---

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

                          E U R O P E

          Friday, January 15, 2021, Vol. 22, No. 6

                           Headlines



C Z E C H   R E P U B L I C

SAZKA GROUP: Fitch Affirms 'BB-' IDR & Alters Outlook to Stable


F R A N C E

EURO ETHNIC: S&P Assigns Preliminary 'B' ICR, Outlook Stable


G E R M A N Y

ZEPHYR GERMAN: Fitch Assigns First-Time 'BB-(EXP)' LongTerm IDR


I R E L A N D

CLOVERIE PLC 2007-52: Fitch Affirms BB+ Rating on USD10MM Notes
SOVCOM CAPITAL: Fitch Gives 'BB+(EXP)' Rating on USD Unsec. Bonds
SOVCOM CAPITAL: Moody's Rates USD Loan Participation Notes 'Ba1'


I T A L Y

MONTE DEI PASCHI: Fitch Rates EUR50 Billion EMTN Program 'B-'


N O R W A Y

NORWEGIAN AIR: To Abandon Long-Haul Market, 2,000 Jobs Affected


S P A I N

BARCELONA FC: Owes EUR420 Million, Faces Insolvency Risk


T U R K E Y

ORDU YARDIMLASMA: Fitch Cuts LongTerm IDR to 'BB-', Outlook Neg.


U N I T E D   K I N G D O M

CAFFE NERO: Landlords Fight Company Voluntary Arrangement
CARILLION PLC: Eight Former Directors Face Board Position Ban
DEBENHAMS PLC: Six Stores Won't Reopen, Liquidation Ongoing
JERROLD FINCO: Fitch Gives BB-(EXP) Rating on GBP450MM Sec. Notes
TOWER BRIDGE 2: Moody's Affirms Ba1 Rating on Class E Notes



X X X X X X X X

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace

                           - - - - -


===========================
C Z E C H   R E P U B L I C
===========================

SAZKA GROUP: Fitch Affirms 'BB-' IDR & Alters Outlook to Stable
---------------------------------------------------------------
Fitch Ratings has revised the Outlook on SAZKA Group a.s.'s
Long-Term Issuer Default Rating (IDR) to Stable from Negative and
affirmed the IDR at 'BB-'. Fitch also affirmed SAZKA Group's senior
secured notes, previously rated as unsecured senior notes, at
'BB-'/RR4.

The Stable Outlook reflects SAZKA Group's improved leverage profile
due to the increase in its stake in CASAG leading to control. It
also supports improvement in the business profile through larger
scale and higher geographical diversification. Fitch's current
forecasts assume strong deleveraging capacity by 2023, subject to a
conservative financial policy.

The affirmation of the 'BB-' IDR reflects a resilient business
profile, characterised by fairly steady revenue streams from
lottery activities. Fitch expects rapid recovery in the lottery
markets in countries where the group was affected by government
restrictions, along with solid liquidity and strong debt service
capabilities at SAZKA Group (at holdco level), supported by
long-term, recurring dividends from controlling and non-controlling
stakes.

Further positive rating momentum is contingent on a simplification
of the group structure, which currently has a high share of
minorities at midco/opco levels, as well as clarity of future
financial policy or any possible changes related to the presence of
a new investor.

The affirmation of SAZKA Group's senior secured notes is based on
Fitch's Corporates Notching and Recovery Ratings Criteria. No
notching uplift is applied due to structural subordination of
senior secured debt at holdco level to opco debt and the nature of
security. The debt instrument remains aligned with the IDR at
'BB-'/RR4.

KEY RATING DRIVERS

Less Leveraged Consolidation Perimeter: SAZKA Group substantially
improved its credit metrics due to CASAG's very conservative, net
cash leverage profile, which it started consolidating in mid-2020
following its stake increase. Growing scale and geographical
diversification will support the development of SAZKA Group's
business profile. However, minority stakes remain material at both
the CASAG level and its subsidiaries, which will reduce funds from
operations (FFO).

New Investor, Expansionary Growth: SAZKA Group recently raised
EUR500 million in equity investments from Apollo Global Management
through Sazka Entertainment, a holding company one level above
SAZKA Group. EUR300 million of this investment is expected to be
downstreamed and used for expansion in international markets, but
these funds currently sit outside the consolidation perimeter, and
further international growth may still be partly funded through
SAZKA Group's own free cash flow (FCF). A track record of a
transparent financial and dividend policy at the level of ultimate
shareholders remains key for the progression of SAZKA Group's
ratings.

Coronavirus Tested Lottery Resilience: SAZKA Group's business
profile, concentrated in lotteries (70% of revenue), has proven
resilient so far during the pandemic, except for the extraordinary
one-month suspension of lottery drawings in Italy, and partial
closure of its retail distribution network in Greece and Cyprus.
Double-digit online growth helped offset revenue shortfall in all
geographies, performing particularly well in the Czech Republic.

Leading European Lottery Operator: SAZKA Group is the lottery
gaming and betting operator leader in the Czech Republic with a 95%
market share. Following the acquisition of stakes in leading
lottery operations in other central and southern European
jurisdictions (such as OPAP in Greece and CASAG in Austria) SAZKA
Group has become the largest European private lottery operator. It
holds stakes in gaming companies with strong competitive positions
in Greece, Italy and Austria, and is the top player in lotteries
segment in all three countries in addition to the Czech Republic.

Geographic Diversification Mitigates Risks: Fitch believes the
regulatory environment for lottery games is more stable and less
susceptible to government interference than other types of gaming,
such as sports betting and casino games. However, regulatory risks
still exist, and given SAZKA Group's exposure to some heavily
indebted European sovereigns, the group could face gaming tax
increases (as seen in Czech Republic in January 2020) or possible
limits on wagers that could restrict cash flows.

Geographical diversification should allow the group to weather
adverse regulatory changes in any one country over the next four
years; this has also proven to be a strong mitigating factor to
revenue loss during the pandemic.

Strong Cash Flow Generation: The ratings reflect the steady
dividend stream from controlled subsidiaries (OPAP, Sazka a.s.,
CASAG) as well as from a non-controlling stake in LottoItalia.
Although profitability will have been hit in 2020 by the pandemic,
and a scrip option has been used instead of cash dividends from
OPAP, dividend to interest cover will remain comfortable at the
holdco level, staying above 3.0x.

Fitch expects the group to continue generating positive cash flow
from the rapid recovery of the lottery business, underpinned by the
rollout of more retail and online products such as e-casino and
virtual games, scratch cards and sports betting in its main
markets.

Operating Profitability Will Recover: SAZKA Group's consolidated
EBITDA margin is high by gaming industry standards (32% in 2019),
but Fitch expects it to decline in 2020 to 26.5%, reflecting the
revenue loss during the lockdown periods implemented since the
start of the pandemic. Fitch expects the EBITDA margin to recover
by end-2021 and to remain stable thereafter.

Less Complex Corporate Structure: SAZKA Group's fairly complex
corporate structure, including consolidated entities with
significant minority interests and equity-accounted investments,
results in large cash leakage to minorities when dividends are
up-streamed to holdco (around 65% of dividends paid by opcos). Its
capital structure also includes priority debt at opcos that need to
be serviced before cash is up-streamed to SAZKA Group.

The complexity of the group's debt structure has reduced due to
full debt prepayment at intermediate holdco level and some
reduction at opco level. Further clarity on its M&A appetite and
leverage targets should help define the future rating trajectory.

Comfortable Debt Service at HoldCo: Given few contractual debt
repayments at holdco in the next four years, Fitch estimates
comfortable dividend interest cover of 2.9x in 2020, before
gradually recovering to pre-crisis levels (6.0x and above) in 2022.
A continuation of dividend scrip choice instead of cash dividend
from OPAP could put some pressure on debt service coverage at SAZKA
Group. However, Fitch expects satisfactory debt servicing
capabilities until 2023 relative to Fitch’s 2.5x negative
sensitivity, since the majority of holdco debt maturities are due
in 2024 and beyond.

