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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

           Friday, November 16, 2018, Vol. 19, No. 228


                            Headlines


I R E L A N D

ADIENT PLC: S&P Cuts Issuer Credit Rating to BB-, Outlook Neg.


I T A L Y

COOPERATIVA MURATORI: Moody's Lowers Corp. Family Rating to Caa2
PASTA ZARA: Barilla Offers to Buy Pasta Plant in Italy


L U X E M B O U R G

PACIFIC DRILLING: November 19 Extraordinary General Meeting Set


N E T H E R L A N D S

AI AVOCADO: Moody's Alters Outlook on B2 CFR to Stable
GLOBAL UNIVERSITY: Fitch Puts B Final LT IDR, Outlook Stable
STEINHOFF INT'L: High Court of Justice OKs SUSHI Scheme Meeting


N O R W A Y

SILK BIDCO: Moody's Affirms B2 CFR, Alters Outlook to Negative


P O L A N D

EPP NV: Moody's Affirms Ba1 Corp. Family Rating, Outlook Stable
GETIN NOBLE: Fitch Lowers Long-Term IDR to B-, Outlook Stable


P O R T U G A L

HEFESTO STC: Moody's Assigns (P)Caa3 Rating to Class B Notes


R U S S I A

CREDIT EUROPE: Fitch Affirms BB- Long-Term IDR, Outlook Stable
ROSEVROBANK: Fitch Withdraws BB IDRs Following Sovcombank Merger


T U R K E Y

TURKEY: Erdogan's AK Party Submits Bill to Tighten Bankruptcy Law


U K R A I N E

KYIV CITY: Moody's Hikes Issuer Rating to Caa2, Outlook Positive


U N I T E D   K I N G D O M

BERKETEX BRIDE: Cash Problems Prompt Administration
INTERSERVE PLC: May Ask New Investors for More Capital
JAGUAR LAND: Moody's Lowers CFR to Ba3, Outlook Negative
PATISSERIE VALERIE: CEO Steps Down Following Rescue Deal


X X X X X X X X

* BOOK REVIEW: Inside Investment Banking, Second Edition


                            *********



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I R E L A N D
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ADIENT PLC: S&P Cuts Issuer Credit Rating to BB-, Outlook Neg.
--------------------------------------------------------------
Ireland-based Adient PLC's financial results for the fourth-
quarter of 2018 and fiscal year 2018 continued to show
underperformances in its Seating business, its Seat Structures &
Mechanisms (SS&M) segment, and its Interiors joint venture. The
company also announced that it had secured an amendment to
increase its maximum leverage covenant ratio and that it would
not be issuing guidance for fiscal year 2019 until January.

S&P Global Ratings lowered its issuer credit rating on Adient PLC
to 'BB-' from 'BB'. The outlook is negative.

S&P said, "At the same time, we lowered our issue-level rating on
the company's senior secured debt to 'BB+' from 'BBB-'. The '1'
recovery rating remains unchanged, indicating our expectation for
very high recovery (90%-100%; rounded estimate: 90%) in the event
of a default.

"We also lowered our issue-level rating on the company's senior
unsecured debt to 'B+' from 'BB-'. The '5' recovery rating
remains unchanged, indicating our expectation for modest recovery
(10%-30%; rounded estimate: 25%) in the event of a default.

"The downgrade reflects the persistent operational inefficiencies
in Adient's Seating, Seat Structures & Mechanisms (SS&M), and
Interiors businesses as well as the higher commodity costs and
foreign-currency headwinds the company has been facing. While
Adient's revenue increased by 4% year-over-year in its fiscal
fourth quarter, the company reported a 36% decline in its
adjusted EBITDA for the same period.

"The negative outlook on Adient reflects that there is a one-in-
three probability we will lower our rating on the company if it
is unable to fix its operations and begin to improve its
profitability. The company would demonstrate this by improving
its EBITDA margins toward the high single digit percent area.

"We could lower our ratings on Adient if the company is unable to
show consistent operational execution, if its profitability
continues to weaken (demonstrated by its EBITDA margins falling
below 6%), or if its future business wins falter, causing us to
reassess its competitive position. Moreover, we could lower the
rating if Adient's debt-to-EBITDA metric exceeds 4x and its FOCF-
to-debt ratio remains below 5% on a sustained basis.

"We could revise our outlook on Adient to stable if the company
remedies the operational problems in its SS&M segment and overall
Seating business. The company would also need to expand its
EBITDA margins to reflect its strengthening operating efficiency
and consistent program-launch execution before we would revise
the outlook. Moreover, we would expect Adient's debt to EBITDA to
remain below 4x while its FOCF to debt stays above 10% on a
sustained basis."


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I T A L Y
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COOPERATIVA MURATORI: Moody's Lowers Corp. Family Rating to Caa2
----------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Italian construction company Cooperativa Muratori e
Cementisti C.M.C. to Caa2 from B3 and its probability of default
rating to Caa3-PD from B3-PD. Concurrently, Moody's downgraded
the instrument ratings on the group's EUR250 million and EUR325
million senior unsecured notes (due 2022 and 2023, respectively)
to Caa2 from B3. The ratings are under review for further
downgrade.

RATINGS RATIONALE

The downgrade to Caa2 reflects CMC's announcement on November 9,
that, due to structurally adverse market conditions which have
led to a further unexpected constraint in its liquidity, the
group will not pay the interest on its EUR325 million senior
unsecured notes on time, which is due November 15, 2018. Although
the documentation for the notes allows a 30 days grace period on
interest payments before there is an event of default, Moody's
considers the probability of a payment default in the coming
weeks as very high. This primarily reflects the highly uncertain
ability of the group to sufficiently improve its cash flow
generation and thereby strengthen its stretched liquidity. At
this time Moody's understands that the company will seek to
restructure its debt, and the current review of CMC's ratings
will therefore focus on the terms of this restructuring.

The group has been struggling to receive delayed payments,
including certain key receivables and advance payments, of around
EUR108 million in aggregate since the end of its second quarter
2018 (ended June 30, 2018). This has led to an unexpected
substantial increase in its working capital and net financial
debt position, amounting to EUR825 million as of June 30, 2018.

WHAT COULD CHANGE THE RATING DOWN / UP

The ratings could be further downgraded if a payment default
occurs and the recovery prospects for creditors deteriorate.

While unlikely at this time, positive pressure on the ratings
would build, if CMC's liquidity were to improve to an adequate
level.

Issuer: Cooperativa Muratori e Cementisti C.M.C.

Downgrades:

LT Corporate Family Rating, Downgraded to Caa2 from B3; Placed
Under Review for further Downgrade

Probability of Default Rating, Downgraded to Caa3-PD from B3-PD;
Placed Under Review for further Downgrade

Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 from
B3; Placed Under Review for further Downgrade

Outlook Actions:

Outlook, Changed To Rating Under Review From Negative

The principal methodology used in these ratings was Construction
Industry published in March 2017.

Cooperativa Muratori e Cementisti, headquartered in Ravenna,
Italy, is a cooperative construction company with consolidated
revenues of approximately EUR1.2 billion in 2017. Projects
include highways, railways, water dams, tunnels, subways, ports,
commercial as well as mining and industrial facilities. CMC is
the fourth largest construction company in Italy by revenue and
has long developed an international presence. Established in
1901, CMC is a mutually-owned entity with around 470 current
members.


PASTA ZARA: Barilla Offers to Buy Pasta Plant in Italy
------------------------------------------------------
Francesca Landini and Valentina Za at Reuters report that food
group Barilla said on Nov. 14 it had presented an offer to buy
the second-largest pasta plant in Italy from domestic rival Pasta
Zara to boost its production capacity.

According to Reuters, family-owned Pasta Zara has started court
proceedings to get creditor protection after its debt spiralled
out of control.  The factory, which is located near Tieste, in
northern Italy, can produce up to 280,000 tonnes of pasta a year,
Reuters relays, citing one source close to the matter.

In a separate statement, Pasta Zara said Barilla's offer was the
best solution for the group, its employees and creditors, Reuters
notes.

The source, as cited by Reuters, said that in addition to
Barilla, two foreign investors had presented offers to buy the
factory.



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


PACIFIC DRILLING: November 19 Extraordinary General Meeting Set
---------------------------------------------------------------
Pacific Drilling S.A. (OTC: PACDQ) ("Pacific Drilling" or the
"Company") on Nov. 9 disclosed that it has provided a Notice of
Extraordinary General Meeting of Shareholders and Proxy Statement
(the "Notice") for an Extraordinary General Meeting to be held on
November 19, 2018.

The Notice is being distributed to the Company's common
shareholders of record as of September 28, 2018 in advance of the
Extraordinary General Meeting, which will be held on November 19,
2018, at 10:00 a.m. (Central European Time) at the Company's
registered office, located at 8-10 Avenue de la Gare, L-1610
Luxembourg.

The Notice is available on the Company website at
www.pacificdrilling.com in the "Events & Presentations"
subsection of the "Investor Relations" section.

The Company anticipates that promptly following the Extraordinary
General Meeting on November 19, 2018 and satisfaction or waiver
of all conditions precedent to the effectiveness of the Company's
Modified Fourth Amended Joint Plan of Reorganization, the Company
will emerge from its Chapter 11 proceedings.

                     About Pacific Drilling

Pacific Drilling S.A. (OTC: PACDQ) a Luxembourg public limited
liability company (societe anonyme), operates an international
offshore drilling business that specializes in ultra-deepwater
and complex well construction services. Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem. All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion. The average
useful life of a drillship exceeds 25 years.

On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No.17-13193). The cases are pending before the Honorable Michael
E. Wiles and are jointly administered.

Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.

The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP; Evercore
Partners International LLP as investment banker; AlixPartners,
LLP, as restructuring advisor; Alvarez & Marsal Taxand, LLC as
executive compensation and benefits consultant; Ince & Co LLP and
Jones Walker LLP as special counsel; and Prime Clerk LLC as
claims and noticing agent.

The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.

The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.

The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.

The Ad Hoc Group of Various Holders of the Ship Group C Debt,
2020 Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.


