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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, February 1, 2019, Vol. 20, No. 023


                            Headlines


F R A N C E

PARTS HOLDING: S&P Affirms 'B' Long-Term Issuer Credit Rating


G E R M A N Y

DEUTSCHE FORFAIT: Writes Down Restructuring Portfolio


K O S O V O

PTK: Kosovo to Put Business Up for Sale for Third Time


P O L A N D

ALIOR BANK: Fitch Affirms BB LT IDR, Alters Outlook to Stable


S E R B I A

AEC AGRINVESTMENT: S&P Withdraws 'B+' LT Issuer Credit Rating


U K R A I N E

METINVEST BV: S&P Alters Outlook to Pos. & Affirms 'B-' Rating


U N I T E D   K I N G D O M

BRITISH CERAMIC: Loss of Customer Contract Prompts Administration
STAFFLINE: Shares Suspended on Delayed Annual Results
WAGAMAMA: S&P Affirms 'B' ICR on TRG Acquisition, Outlook Pos.

* UNITED KINGDOM: Restaurant Insolvencies Hit Record High in 2018


X X X X X X X X

* BOOK REVIEW: EPIDEMIC OF CARE


                            *********



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F R A N C E
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PARTS HOLDING: S&P Affirms 'B' Long-Term Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings is affirming its 'B' long-term issuer credit
rating on Autodis, assigning a 'B' issue and '4' recovery rating
to the proposed notes, and affirming its issue ratings on the
company's existing debt.

French auto parts distributor Parts Holding Europe (Autodis, or
the company) is raising EUR175 million of senior secured
floating-rate notes due 2022 to free up its fully used EUR90
million revolving credit facility (RCF) and redeem existing
notes. S&P expects that the transaction will only slightly reduce
the company's free cash flow generation, due to an expected
increase in interest payments.

S&P said, "The affirmation reflects our assessment that the
proposed transaction will have negligible impact on the company's
leverage, because Autodis will use the majority of proceeds to
repay existing debt. Autodis has arranged a bridge-to-bond
facility of EUR90 million, and we view this proactive liquidity
management as supportive of the ratings. The facility is fully
committed and has a maturity in 2022."

The proposed notes will be issued by Parts Europe S.A. (formerly
Autodis S.A.), the issuer of the existing notes. The company
plans to use the proceeds to repay its EUR90 million RCF, which
it fully used to acquire French online distributor Oscaro in
November 2018; to redeem about EUR72 million of existing
floating-rate notes; and to increase cash by EUR10 million for
general corporate purposes. The terms of the proposed notes will
mirror the terms of the existing notes. For instance, they will
have the same maturity date, same baskets for restricted
payments, and the same definition of change of control clause.
However, they will likely have a higher interest coupon.

For the first nine months of 2018, Autodis reported sales of
about EUR1,055 million (up 13% from about EUR931 million in 2017
after the restatement for International Financial Reporting
Standards 15) and EBITDA before exceptional items of about EUR100
million (versus EUR90 million in 2017). S&P said, "Despite the
EBITDA increase, we expect that the company will report negative
FOCF in 2018 due to adverse changes in working capital, which
stem from the company's investment in inventory to support its
dynamic growth. Additionally, we expect that Autodis' S&P Global
Ratings-adjusted debt-to-EBITDA ratio will be 7.5x-8.0x for 2018,
including the acquisition of loss-making Oscaro."

S&P said, "The negative outlook indicates that we could lower the
rating if the company does not generate FOCF of at least EUR30
million in 2019 and leverage does not decrease toward 7x. This
will likely require continued profitable business growth, a
turnaround of recently acquired Oscaro, and a strong focus on
cash generation through tight working capital management.

"We could lower the rating if Autodis pays material dividends or
undertakes a more aggressive financial policy, including
additional debt-financed acquisitions, for example. We could
downgrade Autodis if it exhibited weaker profit margins, its debt
to EBITDA increased significantly beyond 7.5x, or it displayed
consistently negative FOCF, due to weaker market conditions.

"We could revise the outlook to stable if Autodis turns around
Oscaro's operations, leading to reported FOCF of at least EUR30
million and leverage decreasing toward 7x in 2019. This would
also depend on Autodis maintaining adequate liquidity."


