/raid1/www/Hosts/bankrupt/TCREUR_Public/190206.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

         Wednesday, February 6, 2019, Vol. 20, No. 026


                            Headlines


A U S T R I A

ELDORADO INT'L: Moody's Assigns Ba3 Rating to Sr. Unsec. Notes
ELDORADO INT'L: Fitch Rates Proposed Sr. Unsec. Notes BB-(EXP)


G E R M A N Y

GERMANIA: Files for Bankruptcy, All Flights Halted


I R E L A N D

AQUEDUCT 3-2019: Fitch Assigns B-(EXP) Rating to Class F Debt


K A Z A K H S T A N

TSESNABANK: S&P Cuts Issuer Credit Ratings to 'SD', On Watch Neg.


P O L A N D

VERTE SA: Warsaw Court Dismisses Bankruptcy Motion


R U S S I A

MOSCOW INDUSTRIAL: Bank of Russia Takes Part in Bankruptcy


S W I T Z E R L A N D

CEVA LOGISTICS: Moody's Rates $825MM Senior Secured Term Loan B1


U N I T E D   K I N G D O M

HMV GROUP: Sunrise Records Buys Business Out of Administration
IVC ACQUISITION: Fitch Assigns B(EXP) IDR, Outlook Stable
JAGUAR LAND: Fitch Puts BB Long-Term IDR on Rating Watch Negative
LERNEN BIDCO: S&P Assigns B- Issuer Credit Rating, Outlook Stable
TEXTILE IMPORTS: Cashflow Problems Prompt Administration

VEDANTA RESOURCES: Moody's Affirms Ba3 CFR Alters Outlook to Neg.


                            *********



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ELDORADO INT'L: Moody's Assigns Ba3 Rating to Sr. Unsec. Notes
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to the
proposed senior unsecured notes due 2026 to be issued by Eldorado
Intl. Finance GmbH, unconditionally and irrevocably guaranteed by
Eldorado Brasil Celulose S.A. and Cellulose Eldorado Austria GmbH
(unrated). Proceeds will be used for liability management
purposes, extending the company's debt amortization profile. The
outlook is stable.

The rating of the notes assumes that the final transaction
documents will not be materially different from draft legal
documentation reviewed by Moody's to date and assume that these
agreements are legally valid, binding and enforceable.

Rating assigned:

  - Issuer: Eldorado Intl. Finance GmbH

  - Gtd Senior Unsecured Notes due 2026: Ba3

RATINGS RATIONALE

Eldorado's Ba3 ratings mainly reflects the company's adequate
credit metrics and very strong operational performance, with
average EBITDA margins of 60% since 2015. Eldorado has the
lowest-cost operation in the global pulp industry as a
consequence of its privileged location, forest availability and
integrated process into a state-of the-art plant. The rating also
considers its position as the second largest producer of market
pulp in Brazil, after Suzano, and the fifth largest producer of
market bleached hardwood kraft pulp (BHKP) worldwide.

Eldorado's competitive production cost reflects the quality of
its assets and vertically integrated production process (forest,
industrial and logistics), which includes self-sufficiency in
wood and electricity. Eldorado's operations are concentrated in
the state of Mato Grosso do Sul, in the central part of Brazil,
an area well suited for growing eucalyptus trees. Moody's
believes that Eldorado's ability to control input costs partially
compensates for the risk of operating primarily in a single
commodity product and in a single location. However, Eldorado's
single-plant nature and limited operational diversity makes the
company susceptible to high event risk, which constrains the
rating. An additional rating constraint is Eldorado's unbalanced
capital structure with a high concentration of debt due between
2019-2021.

Eldorado has a relatively tight liquidity schedule when Moody's
considers cash balances and debt amortizations in the next 2-3
years (72% of total debt). Still, Moody's expects the company to
generate free cash flows of around BRL 1 billion in 2019 and
2020, which will allow it to address upcoming debt maturities
while rolling over the short-term trade-related lines.
Accordingly, Eldorado has BRL 3 billion of debt related to the
Tres Lagoas pulp mill construction due between 2019-2021, or 36%
of total debt outstanding.

The proposed bond issuance is part of Eldorado's liability
management strategy and proceeds from the transaction will be
mainly used for the amortization of existing short-term debt
obligations. Moody's expects Eldorado's liquidity profile to
improve following the transaction, as it will further lengthen
the company's amortization schedule.

The stable outlook is based on Moody's expectation that
Eldorado's low cost process will allow it to sustain a strong
operating performance in the foreseen horizon. It also
incorporates Moody's expectation that the company's will benefit
from positive fundamentals in the market pulp segment in the next
12 to 18 months and will use excess cash generation to reduce
debt, while extending maturities.

