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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 23, 2018, Vol. 19, No. 233


                            Headlines


A U S T R I A

AI ALPINE: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable


G E R M A N Y

CTC BONDCO: Fitch Affirms B Issuer Default Rating, Outlook Stable


I T A L Y

ALITALIA SPA: FS Seeks Partnership with Number of Airlines


N E T H E R L A N D S

LEVERAGED FINANCE III: S&P Cuts Class E Notes Rating to 'D (sf)'
STEINHOFF INT'L: Provides Update on Restructuring, Governance


P O L A N D

IDEA BANK: Central Bank Temporarily Eases Reserve Requirements


P O R T U G A L

HIPOTOTTA NO. 5: S&P Affirms CCC- (sf) Rating on Class F Notes


S P A I N

DIA: Prepares Refinancing Agreement with Banks


S W I T Z E R L A N D

TRANSOCEAN LIMITED: Egan-Jones Lowers Senior Unsec. Ratings to B


U N I T E D   K I N G D O M

INMARSAT PLC: S&P Lowers Long-Term ICR to 'BB', Outlook Negative
JOHNSTON PRESS: Committee Seeks Details on PPF Pension Concerns
JOHNSTON PRESS: S&P Lowers Long-Term Issuer Credit Rating to 'D'


X X X X X X X X

* BOOK REVIEW: Inside Investment Banking, Second Edition


                            *********



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A U S T R I A
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AI ALPINE: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit
rating to Austria-based engine manufacturer AI Alpine AT BidCo
GmbH (Alpine). The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue rating
with a '3' recovery rating to the senior secured first lien term
loan B and RCF. This indicates our expectation of meaningful
recovery (50%-70%; rounded estimate 55%) in the event of payment
default. We also assigned our 'CCC+' issue rating, with a '6'
recovery rating to the subordinated second lien facility. This
indicates our expectation of a negligible (0%-10%; rounded
estimate 0%) in the event of a payment default.

The action follows the receipt and review of audited,
unqualified, consolidated statements for GE Distributed Power as
of Dec. 31, 2017 and Dec. 31, 2016. The ratings are in line with
the preliminary ratings we assigned on Sept. 24, 2018. The total
financing has increased in aggregate by $20 million to $1,842.5
million. This includes an upsizing of the first lien senior term
loan B facility by $40 million (relating to the euro tranche of
$1,125 million) and a downsizing of the subordinated second lien
facility by $20 million (now including a U.S. dollar tranche of
$85 million). The now higher issuance amount remains in line with
our assessment of the group's financial risk profile. S&P further
views FFO to cash interest of about 2.5x as consistent with the
rating level.

S&P said, "Our rating on Alpine is constrained by its highly
leveraged capital structure. We also note Alpine's exposure to
the cyclical oil and gas (O&G) end markets through its Waukesha
business (around 20% of fiscal year 2017 revenues), limited
application diversification compared with larger more-established
incumbents, a reliance on factoring for working capital
requirements, and revenues concentrated geographically (in Europe
and North America). We also understand there are product
reliability issues pertaining to a limited number of cylinder
heads in circulation, which at this stage appear to be contained.
These factors are partly mitigated by Alpine's healthy S&P Global
Ratings-adjusted margins (approaching above average for capital
goods manufacturers) and favorable trends in the distributed
power (DP) sector. Growth in DP is being driven by a shift to
renewables, requiring peak load balancing; a shift from diesel to
more emission-friendly gas, driven by regulation; an aging
installed capacity (including constraints preventing larger
capital projects); and tailwinds from the recent recovery in O&G
production. We also note Alpine's high proportion of aftermarket
(AM) service revenues (approximately 50% of 2017 revenues,
providing recurring cash flows, for example through long-dated
service agreements), market share across developed markets
(particularly in power generation below 5 megawatts [MW] in
capacity), and its technology leadership with a focus on
efficiency."

"We expect Alpine as a combined group to reach revenues of around
$1,560 million and S&P Global Ratings-adjusted EBITDA of about
$265 million in 2018. Alpine has around 3,000 employees and is
present in over 100 countries. It operates across the power
generation and gas compression segments, offering reciprocating
engines. Alpine's group revenues ($1,330 million for the
financial year ending Dec. 31, 2017) are either sourced through
direct-to-end-customer business (32%) or via sales partners
(68%). A significant portion of revenues is generated in Europe
(50%), followed by North America (17%). AM revenues increased
from 22% of group revenues in 2007 to 51% in 2017, which we view
as a significant strength compared with competitors. Service
revenues are generated via transactional and contractual
offerings and supported by a dedicated services organization
(over 450 employees in 25 countries) covering the life cycle of
an engine. Transactional services (around 67% of group service
revenues) are naturally shorter term and include spare parts,
engine overhauls, modifications, and upgrades. Contractual
services (around 33%) are multi-year agreements of approximately
five to 10 years, which provide full servicing and performance
guarantees and currently cover around 20% of the engines in
operation. Given a large and expanding installed base, Alpine is
looking to shift and expand from transactional parts to
contractual services and agreements, which secure longer-term
customer commitments and recurring cash flow generation. Digital
solutions include an asset performance management application
that allows customers to monitor platforms and increases customer
retention in the case of major overhauls. We understand that
renewal rates are currently above 80%, which we also view as
credit positive."

