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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, June 23, 2020, Vol. 21, No. 125

                           Headlines



F R A N C E

ALBEA BEAUTY: Moody's Confirms B2 CFR, Outlook Negative
FAURECIA: Moody's Cuts CFR & Senior Unsecured Ratings to Ba2


G E R M A N Y

DEUTSCHE LUFTHANSA: Bailout to Impact German Investors' Savings
DEUTSCHE LUFTHANSA: Investor Clash with Germany Threatens Bailout
RAFFINERIE HEIDE: S&P Lowers ICR to 'CCC+', Outlook Stable
WIRECARD AG: Acknowledges Account Fraud, Delays Financial Results
WIRECARD AG: Moody's Gives B3 CFR & Cuts EUR500MM Unsec. Debt to B3



G R E E C E

INTRALOT SA: Fitch Cuts LT IDR to CC & Unsecured Rating to C/RR5


I R E L A N D

MAN GLG III: Moody's Cuts Rating on Class F Notes to B3
OAK HILL III: Moody's Cuts Rating on Class F-R Notes to B3
TORO EUROPEAN 5: Moody's Cuts EUR11MM Class F Notes to 'B2'


I T A L Y

BANCA UBAE: Fitch Affirms B+ LongTerm IDR, Outlook Negative


K A Z A K H S T A N

FORTEBANK JSC: S&P Affirms 'B+/B' ICRs, Outlook Stable


N E T H E R L A N D S

HEMA BV: Reaches Debt-for-Equity Swap Deal with Shareholders


N O R W A Y

HURTIGRUTEN GROUP: Moody's Cuts CFR to Caa1, Outlook Stable


R U S S I A

GENBANK JSC: Bank of Russia Okays Bankruptcy Measure Amendments
LENINGRAD OBLAST: S&P Affirms 'BB+' LongTerm ICR, Outlook Stable
OBLAST OF MOSCOW: Moody's Alters Outlook on Ba1 Ratings to Stable


S P A I N

CAIXABANK CONSUMO 5: Moody's Gives (P)B1 Rating on Series B Notes


S W I T Z E R L A N D

DUFRY AG: Moody's Cuts CFR to B1 & PDR to B1-PD, Outlook Negative


T U R K E Y

ING BANK: Moody's Withdraws B3 Deposit Rating
MILLI REASURANS: A.M. Best Lowers Fin. Strength Rating to B(Fair)


U K R A I N E

UKREXIMBANK: Fitch Cuts VR to 'ccc+' on Sizeable Market Losses


U N I T E D   K I N G D O M

BERTRAM TRADING: Enters Administration, Assets Put Up for Sale
CAIXABANK LEASINGS 3: DBRS Reviews B(high) Rating on B Notes
KANTAR GLOBAL: S&P Alters Outlook to Negative & Affirms 'B' ICR
MANSARD MORTGAGES 2006-1: S&P Cuts Rating on B2A Notes to 'B-(sf)'
TORO PRIVATE I: S&P Lowers ICR to 'CCC', Outlook Negative

TUDOR ROSE 2020-1: DBRS Assigns Prov. B Rating on Class F Notes
VIVO ENERGY: Fitch Affirms BB+ LongTerm IDR, Outlook Stable

                           - - - - -


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F R A N C E
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ALBEA BEAUTY: Moody's Confirms B2 CFR, Outlook Negative
-------------------------------------------------------
Moody's Investors Service has confirmed the B2 corporate family
rating and the B2-PD probability of default rating of Albea Beauty
Holdings S.a r.l.'s. Albea Beauty Holdings S.A. is top entity of
the banking restricted group, and parent of beauty and personal
care packaging company Albea.

Moody's has also confirmed the B2 rating on the EUR450 million and
the $408 million ($142 million outstanding) senior secured term
loans due April 2024 and on the $105 million revolving credit
facility due April 2023. The outlook was changed to negative from
ratings under review.

This rating action concludes the review for downgrade initiated by
Moody's on April 14, 2020.

"The confirmation of Albea's ratings reflects its view that despite
the business profile has weakened and its gross leverage will
remain above the 6.0x threshold for the next 12 to 18 months, the
disposal of Alinea has significantly strengthened the company's
liquidity profile," says Donatella Maso, a Moody's VP-Senior
Analyst and lead analyst for Albea. "The negative outlook reflects
the risk of a prolonged subdued operating performance from the
coronavirus impact and the uncertainty over the use of the
remaining proceeds of $134 million currently sitting as cash on
balance sheet," Ms. Maso added.

RATINGS RATIONALE

The disposal of Alinea, which represented c. 25% and 35% of the
group's sales and EBITDA respectively in Q1 2020, is negative for
Albea's business profile because it has reduced its size and
profitability, as well as the diversification of its product
portfolio.

However, the fact that a portion of the $907 million proceeds have
been applied against debt reduction both within and outside the
restricted banking group and to increase the cash balances by $134
million is somewhat credit positive. While Moody's gross leverage
remains high at 6.6x for the last twelve months ending March 31,
2020 pro forma for the disposal, Albea's liquidity position has
significantly improved. Additionally, the repayment of the loans
and the PIYC notes outside of the restricted group will contribute
to around $20 million of cash interest and dividend savings which
will have a positive effect on the company's free cash flow
generation, which has been consistently weak or negative
historically. Any recovery in free cash flow during 2021 will
largely depend on underlying performance improvements over the next
6 to 12 months and Moody's expectation that the company's capital
expenditure will reduce from the 2019 and 2020 high level. It
remains unclear how the company will use the remaining cash from
the disposal proceeds over the next 12 months, even though the most
likely option would be as general corporate purposes.

Albea is also facing operating challenging because of global spread
of the coronavirus and its consequences on the economies and the
consumer spending patterns. Majority of the company's revenues can
be considered as discretionary as they are generated in end-markets
such as colour cosmetics, fragrances and to a lesser extent skin
care. The company has also encountered manufacturing and logistics
disruptions owing to the lockdowns implemented in a number of
countries including in China, Italy, France, the US and Mexico.
These weaknesses are mitigated to a degree by company's product and
geographic diversification, and proactive cost savings initiatives
implemented by management.

In this context, Albea's Q1 2020 pro forma revenue declined by 4.5%
compared to same quarter in the prior year, while EBITDA (as
reported and adjusted by the company) by 15%, with most of the
shortfall attributable to the CRP activities, while tubes proved to
be more resilient. Moody's anticipates the impact from the
coronavirus to be greater in Q2 but equally expects a gradual
recovery thereafter as lockdown measures are eased. As a result,
the already high Moody's adjusted gross leverage will further
increase above 7.0x in fiscal year 2020 to gradually decline in
2021. However, there is high uncertainty over the performance
recovery path and therefore Moody's assumes that the company will
return an EBITDA close to 2019 level (excluding Alinea) beyond
2021. Despite the weak metrics, the rating remains supported by the
improved liquidity profile supported by the existing cash on
balance sheet.

The B2 rating remains constrained by the highly competitive trading
environment, combined with significant customer concentration,
resulting in pricing pressure, particularly from larger accounts.
However, this risk is partially mitigated by the company's
long-standing relationships with its blue-chip customers, as well
as a global manufacturing base that is aligned to the customers'
plants and Albea's innovation capacity. The rating also reflects
the company's exposure to volatility in input costs, although 70%
of contracts include pass through clauses but with a lag, and to
currency movements.

More positively, the B2 rating is supported by Albea's leading
positions in the global beauty and personal care packaging segment,
particularly in laminated tubes, mascara and lipsticks, with a
broad geographical footprint.

ENVIRONMENTAL, SOCIAL & GOVERNANCE CONSIDERATIONS

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Its action reflects the impact on Albea of the breadth
and severity of the shock, and the broad deterioration in credit
quality it has triggered.

In terms of corporate governance considerations, Albea is
controlled by private equity firm PAI, which in common with other
financial sponsors, typically has tolerance for relatively high
leverage in the companies it controls. Moody's also notes that that
PAI took the decision to upstream outside the restricted group the
maximum amount allowed by the loan documentation of the cash
proceeds from the disposal of Alinea but it equally restored a good
liquidity platform for the banking restricted group.

LIQUIDITY

Moody's view Albea's liquidity profile as good as it is underpinned
by (1) $281 million of cash as at March 2020 pro forma for Alinea,
albeit $43.6 million is in Asia and not immediately available; and
(2) full availability under its $105 million RCF due 2023. The
company also relies on (3) EUR130 million committed European
receivables facility (factoring, $21.7 million utilised against a
borrowing base of $22.3 million, maturing in October 2022); and (4)
local facilities and other non-recourse factoring arrangements
which are expected to be renewed on an ongoing basis.

These sources of liquidity will largely cover the immediate needs
such as working capital, capital expenditures -- expected to reduce
in 2021 - and the 0.25% quarterly debt amortization of the term
loan B USD tranche.

The RCF has one springing financial covenant (net senior secured
leverage ratio), set at 7.97x, to be tested on quarterly basis when
the RCF is drawn by more than 40%. Pro forma for the disposal,
company's net leverage stood at 3.6x as at March 2020. Moody's
expects the company to continue to comply to its covenant when
tested.

STRUCTURAL CONSIDERATIONS

The term loan B and the RCF, issued by Albea Beauty Holdings S.a
r.l., both rated B2, are secured by pledges over shares and certain
assets, including material bank accounts, and are guaranteed by
material subsidiaries representing at least 80% of the consolidated
EBITDA and 80% of consolidated assets.

Moody's also notes the presence of EUR140 million PECs lent into
the restricted banking group, which have been treated as equity.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the risk that Albea's operating
performance might remain subdued beyond 2020 resulting in prolonged
weakness in its credit metrics to a level not consistent with the
B2 rating category.

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

Positive pressure on the ratings is unlikely in the near term given
the negative outlook. The outlook could be changed to stable if the
company's operating performance visibly recovers with leverage
falling to c.6.0x. In the medium term, upward pressure on the
ratings could develop if (1) the company improves its scale and
profitability; (2) its Moody-adjusted debt/EBITDA falls below 5.0x
on a sustained basis; and (3) its free cash flow (FCF)/debt is
sustainably positive while (4) liquidity remains satisfactory.

Negative pressure on the ratings could arise if (1) the company's
operating performance does not improve in the second half of 2020;
(2) its Moody-adjusted debt/EBITDA remains sustainably above 6.0x
by the end of 2021; or (3) its free cash flow remains negative; or
(4) its liquidity deteriorates materially including a possible
further cash upstream outside of the restricted group. Immediate
negative rating pressure would also arise if the preferred equity
certificates no longer qualify for equity treatment.

LIST OF AFFECTED RATINGS

Issuer: Albea Beauty Holdings S.a r.l.

Confirmations, previously placed on review for downgrade:

Probability of Default Rating, Confirmed at B2-PD

Corporate Family Rating, Confirmed at B2

Backed Senior Secured Bank Credit Facilities, Confirmed at B2

Outlook Action:

Outlook, Changed To Negative From Ratings Under Review

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.

COMPANY PROFILE

Headquartered in France, Albea is a leading producer of plastic
packaging for the beauty and personal care industries. For the last
twelve months ending March 31, 2020, Albea generated $1.2 billion
of revenues and reported $137 million of EBITDA (pro forma for the
acquisitions of Orchard and Fasten and the disposal of Alinea),
employing approximately 12,300 people.


FAURECIA: Moody's Cuts CFR & Senior Unsecured Ratings to Ba2
------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating and senior unsecured ratings of Faurecia to Ba2 from Ba1.
Concurrently, Moody's has downgraded probability of default rating
to Ba2-PD, from Ba1-PD. The outlook on the ratings is stable.

This rating action concludes a review for possible downgrade that
began on March 26, 2020.

"The rating downgrade is driven by Faurecia's increased debt
levels, which at a time of material pressure on the global auto
sector, will leave Faurecia's leverage well above expectations for
a Ba1.", said Matthias Heck, a Moody's Vice President -- Senior
Credit Officer and Lead Analyst for Faurecia. "Moody's expectation
of a gradual recovery in global light vehicle sales through 2022,
continued efficiency measures of the company, and its suspension of
dividend payments in 2020 support the stable outlook on the Ba2
rating", added Mr. Heck.

RATINGS RATIONALE

Faurecia's leverage was already elevated for a Ba1 before entering
into the current crisis, with Moody's adjusted debt/EBITDA of 4.1x
at the end of 2019. The downgrade of Faurecia's rating to Ba2
primarily reflects the company's increased debt levels to EUR6.2
billion at the end of 2019 (Moody's adjusted; EUR4.6 billion at the
end of 2018) primarily to finance the acquisitions of Clarion and
SAS. The downgrade reflects the expectation that Faurecia's
leverage will remain above 3x through 2022 at least, which places
the group more adequately at the Ba2 level.

For 2020, Moody's expects a further increase in debt levels, driven
by negative free cash flows in the highly challenging automotive
sector environment, despite the proposed dividend suspension for
2019. For 2021, Moody's expects free cash flows to break-even and
improve further into 2022. With this, however, Moody's expects
Faurecia's net debt in 2022 to remain well above 2019 levels, while
gross debt will, if at all, only decline marginally versus 2019.

Moody's expects Faurecia's EBITA (Moody's adjusted) to drop
materially but remain positive in 2020, after 5.0% (2019). Moody's
expect a subsequent recovery in Faurecia's margins to 4% in 2021,
and 6% in 2022. This expectation is supported by (i) Faurecia's
track record of continued margin improvements and moderate
outperformance of its revenues versus global light vehicle
production, and (ii) the company's actions to mitigate the negative
impact of the global coronavirus outbreak by cost reduction and
variabilization and capex reduction. With this, Moody's expects
Faurecia's leverage (debt/EBITDA, Moody's adjusted) to spike in
2020 to around 7x, before improving towards 4x in 2021 and to
around 3.0x-3.5x in 2022, which Moody's considers to be appropriate
for a Ba2.

Moody's forecasts for the global automotive sector a 20% decline in
unit sales in 2020, with a steep year-over year contraction in the
first three quarters followed a modest rebound in the fourth
quarter. Moody's expects 2021 industry unit sales to rebound and
grow by approximately 11%. However, future demand for vehicles
could be weaker than its current estimates, the already competitive
environment in the auto sector could intensify further, and
Faurecia could encounter greater headwinds than currently
anticipated.

The widening spread of the coronavirus outbreak, deteriorating
global economic outlook, falling oil prices, and asset price
declines are creating a severe and extensive credit shock across
many sectors, regions and markets. The global automotive industry
is one of the sectors that will be most severely impacted by the
outbreak. Moody's regards the coronavirus outbreak as a social risk
under its ESG framework, given the substantial implications for
public health and safety.

Faurecia's Ba2 Corporate Family Rating reflects as positives: (a)
the large size of the group, which positions it as one of the 10
largest global automotive suppliers; (b) its strong market position
with a leading market share in seating, emission control
technologies and interiors; (c) long-standing relationships across
a diversified number of original equipment manufacturers; (d)
positive exposure to megatrends in the automotive industry
(emissions reduction, light weighting and autonomous driving) that
supports revenue growth above light vehicle production.

The rating also balances offsetting negative considerations,
including: (a) significant exposure to OEM production which is
highly cyclical and subjects the company to the manufacturers
bargaining power; (b) limited exposure to aftermarket activities,
which are typically more stable and at higher margin; (c) weak,
albeit improving profitability (5.0% adjusted EBITA margin 2019),
with a temporary drop in 2020, (d) recently improved but overall
still limited free cash flow generation.

RATIONALE FOR THE NEGATIVE OUTLOOK

The stable outlook reflects the expectation that Faurecia will
manage to recover its EBITA margins (Moody's adjusted) towards 6%
by 2022, where Moody's expects global light vehicle sales to
recover somewhat from a very weak 2020 but still to remain below
2019 levels. The expected margin recovery also reflects continued
efficiency measures by the company. With this, and supported by
positive free cash flow generation (post dividends) from 2021,
Moody's expects a gradual improvement of debt/EBITDA (Moody's
adjusted) into the range of 3.0-3.5x, which is appropriate for the
Ba2.

LIQUIDITY

Moody's considers Faurecia's liquidity to be adequate. At the end
of March 2020, the group had an extraordinarily high cash balance
of EUR2.2 billion, of which around EUR1.9 billion was unrestricted.
Moreover, EUR600 million of its EUR1.2 billion syndicated credit
facility due in June 2024 were available. The company also had
sufficient headroom to the net leverage covenant of 2.79x. On April
08, 2020, the company also signed a EUR800 million club deal with
banks, which matures in 18 months. Including Cash from Operations,
which Moody's estimates at around EUR0.8 billion in the current
stress case, Faurecia's liquidity sources amount to around EUR4.0
billion for the four quarters to March 2021. These sources
comfortably cover expected cash uses of around EUR2.3 billion.

The group does not face any meaningful long-term debt maturities
until 2022. In its analysis, Moody's considers short term debt and
bank overdrafts, which, however, are typically rolled over and
commercial paper maturities. In total, short-term and the current
portion of long-term debt maturities (including leasing) amount to
around EUR0.7 billion. Further liquidity uses include working cash
(estimated at around 3% of sales, or EUR0.5 billion). Moody's
estimates capex (and capitalized R&D) of around EUR1.1 billion.
Dividend payments have been suspended. Additional liquidity risks
relate to the use of Faurecia's sizeable factoring programme
(EUR1.0 billion, as of December 2019), which can typically be
rolled over. It is, however, uncommitted, and declining business
activity, especially in times of a production lockdowns, can result
in a contraction of liquidity.