An upward rating movement would require Eldorado to materially
improve its liquidity profile and capital structure by reducing
short term debt and extending maturities, while maintaining its
competitive cost position and further reducing leverage. In
addition, an improvement in its interest coverage, with adjusted
EBITDA/interest expense above 5x and positive free cash flows on
a sustained basis are required for a positive rating action,
together with cash flows diversification by source (different
segments) and/or geography (asset location).

The rating or outlook could suffer negative pressure if Eldorado
is not able to improve its liquidity profile and debt maturities
remain concentrated between 2019-2021, or debt levels increase,
with leverage, measured as total adjusted debt/EBITDA, trending
towards 4x or above, and interest coverage, measured as adjusted
EBITDA/interest expense, remaining below 4x. A significant
deterioration in the company's operating performance, with EBITDA
margins trending towards 20% or lower and negative free cash flow
generation would exert negative pressure on the rating or
outlook.

The principal methodology used in this rating was Paper and
Forest Products Industry published in October 2018.


ELDORADO INT'L: Fitch Rates Proposed Sr. Unsec. Notes BB-(EXP)
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB-(EXP)' rating to the proposed
2026 senior unsecured notes to be issued by Eldorado Intl.
Finance GmbH, and guaranteed by Eldorado Brasil Celulose S.A. and
Cellulose Eldorado Austria GmbH. The senior notes will be a
benchmark sized issuance due in 2026. The proceeds will be used
for liability management, improvement of debt maturity profile
and general corporate purposes. Fitch currently rates Eldorado's
Foreign Currency and Local Currency Issuer Default Ratings 'BB-'
with a Positive Rating Outlook.

Eldorado's ratings reflect strong pulp prices that have improved
the company's FCF generation and a reduction in uncertainty
surrounding Eldorado's ownership structure. The latter factor has
increased clarity about the company's future capital structure
and should enhance the company's ability to obtain financing from
multiple sources.

Eldorado's business profile is strong and reflects its excellent
position in the production cost curve due to productive forests,
a favourable climate for growing trees and a modern pulp mill.
The company's ratings would be higher than 'BB-' if there were
not corporate governance concerns related to its controlling
shareholder, J&F Investimentos S.A. (J&F).

The Positive Outlook on the corporate ratings reflects Fitch's
expectation that Eldorado will report strong operating results
through 2020 due to favourable pulp market conditions. Fitch
expects the company to use its robust FCF to improve liquidity,
pay down short-term and costly bank debt, and to strengthen its
capital structure before building a second pulp line. Resolutions
of the arbitrage process involving the company's non-controlling
shareholder, Paper Excellence, and/or the investigations of J&F
could also lead to positive rating actions.

KEY RATING DRIVERS

Eldorado Shareholder Structure Clarified: Overall, uncertainties
associated with the company's future shareholding structure
diminished substantially when the option for Paper Excellence to
acquire J&F's shares in the company expired in early September
2018. Fitch views the risks of Paper Excellence gaining control
of the company through an ongoing litigation or arbitrage process
to be low. This has paved the way for Eldorado to increase its
access to long-term finance and reduce its reliance on costly
short-term banks, especially in view of Eldorado's robust
operating performance amid a scenario of attractive pulp prices
until 2020. Fitch believes that if Paper Excellence, which is an
affiliated of Asia Paper and Pulp, had been able to take full
control of Eldorado it would have maintained a highly leveraged
capital structure.

Governance Remains a Rating Constraint: Eldorado's ratings have
been constrained at 'BB-' due to concerns about governance. The
controlling shareholders of J&F entered into a leniency agreement
with the Brazilian Federal Public Prosecutors Office due to their
involvement in the corruption scandal during 2017. As a result of
complications that have arisen in the process, Eldorado has not
been able to consistently release its financial statements in a
timely manner and its access to financing has been more limited
than peers with comparable business positions. Investigations of
Eldorado shareholders continue to move forward. They include
administrative procedures by the CVM (Brazilian Securities and
Exchange Commission), potential fines from the U.S. Department of
Justice and an investigation by Brazil's attorney general into
possible breaches of the terms of the J&F leniency agreement.
Fitch believes the probability that Eldorado will become involved
in them has diminished over time. In addition, any addition files
that may be incurred by the company's shareholders would likely
be paid through dividends received from Eldorado's sister
company, JBS, which produced strong financial results during
2018. JBS is among the world's largest protein companies.

Robust FCF: Fitch projects Eldorado will generate about BRL2.8
billion of adjusted EBITDA in 2018 and 2019. This compares
favorably with BRL1.7 billion of Fitch-adjusted EBITDA in 2017.
Fitch expects FCF to reach BRL1.5 billion in 2018 and average
BRL1.3 billion in the 2019-2021 period as no investments in
capacity expansion are planned and no dividends are expected to
be paid to shareholders. Elevated pulp prices have been the key
driver of higher cash flow generation.