DERIVATION SUMMARY

SAZKA Group's profitability, measured by EBITDA and EBITDAR
margins, is strong relative to that of peers in the gaming sector
such as Flutter Entertainment plc (BBB-/Negative) or Entain Plc
(BB/Negative), the largest sportsbook operators globally.

SAZKA Group has high concentration on lottery revenue, which is
less volatile, and also displays good geographical diversification
across Europe with businesses in the Czech Republic, Austria,
Greece, and Italy, albeit weaker than the multi-regional revenue
base of Flutter and Entain. However, it has significantly lower
scale and higher leverage than Entain, which justify Sazka's
one-notch rating differential.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:

-- Revenues affected by pandemic restrictions in 2020, with 80
    90% of reduced net gaming revenue recovered in 2021;

-- Growth in 2022-2024 driven by increased online operations
    volume in core markets (Czech Republic, Greece, Austria), to a
    varying degree by country, depending on local platform
    strength;

-- Consolidated EBITDA margin to decline to 26.5% in 2020 before
    recovering to around 31% in 2021 and beyond;

-- Dividend distribution from all opcos remaining stable, scrip
    dividend option assumed for SAZKA Group in OPAP dividends of
    2020-2021; and

-- Bolt-on acquisitions of EUR150 million per year from 2021, at
    EV/EBITDA multiple of 10x.

RATING SENSITIVITIES

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

-- Reduced group structure complexity, for example, via
    permanently falling intermediate holdco or opco debt together
    with further clarity on the future financial and dividend
    policy at SAZKA Group.

-- Further strengthening of operations combined with increased
    access to respective cash flows.

-- Proportionally consolidated FFO lease-adjusted net leverage
    sustainably below 4.0x.

-- Proportionally consolidated FFO fixed charge cover above 3.0x
    and gross dividend/ gross interest ratio at holdco of above
    2.5x on a sustained basis.

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

-- Deterioration of operating performance linked to a prolonged
    coronavirus impact or increased regulation and taxation
    leading to consolidated EBITDA margin below 25% on a sustained
    basis.

-- More aggressive financial policy reflected in proportionally
    consolidated FFO lease-adjusted net leverage sustainably above
    5.0x.

-- Proportionally consolidated FFO fixed charge cover below 2.5x
    and gross dividend/interest at holdco of less than 2.0x on a
    sustained basis.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: Liquidity is solid on a proportionally
consolidated basis with around EUR280 million of available cash at
end-2019, and is expected to remain satisfactory at around EUR620
million by end-2020 under Fitch’s rating case. This is
supplemented by robust proportionally consolidated FFO fixed charge
coverage under Fitch’s rating case of 3.3x in 2020, expected to
reach 4.7x in 2021. After the syndication closing an additional
EUR200 million of revolving facilities is available at SAZKA Group
to provide additional liquidity, even though the group is highly
cash-generative, receiving cash upfront from customers, and
benefiting from highly flexible cost structure and discretionary
capex. However, under the new consolidation perimeter Fitch has
restricted EUR40 million for winnings and jackpots.

Fitch expects flexibility on the dividend being up-streamed through
the group structure, underpinned by no debt service requirements at
intermediate holdcos, despite the additional interest payable from
the additional holdco debt.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch's credit metrics are based on full consolidation of SAZKA
Group's operations in Czech Republic and Austria, proportionate
consolidation of its stake in the Greek operations (OPAP), and
dividends up-streamed only from equity stakes (eg. LottoItalia).
This differs from the group management's definition of
proportionate consolidation as well as published financials, which
are shown on a fully-consolidated basis.

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.




===========
F R A N C E
===========

EURO ETHNIC: S&P Assigns Preliminary 'B' ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' ratings to Euro
Ethnic Foods Topco, the parent company of Euro Ethnic Foods group
(EEF), and the group's senior secured debt.

The stable outlook reflects S&P's view that EEF's sustained high
sales growth and solid operating margins will support deleveraging
to about 6.0x-6.5x in 2021 and 5.5x-6.0x in 2022, from its estimate
of 6.6x at closing of the transaction, and FOCF after lease
payments of about EUR10 million in 2021 and EUR25 million-EUR30
million in 2022.

Euro Ethnic Foods Bidco, the intermediate holding company of EEF,
plans to issue a EUR465 million term loan B (TLB), a EUR75 million
second-lien term loan, and a EUR50 million revolving credit
facility (RCF) to finance the buyout by financial sponsor PAI.

Together with business partners, EEF operates the grocery segment
of Grand Frais, a French specialist food retailer with more than
235 stores.

Strong growth and preserved profitability will support EEF's
deleveraging, albeit from a high opening leverage.

On Nov. 26, 2020, private equity fund PAI Partners reached an
agreement to acquire a controlling stake in EFF from the two
founders Gabriel-Leo and Patrick Bahadourian. S&P said, "We expect
the transaction will close in the first quarter of 2021. Pro forma
for the transaction, PAI will own 60% of EEF and the founders will
retain a 40% ownership stake. To support the transaction, Euro
Ethnic Foods BidCo, EEF's new intermediate holding company, plans
to issue a new EUR465 million TLB, a EUR50 million RCF, and a EUR75
million second-lien term loan. We project these issuances will lead
to S&P Global Ratings-adjusted debt to EBITDA of about 6.6x at
closing of the transaction. We estimate adjusted debt will amount
to about EUR675 million, including EUR95 million of lease
liabilities. We exclude the shareholder loans from our debt metrics
since we view them as nondebt-like. In our base case, we project
that EEF will deleverage to 6.0x-6.5x in fiscal 2021 (year ending
Sept. 30, 2021) and 5.5x-6.0x is fiscal 2022, supported by sound
EBITDA growth above 10% per year, and absent any debt-financed
acquisitions or shareholder remuneration. That said, we typically
believe that the financial sponsors' interest in deleveraging is
low."

Grand Frais' customer appeal will support EEF's earnings growth.  
S&P said, "In our view, EEF's business model is supported by Grand
Frais' reputation of providing high-quality food at affordable
prices. Grand Frais is a leading player in the specialty food
segment of the French market. Specialty food--including frozen,
fresh, and organic--is the fastest-growing food retail segment in
the past five years and represented 4% of the French retail market
in 2019, versus less than 2% in 2013. Despite its relatively small
network, Grand Frais has a strong brand in France. In our view, the
specialization of each member within Grand Frais has been
instrumental to building a strong brand of high-quality food with a
distinctive in-store experience. This has supported its successful
network expansion, opening between 15 and 20 stores annually since
2015 (with the exception of 2020 as some store openings were
delayed due to the COVID-19 pandemic), and sustained like-for-like
growth of about 4%. We expect these growth trends will continue in
future years, as Grand Frais' quality, healthy, and domestic
products fit well with customers' increasing focus on well-being,
product traceability, and environmental impact. That said, the
continued expansion of the Grand Frais store network will require
expanding the supplier base, while preserving the product sourcing
quality that makes the brand successful. We believe this could
present some operational challenges."

EEF's operating efficiency supports EBITDA margins that are among
the highest in the food retail industry.  EEF's favorable cost
structure is built on an efficient supply chain, relying on
exclusive suppliers. The operating model also relies on direct
relationships with suppliers, with no long-term buying commitments
or engagement on volumes. This provides EEF with some flexibility
on its gross margin. EEF's sourcing strategy is a key
differentiating factor, allowing the company to have an attractive
product offering, with close to 100% of exclusive brands, which
shelters it from price competition and sustaining higher margins.
EEF also benefits from its specialization in grocery and beverages,
with long-shelf-life products limiting waste and breakage costs.
Its specialized employees exhibit high productivity and support a
sales density that is among the highest in the industry, and
significantly higher than that of peers with similar average store
size. Within the food retail industry, EEF stands out, with an
estimated S&P Global Ratings-adjusted EBITDA margin of about 22% in
fiscal 2020, versus an industry average of 5%-10%.

S&P said, "EEF's modest scale in a very competitive market
constrain its creditworthiness, in our view.  We estimate EEF's
EBITDA base for fiscal 2020 at close to EUR95 million,
post-International Financial Reporting Standard 16, making it one
of the smallest food retailers that we rate." EEF's geographic and
product diversification is also very low. This is notwithstanding
the fast network expansion planned for the next four years, which
could lead to some execution risk, notably because it implies
resizing of the group's supply chain--a key component of the
group's competitive advantage, in our view.