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N E T H E R L A N D S
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AI AVOCADO: Moody's Alters Outlook on B2 CFR to Stable
------------------------------------------------------
Moody's Investors Service has changed the outlook of Dutch
enterprise software provider AI Avocado Holding B.V. and its
rated subsidiary AI Avocado B.V. to stable from negative.
Concurrently, Moody's has assigned a stable outlook to UNIT4 N.V.
and affirmed all ratings of AI Avocado Holding B.V. and its rated
subsidiaries.


RATIONALE FOR STABLE OUTLOOK AND RATINGS AFFIRMATION

The outlook stabilisation and rating affirmations reflect
primarily the strong improvement in Unit4's operating performance
in the first three quarters of 2018, characterised by growth in
Moody's adjusted EBITDA of close to +40%, which has led to a
significant decline in Moody's adjusted leverage (measured as
Moody's adjusted gross debt/EBITDA excluding FinancialForce.com
and after the capitalisation of software development costs) to
5.8x as of the end of September 2018, versus 7.9x in December
2017.

The strong earnings growth was driven by a sharp reduction in
personnel costs of EUR27 million versus last year and drove the
increase in EBITDA following large scale staff reductions in 2017
whose full year effect has not yet flowed through the P&L. In
addition, the group has approximately halved its restructuring
and exceptional items (which are part of Moody's adjusted EBITDA)
to under EUR15 million.

Moody's forecasts that adjusted leverage will further decrease
towards 5.0x in December 2018, underpinned by management reported
EBITDA (after the capitalisation of R&D costs) of at least EUR145
million compared to EUR117 million for the last twelve months to
September 2018, which include EUR34 million in one-off items for
Q4 2017.

The rating action also reflects Moody's expectation that Unit4
will record positive free cash flow (FCF) for the second year
running in 2018. Whilst 2017's FCF of EUR27 million was boosted
by a large working capital inflow, 2018's FCF will reflect a more
fundamental strengthening in the cash generation of the group
owing to the significant improvement in EBITDA. Moody's continues
to expect that Unit4's FCF (after interest) for 2018 will be in
the range of EUR25-35 million.

Unit4's B2 corporate family rating also positively incorporates
(1) the group's solid position in the mid-market sector of its
core geographies, (2) high switching costs for some of the
group's products and low customer churn, (3) resulting in
recurring maintenance and software subscription fees.

Conversely, Unit4's credit profile is primarily constrained by
(1) high competition in its markets (2) the lack of revenue
growth in 2017 and 2018, (3) a relatively weak FCF/debt in 2018,
as well as (4) the risk of some releveraging as a result of debt-
funded acquisitions, a refinancing or change of ownership.

Unit4's liquidity is adequate. At the end of September 2018,
Unit4 had EUR57 million of cash on balance sheet and access to a
fully undrawn EUR72 million RCF maturing in March 2020. Unit4
only has one maintenance covenant, based on total net leverage of
6.5x in 2018, against which Moody's expects the group to maintain
at least 30% headroom. The group's term loans mature in 2021.

RATING OUTLOOK

The stable outlook reflects Moody's view that Unit4 will record
modest organic revenue growth and maintain Moody's adjusted
EBITDA margins in the high 20s in percentage terms, with Moody's
adjusted gross debt/EBITDA below 5.5x and free cash flow/debt
around 5% in the next 12 to 18 months. The outlook also assumes
that FinancialForce.com does not create a management distraction
or need further financial support from Unit4. No debt-funded
acquisitions or dividends to shareholders, as well as ongoing
adequate liquidity (including a refinancing of the RCF maturing
in March 2020) are also factored into the stable outlook.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive pressure could develop over time on Unit4's ratings with
(1) a track record of consistent organic revenue growth, (2) a
sustainable reduction in Moody's adjusted gross debt/EBITDA
(excluding FinancialForce.com) towards 4.5x, (3) an increase in
FCF/debt to well above 5% on a sustainable basis, coupled with an
adequate liquidity profile and (4) a conservative financial
policy with no debt-funded acquisitions or shareholder
distributions.

Conversely, negative pressure could materialise on Unit4's
ratings if (1) the churn rate increases, (2) Moody's adjusted
gross debt/EBITDA (excluding FinancialForce.com) rises above 6.0x
again, (3) free cash flow/debt stands sustainably below 5%,
including as a result of permitted funding outflows to
FinancialForce.com, or (4) concerns arise about the group's
liquidity, including reduced headroom under the financial
maintenance covenant.

LIST OF AFFECTED RATINGS

Issuer: AI Avocado Holding B.V.

Affirmations:

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Outlook Actions:

Outlook, Changed To Stable From Negative

Issuer: AI Avocado B.V.

Affirmations:

BACKED Senior Secured Bank Credit Facility, Affirmed B2

Outlook Actions:

Outlook, Changed To Stable From Negative

Issuer: UNIT4 N.V.

Affirmations:

BACKED Senior Secured Bank Credit Facility, Affirmed B2

Outlook Actions:

Outlook, Changed To Stable From No Outlook

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
Industry published in August 2018.

AI Avocado Holding B.V. is the ultimate parent of Unit4, which is
based in the Netherlands. Unit4 is an enterprise resource
planning software and standalone financial management systems
vendor catering for mid-market companies, with between 100 and
10,000 employees. Unit4's products are focused on applications
such as finance, procurement, projects, payroll and HR. Unit4
operates in 24 countries and employs over 3,000 staff. For the
last twelve months to September 2018, Unit4 reported revenues of
EUR496 million and EBITDA before non-recurring items of EUR165
million.


GLOBAL UNIVERSITY: Fitch Puts B Final LT IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has assigned Global University Systems Holding B.V.
(GUSH) a final Long-Term Issuer Default Rating (IDR) of 'B' with
a Stable Outlook. Fitch has also affirmed Markermeer Finance
B.V.'s GBP530 million term loan B (TLB) and GBP75 million
revolving credit facility (RCF) expected senior secured ratings
of 'BB-(EXP)'/'RR2'. Both instruments are guaranteed by GUSH and
group entities. The senior secured ratings remain expected as the
TLB and RCF are being enlarged in size. If completed as planned
Fitch calculates that the Recovery Estimate will be 73% (down
from 75% originally) but still within the range compatible with a
'RR2' Recovery Rating.

GUSH is a private, for-profit, higher education provider. Group
entities include the University of Law (ULaw), online specialist
Arden University, London School of Business & Finance (LSBF) and
St Patrick's International College. GUSH's Recruitment &
Retention division represents around 30% of EBITDA and recruits
students globally, primarily for US universities and group
entities. Privately owned, the group is acquisitive. The rating
reflects inherently cash-generative operations, tempered by funds
from operations (FFO) lease-adjusted gross leverage at fiscal
year-end to November 2017 at 6.9x (FY17 net of readily available
cash: 4.6x).

The final IDR is in line with the expected rating assigned on
January 9, 2018 and follows confirmation that the acquisition of
R3 Education Inc (in the US) is expected to complete in 1Q19
using escrowed TLB funds. The conversion of the expected senior
secured ratings into final ratings is conditional upon the
completion of the additional EUR30 million of debt to the TLB and
increase of the RCF to GBP90 million.

KEY RATING DRIVERS

Recurring Diverse Income Stream: GUSH benefits from a diverse
income stream, geographically, multi-year, multi-product and
multi-delivered, also spanning vocational and professional
tuition. The group quotes high student retention rates and
successful employment rates. As at October 2018, GUSH reported
that its 4Q enrolment is in line with management's expectations
and around 63% of its FY19 revenue is now booked. This revenue
visibility enhances management of the group's cost base. Although
management does not report like-for-like sales growth, excluding
the effect of acquisitions, GUSH continues to grow organic
revenue according to enrolment numbers, using course material
across group entities, growth of online (through Arden), and
targeting part-time as well as full-time offers.

Private Education Offer and Demand: Higher education enrolment is
non-cyclical. There is a rising inherent demand for higher
education both from within the UK and particularly from emerging
countries (Africa, Asia), coupled with an attraction to study UK
qualifications in London, online, or at group entities overseas.
The prospective R3 Education Inc. acquisition adds medical
tuition alongside law, finance, accounting and arts
courses/qualifications within the GUSH portfolio.

Demand for GUSH's courses spans local and international students,
including emerging market countries across Africa and Asia. With
regards to Brexit, although there is a perception that the UK is
raising the bar for overseas visa applications, the UK government
has proposed continued free movement of students. Using 2017
data, GUSH states that only 7% of its students were EU students
at UK institutions. Similar perceptions for visa applications in
the US could affect student volumes, although management reports
little direct effect at this stage.

Acquisitive Group: Fitch expects the private entrepreneur-owned
group to continue to be acquisitive. Recent sizeable acquisitions
such as UAS (Germany) and R3 Education (US) have positive EBITDA
contributions, whereas others may take time to improve profit
levels to attain the group's aggregate 30% EBITDA profit margin.
The GUSH template of actions to improve typical acquisitions'
initial profitability is rational, but difficult to track due to
the absence of like-for-like data. The group's financial profile
continues to improve its profitability and cash generation
metrics.

Recent additions to the group are plugged into the in-house
expertise of the Recruitment & Retention division's operating
platform and the cost-saving this brings to the expanding group.
Acquisitions may well cause a spike in leverage but the group has
a healthy prospective free cash flow (FCF), which provides
capacity to deleverage within 18 to 24 months for a given size of
acquisition.

Improving Cash Generation: Compared with its historical profile,
GUSH should become more cash-generative as (i) expensive debt was
refinanced in January 2018; and (ii) the Recruitment & Retention
division's front-loaded (yet multi-year) revenue flows through to
later year's FFO for the group. This did not happen in FY16 and
FY17 as the division's revenue provision included cash flows due
to be received in years two and three, whereas the cost base is
expensed as incurred. This has the effect of flattering EBITDA in
these early years, but should make a positive contribution to
cash flow from operations (CFFO) in FY18 and thereafter.

Fitch expects the group to maintain FFO adjusted net leverage
around 4x (similar levels on an EBITDA basis), with post-
acquisition spikes, and a FFO-based fixed-charge cover ratio
greater than 3x.