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


DEUTSCHE FORFAIT: Writes Down Restructuring Portfolio
-----------------------------------------------------
Reuters reports that DF Deutsche Forfait AG said on Jan. 30 it
wrote down its restructuring portfolio by EUR1.6 million.

According to Reuters, the portfolio forms part of creditor assets
serving to satisfy the company's insolvency creditors from
insolvency proceedings concluded in 2016.

DF Deutsche Forfait AG is German-based company engaged in the
non-recourse purchase and sale of receivables -- the forfeiting
business -- as well as the acceptance of risks through purchasing
commitments.


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K O S O V O
===========


PTK: Kosovo to Put Business Up for Sale for Third Time
------------------------------------------------------
Fatos Bytyci at Reuters reports that Kosovo will offer PTK, its
loss-making state-owned telecom company, to private investors by
the end of the year, the country's economy minister said on
Jan. 30, its third attempt to sell a stake in the company in the
past decade.

"In the first half of the year we will work to restructure (the
company) and by the end of 2019, the process of tendering will be
open," Economy Minister Valdrin Lluka told Reuters.

Mr. Lluka said the process may last three or four months, Reuters
notes.

"In March or April next year the best bidder is expected to be
announced," Reuters quotes Mr. Lluka as saying.

The European Bank for Reconstruction and Development (EBRD) will
offer technical assistance to prepare the sale, Reuters
discloses.

According to Reuters, Mr. Lluka said France's Orange, Rockaway
fund, Telekom Austria and others, have expressed an interest in
participating in the bidding process.

"The situation at the telecom is bad now.  It is overstaffed with
2,500 employees and last year it posted a EUR14 million loss,"
Mr. Lluka, as cited by Reuters, said.

Mr. Lluka said revenue dropped to EUR72 million last year from
EUR145 million in 2011, Reuters relates.

Once the most profitable company in the country, PTK has been in
red since 2015 due to inefficiencies and rising competition from
the second mobile operator IPKO, owned by Telekom Slovenije,
Reuters discloses.

Company debt amounts to EUR60 million, Reuters states.



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P O L A N D
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ALIOR BANK: Fitch Affirms BB LT IDR, Alters Outlook to Stable
-------------------------------------------------------------
Fitch Ratings has revised the Outlooks on Alior Bank SA's
Long-Term Issuer Default Rating and National Long-Term Rating to
Stable from Positive. Fitch has affirmed the Long-Term IDR at
'BB', National Long-Term Rating at 'BBB+(pol)' and Viability
Rating (VR) at 'bb'.

The revision of the Outlook reflects Fitch's reassessment of
Alior's standalone credit risk profile, particularly the bank's
high impaired loan ratio under IFRS 9 and pressure on capital
from high unreserved impaired loans. The affirmation of Alior's
ratings reflects reflect no major changes to its risk profile
over the past 12 months.

KEY RATING DRIVERS

IDRS, NATIONAL RATINGS

Alior's IDRs and National Ratings are driven by the bank's
standalone strength, as reflected in its VR.

VR

Alior's VR reflects that the bank's risk appetite and impaired
loan ratio are higher than peers, its moderate capitalisation,
and healthy funding, improved profitability and company profile
strengths.

Alior is a systemically important (D-SIB) medium-sized universal
bank with a strategic focus on retail and SME customers. At end-
3Q18 Alior was the eighth-largest bank by assets and controlled
about 4% of the sector's assets.

Alior's performance is vulnerable to changes in economic and/or
interest-rate cycles due to its strategic focus on higher-risk
sectors, such as unsecured retail loans, real estate and
construction. However, underwriting standards are underpinned by
advanced risk controls, which allows for adequate pricing of
loans and reasonable recoveries.

Alior's asset quality is a relative weakness and reflects its
high impaired loan ratio of 13.1% at end-3Q18 (under IFRS 9,
sector average: about 6%) and moderate coverage by loan loss
allowances at 58%. Its assessment of asset quality also considers
large credit concentrations by sector.

Alior's capital level is modest relative to its risk appetite and
business model. At-end-3Q18, Alior's Fitch Core Capital (FCC)
ratio weakened to a moderate 11.6% from 12.4% at end-2017 because
of the implementation of IFRS 9. Unreserved impaired loans
equalled a high 58% of FCC. The bank's capital buffer over
regulatory minimums is small, but improving due to good internal
capital generation.