Power generation (around 80% of group revenues): Founded in 1959,
Jenbacher (JB) is an Austrian manufacturer that was acquired by
GE in 2003. The engines are paired with generators to create
electricity for consumption and can also provide thermal power,
where we see increasing demand. They deliver, on average, power
output of 0.2MW-10.4MW and 17,000 units are in operation
worldwide (with an average age of nine years). Customers include
utilities, independent power producers, commercial, and
industrials (including power backup for factories, residential
complexes, and data centers). JB has six core platforms that are
increasing in power capacity, with historical revenues driven by
Type 4 and 6 variants (representing around 22% of the installed
base). The engines feature a modular design (which can be scaled
to meet customer requirements) with servicing almost equally
driven by contractual and transactional revenues. JB also has a
long history of innovation, with several first-to-market
developments that we view as credit positive and which we believe
support brand equity and customer retention.

Gas compression (approximately 20% of group revenues): Founded in
1906, Waukesha (WK) is an American manufacturer that GE acquired
in 2011. The engines are paired with gas compressors to transport
gas across pipelines. They deliver a power output of 0.2MW-3.6MW,
on average, and 19,000 units are in operation worldwide (with an
average age of 20 years). Customers include oil and natural gas
producers (including servicing oilfield power generation).
Servicing is only driven by transactional revenues and therefore
less stable than JB. WK has three core platforms that are
increasing in power capacity, with historical revenues driven by
the higher-margin VHP engine (representing approximately 41% of
the installed base). Although WK provides some diversification,
it also operates in a competitive and cyclical end-market, which
we believe limits its ability to mitigate adverse economic
conditions. This was demonstrated when WK's revenues dropped from
a high in 2014 to a low in 2016 (representing a peak to trough
decline of around $275 million) as a result of the O&G downturn
in North America.

S&P said, "We forecast group revenue growth in the next few years
will be driven by a ramp-up and commercialization of core
platforms, including further market penetration on the recently
introduced J920 and future new variants such as the JB Type 5. We
expect revenues will also be boosted by increased market share in
currently underpenetrated markets -- such as China via a
dedicated salesforce -- and increased AM business, driven by an
increasing installed base and upsells backed by digital
offerings. We also forecast EBITDA margin expansion -- supported
by a flexible cost base and invested programs -- and driven by
operational efficiencies of WK's new manufacturing site in
Welland, Canada (with full transfer expected in 2019). In
comparison to Waukesha, Welland is expected to increase
productivity and reduce personnel costs. The facility also has
the added benefit of being able to manufacture JB platforms. We
expect positive FOCF generation to be driven, in part, by lower
capital expenditure (capex) and research and development (R&D)
requirements. GE invested around $200 million in the Welland
facility and approximately $250 million in next generation
platforms -- JB J920, Type 5 and WK VHP Series 5. Consequently,
we forecast that Alpine will begin reducing leverage, although
2019 is expected to be a transitional year given one-off
restructuring and carve-out related costs hitting both margins
and cash flows."

S&P's base case assumes:

-- Real global GDP growth of 3.8% and 3.7% annually in 2018 and
    2019. S&P expects European real GDP will increase by 2.3% and
    1.7%, respectively, in 2018 and 2019, and by 2.8% in 2018 and
    2.2% in 2019 for North America.

-- A rise in long-term natural gas demand, primarily driven by
    coal-fired utilities switching to natural gas and increased
    liquid natural gas (LNG) use. Natural gas capacity additions
     through 2019 will drive WK volumes, although a slowdown of
     new export facilities will affect momentum in 2020.

-- S&P expects strong reported revenue growth of over 15% in
     2018 to around $1,560 million (versus $1,330 million reported
     in 2017) supported by a robust order book and driven by
     increased volumes of JB (J920, Type 4 and 6 engines) and WK
     (VHP engine). Revenues to flatten in 2019 with marginal
     growth of about 2%, in part due to temporary market
     saturation hitting JB volumes.

-- S&P Global Ratings-adjusted EBITDA margins of about 17% in
    2018 (versus 15% in 2017) primarily driven by revenue growth,
    lower cost of production staff, and other operational and
    manufacturing efficiencies. Lower adjusted EBITDA margins at
    around 12%-13% in 2019 (due to restructuring costs of about
    $70 million) but normalizing to around 16%-17% in 2020
    (incorporating additional restructuring costs of about $14
    million).

-- Minimal capex, excluding capitalized R&D, of about $10
     million in 2018 (as a result of a funded asset base and
     cost-cutting measures by GE) but normalizing to about $30
     million from 2019. R&D, primarily relating to the upgrade of
     the core product range (JB Type 4, 6 and WK VHP), of about 4%
     of sales across 2018 and 2019.

-- Alpine to operate predominantly on a stand-alone basis, with
    some intercompany dependencies with GE requiring separation.
    One-off carve-out and restructuring related expenses of about
    $108 million in 2019, depressing cash flows.

-- Operating leases of around $36 million (relating to a sale
     and leaseback transaction), pension obligations of around $40
     million, and provisions (relating to cylinder head
     reliability issues) of around $19 million have all been
     capitalized to debt to arrive at S&P Global Ratings-adjusted
     leverage measures.

-- The RCF is expected to be drawn by $125 million at close,
    representing a short-term factoring bridge.

-- No dividends or other shareholder returns are expected at
    this stage.

-- No bolt-on or other acquisitions have been forecast.

Based on these assumptions, S&P arrives at the following credit
measures:

-- S&P Global Ratings-adjusted debt to EBITDA at around 7.8x,
    adjusted FFO to debt at around 7.0% and FFO to cash interest
    of 2.5x in 2018.

-- Higher leverage and weaker coverage ratios in 2019 due to
    carve-out and restructuring expenses, with an improving
    profile thereafter. S&P expects adjusted debt to EBITDA at
    around 7.5x-7.7x, FFO to debt at around 7.3%-7.5%, and FFO to
    cash interest at around 2.5x-2.7x in 2020.