DERIVATION SUMMARY

Compared with Fitch's credit opinions on private education
providers at the lower end of the single 'B' rating category,
GUSH benefits from a more diversified income footprint by
geography and by type of higher education (business,
vocational/professional, under- and post-graduate) as well as
format (traditional campus or online learning). Its ULaw and LSBF
institutions have a higher profile than some peers' portfolios.
GUSH is able to plug its acquired entities into the group's high-
margin centralised Recruitment & Retention platform, particularly
since student recruitment and marketing costs are a significant
cost burden for smaller education groups.

GUSH's FY18F FFO-adjusted gross leverage of 5.8x (net of cash:
3.9x) including prospective R3 Education acquisition EBITDA, is
better than lower-rated peers, despite most peers having FCF
capacity to deleverage quickly. However, GUSH's lack of CFFO in
FY16, improving in FY17 due to accrued income and working-capital
items, is a negative feature of the group's financial profile
compared with the more consistent profiles within Fitch's
portfolio of private education peers.

KEY ASSUMPTIONS

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

Revenue: Fitch has assumed management meets its FY18 sales
expectation of near GBP315 million (+20% yoy) given the company's
strong growth at August 2018 YTD. From FY19 onwards, Fitch has
applied Fitch's conservative assumption of 4% organic revenue
growth per year for the group. This includes +6% per year for
Academic & Professional revenue, and flat levels of revenue for
the Recruitment & Retention division. This 4% to 6% annual growth
rate is conservative given incremental revenues as courses are
developed for online and existing materials used across different
group entities.

On top of this, the R3 Education acquisition is expected to
bolster sales growth in FY19 and FY20, and Fitch has assumed
GBP50 million of acquisitions in FY20 and FY21, leading to an
incremental 6% to 7% top line growth.

EBITDA Margin: The rating case keeps costs stable as a percentage
of revenue (without including the benefits of further synergies)
thus the EBITDA margin remains at around 32%. In FY19 there is
some dilution of group margins due to the integration of R3
Education.

Tax: A 20% tax rate.

Other Items Before FFO: Revenue provisions from Recruitment &
Retention segment flows are converted to cash flow, and FFO, now
that the second and third-year income flows booked in FY15, FY16
and FY17 are scheduled to move into cash flow.

Working Capital: Post-FY18, Fitch has modelled a modest cash
inflow of GBP5 million per year given that cash deposits (from
student advance fee payments) are likely to increase as the group
expands.

Capital Expenditure: Fitch has assumed capital expenditure of
around GBP20 million per year.

Acquisitions: Fitch has assumed FCF will be used in FY20 and FY21
to acquire entities using GBP50 million cash at an acquisition
EBITDA multiple of 8x, and an EBITDA margin of 20% resulting in
revenue of around GBP31 million.

Debt Facilities: Upsize of the RCF from GBP75 million to GBP90
million (undrawn) after the planned EUR30 million of additional
debt to the TLB.

KEY RECOVERY ASSUMPTIONS

Fitch believes GUSH is likely to be sold or restructured as a
going concern rather than the liquidation route given that the
value of the business lies in the strength of its institutions
and recruiting operating platform. A going concern value amounts
to GBP545 million compared with GBP121 million liquidation value.

Based on the August 2018 LTM plus a pro forma EBITDA for the R3
Education acquisition, group EBITDA is GBP113.6 million. Fitch
maintained the EBITDA discount of 20%, which translates into a
post-restructuring EBITDA of GBP90.9 million, a level at which
the firm would be generating neutral to marginally positive FCF.
This discount is in line with peers, weighing up the stability of
GUSH's core European business schools, the risk profile of the
Recruitment & Retention division, and the visibility of revenues
(multi-year courses and new student enrolment numbers) a year
ahead. A multiple at 6x is in line with peers and reflects the
business's portfolio diversification, healthy FCF potential and
strong brands.

Fitch's Recovery Estimates are 73% for the senior secured ratings
of the RCF and TLB, which rank pari passu (previously 75%). This
expected 73% includes the RCF enlargement to GBP90 million and
planned additional EUR30 million of debt to the TLB.

RATING SENSITIVITIES

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

  - Maintaining 30% EBITDA (comparable 20% FFO) margin with
positive cash flow contribution from Recruitment & Retention,
stemming from a successful integration of lower profit-margin
acquisitions into the group.

  - FFO adjusted gross leverage below 4.5x (FFO net leverage
below 3.5x) on a sustained basis

  - FFO fixed charge cover above 2.5x on a sustained basis

  - Sustained positive FCF after acquisitions

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

  - FFO adjusted gross leverage above 6.0x (FFO net leverage
between 5.0-5.5x) on a sustained basis

  - FFO fixed charge cover below 2.0x on a sustained basis

  - EBITDA margin below 20% (and/or FFO margin below 10%).

  - FCF margin eroding to low single-digits as percentage of
sales

LIQUIDITY

Long-Dated Capital Structure: After the January 2018 refinancing,
GUSH has a GBP530 million secured multi-tranched TLB dated 2024
and a GBP75 million RCF 2023 (EUR26 million drawn at 3Q18). The
TLB's euro tranche proceeds of EUR93.3 million have been escrowed
for the prospective R3 Education acquisition and are expected to
be released when the acquisition goes ahead by early 2019. Under
the terms of the documentation, proceeds are escrowed until April
2019.

GUSH has significant cash balances. This will vary according to
the period-end and the group's cycle of taking student deposits
(upfront, semi-annual, or instalments during the year). The
highest cash balance is in September/October period rather than
the group's end-November year-end.

FULL LIST OF RATING ACTIONS

Global University Systems Holding B.V.

Long-Term IDR: assigned at 'B'/Stable

Markermeer Finance B.V.

Senior secured rating: GBP530 million Term Loan B (TLB): affirmed
at 'BB-(EXP)'/'RR2'/73%

Senior secured rating GBP75 million Revolving Credit Facility
(RCF): affirmed at 'BB-(EXP)'/'RR2'/73%


STEINHOFF INT'L: High Court of Justice OKs SUSHI Scheme Meeting
---------------------------------------------------------------
Steinhoff International Holdings N.V. (the "Company" and with its
subsidiaries, the "Group") announced on October 5, 2018 (the
"October 5 Announcement") that its subsidiary Mattress Firm, Inc.
(together with its U.S. subsidiaries, "Mattress Firm") was taking
steps to implement a pre-packaged plan of reorganization through
the voluntary filing of cases under Chapter 11 of the US
Bankruptcy Code (the "Mattress Firm Filing").  In conjunction
with the Mattress Firm Filing, Mattress Firm also secured certain
financing arrangements that come into effect upon completion of
the implementation of the plan of reorganization and Mattress
Firm's exit from the Chapter 11 proceedings that are intended to
support its business going forward.

Further to the October 5 Announcement, and in relation to the
Mattress Firm Filing, the High Court of Justice in England and
Wales, on October 24, 2019, granted Stripes US Holding, Inc.
("SUSHI"), a direct subsidiary of Steinhoff Europe AG ("SEAG"),
permission to convene a scheme meeting for the creditors affected
by the English scheme of arrangement proposed by SUSHI (the
"SUSHI Scheme") for the purpose of considering and, if thought
fit, approving the SUSHI Scheme.  SUSHI currently has a revolving
credit facility (the "SUSHI RCF") under which it owes certain
lenders (the "SUSHI RCF Lenders") approximately US$200 million.
Pursuant to the SUSHI Scheme, it is intended that the SUSHI RCF
Lenders will exchange their rights under the SUSHI RCF for
substantially similar rights under a new RCF between, among
others, SEAG (as borrower) and the Company (as guarantor), with
the SUSHI RCF being cancelled.

The documents published in connection with the SUSHI Scheme are
being posted to SUSHI RCF Lenders and are available on the Lucid
website at www.lucid-is.com/sushi.

The SUSHI Scheme is expected to become effective on or around 16
November 2018.

The Group restructuring otherwise continues in accordance with
the terms of the lock-up agreement entered into by the Company on
July 11, 2018 (the "LUA").  Further to its announcement of
October 19, 2018 (the "October 19 Announcement"), the Company is
pleased to report that the requisite consents have been provided
by creditors in respect of certain proposed amendments to clause
17.5 of the LUA relating to the mechanics by which the
Restructuring (as defined in the October 19 Announcement) may be
undertaken.  The Company will continue to provide updates as
appropriate.

Shareholders and other investors in the Company are advised to
exercise caution when dealing in the securities of the Group.

Steinhoff International Holdings NV's registered office is
located in Amsterdam, Netherlands.



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SILK BIDCO: Moody's Affirms B2 CFR, Alters Outlook to Negative
--------------------------------------------------------------
Moody's Investors Service has changed to negative from stable the
outlook of Silk Bidco AS, the owner of Norwegian cruise operator
Hurtigruten AS. Concurrently, the rating agency has affirmed the
B2 corporate family rating and B2-PD probability of default
rating as well as the B2 ratings assigned to the company's
existing senior secured bank facilities, consisting of a EUR575
million Term Loan B and a EUR85 million revolving credit
facility.

The rating action follows the launch by Hurtigruten of a proposed
repricing and add-on on its existing Term Loan B. Hurtigruten
will use the proceeds from the proposed EUR80 million add-on to
(1) refinance an existing NOK400 million bond, sitting outside of
the restricted group; (2) add cash on the balance sheet to fund
capital expenditures for refurbishments in the context of the new
government contract; and, (3) pay transaction fees and expenses
linked to the transaction.

"The change in outlook to negative reflects Hurtigruten's very
high leverage for the B2 rating category and its continued
aggressive debt-financed capital expenditures which will strain
free cash flows and liquidity in the next 18 months", says
Guillaume Leglise, a Moody's Assistant Vice-President and lead
analyst for Hurtigruten. "The affirmation at B2 reflects the
positive earnings trends posted in recent quarters and the solid
earnings growth prospects owing to solid advance customer
bookings and the delivery of two explorer vessels in 2019" adds
Mr Leglise.