The bank's gross loans/deposits ratio equalled 102% at end-3Q18
and should remain about 100% in the medium term. The ratio,
including banking securities (a quasi-deposit substitute), was
97%. The bank's refinancing needs are moderate and easily
manageable due to Alior's slower growth ambitions and strong
liquidity profile.

Strong profitability provides adequate loss-absorption capacity.
In 9M18, Alior's ratio of operating profit/risk-weighted assets
improved to 2.3% (or about 1.9% net of bank levy) from 1.9% in
2017. Alior should further strengthen its results in 2019 and
2020 due to healthy revenue growth and contained credit losses.
Alior's net interest margin of 4.6% in 9M18 (or 2.5% net of
credit losses) was one of the highest in the sector.

SUPPORT RATING AND SUPPORT RATING FLOOR

Alior's Support Rating Floor of 'No Floor' and the Support Rating
of '5' express Fitch's opinion that potential sovereign support
of the bank 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.

PZU Group (unrated), the largest insurer in central and eastern
Europe (CEE) and controlled by the Polish state, controls Alior.
PZU Group holds only a 31.9% stake in Alior (since 2016), with
the remaining shares being widely held. Should Fitch take the
view that propensity and ability of PZU Group to support Alior is
sufficiently strong, then the bank's Support Rating may be based
on institutional rather than sovereign support.

RATING SENSITIVITIES

IDRS, NATIONAL RATINGS

Alior's IDRs and National Ratings are primarily sensitive to
changes in the bank's VR.

VR

A combination of the following factors could lead to a VR
upgrade: improvement in the impaired loan ratio, an extended
record of improved profitability, lower LICs relative to loans, a
build-up of stronger capital cushion and lower loan book
concentration.

SUPPORT RATING AND SUPPORT RATING FLOOR

Domestic resolution legislation limits the potential for positive
rating action on the bank's Support Rating and Support Rating
Floor. The Support Rating could be upgraded if Fitch takes the
view of at least a moderate probability of support from PZU
Group. If Fitch believes the probability of support is high, this
could also lead to an upgrade of the IDRs.

The rating actions are as follows:

Long-Term IDR: affirmed at 'BB', Outlook revised to Stable from
Positive

Short-Term IDR: affirmed at 'B'

National Long-Term Rating: affirmed at 'BBB+(pol)', Outlook
revised to Stable from Positive

National Short-Term Rating: affirmed at 'F2(pol)'

Viability Rating: affirmed at 'bb'

Support Rating: affirmed at '5'

Support Rating Floor: affirmed at 'No Floor'



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S E R B I A
===========


AEC AGRINVESTMENT: S&P Withdraws 'B+' LT Issuer Credit Rating
---------------------------------------------------------------
On Jan. 29, 2019, S&P Global Ratings withdrew its 'B+' long-term
issuer credit rating on Serbia-based agribusiness group AEC
Agrinvestment Ltd. at the company's request.

The outlook was stable at the time of the withdrawal, reflecting
our forecasts that the group will be able to maintain an S&P
Global Ratings-adjusted debt-to-EBITDA ratio of around 4.5x and
positive free cash flow over the next 12 months. S&P thinks low
sugar market prices in Europe should weigh negatively on the
group's profitability in 2018 and in the first half of 2019.
The company had no rated debt at the time of the withdrawal.



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U K R A I N E
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METINVEST BV: S&P Alters Outlook to Pos. & Affirms 'B-' Rating
--------------------------------------------------------------
S&P Global Ratings is changing its outlook on Metinvest to
positive from stable and affirming its 'B-' rating.

S&P expects the Ukraine-based vertical integrated steel producer
Metinvest B.V. to post very strong results in 2018, with EBITDA
of more than $2.3 billion, supported by healthy iron ore prices
and steel margins. Although S&P expects some tapering in 2019 and
2020, its projections suggest a further reduction in debt,
including reduction in absolute gross debt. Over this period,
Metinvest is likely to resume paying dividends, which will
provide some clarity regarding its future financial policy.

S&P said, "The positive outlook indicates that should Metinvest's
2019 performance be in line with our base case and it builds a
track record in terms of its free cash flow allocation, we could
raise the 'B-' rating by one notch to 'B' in the coming six to 12
months.