S&P said, "The stable outlook reflects our view that the GE
Distributed Power carve-out will be well managed, with Alpine
successfully realizing manufacturing efficiencies. We expect
healthy S&P Global Ratings-adjusted EBITDA margins of around 17%
in 2018 supported by revenue growth and operating efficiencies.
We forecast a highly leveraged capital structure with S&P Global
Ratings-adjusted debt to EBITDA at around 7.8x at year-end. We
also expect 2019 to be a transitional year with break-even
reported FOCF and lower adjusted EBITDA margins of around 12%-13%
due to one-off carve-out and restructuring-related costs of
around $108 million. However, we anticipate significantly
positive reported FOCF thereafter, at above $100 million, to
drive leverage reduction. We view FFO to cash interest greater
than 2.5x to be in line with the rating level.

"We see little headroom at the current rating level and could
take a negative rating action if Alpine's FFO to debt or EBITDA
margins deteriorated materially. This could result from higher-
than-expected restructuring costs, and factoring or weaker-than-
expected reciprocating engine demand affecting revenues. Weaker-
than-anticipated FOCF or cash interest coverage could also lead
us to downgrade Alpine. Such a scenario could result from deeply
negative reported FOCF in 2019, reported FOCF below $100 million
in 2020, or FFO to cash interest not reaching 2.5x. The floating
rate nature of the liabilities could pressure our coverage
measures as the Federal Reserve, as well as other central banks,
tighten monetary policies. A dividend recapitalization or a
weakening of the liquidity position could also result in a rating
action."

An upgrade is unlikely at this stage, but could materialize if
Alpine consistently achieved FFO to debt above 12% and debt to
EBITDA below 5x on an S&P Global Ratings-adjusted basis. Any
rating upside would hinge on maintaining these stronger credit
metrics and a commitment to a more conservative financial policy,
including refraining from dividend recapitalizations or other
forms of shareholder remuneration.


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CTC BONDCO: Fitch Affirms B Issuer Default Rating, Outlook Stable
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Fitch Ratings has affirmed CTC BondCo GmbH's Long-Term Issuer
Default Rating (IDR) at 'B' with a Stable Outlook. Fitch has also
affirmed the senior secured loan rating of 'B+'/'RR3'/69%
assigned to the term loan B (TLB) borrowed by CTC AcquiCo GmbH, a
direct subsidiary of CTC BondCo GmbH, and the senior note rating
of 'CCC+'/'RR6'/0% assigned to the EUR406 million 5.25% senior
notes due 2025, issued by CTC BondCo GmbH, which indirectly owns
CeramTec, a Germany-based manufacturer of high-performance
ceramics for healthcare and industrial applications.

The ratings reflect CeramTec's midcap operations with an
aggressive leverage profile, partly offset by the downside
protection provided by the group's well established market
presence in the resilient, profitable and well invested medical
applications business. The ratings also factor in strong organic
liquidity generation and the expectation of a balanced approach
towards cash flow application, allowing appropriate investments
in future growth and leaving a comfortable liquidity reserve to
support daily operations.

KEY RATING DRIVERS

High Opening Leverage, Slow Deleveraging: Fitch's estimated funds
from operations (FFO) adjusted gross leverage of around 8.2x at
the end of December 2018 remains high for the IDR, albeit better
than its previous forecast of close to 9.0x a year ago This lower
starting leverage has resulted from robust volume driven
operating performance and voluntary debt prepayment of around
EUR45 million completed in October 2018. The rating will
substantially rely on organic EBIDTA expansion to facilitate
de-leveraging to below 8.0x by end-2020, at which level
Ceramtec's financial risk profile would be better aligned with
its 'B' IDR.

Strong Cash Flows: Fitch projects CeramTec will continue to
generate sustainably positive free cash flow (FCF), steadily
increasing towards EUR100 million in 2021 with FCF margins
remaining at or in excess of 10%. Next to leverage, the
underlying resilience and strength of the operating and free cash
flows remain the main driver of the affirmation.

Medical Technology as Rating Anchor: Its assumptions of the
overall stable to mildly growing through-the-cycle EBITDA are
materially supported by the inherent visibility, stability and
profitability of the medical technology segment, which according
to Fitch's estimates accounts for the majority of CeramTec's
profits and cash flows. Fitch therefore expects that adverse
volume and price dynamics the company could experience in its
industrial segment would not result in a meaningful earnings loss
for the group as a whole, distinguishing CeramTec from pure
diversified industrial manufacturers.

MidCap Operations as Rating Constraint: Given its business scale
and a strong focus on Europe, CeramTec remains a niche business,
whose ratings will remain naturally constrained in the 'B' rating
category. Fitch notes the sponsor's and management's efforts to
increase operational diversity across industrial applications,
end-markets and geographies, which would lead to greater scale
and more credit stability. However, Fitch views this as a long-
term process, which is only likely to become visible outside of
the rating horizon until FY21.

Smaller Acquisitions Likely: The ratings allow for smaller
business or asset additions of up to EUR50 million a year to
reinforce CeramTec's market presence in the industrial
applications of high-performance ceramics, where Fitch sees ample
scope for growth. Larger M&A transactions would pose an event
risk, which would have to be assessed based on their respective
acquistion economics and funding mix.

DERIVATION SUMMARY

Fitch analyses CeramTec's ratings in the context of a diversified
industrial group, overlaying it with its analysis applicable for
medical technology companies, particularly as Fitch estimates
that the majority of the EBITDA-capex contribution, which Fitch
views as a proxy for FCF, comes from the non-cyclical, highly
profitable and less capital-intensive medical division.

