by all of the cooperatives. S&P considers both to be core
subsidiaries of the group. GCC benefits from a loyal customer base
and deep expertise in the agrobusiness, where it holds a 15%
national market share. Its overall size, however, is limited
(holding just 2.9% of the system's loans and 2.5% of deposits), and
it is geographically concentrated in the southern Mediterranean
basin.

GCC has a traditional banking profile and serves both companies and
individuals. It is prudently managed. Loans to small and midsize
enterprises (SMEs), agribusiness, and corporates represented 48% of
the group's lending book at end-September 2020, and retail
mortgages, 39%. Its profitability is limited, primarily due to its
high cost base, which is partially explained by its large branch
network, including in remote rural areas, and will be under
increased pressure during the pandemic due to higher provisions and
lower fee income. S&P forecasts the group's return on equity at
0.5%-1.0% in 2020 and 2021, down from an already weak 2.9% in 2019.
That said, its cooperative and unlisted status puts less pressure
on Cajamar's profitability compared with listed and commercial
banks, in S&P's view. The group has strong ties with the local
communities where it operates, providing a funding advantage. Its
funding profile is primarily retail-oriented, with customer
deposits accounting for 72% of its funding base at end-September
2020. Its liquidity is comfortable, with liquid assets covering
short-term funding by more than 2x at end-2019.

GCC's capital has been strengthening over recent years thanks to
retained profits, regular contributions from its cooperative
partners, and significant deleveraging. At end-2019, the group's
risk-adjusted capital (RAC) ratio stood at 7.8%, a level
commensurate with our adequate assessment. However, we expect it
will decline to around 7.0%-7.5% over the next 12-18 months as
limited profitability will not be enough to fund asset growth, with
capital build up accounting for about 0.5% compared with 8.4% as of
2019.

GCC has a higher risk profile than peers, which weighs on our view
of its RAC strength. It accumulated a large stock of problem loans
during the last recession due to its high exposure to real estate
developers. While it has reduced this exposure over recent years,
it is still elevated and higher than that of domestic peers (with a
foreclosed assets ratio of 5.1% and nonperforming loans ratio of
5.6% at end-June 2020). In the current difficult environment, the
group will need longer to align its asset quality metrics with
those of peers. Additionally, the pandemic-induced economic
downturn is likely to push up problem loans. S&P said, "However,
given that the group's underwriting standards have improved--and
new production is of better quality and focused on agribusiness,
SMEs, and professionals--we expect asset quality deterioration to
be manageable. We expect nonperforming assets to increase to around
12.5% of gross loans in 2021 from 11% in end-June 2020. We also
forecast higher credit losses of around 120 basis points (bps) in
2020 and 100 bps in 2021, which is high compared with peers."

S&P said, "We analyze Cajamar using the consolidated financial
information of GCC. We assign a 'bb' group credit profile (GCP) to
GCC and consider both BCC and Cajamar as core subsidiaries, rating
them at the level of the GCP."

The GCC group operates as a single bank under the legal structure
Institutional Protection Scheme. All group participants, the
central organ, and the 18 credit cooperatives mutualize 100% of
their balance sheet and profit and loss accounts. The structure of
GCC is based on a contract that legally binds all the institutions
together, being considered a single group for regulatory purposes
and supervised by the European Central Bank. Individual entities
are exempt from solvency and liquidity requirements as these are
supervised on a consolidated basis. Compared with other cooperative
banking structures, GCC's organizational structure is much more
integrated and efficient. Specifically, the 18 cooperatives operate
like branches; they have commercial capacities but do not have any
managerial independence, therefore there are no duplications.

S&P siad, "The 'B' issue rating on the subordinated notes issued by
BCC is three notches below the issuer credit rating on the bank. As
per the notes' terms and conditions, we deduct two notches for
contractual subordination as we consider the instruments to be
subordinated to senior creditors' claims. We then deduct a further
notch given that it is a regulatory capital instrument, and the
instruments are available to absorb losses, via statutory loss
absorption, at the point of the bank's nonviability. Given the lack
of going-concern loss-absorption, we do not include the instruments
in our calculation of Cajamar's total adjusted capital.

"The stable outlook indicates that at the current level, the
ratings have room to absorb the likely deterioration that we expect
to see in GCC's credit metrics amid the difficult economic
environment in the next 12-18 months. We expect nonperforming
assets to increase to 12.5% by end-2021. We anticipate that the
group will avoid posting losses, but the combination of higher
provisions and earnings pressure, together with a still large cost
base, will lead to modest bottom-line results. Despite
profitability pressures, we expect GCC to preserve a resilient
business model in its core region, and its funding advantage.
Capital could decline somewhat, standing closer to the lower
threshold of our adequate capital assessment. Furthermore, higher
economic risks in Spain could pull the group's RAC to below 7%, but
we don't think our risk-adjusted view of capital will change."

Upside scenario

S&P siad, "We consider an upgrade unlikely at this stage. We could
take this action if GCC's loan book performance proved resilient
through the difficult months, allowing the group to significantly
reduce the gap of its asset quality metrics versus domestic peers,
while at the same time preserving adequate capitalization, amid
easing Spanish economic risks."

Downside scenario

S&P could lower the ratings if the bank's asset quality
deteriorates more than it anticipates or if credit losses
materially impair the bank's capital base.

CELLNEX TELECOM: S&P Assigns BB+ Long-Term ICR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term issuer credit
rating to Cellnex Finance Co. S.A.U. (Cellnex Finance).

The stable outlook reflects that on the parent, Cellnex Finance Co.
S.A.U. (Cellnex Finance).

The company will act as a financing subsidiary of the Cellnex
group.