"At the 'B-' level, we expect S&P Global Ratings-adjusted funds
from operations (FFO) to debt to remain above 20%. For Metinvest,
our base case estimates that adjusted FFO to debt was above 50%
in 2018 (42% in 2017). We expect 2019 to be a good year for
Metinvest, as market conditions remain favorable, if softer than
2018. Adjusted FFO to debt is forecast to be close to 40% in
2019."

Metinvest's expected results, combined with its improved
financial flexibility after it refinanced its pre-export finance
(PXF) facilities and bond, would highlight the company's need to
define its financial policy more clearly. At the moment, the
company is allowed to distribute up to 50% of its net income to
its shareholders. Under its base-case scenario, S&P expects the
company's free cash flows to be about $500 million each of its
forecast years, and that it will split this between reducing its
debt in absolute terms and paying returns to shareholders.

S&P said, "Although our ratings analysis doesn't factor in
inorganic growth, we anticipate that the company will pursue
opportunities (in July 2018, Metinvest acquired about 25% of the
Pokrovska coal mine in Ukraine for $192 million and made an
unsuccessful bid for some of ArcelorMittal's assets in central
and eastern Europe). In considering any future positive rating
action, we would incorporate the actual dividend payout and any
target set by the company regarding the level of its debt in
absolute terms."

The company's performance going forward should start to reflect
its strategy of enhancing its product portfolio and focusing on
its priority markets: Ukraine, Europe, and Middle East and North
Africa (MENA). The company's capital expenditure (capex) budget
is estimated at around $700 million for each of the coming two
years, including about $400 million a year on strategic projects.
Metinvest's main projects include upgrading its pelletizers and
producing higher value-added steel, such as flat products. Over
time, these should smooth the highly volatile results seen in
previous years (over 2015-2018, EBITDA was $0.3 billion-$2.3
billion).

S&P said, "The positive outlook indicates that we could raise our
rating on Metinvest to 'B' from 'B-' in the next six to 12
months. An upgrade would be supported if the company built a
longer track record of financial discipline, and balanced its
allocation of its free cash flow between absolute debt reduction,
dividend distributions, and growth.

"We view an adjusted FFO-to-debt ratio of 40% or above during the
current favorable market conditions as commensurate with a one-
notch higher rating. Our calculations suggest the company's
adjusted FFO to debt will be about 55%-60% in 2018 and about 40%
in 2019."

An upgrade will also depend on the following:

-- Maintaining an adequate liquidity assessment, with proactive
    liquidity management;

-- No deterioration in the creditworthiness of Metinvest's
    majority shareholder SCM or the relationship between the two
    companies (for example, material dividend distributions or
    related party transactions); and

-- No deterioration in our transfer and convertibility (T&C)
    assessment for Ukraine (currently 'B-') or geopolitical risk
    escalation that could have a negative effect on Metinvest's
    ability to carry out its operations.

S&P said, "Although we don't see a sharp downturn in the industry
as likely in 2019, if such a scenario materialized, we would
consider an adjusted FFO to debt of 20% or better as commensurate
with a 'B' rating. Over time, we anticipate that the existing
organic growth capex and the reduction in the absolute net debt
should result in lower volatility of earnings and credit metrics.

"We are likely to revise the outlook to stable, if we saw a
negative deviation from our base case. This could be the case if
the company saw operational issues in Ukraine, embarked on a
material debt-financed acquisition, or decided to distribute
material dividends."

Furthermore, any negative development of Ukraine's T&C assessment
would cap any potential upside for the rating.

Metinvest is a Ukraine-based vertically integrated steel
producer. The company operates two segments:

-- Mining (45%-65% of EBITDA over the past three years):
    Metinvest operates three iron ore pits in Ukraine and owns a
    coking coal producer in the U.S. (United Coal) that has a 3
    million tons (Mt) annual production capacity. It also owns
    about 25% of Pokrovkse Coal, Ukraine's largest coking coal
    business. Iron ore production was about 27.5Mt in 2017, of
    which Metinvest sold about 60% to third parties.

-- Metallurgical: Metinvest is a midsize steel producer and
    operates two integrated steel mills in Ukraine that have a
    combined capacity of 8.4Mt. About 25% of the production is
    consumed domestically. In addition, it also has re-rolling
    facilities in Europe--two in Italy, and one in each of the
    U.K. and Bulgaria--with a capacity of about 2Mt, and three
    domestic coke facilities.