RATINGS RATIONALE

The change in outlook to negative reflects the anticipated
increase in Hurtigruten's gross debt/EBITDA ratio (as adjusted by
Moody's and pro forma of the add-on) by around 60 basis points to
6.6x as of September 30, 2018 (as adjusted by Moody's) from an
estimated 6.0x as at end-September 2018. Its gross leverage ratio
(as adjusted by Moody's) has consistently been above 6.5x in the
last two years which is above Moody's parameter to maintain the
B2 rating.

While favorable business fundamentals and increasing pre-bookings
should support higher earnings over time, leverage will remain
elevated in the next 18 months owing to the upcoming debt-
financing of two new explorer vessels, which will be delivered
respectively in Q1-19 and Q4-19. Hurtigruten's gross debt will
peak in 2019 due to the financing of these newbuilds, implying a
leverage of above 7.0x, although Moody's notes that the new
vessels are pre-financed without any corresponding earnings. When
taking into account the full year contribution of the new
vessels, whose bookings are well oriented, Moody's estimates that
the company's leverage to trend to below 6.0x in the next 18
months. But this hinges on Hurtigruten successfully converting
current customer bookings into profitable growth and improved
margins. This also assumes that there will be no additional delay
in the delivery of the newbuilds, which have already been delayed
by 2 quarters due to financial difficulties at the Kleven
shipyard.

In addition, Moody's views the transaction as an illustration of
fairly aggressive financial policies because part of the proceeds
will be used to refinance a NOK400 debt instrument sitting
outside of the restricted group.

The affirmation of Hurtigruten's CFR at B2 reflects the company's
improving operating performance in 2018 as well as its solid
earnings growth prospects in the next 12 to 18 months,
underpinned by advance customer bookings and the delivery of two
new explorer vessels in 2019.

Pro forma of the proposed transaction and under Moody's
theoretical scenario of no access to debt capital markets,
Hurtigruten's liquidity profile appears stretched. Following the
transaction, Hurtigruten is expected to have a cash balance of
NOK835 million and a fully undrawn EUR85 million RCF. However,
Hurtigruten faces substantial capital expenditures in the next 18
months which will translate into negative free cash flows.
Furthermore, not all of the proceeds of the transaction will be
used to fund internal projects or to beef up liquidity because a
portion of the proceeds will leave the restricted group to repay
debt. As a result, and using the rating agency's assumptions for
earnings and cash flows, Moody's anticipates that liquidity is
likely to weaken substantially in the next 12 to 18 months absent
any action by the company to shore up existing liquidity sources.

Hurtigruten's additional capital investments will be used to
upgrade 6 vessels with liquefied natural gas engines by end-2020.
This switch to LNG is planned in the context of the new contract
with the Norwegian State, which entails strict limits on CO2
emissions. In March 2018, Hurtigruten was awarded two of the
three available packages under the new public contract. This new
contract, which will run for 10 years from January 2021, will
translate into more flexibility to run pure commercial cruises
because Hurtigruten will only use 7 ships compared to 11 ships
under the current contract. The new contract represents a lower
total compensation from the government (around NOK158 million
lower revenues per year) and will ultimately translate into more
exposure to cruise activities, which are highly seasonal and
prone to potential shift in travel demands. Nevertheless the new
contract represents an increased compensation per vessel and is
likely to result in better overall profitability for the company
in spite of the fewer number of contracted ships given the
reduced fuel costs associated with LNG and reduced costs for the
ships no longer operating under the government requirements.

The CFR is also constrained by Hurtigruten's (1) moderate scale
and narrow business profile with a primary focus on the Norwegian
west coast cruise market; (2) high operational leverage, with a
high-fixed-cost structure and sizeable exposure to bunker fuel
price volatility; and (3) the high seasonality and capital
intense nature of its operations.

At the same time, the rating incorporates Hurtigruten's (1) well-
established competitive positioning and differentiated offer in
the niche Norwegian and explorer cruise markets; and (2) good
forward-looking revenue visibility and growing customer base,
notably in the explorer segment, which will support earnings
growth.

STRUCTURAL CONSIDERATIONS

The CFR is assigned at Silk Bidco AS which is a holding company
and top entity of the restricted group. The capital structure
primarily consists of a EUR655 million senior secured term loan B
(including the proposed add-on) maturing in 2025 and a EUR85
million senior secured RCF due in 2024. Both instruments are
rated B2, in line with the CFR, with a loss given default
assessment of 3 (LGD3). Under the terms of the loan agreement and
the intercreditor agreement, the RCF and Term Loan B rank pari
passu. These facilities benefit from a guarantee from guarantors
representing not less than 80% of group EBITDA. Both instruments
are secured, on a first-priority basis, by substantially all
assets of the group, including ship mortgages over 10 vessels,
certain share pledges, intercompany receivables and bank
accounts.

From 2019, Hurtigruten's capital structure will include the
financing for the two new explorer vessels, which will consist in
two tranches of at least EUR120 million each from Export Credit
Norway. Both facilities will be guaranteed by Silk Bidco AS and
Hurtigruten. Because these debt instruments are secured by
specific vessels, Moody's considers that they would rank pari
passu with the RCF and Term Loan B.

The PDR of B2-PD reflects the use of a 50% family recovery
assumption, reflecting a capital structure including bank debt
and loose covenants, with RCF lenders relying only on one
springing net senior secured leverage financial covenant.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects Hurtigruten's current weak
positioning in the B2 category, owing to its very high leverage
and sustained negative free cash flow generation. Despite the
solid underlying business of the company, with growing demand,
increasing pre-bookings, a weak Norwegian kroner and still
relatively low bunker prices, Moody's believes that Hurtigruten
positive earnings growth trajectory will be largely offset by
substantial capital investments and aggressive financial
policies, which will continue to weigh on free cash flows and
liquidity in the next 18 months.

WHAT COULD CHANGE THE RATINGS DOWN/UP

Moody's could upgrade the ratings if Hurtigruten (1) improves its
profitability; (2) achieves and maintains positive free cash flow
generation; and, (3) maintains an adequate liquidity profile.
Quantitatively, stronger credit metrics such as a Moody's
adjusted (gross) debt/EBITDA comfortably below 5.5x on a
sustainable basis could trigger an upgrade.

Conversely, Moody's could downgrade the ratings if Hurtigruten's
operating performance weakens and deviates from Moody's current
expectations. Quantitatively, failure to bring adjusted (gross)
debt/EBITDA below 6.5x in the next 18 months could trigger a
downgrade. Downward pressure on the rating could also be exerted
if liquidity profile is not improved.

PRINCIPAL METHODOLOGY

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

Headquartered in Norway, Hurtigruten is a cruise ship operator
that focuses mainly on coastal cruises in Norway, which
represented around 78% of its revenue (including government
contract) in the 12 months to September 30, 2018. The remaining
20% of its revenue was generated by the explorer division
(expeditions into Arctic waters and the Antarctic) and the land
based division (accommodation and land-based activities in
Spitsbergen). The company operates a fleet of 14 ships, which are
characterised by their medium size and their ability to carry
passengers, cargo and mail, and run cruise operations. In the 12
months to September 30, 2018, the company generated revenue and
EBITDA (as adjusted by the company) of NOK5.4 billion (around
EUR558 million) and NOK1.2 billion (around EUR122 million),
respectively.


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EPP NV: Moody's Affirms Ba1 Corp. Family Rating, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 corporate family
rating of EPP N.V., a real estate company that owns and manages
shopping centres in Poland (A2 stable). The outlook on the rating
is stable

In line with its methodology, EPP's reference Ba1 CFR is equal to
the senior secured rating, which means that any hypothetical
senior unsecured instrument will have a Ba2 rating, one notch
lower compared to the CFR. EPP's reference rating could
transition to the level of the senior unsecured rating if
unsecured borrowing made up the clear majority of its funding mix
and there was a clear commitment to maintain a majority of
funding on unsecured terms over the long-term.

RATINGS RATIONALE

The Ba1 rating is supported by the company's solid portfolio of
large shopping centers that are spread across major Polish cities
and are well positioned within their catchment areas. The
company's cash flow and asset values are supported by favourable
macroeconomic fundamentals and strong underlying demand drivers
for its properties. An experienced management team with a good
track record of quickly responding to the fast changing retail
landscape will help sustain the current 98.4% occupancy and
improve footfall and retail sales at its centres. Other key
strengths underpinning the rating include (1) a solid Moody's-
adjusted fixed charge coverage above 3x expected over the next 18
months, (2) a long dated debt maturity profile with no
refinancing needs until 2021, and (3) supportive shareholders
with Redefine Properties Limited (Baa3 stable), who owns 39% of
the shares, and PIMCO and Oaktree who directly and indirectly own
11% and have regularly contributed equity to support EPP's growth
strategy.

Counterbalancing these strengths are (1) a sector-wide structural
currency mismatch embedded with the leases is a potential long-
term risk that could force the company, along with its
competitors, to reduce rents if the zloty devalues significantly
against the euro (2) a heavy reliance on secured debt and little
tangible unencumbered assets (3) a moderately raised business
risk until the EUR410 million (expected completion value) Galeria
Mlociny Warsaw shopping development, that is largely pre let,
opens in April 2019 (4) lack of full property management control
over the M1 portfolio and the Warsaw development, although
current contractual arrangements allow the company to gain full
control over time.

The company's somewhat elevated leverage of 53% over the next 12-
18 months as measured by Moody's-adjusted gross debt / total
assets is a weakness. Leverage is slightly above 55% when fully
consolidating Galeria Mlociny that is currently accounted for
under the equity method. Moody's expects the company to gradually
manage leverage closer to its stated 45% medium term target,
possibly supported by an equity raise.

The company's liquidity is good, supported by EUR57 million cash
balance as of June 2018, as well as its EUR120 million
availability under a committed loan with a large institutional
debt and equity investor. Moody's expects EPP to generate
approximately EUR100 million of operating cash flows after
interest and tax in 2019. The main uses of cash include payments
of dividend of approximately EUR95 million per annum and
committed payments for the acquisition of M1 assets: second
tranche in June 2019 with fair value of EUR229 million and
purchase consideration (excluding debt) of EUR75 million and
third tranche in June 2020 with fair value of EUR114 million and
purchase consideration of EUR48 million.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects its expectation that the company will
continue to generate stable cash flow while retaining high
occupancy levels and a balanced growth strategy. The outlook is
based on the assumption that EPP maintains good liquidity at all
times. The outlook also reflects a favourable operating
environment.