S&P said, "We also believe that competition in the specialty food
segment is likely to stiffen over the longer term, as larger food
retailers aim to put a greater emphasis on quality, freshness, and
product traceability, combined with German discounters' expansion
in France. Furthermore, while the experiential nature of the
group's operations appears to protect it from digital competition
for now, we note that online food purchases are gaining momentum.
On the one hand, traditional retailers are developing
state-of-the-art food purchasing solutions (with the
Monoprix/Amazon partnership, for instance). On the other hand,
direct delivery solutions from suppliers to consumers, thanks to
online platforms, are rapidly scaling up (La Ruche qui dit oui,
MonMarché.fr, etc.). Although these solutions are currently not
material, we believe they could gain momentum rapidly and
potentially threaten Grand Frais' positioning.

"We believe some risks could stem from EEF's limited control over
Grand Frais' product offering.  EEF does not have full control over
Grand Frais' reputation risk and notably sanitary issues, even if
we were to assume that its business partners are equally dedicated
to quality. The fruit and vegetables section of Grand Frais'
stores, operated by Prosol, is the most visited section of the
store. As such, EEF's growth prospects are partly dependent on
Prosol's continued ability to attract customers. EEF's growth
prospects also rely on its ability to further increase its
penetration rate of Grand Frais' customer base. Also, in the longer
term, if Prosol's business partners were to see declining
profitability, which we understand is currently not the case, that
could potentially threaten the current structure of the partnership
agreement.

"EEF generates positive FOCF, albeit constrained by high expansion
capex.  We factor into our base case a capex-to-sales ratio of
about 4% per year, of which we anticipate 1.5%-2.0% will be
maintenance and light remodeling capex. The remainder will comprise
the opening of about 20 new stores per year, a new logistics
platform to support the business expansion, and production sites to
reduce spices supply chain disruption and expand EEF's prune
processing activities. Total capex of EUR20 million-EUR22 million
per year and cash interests of about EUR25 million per year will
constrain EEF's cash flow generation in future years. Yet, we
believe the group will structurally generate free cash flow in
spite of the relatively high expansionary capex forecast over the
next few years."

As a food retailer, S&P views EEF's revenue structure and
profitability as relatively immune to crisis.   This is even more
so the case as the group's niche position in the domestic, fresh,
and healthy food segment benefits from strong market momentum.
COVID-19 has translated into a surge in demand for groceries. EEF's
like-for-like sales increased by 3% and 6% year on year,
respectively, during the first and second lockdown periods in
France, and 10% in between the two. This compares with 6%
like-for-like sales growth on average in the months prior to the
pandemic.

Because of the pandemic, EEF has incurred some one-off costs in
fiscal 2020, such as employee bonuses for EUR4 million, sanitary
equipment for EUR1.6 million, and the negative product mix effect
on gross margin implied by the temporary closure of kiosk activity
due to sanitary measures (the gross margin rate of kiosks is 12
basis points higher than that of its self-service, prepacked
offering). That said, the surge in demand, ramp-up of new stores,
and lower promotional activity resulted in an approximate 50 basis
points increase in the company's adjusted EBITDA margin in fiscal
2020, which contrasts with large French food retailers' more muted
performance.

S&P believes the sustainability of increased basket sizes for food
retailers could depend on the continuation of restrictive measures
on restaurants and the length and magnitude of the recession
weighing on consumer spending.

As vaccine rollouts in several countries continue, S&P Global
Ratings believes there remains a high degree of uncertainty about
the evolution of the coronavirus pandemic and its economic effects.
  Widespread immunization, which certain countries might achieve by
midyear, will help pave the way for a return to more normal levels
of social and economic activity. S&P said, "We use this assumption
about vaccine timing in assessing the economic and credit
implications associated with the pandemic. As the situation
evolves, we will update our assumptions and estimates
accordingly."

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

S&P said, "The stable outlook reflects our view that EEF will
achieve sustainable high sales growth thanks to store openings and
healthy like-for-like organic revenue growth, with an ability to
maintain solid operating margins. We forecast adjusted debt to
EBITDA of 6.0x-6.5x and 5.5x-6.0x, respectively, for fiscals 2021
and 2022, along with FOCF after lease payments of about EUR10
million and EUR25 million-EUR30 million, respectively.

"We see upside as remote in the near term because of EEF's elevated
leverage. A positive rating action would hinge on EEF's ability to
continue to show strong organic sales growth and maintain EBITDA
margin close to current levels. We could raise the ratings if, on
the back of strong FOCF generation and adequate liquidity, EEF
deleveraged such that its S&P Global Ratings-adjusted debt to
EBITDA improved sustainably to 5.0x or below and FOCF to debt
improved toward 10%, alongside a prudent financial policy and
absent material shareholders remuneration.

"We could lower the ratings if EEF's operating performance,
including on like-for-like sales growth, were significantly lower
than we anticipate, and its profitability weakened, leading to
EBITDAR cash interest coverage weakening toward 1.8x, or if its
FOCF was materially weaker than anticipated. This could result from
an economic downturn in France, intensified price competition in
the French grocery market debilitating the group's current market
share on its subsegment, a food safety scare damaging its brand, a
supply chain disruption, or an inability to pass on food inflation
to customers."




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

ZEPHYR GERMAN: Fitch Assigns First-Time 'BB-(EXP)' LongTerm IDR
---------------------------------------------------------------
Fitch Ratings has assigned Zephyr German Bidco GmbH (the parent
company of Flender GmbH) a first-time expected Long-Term Issuer
Default Rating (IDR) of 'BB-(EXP)'/Stable Outlook. At the same
time, Fitch has assigned an expected instrument rating of
'BB(EXP)'/'RR2' to Zephyr's proposed EUR1.05 billion senior secured
term loan.

The rating reflects Flender's business profile as a niche
manufacturer and its limited product focus. Flender is a leading
gearbox and generator manufacturer with sizeable market shares,
especially in EMEA. Fitch expects Flender to generate strong free
cash flow (FCF) at around 3% of revenue, in line with Fitch’s
investment-grade rating medians, which will support deleveraging in
the medium term. This is driven by Fitch’s assumption that
Flender will not make sizeable acquisitions and dividend payments
over the next four years. Fitch’s forecast of funds from
operations (FFO) net leverage of around 5.5x is close to the 'b'
rating median in Fitch’s diversified industrials and capital
goods navigator.

Fitch believes that the operational profile of Flender is
constrained by its sizeable exposure to a single industry - wind.
Although the wind industry has a positive outlook versus that of
most industrial markets, it is still open to increased competition
from entrants and solar power, in addition to risks from political
policy changes. Fitch believes these risks are partially mitigated
by Flender's strong operational profitability and cash generation
that is in line with investment-grade peers', and strong service
revenue that can be counter-cyclical.

KEY RATING DRIVERS

Leverage Expected to Decrease: Fitch calculates that FFO net
leverage (pro-forma for the term loan upon spin-off from Siemens)
will be around 5.5x, which is adjusted for Fitch's assumptions for
intra-year working capital needs. Such leverage metric is high for
the rating, and is close to the 'b' rating median in Fitch's
navigator (6x). However, Fitch forecasts that FFO net leverage will
fall below 4.5x in the next 24 months, supported by strong FCF
generation that is in line with investment-grade medians. This is
contingent on the successful implementation of management plans for
a more conservative capital structure.

Niche Business Supports Profitability: Flender's profitability is
strong for the current rating, with EBIT and FFO margins around 8%
over the next four years. This is in line with Fitch's
investment-grade medians in Fitch's navigator, and is higher than
that of wind OEMs that often have more volatile margins driven by
cost overruns in sizeable projects.

Fitch believes that Flender's flexible cost base and niche-supplier
position will continue supporting profitability in the medium term.
However, Fitch expects competition and consolidation in the wind
market, along with cyclical downturns in industrial markets, to
continue, hindering further margin expansion.