The company's vertical integration (sourcing its own iron ore
needs and about 40% of its coking coal needs) gives it the
flexibility to alter its product mix and redirect volumes for
internal use or export, depending on market prices.

Metinvest also has two joint ventures (JVs), both in Ukraine. In
2017, Metinvest had revenues of $8.9 billion and adjusted EBITDA
of $1.8 billion (excluding $325 million contributions from JVs).
It is a private company that is majority-owned (71.2%) by System
Capital Management (SCM), a large Ukrainian financial and
industrial group. The current ownership doesn't constrain the
rating from moving to 'B'.



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


BRITISH CERAMIC: Loss of Customer Contract Prompts Administration
-----------------------------------------------------------------
Business Sale reports that based in Newton Abbot in Devon,
British Ceramic Tile Limited has gone into administration.

Partners at specialist business advisory firm FRP Advisory LLP,
Alastair Massey -- alastair.massey@frpadvisory.com -- Tony Wright
-- tony.wright@frpadvisory.com -- and Andrew Sheridan --
andrew.sheridan@frpadvisory.com -- have been appointed as joint
administrators, Business Sale relates.

Losing a key customer contract recently was cited by the company
as the reason for the administration, Business Sale discloses.

"British Ceramic Tile Limited is a leading player in the
manufacturer of ceramic tiles, with a longstanding heritage in
the local communities in which it operates and a stellar
reputation for its quality products," Business Sale quotes
Mr. Sheridan as saying.

"Unfortunately, challenging trading conditions and the
termination of a key customer contract in recent days have forced
the business to enter administration and cease trading with
immediate effect.

"We are currently providing support to the affected
employees [. . .] In the meantime, we would urge any parties
interested in acquiring the business to contact us as soon as
possible."

The UK's largest manufacturer and distributor of ceramic wall and
floor tiles, British Ceramic Tile Limited employs 380 people
across the country and also has a site in Cleckheaton, Yorkshire.


STAFFLINE: Shares Suspended on Delayed Annual Results
-----------------------------------------------------
Jack Torrance at The Telegraph reports that shares in Staffline,
one of Britain's biggest recruitment firms, were suspended on
Jan. 30 after crashing when the company said it was delaying its
annual results without giving any reason.

According to The Telegraph, in a brief stock market announcement,
Staffline said it was putting back the publication, which had
been due Ja, 30 morning, to an unspecified date and would
"provide a further update as soon as possible".

A spokesman declined to elaborate on the reason for the delay,
The Telegraph notes.

The news sent Staffline's Aim-listed shares tumbling by a third
to 672p, a low not seen since early 2014, before they were
suspended on Jan. 30, The Telegraph relates.

The shares had already lost around a fifth of their value this
year, The Telegraph discloses.


WAGAMAMA: S&P Affirms 'B' ICR on TRG Acquisition, Outlook Pos.
--------------------------------------------------------------
S&P Global Ratings is affirming its 'B' long-term issuer credit
rating on Mable Topco and the 'B' rating on the senior secured
notes issued by Wagamama Finance plc. S&P is removing the ratings
from CreditWatch positive. At the same time, S&P has revised up
its recovery rating on the notes to '3' (50%) from '4' (40%)
previously.

Restaurant chain operator The Restaurant Group plc (TRG)
completed the acquisition of Mabel Topco Ltd., the parent of pan-
Asian restaurant chain Wagamama, together with the associated
equity rights issue. Wagamama's rated senior secured notes
remained in place.

The affirmation follows the successful closure of the Wagamama
acquisition for a cash consideration of GBP357 million by TRG.
The rights issue of about GBP315 million in December 2018 helped
fund the acquisition and resulted only in an additional moderate
GBP110 million of debt at the combined TRG group on top of the
existing GBP225 million senior secured notes at Wagamama.

S&P said, "We believe that Wagamama is now an integral part of
the newly combined TRG group owing to its material earnings
contribution to the group and importance for the group's
strategy. Hence, we believe that lenders to Wagamama now also
benefit from stronger credit metrics and the associated
deleveraging potential of the combined group. Although we expect
Wagamama's S&P Global Ratings-adjusted debt to EBITDA to be
around 8.5x for fiscal year (FY) 2019 (ending April 30, 2019), or
around 6.0x excluding a subordinated non-cash shareholder loan,
the newly combined TRG group has a pro forma S&P Global Ratings-
adjusted debt to EBITDA of around 5.0x upon closing of the
transaction, with a possibility of further deleveraging.