FACTORS THAT COULD LEAD TO AN UPGRADE

An upgrade is unlikely until Galeria Mlociny is operational and
stabilised, and the company continues to demonstrate a track
record of executing on its business plan. Other factors that
could lead to an upgrade include:

  - Leverage as measured by Moody's-adjusted gross debt / total
assets is sustained below 45%, alongside financial policies that
support the lower leverage

  - Moody's-adjusted fixed charge coverage sustained above 3x

  - Unencumbered assets ratio sustained above 30% with better
than average quality of unencumbered assets compared to the
company's overall portfolio

  - Prudent liquidity management, elimination of any funding risk
and supported by a clearly stated financial policy

FACTORS THAT COULD LEAD TO A DOWNGRADE

  - Leverage, as measured by Moody's-adjusted gross debt / total
assets, above 55% on an ongoing basis

  - Moody's-adjusted fixed charge coverage falls below 2.25x

  - A widespread and persistent inability to maintain footfall,
sales per square metre or occupancy in its core shopping centres

  - A sharp deterioration of the Polish zloty against the euro
that would force the company to heavily discount rents on a long-
term basis

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was REITs and Other
Commercial Real Estate Firms published in September 2018.

COMPANY PROFILE

EPP N.V. is one of the top owners and managers of food, fashion
and entertainment anchored shopping centres in Poland. At June
30, 2018, EPP owned 24 income producing properties with a value
of more than EUR2 billion, including 18 retail properties and 6
office buildings. The retail properties represented around 85% of
the company's assets with average value of EUR95 million and more
than 35,000 sqm average size. In addition, the company has been
developing two shopping centres in Warsaw -- EPP is currently
developing a shopping centre in the North of Warsaw and owns a
development site in the centre of Warsaw. EPP is a carve-out from
Echo Investment, a leading Polish listed developer. The company
is publicly listed on the Luxembourg and Johannesburg stock
exchanges with a market capitalization of 1.1 billion euros as of
November 7, 2018.


GETIN NOBLE: Fitch Lowers Long-Term IDR to B-, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has downgraded Getin Noble Bank SA's Long-Term
Issuer Default Rating to 'B-' from 'B+' and the bank's Viability
Rating to 'b-' from 'b+'.

The downgrade reflects Fitch's opinion that Getin's viability
prospects have weakened due to heightened capitalisation
pressure. The bank breached its minimum regulatory capital
requirements in 1H18, mainly due to a combination of high losses
and increased capital requirements (predominantly related to
foreign-currency (FC) mortgages). The Stable Outlook on Getin's
Long-Term IDR reflects broadly balanced risks related to its
credit profile.

KEY RATING DRIVERS

IDRS, VR and NATIONAL RATING

The IDRs and National Rating of Getin are driven by its
standalone strength, as reflected in its VR.

The VR primarily reflects significant deficiencies in the bank's
capitalisation. Fitch calculated that Getin's Fitch Core Capital
ratio decreased to 6.4% at end-1H18 (end-2017: 8.7%). Its
transitional Tier 1 ratio was 9.2% and its total capital adequacy
ratio was 11.8%, both below regulatory minimum requirements of
12.2% and 14.6%, respectively. The transitional ratios
progressively phase in the impact of IFRS 9, with only 5% being
recognised in 2018, 15% in 2019 and the total by end-2022. On a
fully loaded basis (with no IFRS 9 phase in) Getin's regulatory
ratios were 6.8% and 9.5%, respectively.

Getin has agreed with the regulator to cover its capital
shortfall by end-2019, which is ambitious in its view. However,
Fitch considers that a limited margin of safety remains, given
the presence of a rehabilitation plan, which has been agreed with
the regulator and is to be completed by end-2021.

Getin's majority shareholder (Leszek Czarnecki) has made a
commitment to support the bank. He has already injected PLN390
million of fresh equity and plans to provide an additional PLN550
million of capital (including guarantees for a PLN450 million
additional Tier 1 capital issue) by end-2019. Nevertheless, Fitch
estimates that Getin will need to generate a similar amount of
capital internally, which is likely to be challenging in light of
its impaired ability to generate profits.

Fitch expects the bank to report a third consecutive annual loss
in 2018, despite a supportive domestic operating environment,
driven by high loan impairment charges (LICs) and subdued
revenues. However, its results in 4Q18 should improve as the
growth in higher-margin loans picks up and credit losses
normalise.

Getin's weak pre-impairment results suffer from a high, albeit
improving, cost of funding, material regulatory cost and loan
deleveraging driven by capital pressure and a reduced risk
appetite. Fitch believes that the turnaround in the bank's
performance will be a lengthy process due to its high stock of
low-yielding FC mortgages. These loans (22% of gross loans at
end-1H18) trap capital, bring about significant volatility and
leave the bank vulnerable to a depreciation of the Polish zloty
against the Swiss franc. Getin's weak results should be viewed in
light of its exemption from the bank levy until the completion of
its rehabilitation programme.

At end-1H18, Getin reported an impaired loans ratio of 15%
(sector average: about 6%), which, despite a modest improvement
from the end of 2017, renders its asset quality weak. Fitch
expects its impaired loans to stabilise in 2H18 and 2019 due to
tightened underwriting standards, constraints to risk-taking
under the rehabilitation programme and materially improved
coverage of bad debts by allowances.

The latest vintage indicators show lower default rates, but loans
disbursed under tighter criteria represented only a fraction of
all outstanding loans at end-1H18, which are dominated by risky
legacy mortgages. Fitch therefore expects this ratio to remain
high. Fitch expects the bank's LICs to improve in 2H18 and 2019
due to higher coverage of bad debts and largely seasoned legacy
loans. At end-1H18, Getin's ratio of all loan-loss allowances to
impaired loans rose to 66% (sector average: 70%) from 44% at end-
2017, mainly as a result of IFRS 9 implementation.

Fitch considers Getin's funding to be a rating strength, as it is
mainly based on granular retail savings, despite a small rise in
the ratio of gross loans/customer deposits to 99% at end-1H18
(sector average: 94%). Granular household savings accounted for
80% of total deposits, but most (72%) are sourced in the form of
term deposits. As these are considerably more expensive, it leads
to Getin having a higher cost of funding than its peers. Overall,
the strength of Getin's customer relationships is worse than its
peers. Balancing this weaker profile of funding, the bank
maintains an adequate coverage of short-term liabilities by
liquid assets. Getin's liquidity buffer equalled about 11% of
assets and the liquidity coverage ratio was 129%.

Getin is a medium-sized, but the largest privately owned, bank in
Poland. At end-1H18, it was ranked ninth by assets and its market
shares in loans and deposits equalled about 4%.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating Floor of 'No Floor' and the Support Rating of
'5' for Getin express Fitch's opinion that potential sovereign
support of the bank is possible, but cannot be relied upon. This
is underpinned by the Polish resolution legal framework, which
requires senior creditors to participate in losses, if necessary,
instead of, or ahead of, a bank receiving sovereign support.

RATING SENSITIVITIES

IDRS, VR and NATIONAL RATING

The IDRs and National Rating of Getin are sensitive to changes in
its VR.

Getin's VR is primarily sensitive to its ability to execute its
recapitalisation plan by end-2019 and to be able to generate
sufficient capital to reach regulatory minimum requirements in a
timely manner. Its ability to achieve this would be sensitive to
an improvement in structural profitability, as well as to a
reduction in LICs.

An upgrade of Getin would require strengthening of its capital
ratios above the regulatory minimums coupled with a record of
restored profit generation capacity. A material reduction in
impaired loans, repossessed assets and FC mortgages would also be
rating positive.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of Getin's Support Rating and upward revision of the
Support Rating Floor would be contingent on a positive change in
the sovereign's propensity to support the bank, which Fitch does
not expect.

The rating actions are as follows:

Long-Term IDR: downgraded to 'B-' from 'B+'; Outlook Stable

Short-Term IDR: affirmed at 'B'

National Long-Term Rating: downgraded to 'BB-(pol)' from
'BB+(pol)'; Outlook Stable

Viability Rating: downgraded to 'b-' from 'b+'

Support Rating: affirmed at '5'

Support Rating Floor: affirmed at 'No Floor'



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HEFESTO STC: Moody's Assigns (P)Caa3 Rating to Class B Notes
------------------------------------------------------------
Moody's Investors Service has assigned provisional long-term
credit ratings to the following Notes to be issued by Hefesto,
STC, S.A.:

EUR[84,000,000] Class A Asset-Backed Floating Rate Notes due
[November 2038], Assigned (P)Baa3 (sf)

EUR[14,000,000] Class B Asset-Backed Floating Rate Notes due
[November 2038], Assigned (P)Caa3 (sf)

Moody's has not assigned any ratings to EUR[25,000,000] Class J
Asset-Backed Variable Return Notes due [November 2038] and
EUR[3,100,000] Class R Notes due [November 2038].

This is the second transaction backed by non-performing loans
("NPLs") rated by Moody's with loans originated by a Portuguese
bank. With this transaction Banco Santander Totta, S.A. ("BST")
((P)Baa3 / Baa2 / Baa2(cr)) has tapped the NPL securitisation
market for the first time. The assets supporting the Notes are
NPLs with a gross book value of EUR[480.7] million. The total
issuance of Class A, Class B and Class J Notes is equal to
EUR[123.0] million, [25.6]% of the GBV. The NPLs consist of
defaulted secured loans, equal to EUR[234.8] million, which are
backed by residential, commercial/industrial properties and land
located in Portugal. The mortgage loans were extended to both
individuals as well as companies. Of the EUR[234.8] million GBV
of the defaulted mortgage loans, EUR[60.0] million are backed by
mortgages that are of a second or lower ranking lien. The pool
further contains unsecured defaulted loans, for an amount equal
to around EUR[245.9] million, extended to individuals, as well as
companies.