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

Moody's would consider a positive rating action should Faurecia
sustainably achieve EBITA margins above 6% (5.0% in 2019), it
continues to generate positive FCF, indicated by FCF/debt in the
low to mid-single digits (1.4% as of 2019) through the cycle and if
the company can manage its leverage ratio to a level materially
below 3.0x debt/EBITDA on a sustainable basis (4.1x as of 2019). An
upgrade would also require Faurecia to maintain a solid liquidity
profile.

However, EBITA margin approaching 4% or recurring negative free
cash flow would put downward pressure on the ratings. Moody's would
also consider downgrading Faurecia's ratings if its leverage ratio
remained sustainably above 3.5x debt/EBITDA. Likewise, a weakening
liquidity profile could result in a downgrade.

LIST OF AFFECTED RATINGS:

Issuer: Faurecia

Downgrades:

LT Corporate Family Rating, Downgraded to Ba2 from Ba1

Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD

Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2 from
Ba1

Outlook Actions:

Outlook, Changed To Stable From Rating Under Review

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Automotive
Supplier Methodology published in January 2020.

COMPANY PROFILE

Headquartered in Paris, France, Faurecia is one of the world's
largest automotive suppliers for seats, exhaust systems and
interiors. In 2019, sales amounted to EUR17.8 billion. Faurecia is
listed on the Paris stock exchange and the largest shareholder is
Peugeot S.A., which holds 46.3% of the capital and 62.99% of the
voting rights (data as of December 31, 2019). The remaining shares
of Faurecia are in free float.




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

DEUTSCHE LUFTHANSA: Bailout to Impact German Investors' Savings
---------------------------------------------------------------
Jacqueline Poh at Bloomberg News reports that the outcome of a
proposed bailout of flag carrier Deutsche Lufthansa AG that is
meeting resistance from its largest shareholder, will impact the
savings of thousands of German investors who hold its debt.

The troubled airline has more than EUR3.7 billion (US$4.2 billion)
in outstanding bonds, loans and Schuldschein debt mostly held by
German savings banks, insurers, commercial lenders and investment
funds, according to data compiled by Bloomberg.

The company's EUR500 million of bonds that mature in 2024 have
fallen to three-month lows as investors take fright at the
company's battle for survival, Bloomberg discloses.

According to Bloomberg, a Lufthansa spokesman confirmed in an email
that Schuldschein, a kind of promissory note common in German
capital markets, accounts for more than EUR1.5 billion the
company's outstanding debt.

Lufthansa also carried out smaller issues of Schuldschein, such as
a EUR150 million deal in February -- just before the coronavirus
pandemic triggered a collapse in air travel, Bloomberg states.

Schuldschein holders typically sit on their commitments and there
are seldom any trades or secondary sales in the private market
unless companies run into problems, Bloomberg notes.


DEUTSCHE LUFTHANSA: Investor Clash with Germany Threatens Bailout
-----------------------------------------------------------------
William Wilkes at Bloomberg News reports that Deutsche Lufthansa AG
faces one of the most momentous weeks in a near 70-year history,
with a clash between its biggest investor and the German government
threatening to scupper a EUR9 billion (US$10 billion) bailout and
push Europe's biggest airline toward collapse.

According to Bloomberg, with Lufthansa fighting for survival after
the coronavirus outbreak punctured a decades-long global travel
boom, billionaire Heinz-Hermann Thiele is threatening to block the
rescue plan -- which would dilute his holding and influence -- at a
virtual shareholder meeting on Thursday, June 25.

Mr. Thiele is set to make his case to Lufthansa Chief Executive
Officer Carsten Spohr and the two German ministers who brokered the
bailout in an online meeting, Bloomberg relays, citing people
familiar with the situation.

If there's no breakthrough, the airline will go into the investor
vote with its future on the line as cash reserves run low and the
threat of insolvency looms, Bloomberg states.

"We face a fateful week for our Lufthansa," Mr. Spohr, as cited by
Bloomberg, said on June 21 in a letter to employees seen by
Bloomberg, warning that it's not at all certain the bailout package
will gain approval at the extraordinary general meeting.

The carrier's chances of securing backing for the proposal suffered
a blow after only 38% of shareholders registered to vote by a
deadline over the weekend, Bloomberg recounts.

That means Lufthansa's management must secure two-thirds of votes
to win the day, rather than a simple majority, Bloomberg states.
With a 15% holding, Mr. Thiele, a former army tank commander,
effectively has a blocking minority, assuming he registered, which
the airline declined to confirm, Bloomberg notes.

According to Bloomberg, the people, who asked not to be named
discussing a private meeting, said Germany's third-richest man has
expressed dissatisfaction with the rescue, saying the state is
profiteering, and is expected to press Finance Minister Olaf Scholz
and Economy Minister Peter Altmaier for last-minute changes.

Terms of the package of loans and equity investment call for
Lufthansa to issue a 20% stake to the government in Berlin at the
nominal price of EUR2.56 per share, a change that needs to be
approved at the online EGM, Bloomberg discloses.

One of the people, as cited by Bloomberg, said it's unlikely that
the government will give ground before the vote, as Mr. Scholz has
articulated before, having rejected other scenarios as unacceptable
or impossible to deliver in time to meet Lufthansa's cash
requirements.


RAFFINERIE HEIDE: S&P Lowers ICR to 'CCC+', Outlook Stable
----------------------------------------------------------
S&P Global Ratings lowered to 'CCC+' from 'B-' its long-term issuer
credit and issue ratings on German single-asset refinery Raffinerie
Heide GmbH (Heide) and its senior secured notes.

S&P said, "The downgrade reflects our reassessment of Heide's
capital structure as unsustainable due to high leverage, following
another downward revision of our EBITDA and cash flow projections
for 2020 as the refining market remains very weak.   Under our
revised projections, with the very weak refining conditions, we now
see an adjusted EBITDA of EUR40 million-EUR80 million in 2020
translating to close to neutral free operating cash flow (FOCF). At
the same time, the company continues to carry a very heavy reported
net debt burden of about EUR150 million as of April 30, 2020,
translating to S&P Global Ratings-adjusted debt to EBITDA more than
6.5x.

"The EUR150 million maturity in November brings some uncertainty,
but doesn't have an immediate impact on the rating as we continue
to assume a successful refinancing, but it may result in additional
negative pressure on the rating if further delayed.

"Looking beyond 2020, in our view, without a rapid improvement in
the refining market over the coming 24 months, which is not our
base-case scenario, the company won't be able to generate material
FOCF to support a meaningful reduction in net debt ahead of
December 2022, when its EUR250 million notes are due. In the
current circumstances, the company will be subject to favorable
market conditions to refinance and without them it could seek other
initiatives to push and/or reduce the debt, some of which could
fall into our definition of a distressed exchange offer."

Heide has a track record of delivering lower-than-expected results,
despite an extensive financial-policy program in the context of
high industry volatility.  After two weak years, the unexpected
first-quarter results--including EUR2 million of operating EBITDA
and operating cash flow of about negative EUR28 million--mainly
driven by nonhedgeable elevated crude differentials, demonstrate
the high impact of unexpected changes in oil prices on Heide's
profitability. Due to these fundamental market uncertainties, S&P
expects that the company's ability to stabilize its cash flows and
generate profits in adverse conditions (including a weak margin
environment) will be hampered in the coming years.

The hedging program and capital expenditure (capex) postponement
partly mitigate our negative FOCF expectations.   S&P expects that
the less pronounced lockdown measures undertaken by the German
government in comparison with other European states, in combination
with the company's hedging strategy, will positively affect results
in the second quarter and the rest of the year, given that about
35% of margin exposure is hedged at favorable prices. Combined with
the postponement of one turnaround (about EUR22 million in
operating expenditure [opex]/capex deferral) into 2021, deferral of
some taxes, and working capital measures, this supports the
company's cash flow generation and liquidity position during 2020.
S&P said, "That said, the uncertainty about the shape of the
recovery means our forecast downside scenarios point to neutral
reported FOCF, in our worst-case projection, considering low
capacity utilization and maintained low cracking margins. This
would impair the liquidity position of the company, which had about
EUR115 million of cash on April 30, 2020."

The stable outlook is supported by no obvious liquidity pressure on
the rating in the coming 12 months following the expected
successful extension of the factoring facility in the next few
months.

S&P said, "Under our base case, we project that the company will
report adjusted EBITDA of EUR40 million-EUR80 million and at best
break-even FOCF in 2020, resulting in adjusted debt to EBITDA of
above 6.5x, which we view as high, and an unsustainable capital
structure.

"We do not expect to lower the rating in the coming six-to-12
months unless we see a material deterioration in the company's
liquidity position, such as the failure to extend its factoring
facility.

"Alternatively, we could lower the rating if the company considered
a capital restructuring or repurchased some of its outstanding
notes well below par value, which falls under our definition of a
distressed exchange offer."

S&P doesn't expect to raise the rating in the next 12 months. A
higher rating will be subject to addressing the following:

-- Establishing a track record of delivering stronger and more
predictable results, while maintaining the current hedging policy.

-- An adjusted debt to EBITDA of 6.5x or better, taking into
account the cash balance of the company.

-- A plausible refinancing plan for the EUR250 million notes due
December 2022.


WIRECARD AG: Acknowledges Account Fraud, Delays Financial Results
-----------------------------------------------------------------
Olaf Storbeck, Dan McCrum and Stefania Palma at The Financial Times
report that Wirecard AG acknowledged for the first time on June 22
the potential scale of a multiyear accounting fraud, as the Germany
payments group warned that EUR1.9 billion of cash on its balance
sheet probably does "not exist".

According to the FT, the company said it had previously
mischaracterized its biggest source of profits and that it was now
trying to work out "whether, in which manner and to what extent
such business has actually been conducted for the benefit of the
company".  It withdrew its most recent financial results and said
other years' accounts may be inaccurate, the FT notes.

As Wirecard's shares resumed their precipitous fall -- down 33% on
June 22 and more than 80% since the collapse began on June 18 --
the German establishment began its own reckoning, the FT relates.

Munich police said that a criminal investigation into Wirecard had
been launched, according to the FT.

Meanwhile, Wirecard was trying to salvage its payments processing
business, licensed by Visa and Mastercard and responsible for tens
of billions of euros in annual transaction volume, having called in
restructuring experts during a weekend of negotiations with
lenders, the FT discloses.

The company had delayed the publication of its 2019 annual results
for the fourth time on June 18, the FT recounts.

In its statement on June 22, Wirecard withdrew the preliminary,
unaudited results for 2019 and the first quarter of 2020 that it
published earlier this year, the FT relays.

Wirecard, as cited by the FT, said "constructive discussions" with
a consortium of banks over the extension of EUR2 billion in loans
to the company were continuing.  

The loans can be terminated after the company missed a June 19
deadline for the publication of audited annual results, the FT
notes.

Headquartered in Germany, Wirecard is a fully integrated, digital
financial commerce platform.  Its offers worldwide services for
innovative digital payments: online, mobile, and at the POS.


WIRECARD AG: Moody's Gives B3 CFR & Cuts EUR500MM Unsec. Debt to B3
-------------------------------------------------------------------
Moody's Investors Service has downgraded the EUR500 million senior
unsecured rating of Wirecard AG to B3 from Baa3. Moody's has
assigned a B3 Corporate Family Rating and a B3-PD Probability of
Default Rating to Wirecard. All ratings remain on review for
further downgrade.

The downgrade of Wirecard's ratings and review for further
downgrade reflect the accounting irregularities and related
implications on the company's liquidity and financial profile
following its failure to publish the already postponed audited
consolidated accounts for 2019.

The auditor of Wirecard did not find sufficient evidence for cash
balances amounting to EUR1.9 billion and there are indications of
fraud related to the balance confirmations. Additionally, the
postponement of the audited statements could trigger an event of
default under the debt documentation, leading to high and immediate
refinancing needs.

RATINGS RATIONALE

The supervisory board of Wirecard hired KPMG in November 2019 to
perform an independent review in reaction to renewed allegations
for fraudulent accounting practices and concentration risks of
their customer base. Moody's had published an issuer comment which
outlined the credit negative impact of these ongoing allegations,
as the rating was already constrained due to governance and control
weaknesses.

When Moody's placed the Baa3 ratings on review for possible
downgrade on June 2, 2020, it had outlined that, in contrast to its
previous expectations, renewed allegations around fraudulent
accounting practices and lack of sufficient control and risk
managements were ongoing. Moody's further outlined that negative
rating pressure could therefore materialize over the next weeks
should the final KPMG report, or the audited financial statements
for 2019, identify ongoing and material accounting irregularities,
or further governance and control weaknesses, and its review of
compliance and risk management policies did not reflect material
improvements.

The current findings are even more material compared to previous
allegations, as they refer to the substance of available cash
holdings, which had been a key credit strength of Wirecard's
previous rating.

While Moody's acknowledges the issues still being under
investigation, the non-publication of audited financial statements
might lead to an event-of-default under the company's debt
documents putting severe pressure on the financial profile.

Additionally, Moody's sees a high risk that Wirecard is facing a
swift decline in its customer base and a related decline in
transaction volumes driven by trust issues.

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

Moody's will review the rating with a focus on the validity of the
cash position, the stability of the operating performance and the
company's access to financing sources.

Moody's would consider a downgrade should Wirecard's financial debt
fall due after failing to present audited financial statements or
the fraudulent cash position materializes, or the operational
performance deteriorates.

PRINCIPAL METHODOLOGY

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




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

INTRALOT SA: Fitch Cuts LT IDR to CC & Unsecured Rating to C/RR5
----------------------------------------------------------------
Fitch Ratings has downgraded Greek gaming group Intralot S.A.'s
Long Term Issuer Default Rating to 'CC' from 'CCC', and the senior
unsecured rating on the bonds issued by Intralot Capital Luxembourg
S.A., and guaranteed by Intralot's key subsidiaries, to 'C'/'RR5'
from 'CCC'/'RR4'.

The downgrade of the IDR reflects increasing risk of a debt
restructuring as well as refinancing risk for Intralot's EUR250
million bond maturing in September 2021. Intralot is currently
discussing with its bondholders to modify its capital structure.
Fitch views that these negotiations may result in some form of debt
restructuring, which would qualify as a Default or Restricted
Default under its Criteria. Should this occur, post-restructuring
Fitch would assign a rating to reflect the new capital structure in
place, and the growth prospects that such a new structure would
allow the group to pursue. Although liquidity will be eroded Fitch
views it sufficient for Intralot to pursue operations over the next
few months until the new structure is implemented.

The downgrade of the senior unsecured ratings encapsulates also
legal challenges in Bulgaria that would result, in its view, in a
further reduction of Intralot's scale, leading to lower recovery
prospects for bond investors.

KEY RATING DRIVERS

Capital Structure Reshuffle Inevitable: Fitch estimates that
Intralot's funds from operations adjusted gross leverage will
remain high at above 10x by September 2021 when the EUR250 million
bond is due. Fitch sees a heightened risk that Intralot would be
forced into some form of debt restructuring over the next 12 to 18
months to address the refinancing. The terms of the bond prevent a
refinancing for the full amount on a secured basis. Intralot
announced it has appointed Evercore Partners and Allen & Overy to
assess all available financial and strategic options that may be
available to modify the group's capital structure.

Bulgarian Operations may Stop: In Bulgaria Intralot has two
49%-owned partnerships, Eurobet and Eurofootball, from which the
authorities have requested the payment of state fees of BGN403
million (around EUR200 million). Bulgarian authorities have decided
to nationalise lottery, leading to the end of Eurobet operations
(5.2% of proportionate EBITDA). Although Intralot firmly contests
these claims, the Bulgarian authorities have decided to suspend
Eurofootball's license (14.4% of proportionate EBITDA) for three
months until these taxes are paid. In its view, Intralot will not
be able to afford these payments, meaning that it would likely stop
its Bulgarian operations. These claims, according to the company,
are non-recourse to Intralot.

Below-Average Recoveries for Bondholders: Fitch has lowered its
going-concern EBITDA to EUR55 million from EUR65 million to reflect
the uncertainty in Bulgaria with likely termination of activities.
Base on the current capital structure, Fitch estimates that
bondholders would be subordinated to around EUR70 million of
priority debt, leading to a 'C'/ 'RR5' instrument rating.

High Pandemic Exposure: Closures of gaming halls combined with
cancellations of sports events (sport betting represented 44.4% of
2019 consolidated revenues) will lead to a material contraction of
Intralot's revenues in 2020. Fitch also factors in a reduction in
lottery revenues (42.7% of 2019 consolidated revenues) due to
lockdowns. The group has implemented mitigating measures such as
cost cutting and capex reductions. Overall, Fitch now estimates
that Intralot will post large negative free cash flow of over EUR70
million in 2020, which will likely result in a material erosion of
the EUR119 million unrestricted cash (as per Fitch's definition)
held at end-2019.

Shrinking Contract Portfolio: Intralot's contract portfolio has
materially shrunk over the last two years due to asset disposals
(Poland, Azerbaijan), contracts loss (Morocco, Turkey) or legal
issues (Bulgaria). Fitch views execution risk related to the
renewal of Bilyoner contract in Turkey (4% of Intralot's
proportionate EBITDA), to be renewed at end-August 2020. The
renewal of the contract in Malta in 2022 (14.9% of 2019
proportionate EBITDA) could entail capex investment based on
historical data, which the current capital structure may not allow.
In its view, Intralot lacks scale relative to larger competitors
such as IGT or Scientific Games.