S&P assesses it as core because the company plays an integral role
in group financing. Cellnex Finance's sole activity is to raise
debt on behalf of the group and it is wholly owned.

The outlook on Cellnex Finance mirrors that on Cellnex Telecom.

S&P could lower the rating on Cellnex Finance if it lowers the
rating on Cellnex Telecom.

S&P could raise the rating on Cellnex Finance if it raises the
rating on Cellnex Telecom.


HAYA REAL ESTATE: S&P Cuts ICR to 'SD' on Distressed Debt Exchange
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Spain-based
Haya Real Estate SAU to 'SD' (selective default) from 'CC' and its
rating on the senior secured notes to 'D' from 'CC'. S&P's recovery
rating of '4(30%)' remains unchanged.

S&P said, "We are also removing all ratings from CreditWatch with
negative implications where we place them on Nov. 17, 2020. We
expect to reevaluate Haya's amended capital structure and
creditworthiness in the coming weeks.

"The downgrade follows the repurchase of notes below par through a
tender offer.   Haya announced the completion of its Dutch-auction
tender offer. We understand that it used EUR43 million of cash
proceeds to repurchase EUR51 million of notes. Both the fixed rate
loan and the floating rates loans were repurchased at 85% and
84.875% of the original price respectively. As a result, the
noteholders received less than the original promise and we
therefore view the repurchase as tantamount to default. Our senior
secured notes are lowered to 'D' as a result.

"We intend to review our ratings on Haya over the coming weeks.  
In doing so, we will incorporate any potential for further debt
exchange offers and our forward-looking opinion of the company's
creditworthiness. In our assessment, we will incorporate our
forward-looking view on Haya's operational performance and the
potential impact from the pandemic on business operations, as well
as the potential pipeline of nonperforming assets, the revised
capital structure, and the upcoming notes maturity in 2022."


MADRID RMBS I: Moody's Upgrades EUR75MM Class C Notes to Ba1
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of nine notes and
affirmed the ratings of four notes in three Spanish RMBS deals. The
rating action reflects:

  - Better than expected collateral performance

  - The increased levels of credit enhancement for the affected
notes

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain the current rating on the affected
notes.

Issuer: MADRID RMBS I, FTA

EUR1340M Class A2 Notes, Affirmed Aa1 (sf); previously on Jun 29,
2018 Affirmed Aa1 (sf)

EUR70M Class B Notes, Upgraded to Aa2 (sf); previously on Jun 29,
2018 Upgraded to A1 (sf)

EUR75M Class C Notes, Upgraded to Ba1 (sf); previously on Jun 29,
2018 Upgraded to Ba3 (sf)

EUR34M Class D Notes, Upgraded to Caa3 (sf); previously on Sep 11,
2009 Downgraded to C (sf)

Issuer: MADRID RMBS II, FTA

EUR936M Class A2 Notes, Affirmed Aa1 (sf); previously on Jun 29,
2018 Affirmed Aa1 (sf)

EUR270M Class A3 Notes, Affirmed Aa1 (sf); previously on Jun 29,
2018 Affirmed Aa1 (sf)

EUR63M Class B Notes, Upgraded to Aa2 (sf); previously on Jun 29,
2018 Upgraded to A1 (sf)

EUR67.5M Class C Notes, Upgraded to Ba1 (sf); previously on Jun 29,
2018 Upgraded to Ba3 (sf)

EUR30.6M Class D Notes, Upgraded to Caa3 (sf); previously on Sep
11, 2009 Downgraded to C (sf)

Issuer: MADRID RMBS III, FTA

EUR1575M Class A2 Notes, Upgraded to Aa3 (sf); previously on Jun
29, 2018 Upgraded to A1 (sf)

EUR497M Class A3 Notes, Upgraded to Aa3 (sf); previously on Jun 29,
2018 Upgraded to A1 (sf)

EUR55.5M Class B Notes, Affirmed B2 (sf); previously on Jun 29,
2018 Affirmed B2 (sf)

EUR90M Class C Notes, Upgraded to Caa1 (sf); previously on Sep 11,
2009 Downgraded to Ca (sf)

Maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The rating action is prompted by:

  - Decrease in key collateral assumptions, namely the portfolio
Expected Loss (EL) and MILAN CE assumptions due to better than
expected collateral performance

  - An increase in credit enhancement for the affected tranches

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolio reflecting the collateral performance
to date.

The performance of the transactions has continued to improve since
the last rating actions on all the affected transactions. Total
delinquencies have increased only marginally in the past year, with
90 days plus arrears currently standing at 0.14%, 0.12% and 0.25%
of current pool balance, respectively, for MADRID RMBS I, FTA,
MADRID RMBS II, FTA and MADRID RMBS III, FTA. Cumulative defaults
have been broadly stable at 19.73%, 21.26% and 22.90% of original
pool balance, respectively, for MADRID RMBS I, FTA, MADRID RMBS II,
FTA and MADRID RMBS III, FTA over the past year.

Moody's decreased the expected loss assumption to 11.60%, 12.45%
and 13.65% as a percentage of original pool balance, respectively,
for MADRID RMBS I, FTA, MADRID RMBS II, FTA and MADRID RMBS III,
FTA from 11.89%, 12.77% and 14.00%, respectively, due to the
improving performance.

Moody's updated the MILAN CE due to the Minimum Expected Loss
Multiple, a floor defined in Moody's methodology for rating EMEA
RMBS transactions. As a result, Moody's has decreased the MILAN CE
assumptions to 21.00%, 21.00% and 23.00%, respectively, for MADRID
RMBS I, FTA, MADRID RMBS II, FTA and MADRID RMBS III, FTA.