The secured portfolio will be serviced by Whitestar Asset
Solutions, S.A. and HG PT, Unipessoal, Lda. The unsecured
portfolio will be serviced by Proteus Asset Management,
Unipessoal, Lda. in their role as special servicers. The
servicing activities performed by the servicers are monitored by
the monitoring agent.

GAM -- Guincho Asset Management, S.A. (NR) has been appointed as
asset manager at closing. The asset manager will be a limited
liability company with the exclusive purpose of managing and
promoting the disposal of the properties to third parties from
enforcement on the mortgage loans. The asset manager will not
benefit from the statutory segregation and the privileged credit
entitlement foreseen in the Portuguese Securitisation Law.
However, a number of contractual mechanisms have been put in
place to mitigate the risk of the asset manager's insolvency and
mitigate the risk of third party claims being made against the
asset manager.

RATINGS RATIONALE

Moody's ratings reflect an analysis of the characteristics of the
underlying pool of defaulted loans, sector-wide and originator-
specific performance data, protection provided by credit
enhancement, the roles of external counterparties and the
structural integrity of the transaction.

In order to estimate the cash flows generated by the pool,
Moody's used a model that, for each loan, generates an estimate
of: (i) the timing of collections; and (ii) the collected
amounts, which are used in the cash flow model that is based on a
Monte Carlo simulation.

Collection Estimates: The key drivers for the estimates of the
collections and their timing are: (i) the historical data
received from the special servicers, which shows the historical
recovery rates and timing of the collections for secured and
unsecured loans; (ii) the portfolio characteristics; and (iii)
benchmarking with comparable EMEA NPL transactions.

Portfolio is split as follows: (i) [18.0]% in terms of GBV of the
defaulted borrowers are individuals, while the remaining [82.0]%
are companies; (ii) loans representing around [51.1]% of the GBV
are unsecured loans, while the remaining [48.9]% of the GBV are
secured loans, where of about [25.5]% in terms of GBV are secured
with a second or lower ranking lien; and (iii) of the secured
loans, [43]% are backed by residential properties, and the
remaining [57]% by different types of non-residential properties.

Hedging: As the collections from the pool are not directly linked
to a floating interest rate, a higher index payable on the Notes
would not be offset with higher collections from the pool. The
transaction therefore benefits from an interest rate cap, linked
to six-month EURIBOR, with Banco Santander S.A. (Spain) (A2 /
A3(cr)) as cap counterparty. The cap will have a floating strike.
The interest rate cap will terminate in November 2026.

Transaction Structure: The transaction benefits from an
amortising Cash Reserve equal to around [3.7]% of the Class A
Notes balance (equivalent to EUR[3.1] million initially), which
will be funded through a Class R Note retained by the seller.
However, Moody's notes that the Cash Reserve is not available to
cover Class B Notes' interest and that unpaid interest on Class B
Notes is deferrable and accruing interest on interest. Additional
secured and unsecured expense accounts will be opened in the name
of the issuer and the amounts standing to the credit of these
accounts will be available to cover senior costs and expenses
relating to the secured and unsecured loans, respectively. At
closing, these accounts will be funded at EUR[0.5] million the
secured residential and commercial expenses accounts and
EUR[0.25] million the unsecured expenses account.

Servicing Disruption Risk: Moody's has reviewed procedures and
practices of Whitestar, Hipoges and Altamira and found these
parties acceptable in the role of special servicers. The
monitoring agent will help the issuer to replace the servicer(s)
in case the servicing agreement with either Whitestar, Hipoges or
Altamira is terminated. The reserve fund together with the
expenses accounts should be sufficient to pay around 12 months of
interest on the Class A Notes and items senior thereto,
calculated at the strike price for the cap. The limited liquidity
in conjunction with the lack of a back-up servicer means that
continuity of Note payments is not ensured in case of servicer
disruption. This risk is commensurate with the rating assigned to
the most senior Note.

True Sale and Transfer of Security: the assignment of the secured
loans can only be deemed effective against third parties
following registration of such assignment on behalf of the issuer
and the asset manager. Registration will allow the issuer and the
asset manager to request the substitution of BST as creditor in
the proceedings. Once the registration is completed the
assignment is valid from the date the application of registration
was accepted. Moody's expects to assign definitive ratings once
the registration application is accepted by the land registry for
the whole secured mortgage pool.

Cash Flow Modelling: Moody's used its NPL cash-flow model as part
of its quantitative analysis of the transaction. Moody's NPL
model enables users to model various features of a European NPL
ABS transaction -- including recovery rates under different
scenarios, yield as well as the specific priority of payments and
reserve funds on the liability side of the ABS structure.

The principal methodology used in these ratings was "Moody's
Approach to Rating Securitisations Backed by Non-Performing and
Re-Performing Loans" published on August 2016.

Moody's issues provisional ratings in advance of the final sale
of securities, but these ratings only represent Moody's
preliminary credit opinion. Upon a conclusive review of the
transaction and associated documentation, Moody's will endeavour
to assign definitive ratings to the Notes. A definitive rating
may differ from a provisional rating. Moody's will disseminate
the assignment of any definitive ratings through its Client
Service Desk. Moody's will monitor this transaction on an ongoing
basis.

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

Factors that may lead to an upgrade of the ratings include that
the recovery process of the defaulted loans produces
significantly higher cash flows/collections in a shorter time
frame than expected. Factors that may cause a downgrade of the
ratings include significantly less or slower cash flows generated
from the recovery process compared with its expectations at
close, due to either a longer time for the courts to process the
foreclosures and bankruptcies, a change in economic conditions
from its central scenario forecast, or idiosyncratic performance
factors. For instance, should economic conditions be worse than
forecasted and the sale of the properties would generate less
cash flows for the issuer or it would take a longer time to sell
the properties, all these factors could result in a downgrade of
the ratings. Additionally, counterparty risk could cause a
downgrade of the ratings due to a weakening of the credit profile
of transaction counterparties. Finally, unforeseen regulatory
changes or significant changes in the legal environment may also
result in changes of the ratings.



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


CREDIT EUROPE: Fitch Affirms BB- Long-Term IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Russia-based Credit Europe Bank's
Long-Term Issuer Default Rating at 'BB-' with a Stable Outlook.

KEY RATING DRIVERS

CEBR'S IDR AND VR

CEBR's IDR is driven by the bank's standalone profile, as
reflected by its 'bb-' Viability Rating (VR). The affirmation
reflects the bank's solid capitalisation and reasonable other
financial metrics (including asset quality and profitability), as
well as decreased refinancing risks as it is now predominantly
customer-funded. The ratings also capture the bank's limited
franchise, exposure to Russia's volatile retail consumer finance
segment (53% of gross loans at end-1H18), high concentrations and
dollarisation (69% of the total) of corporate lending and a tight
liquidity cushion.

Asset quality metrics are reasonable, with Stage 3 loans
equalling a moderate 8% of total loans at end-1H18. These
included non-performing loans (NPLs, overdue more than 90 days),
which were 7% of total loans, and other credit impaired loans.
Stage 2 loans, mostly represented by restructured exposures, made
up a further 4%.

The retail loan portfolio is of reasonable quality, despite the
volatile nature of Russia's consumer finance segment, as
demonstrated by Stage 3 loans accounting for 6% of total retail
loans at end-1H18 (Stage 2: 3%). NPL origination, defined as the
increase in retail loans overdue above 90 days, plus write-offs,
divided by average performing retail loans (annualised) moderated
to a low 2% in 1H18 (down from 4% in 2017, 5% in 2016) and was in
low single digits across all product types except mortgages (12%
annualised), which account for just 5% of the total retail
portfolio. NPLs in the retail portfolio were almost fully covered
by loan loss allowances (LLAs).

The quality of the corporate loan book is moderate, with Stage 3
loans equalling 10% of total corporate loans at end-1H18. These
comprise NPLs (7.5%, down from 10% at end-1H17) and credit
impaired loans. Stage 2 loans were a further 4% of total
corporate loans. Stage 2 and 3 loans were covered by LLAs by 25%
and 49%, respectively, levels Fitch views as reasonable given a
solid coverage by hard collateral. On the other hand, the
corporate book is highly-concentrated by borrowers as the 25
largest exposures made up a high 69% of total corporate loans (or
1.6x of Fitch Core Capital; FCC). Fitch considers exposure to the
potentially vulnerable construction and real estate sector, and
high dollarisation of the corporate loan book (69% at end-1H18)
as asset quality weaknesses, although management expects that
some of the larger foreign currency-denominated exposures will be
partly syndicated by its sister banks within the Fiba group.

CEBR's underlying profitability has been moderate, with pre-
impairment operating profit down to about 4% of average total
loans in 6M18 from 5.6% in 6M17. Although CEBR's cost of funding
(8%) is higher compared with the market average, the bank
demonstrates a sound net interest margin of 8.6% thanks to a
sizeable proportion of higher-yielding retail loans. Elevated
impairment charges (over 70% of pre-impairment operating profit
in 1H18, mostly on Stage 3 loans in the corporate book) and still
high operational expenses (58% of gross revenues in 1H18)
resulted in moderate annualised ROAA and ROAE in 1H18 of 0.8% and
4.5%, respectively.

The bank's capitalisation is solid, as demonstrated by the FCC
ratio of about 17% at end-1H18. The regulatory Tier 1 ratio is
tighter (due to a substantial operational surcharge and higher
statutory risk weightings for unsecured retail loans and also
accounting of interim profits as a Tier 2 component before being
audited) but was also a reasonable 11%, comfortably above the
7.875% regulatory minimum including buffers. Total regulatory
capitalisation is additionally supported by old-style
subordinated debt (remaining value RUB2 billion), which matures
in late 2019. The adoption of IFRS 9 has had a moderate effect on
CEBR's capital (about 5% of end-2017 equity). In Fitch's view,
planned earnings retention and moderate profitability should
support the bank's capitalisation, although some decrease in
capital adequacy ratios might occur given the loan book growth.