Limited Impact from Coronavirus: Flender's profitability has proven
resilient since the onset of the coronavirus pandemic. EBIT margin
increased to 8% at end-2020 from 6.4% at end 2019, aided by a
stable wind industry and successful deliveries despite widespread
industrial shutdowns. The coronavirus impact has also been less
severe than OEM peers' as past restructuring measures undertaken
have helped Flender maintain profitability that is in line with
investment-grade medians. Although Fitch expects industrial capex
to decline 8% in 2021, Fitch believes that wind industry will
continue growing in the same period.

Limited Business Diversification: Flender has limited product
diversification as a gearbox and generator manufacturer, and is
focused on the overall wind industry (62% of revenue). However,
Fitch believes that this risk is partially mitigated by its strong
service business that generates around 20% of its revenue.
Flender's geographic diversification is healthy and matches
higher-rated peers', with EMEA and Americas generating 57% of
revenue.

As a function of the industry dynamics, Flender has some customer
concentration around major wind OEMs, which is similar in auto
suppliers and not necessarily a credit weakness. However, as a
manufacturer that is focused on a single part of the manufacturing
process, Fitch views its business profile as limited versus that of
peers.

Scale and Market Leadership: Technological capabilities and the
scale to keep up with the pricing environment are key credit
considerations as tenders become more competitive. Fitch believes
that Flender is one of few companies whose CAGR growth may exceed
those of small- to medium-sized market peers. Flender benefits from
economies of scale and competes in the challenging pricing
environment. However, in-house OEM production and Chinese producers
remain a major competitive threat for suppliers in the long term.

Moderate Barriers to Entry: Technology and Flender's leading market
shares act as moderate barriers to entry. Gearboxes are a critical
component of wind towers, and reliability is very important given
their impact on downtimes due to the difficulty of access and cost
increases. Nevertheless, Flender's R&D spend at under 2% of revenue
does not match higher-rated OEM peers', and is in line with the
'b'/'bb' rating medians in Fitch's navigator.

Service Revenue Balances Risks: Services and aftermarket revenue
remain a very important consideration for diversified industrials
and capital good companies, as a high portion of revenue generated
by the service business could offset the cyclicality of some
end-markets and high exposure to the wind industry. Flender's
service activities are also less capital-intensive than
manufacturing, which can support profitability. At 20% of revenue,
Flender's share of services is more in line with the 'bb' rating
median in Fitch's navigator. Fitch notes that the increasing
installed base of the service business over the long term could
drive the share of service revenue closer to 25% ('bbb' rating
median) and be positive for the rating.

Stable Renewables Outlook: Fitch sees a supportive environment for
the renewable energy market over the medium- to long-term.
Increasing concerns about global warming and rising energy demand
are key drivers of increasing power supply demand from renewables.
In the short term, the pandemic poses challenges in the form of
installation delays, due to supply-chains bottlenecks and limited
manufacturing activity, as well as postponed orders on weaker
economic prospects and reduced financing availability.

DERIVATION SUMMARY

Fitch views Flender as a diversified industrials group, albeit with
a strong focus on the wind market, which constrains its business
profile to one that is similar to Siemens Gamesa's (BBB/Negative)
and Vestas'. Although wind is viewed as a sector with favourable
growth trends, increased competition and political trends could put
pressure on profitability and growth.

Compared with its higher-rated peers', Flender's product
diversification is also limited, as the company produces a single
part of the manufacturing process. However, this risk is partially
mitigated by Flender's sizeable market share as one of few gearbox
suppliers in the world with economies of scale while maintaining
product quality. Services at around 20% of revenue are a buffer
against cyclical downturns, and in line with the 'bb' rating median
in Fitch's navigator.

Flender's capital structure is modest, with FFO net leverage
forecast at around 5.5x in the short term, which maps to the 'b'
rating median in Fitch’s navigator. This is significantly higher
than that of investment-grade peers and sizeable wind OEMs, which
operate with net cash positions through the cycle. However,
Flender's EBIT and FFO margins of around 8% are strong, in line
with Fitch's 'bbb' rating median and supporting FCF generation that
is similar to aforementioned peers'. In the absence of aggressive
shareholder-friendly policies, this paves the way for swift
deleveraging.

KEY ASSUMPTIONS

-- Revenue to decline 4.9% in 2021, followed by a modest recovery
    of 1%-4% over the next four years

-- EBITDA margin to grow to around 11.5% over 2022-2025 from
    10.4% in 2021; efficiency gains to be realised over the next
    three-to-four years

-- Capex at EUR65 million-EUR90 million annually over the next
    four years

-- No dividend payments or M&A activity over 2021-2025

RATING SENSITIVITIES

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

-- Increased product and end-market diversification

-- FFO gross leverage below 4.5x

-- Increasing service revenue to above 25% of revenue.

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

-- FFO gross leverage maintained above 5.5x in the next 24 months

-- FCF margin below 2.5%

-- Departure from stated dividend policies, and/or acquisitions
    leading to an increase in leverage

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Flender's liquidity is sufficient, supported by
an EUR150 million revolving credit facility (RCF) and expected
positive FCF margin of around 3% of in the medium term. This covers
Fitch's assumption of EUR100 million intra-year working capital
needs and interest payments. Potential syndicated debt is expected
to be bullet maturities and beyond the scope of Fitch's four-year
rating case.

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.




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

CLOVERIE PLC 2007-52: Fitch Affirms BB+ Rating on USD10MM Notes
---------------------------------------------------------------
Fitch Ratings affirms the Cloverie PLC 2007-52 USD10,000,000 credit
linked notes (CLNs) at 'BB+sf' with a Stable Outlook. The Stable
Outlook on the CLNs reflects the assessment of the transaction's
main risk driver, Vale S.A. (Vale, BBB/Stable), which is the
lowest-rated risk-presenting entity.

        DEBT                          RATING            PRIOR
        ----                          ------            -----

Cloverie PLC 2007-52

CLN-Companhia Vale do Rio Doce   LT  BB+sf  Affirmed    BB+sf

TRANSACTION SUMMARY

The transaction is designed to provide credit protection on the
reference entity Vale SA. The credit protection is arranged through
a credit default swap (CDS) between the issuer and Citigroup Global
Markets Limited, the swap counterparty.

KEY RATING DRIVERS

The rating considers the credit quality of Citigroup Inc.,
(A/Negative), as the swap counterparty and issuer of the qualified
investment and the Issuer Default Rating (IDR) of the reference
entity Vale. The CDS is subject to restructuring as a credit event,
therefore, Fitch applied a one-notch downward adjustment to Vale's
rating to 'BBB-'/Outlook Stable from 'BBB'/Outlook Stable, prior to
applying the "two-risk matrix" based on the "Single-and Multi-Name
Credit-Linked Notes Rating Criteria," dated Feb. 12, 2020. The
Stable Rating Outlook reflects the Outlook on the main risk driver,
Vale, which is the lowest-rated risk-presenting entity.

Coronavirus Impact: Fitch acknowledges the uncertainty and rapidly
evolving events related to the coronavirus pandemic and its impact
on global markets. This disruption may impact the ratings of the
risk-presenting entities. The Negative Rating Outlook for Citigroup
reflects the economic disruption driven by the pandemic and
subsequent recession.

RATING SENSITIVITIES

A change of the ratings assigned to any of the risk-presenting
entities could result in a change of the rating assigned to the
notes based on Fitch's CLN criteria Two-Risk CLN Matrix.

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

Rating Scenarios Regarding Vale (assuming no change to the current
rating assigned to Citigroup):

-- An upgrade of one notch would result in a rating upgrade of
    the notes to 'BBB-sf';

-- An upgrade of two notches would result in a rating upgrade of
    the notes to 'BBBsf'.

Rating Scenarios Regarding Citigroup (assuming no change to the
current rating assigned Vale):

-- An upgrade of one notch would have no impact on the current
    rating of the notes;

-- An upgrade of two notches would result in a rating upgrade of
    the notes to 'BBB-sf'.

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

Rating Scenarios Regarding Vale (assuming no change to the current
rating assigned to Citigroup.):

-- A downgrade of one notch would result in a rating downgrade of
    the notes to 'BBsf';

-- A downgrade of two notches would result in a rating downgrade
    of the notes to 'BB-sf'.