Low Leverage: Elevated pulp prices have resulted in strong FCF
that has been used to lower net debt from BRL7.9 billion on Dec.
31, 2016 to BRL6.8 billion as of Sept. 30, 2018. Lower net debt
in combination with stronger operating results has led to a
decline in the company's net debt/adjusted EBITDA leverage ratio
from 6.2x in 2016 and 4.3x in 2017 to projected levels of 2.1x in
2018 and 1.7x in 2019. Eldorado's continued leverage reduction
will depend on the absence of expansion projects and the
company's ongoing focus to use FCF to pay down debt.

Above-Average Business Profile: Eldorado has limited scale of
operations compared with peers in Latin America and only one pulp
mill, which is located in Brazil. The company has an annual
production capacity of 1.7 million tons of BEKP, in an industry
of 62 million tons. Nevertheless, the company is extremely
competitive in the industry due to its productive forests, a
favorable climate for growing trees and a modern pulp mill. In
third-quarter 2018, the company's cash cost of production was
about USD127 per ton, which placed it firmly in the lowest
quartile of the cost curve. Eldorado also has some financial
flexibility from its forest base, with the accounting value of
the biological assets of its forest plantations at BRL2.6 billion
as of Sept. 30, 2018.

Cyclicality of Pulp Prices: The market pulp industry is very
cyclical; prices move sharply in response to changes in demand or
supply. Market fundamentals for pulp producers are favorable, as
strong demand from China has helped the market seamlessly absorb
new capacity from competitors Asia Pulp & Paper and Suzano/Fibria
Celulose (BBB-/Stable). Prices through 2020 should be healthy due
to the lack of new projects, which should help issuers build cash
positions for new projects or reduce debt accumulated during
recent pulp mill projects. China will continue to play a key role
in supporting prices, and demand should be driven by a growing
economy and the closing of pulp mills that relied upon nonwood
fibers.

DERIVATION SUMMARY

Eldorado's business profile is strong and reflects its excellent
position in the lowest quartile of the production cost curve due
to its productive forests, a favorable climate for growing trees
and a modern pulp mill. Fitch expects the company to report
robust FCF over the next three years combined with a quick
deleverage process as FCF will be used to pay down short-tenored
and costly bank debts. Following the end of the purchase
agreement between J&F and Paper Excellence, the uncertainties
surrounding Eldorado's ownership structure have been
substantially diminished, which paves the way for Eldorado to
increase its access to long-term financing at more favourable
terms and conditions.

Similar to other Latin American pulp producers, Eldorado's pulp
production cash costs are among the lowest in the world, ensuring
its long-term competitiveness. This places the company's business
risk profile in line with Latin America pulp companies like
Fibria (BBB-/Stable), Suzano (BBB-/Stable), Empresas CMPC
(BBB/Stable) and Celulosa Arauco (BBB/Stable). However, Eldorado
has only one mill located in Brazil, while its peers have higher
scale of operations and geographic diversification, like Suzano
and Fibria which have merged to become the world's leading
producer of market pulp with an annual pulp production capacity
of 11 million tons. Eldorado is also concentrated only in pulp
and is therefore more exposed to the cyclicality of pulp prices
compared with companies with higher product diversification like
Arauco and CMPC, which are leaders in the wood products segment
and tissue markets, respectively. Compared with its investment
grade peers, Eldorado's ratings are, however, still constrained
by higher refinancing risks, ongoing litigation issues at its
controlling shareholders and weaker corporate governance
standards.

KEY ASSUMPTIONS

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

  -- Pulp sales volume of 1.7 million tons;

  -- Average hardwood net pulp price between USD675 and USD725
per ton in 2018-2020;

  -- FX rate of 3.8 BRL/USD;

  -- Base case does not incorporate investments in the new pulp
mill;

  -- The company will go out with a new bond issuance of USD350
million and proceeds will be used to pay down short-term and
costly debt.

RATING SENSITIVITIES

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

  -- Increased access to bank and capital markets financing
alternatives;

  -- Positive outcome of the arbitrage process between Paper
Excellence and J&F;

  -- Conclusion of investigations involving J&F;

  -- Construction of a second pulp line.

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

  -- Negative outcome involving the arbitrage process opened by
Paper Excellence and/or involving litigations against J&F and the
Batista family affecting the company's ability to access more
adequate financing locally or abroad;

  -- Decreased access to bank financing or capital markets .

LIQUIDITY

Reduced Refinancing Risks: As of Sept. 30, 2018, Eldorado had
cash and marketable securities of BRL1.3 billion and total debt
of BRL8.0 billion, of which about BRL2.4 billion is due in the
short term. Excluding trade finance lines, debt maturities in the
short term are about BRL900 million as of Sept. 30, 2018. The
expectation of robust FCF over the next three years combined with
a clearer shareholding control is expected to substantially
reduce refinancing risks going forward and enable the company to
access long-term financing under more favorable terms and
conditions. Total debt was composed of loans from the Brazilian
Development Bank, export credit agencies, export credit notes,
trade finance lines, debentures from Fundo de Investimento do
Fundo de Garantia do Tempo de Servico, a term loan and senior
unsecured notes.