Increase in Available Credit Enhancement

Replenishment of the reserve fund for MADRID RMBS I, FTA and MADRID
RMBS II, FTA and a reduction in the unpaid principal deficiency
ledger for MADRID RMBS III, FTA led to the increase in the credit
enhancement available in these transactions.

For instance, the credit enhancement for the most senior tranches
upgraded in the rating action increased to 23.51%, 24.49% and
23.60% from 18.07%, 19.11% and 18.45%, respectively, on MADRID RMBS
I, FTA, MADRID RMBS II, FTA and MADRID RMBS III, FTA since the last
rating action.

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

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

PRINCIPAL METHODOLOGY

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

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

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected; (2) an increase in available
credit enhancement; (3) improvements in the credit quality of the
transaction counterparties; and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) an increase in sovereign risk; (2) performance
of the underlying collateral that is worse than Moody's expected;
(3) deterioration in the notes' available credit enhancement; and
(4) deterioration in the credit quality of the transaction
counterparties.



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

ILIM TIMBER: Moody's Affirms B2 CFR; Alters Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service changed Ilim Timber Continental S.A.'s
(Ilim Timber) outlook to stable from negative. At the same time,
Moody's affirmed the B2 corporate family rating (CFR) and the B2-PD
probability of default rating.

RATINGS RATIONALE

The rating action reflects Moody's expectation that Ilim Timber's
operating performance and credit metrics will improve materially in
2020 because of very strong industry conditions. Although the
market environment is likely to moderate in 2021, the company
should sustain its improved credit quality thanks to its adherence
to a balanced financial policy, positive free cash flow (FCF)
generation, and focus on gradual debt reduction.

Demand for sawn timber has been relatively resilient across key
regions this year despite the pandemic while prices significantly
increased in the second half of 2020 from a low in 2019. This
together with a decrease in the cost of logs in Germany due to a
temporary oversupply should result in Ilim Timber's strong
operating performance. Its revenue is likely to remain flat in 2020
but EBITDA almost to double to EUR65 million-EUR70 million from
EUR36 million in 2019 with EBITDA margin expanding to 12%-14% from
7% over the same period. However, because the highly favourable
market conditions will fade off over the next 12 months, EBITDA is
likely to decrease to a more sustainable level of EUR50
million-EUR60 million in 2021.

Moody's expects Ilim Timber's leverage, measured as
Moody's-adjusted debt/EBITDA, to decrease below 3.0x by the end of
2020 from 5.8x in 2019 due to a significant rise in EBITDA and then
to level off at 3.0x-3.5x in 2021 on the back of some contraction
in earnings which will be balanced by continuing debt repayment.
The company may reduce its gross debt to $175 million-EUR185
million by year-end 2020 and to EUR150 million-EUR165 million by
year-end 2021 from EUR206 million as of December 31, 2019. Ilim
Timber should generate positive FCF (after shareholder
distributions) of EUR15 million-EUR20 million a year in 2020-21
thanks to moderate working capital needs and modest maintenance
capital spending.

The company pursues a prudent financial policy. It prioritises
deleveraging over expansion and large shareholder distributions and
targets net leverage of 2.0x-2.5x on a reported basis.

Ilim Timber's rating factors in (1) the company's geographic
diversification of assets, with two mills in Germany and the other
two in Eastern Siberia, Russia; (2) the proximity of the company's
production assets to reliable and accessible raw material supply
and an established distribution infrastructure; (3) its diversified
customer base and established sales channels to all key regions;
(4) the well-invested modern saw mills in Germany that require
low-maintenance capital spending; (5) the improving financial
discipline and focus on debt reduction; (6) the company's healthy
liquidity; and (7) its comfortable debt maturity profile of
EUR21million a year on average in 2021-22, before a balloon
repayment of around EUR135 million in November 2023.

The rating also takes into account (1) Ilim Timber's low product
portfolio diversification because around 74% of the company's sales
are represented by sawn timber, a market characterised by
seasonality and volatility in terms of volumes and prices; (2) its
fairly small size on a global scale, reflected in its revenue of
EUR496 million for the 12 months ended June 30, 2020; (3) high
operational concentration at Wismar mill in Germany; (4) somewhat
volatile spreads between cost of logs and sawn timber prices,
resulting in volatile profitability; (5) the fragile global
economic environment and uncertainty about the recovery path; and
(6) the company's partial exposure to an emerging market's (Russia)
operating environment.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Ilim Timber's rating incorporates corporate governance
considerations, in particular its highly concentrated ownership,
which creates the risk of rapid changes in the company's strategy
and development plans, revisions in its financial policy and an
increase in shareholder payouts or related-party transactions that
could be detrimental to the company's credit strength. This risk is
partially mitigated by covenants and dividend payment rules under
the syndicated debt facility signed in November 2018. Ilim Timber's
track record over the last four years also demonstrates adherence
to prudent financial policies and consistent strategy.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Ilim Timber's comfortable positioning
within the B2 rating category and Moody's expectation that in the
next 12-18 months the company will (1) maintain its
Moody's-adjusted debt/EBITDA below 4.0x; (2) continue to generate
positive FCF; and (3) maintain at least adequate liquidity.

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

Moody's does not anticipate a positive pressure on the rating to
build up over the next 12-18 months. In a longer term Moody's could
consider the rating upgrade if the company was to (1) maintain a
strong balance sheet with Moody's-adjusted debt/EBITDA below 3.5x
and EBITDA interest coverage above 3.5x on a sustainable basis
including during market troughs, (2) maintain strong liquidity, and
(3) pursue a conservative financial policy and generate positive
post-dividend FCF on a sustainable basis. A rating upgrade would
also require good visibility into the company's ability to manage
short- and mid-term debt maturities and continued access to
funding.