"We affirmed the 'B' rating because the combined group's leverage
upon closing is not yet in line with our expectations for a
higher rating. Furthermore, in our view, the expected
deleveraging over 2019 bears some execution risks. These include
the smooth integration of Wagamama and the associated synergies
from the combination materializing fully, given the intense
competitive pressures in the U.K. casual dining market, rising
labor and input costs, and the Brexit negotiations' affect on
consumer sentiment.

We assigned a positive outlook to reflect the possibility of a
one-notch upgrade over the next 12-18 months, if the combined TRG
group deleverages as we expect, resulting in S&P Global Ratings-
adjusted debt to EBITDA of 4.0x-4.5x and an EBITDAR interest plus
rent coverage ratio sustainably above 2.2x.

"On a stand-alone basis, we believe that Wagamama will benefit
from the conversion of 15 TRG sites into Wagamama, involving no
payment to TRG, as well as buying synergies expected from the
combined group's increased scale and negotiation power with
suppliers. This becomes particularly important as restaurants in
the U.K. casual dining segment, such as Wagamama and TRG, are
experiencing continued margin pressure in the context of
continuous rising cost pressures, primarily due to the increasing
national living wage, food and drinks costs, and utilities
expenses.

"In our view, the U.K. casual dining segment, which has seen many
new entrants and strong growth over the past few years, is now
overcrowded, making inflationary costs increasingly difficult to
pass on to customers. We also see some added pressures on food
sales, which continue to be impacted by cautious customer
spending, competition in the casual dining sector, and the
increase in food delivery service options. The rising costs and
severe competition have resulted in certain well-known and
smaller-scale competitors, such as Prezzo, Byron, Jamie's
Italian, and Carluccios entering into company voluntary
arrangements.

Hence, we believe that management's main challenge remains to
defend EBITDA margins while controlling capital expenditures
(capex) for planned new site openings in order to generate free
operating cash flow (FOCF). However, we appreciate that
Wagamama's robust like-for-like sales growth trend accelerated
again to 10% year on year in the first half of FY2019 following
significant investments in refurbishment and improving the
quality of the restaurants.

"We see Wagamama's current stand-alone credit profile as
constrained by a high financial leverage following the dividend
recapitalization in 2017, resulting in S&P Global Ratings-
adjusted debt to EBITDA at around 8.5x for FY2019. This stems
from an expected total S&P Global Ratings-adjusted debt of GBP600
million, consisting of the GBP225 million senior secured notes,
around GBP220 million capitalized operating lease liability, and
about GBP155 million structurally subordinated and pay-in-kind
shareholder loan established on Mabel Midco Ltd. by the financial
sponsors. At the same time, Wagamama's credit profile is
supported by our expectation that EBITDAR cash interest coverage
(defined as reported EBITDA before deducting rent costs over cash
interest and rent costs) will remain at around 1.8x-2.0x.

"We note that Wagamama and TRG operate in the same business and
country, and we view Wagamama's strong market position and like-
for-like sales growth trend as supportive of TRG's strategic
focus on expanding its restaurant segments. Wagamama's pan-Asian
offerings add to and complement TRG's multi-brand restaurant
portfolio. This supports our view that Wagamama will be an
integral part of the enlarged TRG group. While both companies are
managed independently, we expect increasing cooperation between
the two, starting already with the procurement functions, which
should help generate some synergies. Overall, we deem Wagamama as
a core subsidiary of the enlarged TRG group.

"We also note positively the larger scale and negotiation power
with suppliers compared with Wagamama's stand-alone business. We
estimate the combined group's sales will be around GBP1.0
billion-GBP1.1 billion in 2019 compared with only GBP350 million
for Wagamama in FY2019 stand alone. Furthermore, governance and
transparency standards should improve, as TRG is a publicly
listed company. TRG's clear financial policy commitment on
shareholder remuneration supports our assumptions for decreasing
financial leverage of the combined group in the two-three years
following the transaction.