Compared with medical technology peers such as Synlab Unsecured
BondCo PLC (B/Stable) or Cerberus Nightingale 1 S.A., CeramTec
benefits from similarly strong, non-cyclical cash-generative
medical operations while reporting stronger EBITDA and FCF
margins, thus counter-balancing its high financial risk. On a
purely medical technology basis and with the current amount of
financial debt proportionately applied to its medical division,
CeramTec would likely be a convincing 'B' credit. When
considering its industrial applications against Fitch's universe
of publicly and privately rated engineering and manufacturing
peers, CeramTec would instead be positioned as a weak 'B-' given
the combination of a more volatile underlying divisional earnings
and cash flow profile and highly levered balance sheet. The sum-
of-the-parts analytical approach due to the dual nature of
CeramTec's credit risk therefore supports a 'B' IDR, with a
stronger impact from the medical technology business with healthy
internal cash generation balancing an aggressive capital
structure.

KEY ASSUMPTIONS

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

  - Group sales to grow at around 6% in 2018 and 3%-4% per year
thereafter;

  - EBITDA margin gradually improving towards 37%;

  - Capex at 4%-7% of sales;

  - No dividends;

  - No acquisitions.

Recovery Assumptions:

  - going concern approach;

  - 2018F Fitch estimated EBITDA of EUR214 million;

  - distressed EBITDA discount increased to 25% from 20% due to
improved operating performance;

  - distressed EV/EBITDA multiple maintained at 5.5x;

  - senior secured debt comprises TLB of EUR1,075 million after
the voluntary prepayment of aroundEUR45 million completed in
October 2018, and the commiitted revolving credit facility (RCF)
of EUR75 million, which Fitch projects will be fully drawn;

  - subordinated debt comprises the senior notes of EUR406
million.

RATING SENSITIVITIES

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

  - Meaningful de-leveraging with FFO adjusted gross leverage
falling below 7.0x;

  - FCF strengthening towards EUR150 million translating into FCF
margins sustainably in excess of 15%.

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

  - FFO adjusted gross leverage remaining in excess of 8.5x by
end-2019 and beyond;

  - Stagnating or declining sales due to price erosion, flat
volumes or onerous launch of new products without a material
operating contribution;

  - Stagnant EBITDA margins at 33% due to inability to compensate
for price pressure and adverse volume dynamics;

  - FCF of EUR50 million with FCF margins contracting to mid-
single digits.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch views the group's liquidity profile
as comfortable. Fitch projects CeramTec will generate on average
EUR80 million of FCF per year during 2018-2021, which should
comfortably accommodate its capital investment programme. Fitch
also projects the six-year committed EUR75 million RCF will
remain undrawn during 2018-2021, further increasing CeramTec's
financial flexibility.

Based on continuously positive organic cash flow generation,
Fitch anticipates a gradual build-up of year-end cash reserves
towards EUR260 million by 2021, supported by the absence of
short-term maturities and modest intra-year working capital
requirements. Fitch has excluded from the liquidity analysis
EUR20 million as a minimum required for operational needs, which
cannot be used for debt service.

SUMMARY OF FINANCIAL STATEMENT ADJUSTMENTS

Summary of Financial Statement Adjustments made to the audited
annual accounts as of December 2017:

  - operating leases of around EUR3 million are capitalised at a
multiple of 8.0x;

  - factored receivables of EUR20 million adjusted in accordance
with Fitch's methodology by increasing the amount of trade
receivables and financial debt;

  - EUR15 million deducted as restricted cash required for
operations;

  - preferred equity certificates are treated as 100%equity;

  - financial debt grossed up by EUR6 million to its face value;

  - exceptional expenses including gains/losses on asset disposal
and transaction costs totalling EUR2  million are  excluded  from
EBITDA  and  included  as  non-recurring cash flow.


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ALITALIA SPA: FS Seeks Partnership with Number of Airlines
----------------------------------------------------------
Helen Massy-Beresford at Air Transport World reports that Italian
rail company Ferrovie dello Stato (FS) appears to be in pole
position to acquire bankrupt Alitalia and is in talks with a
number of airlines that could partner with it to run the carrier
if its bid is successful.

According to ATW, Italian news agency ANSA, citing FS CEO
Gianfranco Battisti, reported that UK-based LCC easyJet is among
the airlines with which FS is having talks.

Alitalia received two binding bids, including the FS bid, and one
expression of interest by the Oct. 31 sale deadline, the latest
step in the long search for a partner to help the Italian flag
carrier relaunch, which has dragged on since it filed for
bankruptcy in May 2017, ATW recounts.

Mr. Battisti said Nov. 20 that FS was waiting for a response from
Italy's economic development ministry on whether its offer had
been accepted, ATW relates.

FS emerged as the frontrunner to revive Alitalia as part of an
integrated transport company, which is also aimed at boosting
Italian tourism, after Italy's coalition government said it
wanted to keep the carrier at least partly in Italian hands, ATW
discloses.  Alitalia unions are also pressing for the airline to
be owned by an Italian company, but FS would need airline
management expertise, ATW notes.

ANSA also reported Nov. 21 that FS had received a letter from the
special commissioners who have been steering Alitalia through the
long-running sale process since it entered into administration,
which stated that its bid had been judged positively, ATW relays.


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LEVERAGED FINANCE III: S&P Cuts Class E Notes Rating to 'D (sf)'
----------------------------------------------------------------
S&P Global Ratings lowered to 'D (sf)' from 'CC (sf)' its credit
rating on the class E notes issued by Leveraged Finance Europe
Capital III B.V.