Rating Scenarios Regarding Citigroup (assuming no change to the
current rating assigned Vale):

-- A downgrade of one notch would have no impact on the current
    rating of the notes;

-- A downgrade of two notches would result in a rating downgrade
    of the notes to 'BBsf'.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.


SOVCOM CAPITAL: Fitch Gives 'BB+(EXP)' Rating on USD Unsec. Bonds
-----------------------------------------------------------------
Fitch Ratings has assigned Sovcombank's (SCB) upcoming issue of US
dollar-denominated senior unsecured Eurobonds an expected long-term
'BB+(EXP)' rating.

The bonds will be issued by SCB's Irish SPV, Sovcom Capital DAC,
which will on-lend the proceeds to the bank. The issue size,
interest rate and tenor are yet to be determined. SCB plans to use
the proceeds from this social bond to finance its portfolio of
instalment cards.

The final rating is contingent upon the receipt of final documents
conforming to information already received.

KEY RATING DRIVERS

The expected rating is in line with SCB's Long-Term Issuer Default
Rating (IDR) of 'BB+', as the notes will represent unconditional,
senior unsecured obligations of the bank, which rank pari passu
with its other senior unsecured obligations.

The 'BB+' IDR of SCB is driven by its intrinsic credit strength as
expressed by the Viability Rating (VR) of 'bb+'. SCB's ratings
reflect a record of resilient asset quality in a Russian economic
environment, and strong profitability.

RATING SENSITIVITIES

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

-- SCB's senior unsecured debt rating may be upgraded if the IDR
    is upgraded.

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

-- SCB's senior unsecured debt rating may be downgraded if the
    IDR is downgraded.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3. 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.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and
Covered Bond issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of four notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.


SOVCOM CAPITAL: Moody's Rates USD Loan Participation Notes 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has assigned Ba1 foreign currency senior
unsecured debt rating to the US dollar-denominated Loan
Participation Notes to be issued on a limited recourse basis by
SovCom Capital D.A.C., a special purpose vehicle incorporated under
laws of Ireland, for the sole purpose of financing a senior
unsecured loan to Sovcombank PJSC. The outlook on the rating is
stable. The maturity, the size and the pricing of the notes are
subject to prevailing market conditions during placement.

RATINGS RATIONALE

The Ba1 rating assigned to the notes is the same as Sovcombank's
long-term foreign currency bank deposit rating. The rating assigned
to the LPNs is based on the fundamental credit quality of
Sovcombank, the ultimate obligor under the transaction.

The notes will rank pari passu with the claims of all other
unsecured creditors of Sovcombank and, according to the terms and
conditions of the loan agreement, Sovcombank must comply with a
number of covenants such as negative pledge, limitations on
mergers, disposals and transactions with affiliates.

The cross-default clause embedded in the bond documentation will
cover, inter alia, a failure by Sovcombank or any of its principal
subsidiaries to pay any of their financial indebtedness in the
amount exceeding USD35 million.

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

Sovcombank's ratings are not likely to be upgraded in the next 12
to 18 months because of the challenges posed by Russia's
unfavorable operating conditions related to the coronavirus
outbreak. A downward rating pressure could emerge if the bank's
solvency metrics, specifically its asset quality, profitability and
capital adequacy deteriorate beyond Moody's current expectations.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Banks Methodology
published in November 2019.




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

MONTE DEI PASCHI: Fitch Rates EUR50 Billion EMTN Program 'B-'
-------------------------------------------------------------
Fitch Ratings has assigned Banca Monte dei Paschi di Siena S.p.A.'s
(MPS) EUR50 billion euro medium-term note (EMTN) programme a senior
non-preferred (SNP) long-term rating of 'B-'/'RR5'. The rating is
on Rating Watch Negative (RWN).

The rating is assigned to the programme and not to the notes issued
under the programme. There is no assurance that notes issued under
the programme will be assigned a rating, or that the rating
assigned to a specific issue under the programme will have the same
rating as the rating assigned to the programme.

KEY RATING DRIVERS

MPS's SNP debt is rated one notch below the bank's Long-Term Issuer
Default Rating (IDR; B/RWN) to reflect the risk of below-average
recovery prospects, which corresponds to a Recovery Rating of
'RR5'. Below-average recovery prospects arise from the use of more
senior debt to meet resolution buffer requirements and from the
combined buffer of Additional Tier 1, Tier 2 and SNP debt being
unlikely to exceed 10% of risk-weighted assets (RWA).

The SNP obligations are senior to any subordinated claims and
junior to senior preferred liabilities. The SNP notes will be
bailed in before senior higher-priority debt in the event of
insolvency or resolution.

The RWN on the SNP debt rating is in line with the RWN on the
bank's Long-Term IDR. The RWN reflects MPS's expectation of capital
falling below Supervisory Review and Evaluation Process (including
the capital conservation buffer) requirements from March 2021 as
the bank remains loss-making due to the adverse economic
environment and might need to book additional provisions on legal
or other risks. The RWN also reflects the risk of a downgrade if
Fitch considers the capital-strengthening actions taken by the bank
to be insufficient and view its upcoming strategy to have high
execution risks.

RATING SENSITIVITIES

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

-- The rating of SNP debt issued under the EMTN programme could
    be downgraded if MPS's Long-Term IDR was downgraded.

-- The notching from the Long-Term IDR could widen to two notches
    and associated Recovery Rating to below 'RR5' if Fitch
    believes that the bank is at risk of being put into outright
    liquidation or resolution without an intermediate
    restructuring solution that could partially protect senior
    bondholders.

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

-- The SNP debt rating could be upgraded, or the RWN removed, if
    MPS's Long-Term IDR was upgraded or removed from RWN.

-- The ratings could also be upgraded if the bank is expected to
    meet its resolution buffer requirements exclusively with SNP
    debt and junior instruments or if, at some point in the
    future, SNP and more junior resolution buffers sustainably
    exceed 10% of RWAs, which Fitch considers unlikely.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and
Covered Bond issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of four notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.




===========
N O R W A Y
===========

NORWEGIAN AIR: To Abandon Long-Haul Market, 2,000 Jobs Affected
---------------------------------------------------------------
Richard Milne at The Financial Times reports that Norwegian Air
Shuttle will abandon its attempt to crack the long-haul air market
as the low-cost carrier laid out plans to exit bankruptcy
protection by all but wiping out its existing shareholders,
reducing debt significantly, and raising fresh capital.

According to the FT, the low-cost airline will focus on short-haul
flights in Europe after concluding that its long-haul flights to
the US and Asia were no longer viable as "future demand remains
highly uncertain."

About 2,000 employees will lose their jobs as Norwegian's
subsidiaries employing long-haul staff in the UK, US, Italy and
France face bankruptcy, the FT discloses.

In November, Norwegian became the highest-profile casualty of the
worst crisis in the aviation industry when it filed for protection
from creditors in Ireland after an ill-fated and rapid expansion
into long haul left it with one of the highest debt burdens among
all carriers, the FT recounts.

Norwegian Air Shuttle will abandon its attempt to crack the
long-haul air market as the low-cost carrier laid out plans to exit
bankruptcy protection by all but wiping out its existing
shareholders, reducing debt significantly, and raising fresh
capital, the FT notes.

The low-cost airline will focus on short-haul flights in Europe
after concluding that its long-haul flights to the US and Asia were
no longer viable as "future demand remains highly uncertain", the
FT states.  About 2,000 employees will lose their jobs as
Norwegian's subsidiaries employing long-haul staff in the UK, US,
Italy and France face bankruptcy, according to the FT.

"Our short-haul network has always been the backbone of Norwegian
and will form the basis of a future resilient business model," the
FT quotes chief executive Jacob Schram as saying on Jan. 14.  He
was speaking as he presented plans to exit examinership in Ireland,
a reorganization process akin to filing for Chapter 11 in the US.