Favourable Underlying Industry Trends: The gradual liberalisation
of gaming markets, notably in the US, governments' keenness on
finding ways to raise tax proceeds and digitalisation of lotteries
should all provide opportunities for Intralot, as evidenced by the
recent contracts won such as the sport betting offering in New
Hampshire. It should be able to leverage on its track record and
technical reputation and benefit from a limited number of reputable
suppliers in the industry, allowing it to expand into new
countries. However, the lack of access to funding has constrained
it to move toward an asset-light strategy, reducing opportunities
to regain scale.

DERIVATION SUMMARY

Intralot's current financial profile is not comparable with that of
other gaming companies such as Flutter Entertainment plc
(BBB-/Negative), GVC Holdings Plc (BB/Negative), Sazka Group a.s.
(BB-/Negative). Intralot is similar in business-profile
characteristics to Inspired Entertainment, Inc. (C), but currently
has higher liquidity. However, refinancing risk is high, and a debt
restructuring seems inevitable, which is consistent with a 'CC'
rating.

KEY ASSUMPTIONS

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

  - Revenue to fall around 50% in 2020 due to the impact of the
coronavirus pandemic and shutdown of Bulgarian operations. Fitch
forecasts revenues trending towards EUR390 million-EUR400 million
by 2022.

  - Taxes claimed by the Bulgarian authorities are not paid.
Activity in Bulgaria does not resume.

  - EBITDA margin in 2020 contracting to around 10%, before
recovering towards 17%-18% by 2022.

  - Recurring dividends paid to minority interests of around EUR3
million per annum.

  - Capex of around EUR40 million-EUR45 million per year. Fitch
estimates that Intralot would cut its capex plan in 2020 to
preserve cash.

  - No material M&A activity and no common dividends.

Fitch's Key Recoveries Assumptions

In its bespoke going-concern recovery analysis, Fitch considered an
estimated post-restructuring EBITDA available to creditors of
around EUR55 million (versus EUR65 million previously), reflecting
the cancellation of the Eurobet license and its view that Intralot
will not be able to resume Eurofootball operations. Fitch applied a
distressed enterprise value (EV)/ EBITDA multiple of 5x to
Intralot's wholly-owned operations.

Fitch also estimates approximately EUR10 million of additional
value stemming from associates.

Fitch assumes EUR70 million of priority debt, including a fully
drawn USD40 million revolving credit facility (RCF) in the US, and
a EUR18 million secured overdraft.

After deducting 10% for administrative claims, its principal
waterfall analysis generates a ranked recovery in the 'RR5' band,
indicating a 'C' instrument rating. The waterfall analysis output
percentage on current metrics and assumptions is 26%.

RATING SENSITIVITIES

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

  - Reducing immediate refinancing risk, implying successful
refinancing of the EUR250 million bond due September 2021, coupled
with liquidity sufficient to support operations over the next 12
months;

  - Sustained improvement in operating performance, for example
through winning new contracts or improving performance of existing
ones, combined with efficient cost-cutting measures, leading to
growing EBITDA and FFO, hence allowing for deleveraging; and

  - FFO fixed charge cover sustainably above 1.2x.

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

  - Public announcement that a default or default-like process has
begun or is imminent, such as a debt restructuring plan; and

  - Lack of sufficient operational liquidity cushion

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

Tightening Liquidity: Intralot materially improved its liquidity
profile during 2019 due to the completion of its asset disposal
programme, notably Hellenic Lotteries (EUR20 million) and Gamenet
(EUR78 million). As of March 31, 2020, Fitch estimates that
Intralot had around EUR100 million-EUR105 million readily available
cash (excluding EUR30 million restricted cash for working capital,
and around EUR10 million cash located in partnerships). The cash
position included a EUR8 million secured overdraft as of March 31,
2020, which was fully drawn in April. Fitch expects liquidity to
tighten over the next 12 months due to negative FCF amid the
coronavirus pandemic, although prudent cash management reduces
liquidity risk until bond refinancing.

Intralot has no committed RCF available at group level. Fitch does
not view the USD40 million RCF granted to the US subsidiary as a
mitigating factor, since it cannot be used to finance corporate
needs or bridge a liquidity gap at other subsidiaries.

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

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




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

MAN GLG III: Moody's Cuts Rating on Class F Notes to B3
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings on the
following notes issued by Man GLG Euro CLO III Designated Activity
Company:

EUR18,000,000 Class D Deferrable Mezzanine Floating Rate Notes due
2030, Downgraded to Baa3 (sf); previously on Apr 20, 2020 Baa2 (sf)
Placed Under Review for Possible Downgrade

EUR19,800,000 Class E Deferrable Junior Floating Rate Notes due
2030, Downgraded to Ba3 (sf); previously on Apr 20, 2020 Ba2 (sf)
Placed Under Review for Possible Downgrade

EUR10,400,000 Class F Deferrable Junior Floating Rate Notes due
2030, Downgraded to B3 (sf); previously on Apr 20, 2020 B2 (sf)
Placed Under Review for Possible Downgrade

Moody's has also affirmed the ratings on the following notes:

EUR212,000,000 Class A Senior Secured Floating Rate Notes due 2030,
Affirmed Aaa (sf); previously on Jul 26, 2017 Assigned Aaa (sf)

EUR23,300,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Affirmed Aa2 (sf); previously on Jul 26, 2017 Assigned Aa2
(sf)

EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aa2 (sf); previously on Jul 26, 2017 Assigned Aa2 (sf)

EUR32,000,000 Class C Deferrable Mezzanine Floating Rate Notes due
2030, Affirmed A2 (sf); previously on Jul 26, 2017 Assigned A2
(sf)

Man GLG Euro CLO III Designated Activity Company, issued in July
2017, is a collateralised loan obligation backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by GLG Partners LP. The transaction's reinvestment period
will end in October 2021.

RATINGS RATIONALE

Its action concludes the rating review on the Classes D, E and F
notes announced on April 20, 2020.

Stemming from the coronavirus outbreak, the credit quality of the
portfolio has deteriorated as reflected in the increase of the
Weighted Average Rating Factor by about 15.5%, to 3598 as per
trustee report dated May 2020 [1] from 3115 in January 2020 [2],
and an increase in the proportion of securities from issuers with
ratings of Caa1 or lower, which currently make up approximately
8.8% of the underlying portfolio. In addition, the defaults amounts
reported by the trustee increased to EUR9.0 million [3] from EUR2.8
million in January 2020 [4].

According to the trustee report dated May 2020 [5] the Class A/B,
Class C, Class D, Class E and Class F OC ratios are reported at
139.6%, 123.5%, 116.0%, 108.7% and 105.2% compared to January 2020
[6] levels of 142.3%, 125.9%, 118.2%, 110.8% and 107.2%,
respectively. Moody's notes that none of the OC tests are currently
in breach and the transaction remains in compliance with the
following collateral quality tests: Diversity Score, Weighted
Average Recovery Rate, Weighted Average Spread and Weighted Average
Life.

As a result of this deterioration, the Class D, E and F notes were
downgraded. Moody's however concluded that the expected losses on
remaining rated notes remain consistent with their current ratings.
Consequently, Moody's has affirmed the ratings on the Class A, B1,
B2 and C notes.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base case,
Moody's analysed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR343.0 million,
a weighted average default probability of 28.3% (consistent with a
WARF of 3605 over a weighted average life of 5.2 years), a weighted
average recovery rate upon default of 44.9% for a Aaa liability
target rating, a diversity score of 53 and a weighted average
spread of 3.7%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Its analysis has considered the effect of the coronavirus outbreak
on the global economy as well as the effects that the announced
government measures, put in place to contain the virus, will have
on the performance of corporate assets.

The contraction in economic activity in the second quarter will be
severe and the overall recovery in the second half of the year will
be gradual. However, there are significant downside risks to its
forecasts in the event that the pandemic is not contained and
lockdowns have to be reinstated. 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.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

Counterparty exposure:

Its rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in June 2020. Moody's concluded the
ratings of the notes are not constrained by these risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. In particular, the length and severity of the economic and
credit shock precipitated by the global coronavirus pandemic will
have a significant impact on the performance of the securities. CLO
notes' performance may also be impacted either positively or
negatively by: (1) the manager's investment strategy and behaviour;
(2) divergence in the legal interpretation of CDO documentation by
different transactional parties because of embedded ambiguities;
and (3) the additional expected loss associated with hedging
agreements in this transaction which may also impact the ratings
negatively.

Additional uncertainty about performance is due to the following:

  - Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

  - Other collateral quality metrics: Because the deal can
reinvest, the manager can erode the collateral quality metrics'
buffers against the covenant levels.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.


OAK HILL III: Moody's Cuts Rating on Class F-R Notes to B3
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings on the
following notes issued by Oak Hill European Credit Partners III
Designated Activity Company:

EUR12,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2030, Downgraded to B3 (sf); previously on Apr 20, 2020
B2 (sf) Placed Under Review for Possible Downgrade

Moody's has also affirmed the ratings on the following notes:

EUR222,200,000 Class A-1R Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Jul 20, 2017 Definitive
Rating Assigned Aaa (sf)

EUR15,800,000 Class A-2R Senior Secured Fixed/Floating Rate Notes
due 2030, Affirmed Aaa (sf); previously on Jul 20, 2017 Definitive
Rating Assigned Aaa (sf)

EUR25,500,000 Class B-1R Senior Secured Floating Rate Notes due
2030, Affirmed Aa2 (sf); previously on Jul 20, 2017 Definitive
Rating Assigned Aa2 (sf)

EUR15,800,000 Class B-2R Senior Secured Fixed Rate Notes due 2030,
Affirmed Aa2 (sf); previously on Jul 20, 2017 Definitive Rating
Assigned Aa2 (sf)

EUR8,700,000 Class B-3R Senior Secured Floating Rate Notes due
2030, Affirmed Aa2 (sf); previously on Jul 20, 2017 Definitive
Rating Assigned Aa2 (sf)

EUR22,500,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed A2 (sf); previously on Jul 20, 2017
Definitive Rating Assigned A2 (sf)

And Moody´s has confirmed the rating on the following notes:

EUR20,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Confirmed at Baa2 (sf); previously on Apr 20, 2020
Baa2 (sf) Placed Under Review for Possible Downgrade

EUR28,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2030, Confirmed at Ba2 (sf); previously on Apr 20, 2020
Ba2 (sf) Placed Under Review for Possible Downgrade

Oak Hill European Credit Partners III Designated Activity Company
is a cash-flow CLO transaction, issued in June 2015 and refinanced
in July 2017, backed by a portfolio of mostly high-yield senior
secured European loans. The portfolio is managed by Oak Hill
Advisors (Europe), LLP. The transaction's reinvestment period will
end in July 2021.

RATINGS RATIONALE

Its action concludes the rating review on the Classes D, E and F
notes initiated on 20 April 2020 as a result of the deterioration
of the credit quality and/or the reduction of the par amount of the
portfolio following from the coronavirus outbreak.

Stemming from the coronavirus outbreak, the credit quality has
deteriorated as reflected in the increase in Weighted Average
Rating Factor and of the proportion of securities from issuers with
ratings of Caa1 or lower. Securities with ratings of Caa1 or lower
currently make up approximately 6.8% of the underlying portfolio.
In addition, the over-collateralisation levels have weakened across
the capital structure. According to the trustee report dated May
2020 the Class A/B, Class C, Class D and Class E OC ratios are
reported at 136.5% [1], 126.7%[1], 119.0%[1] and 109.7%[1] compared
to November 2019 levels of 137.9%[2], 127.9%[2], 120.2%[2] and
110.8%[2], respectively. Moody's notes that none of the OC tests
are currently in breach and the transaction remains in compliance
with the following collateral quality tests: Diversity Score,
Weighted Average Recovery Rate, and Weighted Average Life. However,
the WARF and Weighted Average Spread tests are not passing as per
latest trustee report [1]. Furthermore, the portfolio contains two
defaulted assets, representing 0.7% of the aggregate principal
balance.

As a result of this deterioration, Moody's downgraded the Class F-R
notes. Moody's however concluded that the expected losses on
remaining rated notes remain consistent with their current ratings
as the structural features of the transaction mitigate the
collateral credit quality deterioration. Consequently, Moody's has
confirmed the ratings on the Class D-R and E-R notes and affirmed
the ratings on the Class A-1R, A-2R, B-1R, B-2R, B-3R and C-R
notes.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base case,
Moody's analysed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR396.2 million,
a weighted average default probability of 28.4% (consistent with a
WARF of 3594 over a weighted average life of 5.25 years), a
weighted average recovery rate upon default of 45.4% for a Aaa
liability target rating, a diversity score of 52 and a weighted
average spread of 3.68%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Its analysis has considered the effect of the coronavirus outbreak
on the global economy as well as the effects that the announced
government measures, put in place to contain the virus, will have
on the performance of corporate assets.

The contraction in economic activity in the second quarter will be
severe and the overall recovery in the second half of the year will
be gradual. However, there are significant downside risks to its
forecasts in the event that the pandemic is not contained and
lockdowns have to be reinstated. 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.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

Counterparty Exposure:

Its rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap providers,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in June 2020. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. In particular, the length and severity of the economic and
credit shock precipitated by the global coronavirus pandemic will
have a significant impact on the performance of the securities. CLO
notes' performance may also be impacted either positively or
negatively by: (1) the manager's investment strategy and behaviour;
and (2) divergence in the legal interpretation of CDO documentation
by different transactional parties because of embedded
ambiguities.

Additional uncertainty about performance is due to the following:

  - Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

  - Other collateral quality metrics: Because the deal can
reinvest, the manager can erode the collateral quality metrics'
buffers against the covenant levels.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.


TORO EUROPEAN 5: Moody's Cuts EUR11MM Class F Notes to 'B2'
-----------------------------------------------------------
Moody's Investors Service has taken a variety of rating actions on
the following notes issued by Toro European CLO 5 Designated
Activity Company:

EUR14,500,000 Class C-1 Secured Deferrable Floating Rate Notes due
2030, Downgraded to A3 (sf); previously on Mar 28, 2018 Definitive
Rating Assigned A2 (sf)

EUR10,000,000 Class C-2 Secured Deferrable Floating Rate Notes due
2030, Downgraded to A3 (sf); previously on Mar 28, 2018 Definitive
Rating Assigned A2 (sf)

EUR21,720,000 Class D Secured Deferrable Floating Rate Notes due
2030, Downgraded to Baa3 (sf); previously on Apr 20, 2020 Baa2 (sf)
Placed Under Review for Possible Downgrade

EUR23,450,000 Class E Secured Deferrable Floating Rate Notes due
2030, Confirmed at Ba2 (sf); previously on Apr 20, 2020 Ba2 (sf)
Placed Under Review for Possible Downgrade

EUR11,850,000 Class F Secured Deferrable Floating Rate Notes due
2030, Confirmed at B2 (sf); previously on Apr 20, 2020 B2 (sf)
Placed Under Review for Possible Downgrade

Moody's has affirmed the ratings on the following notes:

EUR2,250,000 (Current outstanding balance of EUR281,250) Class X
Secured Floating Rate Notes due 2030, Affirmed Aaa (sf); previously
on Mar 28, 2018 Definitive Rating Assigned Aaa (sf)

EUR232,500,000 Class A Secured Floating Rate Notes due 2030,
Affirmed Aaa (sf); previously on Mar 28, 2018 Definitive Rating
Assigned Aaa (sf)

EUR34,000,000 Class B-1 Secured Floating Rate Notes due 2030,
Affirmed Aa2 (sf); previously on Mar 28, 2018 Definitive Rating
Assigned Aa2 (sf)

EUR22,850,000 Class B-2 Secured Fixed Rate Notes due 2030, Affirmed
Aa2 (sf); previously on Mar 28, 2018 Definitive Rating Assigned Aa2
(sf)

Toro European CLO 5 Designated Activity Company is a collateralised
loan obligation (CLO) transaction issued in March 2018, and backed
by a portfolio of mostly high-yield senior secured European loans.
The portfolio is managed by Chenavari Credit Partners LLP. The
transaction's reinvestment period will end in April 2022.

RATINGS RATIONALE

Its action concludes the rating review on the Class D, E and F
Notes announced on April 20, 2020.

Stemming from the coronavirus outbreak, the credit quality of the
portfolio has deteriorated as reflected in the increase of the
Weighted Average Rating Factor and an increase in the proportion of
securities from issuers with ratings of Caa1 or lower. The trustee
reported WARF worsened by about 20% to 3484[1] from 2910[2] in May
2019 and is now significantly above the reported covenant of
3132[1]. The trustee reported securities with ratings of Caa1 or
lower have increased to 8.8% [1] from 2.8% [2] in May 2019. An
over-collateralisation haircut of EUR2.39 million to the
computation of the OC tests is applied. Consequently, the
over-collateralisation levels have weakened across the capital
structure. According to the trustee report dated May 2020 the Class
A/B, Class C, Class D, Class E, and Class F OC ratios are reported
at 136.27% [1], 125.63%[1], and 117.50% [1], 109.84%[1], 106.32%[1]
compared to May 2019 levels of 138.77%[2], 127.94%[2], 119.66%[2],
111.84%[2], and 108.27%[2] respectively.