Following the occurrence of events of default
(overcollateralization events and missed payments of interest),
on Nov. 30, 2017, the class D noteholders decided to enforce the
security over the remaining collateral and accelerate the
redemption of the notes.

S&P said, "We have received confirmation from the trustee that
the issuer failed to repay the full principal amount of the notes
on their legal maturity on Oct. 20th, 2018. We have therefore
lowered to 'D (sf)' from 'CC (sf)' our rating on the class E
notes.

"We lowered our rating on the class D notes to 'D (sf)' on Feb.
13, 2017 following a missed interest payment."

The class A, B, and C notes have fully redeemed.

Leveraged Finance Europe Capital III is a cash flow
collateralized loan obligation (CLO) transaction that securitizes
loans to European speculative-grade corporate firms. The
transaction is managed by BNP Paribas Asset Management and closed
in October 2004. Its reinvestment period ended in October 2009.


STEINHOFF INT'L: Provides Update on Restructuring, Governance
-------------------------------------------------------------
Steinhoff International Holdings N.V. refers to its announcement
on October 19, 2018 (the "October 19 Announcement") in respect of
the extension of the long-stop date under the lock-up agreement
entered into by the Company on July 11, 2018 (the "LUA") to
November 20, 2018, to provide time for the long form
documentation for the implementation of the Restructuring (as
defined in the 19 October Announcement) to be finalized.

Significant progress has been achieved since the October 19
Announcement and the Company is pleased to confirm that it
intends to launch shortly:

   -- a company voluntary arrangement (the "CVA") in relation to
Steinhoff Europe AG ("SEAG");

   -- a consent solicitation process by the Company (the "Consent
Solicitations") in respect of Steinhoff Finance Holding GmbH
("SFHG") issued convertible bonds.

A further announcement providing additional detail on the CVA and
the Consent Solicitation will be made shortly.

The CVA and the Consent Solicitations relate to the restructuring
of debt at SEAG and SFHG and are not expected to have any impact
on any of the Group's operating businesses, their landlords or
trade creditors.

The Company is also pleased to confirm that the Chapter 11 plan
of its subsidiary Mattress Firm, Inc. (together with its U.S.
affiliates, "Mattress Firm") was approved by the US Bankruptcy
Court on 16 November 2018, and Mattress Firm is expecting to exit
from the Chapter 11 proceedings following satisfaction of the
conditions precedent to the effectiveness of the Chapter 11 plan.

Governance Update

The Company's efforts since December 2017 have been largely
focused on stabilizing the Group while engaging in an extremely
complex and extensive restructuring process.  Having led the
Group through the repayment of the South African debt and on to
the final implementation stages of the restructuring to stabilize
the Group for the next three years, Danie van der Merwe (60), who
has been Acting CEO since December 19, 2017, having accomplished
the goals set out above, has now decided to step down from this
position effective December 31, 2018.  He will be succeeded by
Louis du Preez.  Mr. van der Merwe will remain with the Group
until December 1, 2019, during which period he will assist the
incoming CEO and the Management Board.

The Supervisory Board would like to thank Mr. van der Merwe for
his willingness to take on the role at a time of crisis, for his
contribution to the Management Board that has successfully
steadied the Group and for his guidance and leadership throughout
the difficult circumstances during the restructuring process.

Louis du Preez, presently Commercial Director, who has, together
with Philip Dieperink, CFO, been leading the negotiations in the
restructuring of the Group, has been designated as the new CEO.
Mr. du Preez joined the Steinhoff group in mid-2017 and was
nominated as Commercial Director and member of the Management
Board on December 19, 2017.

Heather Sonn, chairperson of Steinhoff International Holdings
N.V. said:

"Our restructuring continues to make good progress, and the
launch of SEAG CVA and Consent Solicitations, as well as Mattress
Firm's anticipated emergence from Chapter 11, will all represent
significant milestones in the process.  Importantly, the
implementation of these necessary measures to restructure our
debt, will enable management to focus fully on driving the
performance of our operating businesses.

Danie van de Merwe stepped into the role of acting CEO in late
2017 to help stabilise the Company and its underlying operations
in the wake of the crisis.  His tireless efforts and considerable
expertise mean that today, the underlying operational businesses
have been refinanced, where required, and continue to trade. We
thank him for this significant contribution to the Group, acting
always in the interests of all stakeholders.

Louis du Preez brings a wealth of commercial and corporate
experience to the role of CEO from his successful legal career.
Having led the negotiations of the complex restructuring process
since joining the Management Board earlier this year, he has also
developed good relations with the Group's key stakeholders and a
deep knowledge of the Group's global operations.  He is the ideal
candidate to lead the Company through the final stages of the
restructuring and into the next phase of its development and his
designation as CEO will provide important continuity for the
Group and all of its stakeholders.  We are delighted that he has
agreed to step into this permanent position with the full support
of the Management and Supervisory Boards."

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


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P O L A N D
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IDEA BANK: Central Bank Temporarily Eases Reserve Requirements
--------------------------------------------------------------
James Shotter at The Financial Times reports that Poland's
central bank has temporarily eased the reserve requirements for
the small Polish lender, Idea Bank, as it battles to contain the
fallout from bribery allegations that have unnerved the country's
financial sector.
Idea Bank said in a statement released on Oct. 20 via the Warsaw
stock exchange that the central bank (NBP) had released it from
the obligation to maintain 50 per cent of its reserve
requirements, and that the reduction would remain in force until
2021, the FT relates.

At the end of June, Idea Bank had PLN256.9 million in reserves at
the central bank, the FT discloses.