CEBR decreased refinancing risk in 2016, replacing wholesale
funding with customer deposits and it is now predominantly
customer-funded (83% of total liabilities at end-1H18). The
loans-to-customer deposits ratio is generally stable at 128%
(end-2017: 121%). The bank's remaining RUB5 billion debt (a small
12% of total funding) mostly matures in 2019 and management
expects to refinance it with issuance of a similar bond to keep
funding diversification.

CEBR's nominal franchise and undiversified business model are
constraining factors on the rating. The bank had a small market
share of less than 0.2% of system assets at end-8M18, with market
shares in the retail segment ranging from about 1% in credit
cards to above 3% in point of sale loans.

CEBR's liquidity cushion, defined as liquid assets (cash and
equivalents and short-term interbank placements) net of total
potential cash uses in the next 12 months (debt and bank loans to
be repaid), only covered a modest 12% of customer deposits at
end-1H18. In Fitch's view, the bank's liquidity profile could
come under pressure at a time of stress, given the price-
sensitivity of its customer accounts.

SUPPORT RATING AND SUPPORT RATING FLOOR

Following the completion of CEBR's spin-off from CEB in September
2018, Fitch downgraded CEBR's Support Rating to '5' from '4'
since Fitch cannot reliably assess the ability and propensity of
Fiba Group, the bank's new majority shareholder, to provide
extraordinary support in case of need.

CEBR's Support Rating Floor of 'No Floor' reflects Fitch's view
that support from the Russian authorities cannot be relied upon
due to the bank's low systemic importance.

SENIOR AND SUBORDINATED DEBT

CEBR's old-style subordinated debt is rated one notch below the
bank's VR, reflecting below-average recovery prospects for this
type of debt.

RATING SENSITIVITIES

The ratings could be downgraded in case of a substantial
deterioration in CEBR's asset quality that would weigh on the
bank's capitalisation and/or a decrease in capital ratios due to
lending growth exceeding internal capital generation, or dividend
payments.

The upside potential is currently limited, although broadening of
the bank's franchise and business model and further improvement
in asset quality and profitability metrics, while maintaining
strong capitalisation and a stable funding profile would be
credit positive.

The rating actions are as follows:

Long-Term IDR: affirmed at 'BB-', Outlook Stable

Short-Term IDR: affirmed at 'B'

Viability Rating: affirmed at 'bb-'

Support Rating: affirmed at '5'

Support Rating Floor: affirmed at 'No Floor'

Subordinated debt (issued by CEB Capital SA): affirmed at 'B+


ROSEVROBANK: Fitch Withdraws BB IDRs Following Sovcombank Merger
----------------------------------------------------------------
Fitch Ratings has withdrawn Russia-based Rosevrobank's ratings,
including its 'BB' Long-Term Issuer Default Ratings. The
withdrawal follows the full legal merger with its parent, PJSC
Sovcombank (SCB; BB/Stable; bb), on November 12, 2018, as a
result of which REB ceased to exist as a separate legal entity.

KEY RATING DRIVERS

There have been no material changes since the previous rating
action in August 2018 when Fitch upgraded REB's IDRs and VR along
with those of SCB following the completion of the acquisition of
REB by SCB without realisation of any contingent risks.

SCB's 'BB' Long-Term IDRs ratings are unaffected by the merger,
as REB has been consolidated into SCB's financial accounts since
April 2018. However, SCB's standalone regulatory capital ratios
should improve by about 1pp, as its equity investment into REB
will no longer be deducted from regulatory capital.

RATING SENSITIVITIES

Not applicable.

The rating actions are as follows:

Long-Term Foreign- and Local-Currency IDRs: 'BB'; Outlooks
Stable; withdrawn

Short-Term Foreign-Currency IDR: 'B'; withdrawn

Viability Rating: 'bb'; withdrawn

Support Rating: '3'; withdrawn



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


TURKEY: Erdogan's AK Party Submits Bill to Tighten Bankruptcy Law
----------------------------------------------------------------
Nevzat Devranoglu and Ali Kucukgocmen at Reuters report that
President Tayyip Erdogan's AK Party on Nov. 13 submitted a bill
to parliament to tighten Turkey's bankruptcy law aimed at
preventing what the government says is abuse of the regulation by
some healthy companies.

According to Reuters, a section of the current law is designed to
give struggling firms temporary protection from creditors.  Since
going into effect eight months ago, it has seen a surge in
applicants, officials and bankruptcy lawyers say, as a currency
crisis has pushed the inflation rate to 25% and shaken the
economy, Reuters discloses.

Officials had previously told Reuters the government was working
on a revision to the law, saying that some companies had sought
temporary protection -- known as "concordato" in Turkey -- even
though they were not in distress.

The bill submitted on Nov. 13 requires changes to required
documentation, limits the number of institutions that can
evaluate applicants, and adds a clause that applications may be
rejected if the applicant is believed to be attempting to damage
creditors, Reuters states.

To file for concordato, a company applies to the court and
declares its debts, receivables and assets, to prove its
inability to pay its debt in time, Reuters says.  It also
supplies a plan for repayment, according to Reuters.

If it is approved, the court appoints trustees to the firm to
renegotiate its debt over a three-month period that can be
extended for up to 23 months, Reuters discloses.  During this
time, the court can freeze its debt, allowing the company to
continue operating, Reuters notes.



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


KYIV CITY: Moody's Hikes Issuer Rating to Caa2, Outlook Positive
----------------------------------------------------------------
Moody's Public Sector Europe has upgraded the City of Kyiv's
issuer rating to Caa2 from Caa3; the rating's outlook remains
positive.

This rating action follows the city's improved financial
performance and successful restructuring of all of the city's
foreign currency denominated debt, which eases Kyiv's refinancing
pressure.

RATINGS RATIONALE

The rating action on the City of Kyiv reflects Moody's view that
the creditworthiness of the city has materially improved setting
the base for a greater resilience to external shocks. The
improvement, reflected in the upgrade of Kyiv's baseline credit
assessment (BCA) to caa2 from caa3, stemmed from an expanded
revenue base while the city contains growth in expenses. The
revenue base benefited from a change in central government tax
entitlements, increased transfers and high inflation that
positively influenced the nominal growth of taxes.

Kyiv's operating surpluses averaged 33% of operating revenue over
the last three years compared with 14% in 2014. According to
Moody's projections Kyiv will post strong, albeit declining,
operating margins at around 30% of operating revenue in 2018-19
on the back of accumulated spending pressures and ongoing minimum
wage increases.

Kyiv benefits from its capital status and remains one of the
wealthiest cities in the country, posting a GDP per capita of
340% of the national level. According to Moody's, Ukraine's GDP
growth should peak at 3.5% in 2018 before slowing to 3.2% in
2019. While Moody's expects that the gradual economic recovery
will translate into rising receipts from shared taxes and own-
source revenues, at the same time the city's financial
performance will remain volatile due to the lack of stability of
the central government subsidies amid overall weakness of
sovereign public finances and unpredictable changes in the
institutional framework.

The upgrade of Kyiv's issuer rating also reflects the city's
successful completion of the exchange of $101 million of the
remaining portion of $250 million Eurobond that was in default
since 2015 for new loan participation notes due in 2022, which
significantly relieves financial pressure from the city's budget.

Kyiv's direct debt has gradually fallen to a relatively moderate
34% of operating revenue in 2017 from a peak of 85% in 2013
following the previous restructuring of the city's foreign
currency debt via conversion into sovereign bonds, with a 25%
haircut, and the repayment of the local-currency bonds. At
present the city's direct debt consists of $351 million
liabilities to the central government and $115 million loan
participation notes. Moody's notes that the city's debt is fully
denominated in US dollars, which exposes Kyiv to foreign currency
risk.

Moody's also notes that despite its improved financials, City of
Kyiv's rating remains constrained from the significant systemic
risks reflected in the Caa2 rating on the sovereign government
bonds and the fact that the city is neither sufficiently
insulated from national market risks nor has sufficient fiscal
autonomy to hold a rating exceeding the sovereign level.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook on Kyiv's rating reflects the city's
continuity in pursuing positive financial results and debt
reduction and mirrors the sovereign outlook.

Good budgetary execution and growing financial surpluses have
strengthened Kyiv's cash reserves averaging 10% of total
expenditures in 2017, which provides a comfortable financial
cushion against potential budgetary pressures and to absorb debt
service from 2019 onwards. Latest available data indicate that
Kyiv's average cash reserves will comfortably cover debt
servicing costs falling due in the next 12 months by 1.1x.

WHAT COULD MOVE THE RATING UP/DOWN

An upgrade of Kyiv's rating would require a similar change in
Ukraine's sovereign rating associated with a continuation of good
budgetary performance, adequate liquidity position and low-to-
moderate debt levels. Moreover, any improvement in the local
governments' expenditure flexibility and ability to raise
additional own source revenues would be considered positively.

A deterioration of the sovereign credit strength would apply
downward pressure on Kyiv's rating given the close financial,
institutional and operational linkages between the two tiers of
governments. Significant financial deterioration driven by
systemic or individual factors or an unexpected sharp increase in
debt as well as the emergence of liquidity risks would also exert
downward pressure on the rating.

The reason for the deviation reflects Moody's recognition of
significant improvement in the city's financial metrics,
including its debt profile and liquidity.

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

Sovereign Issuer: Ukraine, Government of

GDP per capita (PPP basis, US$): 8,754 (2017 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 2.5% (2017 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 13.7% (2017 Actual)
Gen. Gov. Financial Balance/GDP: -1.4% (2017 Actual) (also known
as Fiscal Balance)

Current Account Balance/GDP: -2.2% (2017 Actual) (also known as
External Balance)

External debt/GDP: [not available]

Level of economic development: Very Low level of economic
resilience

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

SUMMARY OF MINUTES FROM RATING COMMITTEE

On November 09, 2018, a rating committee was called to discuss
the rating of the Kyiv, City of. The main points raised during
the discussion were: The issuer's fiscal or financial strength,
including its debt profile, has materially increased.

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



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


BERKETEX BRIDE: Cash Problems Prompt Administration
---------------------------------------------------
Business Sale reports that Berketex Bride has gone into
administration due to rising cash problems.

According to Business Sale, the bridal store has ceased all
trading operations, and its outlets will be closed from Nov. 20
onwards.