Moody's could downgrade Ilim Timber's rating if its (1)
Moody's-adjusted debt/EBITDA was to rise above 5.0x on a sustained
basis; (2) operating performance, cash generation or market
position were to weaken materially; or (3) liquidity was to
deteriorate.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Paper and
Forest Products Industry published in October 2018.

Switzerland-domiciled Ilim Timber is one of the largest softwood
sawn timber producers in Europe. The company operates two
facilities in Germany and two in Russia, with a total annual
production capacity of 2.6 million cubic meters of sawn timber and
0.2 million cubic meters of plywood. For the 12 months ended June
30, 2020, Ilim Timber reported revenue of EUR496 million, of which
74% was derived from sawn timber, 15% from by-products and 11% from
plywood segment, and Moody's-adjusted EBITDA of EUR38 million. The
company generates 71% of its revenue from operations in Germany and
29% from its mills in Russia. Ilim Timber is controlled by the
Russian businessmen, Boris and Mikhail Zingarevich.



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

ISTANBUL METROPOLITAN: Fitch Rates USD Bond Issuance BB-(EXP)
--------------------------------------------------------------
Fitch Ratings has assigned Istanbul Metropolitan Municipality's
(BB-/Negative) upcoming bond issuance senior unsecured notes an
expected long-term rating of 'BB-(EXP)'. The proposed bond issuance
will be up to USD700 million (EUR554 million equivalent) and a
single tranche with a maturity of five years. The proceeds will be
used to refinance the construction of five metro lines.

The final rating is contingent on the receipt of documents
confirming the information already received.

KEY RATING DRIVERS

The proposed bond issuance will represent a direct, unconditional,
unsubordinated and unsecured obligation of Istanbul and will rank
pari passu with all of its present and future unsecured and
unsubordinated obligations, which are rated in line with Istanbul's
Long-Term Foreign-Currency Issuer Default Rating (IDR).

Istanbul has a Low Midrange risk profile combined with 'aa' debt
sustainability, leading to a Standalone Credit Profile (SCP) in the
'bbb' category. With debt service coverage just above 1x and a debt
burden of an average 131% and compared with its national and
international peers in the same rating category, the notch-specific
SCP is positioned at the lower end of the category at 'bbb-' and
compressed to a 'BB-' IDR due to the application of the sovereign
cap (BB-/Negative).

About 70% of Istanbul's total debt is in euros and unhedged,
exposing the city to significant FX risk, and therefore an increase
in its total debt in times of significant FX volatility. However,
Fitch expects the operating balance to remain robust in the rating
case, despite the negative operating environment reflected by the
Negative Outlook on its IDRs. Istanbul's preliminary total
budgetary turnouts for end of October 2020 reflect a balanced
budget with total revenue realisation accounting for TRY14.9
billion in line with the 2019 budgetary outturn during the same
period.

Istanbul's Environmental, Social and Governance Issues are of
minimal relevance to the rating.

RATING SENSITIVITIES

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

An upgrade of Istanbul's IDR would lead to positive rating action
on the senior unsecured notes.

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

A downgrade of Istanbul's IDR would lead to negative rating action
on the senior unsecured notes.

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

Istanbul's IDR is capped by the sovereign's IDR; therefore, any
sovereign rating change will be reflected on Istanbul's IDR.

ESG CONSIDERATIONS

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



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

ARCADIA GROUP: Break-up of Retail Empire "Only Way" Forward
-----------------------------------------------------------
BBC News reports that breaking up of the Arcadia retail empire,
which includes Topshop, Burton and Dorothy Perkins, is "the only
way" forward as it faces collapse, its former chief executive
said.

According to BBC, Lord Rose, now chairman of Ocado, said "people
will come and pick over the carcass" but not all the brands and
infrastructure are likely to sell.

"If you aren't relevant, you're probably going to die," he said.

Administrators could be appointed on Nov. 30, putting 13,000 jobs
at risk, BBC discloses.

Lord Rose, who was chief executive of Arcadia until it was bought
by retail tycoon Sir Philip Green in 2002, said the company had
been "caught out" by the "relentless pace of change" in retail,
which was only made worse by the Covid-19 crisis, BBC relates.

Analysts said Arcadia would be the biggest British corporate
collapse of the pandemic if it enters voluntary liquidation, BBC
notes.

According to BBC, they said that if a large part of its 500 shops
were forced to close, it would hollow out a huge swathe of the UK
High Street.

But the shops are expected to continue to trade if administrators
are called in, as buyers are sought for the company or its
individual brands, BBC says.

Lord Rose, as cited by BBC, said he did not want to "demonise" Sir
Philip, but said the controversial businessman had "not moved from
an analogue world to a digital world fast enough", blaming that on
a likely lack of investment over 10 or 15 years.

BBC business editor Simon Jack said that while Topshop is deemed to
have some value as a brand, insiders are less optimistic about the
appeal of Wallis Evans, Dorothy Perkins and Burton to buyers,
according to BBC.

Mr. Jack said Mike Ashley, founder of Sports Direct and owner of
House of Fraser, has been suggested as one possible buyer for some
of the brands, BBC notes.

If part or all of the company is sold, the proceeds would be likely
to end up in the Arcadia pension fund, which is hundreds of
millions of pounds in deficit and would have a priority claim on
the company's assets, BBC discloses.

Retail consultant Kate Hardcastle said Arcadia's brands had been
"suffering for years through under-investment" while paying out
large dividends, BBC notes.