Mr. Schram warned that existing shareholders would only be left
with about 5% of the new company, the second time in under a year
that it has wiped out its current investor base, the FT relays.
Norwegian's debt load would be reduced from about NOK48 billion
(US$6 billion) at the end of September to about NOK20 billion under
the plans, leaving impaired creditors with about a quarter of the
equity, the FT discloses.

The remaining 70% of shares would come from NOK4 billion-NOK5
billion of capital raising through a rights issue to existing
shareholders, a private placement, and a hybrid instrument,
according to the FT.

The airline will ask the Norwegian government again if it will
support its rescue plan after the centre-right administration in
Oslo approved one bailout last spring but refused to put in fresh
money in the autumn, tipping the carrier into bankruptcy, the FT
states.

Norwegian, the FT says, stressed that its operations would be
predominantly in Norway and the Nordics, or between there and the
rest of Europe.

Norwegian, as cited by the FT, said it hoped to exit creditor
protection in Ireland before the end of March, and said it hoped to
fly with 50 narrow-body planes this year and 70 next.  Its fleet
during the third quarter was 140, of which only 25 were flying, the
FT discloses.




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

BARCELONA FC: Owes EUR420 Million, Faces Insolvency Risk
--------------------------------------------------------
Chris King at EuroWeekly, citing La Vanguardia, reports that La
Liga football club Barcelona are in debt to the tune of EUR420
million (GBP375 million), which must be paid by the end of this
year or they could face insolvency.

According to EuroWeekly, apparently, there is a straight EUR480
million (GBP428 million) long term debt, repayable over one year,
and then another debt of EUR420 million (GBP375 million) in the
short term, making a total debt of almost EUR900 million (GBP803
million) at the club.

Barcelona bosses have tried cost-cutting exercises this season,
including asking the players to take a cut in wages, which has
saved them EUR170 million (GBP151 million) this season, but, the
terms of that deal with the players means the club has to pay them
back at EUR45 million (GBP40.1 million) a year over the next four
years, EuroWeekly discloses.

The pandemic of course has created the problem, as the club had
calculated their finances based on the stadiums being allowed to
have paying fans back in, which has not happened, EuroWeekly
states.

Carlos Tusquets, Barcelona's interim president, gave an interview
to Catalan radio station RAC1, where he stated the club was unable
to pay players for their pre-agreed January salaries, EuroWeekly
relates.




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

ORDU YARDIMLASMA: Fitch Cuts LongTerm IDR to 'BB-', Outlook Neg.
----------------------------------------------------------------
Fitch Ratings has downgraded Ordu Yardimlasma Kurumu's (OYAK)
Long-Term Issuer Default Rating (IDR) to 'BB-' from 'BB'. The
Outlook is Negative.

The downgrade reflects Fitch's revised opinion that OYAK now does
not have sufficient structural enhancements to allow its rating
above the Turkish Country Ceiling of 'BB-'. OYAK's material
exposure to the Turkish economy means the group's IDR is capped by
the Turkish Country Ceiling. The Outlook reflects the likely
correlation of future rating actions with changes to the sovereign
rating, assuming that the Country Ceiling moves in line with the
sovereign IDR.

In contrast, OYAK's credit profile remains strong with
loan-to-value (LTV) ratios that are in line with strong
investment-grade medians despite stress from the coronavirus
pandemic, and recent investments into the energy business. This
result in a two-notch uplift to OYAK's blended income revenue
stream (BIRS) rating of 'B+' to arrive at a 'BB' IDR but which is
now capped by the Country Ceiling at 'BB-'.

KEY RATING DRIVERS

Blended Income Stream: Fitch’s analysis of the three subsidiaries
that generated 88% of OYAK's dividend income at end-2019 results in
an average credit quality of 'BB-'. The subordinated nature of
dividend flows to taxes and debt leads us to apply a single-notch
discount to arrive at a BIRS rating of 'B+'. Fitch does not apply
an additional uplift to its blended income stream assessment (BISA)
for diversification as dividends at end-2019 were mainly dependent
on Erdemir and Oyak Cement, at 73% and 7%, respectively.

Uplift to Blended Assessment: Fitch applies a two-notch uplift to
OYAK's BISA, supported by factors, such as dividend control, a very
strong LTV ratio and conservative leverage metrics that are in line
with the investment-grade category and higher rated peers'. This
rating is, however, now capped by the Turkish Country Ceiling.

Strong LTV: Fitch's stressed LTV for OYAK is below 25%, where Fitch
expects it to remain despite pandemic stress and recent investments
into the energy business. This is in line with levels for the 'A'
rating category under Fitch’s methodology and of higher-rated
peers. When calculating its LTV, Fitch takes into account debt in
SPVs, such as ATAER, BIREN and cement joint ventures, despite the
absence of parent-company guarantees and cross defaults. Although
Fitch believes that Turkish asset values could fluctuate, OYAK has
ample rating headroom to withstand shocks in the domestic economy
and maintain a solid LTV that is in line with an investment-grade
rating.

Pandemic Impacting Cash Flows: OYAK's dividend flows have been
negatively impacted by the Turkish regulators' decision to curb
dividend payments in 2020 to support the liquidity buffers of
Turkish companies. This led to a significant drop in cash inflows
for OYAK from its subsidiaries in 2020. However, Fitch views this
as temporary and believes that OYAK will be able to start receiving
dividends in 2021 that are currently being kept as cash at the
subsidiary level.

Adequate Forecast Coverage: Fitch expects OYAK will maintain an
adequate gross interest cover averaging at 3.5x between 2021 and
2023. Fitch expects OYAK's dividend/ gross interest and gross debt/
dividends to remain within the 'BBB' and 'BB' rating categories,
respectively, as per Fitch’s Investment Holding Rating Criteria.
This is despite Fitch’s expectations of a domestic economic
downturn driven by the pandemic, and OYAK's planned increased
investment into the steel business.

Investing into Energy: OYAK in 2020 acquired Total's and Milangaz's
operations in Turkey from Demiroren Holdings, making it the fifth
largest player in the oil retail and gas market in Turkey. The
acquisition included almost 900 stations, real-estate assets,
intellectual properties, storage and LPG assets. Although
management is trying to diversify OYAK away from the cement and
steel businesses, overall diversification remains limited with
investments concentrated in Turkey.

No Dividends from New Energy Assets: Fitch does not incorporate
into the rating any dividend inflow from the new energy assets in
the medium term, as debt at the subsidiary level will be serviced
before the assets can upstream cash to OYAK. Accordingly,
additional liabilities arising from these acquisitions were not
included in Fitch’s LTV calculations.

Liquid Assets: Fitch views the liquidity of OYAK's assets as
consistent with the 'BBB' rating category, with 53% of the group's
equity portfolio value coming from publicly listed companies. Its
asset portfolio is more liquid than other Turkish holding
companies' and international peers' as it can easily be converted
into cash to meet pension payments.

Conservative Financial Policy: The record of OYAK abiding by its
internal financial policy - which is strict owing to its status as
a quasi-pension fund - compares well with that of high
investment-grade peers. However, OYAK prefers to invest in
manufacturing, infrastructure, energy and heavy industries over
industries that directly serve end-customers. Although this
strategy has been successful so far, such businesses are more
cyclical and volatile than that of high investment-grade peers,
which typically invest in the utilities and consumer goods
sectors.

Payments to Members: Fitch views payments to pension members as
quasi-dividends being ultimately subordinated to OYAK's senior
unsecured financial debt obligations. This is driven by Fitch’s
belief that the fund has deferral mechanisms in place for liquidity
crises and that any cash withdrawal requests should first be passed
by OYAK'S general assembly . Fitch therefore does not deem these
payments as part of OYAK's funds from operations (FFO) or include
them in debt-coverage calculations.

DERIVATION SUMMARY

OYAK is a supplementary pension fund for the Turkish military,
which is unique among Fitch-rated holding companies. While it has
no direct publicly rated peers, it shares similarities with other
international rated holding companies such as CDP Reti SpA
(BBB-/Stable) and Criteria Caixa S.A, Unipersonal (BBB+/ Negative).
Its asset portfolio consists of investments in various sectors
including steel, auto, cement, and energy.