According to the FT, shares in Idea Bank have lost 40% of their
value since it emerged last week that the bank's owner,
Leszek Czarnecki, had accused the head of Poland's financial
regulator, Marek Chrzanowski, of soliciting a bribe.


===============
P O R T U G A L
===============


HIPOTOTTA NO. 5: S&P Affirms CCC- (sf) Rating on Class F Notes
--------------------------------------------------------------
S&P Global Ratings raised to 'A (sf)' from 'A- (sf)' its credit
ratings on HipoTotta No. 5 PLC's class D notes. S&P said, "At the
same time, we affirmed our ratings on the class A2, B, C, E, and
F notes. We removed the class D and E notes from CreditWatch with
positive implications, where they had been placed on Sept. 7,
2018."

"The rating actions follow the application of our relevant
criteria and our full analysis of the most recent transaction
information that we have received, and reflect the transaction's
current structural features. We have also considered our updated
outlook assumptions for the Portuguese residential mortgage
market.

"Our structured finance ratings above the sovereign (RAS)
criteria classify the sensitivity of this transaction as
moderate. Therefore, the highest rating that we can assign to the
senior-most tranche in this transaction is six notches above the
Portuguese sovereign rating, or 'AA- (sf)', if certain conditions
are met. For all the other tranches, the highest rating that we
can assign is four notches above the sovereign rating.

"Under our counterparty criteria, the maximum potential rating on
the notes is 'A (sf)' according to the replacement language in
the issuer's bank account agreement. Additionally, our ratings on
the class C, D, E, and F notes are capped at the rating on Banco
Santander S.A., the swap counterparty. Since becoming an
ineligible counterparty, Banco Santander has not complied with
the terms of the swap agreement by either posting collateral,
obtaining a guarantor, or replacing itself. Our ratings on the
class A2 and B notes are delinked from our rating on the swap
counterparty, as these classes of notes can achieve higher
ratings even when we give no benefit to the swap provider
agreement.

"Our European residential loans criteria, as applicable to
Portuguese residential loans, establish how our loan-level
analysis incorporates our current opinion of the local market
outlook. Our current outlook for the Portuguese housing and
mortgage markets, as well as for the overall economy in Portugal,
is benign. Therefore, we revised our expected level of losses for
an archetypal Portuguese residential pool at the 'B' rating level
to 1.0% from 1.7%, in line with table 80 of our European
residential loans criteria, by lowering our foreclosure frequency
assumption to 2.00% from 3.33% for the archetypal pool at the 'B'
rating level.

"After applying our European residential loans criteria to this
transaction, the overall effect on our credit analysis results is
a decrease in the required credit coverage for each rating level
compared with our previous review, mainly driven by our revised
foreclosure frequency assumptions."

  Rating level     WAFF (%)    WALS (%)
  AAA                 10.27       6.11
  AA                   6.91       4.13
  A                    5.18       2.00
  BBB                  3.81       2.00
  BB                   2.46       2.00
  B                    1.42       2.00

The available credit enhancement for the class A2, B, C, D, and E
notes has increased to 17.2%, 13.0%, 9.1%, 4.9% and -0.1%
respectively, from 16.3%, 12.3%, 8.6%, 4.6% and -0.2%, due to the
notes' sequential amortization.

The reserve fund is at its target level and is amortizing as all
the amortization conditions have been met.

S&P said, "Following the application of our criteria, we have
determined that our assigned ratings on the classes of notes in
this transaction should be the lower of (i) the rating as capped
by our RAS criteria, (ii) the rating as capped by our
counterparty criteria, and (iii) the rating that the class of
notes can attain under our European residential loans criteria.

"The application of our RAS criteria caps our rating on the class
A2 notes at six notches above our unsolicited 'BBB-' long-term
sovereign rating on Portugal. Our rating is then further capped
under our current counterparty criteria by the issuer's bank
account at the 'A' rating level. We have therefore affirmed our
rating on the class A notes.

"The application of our RAS criteria caps our rating on the class
B, C, and D notes at four notches above our unsolicited 'BBB-'
long-term sovereign rating on Portugal. Our ratings are then
further capped under our current counterparty criteria by the
issuer's bank account at the 'A' rating level. We have therefore
affirmed our ratings on the class B and C notes and raised our
rating on the class D notes to 'A (sf)'. We also removed our
rating on the class D notes from CreditWatch positive.

"The application of our RAS criteria caps our rating on the class
E at the same level of our unsolicited 'BBB-' long-term sovereign
rating on Portugal. We have therefore affirmed our rating on the
class E notes and removed it from CreditWatch positive.

"The class F notes are not asset-backed and were issued to fund
the reserve fund. Given their junior position in the waterfall
and reliance upon excess reserve fund amounts to pay principal,
in our opinion, the payment of interest and principal on the
class F notes is dependent upon favorable business, financial,
and economic conditions. We have therefore affirmed our 'CCC-
(sf)' rating on the class F notes, in line with our 'CCC'
criteria."

HipoTotta No. 5 is a Portuguese residential mortgage-backed
securities (RMBS) transaction, which closed in March 2007. It
securitizes a pool of first-ranking mortgage loans originated by
Banco Santander Totta S.A. The mortgage loans were granted to
prime borrowers mainly in the Lisbon area and in the northern
regions of Portugal.

  RATINGS LIST

  HipoTotta No. 5 PLC

  RATING RAISED AND REMOVED FROM CREDITWATCH POSITIVE

                       Rating
  Class            To            From

  D                A (sf)        A- (sf)/Watch Pos

  RATING AFFIRMED AND REMOVED FROM CREDITWATCH POSITIVE

  E                BBB- (sf)     BBB- (sf)/Watch Pos

  RATINGS AFFIRMED

  A2               A (sf)
  B                A (sf)
  C                A (sf)
  F                CCC- (sf)


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


DIA: Prepares Refinancing Agreement with Banks
----------------------------------------------
Charles Penty at Bloomberg News, citing Expansion, reports that
Spanish food retailer DIA is readying an accord with banks to
refinance all contracts it has with 14 creditors.