"The positive outlook reflects our view of a potential upgrade in
the next 12-18 months if the combined TRG group deleverages while
maintaining its operating performance in the challenging U.K.
casual dining market. We expect like-for-like sales growth of
about 5%-10% at Wagamama, complementing a broadly flat top line
for the rest of the TRG group. It also reflects our view of
synergies supporting profitability, despite input cost pressures,
resulting in S&P Global Ratings-adjusted EBITDA margins around
20% for Wagamama and 22%-24% for the combined TRG group. We also
expect S&P Global Ratings-adjusted debt to EBITDA at around 4.0x-
4.5x for TRG and 8.0x-8.5x for Wagamama over the next 12-18
months, as well as reported EBITDAR cash interest plus rent
coverage of around 2.2x-2.3x for the TRG group and 1.8x-1.9x for
Wagamama.

"We could raise the long-term rating on Maple Topco if our base-
case of the newly combined TRG group materializes as expected,
including positive like-for-like sales growth and an at least 20%
EBITDA margin for the combined TRG group. Any upgrade would also
hinge on the combined group demonstrating decreasing adjusted
debt to EBITDA to below 4.5x, a reported EBITDAR interest plus
rent coverage of at least 2.2x, and a positive reported
discretionary cash flow (operating cash flow after capex,
interest, and dividends).

"We could revise the outlook to stable if the credit metrics on
the combined TRG group do not improve as expected, owing to tough
market conditions or weaker execution on the Wagamama
integration, resulting in S&P Global Ratings-adjusted debt to
EBITDA remaining at around 5.0x or higher at the combined TRG
group level. A decline in profitability could stem from the
intense market competition in the U.K. and weak consumer
spending, exacerbated by political or economic uncertainties
caused by Brexit. In addition, we could also revise our outlook
to stable if cash distributions from Wagamama to TRG result in
increasing reported debt at Wagamama or if the combined TRG
group's liquidity were to weaken due to rising investment in
working capital while shareholder distributions and capex
remained elevated."

Mabel Topco is the holding company for the Mabel Topco Group,
which operates an award-winning chain of pan-Asian style
restaurants trading through the name Wagamama, mostly in the U.K.
(around 95% of sales). At the end of FY2018, it had 130 company-
operated restaurants in the U.K. and five in the U.S. In the U.K.
it is the only pan-Asian restaurant chain with scale. It also
operates 56 franchise stores in 16 markets across Europe, the
Middle East, and New Zealand. Mabel Topco has been acquired by
the diversified U.K.-based restaurant chain TRG, which operates
510 restaurants and pubs in the U.K. with about 30 brands,
including Frankie & Benny's, Chiquito, and Coast to Coast.


* UNITED KINGDOM: Restaurant Insolvencies Hit Record High in 2018
-----------------------------------------------------------------
Alistair Smout at Reuters reports that the number of British
restaurant insolvencies hit a record high in 2018 and have
doubled since 2010, a study by accountants Price Bailey showed on
Jan. 30 as the sector struggles with market saturation and
competition from delivery apps.

Insolvency Service data obtained by Price Bailey showed there
were 1,442 restaurant insolvencies in 2018, up 40% compared to
2017, Reuters relates.  Four restaurant businesses a day are
going bust, up from under two a day in 2010, Reuters discloses.

According to Reuters, Paul Pittman, Partner at Price Bailey, said
2018 was "easily the toughest year for the sector".

"The challenging trading conditions facing the restaurant sector
show no signs of improving."

"Chain restaurants are particularly vulnerable to changing
consumer fads.  What was once flavor of the month can quickly go
out of fashion."

Price Bailey, as cited by Reuters, said mid-market restaurants
had expanded too quickly, resulting in too many restaurants
competing for customers.  Apps like Just Eat and Deliveroo have
also increased competition from the takeaway sector, Reuters
relays.

As well as issues with oversupply, demand from consumers is also
dwindling, Reuters notes.


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


* BOOK REVIEW: EPIDEMIC OF CARE
-------------------------------
Author: George C. Halvorson
George J. Isham, M.D.
Publisher: Jossey-Bass; 1st edition
Hardcover: 271 pages
List Price: $28.20
Order your personal copy today at https://is.gd/0ChYOC

Halvorson and Isham worked together as leaders of the Minneapolis
health-care organization HealthPartners; Halvorson as chairman
and CEO, and Isham as medical director and chief health officer.
From their positions as leaders in the health-care field, they
have gained a broad, thorough understanding of the structure,
workings, and the problems of America's health-care system. Their
"Epidemic of Care" written in a readable, lucid, jargon-free
style is a timely work for anyone interested in the pressing
matter of satisfactory health care in America. This includes
government workers, politicians, executives of HMOs and
hospitals, and critics of health care, to individuals making
choices about their own health care. It is a notable work both
practical and visionary that one hopes legislators and heads of
HMOs will take in. For Halvorson and Isham make their way through
the daunting complexities of today's health-care system to put
their finger on its core problems and offer practicable solutions
to these.