OYAK has high exposure to a single volatile market, Turkey, and
high dependency on the dividends of a single asset, Erdemir. This
exposes it to fluctuations in the dividend flow. Its lower-rated
asset portfolio and the exposure to a single market lead to a lower
BIRS rating than CDP Reti's 'BBB' BIRS.

OYAK has a strict financial and investment policy, strong control
over asset dividends and a moderate leverage profile, leading to
LTV and leverage metrics that are better than peers' and in line
with the 'BBB' rating median, which is a key rating strength. In
addition, OYAK has a similarly strong liquidity profile to CDP
Reti's, driven by significant holdings in the form of cash and
financial investments that could easily be monetised to meet
payments to members.

KEY ASSUMPTIONS

-- Lower dividend income in 2020, followed by an increase in
    dividends between 2021 and 2023

-- Other income and operating spending in line with the
    historical average for the next three years

-- Stable interest rates for the next three years

-- Slight increase in payments to members to TRY1.4 billion in
    2023

-- M&A of TRY3.5 billion in 2021 and 2022, followed by limited
    portfolio activity in 2023

RATING SENSITIVITIES

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

-- Fitch does not expect the ratings to be upgraded while they
    Are constrained by Turkey's Country Ceiling.

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

-- Fitch-adjusted LTV ratio sustained above 40%.

-- Weakening in the credit quality of its portfolio, leading to a
    BIRS of 'B+' or below.

-- Fitch-adjusted dividend interest coverage below 3.0x.

-- Decreased diversification of cash flow leading to increasing
    dependency on a single asset.

ESG CONSIDERATIONS

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

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Stable Liquidity: As of 30 June 2020, OYAK had TRY3.6 billion of
cash and TRY2.3 billion of time deposits, which sufficiently
covered TRY1.25 billion of debt on its standalone balance sheet and
Fitch- estimated negative free cash flow of TRY 1.1billion for
2020. Despite the low amount of dividends collected in 2020, Fitch
does not expect OYAK to face liquidity pressure due to significant
cash balances available at the holding and subsidiary levels, and
strong access to domestic banks. OYAK had available uncommitted
unused bank lines totaling TRY9.8 billion as of 31 October 2020 and
is considered one of Turkish 'blue chips' with access to banking
lines during downturns.

In assessing OYAK's liquidity Fitch considered the debt at the SPV
level given that dividend flows from SPVs are also included in the
revenue flow of the holdco. As of end-2019, the three SPVs (ATAER,
Biren and Cimento) had TRY7.2 billion of short-term debt and TRY2.3
billion cash. Adding the approximate TRY1.35 billion of pension and
other payments to its members, OYAK's liquidity score is around
1.0x. The liquidity score is lower than that at other top rated
peers, such as Exor and Criteria, given OYAK's high reliance on
short-term debt and the absence of revolving committed facilities.




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

CAFFE NERO: Landlords Fight Company Voluntary Arrangement
---------------------------------------------------------
Hannah Uttley at The Daily Telegraph reports just hours before
landlords were set to vote on a rescue deal that would enable Caffe
Nero to renegotiate rental costs as it battles headwinds from the
coronavirus pandemic, two billionaire brothers from Blackburn put
forward an alternative proposal.

In an eleventh-hour intervention, EG Group, the petrol forecourt
operator owned by Mohsin and Zuber Issa, expressed an interest in
taking control of Caffe Nero and its 650 sites, seizing ownership
from its founder and controlling shareholder Gerry Ford, while
offering to pay landlords in full for the rent arrears owed to them
due to the crisis, The Daily Telegraph relates.

Caffe Nero quickly dismissed EG Group's offer as "unsolicited" and
"highly conditional" with more than 90% of landlords subsequently
backing the proposed insolvency procedure, known as a company
voluntary arrangement, The Daily Telegraph notes.  But what has
ensued is a bitter feud as a small group of landlords -- including
property tycoon Lord Sugar -- formed to revolt against the CVA as
part of a legal challenge which is being funded by the Issa
brothers, The Daily Telegraph states.

But following years of growth, Britain's coffee shop chains are now
battling a serious downturn as the pandemic transforms daily
routines, The Daily Telegraph relays.  And after being plunged into
a third national lockdown, operators such as Caffe Nero are facing
a more uncertain future than ever, The Daily Telegraph discloses.

As part of the CVA plans intended to keep it afloat, Caffe Nero has
committed to repaying landlords 30p in the pound, a deal considered
generous in usual circumstances, The Daily Telegraph relates.

However, plans to change the lease arrangements on the majority of
its sites has angered some landlords, The Daily Telegraph recounts.
According to The Daily Telegraph, the proposed turnover-based
model would mean the owners of 69 Caffe Nero sites receive no rent
for the next three years, while the owners of some of the
better-performing shops will receive a portion of their usual
rent.

Arun Ahluwalia, an ex-Caffe Nero landlord who forfeited the lease
on his site in the West End prior to the CVA meeting, describes
those likely to be most affected by the proposals as "mom and pop"
landlords, who rely on the rent for personal income, The Daily
Telegraph notes.

He estimates he is owed around GBP200,000 in arrears from Caffe
Nero, The Daily Telegraph discloses.  The chain has been able to
withhold rent from landlords during the pandemic with little
recourse due to the Government's lease forfeiture moratorium which
prevents tenants struggling to pay rent due to the crisis from
being evicted, The Daily Telegraph relates.

After almost a year of little to no rental income, property owners
feel bruised that they were not offered sight of EG's proposals
before they were rebuffed, The Daily Telegraph notes.  

According to The Daily Telegraph, Caffe Nero has insisted there was
no certainty a deal with EG Group could be reached and says it will
fight the legal challenge brought by landlords "vigorously".  It
argues that EG's intervention at such a late stage was "clearly
designed to frustrate the CVA process".

One person close to the case accused the Issa brothers of
"bluffing" landlords in an effort to snap up Caffe Nero on the
cheap by using tactics similar to those employed by Sports Direct
tycoon Mike Ashley when he attempted to seize control of department
store chain Debenhams, The Daily Telegraph relays.

No date has been set for the CVA challenge, and Caffe Nero and its
landlords are likely to be in for a lengthy wait, The Daily
Telegraph notes.  However, Ford and Caffe Nero's only other
shareholder, finance director Ben Price, now face the risk that the
Issa brothers derail the process before it reaches court, according
to The Daily Telegraph.


CARILLION PLC: Eight Former Directors Face Board Position Ban
-------------------------------------------------------------
Gill Plimmer and Jim Pickard at The Financial Times report that
eight former Carillion directors could be banned from holding board
positions for up to 15 years under last-ditch legal action being
brought by ministers almost three years after the government
contractor collapsed.

Kwasi Kwarteng, the new business secretary, launched the
proceedings just 72 hours before a deadline to bring civil action
against the former Carillion executives and following a report by
the government's official receiver, the FT relates.

According to the FT, ministers had decided to seek the order to
disqualify the directors on the grounds that they were "unfit to
manage a company" and it was in the public interest, according to
the government's Insolvency Service, which handled the liquidation
process.

Carillion went into liquidation in January 2018, leaving the
government scrambling to ensure delivery of school meals, hospital
services and prison cleaning and threatening thousands of jobs, the
FT recounts.

The company, which had GBP7 billion of liabilities and just GBP29
million of cash when it collapsed, was accused of continuing to pay
dividends even as its financial health deteriorated and its pension
deficit grew to GBP587 million, the FT notes.

A joint report by two parliamentary select committees found
Carillion's business model had been characterized by a "relentless
dash for cash, driven by acquisitions, rising debt, expansion into
new markets and exploitation of suppliers", the FT states.

They also said that "it presented accounts that misrepresented the
reality of the business and increased its dividends come what may",
the FT relays.


DEBENHAMS PLC: Six Stores Won't Reopen, Liquidation Ongoing
-----------------------------------------------------------
Jonathan Eley at The Financial Times reports that Debenhams'
flagship Oxford Street store is one of six that will not reopen
once the current round of Covid-19 restrictions are eased, as hopes
fade for a rescue of the UK department store group.