According to Bloomberg, DIA has two syndicated loans signed
between April 2016 and June 2017 for EUR525 million.  The
newspaper says it also has EUR140 million in policies and
bilateral loans for EUR245 million, Bloomberg notes.

Expansion says the transactions will increase liquidity for DIA
and help ensure normal functioning of the company and payment to
suppliers, Bloomberg relates.



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


TRANSOCEAN LIMITED: Egan-Jones Lowers Senior Unsec. Ratings to B
----------------------------------------------------------------
Egan-Jones Ratings Company, on November 13, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Transocean Limited to B from B+. EJR also
downgraded the rating on commercial paper issued by the Company
to B from A3.

Transocean Ltd. is the world's largest offshore drilling
contractor and is based in Vernier, Switzerland. The company has
offices in 20 countries, including Switzerland, Canada, United
States, Norway, Scotland, India, Brazil, Singapore, Indonesia and
Malaysia.



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


INMARSAT PLC: S&P Lowers Long-Term ICR to 'BB', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings said that it lowered to 'BB' from 'BB+' its
long-term issuer credit rating on U.K.-based satellite services
operator Inmarsat PLC. The outlook is negative.

S&P said, "At the same time, we lowered our issue rating on the
senior notes issued by Inmarsat Finance to 'BB' from BB+'. The
recovery rating remains at '3', indicating our expectations of
meaningful recovery (50%-70%; rounded estimate: 55%) in the event
of a default.

"We removed these ratings from CreditWatch with negative
implications, where we had placed them on Sept. 11, 2018.

"The downgrade follows our review of the satellite services
industry, where we conclude that competition will likely become
more intense as high-throughput satellite (HTS) capacity ramps up
and upcoming very HTS (VHTS) will lead to capacity rising faster
than demand for some applications, including mobility. This,
combined with the planned loss of high-margin payments from
Ligado and Inmarsat's continued investments in inflight
connectivity (IFC) will weigh on the group's profitability and
credit metrics in 2018 and 2019. As a result, we now assess
Inmarsat's business risk profile as fair rather than
satisfactory. We have also revised down our base case for
Inmarsat's revenues and EBITDA, resulting in weaker credit
metrics than initially anticipated. Although we believe Inmarsat
is well positioned to defend its market share and perform in line
with our revised base case, we consider that fiercer competition
and price pressure could erode the group's performance and cash
flow generation.

"We believe the group's markets are becoming increasingly
challenging and that growth prospects are less favorable than
previously. We believe the recent ramp-up of HTS and scheduled
launches of VHTS will widen the gap between supply and demand,
pressuring wholesale capacity prices. We also note that demand
for additional capacity is driven by mobility markets, the key
focus of Inmarsat's activities, which will likely face a tougher
market environment as traditional fixed satellite services
operators are increasingly turning to this high-volume-growth
segment. In addition, we believe the maritime segment may also
become increasingly difficult, due to Iridium's plans to undercut
Inmarsat on price in an attempt to gain market share. Finally, we
believe the potentially accrued industrywide competitive pressure
may materialize when Inmarsat will lose the high-margin payments
from Ligado, while continuing its investment in in-flight cabin
connectivity.

"That said, we still expect steady growth of underlying revenue
and EBITDA (excluding payments from Ligado, which will stop in
2019), since we believe Inmarsat can, overall, successfully
defend its maritime business and achieve sound growth in
aviation. We consider that Inmarsat can offset some of the
effects of rising competition by leveraging on its leading
position in the maritime segment and its sound in-orbit and on-
the-ground infrastructure. The combination of Inmarsat's GX-
dedicated satellites, which enable significant additional in-
orbit capacity and global Ka-band (uses the 26.5-40 GHz segment
of the electromagnetic spectrum) coverage, combined with its
proven L-band network (frequencies in the 1 to 2GHz range) allows
the group's customers to have reliable access to high throughput
communications. GX is therefore in an expansion phase and
attracting strong customer interest across the group's aviation,
maritime, and government segments. What's more, we envisage that
Inmarsat's earlier start in aviation cabin connectivity will
partly offset increasing competitive pressure from new entrants
as long-term contracts start contributing to its revenues and
EBITDA. As an example, we view as positive Inmarsat's agreement
with Panasonic Avionics under which it will become the exclusive
provider of Ka-band IFC for commercial aviation; however, the
agreement is unlikely to affect Inmarsat's performance before
2020.

"We forecast weaker credit metrics for Inmarsat than in our
previous base case because of lower adjusted EBITDA that will be
only partly offset by reduced dividends. We anticipate than
Inmarsat's ratios will weaken temporarily in 2019, when it will
no longer receive Ligado's payments but still bear the cost of
investing in IFC, which will hamper profitability. Nevertheless,
from 2020, we foresee a rebound in ratios and anticipate free
cash flow will turn positive as the profitability of its IFC
operations improves."

In S&P's base case for Inmarsat, it assumes:

-- Modest revenue growth of 2.5%-3.0% in 2018 (excluding
    Ligado), stemming from 20% year-on-year revenue growth in the
     aviation segment on rising adoption of cabin connectivity and
     low-single-digit improvement in the maritime segment, mainly
    because vessels transition to higher-value FleetXpress
    solutions and single-digit growth of machine to machine
    revenues. This offsets the continued decline of enterprise's
    legacy products, including fixed-to-mobile revenues. By the
    end of this year, S&P expects Inmarsat will have received
    about $130 million from Ligado, stable compared with 2017.