The two main problematic issues of contemporary health care are
health-care costs and quality of care. These two authors offer
solutions taking into consideration both of these. They put forth
balanced proposals instead of the many one-sided ones which
stress cutting costs at the expense of care or favor care
regardless of costs, costs usually born by government from tax
revenues. In the authors' comprehensive, balanced proposals,
corporations and businesses of all sizes, government agencies,
health-care organizations of all types, state and local
governments and health organizations, and also individuals work
together cooperatively for the goal of affordable, effective, and
widespread up Before outlining their program for dealing with the
problems in health care, which are only growing worse in the
present system, the authors relate information on different parts
of today's system most readers would not be aware of. Then they
analyze it to focus in on what is causing the problems in the
particular area of health care. In some cases, misconceptions
held among the public are cleared up, paving the way toward
agreement on what are the real problems and coming up with
acceptable solutions for them. The percentage of the cost of HMO
membership and insurance premiums going for administration is one
such misconception.

"People guess, in fact, that HMO and insurance administration
costs are about 30 to 40 percent of premiums and that insurer
profits add another 10 to 20 percent of the total cost." This
means that anywhere from about 40 percent to 60 percent of
payments for HMOs or insurance doesn't go for health care.

The authors clear up this misconception giving rise to much
confusion in trying to deal with the serious problems facing the
health-care field, as well as a good deal of resentment against
HMOs and insurance companies, by citing that "health plan
administrative costs, including profits and marketing, average
from 5 to 30 percent of total premium, depending on the plan."
This leads to the conclusion that it is not a sudden rise in
administrative costs or the greed of health-care providers that
is mainly responsible for driving up the costs of health care and
will continue to do so for the foreseeable future without
effective change in the field. Rising costs of health care from
new technologies, consumer expectations and demands, and also
misuse of drugs and treatments making patients worse or
prolonging their medical problems are the main reason for the
rising costs. The frequent misuse of modern-day medicines and
treatments cited by the authors is an issue that is starting to
receive attention in the media.

The price of prescription drugs is one health-care issue already
receiving much attention that the authors address. In this
discussion, they note that because of committees of physicians
and pharmacologists set up by HMOs to identify which drugs were
most effective for specific medical problems and set standards
for prescribing these according to HMO policies, "all Americans
benefited from the new focus on drugs that actually work." Before
these committees, eighty-four percent of drugs developed by the
pharmaceutical companies were what were know as "class C" drugs
that were little better than placebos. As the authors note, in
those days not so long ago, drugs were being developed and
marketed more to generate sales than remedy medical conditions.

The high cost Americans pay for prescription compared to buyers
in other countries is another matter the two authors take up. In
this, they take the position of American buyers of prescription
drugs by making the point that they should not be singled out to
bear the disproportionate share of the research and marketing
costs going into the drug prices since numbers of persons in
countries around the world gain health benefits from the drugs.
The wasteful similarities between some prescription drugs, the
misuse of some, and growing concerns over costs and use of the
drugs with persons under sixty-five are other topics dealt with
in the discussion and analysis of the issue of prescription
drugs.

Halvorson and Isham's fair-minded overview and critique of
today's health-care field should be read by anyone with an
interest in and concern about this field central to the quality
of life of Americans and the economy. While they recognize that
the field's dysfunctions have such deep roots and thorny
complexities that "there is no single villain responsible for our
troubles and no silver bullet to cure them," undoubtedly some and
likely a number of the two authors' approaches to resolving
particular troubles or even their solutions to certain problems
will be adopted. There is just no way out of the current health-
care crisis other than the clear-sighted, comprehensive,
cooperative way Halvorson and Isham present.

George Halvorson is currently chairman and CEO of Kaiser
Permanente, one of the U. S.'s largest health-care organizations.
Isham continues as medical director and chief health officer of
HealthPartners.



                            *********

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 2019.  All rights reserved.  ISSN 1529-2754.

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

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

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


                 * * * End of Transmission * * *