She told the BBC that store closures could have a "knock-on effect"
which "casts a shadow" on other high street retailers by reducing
the overall footfall.

The future of the Arcadia brands is in developing an e-commerce
presence "rather than just bricks-and-mortar stores", BBC quotes
Ms. Hardcastle as saying.

Arcadia has acknowledged that the pandemic had "a material impact
on trading across our businesses", BBC states.

Sir Philip had been in talks with potential lenders about borrowing
GBP30 million to help the business get through Christmas, BBC
recounts.

In its most recent accounts for the year to September 1, 2018,
Arcadia reported a GBP93.4 million pre-tax loss compared with a
GBP164.6 million profit in the previous 12 months, BBC discloses.


ARCADIA GROUP: Topshop Ex-Boss Says Collapse "Inevitable"
---------------------------------------------------------
BBC News reports that Sir Philip Green's failure to invest in his
retail empire Arcadia has made its downfall "inevitable", a former
boss of its best-known brand Topshop has said.

Arcadia, which includes Topshop, Burton and Dorothy Perkins, is
facing collapse putting 13,000 jobs at risk, BBC discloses.

According to BBC, Jane Shepherdson CBE, credited with turning
Topshop into a global brand, said she expected an online retailer
to buy the brand and close most stores.

Arcadia, BBC says, had been seeking extra cash following lost sales
amid the pandemic.

But Ms. Shepherdson, who ran Topshop until 2006, said that its
problems went back much further than the coronavirus outbreak, BBC
notes.

She said Sir Philip had ignored the rise of online shopping, and
was now lumbered with a large and expensive store estate which was
largely shut due to Covid, BBC relates.

"In addition to that I think the fact that he absolutely declined
to invest all of the businesses [in Arcadia] means it was pretty
much inevitable [it would fail]."

She said the "most likely scenario" for Topshop was that an online
retailer would buy the brand, add it to their own portfolio and
close most of the stores, BBC notes.

Arcadia is a sprawling retail business that owns a chunk of the
High Street's fashion brands, including Miss Selfridge, Topman,
Wallis and Evans.

Questions over the future of Sir Philip's retail empire were raised
on Nov. 27, after it emerged that talks with potential lenders for
a GBP30 million loan had failed, BBC recounts.

Arcadia said it was seeking extra cash as coronavirus had caused "a
material impact on trading" across its businesses, BBC relays.

It now needs a breathing space from its creditors and, to gain
that, is expected to file for administration, BBC states.


ARCADIA GROUP: Turns Down Fraser's GBP50MM Lifeline Loan Offer
--------------------------------------------------------------
James Davey at Reuters reports that Philip Green's struggling
British fashion group Arcadia has turned down rival Frasers Group's
offer of a "lifeline" loan of up to GBP50 million (US$67 million),
sportswear retailer Frasers, controlled by Mike Ashley, said on
Nov. 30.

Arcadia owns the Topshop, Topman, Dorothy Perkins, Wallis, Miss
Selfridge, Evans, Burton and Outfit brands, trading from over 500
stores and employing over 13,000 people, Reuters discloses.

Its sales have been hammered by the COVID-19 pandemic and Sky News
reported on Nov. 27 that it could go into administration as soon as
Nov. 30, Reuters relates.

According to Reuters, Arcadia said on Nov. 27 it was working on a
number of "contingency options" to secure the future of its brands.
If the group does enter administration, it will be the biggest
British retail casualty of the pandemic so far, Reuters notes.

"Frasers Group were not given any reasons for the rejection (of the
loan) nor did Frasers Group have any engagement from Arcadia before
the loan was declined," Reuters quotes Frasers as saying.

Earlier on Nov. 23, Frasers said that, should Arcadia Group enter
into administration, it would be interested in participating in any
sale process, Reuters recounts.


CAFFE NERO: Issa Brothers Launch Takeover Bid for Business
----------------------------------------------------------
Hannah Uttley at The Telegraph reports that the Issa brothers, the
billionaire owners of the UK's largest petrol forecourt operator,
have launched a takeover bid for beleaguered coffee shop chain
Caffe Nero.

Mohsin and Zuber Issa, who agreed to buy Asda for GBP6.8 billion in
September, are understood to have written to Caffe Nero's founder
and owner Gerry Ford over the weekend with a takeover proposal, The
Telegraph relays, citing Sky News.

According to The Telegraph, a source close to EG Group said the
offer was a significant improvement on creditors' plans to launch a
company voluntary arrangement, an insolvency procedure that would
enable it to negotiate rent deals with landlords and shut shops.

Under the Issa brothers' offer, it is understood landlords would be
fully reimbursed for any arrears owed by Caffe Nero during the
pandemic and the deal would be funded with existing cash reserves
rather than debt, The Telegraph discloses.

In contrast, under the CVA proposals, Caffe Nero's landlords are
set to get 30p for every GBP1 worth of rent they are owed, The
Telegraph states.  Many businesses have withheld rental payments
during the pandemic due to poor sales, The Telegraph notes.

The deal is said to be highly conditional on Caffe Nero being
acquired as a going concern, according to The Telegraph.

Caffe Nero, which has around 800 stores across the UK and employs
6,000 people, has suffered a hit to trade since the pandemic forced
the country into its first lockdown in March, The Telegraph
recounts.

Major coffee shop chains such as Caffe Nero and Pret A Manger have
been hammered by a drop-off in office commuters as people continue
to work from home, The Telegraph says.

Latest accounts filed for the year to May 2019 showed Caffe Nero
recorded sales growth of 9% to GBP366 million, The Telegraph
discloses.  However, losses rose from GBP7.2 million to GBP31.5
million after a GBP14.5 million charge related to its purchase of
Welsh coffee chain Coffee#1, The Telegraph notes.