Moody's notes the WARF and proportion of securities with default
probability ratings of Caa1 or lower have worsened by 424 points
and 1.8 times respectively compared to March 2020 data based on
which Classes D, E and F notes were placed on review for possible
downgrade. As a result of all of the foregoing, the credit quality
of the Class C-1 and C-2 notes, which were previously not placed on
review, have also been impacted.

As a result of this deterioration, the Class C-1, C-2 and D notes
were downgraded. Moody's however concluded that the expected losses
on remaining rated notes remain consistent with their current
ratings. Consequently, Moody's has confirmed the ratings on the
Class E and F notes and affirmed the ratings on the Class X, A,
B-1, and B-2 notes.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base case,
Moody's analysed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR396.7 million,
a defaulted par of EUR0.74 million, a weighted average default
probability of 29.9% (consistent with a WARF of 3540 over a
weighted average life of 6.2 years), a weighted average recovery
rate upon default of 44.0% for a Aaa liability target rating, a
diversity score of 53 and a weighted average spread of 3.82%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analyzing.

Its analysis has considered the effect of the coronavirus outbreak
on the global economy as well as the effects that the announced
government measures, put in place to contain the virus, will have
on the performance of corporate assets.

The contraction in economic activity in the second quarter will be
severe and the overall recovery in the second half of the year will
be gradual. However, there are significant downside risks to its
forecasts in the event that the pandemic is not contained and
lockdowns have to be reinstated. 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 Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

Counterparty exposure:

Its rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in June 2020. Moody's concluded the
ratings of the notes are not constrained by these risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. In particular, the length and severity of the economic and
credit shock precipitated by the global coronavirus pandemic will
have a significant impact on the performance of the securities. CLO
notes' performance may also be impacted either positively or
negatively by: (i) the manager's investment strategy and behaviour;
(ii) divergence in the legal interpretation of CDO documentation by
different transactional parties because of embedded ambiguities.

Additional uncertainty about performance is due to the following:

  - Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

  - Other collateral quality metrics: Because the deal can
reinvest, the manager can erode the collateral quality metrics'
buffers against the covenant levels.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.




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

BANCA UBAE: Fitch Affirms B+ LongTerm IDR, Outlook Negative
-----------------------------------------------------------
Fitch Ratings has affirmed Banca UBAE's Long-Term Issuer Default
Rating at 'B+' and Viability Rating at 'b+'. The Outlook remains
Negative.

The ratings reflect a weakening of the bank's credit profile over
the past two years, due largely to capital constraints, weak
strategy execution and a rapid deterioration in asset quality. The
ratings also reflect reasonable capital and liquidity buffers,
which provide UBAE with some headroom at this rating level against
a deteriorating operating environment.

The Negative Outlook continues to reflect, however, heightened
risks for UBAE's credit profile due to the economic fallout from
the coronavirus pandemic.

KEY RATING DRIVERS

IDRS AND VR

The ratings of UBAE continue to reflect its specialist
trade-finance franchise based on flows between Italy and its core
markets in the Middle East and North Africa region, high reliance
on substantial funding from majority shareholder Libyan Foreign
Bank and high concentrations on both sides of its balance sheet.
Its assessment of the operating environment reflects the bank's
domicile in Italy (BBB-/Stable) but also significant cross-border
exposures to weaker emerging markets, including Libya and Lebanon.

UBAE's CET1 capital was strengthened in March 2020 after a EUR100
million subordinated loan from the LFB was replaced by core capital
at the bank. This transaction resulted in an increase in the CET1
ratio to above 17% at end-March 2020 and has restored capital
buffers well above regulatory minimum requirements. As a result of
the capital increase, Fitch estimated that unreserved
non-performing assets (NPAs, including on-and off balance-sheet
exposures) fell to 12% of CET1 compared from above 20% in 2018.
Nevertheless, UBAE's capital buffers could be eroded by
persistently weak revenues, asset-quality risks and higher
provisioning requirements owing to the pandemic.

The bank's NPAs-to-gross credit exposures continued to weaken and
increased to 6.9% at end-2019 from 4.9% a year earlier, due mainly
to a large ticket exposure to a foreign project. Additionally, the
bank's asset quality is at risk from exposure to Lebanese
government bonds, which defaulted in March 2020. Fitch expects
adequate loan loss allowances coverage of NPAs (81% at end-2019),
coupled with the bank's loan book being mostly weighted to large
corporate customers (which are expected to be more resilient during
a crisis), to mitigate to some extent the risk of a deteriorating
operating environment.

UBAE's profitability is weak. The bank recorded a net loss in 2019
(14% of equity), due largely to capital constraints that forced the
bank to limit the expansion of new business. The operating
environment continued to be challenging due to competitive
pressure, low interest rates and weaker business volumes in
Algeria, Lebanon, Libya and Turkey, which were affected by economic
crises. The bank's performance was also affected by negative
trading income related to fair-value measurement of hedging
derivatives, while operating expenses were reduced by 10% from 2018
due to an internal reorganisation that is still underway. These
results led to an operating loss (1.8% of risk-weighted assets in
2019) the second year running, albeit smaller than a year earlier,
when the loss equalled 3.6% of RWA.

Fitch expects profitability to remain weak due to lower business
volumes and further provisioning required on the Lebanese exposure,
and other potential credit losses in 2020. More challenging
operating environments will also make it more difficult for UBAE to
implement its strategic and commercial initiatives.

UBAE's funding profile remains significantly reliant on LFB and its
affiliates, which accounted for nearly 85% of total funding at
end-2019. LFB funding has generally been stable, and Fitch expects
it to continue to support the bank's funding profile despite the
turmoil affecting Libya. UBAE's liquidity also benefits from the
self-liquidating nature of short-term trade-finance transactions
and a large pool of liquid assets, consisting of cash and bank
placements, Italian government securities and central bank
reserves. Liquidity coverage remains sound and was materially above
minimum regulatory requirements at end-2019.

UBAE's Short-Term IDR of 'B' is the only option corresponding to a
'B+' Long-Term IDR.

SUPPORT RATING AND SUPPORT RATING FLOOR

The bank's '5' SR reflects Fitch's view that the likelihood of
extraordinary support from UBAE's key shareholder cannot be
reliably assessed. The '5' SR and the assigned 'No Floor' SRF also
reflect Fitch's view that support from the Italian authorities
cannot be relied upon, given that Italy has adopted resolution
legislation that requires senior creditors to participate in losses
and also because of UBAE's limited systemic importance.

RATING SENSITIVITIES

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

UBAE's ratings are sensitive to the depth and duration of the
economic crisis caused by the pandemic and its impact on the bank's
financial profile. Ratings could be downgraded if operating
profitability deteriorates further, for example as a result of high
loan and securities impairment charges, resulting in a material
erosion of capital.

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

Fitch could revise the Outlook on UBAE's Long-Term IDR to Stable
from Negative if asset quality and profitability prove more
resilient to the economic impact of the coronavirus outbreak than
currently envisaged, thus preventing any material decrease in
capital buffers.

For UBAE's rating to be upgraded, the financial profile of the bank
would need to materially strengthen, for example as a result of
stronger and more stable operating environments leading to a
sustained improvement in the bank's earnings and asset quality.

SR AND SRF

The SR could be upgraded if Fitch judges that LFB is able to
provide extraordinary support to UBAE in case of need. This would
be contingent on a more stable regime in Libya while the strategic
importance of UBAE to LFB remains unchanged. Upward revision of the
SRF would be contingent on a positive change in the Italian
sovereign's propensity to support UBAE, which is highly unlikely in
its view.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions
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.

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

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

Banca UBAE S.p.A.

  - LT IDR B+; Affirmed

  - ST IDR B; Affirmed

  - Viability b+; Affirmed

  - Support 5; Affirmed

  - Support Floor NF; Affirmed




===================
K A Z A K H S T A N
===================

FORTEBANK JSC: S&P Affirms 'B+/B' ICRs, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'B+/B' long- and short-term issuer
credit ratings and 'kzBBB' national scale rating on ForteBank JSC.
The outlook is stable.

S&P said, "The affirmation reflects our view that the bank's
capital and liquidity buffers will allow it to withstand the
pressures from adverse operating conditions in Kazakhstan, caused
by the economic downturn, the COVID-19 pandemic, and lower oil
prices. For 2019, ForteBank posted Kazakhstani tenge (KZT) 42
billion net consolidated profit, which corresponds to an
approximately 20% return on average common equity (ROAE). However,
we expect that this year, the bank will face additional
provisioning needs that might result in elevated cost of risk (at
about 4%, as per our estimate), and decline in ROAE to about 10%.
Nevertheless, we believe that it will preserve its risk-adjusted
capital ratio at 5.5%-6.0% within the next 12-18 months, which we
view as rating neutral, according to our criteria."

ForteBank's asset quality metrics are broadly in line with system
average, with the share of problem loans (stage 3 loans and
purchased or originated credit-impaired assets under the IFRS 9
classification) at 21% of the total loan portfolio as of year-end
2019. S&P said, "However, we consider the bank's loan loss
provisioning rate one of the lowest among Kazakh banks. The bank
reported a ratio of provisions to problem loans of 36% as of
year-end 2019, compared with about 50% for the system average. We
expect that the bank will experience asset quality deterioration
this year, although we believe its asset quality metrics will be
broadly comparable with those of peer banks in Kazakhstan. At the
same time, we believe that ForteBank's management team has good
local market knowledge and a track record of achieving recovery on
problem assets in recent years. Therefore, we believe that
management's experience should help the bank to navigate through
this adverse economic environment."

S&P said, "We expect ForteBank's funding base to be stable in the
next 12-18 months. The bank has a balanced diversification between
retail and corporate deposits--46% and 54%, respectively, as of
year-end 2019. We also expect that deposit base will be broadly
stable in the next 12-18 months. We view ForteBank's liquidity
position as sound, reflecting the large amount of liquid assets on
its balance sheet. The bank traditionally maintains a comfortable
liquidity buffer. Its cash and securities forming 52.6% of its
total assets as of March 31, 2020. Its broad liquid assets cover
10.4x its short-term wholesale funding at the same date.

"Our assessment of ForteBank's stand-alone credit profile (SACP)
remains 'b'. We continue to consider the bank moderately
systemically important in the Kazakhstan banking sector. The
long-term rating on ForteBank is one notch above the SACP,
reflecting our assumption that the government supports the domestic
banking sector.

"The stable outlook reflects our expectation that in the next 12-18
months the bank's capital and liquidity buffers will allow it to
absorb the negative impact from the economic downturn related to
the COVID-19 pandemic and oil price decline.

"We could downgrade ForteBank if its asset quality materially
worsens versus the average level in the Kazakhstan banking system
through a significant increase in problem loans or a significant
reduction in the ratio of provisions to problem loans. We could
also take a negative rating action if we thought that the
government would no longer be willing to provide the bank with
timely extraordinary support at a time of stress."

An upgrade is unlikely over our 12-18 months outlook horizon
because it would likely require a meaningful improvement in
capitalization or improvements in asset quality and provisioning
coverage metrics.




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

HEMA BV: Reaches Debt-for-Equity Swap Deal with Shareholders
------------------------------------------------------------
DutchNews.nl reports that Hema has reached agreement with a group
of shareholders on a deal which the company says will give the high
street staple "adequate" financial flexibility to support its
future development.

According to DutchNews.nl, the deal involves the shareholders
swapping debt for all the company's shares, and therefore ousting
current owner Marcel Boekhoorn.  The company said this will cut the
company's outstanding debt from EUR750 million to EUR300 million,
reducing refinancing risk, and cutting interest payments from EUR50
million to circa EUR30 million per year, DutchNews.nl relates.

Hema was taken over by Boekhoorn in 2018 but has been loss making
since 2013 and was saddled with debt by several private equity
owners, most recently Lion Capital, DutchNews.nl recounts.  The
company, as cited by DutchNews.nl, said the financial situation
only worsened with the coronavirus crisis, with sales down 26% in
March and April, although they are now picking up.

"The existing level of indebtedness, instituted under previous
ownership in 2014, was not sustainable, constrained our ability to
execute our strategic plans and would have limited our growth in
the future," DutchNews.nl quotes chief executive Tjeerd Jegen as
saying in a statement.

"Although our business has been resilient in these past months, the
Covid-19 pandemic has exacerbated the stress on the group's
financial position, and accelerated the need to deal with our
capital structure issues."

HEMA is a Dutch variety store-chain.




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

HURTIGRUTEN GROUP: Moody's Cuts CFR to Caa1, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
Hurtigruten Group AS to Caa1 from B3 and its probability of default
rating to Caa1-PD from B3-PD. Concurrently, the rating agency
downgraded to Caa1 from B3 the ratings assigned to the company's
existing senior secured bank facilities, consisting of a EUR655
million Term Loan B and an EUR85 million revolving credit facility,
as well as the rating of the EUR300 million senior secured note due
2025 recently issued by Explorer II AS, an indirect subsidiary of
Hurtigruten Group AS, the owner of Norwegian cruise operator
Hurtigruten AS. The rating outlook on all ratings was changed to
stable from ratings under review. This action concludes the review
for downgrade initiated on March 20, 2020.

RATINGS RATIONALE

Its rating action reflects Moody's expectations of extremely high
leverage in 2020 and uncertain pace of recovery which suggests that
Hurtigruten's credit profile is unlikely to return to levels
commensurate with a B3 rating in the next 12-24 months, and if not
materially improved thereafter, may lead to an unsustainable
capital structure. The agency is also cognizant of the significant
uncertainty with respect to the speed of economic recovery and
potential for multiple "waves" of the virus leading to repeated
lockdowns. These factors are counterbalanced by Hurtigruten's
improved liquidity following the placement of EUR105 million of
senior secured term loan facility announced on June 11, 2020, as
well as limited current cash burn which the company estimates to be
EUR13 million/month. In addition, the company expects sailings to
resume gradually including a new ship beginning sailing on the
Norwegian coast mid-June 2020 and new Expedition sailings
anticipated in mid-July. These expectations are underpinned by the
announcements from a number of the European countries allowing more
cross-border travel.

Moody's anticipates Hurtigruten's leverage (debt/EBITDA) to remain
elevated in 2021 and 2022 while its coverage (EBITA/interest) is
expected to drop to below 1.0x. The agency further expects
Hurtigruten to generate negative free cash flow (after capex) in
the coming years.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
asset price declines are creating a severe and extensive credit
shock across many sectors, regions and markets. The combined credit
effects of these developments are unprecedented. The cruising
sector has been one of the sectors most significantly affected by
the shock given its sensitivity to consumer demand and sentiment.

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Its action reflects the impact on Hurtigruten of the
breadth and severity of the shock, and the broad deterioration in
credit quality it has triggered.

LIQUIDITY

Moody's expects Hurtigruten's liquidity to remain adequate in the
coming quarters, supported by the new EUR105 million term loan that
brought the company's available cash to approximately EUR200
million. The company fully drew down its EUR85 million RCF and
received covenant waivers through the end of 2021 from its lenders.
Based on its stated cash "burn" rate of EUR13 million/month,
Hurtigruten has a liquidity "runway" of approximately 15 months.

STRUCTURAL CONSIDERATIONS

Hurtigruten's capital structure primarily consists of a EUR655
million senior secured TLB maturing in 2025 and an EUR85 million
senior secured RCF due in 2024, as well as the new EUR105 million
term loan due 2023. Both the TLB and the RCF rank pari passu and
are rated Caa1, in line with the CFR. Both instruments are secured
by substantially all assets of the group, including ship mortgages
over 10 vessels. The new term loan also ranks pari passu with the
RCF and the TLB and benefits from the same security.

The EUR300 million bond recently issued by Explorer II AS, an
indirect subsidiary of Hurtigruten Group AS, will mature in 2025
and is rated Caa1. It is secured on the two newbuild vessels
received by Hurtigruten in 2019. Because this debt instrument is
secured by specific vessels, Moody's views it as ranking pari passu
with the RCF and TLB.

RATIONALE FOR RATING OUTLOOK

The stable rating outlook reflects Hurtigruten's manageable
liquidity in light of the company's reduced cash outflows.

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

Although considered unlikely in the near term, positive pressure on
the rating could occur once greater clarity with respect to
cruising demand is available and the expected leverage of the
company reduces sustainably to well below 10.0x debt/EBITDA.

Conversely, Moody's could downgrade the ratings if Hurtigruten's
liquidity profile is further weakened or if the company fails to
evidence recovery in bookings, leading to a potentially further
distressed capital structure.

PRINCIPAL METHODOLOGY

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

Headquartered in Tromso, Norway, Hurtigruten is a cruise ship
operator that offers cruises along the Norwegian coast, expedition
cruises including the Arctic and Antarctica, as well as land-based
Arctic experience tourism in Svalbard. In 2019, Hurtigruten
reported revenues of NOK5.99 billion and company-adjusted EBITDA of
NOK1.422 billion.




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

GENBANK JSC: Bank of Russia Okays Bankruptcy Measure Amendments
---------------------------------------------------------------
The Bank of Russia has approved amendments to the Plan for the
Participation of the State Corporation Deposit Insurance Agency in
the Implementation of Measures to Prevent the Bankruptcy of JSC
GENBANK (hereinafter, the Bank).