Customers awaiting orders have been asked to contact Wilson
Field, the insolvency practice instructed to assist the company,
Business Sale discloses.

"A Notice of Intent to appoint an administrator was lodged with
the court on November 9," Business Sale quotes a spokesman for
the firm as saying.  "Once appointed, an administrator will look
at the viability of different aspects of the business and other
options which may include the sale of the brand, stock and the
website."

The business employed about 80 people and had annual sales of
GBP1.5 million, Business Sale states.

Berketex sold wedding dresses, bridesmaids' dresses and other
accessories.  Its branches included concessions in Debenhams and
had shops in Manchester, Sheffield, Bristol, Leeds, Newcastle,
Birmingham, Nottingham, Leicester, Croyden, London's West End,
Chester, Edinburgh, Glasgow and Dublin.


INTERSERVE PLC: May Ask New Investors for More Capital
------------------------------------------------------
According to The Financial Times' Matthew Vincent, a BBC report
claimed Interserve was "set to ask new investors for more
capital", but suggested its share price had collapsed on a
"growing realisation that existing investors will get a worse
deal than those prepared to commit fresh cash".

According to the FT, this implied a discounted share issue that
would dilute the holdings of any existing investors unable to
take part, while giving new investors a chunk of the the cash-
strapped, debt-ridden government contractor at a knockdown price.

In response, Interserve notably did not deny the report, the FT
notes.  And one person familiar with its thinking indicated a
refinancing of debt could be sought, saying "new money is an
option on the table", the FT relates.  However, whether investors
put any down is another matter entirely, the FT states.


JAGUAR LAND: Moody's Lowers CFR to Ba3, Outlook Negative
--------------------------------------------------------
Moody's Investors Service has downgraded Jaguar Land Rover
Automotive Plc's corporate family rating to Ba3 from Ba2 and its
probability of default rating to Ba3-PD from Ba2-PD as well as
all senior unsecured instrument ratings to Ba3 from Ba2. The
outlook is negative.

"The downgrade to Ba3 reflects JLR's continued weak operating
performance in the first and second quarter of its fiscal year
2019 (ending March 2019) which is below Moody's expectations and
results in financial metrics that are well below the Ba2 rating
category," says Falk Frey, a Senior Vice President and lead
analyst for JLR. "The negative outlook reflects the significant
challenges JLR faces to quickly turnaround the negative
performance trend against the heightened market risks regarding
sizable weaker Chinese market demand, headwinds from rising input
costs and fuel prices, potential adverse impacts from the outcome
of the Brexit negotiations," Frey adds.

RATINGS RATIONALE

Over the past 6 months of JLR's fiscal year 2019 (which ends on
March 31, 2019) operating performance has further weakened and
been clearly below its expectations. This has been mainly caused
by more difficult market conditions in China and continued
weakness in diesel car sales in Europe and UK. For the first half
year (Apr-Sept 2018) of JLR's FY2019 the company reported a
decline in retail volumes of 4.1% (wholesale volumes -10.1%)
compared with H1 2018. This resulted in a decline in revenues by
8.9% or GPB1.1 billion to GBP10.9 billion and an EBITDA of GBP836
million (7.7% reported EBITDA margin) down from GBP1,188 million
in H1 2018. Reported EBIT was a negative GBP232 million versus a
GBP398 million profit in H1 2018.

Consequently, Moody's adjusted financial metrics for the last
twelve month period (LTM 09/2018) have deteriorated further to an
adjusted gross debt to EBITDA (leverage) of 4.8x compared with
2.5x at FY2018 as a result of a negative free cash flow of GBP2.2
billion compared with GBP1.1 billion in FY2018.

Moody's positively notes that JLR has announced a cost savings
and efficiency plan that should result in GBP2.5 billion
improvements over the next 18 months. Yet, against the backdrop
of heightened market risks including uncertainties regarding
Brexit risks and associated costs, weakening car market demand in
China, rising input costs from higher raw material prices as well
as rising fuel prices the prospects of a rapid turnaround as well
as the company's confidence of improvements in H2 FY2019 are
challenging in its view.

LIQUIDITY

JLR's liquidity profile has weakened over the last 6 months given
its sizable cash consumption. However as of September 30, 2018 it
is deemed as adequate. Moody's expects the company will have
sufficient cash sources, comprising of readily available cash,
funds from operations and undrawn committed credit lines to cover
its cash uses over the next 12-18 months, including capex, debt
repayments, cash for day-to-day operations, working capital and
dividend payments. JLR has access to its GBP1,935 million
revolving credit facility due in July 2022 (undrawn) with no
financial covenants.

RATING OUTLOOK

The negative outlook reflects the significant challenges JLR
faces to quickly turnaround the negative performance trend
against the heightened market risks regarding a weaker Chinese
car demand, sizable headwinds from rising input costs and fuel
prices, potential adverse impacts from the outcome of the Brexit
negotiations. Furthermore the negative outlook reflects execution
risks regarding JLR's announced cost and efficiency improvement
programme given the need keep a high level investments in order
to reduce emissions and the target to offer electrified models
across the group's overall model range.

WHAT COULD CHANGE THE RATINGS DOWN/UP

JLR's ratings could be further downgraded in case of (1) failure
to demonstrate material improvements in operating performance as
a result of recently announced cost and efficiency measures; (2)
a further increase in leverage (Debt/EBITDA) to consistently
exceed 5.0x; (3) failure to return to profitability levels of at
least 2% EBITA margin or (4) a further deterioration in JLR's
liquidity position as a result of continued high negative free
cash flows

Given the negative outlook an upgrade within the next 12-18
months is less likely, however could be envisaged should JLR be
able to (1) reduce leverage (Debt/EBITDA) to below 3.5x; improve
EBITA margin to sustainably above 4% and (3) materially reduce
negative free cash flow and turn positive within the next two
years.

Issuer: Jaguar Land Rover Automotive Plc

Downgrades:

LT Corporate Family Rating, Downgraded to Ba3 from Ba2

Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD

Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3 from
Ba2

Outlook Actions:

Outlook, Changed To Negative From Stable

The principal methodology used in these ratings was Automobile
Manufacturer Industry published in June 2017.


PATISSERIE VALERIE: CEO Steps Down Following Rescue Deal
--------------------------------------------------------
Camilla Hodgson at The Financial Times reports that the chief
executive of troubled cafe chain Patisserie Valerie has resigned
with immediate effect, weeks after shareholders approved a rescue
deal for the company.
Patisserie Holdings' CEO Paul May resigned on Oct. 15 to be
replaced by turnround specialist Stephen Francis, effective
immediately, the FT relates.  However, executive chairman
Luke Johnson, who came under fire from investors during the
shareholder meeting this month, is to remain in place, the FT
notes.
In October, Patisserie Valerie was rocked by revelations of
material accounting irregularities, which prompted the
resignation of finance director and company secretary Chris
Marsh, the FT recounts.

According to the FT, in financial dire straits, Patisserie
Holdings told shareholders a rescue package -- made up of GBP20
million of interest-free loans from Mr. Johnson and GBP15 million
to be raised through a heavily discounted share sale -- was the
"only available course of action."

The fundraising was agreed in November, though some investors
attacked Mr. Johnson for refusing to share additional information
about the source of the company's difficulties, the FT discloses.



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


* BOOK REVIEW: Inside Investment Banking, Second Edition
--------------------------------------------------------
Author: Ernest Bloch
Publisher: Beard Books
Softcover: 440 Pages
List Price: US$34.95
Order your personal copy at
http://www.beardbooks.com/beardbooks/inside_investment_banking.ht
ml

Even though Bloch states that "no last word may ever be written
about the investment banking industry," he nonetheless has
written a definitive book on the subject.

Bloch wrote Inside Investment Banking after discovering that no
textbook on the subject was available when he began teaching a
course on investment banking. Bloch's book is like a textbook,
though one not meant to be limited to classroom use. It's a
complete, knowledgeable study of the structure and operations of
the field of investment banking. With a long career in the field,
including work at the Federal Reserve Bank of New York, Bloch has
the background for writing the book. He sought the input of many
of his friends and contacts in investment banking for material as
well as for critical guidance to put together a text that would
stand the test of time.

While giving a nod to today's heightened interest in the
innovative securities that receive the most attention in the
popular media, Inside Investment Banking concentrates for the
most part on the unchanging elements of the field. The book takes
a subject that can appear mystifying to the average person and
makes it understandable by concentrating on its central
processes, institutional forms, and permanent aims. The author
shows how all aspects of the complex and ever-changing field of
investment banking, including its most misunderstood topic of
innovative securities, leads to a "financial ecology" which
benefits business organizations, individual investors in general,
and the economy as a whole. "[T]he marketplace for innovative
securities becomes, because of its imitators, a systematic
mechanism for spreading risk and improving efficiency for market
makers and investors," says Bloch.

For example, Bloch takes the reader through investment banking's
"market making" which continually adapts to changing economic
circumstances to attract the interest of investors. In doing so,
he covers the technical subject of arbitrage, the role of the
venture capitalist, and the purpose of initial public offerings,
among other matters. In addition to describing and explaining the
abiding basics of the field, Bloch also takes up issues regarding
policy (for example, full disclosure and government regulation)
that have arisen from the changes in the field and its enhanced
visibility with the public. In dealing with these issues, which
are to a large degree social issues, and similar topics which
inherently have no final resolution, Bloch deals indirectly with
criticisms the field has come under in recent years.
Bloch cites the familiar refrain "the more things change, the
more they remain the same" and then shows how this applies to
investment banking. With deregulation in the banking industry,
globalization, mergers among leading investment firms, and the
growing number of individuals researching and trading stocks on
their own, there is the appearance of sweeping change in
investment banking. However, as Inside Investment Banking shows,
underlying these surface changes is the efficiency of the market.

Anyone looking for an authoritative work covering in depth the
fundamentals of the field while reflecting both the interest and
concerns about this central field in the contemporary economy
should look to Bloch's Inside Investment Banking.
After time as an economist with the Federal Reserve Bank of New
York, Ernest Bloch was a Professor of Finance at the Stern School
of Business at New York University.


                            *********

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-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

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

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

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


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