-- Total revenues in 2019 will decline by about 3%, assuming
     that payments from Ligado will stop that year. This will
     offset single-digit revenue growth (compared with 2018
     revenues excluding Ligado) from the successful ramp-up of the
     GX program, rising contribution from higher-value airtime
    revenues, and increasing market share in aviation
    connectivity.

-- Slight deterioration of the adjusted EBITDA margin in 2018
     (about 53.4%) and 2019 (about 48.1%) from 54.7% in 2017
     (after one-off restructuring costs of $19.9 million), due to
    additional costs associated with the group's investment in
    cabin connectivity, a higher contribution from low-margin
     installation revenues than initially expected, and, from
     2019, the halt of payments from Ligado. That said, S&P
     believes the decline will be limited to 2018-2019 and that
     the adjusted EBITDA margin will rebound sustainably to
     50%-55%, mainly due to a better revenue mix in aviation as
     the contribution from higher-margin airtime revenues will
     gradually replace low-margin installation revenues.

-- Payments from Ligado will stop in 2019 and not resume in
    2020.

-- Adjusted capital expenditure (capex) of $535 million in 2018
     and $555 million in 2019, after deducting about $40 million
     of capitalized interest from capex, to invest in the aviation
    business and the next-generation fleet of satellites to be
    delivered in 2020.

-- Dividend policy resulting in annual returns to shareholders
     of about $80 million, partly comprising a scrip dividend with
     a 15%-25% take-up by shareholders in recent quarters. S&P
    assumes Inmarsat will maintain this distribution policy until
    2020, when S&P expects free operating cash flow (FOCF) will
    return to break even.

Based on these assumptions, S&P arrives at the following credit
measures:

-- Adjusted net debt to EBITDA of 3.3x-3.4x in 2018,
    deteriorating to about 4.0x-4.1x in 2019, given that Ligado
     will stop its high-margin payments and low-margin
     installation business will contribute to a large part of the
     aviation operations' revenue;

-- Funds from operations (FFO) to debt of about 23% in 2018,
    reducing to about 18% in 2019; and

-- Negative FOCF and discretionary cash flow to debt because of
    increasing capex needs and continued, although lower, returns
    to shareholders.

S&P said, "The negative outlook indicates that we could downgrade
Inmarsat by one notch in the next 12 months if its inflight
connectivity ramp-up is slower than expected or fails to
sufficiently offset any potential softness in the maritime
segment, while Inmarsat continues with high capex.

"We could lower the rating if adjusted debt to EBITDA exceeds
4.0x and FOCF remains negative for a long period. This could
result from the company's weakening resilience under increasingly
difficult market conditions that weigh on revenues and EBITDA,
while Inmarsat continues its large investments in its aviation
business and next-generation satellites.

"We could revise our outlook to stable if GX and aviation
connectivity business boost Inmarsat's earnings and credit
metrics, with adjusted debt to EBITDA sustainably lower than
4.0x, FFO to debt higher than 20%, and FOCF turning positive.
Although we don't foresee a meaningful impact from the agreement
with Panasonic Avionics over the short term, we believe it may
enhance Inmarsat's IFC activities over the medium term."


JOHNSTON PRESS: Committee Seeks Details on PPF Pension Concerns
---------------------------------------------------------------
Josephine Cumbo at The Financial Times reports that an
influential parliamentary committee has asked the Pension
Protection Fund for more details about its concerns over a rescue
deal for the Johnston Press Group.

On Nov. 19, the PPF said it had "concerns" about the
circumstances surrounding the "pre-pack" administration of the
publisher last week that will see the group's pension scheme
passed to the lifeboat fund, the FT relates.
The PPF, which pays compensation to members of failed company
plans, is preparing to lodge a claim for GBP305 million with the
administrators of Johnston Press for taking on the pension debt
of the Johnston retirement fund, the FT discloses.

Frank Field, chair of the Work and Pensions select committee, has
asked the PPF whether its concerns were "unique" to the Johnston
deal, or whether they reflected wider concerns about the use of
pre-pack administrations, the FT notes.

According to the FT, in a letter to Oliver Morley, chief
executive of the PPF, Mr. Field asks whether there are adequate
protections in place to prevent pension schemes "being dumped on
the PPF, at cost to pensioners and levypayers?"

The Pensions Regulator is also probing the circumstances of the
Johnston Press administration, the FT states.


JOHNSTON PRESS: S&P Lowers Long-Term Issuer Credit Rating to 'D'
----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
U.K. publisher Johnston Press PLC to 'D' from 'CCC-'.

At the same time, S&P lowered its long-term issue rating on the
group's GBP225 million senior secured notes (of which GBP220
million remain outstanding) to 'D' from 'CCC-'.

Johnston Press entered a pre-pack administration on Nov. 17,
2018.  The group entered into administration, under which a newly
incorporated group JPI Media, controlled by the group's
noteholders, have acquired substantially all of Johnston Press'
assets.

S&P said, "We expect the consideration paid for Johnston Press'
assets will result in senior secured noteholder creditors
receiving less than par consideration. As a result, we view the
administration filing and agreement pertaining to existing
noteholders receiving less than par value as a default.

"We understand Johnston Press and associated entities will remain
in administration until the administration process is finalized
and any remaining funds, if any, are realized.

"Our recovery estimates remain unchanged and we await further
information from administrators and the group on net proceeds."


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


                 * * * End of Transmission * * *