These amendments imply that the Bank will be reorganized by way of
merger with the current investor JSC Sobinbank.

Upon the completion of the Bank's reorganization, JSC BANK ROSSIYA
will act as the investor.


LENINGRAD OBLAST: S&P Affirms 'BB+' LongTerm ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issuer credit
rating on Leningrad Oblast. The outlook is stable.

Outlook

The stable outlook reflects S&P's view that, while budgetary
performance will weaken in 2020-2021, the region will preserve its
very low debt and robust liquidity position in the medium term.

Downside scenario

S&P could take a negative rating action if, because of a deeper and
longer economic contraction, the region's deficits turn out
significantly higher than we projected and the oblast depletes its
accumulated reserves faster than it expects.

Upside scenario

S&P could raise the rating if it sees higher predictability of
revenue and expenditure management, which would also enable the
oblast to demonstrate foreseeable liquidity and reserves
management.

Rationale

S&P said, "We expect that, similar to other Russian regions,
Leningrad Oblast's economy will follow the country's recessionary
trend in 2020, but pick up in 2021. At the same time, we expect
that a loss in revenue and higher expenditure due to the outbreak
of COVID-19 will be financed by the region's high cash reserves and
supported by management's prudent, conservative approach to
financial planning.

"We project the oblast's financials will weaken in 2020-2021, but
the rating will remain underpinned by very low--and
decreasing--debt and solid liquidity. We believe the economic
conditions are reducing regions' headroom to withstand potential
pressures, and our assessment remains constrained by Russia's
volatile and unbalanced institutional framework, which limits the
predictability of financial planning at the regional level."

The national recession will put pressure on the local economy

S&P said, "We believe that Russia's low wealth levels (with a
national GDP per capita at US$11,500 in 2019) and limited growth
prospects compared with peers put pressure on the oblast's economy.
Leningrad Oblast enjoys a favorable location, surrounding the City
of St. Petersburg and on transit routes to the EU. The oblast's
economy benefits from a continuing inflow of investment into
transport and energy infrastructure, as well as into the
manufacturing sector. Apart from large commodity-producing regions,
Leningrad Oblast's taxpayer base is relatively diversified and
includes companies from the oil and gas, nuclear, energy,
manufacturing, tobacco, and food industries. Moreover, despite the
overall decline nationally, the oblast continues to benefit from a
growing population due to the convenient location. Nevertheless, we
believe that the region's economy will not be able to withstand the
national economic contraction this year and project that its gross
regional product will mirror national recessionary trends in 2020
before bouncing back in 2021-2022. We have revised downward our
base-case GDP growth forecast for Russia for 2020, and now expect
the economy to contract 4.8%, reflecting weakness in external
demand and shrinking investment. This follows our downward revision
of our Brent oil price assumptions and our projection of global GDP
decline in 2020."

Like other Russian local and regional governments (LRGs), Leningrad
Oblast operates in a volatile and unpredictable institutional
setting with frequent changes to tax mechanisms affecting regions.
The oblast's budgetary performance is greatly affected by the
federal government's decisions regarding key revenue sources and
expenditure responsibilities, which constrain the predictability of
its financial policy.

In response to weakening regional finances, the federal government
introduced supportive measures, including additional (although not
significant) grants, removal of legal limits on budget deficits and
debt burdens, deferral of budget loan payments, and extension of
the short-term treasury facility. S&P believes that these forms of
support might benefit weaker regions, but Leningrad Oblast will
rely mostly on its own means in the current tight macroeconomic
environment.

S&P said, "We believe that the oblast benefits from an experienced
financial team, which keeps deficits under control in times of
difficult economic conditions. At the same time, we understand that
management remains committed to national projects and will likely
maintain the pace of implementing these. We note the prudent
approach, illustrated by previous crisis experience, and believe
the financial team will keep budgetary performance under control in
case of lower-than-projected revenue. At the same time, similar to
most Russian LRGs, Leningrad Oblast lacks reliable long-term
financial planning due to the centralized nature of the
institutional setting."

Tighter balances, but still very low debt, thanks to significant
cash cushion

S&P said, "We expect that Leningrad Oblast's margins will weaken in
2020-2022 after the strong results of 2018-2019, and the region
will return to posting modest deficits after capital accounts. This
will follow the weaker economic conditions expected for 2020,
influencing the performance of the region's largest taxpayers and
reducing receipts from main sources, such as corporate profit and
personal income tax. At the same time, we believe that the oblast
will continue to receive federal transfers, which contribute about
10% of revenue; the central government will transfer grants for
national projects and about Russian ruble (RUB) 2 billion extra for
medical purposes this year. Aiming to curb the COVID-19 pandemic,
Leningrad Oblast has already reallocated some expenditure items for
medical purposes from planned public and sporting events. However,
we believe that additional coronavirus expenses will not exceed 3%
of total spending in 2020. Nevertheless, expenditure is projected
to stay elevated due to the implementation of pro-growth national
projects, focused on health care, education, and infrastructure,
before the gubernatorial elections scheduled for the third quarter
and Russian constitutional referendum in July. Despite high
spending needs, we assume that, in the next three years, overall
budgetary deficits will stay at about 5% of total revenue on
average thanks to management's cautious approach to budgeting.
Also, Leningrad Oblast has some flexibility on the spending side
owing to the large self-financing part of its capital program,
which we think it could reduce by 10%-15% if necessary, although
this is not a part of our base-case scenario.

"We believe the region will rely on cash to finance its projected
deficits and refrain from commercial borrowing in the medium term.
The region's direct debt is minor, at RUB2.7 billion. It mainly
consists of restructured budget loans (98%), with a tiny share of
bonds (2%) maturing in 2021. Apart from direct debt, we include in
our total debt calculation the guaranteed liabilities of the
oblast's owned companies and the debt of government-related
entities, which might require support from the region. The expected
new guarantee (RUB300 million) that the oblast will provide in 2020
to its housing corporation won't lead to a material debt increase.
We believe that the oblast will maintain very low debt, at less
than 5% of consolidated operating revenue, through year-end 2022.

"In our view, modest deficits and a solid cash cushion (about RUB48
billion as of the beginning of May) will allow Leningrad Oblast to
comfortably cover its annual debt service needs over the next 12
months, despite the projected partial depletion of reserves. The
region enjoys a smooth repayment schedule, with evenly spread minor
maturities. We believe that accumulated cash buffers will enable
the oblast to withstand macroeconomic pressures. Despite the lack
of recent market borrowings, we believe that, if own reserves are
depleted, Leningrad Oblast has access to federal treasury liquidity
support in the form of short-term loans of up to 180 days, and can
attract up to one-twelfth of its revenue."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  Ratings Affirmed

  Leningrad Oblast
   Issuer Credit Rating     BB+/Stable/--


OBLAST OF MOSCOW: Moody's Alters Outlook on Ba1 Ratings to Stable
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term issuer
ratings of the Moscow, Oblast of and changed the outlook to stable
from positive on these ratings.

RATINGS RATIONALE

RATIONALE FOR OUTLOOK CHANGE

The change in the outlook to stable from positive on Oblast of
Moscow's issuer ratings reflects Moody's expectation that the
improvement in the Oblast's financial position will not materialize
as quickly as previously anticipated due to the impact of the
coronavirus outbreak.

The current economic shock caused by the coronavirus pandemic will
lead to lower revenues and weaker operating performance, as well as
higher deficits and debt metrics in 2020. As a result, previously
anticipated improvements in fiscal metrics will be slower to
materialize and the Oblast's debt burden will continue to grow over
the next year.

The lockdown measures implemented as a result of the pandemic have
significantly affected the tertiary sector of the region, which
accounts for around 70% of the economy. In addition, lower oil
prices are also affecting the Russian economy and suppressing
overall domestic demand. The lower activity will diminish major tax
proceeds such as corporate income tax, personal income tax and
property tax.

As a result, Moody's expects that in 2020, the gross operating
balance as a percent of operating revenues will reduce to below 5%
from 10% in 2019. Expenses for social needs and infrastructure,
including those related to measures to address the outbreak, will
lead to a higher deficit in relation to total revenues compared to
the already substantial 12% deficit recorded in 2019.

The region increased its debt burden in 2019 with net direct and
indirect debt to operating revenues rising to 32% from 26% in 2018
as the region financed its significant infrastructure needs. In
2020, as a result of the projected high deficit, the debt burden
will increase further.

The rapid and widening spread of the coronavirus outbreak,
deteriorating global economic outlook, falling oil prices, and
financial market declines are creating a severe and extensive
credit shock across many sectors, regions and markets. The combined
credit effects of these developments are unprecedented. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety. For Oblast of Moscow, the shock materializes as a marked
reduction in economic activity and revenue.

RATIONALE FOR RATINGS AFFIRMATION

The affirmation of the Oblast of Moscow's Ba1 issuer ratings
balance the region's dynamic local economy translating into strong
revenues, adequate long-term operating performance and its moderate
debt burden against the need to accommodate the rapidly growing
population and improve living standards, which will lead to fiscal
deficits. The issuer ratings incorporate a moderate probability
that Russia, Government of (Baa3 stable) will provide support if
the region were to face liquidity stress.

Oblast of Moscow is one of a few large economic hubs in Russia and
its economy usually outpaces the national average growth figures
due to stronger than average dynamics of investments and population
inflows from other less developed regions. As a result, Moody's
expects the economy will be able to recover more quickly from the
effects of the pandemic.

Despite the higher deficits projected in 2020, Moody's expects that
the economic recovery in 2021 will lead to stronger revenues
assisting the region to restore its operating performance. As a
result, Moody's expects GOB as a percent of operating revenues will
grow to over 7% in 2021. High infrastructure needs have been
exerting upward pressure on the region's debt burden, but Moody's
expects the debt burden to eventually stabilise at moderate levels
with NDID to operating revenues below 45% in 2021. Short-term
refinancing risks are low, given the region's strong cashflows,
good market access and prudent liquidity management.

ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS

In Moody's view, environmental risks in the form of water and soil
pollution exert increasing pressure on the Oblast of Moscow's
credit profile. Because of limited land space, the City of Moscow
historically relied on open dumps and garbage treatment facilities
situated in the Oblast of Moscow to store and treat solid waste.
Historically, the region absorbed around 20% of Russia's solid
communal waste, and a backlog in the garbage treatment
infrastructure poses environmental and healthcare risks. The need
to enhance this infrastructure will continue to pressure spending
in the region.

Social risks are material to the Oblast of Moscow's credit profile.
The inflow of population from other parts of Russia and the
region's proximity to Russia's main economic centre drive high
infrastructure, social and healthcare spending. In addition,
environmental challenges give rise to additional social tensions.
Moody's also views the coronavirus outbreak as a social risk under
it ESG framework, given its expected impact on economic growth, the
associated relief measures and consequently the impacts on Oblast
of Moscow's revenues and expenditures.

Governance and management are highly relevant for the Oblast of
Moscow. While former governments were prone to corruption scandals,
the current regional authorities follow prudent economic and
financial policies, balancing high infrastructure spending needs
with healthy revenue growth and contained borrowings. The proactive
regional governance contributes to the local economic development,
and the Oblast of Moscow continues to be an economic hub and one of
the most appealing regions for local and foreign investors.

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

WHAT COULD CHANGE THE RATING - UP

A sustained decline in the debt burden with low refinancing risks,
together with a sustained improvement in the GOB, could put upward
pressure on the ratings. Additionally, an upgrade of the sovereign
rating would put upward pressure on the ratings.

WHAT COULD CHANGE THE RATING - DOWN

A sustained deterioration in the region's budgetary performance and
increased debt burden well above Moody's expectations could put
downward pressure on the Oblast of Moscow's ratings.

RATINGS AFFECTED

Affirmations:

Issuer: Moscow, Oblast of

LT Issuer Rating, affirmed Ba1

Outlook Actions:

Issuer: Moscow, Oblast of

Outlook, Changed to Stable from Positive

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

GDP per capita (PPP basis, US$): 29,642 (2019 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 1.3% (2019 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 3.8% (2019 Actual)

Gen. Gov. Financial Balance/GDP: 1.9% (2019 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: 3.8% (2019 Actual) (also known as
External Balance)

External debt/GDP: 28.9% (2019 Actual)

Economic resiliency: ba1

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

SUMMARY OF MINUTES FROM RATING COMMITTEE

On June 16, 2020, a rating committee was called to discuss the
rating of the Moscow, Oblast of. The main points raised during the
discussion were: the issuer's economic fundamentals, including its
economic strength, have not materially changed. The issuer's fiscal
or financial strength, including its debt profile, has not
materially changed.

The principal methodology used in these ratings was Regional and
Local Governments published in January 2018.

The weighting of all rating factors is described in the methodology
used in this credit rating action, if applicable.




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

CAIXABANK CONSUMO 5: Moody's Gives (P)B1 Rating on Series B Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to Notes to be issued by CAIXABANK CONSUMO 5, FONDO DE
TITULIZACION:

EUR[ ] million Series A Fixed Rate Asset Backed Notes due October
2054, Assigned (P)Aa3 (sf)

EUR[ ] million Series B Fixed Rate Asset Backed Notes due October
2054, Assigned (P)B1 (sf)

RATINGS RATIONALE

The transaction is a static cash securitisation of unsecured
consumer loans extended to obligors in Spain by CaixaBank, S.A.,
(Baa1 Senior Unsecured/P-2, A3(cr)/P-2(cr), A3 LT bank deposits).
The loans are used for several purposes, such as general consumer
purposes, interior decoration and property improvement and
auto-related loans such as acquisition and maintenance. CaixaBank,
S.A. also acts as asset servicer, collection account bank,
calculation agent and paying agent of the transaction.

The provisional portfolio of underlying assets consists of
unsecured consumer loans originated in Spain, with fixed rates and
a total outstanding balance of approximately EUR3.715 million. The
final portfolio will be selected at random from the provisional
portfolio to match the final Note issuance amount.

As at May 25, 2020, the provisional pool cut had 650,694 loans with
a weighted average seasoning of 12.6 months. Loans are used for the
purpose of interior decoration and property improvement (28.6%),
car acquisition or repair (18.9%), and other undefined or general
purposes. The transaction benefits from credit strengths such as
the extensive historical data provided, high excess spread, no
interest rate risk and the financial strength and securitisation
experience of the originator.

Its analysis has considered the increased uncertainty relating to
the effect of the coronavirus outbreak on the Spanish economy as
well as the effects that the announced government measures put in
place to contain the virus, will have on the performance of
consumer assets. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety. It is a global health
shock, which makes it extremely difficult to provide an economic
assessment. The degree of uncertainty around its forecasts is
unusually high.

Moreover, Moody's notes that the transaction features some credit
weaknesses such as (i) around 46.7% of the portfolio is composed of
pre-approved loans where the borrower was offered an unsecured
consumer, initially not requested by the borrower and available to
the borrower any time later on, (ii) the portfolio has 2.07% of
bullet loans, (iii) the pool is concentrated in the region of
Cataluña 31.53% (iv) there is a high degree of linkage to
CaixaBank, S.A. in the transaction and (v) 0.28% of the loans in
the provisional pool are up to 30 days delinquent and 0.32% are
more than 30 days delinquent.

Moody's analysis focused, amongst other factors, on (i) an
evaluation of the underlying portfolio of consumer loans and the
eligibility criteria; (ii) historical performance provided on
CaixaBank, S.A.'s. total book and past consumer loan ABS
transactions; (iii) the credit enhancement provided by
subordination, excess spread and the reserve fund; (iv) the static
structure of the transaction; (v) the liquidity support available
in the transaction by way of principal to pay interest; and (vi)
the overall legal and structural integrity of the transaction.

MAIN MODEL ASSUMPTIONS

Moody's determined a portfolio lifetime expected mean default rate
of 6.75%, expected recoveries of 15.0% and a portfolio credit
enhancement of 19.0% for the current portfolio of the issuer. The
expected defaults and recoveries capture its expectations of
performance considering the current economic outlook, while the PCE
captures the loss Moody's expects the portfolio to suffer in the
event of a severe recession scenario. Expected defaults and PCE are
parameters used by Moody's to calibrate its lognormal portfolio
loss distribution curve and to associate a probability with each
potential future loss scenario in its ABSROM cash flow model to
rate consumer ABS transactions.

The portfolio expected mean default rate of 6.75% is in line with
that of Spanish consumer loans and is based on its assessment of
the lifetime expectation for the pool, taking into account (1) the
historical performance of the loan book of the originator, (2) the
benchmark loan transactions, and (3) other qualitative
considerations.

Moody's stressed the results from the historical data analysis to
account for (1) the rising trend of defaults on preapproved loans,
(2) the differences between the historical data provided and the
transaction default definition, (3) the expected outlook for the
Spanish economy in the medium term, and (4) the volatile European
economic environment.

Portfolio expected recoveries of 15% are in line with Spanish
consumer loans and are based on (1) the historical recovery
vintages received for this transaction, (2) the benchmarks from
other Spanish consumer loans, and (3) other qualitative and
pool-derived aspects.

The PCE of 19.0% is in line with the Spanish consumer loans
average. The PCE has been defined following an analysis of data
variability, as well as by benchmarking this portfolio with past
and similar transactions. Factors that affect the potential
variability of a pool's credit losses are (1) historical data
variability; (2) quantity, quality and relevance of the historical
performance data; (3) originator quality; (4) servicer quality; (5)
certain pool characteristics, such as asset concentration and loan
characteristics; and (6) certain structural features.