CAPITA PLC: In Talks to Sell Education Business to Cut Debt
-----------------------------------------------------------
Gill Plimmer at The Financial Times reports that Capita, one of the
British government's biggest contractors, is in talks to sell its
education business as part of a wider programme of disposals aimed
at slashing its GBP1.1 billion debt.

According to the FT, the company had expected to receive at least
GBP500 million for the education software business, whose platform
to provide meals and other financial services is used by 21,000
schools in England, Wales and Northern Ireland.

On Nov. 27, Capita confirmed it was in "exclusive talks" with
Montagu Private Equity but added there was "no certainty" of a
sale, the FT relates.  Mergermarket said the group has offered
GBP350 million-GBP400 million for the business, the FT notes.

Capita employs 60,000 people in the UK, running the London
congestion charging zone, collecting the BBC licence fee, assessing
disability claims for the Department for Work and Pensions and
providing electronic tags for offenders.

The company, which rode an outsourcing boom under former prime
minister Tony Blair, has suffered from a raft of underperforming
contracts and in 2018 raised GBP700 million in a rights issue
following multiple profit warnings, the FT relays.

Jon Lewis, the oil industry chief executive brought in two years
ago to turn round the company, has been trying to cut costs and
reposition the business as a technology-led consultancy competing
with high-margin professional services groups such as Accenture,
the FT discloses.

Shares in Capita, which have lost 73 per cent of their value during
the past year, rose 5% in early trading on Nov. 27 but fell back to
44p, the FT recounts.

According to the FT, Stephen Rawlinson, analyst at Applied Value,
said that even if they sold the business it was not a "get out of
jail free card".  

"They need to sell this business but it still leaves them with a
lot of debt," the FT quotes Mr. Rawlinson as saying.


CATALYST HEALTHCARE: S&P Affirms BB+ Rating, Outlook Now Stable
---------------------------------------------------------------
S&P Global Ratings revised its outlook on the senior secured debt
issued by Catalyst Healthcare (Manchester) Financing Plc to stable
from negative and affirmed the 'BB+' issue rating.

Catalyst Healthcare (Manchester) Financing PLC is a U.K.-based
limited-purpose entity. It issued a GBP175 million senior secured
European Investment Bank loan due Sept. 30, 2037, and GBP218.05
million index-linked bonds due Sept. 30, 2040, and on-lent the
proceeds to the project company, Catalyst, which entered into the
project agreement with the trust.

ProjectCo used the debt proceeds to finance the design,
construction, and refurbishment of facilities for the trust, under
a 38-year private-finance initiative (PFI) project agreement signed
in 2004. The project included a new 1,147-bed acute teaching
hospital, including a 107-bed mental health care facility.
Construction was completed in April 2011 and the project has been
operational since then.

ProjectCo has subcontracted Sodexo Healthcare Services Ltd. to
provide soft facilities management (FM) services such as cleaning,
catering, and portering; and Sodexo Ltd. to provide hard FM
services, including estate services and grounds maintenance. Sodexo
also shares lifecycle risk with Engie Services Holding UK Limited
(Engie), both of which function independently.

Strengths

-- Availability-based payment mechanism that underpins stable and
predictable cash flows.

-- The senior debt is subject to an unconditional and irrevocable
guarantee from Ambac Assurance U.K. Ltd.

Risks

-- Strained relationship between ProjectCo and the trust stemming
from a long-term history of commercial disputes.

-- Ongoing high level of deductions triggered by weak
subcontractor performance, although remaining fully pass-through
for ProjectCo.

The affirmation and outlook revision follow ProjectCo's agreement
with the trust in July 2020 and its approval by the creditors in
September 2020. The agreement discontinued the legal proceedings
between ProjectCo, the construction contractor (Lend Lease
Construction), and the trust in relation to the defective fire and
smoke doors, and waived the declared approximately GBP25 million of
unavailability deductions cited by the trust due to the delay in
rectification of these construction defects. The construction
contractor paid the agreed settlement amount to the trust and
ProjectCo in October 2020. ProjectCo will continue the remedial
works on the remaining 14 fire doors, with completion expected in
first quarter 2021.

Although the settlement agreement removed big-item risk for the
project, ProjectCo continues to negotiate on numerous commercial
disputes, including the potential latent defect for a car park
(with Lend Lease), and potential breach of the energy efficiency
threshold (with the trust).

S&P said, "We continue to view the FM's and lifecycle
subcontractors' weak performance as one of the key risks for this
project. As of October 2020, several lifecycle projects were
running behind schedule. ProjectCo is assisting Engie with the
application to the trust for an extension of time to avoid further
escalation in deductions. Engie's cumulative lifecycle underspend
continued to increase during the period, with ProjectCo now
withholding part of the scheduled payment from any future invoices
to the contractor until the works for the paid sums have been
completed.

"The stable outlook reflects that the risk of the project agreement
being terminated has reduced following the signing of the
settlement agreement with the trust. We expect the parties to
continue working on improving collaborative relationship and timely
execution of the scheduled lifecycle and latent defect remediation
works. We also expect that the project's performance metrics will
remain stable and the level of deductions manageable and fully
absorbed by the subcontractors.

"We could raise the rating by one notch if we see consistent
progress in lifecycle and defect rectification works and evidence
that the relationships among the parties have notably improved.

"We could lower the rating by one or more notches if we see
weakening in the performance of the key project contractors and
escalation in commercial disputes between the parties. This could
transpire in rising deductions applied by the trust, increase in
lifecycle underspend, or delays in completion of the lifecycle or
defects works. We could also lower the rating if the trust issues
warning notices or takes other steps under the project agreement
that demonstrate elevated risk of termination."