According to the FT, the retailer, which went into administration
for a second time last year and is now in the process of being
liquidated, will also not reopen stores in Portsmouth, Staines,
Harrogate, Weymouth and Worcester.  Roughly 320 jobs will be lost
as a result, the FT discloses.

The latest closures come after several stores failed to reopen in
June and July last year, after the first national lockdown ended,
and following several closures at the start of 2020, the FT notes.

They will reduce an estate that comprised more than 160 stores
three years ago to fewer than 120, the FT states.

Administrators at FRP Advisory are "continuing to engage with a
number of third parties regarding the sale of all or parts of the
business" while planning for a wind-down of the group, the FT
relates.

Restructuring experts consider it increasingly unlikely that the
company will be sold as a single entity, with rivals instead
looking to take over the best stores once the stock has been
cleared, the FT notes.

Mike Ashley's Frasers Group has made clear its interest in parts of
Debenhams, but it already has a flagship House of Fraser next door
on Oxford Street and large Flannels and Sports Direct stores
elsewhere on the same road, the FT recounts.


JERROLD FINCO: Fitch Gives BB-(EXP) Rating on GBP450MM Sec. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Jerrold Finco plc's (FinCo) GBP450
million senior secured notes an expected rating of 'BB-(EXP)'. The
final rating is contingent on the receipt of final documents
conforming to information already received.

FinCo is a subsidiary of Together Financial Services Limited
(Together; BB-/Negative), a UK based specialist mortgage lender.
The notes are guaranteed by Together and their rating is aligned
with Together's Long-Term Issuer Default Rating (IDR).

The issuance will principally be used to refinance FinCo's GBP350
million 2024 senior secured notes and extend the maturity timeline
to 2027 with the remainder used to repurchase mortgage loans from
the group's private securitisations and reduce drawn balances by
GBP90 million and to pay transaction fees and redemption costs.

Fitch does not expect any material increase in gross leverage, as
measured by gross debt to tangible equity, as a result of this
transaction. When calculating Together's gross leverage, Fitch adds
Bracken Midco1 PLC's (an indirect holding company of Together) debt
to that on Together's own balance sheet, regarding it as
effectively a contingent obligation of Together.

KEY RATING DRIVERS

SENIOR DEBT

The expected rating of FinCo's senior secured notes is driven by
the same considerations that drive Together's Long-Term IDR and in
line with Together's Long-Term IDR, reflecting Fitch's view that
the probability of default on the notes is the same as the
probability of default of Together and that the notes have average
recovery prospects.

RATING SENSITIVITIES

SENIOR DEBT

The rating of the senior secured notes is primarily sensitive to
changes in Together's Long-Term IDR (see the 30 November 2020
commentary for a summary of sensitivities applicable to Together's
senior secured debt rating).

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and
Covered Bond issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of four notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.


TOWER BRIDGE 2: Moody's Affirms Ba1 Rating on Class E Notes
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two notes in
Tower Bridge Funding No. 2 plc. The rating action reflects better
than expected collateral performance and the increased level of
credit enhancement for the affected notes.

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

GBP253.7M Class A Notes, Affirmed Aaa (sf); previously on Apr 26,
2018 Definitive Rating Assigned Aaa (sf)

GBP17.6M Class B Notes, Upgraded to Aaa (sf); previously on Apr
26, 2018 Definitive Rating Assigned Aa2 (sf)

GBP13.8M Class C Notes, Upgraded to Aa3 (sf); previously on Apr
26, 2018 Definitive Rating Assigned A1 (sf)

GBP8.4M Class D Notes, Affirmed Baa1 (sf); previously on Apr 26,
2018 Definitive Rating Assigned Baa1 (sf)

GBP6.1M Class E Notes, Affirmed Ba1 (sf); previously on Apr 26,
2018 Definitive Rating Assigned Ba1 (sf)

RATINGS RATIONALE

The rating action is prompted by:

decreased key collateral assumptions, namely the portfolio
Expected Loss (EL) 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.

Although the delinquencies have increased over the past year, with
90 days plus arrears currently standing at 1.92% of current pool
balance, there has been no loss in this transaction to date.

Moody's decreased the expected loss assumption to 3.6% as a
percentage of original pool balance from 5% due to the improving
performance.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has maintained the MILAN CE assumption
at 20%.

Increase in Available Credit Enhancement

Sequential amortization and non-amortizing reserve funds led to the
increase in the credit enhancement available in this transaction.

For instance, the credit enhancement for tranche B affected by
today's rating action increased to 21.59% from 14.29% at closing,
and the credit enhancement for tranche C increased to 14.81% from
9.81% at closing.

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
consumer assets from the current weak UK economic activity and a
gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around our forecasts is unusually high.

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

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

The analysis undertaken by Moody's at the initial assignment of a
ratings for an RMBS security 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 performance of the underlying collateral that is
better than Moody's expected, an increase in available credit
enhancement, improvements in the credit quality of the transaction
counterparties and a decrease in sovereign risk.

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




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

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
-------------------------------------------------------------
Author: Warren E. Agin
Publisher: Bowne Publishing Co.
List price: $225.00
Review by Gail Owens Hoelscher

Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over
the last 12 months! Microstrategy Inc. has roller-coasted from a
high of 333 to a low of 7 over the same period! Just when the IPO
boom is imploding and high-technology companies are running out of
cash, Warren Agin comes out with a guide to the legal issues of the
cyberage.

The word "cyberspace" did not appear in the Merriam-Webster
Dictionary until 1986, defined as "the on-line world of computer
networks." The word "Internet" showed up that year as well, as "an
electronic communications network that connects computer networks
and organizational computer facilities around the world."
Cyberspace has been leading a kaleidoscopic parade ever since, with
the legal profession striding smartly in rhythm. There is no
definition for the word "cyberassets" in the current
Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in
Cyberspace tells us what cyberassets are and lays out in meticulous
detail how to address them, not only for troubled technology
companies, but for all companies with websites and domain names.
Cyberassets are primarily websites and domain names, but also
include technology contracts and licenses. There are four types of
assets embodied in a website: content, hardware, the Internet
connection, and software. The website's content is its fundamental
asset and may include databases, text, pictures, and video and
sound clips. The value of a website depends largely on the traffic
it generates.

A domain name provides the mechanism to reach the information
provided by a company on its website, or find the products or
services the company is selling over the Internet. Examples are
Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the
value of a domain name is comparable to valuing trademark rights.
Domain names can come at a high price! Compaq Computer Corp. paid
Alta Vista Technology Inc. more than $3 million for "Altavista.com"
when it developed its AltaVista search engine.

The subject matter covered in this book falls into three groups:
the Internet's effect on the practice of bankruptcy law; the ways
substantive bankruptcy law handles the impact of cyberspace on
basic concepts and procedures; and issues related to cyberassets as
secured lending collateral.

The book includes point-by-point treatment of the effect of
cyberassets on venue and jurisdiction in bankruptcy proceedings;
electronic filing and access to official records and pleadings in
bankruptcy cases; using the Internet for communications and
noticing in bankruptcy cases; administration of bankruptcy estates
with cyberassets; selling bankruptcy estate assets over the
Internet; trading in bankruptcy claims over the Internet; and
technology contracts and licenses under the bankruptcy codes. The
chapters on secured lending detail technology escrow agreements for
cyberassets; obtaining and perfecting security interests for
cyberassets; enforcing rights against collateral for cyberassets;
and bankruptcy concerns for the secured lender with regard to
cyberassets.

The book concludes with chapters on Y2K and bankruptcy; revisions
in the Uniform Commercial Code in the electronic age; and a
compendium of bankruptcy and secured lending resources on the
Internet. The appendix consists of a comprehensive set of forms for
cyberspace-related bankruptcy issues and cyberasset lending
transactions. The forms include bankruptcy orders authorizing a
domain name sale; forms for electronic filing of documents;
bankruptcy motions related to domain names; and security agreements
for Web sites.

Bankruptcy and Secured Lending in Cyberspace is a well-written,
succinct, and comprehensive reference for lending against
cyberassets and treating cyberassets in bankruptcy cases.



                           *********


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 2021.  All rights reserved.  ISSN 1529-2754.

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

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *