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

                           E U R O P E

           Wednesday, June 27, 2018, Vol. 19, No. 126


                            Headlines


I R E L A N D

BOSPHORUS CLO IV: Moody's Assigns B2 Rating to Class F Notes


L U X E M B O U R G

RUMO LUXEMBOURG: Fitch Raises Sr. Unsecured Notes Rating to BB


N E T H E R L A N D S

STARS GROUP: Moody's Rates $5,675MM Sr. Secured Loans B1
STARS GROUP: Fitch Assigns 'B+' Issuer Default Rating


P O L A N D

VISTAL GDYNIA: Obtains Court Approval for Restructuring Plan


U N I T E D   K I N G D O M

CARPETRIGHT PLC: Posts Full-Year Loss of GBP70.5 Million
CARILLION: Ex-Directors May Have to Contribute to Pension Scheme
FABB SOFAS: Closes Paisley Store, 23 Jobs Affected
INTERNATIONAL GAME: S&P Rates New EUR500MM Secured Notes 'BB+'
LEARNDIRECT: In Positive Discussions with Potential Buyers

NIGHTHAWK ENERGY: Provides Update on Bankruptcy Sale Process


                            *********



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I R E L A N D
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BOSPHORUS CLO IV: Moody's Assigns B2 Rating to Class F Notes
------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
eight classes of debt issued by Bosphorus CLO IV Designated
Activity Company:

EUR2,000,000 Class X Secured Floating Rate Notes due 2030,
Definitive Rating Assigned Aaa (sf)

EUR246,000,000 Class A Secured Floating Rate Notes due 2030,
Definitive Rating Assigned Aaa (sf)

EUR31,550,000 Class B-1 Secured Floating Rate Notes due 2030,
Definitive Rating Assigned Aa2 (sf)

EUR10,000,000 Class B-2 Secured Fixed Rate Notes due 2030,
Definitive Rating Assigned Aa2 (sf)

EUR25,700,000 Class C Secured Deferrable Floating Rate Notes due
2030, Definitive Rating Assigned A2 (sf)

EUR21,000,000 Class D Secured Deferrable Floating Rate Notes due
2030, Definitive Rating Assigned Baa2 (sf)

EUR26,900,000 Class E Secured Deferrable Floating Rate Notes due
2030, Definitive Rating Assigned Ba2 (sf)

EUR10,500,000 Class F Secured Deferrable Floating Rate Notes due
2030, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Moody's definitive ratings of the rated notes address the
expected loss posed to noteholders by the legal final maturity of
the notes in 2030. The definitive ratings reflect the risks due
to defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, Commerzbank AG,
London Branch ("Commerzbank") has sufficient experience and
operational capacity and is capable of managing this CLO.

Bosphorus CLO IV is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured loans and senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, mezzanine obligations and high
yield bonds. The portfolio is expected to be at least 80% ramped
up as of the closing date and to be comprised predominantly of
corporate loans to obligors domiciled in Western Europe.

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

In addition to the eight classes of notes rated by Moody's, the
Issuer issued EUR 42,650,000 of subordinated notes which will not
be rated.

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.

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

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


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


RUMO LUXEMBOURG: Fitch Raises Sr. Unsecured Notes Rating to BB
--------------------------------------------------------------
Fitch Ratings has upgraded Rumo S.A's Long-Term (LT) Foreign
Currency (FC) and Local Currency (LC) Issuer Default Ratings
(IDRs) to 'BB', from 'BB-'. Fitch has also upgraded its unsecured
bonds due in 2024 and 2025, which were issued by Rumo Luxembourg
S.a.r.l., to 'BB'. At the same time, Fitch upgraded Rumo, its
subsidiaries and the respective unsecured debentures' National
Scale Long-Term ratings to 'AA(bra)', from 'A(bra)'. The Rating
Outlook for the LC IDR and the National Scale ratings remains
Positive. The outlook of the FC IDR was revised to Stable from
Positive, as Fitch expects the FC IDR to be constrained by
Brazil's 'BB' Country Ceiling in the event of an upgrade of the
LC IDR.

The rating action is supported by the consistent increase on
Rumo's scale due to its ongoing capex program, which has resulted
in solid operating margins expansion and boosted operating cash
flow generation. These factors, combined with the cash provided
by a BRL2.6 billion capital injection during 2017, have
significantly strengthened Rumo's capital structure. The positive
FCF trend from 2019 onwards and the expectation of continued
robust liquid position were key considerations in maintaining the
Positive Outlook for the national scale and LC IDR.

The ratings are supported by the high predictability of Rumo's
cash flow generation due to its solid business position as one of
the largest operators of railroads in Brazil. Fitch sees as
credit positive Rumo's affiliation with the Cosan Group (Cosan
Limited; FC LT IDR 'BB'/Stable Outlook), which provides
reasonable financial flexibility to the company, illustrated by
its capital injections.

KEY RATING DRIVERS

Operating Performance Improvements: Rumo grew load volumes and
raise its operating profitability significantly over the past few
years. As of March 2018, the company transported 51 million of
Revenue Ton Kilometer (RTK), which compares favorably versus 50
million in 2017 and 41 million, in 2016. During this time period
expanded to 47.4% from 46.3% in 2017 and a proforma 40.5% in
2016. Fitch expects margins to remain above 47% in 2018 and then
to reach around 50% in 2019. Combined with these factors, the
reduction in interest expenses should push FFO margin to more
than 25% in 2018.

Conservative Credit Metrics: Fitch expects Rumo's capital
structure to continue improving, supported by the consistent
operating cash flow expansion. The BRL2.6 billion capital
injection received in April 2017 accelerated the capital
structure improvement as it helped Rumo reduce net debt/EBITDA to
2.5x in 2017 from 4.5x in 2016 and 5.2x in 2015. Through cash
flow improvement, Rumo's net leverage metric is expected to reach
levels close to 2.0x by 2019. The ability of the company to
continue to lengthen its debt amortization schedule and finance
its capex by issuing long-term and low-cost debt has also
enhanced the company's financial profile.

FCF Turns Positive in 2019: Fitch projects that Rumo's EBITDA and
FFO will reach BRL2.9 billion and BRL1.8 billion, respectively,
in 2018, increases from BRL2.8 billion and BRL1.1 billion in
2017. FCF is expected to be negative by BRL450 million in 2018
due to BRL2.0 billion of capex. After this growth capex tapers
off, FCF should turn positive in 2019, reaching an estimated
BRL500 million. Robust FCF levels of above BRL1.0 billion is
likely if Rumo continues to grow volumes by 10% per year. The
early renewal of Rumo Malha Paulista S.A.'s concession contract,
which will mature in 2028, does not have rating implications as
it does not result in material capex increases.

Business Profile Remains Strong: Rumo enjoys a solid business
position as the sole railroad transportation operator in the
south and mid-western regions of Brazil, areas with high growth
potential due to stable demand for grains worldwide. Rumo's
businesses rely on four rail concessions to operate railway lines
that extend over approximately 12,000 kilometers within Brazil,
with access to three main Brazilian ports. Due to its cost
structure, Rumo's businesses enjoy solid competitive advantages
over the truck services. This factor enhances its consistent
demand and limits volume volatilities over the cycles. The
company will continue to expand its businesses within the
industry by concluding the aggressive capex plan to add capacity
to its operations over the next two years.

Credit Linkage Incorporated: The ratings of Rumo and its
subsidiaries are equalized due to strong operational, financial
and legal ties among them. The strong operating synergies, the
centralized cash management, the cross guarantees between the
main debt permit the credit profile to be analyzed in a
consolidated basis and the ratings to be the same.

DERIVATION SUMMARY

Rumo ratings derive from its strong business profile in the
logistics infrastructure industry in Brazil, which enjoys
positive perspectives. The railroad low-cost structure and Rumo's
position as the sole railroad provider in its cover region
provides important competitive advantages to the company,
allowing it to report consistent volume improvements and
increasing operating cash flow generation while its capacity
expands. A ratings constraint is its business exposure to
Brazil's operating environment as its operations rely on
agribusiness and industrial logistics only in that region, like
most of its Brazilian peers, but different from other railroads
worldwide, which enjoys a more diversified covered region. The
past financial efforts to reduce the company's leverage and
increase its liquidity are considered sustainable over the medium
term and are important credit factors that support Rumo's
ratings.

Rumo's ratings are positioned below Brazil's MRS S.A., rated
'AAA(bra)'/'BBB-'/Stable, which is the best positioned railroad
in the country, because of its consistent operating cash flow
generation, flat operating margins, positive FCF, low leverage
and sound liquidity. Rumo's rating is constrained by its still-
negative FCF, derived from its large investment programs. Rumo's
and MRS's ratings are below those of other mature, more
geographically diversified and less leveraged rail companies in
Mexico, the U.S. and Canada, which are generally rated in the mid
'BBB' to low 'A' range. Rumo's operating margins are in line with
Brazilian peers but are below levels achieved by railroads in the
Northern hemisphere. Rumo's 'BB' rating is in line with that of
Hidrovias do Brasil S.A. (HdB, 'BB'/Stable Outlook), due to the
negative FCF both companies are generating due to investments.
Although HdB's net leverage is higher than Rumo's, the long-term
contracts of HdB supports its consistent and predictable cash
flow generation. This factor is expected to result in fast
deleverage of HdB's balance sheet in the next two to three years.

KEY ASSUMPTIONS

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

  -- 8% to 10% of volume increases per year from 2018 and 2019.

  -- Tariff increase by inflation in 2018 and 2019.

  -- EBITDA of BRL2.9 billion in 2018 and BRL3.5 billion in 2019.

  -- BRL2.0 billion capex in 2018 and BRL5.0 billion capex from
     2019 to 2021.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action

  -- Net adjusted leverage trends below 2.0x, on a sustainable
     basis;

  -- Maintenance of strong liquidity and positive debt
     refinancing schedule

  -- Consistent Positive FCF trends.

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action

Fitch may revise Rumo's rating outlook to Stable, from Positive,
in case:

  -- Delaying on reporting positive FCF

  -- EBITDA margins trend below 50%

  -- Inability of Rumo's net debt/EBITDA to reach levels below
     2.5x in sustainable basis

LIQUIDITY

Sound Liquidity: The capital injection of BRL2.6 billion and the
extension of medium-term debt maturity during 2017 and 1Q18
strengthened Rumo's liquidity significantly. As of March 31,
2018, the company reported cash position of BRL3.6 billion, which
covered short-term debt of BRL1.1 billion by 2.1x. Fitch
understands Rumo's liquidity is adequate and sustainable in the
long-term, considering the financial flexibility the company has
presented to finance part of its capex plan. The company is
expected to use part of its current cash to repay high-cost and
middle-term debt and operating cash flow generation to finance
part of the ongoing investments, while new long-term debt are
sought. The loan to be provided by Banco Nacional de
Desenvolvimento Economico e Social (BNDES), to reimburse the last
investment projects, is likely to rebuild the cash.

FULL LIST OF RATING ACTIONS

Rumo S.A.

  -- Foreign Currency Issuer Default Rating (IDR) upgraded to
     'BB', from 'BB-';

  -- Local Currency Issuer Default Rating (IDR) upgraded to 'BB',
     from 'BB-';

  -- National Scale Long-Term Rating upgraded to 'AA(bra)', from
     'A(bra)'.

Rumo Luxembourg S.a.r.l.:

  -- Senior unsecured notes due 2024 and 2025 upgraded to 'BB,
     from 'BB-'.

Rumo Malha Norte S.A.

  -- National Scale Rating upgraded to 'AA(bra)', from 'A(bra)';

  -- BRL166.67 million 6th debentures issuance maturing in 2018
     upgraded to 'AA(bra)' from 'A(bra)';

  -- BRL160 million 8th debentures issuance maturing in 2020
     upgraded to 'AA(bra)' from 'A(bra)'.

Rumo Malha Sul S.A.

  -- National Scale Rating upgraded to 'AA(bra)', from 'A(bra)'.

Rumo Malha Paulista S.A.

  -- National Scale Rating upgraded to 'AA(bra)', from 'A(bra)'.

The Outlook for the LC IDR and the National Scale ratings remains
Positive. The outlook of the FC IDR was revised to Stable, from
Positive, as Fitch expects the FC IDR to continue constrained by
Brazil's 'BB' Country Ceiling.


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


STARS GROUP: Moody's Rates $5,675MM Sr. Secured Loans B1
--------------------------------------------------------
Moody's Investors Service confirmed The Stars Group Inc.'s B2
Corporate Family Rating (CFR) and B2-PD Probability of Default
Rating (PDR). The company's Speculative Grade Liquidity rating
was affirmed at SGL-1. Moody's additionally assigned B1 ratings
to The Stars Group Holdings B.V.'s (co-issuer) proposed $700
million senior secured revolving credit facility due 2023 and
$4,975 million senior secured term loan facility due 2025. A Caa1
rating was assigned to the company's proposed $850 million senior
unsecured notes due 2026. The rating outlook is stable. This
concludes the review initiated on April 24, 2018.

Proceeds from the proposed $4,975 million term loan, senior
unsecured notes of $850 million, $100 million revolver draw,
balance sheet cash of $419 million, $1,385 million of new Stars
Group common equity to be issued to the seller of Sky Betting and
Gaming ("SBG"), and $500 million of new primary common equity
issuance, will be used to finance the previously announced
acquisition of SBG from CVC Capital Partners and Sky Plc,
refinance SBG debt and repay shareholder loan, refinance Stars
Group debt, as well as pay related fees and expenses. SBG is an
operator of mobile and online sports betting and gaming in the
United Kingdom.

"The confirmation of Stars Group's B2 CFR reflects the expected
benefits of the Sky Betting & Gaming acquisition, including
increased scale and diversification from poker into
sportsbetting, as well as increased exposure to more predictable
regulated markets ", stated Adam McLaren, Moody's analyst. Even
as leverage will rise to near 6x, it will be lower than
originally expected at the time the review was initiated as the
company has reported strong recent operating performance and will
use less debt (due to a planned equity issuance) to finance the
transaction. "The acquisition provides Stars with a fast growing,
strong established brand and technology platform in sportsbetting
in the UK which can be utilized in other jurisdictions, including
Europe and the US, to the extent opportunities arise," added
McLaren.

The company's existing dollar and Euro 1st lien term loans due
2025 and $225 million revolver due 2023 have been confirmed at
B2. The ratings on these facilities will be withdrawn upon close
of the new proposed facilities.

Assignments:

Issuer: Stars Group Holdings B.V. (The)

Senior Secured Bank Credit Facility, Assigned B1 (LGD3)

Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD6)

Outlook Actions:

Issuer: Stars Group Holdings B.V. (The)

Outlook, Changed To Stable From Rating Under Review

Issuer: Stars Group Inc. (The)

Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Stars Group Holdings B.V. (The)

Senior Secured Bank Credit Facility, Confirmed at B2 (LGD3)

Issuer: Stars Group Inc. (The)

Probability of Default Rating, Confirmed at B2-PD

Corporate Family Rating, Confirmed at B2

Affirmations:

Issuer: Stars Group Inc. (The)

Speculative Grade Liquidity Rating, Affirmed SGL-1

RATINGS RATIONALE

The Stars Group Inc.'s B2 Corporate Family Rating is supported by
the company's market leading position in terms of revenue in
online poker, its licenses to operate in all major jurisdictions
where online poker has been legalized, and growing casino and
sportsbook business. The ratings are also supported by the
company's relatively high EBITDA margins, strong free cash flow
generation, and very good liquidity profile.

Key credit concerns include The Stars Group's high leverage level
as a result of its debt financed acquisition based growth
strategy, relatively narrow product focus -- the company's
revenue and earnings are derived entirely from online gaming
activities -- along with the uncertainty related to an evolving
regulatory environment for online gaming in various jurisdictions
around the world.

The stable rating outlook reflects continuous improvement in The
Stars Group's operating performance, along with Moody's
expectation that this trend will continue and incorporates the
expectation for the company to maintain very good liquidity.

A ratings upgrade could occur if The Stars Group is able to
successfully integrate recent acquisitions, obtain identified
synergies, and hit its growth targets, resulting in debt/EBITDA
maintained below 4.5 times. Ratings could be lowered if The Stars
Group's debt/EBITDA is maintained above 6.5 times or if the pace
or size of acquisitions were to increase meaningfully.

The Stars Group Inc. (TSX and NASDAQ: TSG) provides technology-
based products and services in the global gaming and interactive
entertainment industries as well as services and systems to
online gaming operators. The company owns and operates the Poker
Stars and Full Tilt Poker online poker brands. The Stars Group
has two reportable segments: Poker and Casino & Sportsbook. Total
revenue for the last twelve month period ended March 31, 2018 was
approximately $1.4 billion.


STARS GROUP: Fitch Assigns 'B+' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has assigned The Stars Group Inc. (TSG) a first
time Issuer Default Rating (IDR) of 'B+' with a Stable Outlook.
Fitch has also assigned a senior secured debt rating of
'BB'/'RR2' and a senior unsecured debt rating of 'B-'/'RR6'.

The 'B+' IDR reflects TSG's dominant position in online poker;
increasing diversification through a successful launch of an
online casino platform and acquisition of sport betting assets;
and a history of using its superior FCF margins to deleverage
quickly following its last large acquisition. TSG's 2019
debt/EBITDA estimated by Fitch is 6.0x improving to 5.1x by 2020
as TSG realizes the cost synergies from the Sky Bet and Gaming
(Sky Bet) acquisition and repays debt. Fitch estimates TSG will
generate $410 million-$590 million annual FCF during the 2019-
2021 time period (15%-19% FCF margin) and assumes that the bulk
of the FCF is applied to debt paydown.

KEY RATING DRIVERS

Dominant Poker Platform: TSG estimates that its PokerStars online
poker platform captures a significant majority of the online
poker volume in regions where it operates. The dominant position
is reinforced by the players' gravitation towards more active
platforms that can offer more variety of games and larger
tournament payouts. PokerStars also acts as a low cost player
acquisition channel for PokerStars' casino and sports betting
segments. These segments were launched around 2015 and grew to
$432 million in revenues (LTM ending March 31, 2018). The
acquisition of Sky Bet and the two sportsbook businesses in
Australia (CrownBet and William Hill Australia) will accelerate
the cross selling opportunities between the business units.

Sky Bet Acquisition Benefits: Sky Bet increases TSG's
diversification across business lines and decreases its exposure
to unregulated markets. Pro forma revenue exposure to poker,
casino and sportsbook will be 37%, 26% and 34%, respectively, and
75% of the revenues will be attributable to regulated markets,
compared to 51% prior to the acquisition. The main risk
surrounding unregulated markets is that they may develop more
stringent regulations, which can adversely affect TSG margins or
may force TSG out of the market. Sky Bet benefits from a loyal
customer base (58% use Sky Bet exclusively), branding agreement
with Sky Plc and a strong mobile platform. Negatively, exposure
to U.K. will increase as Sky Bet is U.K. focused with pro forma
U.K. exposure going up to 37%. The U.K. government said it will
look to increase the Remote Gaming Duty, now set at 15% and paid
by online gaming operators, to offset the expected decline in tax
revenues from the lowering of the maximum bets set for the fixed
odds betting terminals (FOBT). TSG factored in a potential for a
tax increase when acquiring Sky Bet although the magnitude and
the timing of the potential tax increase are unknown.

Clear Path to Deleverage: TSG's strong FCF profile will allow for
fast deleveraging. Fitch forecasts 6.0x debt/EBITDA at year-end
2019 declining to 4.4x by 2021. The pending debt incurrence was
well telegraphed to the investment community as TSG publicly was
open about seeking a large sportsbook acquisition target.
Increasing visibility into deleveraging is TSG's track record of
quick debt reduction following the acquisition of PokerStars, the
new credit facility's excess cash flow sweep and FCF/debt ratio
of 7%-12% through 2021. Liquidity profile is solid providing a
clear runway and visibility for deleveraging. There are no
maturities for seven years and no financial covenants on the term
loan. The transaction contemplates a $700 million revolver with
$100 drawn at closing.

Legal Overhang: TSG has a pending law suit with the Commonwealth
of Kentucky. A trial court awarded Kentucky $870 million relating
to the PokerStars' operations in the commonwealth in 2006-2011, a
period in which PokerStars operated illegally in U.S. TSG did not
own PokerStars during this period and will seek to recover the
ultimate damages, to the extent there are any, from the prior
owners. There is a seller's escrow account related to the 2014
PokerStars acquisition with approximately $300 million
contributed at the time of sale with TSG receiving about $6
million from the fund to date. The award in the meantime is being
appealed by TSG.

DERIVATION SUMMARY

TSG's closest Fitch-rated peer is GVC Holdings plc (GVC; IDR of
BB+ (EXP)). GVC is a large Europe focused online gaming company
but also has land-based retail operations in U.K. GVC's pro forma
leverage is around 3x relative to TSG's pro forma leverage that
is closer to 6x. Companies are comparable in scale; however, GVC
is more exposed to U.K. and sports betting, while TSG is more
skewed towards poker, which it dominates. Sports betting is more
fragmented and exposed to competition. Scientific Games Corp
(SGMS; b* Issuer Default Credit Opinion) is also a relevant
comparison. SGMS has comparable business risk being a diversified
global gaming supplier with some business-to-consumer exposure.
Per Fitch's 2018 forecast, SGMS leverage is around 7x and its FCF
margin is weaker at 6% as SGMS has considerable capex spending.

KEY ASSUMPTIONS

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

  -- Annual revenue growth rate of 0% for poker, 7% for legacy
sportsbook/casino business (including the Australian
acquisitions) and 10% for Sky Bet.

  -- 37% run-rate EBITDA margin taking into account 31% Sky Bet
margin.

  -- FCF of approximately $410 million-$590 million with annual
income tax of $50 million-$75 million; capex of about $140
million and interest expense of $280 million-$340 million.

  -- No dividends or M&A assumed.

Fitch's Key Assumptions Within Its Recovery Analysis

  -- Going concern EBITDA assumes a stressed situation where
TSG's EBITDA is pressured by regulatory changes and/or
intensified competition, in sports betting in particular. The
going concern EBITDA Fitch uses in the recovery analysis is 20%
lower than the pro forma EBITDA including the cost synergies.

  -- EV/EBITDA multiple of 6.5x, which is at the higher end of
multiples Fitch uses in the recovery analysis for gaming
suppliers and online gaming companies as well as for the broader
technology sector. The higher multiple reflects TSG's market
position in poker and solid EBITDA and FCF margins plus Sky Bet's
good growth prospects. The multiple also takes into account TSG's
market implied EV/EBITDA multiple generally in excess of 8x and
the recent comparable acquisitions in excess of 12x.

   -- Fitch assumes full draw on the revolver.

RATING SENSITIVITIES

Developments that May, Individually or Collectively, Lead to
Positive Rating Action

  -- Debt/EBITDA below 5x;

  -- Discretionary FCF margin sustaining above 15%.

Developments that May, Individually or Collectively, Lead to
Negative Rating Action

  -- Debt/EBITDA sustaining above 6x;

  -- Discretionary FCF margin declining into the single digit
range;

  -- TSG being ultimately liable for the Kentucky claim, with
negative rating action related to this hinging on TSG's financial
profile at the time the award is due and TSG's plan to fund the
award.

  --Sharp decline in operations perhaps related to loss of market
share in the sportsbook or casino business or an acceleration in
the decline of poker's popularity.

LIQUIDITY

Solid Liquidity: Liquidity profile is solid providing a clear
runway for deleveraging. There are no maturities for seven years,
no financial covenants on the term loan and a $700 million
revolver with $100 million drawn at closing.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:

The Stars Group Inc.

  -- Issuer Default Rating (IDR) 'B+'.

Stars Group Holdings B.V.

  -- IDR 'B+';

  -- Senior secured credit facility 'BB'/'RR2';

  -- Senior unsecured notes 'B-'/'RR6'.

Stars Group (US) Co-Borrower LLC

  -- IDR 'B+'.

TSG Australia Holdings PTY LTD.

  -- IDR 'B+'.

Naris Limited

  -- IDR 'B+'.

The Rating Outlook is Stable.


===========
P O L A N D
===========


VISTAL GDYNIA: Obtains Court Approval for Restructuring Plan
------------------------------------------------------------
Reuters reports that Vistal Gdynia SA said the judge-commissioner
has approved the company's restructuring plan under its
rehabilitation proceedings.

The company filed a restructuring plan to a court in Gdansk in
February, Reuters recounts.

Founded in 1991 and based in Gdynia, Poland, Vistal Gdynia S.A.
produces steel structures for the civil, energy, shipbuilding,
and off-shore industries in Poland and internationally.  The
company operates as a general contractor of bridges; manufactures
steel constructions and steel bridge structures; and builds
telecommunication towers, cranes, road acoustic screens,
production or sport halls, industrial constructions, and other
structures.

In October 2017, Vistal Gdynia filed for bankruptcy.


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U N I T E D   K I N G D O M
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CARPETRIGHT PLC: Posts Full-Year Loss of GBP70.5 Million
--------------------------------------------------------
BBC News reports that Carpetright has reported a full-year loss
and falling sales as the retailer struggles to turn itself
around.

The floor covering retailer agreed a rescue plan earlier this
year, under which it is closing 81 of its stores, BBC relates.

For the year to April 28, Carpetright posted a statutory loss of
GBP70.5 million, a figure that includes the cost of store
closures and asset writedowns, BBC discloses.

Like-for-like sales in the UK fell by 3.6%, with the steepest
decline coming in the second half of the year, BBC says.

Carpetright agreed a Company Voluntary Arrangement (CVA) with its
creditors in April which allowed it to shut stores, BBC recounts.
It has also raised an extra GBP65 million from shareholders, BBC
relays.

Chief executive Wilf Walsh, as cited by BBC, said the CVA offered
the chance to rebuild the firm and added: "This will be a
transitional year for the group as we work through our recovery
plan."

The company also blamed "negative publicity" around its
restructuring programme for its losses and drop in sales,
especially after Christmas, although it said that this had
lessened in recent weeks, BBC notes.

According to BBC, it said this also affected borrowing, with its
suppliers tightening the terms on which they would extend credit
for buying their goods.  As a result, its net debt has jumped to
GBP53 million, up from GBP9.8 million last year, according to
BBC.


CARILLION: Ex-Directors May Have to Contribute to Pension Scheme
----------------------------------------------------------------
Gill Plimmer at The Financial Times reports that former Carillion
directors could be forced to contribute to the collapsed
contractor's pension scheme after the pensions watchdog confirmed
it is investigating whether it has the power to do so.

The move by the Pensions Regulator came after MPs on the work and
pensions committee on June 25 urged the watchdog to go after
Carillion's former directors "for everything they've got", the FT
relates.

The regulator is considering a "contribution notice", which would
enable it to recover money from the individual directors in
addition to whatever the pension schemes or the Pension
Protection Fund get from any assets realised from the company's
liquidation, the FT discloses.

Carillion went into liquidation in January, leaving just GBP29
million cash and GBP7 billion liabilities and forcing the UK
government to step in to ensure delivery of key services such as
school meals, hospital and prison cleaning, the FT recounts.
Nearly all of its pension schemes have been taken on by the
Pension Protection Fund, reducing income for its 27,000 members,
the FT states.

The National Audit Office has suggested that as little as GBP44
million will be available to distribute to Carillion's creditors,
with the Pension Protection Fund, the industry lifeboat for
collapsed pension schemes, receiving a share of that amount, the
FT says.  Ernst & Young suggested that the PPF could get as
little as GBP12.6 million, according to the FT.

The Pensions Regulator, as cited by the FT, said: "In relation to
the pension schemes, TPR has launched an investigation to
determine if there is information that suggests we should use our
anti-avoidance powers.

"We are one of several agencies who have opened investigations.
We want to understand fully what happened, whether or not our
anti-avoidance powers could be exercised and what lessons can be
learned."

Frank Field, chairman of the work and pensions committee, has
calculated that six former directors -- Richard Adam, Richard
Howson, Philip Green, Keith Cochrane, Alison Horner and Andrew
Dougal -- earned nearly GBP17 million over a decade at Carillion,
the FT relays.

Headquartered in Wolverhampton, United Kingdom, Carillion plc --
http://www.carillionplc.com/-- is an integrated support services
company.  The Company operates through four business segments:
Support services, Public Private Partnership projects, Middle
East construction services and Construction services (excluding
the Middle East).


FABB SOFAS: Closes Paisley Store, 23 Jobs Affected
--------------------------------------------------
Daily Record reports that Fabb Sofas let go a total of 23
employees from their Paisley store and warehouse after the
business was placed into administration.

The Paisley branch -- located at Abbotsinch Retail Park on
Washington Road -- was one of nine stores across England and
Scotland which has closed, Daily Record notes.

Toby Underwood and Peter Dickens, of PwC, were appointed
administrators after Fabb Sofas announced it went into
administration, Daily Record relates.

According to Daily Record, despite achieving significant revenues
in the past few years, it has remained reliant on external
funding to support trading losses.

Bosses then tried to find a purchaser to bail them out but had to
appoint administrators after failing to attract a buyer, Daily
Record relays.

"Unfortunately, the directors have been unable to achieve a sale
of the company, and as such the directors had no option but to
appoint administrators," Daily Record quotes Mr. Underwood as
saying.

"This has resulted in making 185 employees redundant and from
[Tues]day, all of the company's nine stores across the country
will cease to trade and no further orders will be taken.

"In addition, it will not be possible to make any further
deliveries, also from [Tues]day."

The former stock of Fabb Sofas is to be auctioned off by John Pye
Auctions to manage the administration of the business, Daily
Record states.

PwC vacated the Abbotsinch premises on appointment and the site
has now been handed back to the landlord, Daily Record discloses.


INTERNATIONAL GAME: S&P Rates New EUR500MM Secured Notes 'BB+'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to International Game Technology PLC's (IGT) new
EUR500 million senior secured notes due 2024. The '3' recovery
rating indicates S&P's expectation for meaningful recovery (50%-
70%; rounded estimate: 65%) for noteholders in the event of a
payment default.

The company plans to use the proceeds from the new notes, along
with cash on hand, to redeem portions of its EUR700 million
4.125% senior secured notes due 2020 and EUR500 million 4.75%
senior secured notes due 2020 through a recently announced tender
offer and pay accrued interest, tender premiums, and transaction
fees and expenses.

All of S&P's other ratings, including its 'BB+' corporate credit
rating, on IGT remain unchanged.

The transaction will modestly improve the company's maturity
profile by extending a portion of its 2020 debt maturities. S&P
said, "However, since this is largely a debt-for-debt
refinancing, the proposed transaction does not change our
forecast for IGT's leverage. In 2018, we forecast that the
company's adjusted leverage will be in the high-4x area, which
will leave it with a minimal cushion relative to our 5x downgrade
threshold. This leverage forecast is driven largely by our
expectation that IGT will have to draw on its revolver to support
heightened cash outflows in 2018, which are primarily related to
the company's share (about EUR480 million) of the concession
payment to the Italian government to renew its Scratch & Win
(S&W) concession. We view this investment favorably because it
will continue to contribute to IGT's cash flow for the life of
the concession (nine years) and because it is important to
preserving IGT's strong market position in its lottery business.
Absent the heightened cash flows, we believe the company's
adjusted leverage would otherwise improve modestly in 2018 since
we are forecasting that its EBITDA will increase by the low- to
mid-single digit percent area. Further, we expect its adjusted
leverage to improve to the mid-4x area in 2019, which should
provide the company with sufficient cushion to absorb a potential
modest underperformance in its EBITDA while remaining below our
downgrade threshold."

S&P's base-case forecast is based on the following assumptions:

-- S&P believes a continued favorable economic climate will lead
gaming operators to increase investment in their gaming floors to
drive visitation to, and spending at, their casinos and support
continued spending on lottery games;

-- U.S. GDP growth of 2.9% in 2018 and 2.6% in 2019 and U.S.
consumer spending growth of 2.7% in 2018 and 2.4% in 2019.

-- Eurozone GDP growth of 2.3% in 2018 and 1.9% in 2019 and
eurozone consumer spending growth of 1.7% in both 2018 and 2019.
Italian GDP growth of 1.5% in 2018 and 1.3% in 2019 and Italian
consumer spending growth of 1.1% in 2018 and 1.2% in 2019;

-- Revenue increases by the low-single digit percent area in
2018 on demand in North America and the international markets for
new gaming products rolled out in 2017 and 2018, the sale of
video lottery terminals (VLTs) to Sweden at the end of the year,
and continued modest growth in global lottery sales. S&P said,
"Our forecast also incorporates a modest revenue increase in the
Italy segment from continued lotto and S&W growth, which we
believe will offset the negative impact from a partial year of
higher taxes on gaming machines (implemented in April 2017) and
the reduction in the number of amusement with prize (AWP) units.
We do not believe the revenue impact from the reduction in AWP
units will be material since we expect that the company will be
able to reduce its operating expenses (given a smaller machine
footprint) and drive higher yields on its remaining machines";

-- Adjusted EBITDA increases by the low- to mid-single digit
percent area in 2018 on revenue growth and S&P's forecast for
slightly lower year-over-year research and development (R&D)
expenses. S&P's measure of EBITDA is adjusted for non-cash stock
compensation expenses and operating lease and pension
adjustments; and

-- Revenue and unadjusted and adjusted EBITDA increase by the
low-single digit percent area in 2019 on a favorable economic
climate while expenses remain relatively flat as a percentage of
revenue.

ISSUE RATINGS -- RECOVERY ANALYSIS

Key analytical factors

S&P said, "Our simulated default scenario contemplates a default
occurring in 2023 due to a meaningful decline in the installed
base of the company's gaming machines driven by a significant
loss in market share, the loss of a major lottery management
contract, and/or a severe and sustained economic decline that
leads to a material reduction in gaming machine yield and
purchases of new machines."

IGT's capital structure consists of $1.2 billion and EUR725
million of total revolving credit commitments, a EUR1.5 billion
term loan, and several secured notes tranches issued at IGT. In
addition, there are also three tranches of notes issued at IGT's
subsidiary, International Game Technology. All of the debt has
the same guarantors and the notes issued at International Game
Technology are also guaranteed by IGT. In addition, the
collateral for the debt is a pledge of stock in International
Game Technology and Lottomatica Holding S.r.l., a subsidiary of
IGT, and any intercompany loans in excess of $10 million.
Although the notes issued by International Game Technology only
benefit from its (and its subsidiaries') stock and intercompany
notes, we do not view this limitation in the collateral relative
to the rest of the capital structure as material enough to
warrant a distinction in recovery prospects between the
International Game Technology notes and the remaining debt at
IGT. Therefore, we assume that the recovery prospects are aligned
for all of the debt in the capital structure.

S&P said, "We assume EBITDA at emergence of $1 billion,
reflecting a modest increase from our prior assumption of $960
million due to a change in the assumed exchange rate that led to
a favorable impact on reported EBITDA from the translation of
euros into dollars. This currency impact also results in somewhat
higher debt balances at our assumed default date."

S&P assumes the total revolving credit facility commitment is 85%
drawn at default.

Simplified waterfall

- Emergence EBITDA: $1 billion
- EBITDA multiple: 6.5x
- Gross recovery value: $6.5 billion
- Net recovery value after administrative expenses (5%): $6.2
   billion
- Value available for secured debt: $6.2 billion
- Secured debt: $9.2 billion
- Recovery expectation: 50%-70% (rounded estimate: 65%)

Note: All debt amounts include six months of prepetition
interest.

RATINGS LIST

International Game Technology PLC

Corporate Credit Rating            BB+/Stable/-

New Rating

International Game Technology PLC

Senior Secured
EUR500M Notes Due 2024             BB+
Recovery Rating 3(65%)


LEARNDIRECT: In Positive Discussions with Potential Buyers
----------------------------------------------------------
Robert Wright at The Financial Times reports that the UK's
largest adult training and apprenticeships provider, Learndirect,
said on June 22 it was in "positive discussions with potential
buyers" about a "solvent sale" as it sought to ward off a
financial crisis as its government funding ends.

A sale would avoid a collapse that has loomed ever since Ofsted,
the education watchdog, last year published a damning report on
Learndirect's courses, which it branded "inadequate", the FT
states.  According to the FT, the company tried to block
publication of that report, saying it might be forced into
insolvency if it were made public.

Documents seen by the FT suggest considerable work has been
undertaken on a potential "pre-pack" administration for the group
that would allow the healthier apprenticeships business to be
sold.  Under such an arrangement, a company arranges to sell some
or all of its assets and appoints an administrator to oversee the
transaction, the FT states.

The group's other arm, which undertakes adult education and is
heavily reliant on government funding that runs out on July 31,
is likely to be harder to sell, the FT discloses.

According to the FT, Learndirect said on June 22 that talks to
save the the entire group were under way.

"Learndirect Group is in positive discussions with potential
buyers for a solvent sale which the directors are confident will
protect jobs and all learners and apprentices," the FT quotes the
company as saying.


NIGHTHAWK ENERGY: Provides Update on Bankruptcy Sale Process
------------------------------------------------------------
Nighthawk Energy plc, the US-focused oil development and
production company on June 26 provided an update on the sale
process pursuant to section 363 of the US Bankruptcy Code.

Following the June 22, 2018, deadline for submission of competing
proposals to the Polaris Production Partners LLC 'stalking-horse'
bid proposal, the Company confirms that no additional bids were
received and accordingly that it has cancelled the auction
previously scheduled for June 26, 2018.  The US bankruptcy court
("Court") will conduct a hearing to approve the sale of those
assets to the stalking horse bidder ("Sale") on June 28, 2018, at
which time the Company will advise that no objections to the sale
were received by the same June 22 deadline.  Closing is expected
to occur on or around July 1, 2018.

The Company received no viable or formal proposals for a
restructuring or a recapitalization of the Company.

The net proceeds of a Sale are to be applied first in reduction
of the CBA loan and in payment of allowed expenses of
administration incurred in the course of the Chapter 11 cases.
It is expected that the Sale will yield no residual value for
shareholders, whose interests are subordinated by U.S. bankruptcy
law to the claims of creditors and expenses of administration.

The Company expects to issue a further update following the final
Court hearing on June 28, 2018.

Following completion of a Sale it is the Directors' intention
that the Company shall be wound up, and its remaining, non-
operating assets liquidated under provisions of the US Bankruptcy
Code.

                  Annual Report and Suspension

The Company notifies that, in light of the processes, it will not
be in position to notify and publish its audited annual accounts
for the year ended December 31, 2017 ("2017 Accounts") by
June 29, 2018.

The Company's securities remain suspended on AIM pursuant to the
announcement dated May 1, 2018.

                    About Nighthawk Energy

Nighthawk Energy -- http://www.nighthawkenergy.com/-- is an
independent oil and natural gas company operating in the
Denver-Julesburg (DJ) Basin of Colorado, USA.  The Debtors are
the direct and ultimate parent entities of non-debtors Nighthawk
Production LLC and OilQuest USA, LLC. The sole or primary
operating entity of the Debtors is Nighthawk Production, an oil
and gas exploration company which is organized under Delaware law
and based in Denver, Colorado.  Production's principal business
activity is the exploration for, as well as the development and
sale of, hydrocarbons, operating solely in the state of Colorado
where it holds interests in over 150,000 net mineral acres in and
around Lincoln County.  Nighthawk's common shares are publicly
listed on the London Stock Exchange (LSE:HAWK).

Nighthawk Royalties LLC and Nighthawk Energy each filed
Chapter 11 petition (Bankr. D. Del. Lead Case No. 18-10989) on
April 30, 2018.  The petitions were signed by Rick McCullough,
president.  The case is assigned to Judge Brendan Linehan
Shannon.

At the time of filing, Debtor Nighthawk Royalties estimated at
least $50,000 in assets and $10 million to $50 million in
liabilities, while debtor Nighthawk Energy estimated $100,000 to
$500,000 in assets and $10 million to $50 million in liabilities.

The Debtors retained by Greenberg Traurig, LLP as counsel; SSG
Advisors, LLC as Investment Banker; and JND Corporate
Restructuring as claims agent.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  At first glance, this list may look
like the definitive compilation of stocks that are ideal to sell
short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true value
of a firm's assets.  A company may establish reserves on its
balance sheet for liabilities that may never materialize.  The
prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.


                            *********


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,
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Editors.

Copyright 2018.  All rights reserved.  ISSN 1529-2754.

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