METHODOLOGY

The principal methodology used in these ratings was " Moody's
Approach to Rating Consumer Loan-Backed ABS " published in March
2019.

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

Factors or circumstances that could lead to an upgrade of the
ratings of the Notes would be (1) better than expected performance
of the underlying collateral; (2) significant improvement in the
credit quality of CaixaBank, S.A.; or (3) a lowering of Spain's
sovereign risk leading to the removal of the local currency ceiling
cap.

Factors or circumstances that could lead to a downgrade of the
ratings would be (1) worse than expected performance of the
underlying collateral; (2) deterioration in the credit quality of
CaixaBank, S.A.; or (3) an increase in Spain's sovereign risk.




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

DUFRY AG: Moody's Cuts CFR to B1 & PDR to B1-PD, Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service has downgraded Dufry AG's Corporate
Family Rating to B1 from Ba3 and its Probability of Default Rating
to B1-PD from Ba3-PD. Concurrently, Moody's has downgraded the
backed senior unsecured ratings of Dufry One B.V. to B1 from Ba3.
The outlook has been changed to negative from ratings under
review.

The rating action concludes the review for downgrade initiated on
March 25, 2020.

RATINGS RATIONALE

Moody's expects the coronavirus to continue to severely constrain
air travel in the months and years ahead. The rating agency
anticipates flight activity -- and therefore Dufry's revenues --
will gradually increase in the second half of 2020, starting first
with domestic routes ahead of a slower return for international
long-haul flights and to recover further in 2021. The timing and
profile of a recovery beyond 2021 remains highly uncertain but
ultimately Moody's believes air passenger volumes will remain below
2019 levels until 2023 at the earliest.

Moody's base case is that global passenger numbers will be 65% down
on 2019 levels in 2020 and still 35% lower than 2019 in 2021.
Dufry's global footprint means that the rating agency expects its
overall revenues to be closely correlated with global passenger
numbers, as in the past. Moody's believes the slower return to long
haul international travel will be negative for the company as these
passengers traditionally spend well in duty free, although longer
dwell times for short haul travelers should at least partially
offset this.

In its base case analysis Moody's anticipates Dufry will: continue
to receive support from key suppliers to help drive sales
conversion; actively manage working capital and capital spending;
use a number of government support schemes in respect of furloughed
staff; and, importantly, will be able to agree amendments and/or
waivers of Minimum Annual Guarantees in the concession agreements
it has with airports for such period as passenger footfall numbers
remain materially lower than normal.

Moody's expects that credit metrics will deteriorate materially
this year, with Moody's-adjusted EBITDA falling around 75% to about
CHF 550 million, before the company's profitability and credit
metrics gradually improve over the course of 2021 and 2022. Under
the rating agency's base case the company's Moody's-adjusted
leverage, measured as debt to EBITDA, is expected to reach more
than 15x in 2020 before improving to less than 7x in 2021, and
ultimately to around 5x in 2022, by which stage Moody's-adjusted
EBITDA would approach CHF 2 billion.

However, the high levels of uncertainty of the trajectory of the
pandemic means there are a wide range of possible outcomes in
respect of the pace of recovery. As such, in addition to its base
case Moody's credit assessment also considers deeper downside
scenarios incorporating the risks of a slower recovery towards
pre-crisis conditions.

Furthermore, even in its base case Moody's expects Dufry's free
cash flow to be negative to the tune of CHF1.1 billion in 2020, and
for material cash burn to continue through the first half of 2021.
Moody's recognises the negative cash flow this year will be largely
covered by the CHF 0.9 billion the company successfully raised in
late April via a combination of fresh equity, a convertible bond,
and new committed bank facilities. Nevertheless, Moody's thinks the
company may need to return to the capital markets to boost
liquidity again within the next six months. In that time frame the
March 2022 maturities of the term loans will also become pertinent,
and Moody's would expect the company to look to address this
refinancing need in a timely manner.

STRUCTURAL CONSIDERATIONS

Dufry's capital structure consists of a mixture of bonds and bank
debt. All of the facilities are unsecured, with guarantees from the
material holding companies within the group.

Pre coronavirus the bank debt comprised term loans of EUR500
million and USD 700 million, each with March 2022 maturities, a
EUR1.3 billion revolving credit facility with a March 2024
maturity, and uncommitted facilities totaling CHF 490 million as of
December 2019. Dufry One B.V. is the issuer of the EUR800 million
and EUR750 million bonds due October 2024 and February 2027
respectively.

In April 2020 Dufry International AG raised approximately CHF 400
million additional bank debt, split between loan and revolving
credit tranches, which have an initial one-year term, with two
six-month extension options. In addition, CHF 350 million
convertible notes were issued by Dufry One BV, with a May 2023
maturity.

LIQUIDITY

The infusion of fresh equity and credit facilities in April and the
financial covenants holiday agreed by lenders under the syndicated
facilities until September 2021 means that Moody's considers
Dufry's liquidity will be adequate in the months ahead. However,
the rating agency believes that liquidity would become weak by the
middle of 2021 in the absence of a return to the debt or equity
markets.

In the meantime, Moody's notes that during the time the financial
covenants are waived the lenders require Dufry to maintain minimum
liquidity of CHF 300 million, and the rating agency considers that
as the months pass the company will increasingly need careful
management of working capital to adhere to this test.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook factors in the risk that the company's
performance or liquidity may be weaker than Moody's current
expectations, driven by slower than anticipated return towards pre
crisis air travel volumes.

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

The ratings are unlikely to be upgraded in the short term. In due
course, the outlook could be stabilised in the event that there is
clear evidence of an improving trend in the company's profitability
and cash generation driven by a sustained improvement in air
passenger volumes towards historic levels.

Conversely, Moody's could downgrade Dufry if the company's
liquidity is adversely affected by deeper and longer weakness in
airport passenger volumes not matched by it obtaining additional
funding from the capital markets.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety, and as detailed above the impact of the crisis on the
company's credit quality has been the key driver of the downgrade.
The rating agency considers Dufry's governance practices have been
and remain appropriate and typical of a publicly listed company.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was published in
Retail Industry published in May 2018.

COMPANY PROFILE

Headquartered in Basel, Switzerland, Dufry is the leading global
travel retailer, covering 65 countries across over 400 locations,
operating over 2,400 shops in airports (90% of sales), as well
cruise liners, seaports, railway stations and downtown tourist
areas. The company reported sales of CHF 8.8 billion in 2019 when
its Moody's-adjusted EBITDA was CHF 2.2 billion.

The company is listed on the SIX Swiss Exchange with a free float
of approximately 60% and a market capitalisation of around CHF1.8
billion currently, compared to around CHF5 billion this time last
year and in the period immediately before the escalation of the
Coronavirus crisis.




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

ING BANK: Moody's Withdraws B3 Deposit Rating
---------------------------------------------
Moody's Investors Service has withdrawn the ratings of ING Bank
A.S. (Turkey), including the bank's long-term foreign currency
deposits rating of B3 and the Counterparty Risk Ratings of Ba3.
Prior to withdrawal, the long-term deposit ratings had a negative
outlook.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

LIST OF AFFECTED RATINGS

Issuer: ING Bank A.S. (Turkey)

Withdrawals:

Long-term Counterparty Risk Ratings (Foreign and Local Currency),
previously rated Ba3

NSR Long-term Counterparty Risk Rating (Local Currency), previously
rated Aaa.tr

Short-term Counterparty Risk Ratings (Foreign and Local Currency),
previously rated NP

NSR Short-term Counterparty Risk Rating (Local Currency),
previously rated TR-1

Long-term Bank Deposits (Foreign Currency), previously rated B3,
outlook changed to Rating Withdrawn from Negative

Long-term Bank Deposits (Local Currency), previously rated B1,
outlook changed to Rating Withdrawn fro Negative

NSR Long-term Bank Deposits (Local Currency), previously rated
Aa1.tr

Short-term Bank Deposits (Foreign and Local Currency), previously
rated NP

NSR Short-term Bank Deposits (Local Currency), previously rated
TR-1

Long-term Counterparty Risk Assessment, previously rated Ba3(cr)

Short-term Counterparty Risk Assessment, previously rated NP(cr)

Baseline Credit Assessment, previously rated caa1

Adjusted Baseline Credit Assessment, previously rated b1

Outlook Action:

Outlook changed to Rating Withdrawn from Negative


MILLI REASURANS: A.M. Best Lowers Fin. Strength Rating to B(Fair)
-----------------------------------------------------------------
AM Best has downgraded the Financial Strength Rating (FSR) to B
(Fair) from B+ (Good) and the Long-Term Issuer Credit Rating
(Long-Term ICR) to "bb+" from "bbb-" of Milli Reasurans Turk Anonim
Sirketi (Milli Re) (Turkey). The outlook of these Credit Ratings
(ratings) has been revised to stable from negative.

The ratings reflect Milli Re's consolidated balance sheet strength,
which AM Best categorizes as strong, as well as its adequate
operating performance, neutral business profile, and appropriate
enterprise risk management.

The rating downgrades reflect the deterioration in recent years of
Milli Re's balance sheet strength assessment, taking into
consideration the increased levels of political and financial
system risk in Turkey.

At year-end 2019, Milli Re's consolidated risk-adjusted
capitalization was at a very strong level, as measured by Best's
Capital Adequacy Ratio (BCAR). Capital requirements relate largely
to underwriting risk, driven by the business written by Milli Re's
subsidiary, Anadolu Anonim Turk Sigorta Sirketi (Anadolu). The
balance sheet strength assessment benefits from Milli Re's
conservative investment portfolio by asset class, although
investment quality is constrained by exposure to high levels of
financial system risk in Turkey. The consolidated balance sheet is
also subject to potential volatility from Milli Re and Anadolu's
domestic catastrophe exposure.

Milli Re has a track record of strong investment earnings, which
have underpinned a five-year weighted average return on equity of
16% (2015-2019) and reflect in part high inflation in Turkey.
Underwriting results have been poor over the same period,
demonstrated by a five-year weighted average combined ratio of
108%. AM Best expects Milli Re's prospective operating performance
to remain adequate, despite pressure on overall earnings stemming
from falling interest rates in Turkey.

Milli Re has a strong market position in Turkey as the only locally
domiciled, privately owned reinsurer. In addition, the company's
profile benefits from its ownership of Anadolu, which is a market
leader in the country's direct insurance market.




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

UKREXIMBANK: Fitch Cuts VR to 'ccc+' on Sizeable Market Losses
--------------------------------------------------------------
Fitch Ratings has downgraded State Export-Import Bank of Ukraine's
(Ukreximbank) Viability Rating to 'ccc+' from 'b-'. The bank's
support-driven 'B' Long-Term Issuer Default Ratings and senior
unsecured debt rating are unaffected by this rating action.

KEY RATING DRIVERS

VR

The downgrade of VR reflects the sharp weakening of capitalisation
at Ukreximbank in 1Q20, as its Fitch Core Capital ratio dropped to
6% at end-1Q20 from 13% at end-2019. This was driven by a large
loss arising from the bank's sizeable market risk exposures and
unfavourable market movements. Profitability and capitalisation
recovered in April and May, with local accounts suggesting that
about half of the 1Q loss has been recovered. However, capital
remains tight against a background of likely asset- quality
deterioration, and Ukreximbank will remain significantly exposed to
market risk in the medium term.

Ukreximbank reported a net comprehensive loss of UAH4.4 billion in
its 1Q20 IFRS accounts (equal to 50% of end-2019 FCC). The majority
of this loss resulted from stress in the sovereign bond market,
which saw a spike in yields during the quarter. This loss was also
a result of its short open-currency position and depreciation of
the hryvnia by 16% in 1Q20.

At end-2019, Ukreximbank's USD-denominated liabilities exceeded
USD-denominated assets by about USD1.1 billion, or 3x the bank's
IFRS equity. This gap was largely offset by a portfolio of
USD-indexed (UAH-denominated) government securities, also of about
USD1.1 billion. However, these securities did not fully close the
bank's currency position because only the principal of the
securities, and not the coupon payments, are USD-linked. By
end-4M20 the bank decreased its mismatch between USD-denominated
assets and liabilities to USD0.9 billion, which reduces the bank's
exposure to exchange-rate movements.

Ukreximbank's core profitability metrics remain weak. In 2019, the
bank's pre-impairment profit net of trading and revaluation results
was close to zero, and in 1Q20 this was negative. Fitch expects
core earnings to remain weak this year due to higher loan
impairment charges and weak growth prospects.

The regulatory common equity adequacy ratio of 7.6% at end-1Q20 was
close to the minimum required level of 7%, although the total
capital ratio of 13.3% offered somewhat greater headroom over the
minimum level of 10%. The bond market recovered in April and May,
and Ukreximbank's equity increased UAH2.3 billion (equal to 3% of
end-1Q20 regulatory risk-weighted assets), resulting in regulatory
core tier 1 and total capital ratios of 9.5% and 15.4%,
respectively, at end-May.

Fitch forecasts that the hryvnia will depreciate by a total of 25%
in 2020, and therefore Ukreximbank's profitability and
capitalisation could weaken further, given Fitch's view on the
bank's current balance-sheet structure and its still sizeable
mismatch between foreign-currency assets and liabilities. Fitch
understands from management that equity support from the state is
possible, but the form and timing of any new equity injections are
unclear at present.

Ukreximbank's asset quality has been broadly stable to date with
the share of impaired loans equal to a high 64% of gross loans at
end-1Q20, covered by loan loss allowances by 81%. The unreserved
portion of impaired loans spiked to 3.2x FCC at end-1Q20 from 1.3x
at end-2019 due to a material reduction in the bank's equity. Fitch
expects Ukreximbank's asset-quality metrics to weaken in 2020 due
to the economic downturn, weaker client activity, lower household
incomes (as a result of higher unemployment and lower remittances)
and exchange-rate pressures caused by the coronavirus pandemic and
market instability.

Customer accounts (60% of liabilities at end-1Q20) have been
broadly stable at Ukreximbank, with no major outflows in
January-April 2020. Repayments of wholesale debt are manageable,
with USD315 million left to repay by end-2020. Highly liquid assets
(cash and short-term interbank placements) accounted for a
reasonable 28% of assets at end-1Q20.

Subordinated Debt

The subordinated debt rating of loan participation notes issued by
Biz Finance PLC has been downgraded to 'CCC-' from 'CCC' following
the downgrade of Ukreximbank's VR. The two-notch difference between
the subordinated debt rating and the bank's VR reflects moderate
incremental non-performance risks and likely below-average
recoveries in case of default as a result of subordination to
senior unsecured obligations. The Recovery Rating is 'RR5',
reflecting below-average recovery prospects given default.

IDRs, Senior Debt, Support Rating, National Rating

These ratings are driven by Fitch's view of the authorities' high
propensity to provide support to the bank in case of need. This
view and these ratings have not been affected by the weakening in
the bank's standalone credit profile.

RATING SENSITIVITIES

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

The VR and subordinated debt rating could be upgraded if
Ukreximbank's capitalisation recovers and if Fitch sees evidence of
reduced market risk exposure at the bank, along with stable or
improving asset-quality metrics.

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

The VR and subordinated debt rating could be downgraded further in
case of renewed erosion of Ukreximbank's capitalisation as a result
of market-driven losses or due to a material increase in loan
impairment charges driven by the economic fallout from the
pandemic.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions
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.

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

Ukreximbank has an ESG Relevance Score of '4' for Governance
Structure due to its significant linkages with the state
authorities based on ownership, large holdings of sovereign bonds
and lending to public-sector entities.

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




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

BERTRAM TRADING: Enters Administration, Assets Put Up for Sale
--------------------------------------------------------------
Ruth Comerford at The Bookseller reports that Bertrams is confirmed
to have gone into administration as of June 19 and will be making
company-wide redundancies.

According to The Bookseller, administrator Turpin Barker Armstrong
said in a statement: "We can confirm that Bertram Trading Limited,
the global book wholesaler, has entered administration along with
Education Umbrella Limited, a supplier of textbooks and digital
education resources and Dawson Books Limited, an academic and
professional library supplier.  Book wholesalers have suffered from
falling demand in recent years due to changes in the distribution
model for literature and the rising popularity of e-books.  These
factors, combined with the Covid-19-related closure of many public
libraries and educational facilities, meant these businesses could
no longer operate viably.

"Sales have been agreed in principle with two unconnected parties
for the tangible assets and unencumbered stock of Bertram Trading
Limited and for the intangible assets of Education Umbrella Limited
and it is hoped that these will be completed shortly.

"Unfortunately, the majority of employees have been made redundant
with immediate effect with a small number retained to manage the
winding down of operations. We are liaising with all employees
impacted regarding their statutory rights and to direct them to
support from the relevant government agencies."

Bertrams' other assets and facilities, including the Norwich-based
warehouse, "extensive inventory of packaging and sorting machinery,
power plant, compressors, racking systems, motorized conveyors,
material handling equipment, office furniture and IT equipment" are
to be sold in an online auction between July 1 to July 6, The
Bookseller discloses.

The auction also features an "extensive inventory of retail
literature", detailed as "38,763 various titles in a total quantity
of 292,576 books", The Bookseller notes.