CINEWORLD GROUP: S&P Cuts ICR to 'SD' on Distressed Debt Issuance
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.K.-based
cinema operator Cineworld Group PLC to 'SD' (selective default)
from 'CCC-' and its issue-level rating on its senior secured debt
to 'D' from 'CCC-'.

S&P said, "At the same time, we are assigning our 'B-' issue and
'1' recovery rating (rounded estimate: 95%) to the new $561 million
senior secured term loans.

"The issue ratings are based on our expectation that we will
upgrade Cineworld to 'CCC' in the next few days.

"The downgrade reflects our view, in line with our criteria, that
the recent transaction is tantamount to a default because the
company is distressed, and access to certain collateral has been
primed and diluted."

The group has issued a $450 million senior secured term loan and
$111 million senior secured term loan due in May 2024, refinanced
the $111 million additional RCF that was maturing in December 2020,
and obtained waivers on financial covenants through to the end of
June 2022. S&P's 'B-' issue and '1' recovery ratings on the new
debt instruments reflect its expectation that it will raise the
issuer credit rating on Cineworld to 'CCC' in the next few days.

S&P said, "We view the transaction as distressed and not
opportunistic as, absent this new financing, the group would likely
have faced a conventional default over the near term, as its
liquidity was reducing due to cash burn. Cineworld would also have
breached covenants at the December 2020 testing, unless it obtained
a waiver as part of the transaction.

"We also view the transaction as distressed because the issuance of
new secured debt alters the ranking of the original debt to more
junior on certain collateral without adequate compensation in our
view and in contradiction with the original promise. We consider
the consent fee that existing lenders will receive as minimal (25
basis points)." An amendment consent was sought and obtained from
existing lenders to accommodate the new facility, in line with
existing documentation.

The transaction and amendments to the existing credit agreement
were approved by the majority of Cineworld's lenders (more than
50.1%) and included additional covenants and tighter restrictions
on permitted payments, which is beneficial to the lenders.

S&P understands all existing lenders are given an opportunity to
participate in the new debt on a pro rata basis. The group will
also issue equity warrants to the lenders participating in the new
term loans, accounting for about 10% of total group's equity on a
fully diluted basis, which they can exercise over the next five
years.

The new senior secured term loans will have a higher interest rate
than existing debt instruments. They will also benefit from the
priority ranking at enforcement over certain collateral. This will
dilute recovery prospects on the group's existing senior secured
debt on the aforementioned collateral, and, as such, S&P has
revised downward its rounded estimated recovery to 40% from 55%.

New facilities provide incremental liquidity.  S&P said, "We
estimate that following the transaction at the end of 2020, and
before receiving the tax refund, Cineworld will have about $300
million cash on balance, and all committed facilities will be fully
drawn. This will provide enough liquidity for the group to last at
least another six months if cinemas remain closed, assuming cash
burn of about $60 million per month. We expect that in the first
quarter (Q1) of 2021 the group will receive the $200 million tax
refund. However, if the reopening of cinemas is delayed beyond Q2
2021, and cinema admissions don't recover as we currently expect
through 2021, Cineworld's liquidity position could deteriorate and
it could need to seek additional capital."

S&P said, "Cineworld's capital structure remains unsustainable, in
our view.  We expect that in 2021-2022, Cineworld will carry a
substantially higher debt and cash interest burden than before the
pandemic. At the same time, we anticipate that operating conditions
for cinema exhibitors will remain very challenging in 2021, and
that global cinema attendance will recover more slowly in 2021 than
we had previously expected. This is due to the ongoing COVID-19
pandemic, continued delays of film releases by major studios, and
the risk that global authorities could impose stricter lockdown
measures to limit local resurgences of the virus. We therefore
believe Cineworld continues to depend upon favorable business,
financial, and economic conditions to meet its financial
commitments over the long term."

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

-- Health and safety.


CINEWORLD GROUP: S&P Raises ICR to 'CCC' Following Debt Issuance
----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.K.-based
cinema operator Cineworld Group PLC to 'CCC' from 'SD' (selective
default). S&P also raised its issue ratings on the group's senior
secured debt to 'CCC' from 'D'.

S&P said, "On Nov. 23, 2020, Cineworld issued a $450 million senior
secured term loan and refinanced its $111 million additional
revolving credit facility (RCF) in a transaction that we viewed as
distressed and tantamount to a default in line with our criteria.

"We believe the debt issuance and the fact that the group obtained
covenant waivers has enhanced its liquidity and reduced the risk of
a payment default over the next 12 months, but the company's
capital structure remains unsustainable in the medium term."

S&P considers that the risk of Cineworld defaulting in the next 12
months has reduced following the debt issuance that provided
incremental liquidity.

The group has issued a $450 million senior secured term loan,
refinanced the $111 million additional RCF that was maturing in
December 2020, and obtained waivers on financial covenants through
to the end of June 2022. S&P said, "In our view, the refinancing
transaction provides the group with sufficient liquidity to last at
least another six months if cinemas remain closed (assuming about
$60 million monthly cash burn). We also think the risk of default
over the next 12 months has reduced. We estimate that at the end of
2020, Cineworld will have about $300 million cash on balance, while
all committed facilities will be fully drawn. We also assume
Cineworld will receive a $200 million tax refund in the first
quarter (Q1) of 2021. However, if the reopening of cinemas is
delayed beyond Q2 2021, or if cinema admissions do not recover in
line with our current expectations, Cineworld's liquidity position
could deteriorate, and it could need to seek additional capital."