CAIXABANK LEASINGS 3: DBRS Reviews B(high) Rating on B Notes
------------------------------------------------------------
DBRS Ratings GmbH took the following rating actions on the notes
issued by Caixabank Leasings 3, FT (the Issuer):

-- Series A Notes confirmed at AA (sf)
-- Series B Notes' B (high) (sf) rating placed Under Review with
Negative Implications

The rating on the Series A Notes addresses the timely payment of
interest and the ultimate payment of principal on or before the
legal final maturity date in December 2039. The rating on the
Series B Notes addresses the ultimate payment of interest and
principal on or before the legal final maturity date in December
2039.

The rating actions follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses as of the March 2020 payment date;

-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables;

-- Current available credit enhancement to the notes to cover the
expected losses at their respective rating levels;

-- Current economic environment and sustainable performance
assessment, as a result of the Coronavirus Disease (COVID-19)
outbreak.

The Issuer is a securitization of Spanish lease contracts granted
by CaixaBank, S.A. (CaixaBank) to enterprises and self-employed
individuals based in Spain. CaixaBank also acts as the servicer of
the portfolio. At closing, the EUR 1,830.0 million portfolio
consisted of equipment leases (38.9%), vehicle leases (36.5%), and
real estate leases (24.6%). The transaction closed in June 2019,
with no revolving period.

PORTFOLIO PERFORMANCE

As of May 2020, loans that were 0 to 30 days, 30 to 60 days, and 60
to 90 days delinquent represented 1.0%, 0.2%, and 0.1% of the
outstanding collateral balance, respectively, while loans more than
90 days delinquent amounted to 0.6%. Gross cumulative defaults are
low at 0.1% of the original portfolio balance, as less than a year
has passed since closing, with receivables classified as defaulted
after 12 months of arrears per the transaction documentation.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar conducted a loan-by-loan analysis of the remaining
pool of receivables and has updated its base case PD and LGD
assumptions to 6.8% and 54.1%, respectively.

Considering the framework, the Under Review with Negative
Implications status on the Series B Notes is driven by the exposure
towards SME borrowers, as well as DBRS Morningstar's consideration
that unemployment levels contemplated in the moderate scenario of
the updated DBRS Morningstar commentary published on June 1, 2020
(https://www.dbrsmorningstar.com/research/361868/dbrs-morningstar-global-macroeconomic-scenarios-june-update)
could result in higher delinquencies, ultimately higher defaults
and lower recoveries. The rating on the Series B Notes could be
negatively affected by higher expected defaults and/or lower
recovery assumptions.

DBRS Morningstar typically endeavors to resolve the status of
ratings Under Review with Negative Implications as soon as
appropriate and within a 90-day timeframe. If heightened market
uncertainty and volatility persists, DBRS Morningstar may extend
the Under Review status for a longer period of time.

CREDIT ENHANCEMENT

The subordination of the Series B Notes and the cash reserve
provide credit enhancement to the Series A Notes, while only the
cash reserve provides credit enhancement to the Series B Notes, and
only once the Series A Notes have been repaid in full. As of the
March 2020 payment date, credit enhancement to the Series A Notes
increased to 24.0% from 18.9% at the initial rating date; credit
enhancement to the Series B Notes increased to 6.2% from 4.9%.

The transaction benefits from an amortizing cash reserve available
to cover senior expenses and all payments due on the senior-most
class of notes outstanding at the time. The reserve was funded to
EUR 89.7 million at closing through a subordinated loan granted by
CaixaBank, and starting from the June 2020 payment date, will be
amortizing to its target level of 4.9% of the outstanding principal
balance of the notes.

CaixaBank acts as the account bank for the transaction. Based on
the account bank reference rating of CaixaBank at A (high), which
is one notch below the DBRS Morningstar public Long-Term Critical
Obligations Rating (COR) of AA (low), the downgrade provisions
outlined in the transaction documents, and other mitigating factors
inherent in the transaction structure, DBRS Morningstar considers
the risk arising from the exposure to the account bank to be
consistent with the ratings assigned to the notes, as described in
DBRS Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology.

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that delinquencies may
arise in the coming months for many ABS transactions, some
meaningfully. The ratings are based on additional analysis and
adjustments to expected performance as a result of the global
efforts to contain the spread of the coronavirus.

Notes: All figures are in Euros unless otherwise noted.


KANTAR GLOBAL: S&P Alters Outlook to Negative & Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable and
affirmed its 'B' long-term issuer credit and issue ratings on
U.K.-based data, market research, and analytics group Kantar Global
Holdings S.a.r.l. (Kantar) and its senior secured debt and our
'CCC+' issue rating on the senior unsecured notes.

The negative outlook reflects S&P's view that the COVID-19 pandemic
will hit Kantar's revenue, earnings, and cash flow, and delay
deleveraging.

S&P said, "In 2019 and first-quarter 2020, Kantar performed broadly
in line with our expectations. In 2019 the group's revenue
increased by 1% on a constant currency basis, and its largest
business, Insights, returned to 2% growth after having
underperformed in recent years. We estimate Kantar generated S&P
Global Ratings-adjusted EBITDA of about $520 million in 2019, on a
pro forma basis, including 12 months of operations and 100% of
Kantar's EBITDA, with S&P Global Ratings adjusted leverage of 6.2x.
We expect the COVID-19 pandemic will hit Kantar's revenue,
earnings, and cash flow in 2020, primarily through a material
reduction in Insights business revenue. Combined with ongoing
investment in business transformation, this will result in negative
FOCF this year and significantly higher S&P Global Ratings-adjusted
leverage in 2020-2021 than we previously forecast. We expect
Kantar's adjusted leverage will increase to about 9.5x or higher in
2020, before reducing to about 7x in 2021, which we view as high
compared with that of peers in the media industry. Previously we
expected leverage of about 7.0x in 2020, reducing toward 6.0x-6.5x
from 2021.

"We expect Kantar's 2020 revenue could reduce by about 15% due to
COVID-19-related effects on global economic growth and client
spending on advertising and data, research, and analytics products.
The Insights business, which accounts for about 50% of Kantar's
revenue and about 40% of EBITDA, will be the most affected, since
its performance is closely correlated with general macroeconomic
conditions. It also has a higher proportion of revenue from custom
contracts, compared with other business divisions. In first-quarter
2020, Insights revenue declined by 4% as clients cancelled and
postponed some projects. We also expect revenue in the specialist
division, which includes consulting and public sector projects,
will be affected, but growth will continue in the health business.
We think the data division, which accounts for about 30% of
revenue, will be the most resilient since it relies on more stable
contracted and syndicated revenue.

"Kantar's profit and cash flow will weaken more materially in 2020
than we previously forecast, and uncertainty around achieving cost
savings remains high.  In 2020, Kantar's profitability and cash
flow will weaken more materially than we previously forecast due to
a combination of COVID-19–related effects and continued
investment in large-scale business transformation. In 2019, after
the group was carved out from WPP and set up as a stand-alone
business, the new private-equity sponsor launched large-scale
business transformation initiatives. These included optimizing the
group's business perimeter and workforce, hiring more tech-oriented
talent, enhancing automation, investing in new information
technology systems, and reducing direct and other costs. We view
the transformation initiatives as largely attainable, and in
first-quarter 2020 Kantar identified further areas for cost savings
to be achieved. However, in our view, there remain execution risks
and significant uncertainties around the magnitude and timing of
cost efficiencies, especially in the context of pressure on the
group's operations from the COVID-19 pandemic. Therefore, we
include significant restructuring costs associated with the
turnaround in our calculation of adjusted EBITDA, but don't give
full benefit for the cost savings that management plans to achieve.
We expect Kantar will be able to only partially offset lower
revenue and earnings that it is facing in 2020 with
cost-containment measures. As a result, we expect S&P Global
Ratings-adjusted EBITDA will reduce by about 30% this year,
compared with 2019, and adjusted EBITDA margin will remain below
15%, which is less than average for global peers in the media
sector, until at least 2022."

Adequate liquidity and our expectation of improving FOCF generation
in 2021 support the rating.   At the end of first-quarter 2020,
Kantar had adequate liquidity with cash reserves of about $670
million on balance including the fully drawn revolving credit
facility (RCF). S&P said, "In our view, this will be sufficient to
cover intrayear working capital needs and absorb negative FOCF in
2020. The group improved its net working capital position in 2019
and first-quarter 2020. Assuming there will be pressure on working
capital in second- and third- quarter 2020, since some of Kantar's
clients might need to extend payment terms, we still expect a
modest positive working capital inflow for the full year. From
2021, we expect the group's FOCF will turn positive. We also
forecast that Kantar's adjusted EBITDA interest coverage will
remain at about 2x in 2020 and improve to more than 2.5x from 2021,
as profitability and cash generation recovers."

S&P said, "The negative outlook reflects our expectation of subdued
profitability, weak FOCF, and very high leverage in 2020-2021, due
to the effects of the pandemic and the ongoing business
transformation with substantial restructuring costs, leaving
minimal headroom under the 'B' rating.

S&P could lower the rating over the next 12 months if the impact
from COVID-19 on Kantar's operations was more severe than it
currently expects, without prospects for sustainable recovery in
2021, or if the group was unable to achieve planned cost savings or
incurred higher restructuring costs, such that:

-- It was unable to generate substantial positive FOCF in 2021;

-- FOCF to debt remained below 5% for a prolonged period and debt
to EBITDA were set to exceed 7.5x in 2021;

-- EBITDA cash interest cover reduced to 1.5x; or

-- Liquidity materially weakened.

S&P said, "We could revise the outlook to stable if Kantar's
operating performance recovers in 2021 and the group remains on
track to achieve the business transformation and planned cost
savings without incurring higher restructuring costs than we expect
in our base case. The stable outlook would require profitability to
improve with S&P Global Ratings-adjusted EBITDA margin increasing
toward 15%, FOCF becoming sustainably positive, FOCF to debt of at
least 5%, and adjusted debt to EBITDA reducing to less than 7x in
2021."


MANSARD MORTGAGES 2006-1: S&P Cuts Rating on B2A Notes to 'B-(sf)'
------------------------------------------------------------------
S&P Global Ratings lowered and removed from CreditWatch negative
its credit rating on Mansard Mortgages 2006-1 PLC's class B2a
notes. At the same time, S&P affirmed its ratings on the class A2a,
M1a, M2a, and B1a notes.

S&P said, "The rating actions follow our May 6, 2020, CreditWatch
negative placement of our rating on the class B2a notes. Our review
reflects the application of our relevant criteria and our full
analysis of the most recent transaction information that we have
received, and considers the transaction's current structural
features.

"We have also considered our updated market outlooks and additional
COVID-19 stresses to account for the current macroeconomic
environment. In addition to applying increased base foreclosure
frequencies at the 'B' to 'AA+' ratings, we have stressed payment
holidays on 25% of collections received over the first six months
and delayed the time to recovery by 6 and12 months as part of our
analysis of this transaction."

Danske Bank A/S is the guaranteed investment contract (GIC) account
provider for Mansard Mortgages 2006-1. Under S&P's counterparty
criteria, our ratings on these notes are capped at its 'A'
long-term issuer credit rating (ICR) on Danske Bank following its
loss of an 'A-1' short-term rating and failure to take remedy
action.

S&P said, "After applying our U.K. RMBS criteria assumptions, the
overall effect in our credit analysis results in an increase in the
weighted-average foreclosure frequency (WAFF) at all rating levels.
This is mainly due to the higher arrears levels comparing to our
last review. Our weighted-average loss severity (WALS) assumptions
have decreased slightly at all rating levels mainly due to lower
weighted-average current loan-to-value (LTV) ratio."

The overall effect from our credit analysis results is an increase
in the required credit coverage for rating levels of 'BBB' and
above, and a stable required credit coverage for rating levels of
'BB' and 'B'.

  WAFF And WALS
  Rating level   WAFF    WALS
  AAA            42.93%  39.59%
  AA             33.42%  30.51%
  A              27.90%  15.10%
  BBB            21.94%  7.68%
  BB             15.80%  4.31%
  B              14.27%  2.00%

Available credit enhancement in this transaction has increased
modestly since our previous review, due to the pro rata priority of
payments and the non-amortizing reserve fund.

The liquidity facility is non-amortizing. It was drawn to cash upon
the liquidity facility provider's (Danske Bank) loss of the
required rating in 2009.

In S&P's opinion, the performance of the loans in the collateral
pool has slightly deteriorated since our previous full review.
Since then, total assumed delinquencies have increased. The
cumulative losses are at 6.1%.

S&P said, "Following the application of our criteria, we have
determined that our assigned ratings on this transaction's classes
of notes should be the lower of (i) the rating as capped by our
counterparty criteria, or (ii) the rating that the class of notes
can attain under our U.K. RMBS criteria.

"Our credit and cash flow results for the class A2a, M1a, and M2a
notes indicate that these notes could withstand our stresses at
higher rating levels than those assigned. However, the ratings are
capped at our 'A' long-term ICR on the GIC account provider. We
have therefore affirmed our 'A (sf)' ratings on the class A2a, M1a,
and M2a notes.

"Under our credit and cash flow analysis, the class B1a notes could
withstand our stresses at higher rating levels than those assigned.
However, the rating was constrained by additional factors that we
considered. First, we factored into our rating actions the
sensitivity of this class to tail-end risk due to any potential
increase in defaults from the high level of exposure to
interest-only loans and high arrears. In addition, we considered
this tranche's relative position in the capital structure and the
significantly lower credit enhancement for the subordinated classes
compared with that of the senior notes. We have therefore affirmed
our rating on the class B1a notes at 'BBB+ (sf)'.

"We have lowered to 'B- (sf)' from 'B (sf)' and removed from
CreditWatch negative our rating on the class B2a notes. In our cash
flow analysis, these notes did not pass our 'B' rating level cash
flow stresses in some of our sensitivity runs, including slightly
increased fees, 3.75% arrears projection, and extended recoveries.
In particular, the notes experienced small principal shortfalls
when we modeled high prepayment rates, rising interest rates, and
slow defaults. Therefore, we applied our 'CCC' ratings criteria to
assess if either a 'B-' rating or a rating in the 'CCC' category
would be appropriate. We performed a qualitative assessment of the
key variables, together with an analysis of performance and market
data, and we do not consider repayment of this class of notes to be
dependent upon favourable business, financial, and economic
conditions to pay timely interest and ultimate principal. We
therefore believe that the class B2a notes will be able to pay
timely interest and ultimate principal in a steady-state scenario
commensurate with a 'B-' stress in accordance with our 'CCC'
ratings criteria."

Mansard Mortgages series 2006-1 was issued in October 2006.


TORO PRIVATE I: S&P Lowers ICR to 'CCC', Outlook Negative
---------------------------------------------------------
S&P Global Ratings lowered to 'CCC' from 'B-' its issuer credit
rating on Toro Private Holdings I, Ltd. (Travelport). The outlook
is negative.

S&P said, "We are also lowering to 'CCC' from 'B' our issue ratings
on the group's first -- lien debt facilities -- comprising $2.8
billion first-lien term loans due 2026 and a $150 million revolving
credit facility (RCF) due 2024, and to 'CC' from 'CCC' our issue
rating on the $500 million second-lien term loans due May 2027."

S&P lowered the rating because it sees a high risk that a
distressed debt restructuring could occur over the next 12 months.
Travelport has transferred over $1 billion in intellectual
property rights to a new unrestricted subsidiary, Travelport
Technologies LLC, and used it as collateral to raise $500 million
of new secured loans from its financial sponsors. The sponsors have
also offered a further $500 million of additional financing
capacity.

As reported in LCD News, Travelport's lenders have declared the
company in default for stripping away the collateral that secured
its existing loans.

S&P said, "We view Travelport's capital structure as unsustainable.
  Payment processing and information management firm Wex's refusal
to acquire eNett from Travelport exacerbated the group's need for
liquidity, in our view. Although the new $500 million of additional
financing supports Travelport's liquidity position and the company
has no material debt maturities until the RCF comes due in 2024,
S&P Global Ratings-adjusted debt to EBITDA is rising to an
unsustainably high level because of the significant cash burn and
the additional financing, which we view as debt. Therefore, we see
a high likelihood of debt acceleration, distressed exchange, or
debt restructuring over the next 12 months."

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

-- Health and safety

S&P said, "The negative outlook signifies that we see a high
likelihood that a distressed exchange or debt restructuring will
occur over the next 12 months.

"We could downgrade Travelport if it announces any debt exchange
offer or debt restructuring, or misses any interest or debt
repayment. We would likely view such events as distressed and
tantamount to default, once complete.

"We see ratings upside as unlikely over the next 12 months unless
we see a reduced likelihood of a distressed exchange or debt
restructuring. This would depend on our belief that Travelport was
adopting a conservative financial policy regarding its leverage,
combined with a recovery in cash flow generation and a sustainable
liquidity position."


TUDOR ROSE 2020-1: DBRS Assigns Prov. B Rating on Class F Notes
---------------------------------------------------------------
DBRS Ratings GmbH (DBRS Morningstar) assigned provisional ratings
to the following notes to be issued by Tudor Rose Mortgages 2020-1
PLC (the Issuer):

-- Class A at AAA (sf)
-- Class B at AA (sf)
-- Class C at A (sf)
-- Class D at BBB (sf)
-- Class E at BB (sf)
-- Class F at B (sf)
-- Class X1 at BB (high) (sf)

The transaction is collateralized by a portfolio of UK buy-to-let
residential mortgage loans sold by Morgan Stanley Principal
Funding, Inc. (the Seller) and granted by Axis Bank UK Ltd. (the
Originator).

The provisional rating on the Class A notes addresses the timely
payment of interest and ultimate payment of principal by the final
legal maturity date in June 2048. The provisional rating on the
Class B notes addresses the timely payment of interest when most
senior and ultimate payment of principal. The provisional ratings
on the remaining classes address the ultimate payment of interest
and principal.

The transaction features an amortizing liquidity reserve fund
(funded to 2.0% of the Class A and Class B notes' outstanding
balance). The reserve will support the payment of senior expenses,
Class A interest, and Class B interest (subject to the Class B
principal deficiency ledger (PDL) being not more than 10% of the
Class B notes' outstanding balance). Further credit enhancement is
provided through the nonliquidity reserve fund, which will be equal
to 2.0% of the closing balance of the collateralized notes (Class
A, B, C, D, E, F, and Z) minus the liquidity reserve fund.

Credit enhancement is calculated as the overcollateralization
provided by the portfolio and the nonliquidity reserve fund. At
closing, credit enhancement will be at 15.7% for Class A, 9.9% for
Class B, 6.2% for Class C, 3.7% for Class D, 1.4% for Class E, and
0.4% for Class F.

As of 31 January 2020, the provisional portfolio consisted of 1,020
loans extended to 671 borrowers with an aggregate outstanding
balance of GBP 300.5 million. The weighted-average (WA) seasoning
of the portfolio was at 2.3 years, with a WA remaining
term-to-maturity of 19 years. The WA indexed loan-to-value of the
portfolio is at 69.4%. The provisional portfolio primarily
comprises interest-only loans (99.6%), yielding a WA coupon of
3.9%. The majority of loans (82.3%) are secured by properties
located in London and the South East. As of the cut-off date, one
borrower (two loans, 0.2%) was under litigation and six loans
(0.8%) were in arrears. A small portion (0.6%) of the portfolio
consists of holiday lets, which are more likely to be affected by
the travel restrictions imposed due to Coronavirus Disease
(COVID-19).

In response to the coronavirus, the Financial Conduct Authority
published guidance on March 20, 2020
(https://www.fca.org.uk/news/press-releases/new-guidance-mortgage-providers-lenders-coronavirus)
stating that mortgage borrowers facing financial difficulties due
to the coronavirus, including buy-to-let mortgage holders, are able
to seek payment moratoriums. As a result, most UK lenders are able
to agree to a temporary payment moratorium for borrowers of
buy-to-let loans provided they are up to date with their payments
and if their tenants are struggling to pay rent. As of 30 April
2020, 15.8% of the provisional portfolio was on a payment holiday
of up to three months.

Most loans pay a fixed rate of interest, with the most common reset
frequency (74.4%) being five years. In comparison, the notes pay an
interest rate linked to daily compounded Sonia, leading to interest
rate risk that will be mitigated using an interest rate swap
agreement between the Issuer and BNP Paribas. Based on DBRS
Morningstar's BNP Paribas rating of AA (low) and the collateral
posting provisions included in the documentation, DBRS Morningstar
considers the risk of such counterparty to be consistent with the
ratings assigned, in accordance with its "Derivative Criteria for
European Structured Finance Transactions" methodology.

The Issuer account bank is Elavon Financial Services, D.A.C., UK
Branch. Based on the account bank's private ratings and the
replacement provisions included in the transaction documents (the
replacement time frame is longer than what is expected as per the
methodology but provides comfort by providing a higher rating
trigger), DBRS Morningstar considers the risk of such counterparty
to be consistent with the ratings assigned.

DBRS Morningstar is of the opinion that the representation and
warranties outlined in the draft transaction documents are weak. In
the case of a material breach of any of the representations or
warranties by the Seller on the closing date, if not remedied
within 30 business days, the Issuer's only remedy will be a claim
to damages. Such claims are limited to 5.0% of the current balance
of the relevant mortgage loan, with a minimum of claim level of GBP
5000 per mortgage loan. If the Issuer wishes to make a claim, it
must do so by sending a notice on or before 24-months from the
closing date. Furthermore, a lot of representation and warranties
in the draft transaction documents provided by the Seller are based
on knowledge qualifiers (until issuer becomes aware).

DBRS Morningstar based its ratings primarily on the following
analytical considerations:

-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement.

-- The credit quality of the mortgage loan portfolio and the
ability of the parties to perform servicing and collection
activities.

-- The portfolio default rate (PD), loss given default (LGD), and
expected loss (EL) assumptions DBRS Morningstar calculated using
the European RMBS Insight Model.

-- The ability of the transaction to withstand stressed cash flow
assumptions and repays the noteholders according to the terms and
conditions of the notes. The transaction cash flows were analyzed
using Intex DealMaker.

-- The consistency of the transaction's legal structure with the
DBRS Morningstar "Legal Criteria for European Structured Finance
Transactions" methodology and the presence of legal opinions
addressing the assignment of the assets to the Issuer.

-- The relevant counterparties, as rated by DBRS Morningstar, are
appropriately in line with DBRS Morningstar legal criteria to
mitigate the risk of counterparty default or insolvency.

-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as downgrade and
replacement language in the transaction documents.

In DBRS Morningstar's cash flow results, Classes A to F showed some
tranche write-down for the target rating scenarios when applying
20% constant prepayment rate from day one and back-loaded default
timing. However, lender data showed that, due to combination of the
low teaser rate and the applicability of early repayment charges
(ERC) while loans are in a fixed-rate teaser period, historically,
prepayment rates have been low during the fixed teaser period and
then have increased substantially around the reversion date, when
loans reset to a higher interest rate and no ERCs are applicable.
Since most of the loans are currently in the teaser period, the
scenarios where prepayments are assumed to be 20% from day one were
deemed remote. Instead, DBRS Morningstar tested a lower 15%
constant prepayment rate from day one. DBRS Morningstar also ran
additional cash flow sensitivities to test prepayment behavior as
indicated by historical data (i.e., low prepayment during
fixed-rate periods and high prepayments around the reversion date)
to assign its ratings.

The Class X1 notes would have achieved a higher rating using the
cash flow assumptions outlined in DBRS Morningstar's "European RMBS
Insight Methodology" and "European RMBS Insight: UK Addendum".
However, the rating of the Class X1 notes was limited because the
Class X notes are very sensitive to the level of payment holidays
in the portfolio, prepayment rates, and default timings, since the
payment of interest and principal relies on the level of excess
spread.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that delinquencies may
arise in the coming months for many RMBS transactions, some
meaningfully. The ratings are based on additional analysis and
additional stresses to expected performance as a result of the
global efforts to contain the spread of the coronavirus.

Notes: All figures are in British pound sterling unless otherwise
noted.


VIVO ENERGY: Fitch Affirms BB+ LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Vivo Energy plc's Long-Term Issuer
Default Rating at 'BB+' with a Stable Outlook.

The rating of Vivo Energy reflects its good geographical
diversification with fuel retail activities across 23 countries in
Africa with strong market positions. The rating is influenced by
the concentration of operations in emerging markets, which somewhat
limits the benefit of its geographical diversification and quality
of cash flows available for debt service at holding company level.

The rating incorporates Vivo Energy's conservative financial
structure and healthy liquidity position that should support the
group through the coronavirus outbreak and mitigate its temporary
impact on profitability and higher working capital needs. Fitch
expects demand recovery by end-2020 with market fundamentals
reaching pre-pandemic levels and for Vivo Energy's operational
performance to restore quickly assuming no second wave of
coronavirus infections.

KEY RATING DRIVERS

Temporary Impact on Profitability: Fitch expects a temporary
reduction in Vivo Energy's solid profitability (EBITDA margin at
3.5% in 2020 vs. 4.3% in 2019), due to impact of the pandemic on
demand resulting in slower inventory turnover from the 24 days in
2019, alongside weaker oil prices before supply readjustment. Fitch
forecasts gross profit to fall 23% in 2020, even with the benefit
of two additional months of contribution from Engen, acquired in
March 2019. Fitch expects EBITDA margins to revert to 2019 levels
in 2021 and funds flow from operations to trend above GBP200
million by 2022, supported by its strong market positions,
accretive contribution from Engen and organic growth from newly
opened sites.

Gross Margin Maintained: Vivo Energy has been able to maintain
gross cash unit margin at USD 69-USD74 per thousand litres over the
last four years, and this was maintained at USD69 in 1Q20. Fitch
expects gross cash margin to decline in 2Q20, before recovering to
levels slightly below USD69 by end-2020. The acquisition of Engen,
higher volumes and contribution from other countries help
compensate for reduced margins in Vivo Energy's historically
largest market Morocco, which contributed 21% of volumes in 2019,
and has seen reduced EBITDA contribution in recent years (Morocco
Retail contributed 13% of EBITDA versus 18% in 2018).

Recovery Post Coronavirus: Fitch expects fairly swift fuel demand
recovery by 2021, after a sharp drop in volumes of 40% in 2Q20 amid
lockdown. This is supported by a relaxation of lockdowns, the
largely non-discretionary nature of demand post-lockdown for the
retail segment (57% of volumes in 2019), and also by long-term
contracts with local governments, along with the less affected
liquefied petroleum gas and mining sectors in the commercial
segment, the latter representing 42% of total volumes. The aviation
segment has been hardest-hit (under 5% of gross profit over the
last two years), while the retail segment saw up to a 50% volume
drop in countries with the strictest lockdown measures in 2Q20.

Strong Market Position: Vivo Energy is well established in Africa
where it has an average market share of more than 20% across
Shell-branded markets. It benefits from the visibility, reputation
and high standards of the Shell brand. The Engen brand enjoys
number 2 to 4 positions in most of its eight markets. Its forecourt
retail business is further enhanced by non-fuel retail activities
supported by partnerships with various restaurant franchises.
However, this segment represents less than 5% of the group's gross
profit, but benefits the retail segment to some extent through
cross-selling.

High Concentration in Emerging Markets: Vivo Energy has retail
operations in 23 African countries leading to a high
emerging-market concentration. The contribution of investment-grade
countries to total sales volumes of fuel is limited to around 30%.
Fitch applies Morocco's 'BBB' Country Ceiling to Vivo Energy, as
per its Non-Financial Corporates Exceeding the Country Ceiling
Rating Criteria. In 20 of these countries it has limited
flexibility on its operating margins, which are fixed via a
regulated price structure. In case of depreciation of the local
currency against the US dollar, in which most of Vivo Energy's
holding debt is denominated, margins can only be adjusted with
government intervention. Holdco debt amortisation in 2020 can be
serviced from holdco cash balance.

FX Risk Mitigated: Currency risk is mitigated by Vivo Energy's
exposure to countries whose currencies are pegged to the US dollar
or euro, contributing to around 65% of EBITDA. In addition, Vivo
Energy's business is underpinned by some vertical integration. Its
storage assets support operations across its retail and commercial
segments while customer and products diversification are adequate
through three segments (retail, commercial, and lubricants each
representing 60%, 30% and 10% of group EBITDA, respectively).

Healthy Liquidity Position: Healthy available liquidity of USD0.6
billion, on top of USD1 billion available undrawn, uncommitted
short-term bank facilities within operating entities (as of 1Q20),
supports Vivo Energy's working capital needs to withstand the
coronavirus impact. It has suspended 2019 final dividend, but will
consider an additional payment later. Capex in 2020 has been cut
and cost- saving measures implemented. Average utilisation of
short-term facilities, provided by several banks across various
countries, increased in March 2020 (at 30%) to above levels seen at
end-2019, but significant headroom remains and utilisation is
expected to reduce over the rest of 2020.

Low Leverage: Vivo Energy has low leverage (measured as FFO readily
marketable inventory (RMI)-lease adjusted net leverage below 1.0x)
through the cycle. The pandemic should only lead to a mild increase
of USD100 million in net debt by end-2021 (vs. 2019) but the
reduction in FFO will translate into weak FFO RMI-adjusted fixed
charge cover of around 3.0x in 2020 before rebounding to 4.5x in
2021. Fitch expects net leverage to remain at this low level in the
near term in the absence of material M&A, which Fitch considers an
event risk.

Conservative Financial Policy: Vivo Energy expects capex at around
USD150 million per year while opening 80-100 new sites each year,
post-2020. While the rating incorporates the evolving operating
environment in the countries of Vivo Energy's operations, this may
be mitigated by a stronger track record of adherence to the prudent
financial policy on the through the cycle basis.

Successful Integration of Engen: Vivo Energy has successfully
integrated Engen that contributed 10% to volumes and gross cash
profit in 2019. The Engen acquisition has added eight new countries
to Vivo Energy's retail network, although they are all in emerging
markets, which somewhat limits the benefit of increased
geographical diversification. Leveraging on Vivo Energy's skills
base, Engen-brand activities should continue to grow under the Vivo
Energy business model of operation and culture, and gradually
improve the group's key performance indicators.

DERIVATION SUMMARY

The closest peer is Puma Energy Holdings Pte Ltd (BB-/Stable),
which has a broader business profile with its integrated downstream
and midstream operations, and wider geographic diversification
(albeit also in emerging-market countries). Vivo Energy has far
lower FFO RMI-lease adjusted net leverage metrics (below 1x, versus
Puma Energy's above 5x). It is less capital-intensive than Puma
Energy, which has made substantial investments over the last decade
in midstream infrastructure, which are taking time to feed through
to profitability.

Vivo Energy's retail operations have better earning stability than
for Puma Energy, and can be compared to some extent with those of
EG Group Limited (EG, B-/Stable), a UK-based independent petrol
retailer. EG's overall scale and diversification have recently
improved through acquisitions and the group is present in the
mature European, US and Australian markets. EG benefits from a
higher exposure to more profitable convenience and food-to-go
retail. EG's rating also reflects a weaker financial profile
following a period of mainly debt-funded acquisitions with
FFO-adjusted gross leverage at 12.0x in 2019, and forecast
deleveraging to 8.6x by 2021.

KEY ASSUMPTIONS

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

  - Sales volumes to decline in low double digits in 2020, followed
by recovery to 2019 (pro-forma for Engen) levels in 2021 and low
single-digit growth in 2022-2023, partly supported by new service
stations.

  - Group gross cash unit margin at mid-USD60s per thousand litres
in 2020 before a recovery to high USD60s over 2021-2023.

  - Working capital outflow of USD50 million in 2020, followed by a
modest inflow until 2023.

  - Capex to be reduced to USD100 million in 2020, increasing to
USD160 million over 2021-2023.

  - 2019 final dividend payment postponed to 2021. Fitch assumes
payout ratio of 30% of net income.

  - No M&A-related cash outflows.

RATING SENSITIVITIES

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

Increased geographical diversification in countries with an
enhanced operating environment without impairing profitability,
while maintaining its solid market shares in the countries it
operates in, and/or track record of disciplined financial policy
through the cycle

FCF/EBITDAR excluding expansionary capex above 40% on a sustained
basis

Maintenance of FFO RMI-lease adjusted net leverage below 1.5x (or
below 2.0x on a gross basis)

FFO RMI-adjusted fixed charge cover above 6x on a sustained basis

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

Sharp deterioration in sales volume signaling heightened
competition rather than weaker cyclical demand, leading to
sustained EBITDA attrition to below USD300 million

FCF/EBITDAR excluding expansionary capex at 20% or below on a
sustained basis

FFO RMI-lease adjusted net leverage above 2.5x on a sustained basis
(or above 3.5x on a gross 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

Manageable Liquidity: At end-March 2020, Vivo Energy reported cash
balances of USD353 million and had USD238 million of available
liquidity under its revolving credit facility (RCF), which was
sufficient to cover Fitch-estimated current debt of USD513 million
(mostly at operating company level). Fitch would expect short-term
debt obligation to rebase at around USD0.3 billion by end-2020,
when demand will recover and inventory built up in 1H20 will
reduce.

The RCF is available until May 2022, of which USD200 million has
already been extended to 2023, which should still support
comfortable liquidity. Vivo Energy can also count on USD1 billion
of undrawn unsecured short-term bank facilities across its network,
that Fitch conservatively excludes from available liquidity as
these are not committed. Fitch is expecting negative FCF in 2020 as
lower EBITDA, due to COVID-19 and working capital outflow, offsets
lower capex and dividends. Fitch estimates that USD7 million of
cash is not readily available, due to withholding taxes on
dividends up-streamed from operating companies to Vivo Energy.

Cash at operating companies is used to service debt at the same
level (accounting for around 40% of total debt) and is not
earmarked as collateral for any debt instrument in particular. 2020
Holdco debt amortization can be serviced from Holdco cash balance.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch has reclassified USD125 million of operating lease as other
liabilities from debt and have reclassified USD32 million of lease
charge as operating cash flows (-USD21million of D&A and
-USD11million of lease interest) from financing cash flow. Lease
charges are capitalized using 6x multiple.

Fitch has adjusted trade receivables and debt in balance sheet by
the number of receivables sold in 2019 (USD28 million) and adjusted
the cash flow statement by the variation of factoring utilisation
in 2018-2019 (USD41 million change in working capital and -USD41
million in debt repayment).

Fitch has adjusted 2019 cash balance by USD7 million corresponding
to its estimation of restricted cash related to withholding taxes
applied in countries where Vivo Energy operates.

RMI adjustment to reduce short-term debt (2019: 90% of USD436
million fuel inventories) and related interest costs used to
finance fuel inventories reclassified as cost of goods sold.

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

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



                           *********


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-
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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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