S&P said, "In our view, Cineworld's capital structure remains
unsustainable over the medium term, with S&P Global
Ratings-adjusted leverage above 10x in 2021 and minimal free cash
flow.   We expect that in 2021-2022, Cineworld will carry a
substantially higher debt and cash interest burden than before the
pandemic. At the same time, we anticipate that operating conditions
for cinema exhibitors will remain very challenging in 2021, and
that global cinema attendance will not recover to 2019 levels until
2022, if ever. This is due to the ongoing COVID-19 pandemic, delays
of film releases by major studios, and the risk that global
authorities could impose stricter lockdown measures to limit local
resurgences of the virus. We therefore believe Cineworld remains
dependent upon favorable business, financial, and economic
conditions to meet its financial commitments over the long term.

"We expect Cineworld's operating performance and cash flow will
recover in 2021, although it will remain well below 2019 levels
The current 2021 film slate looks to be strong, with a glut of
tent-pole blockbuster releases that studios have delayed since the
start of the pandemic. We expect Cineworld will only reopen its
cinemas at scale in its main markets in the U.S. and U.K. once
there are blockbuster film releases available. We assume this could
be in Q2 2021. However, we think there remains significant
uncertainty around this timing, because the studios do not want to
jeopardize the monetary success of their films and will likely
postpone the release of such films until a vaccine or treatment is
readily available and it is clear consumers will return to cinemas
en masse."

S&P has updated its assumptions and base-case scenario as follows:


-- 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."

-- Cinema admissions and Cineworld's revenue to recover in 2021 to
about 50% of 2019 levels, with total revenue of about $2.3 billion,
compared with $4.4 billion in 2019. In 2022 S&P expects further
recovery to $3.8 billion-$4 billion in revenue.

-- Adjusted EBITDA (excluding International Financial Reporting
Standards [IFRS] 16 accounting for leases) to recover to $700
million-$800 million in 2021, compared with $1.5 billion in 2019.

-- In S&P's view, Cineworld was able to significantly reduce
costs, including rent, staff, and administrative and operating
expenses, in 2020. S&P assumes it will maintain its prudent
approach to cost management in 2021 and will delay all nonessential
capital expenditure (capex).

-- At the same time, from 2021 the group will start repaying
deferred rent and will pay higher cash interest on the debt it
incurred in 2020.

S&P said, "As a result, we forecast that Cineworld's free operating
cash flow after lease payments in 2021 will likely remain negative
or only break-even, turning positive only in 2022. This will limit
Cineworld's ability to reduce leverage, and adjusted debt to EBITDA
will exceed 10x in 2021. If the company pursued further incremental
borrowing, this would support its liquidity in the near term but
would result in higher interest expense and fixed charges, and
leverage would remain very high beyond 2021.

"We think cinema exhibitors' revenue and cash flow will not recover
to pre-COVID-19 levels until at least 2022.  We expect global
cinema attendance will see only a slow recovery in 2021, due to the
ongoing pandemic, delays of film releases by major studios, and the
risk of longer-lasting or additional lockdown measures. Attendance
will also remain constrained by consumers' health and safety
concerns, and social-distancing measures that will remain in place
until a vaccine is widely available.

"Cineworld closed its cinemas in the U.K. and U.S. in October 2020
because of a lack of major film releases. We anticipate that
cinemas could reopen in late Q1 or Q2 2021 after government
restrictions are lifted, and that global cinema attendance will
start recovering once a vaccine is available. However, we
anticipate operating conditions for cinema exhibitors will remain
tough at least until 2022, due to the ongoing social distancing,
consumers' health and safety concerns, and risks of further delays
of releases by film studios, which largely drive cinema attendance
and exhibitors' revenue, profits, and cash flow. We therefore
forecast that cinema attendance and global box office revenue will
be at least 50% lower in 2021 compared with 2019, and will not
recover to pre-COVID-19 levels until 2022, if ever."

Structural challenges to the movie exhibition industry will
intensify.  S&P said, "Despite the pandemic's impact, we believe
movie theaters remain the best option to fully monetize big-budget
films (those with expectations for global box office receipts of
over $500 million), even with the increased prevalence of
direct-to-consumer platforms. This is because studios need to fully
monetize their considerable investments in producing and marketing
such films, which can only be done at scale. At the same time, we
see an increased risk that major studios could push to change the
traditional theatrical release window over the medium term,
especially for small-to-midsize titles that they could release on
premium video on demand. We believe it is inevitable that over the
next couple of years the theatrical release window will shrink or
become more flexible across the industry. As most of a film's box
office receipts occur in the first three weeks after release, we do
not expect a moderately shorter or flexible window to materially
weaken theaters' competitive position." However, box office revenue
could be cannibalized if the window becomes too short, such that
customers are more willing to wait for films to be released
in-home.

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

-- Health and safety.

The negative outlook reflects the tough operating conditions that
S&P foresees for cinema exhibitors over the next 12 months, and the
probability that Cineworld's cash flow, liquidity position, and
credit metrics could deteriorate due to external factors.

S&P could lower the rating if:

-- The recovery in theater admissions, revenue, earnings, and cash
flow over the next several quarters is substantially below our base
case, leading to a liquidity shortfall;

-- There is an increased risk that the group is unable to make the
interest payments on its debt; or

-- The group announced a debt restructuring, exchange offer, or
debt buyback that we would view as distressed and therefore
tantamount to a default.

S&P said, "We could revise the outlook to stable or raise the
rating if the cinema exhibition industry and Cineworld's operating
performance were to strongly recover, exceeding our base-case
expectations, and if the group generated sufficient free cash flow
to preserve its liquidity and was set to reduce leverage toward
prepandemic levels."



                           *********


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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