FULL LIST OF RATING ACTIONS

Fitch assigns the following rating:

Eldorado Int. Finance GmbH

-- Benchmark-sized senior unsecured notes due in 2026 'BB-
(EXP)'.

The notes will be issued by Eldorado Intl. Finance GmbH and
guaranteed by Eldorado Brasil Celulose S.A. and Cellulose
Eldorado Austria GmbH.

Fitch currently rates Eldorado as follows:

Eldorado Brasil Celulose S.A.

  - Long-Term Foreign Currency IDR 'BB-';
  - Long-Term Local Currency IDR 'BB-';
  - National Long-Term Scale rating 'A(bra)';
  - 2nd Debentures, in the amount of BRL940 million, due in 2027,
'A(bra)'.

Eldorado Int. Finance GmbH

  - Senior unsecured notes, in the amount of USD350 million and
due in 2021 'BB-'.

The transaction was issued by Eldorado Intl. Finance GmbH and
guaranteed by Eldorado Brasil Celulose S.A. and Cellulose
Eldorado Austria GmbH.

The Rating Outlook for the corporate ratings is Positive.


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GERMANIA: Files for Bankruptcy, All Flights Halted
--------------------------------------------------
Reuters reports that holiday airline Germania has collapsed,
succumbing to wider sectoral woes after failing to secure
financing to navigate a short-term cash squeeze, cancelling all
flights immediately.

Reuters says the insolvency of Germania, which carried around 4
million passengers each year, follows on from the failure of
Germany's second-biggest airline, Air Berlin, in 2017, and
underscores the turbulence in the European airlines industry.

Germania, founded in 1986, blamed rising fuel prices, a stronger
dollar, delays in integrating new aircraft into its fleet as well
as a high number of maintenance services for the cash shortage,
Reuters relates.

"Unfortunately, we were ultimately unable to bring our financing
efforts to cover a short-term liquidity need to a positive
conclusion," Reuters quotes Chief Executive Karsten Balke as
saying in a statement.

Germania's 37 aircraft mainly flew German sun-seekers to more
than 60 destinations in Europe, North Africa and the Middle East,
Reuters states.  It said all flights had been halted overnight
after it filed for bankruptcy late on Feb. 4, Reuters notes.

Germania's own financial problems emerged at the start of January
when it said it was examining several financing options to secure
its short-term liquidity needs, Reuters recounts.

According to Reuters, the company said on Jan. 19 it had received
a commitment for EUR15 million (US$17 million) in funding that
would secure its medium and long-term future, but at the end of
last week it confirmed media reports that it had delayed paying
wages.


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AQUEDUCT 3-2019: Fitch Assigns B-(EXP) Rating to Class F Debt
-------------------------------------------------------------
Fitch Ratings has assigned Aqueduct 3 - 2019 DAC expected ratings
as follows:

EUR2 million Class X: 'AAA(EXP)sf'; Outlook Stable

EUR240 million Class A: 'AAA(EXP)sf'; Outlook Stable

EUR45.5 million Class B: 'AA(EXP)sf'; Outlook Stable

EUR23.5 million Class C: 'A(EXP)sf'; Outlook Stable

EUR27.5 million Class D: 'BBB-(EXP)sf'; Outlook Stable

EUR23 million Class E: 'BB-(EXP)sf'; Outlook Stable

EUR9.5 million Class F: 'B-(EXP)sf'; Outlook Stable

EUR41.225 million subordinated notes: 'NR(EXP)sf'

The assignment of the final ratings is contingent on the receipt
of final documents conforming to information already reviewed.

The transaction is a cash flow collateralised loan obligation
(CLO). It comprises primarily European senior secured obligations
(at least 96%) with a component of corporate rescue loans, senior
unsecured, second-lien loans, mezzanine and high yield bonds. Net
proceeds from the issuance of the notes will be used to purchase
a portfolio with a target par of EUR400 million. The portfolio is
managed by HPS Investment Partners CLO (UK) LLP. The CLO
envisages a 4.5-year reinvestment period and an 8.5-year weighted
average life.

KEY RATING DRIVERS

'B+'/'B' Portfolio Credit Quality

Fitch considers the average credit quality of obligors to be in
the 'B+'/'B' range. The Fitch-weighted average rating factor
(WARF) of the identified portfolio is 31.4, below the indicative
maximum covenant WARF of 33.

High Recovery Expectations

At least 96% of the portfolio comprises senior secured
obligations. Fitch views the recovery prospects for these assets
as more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rate (WARR) of the
identified portfolio is 66.25, above the indicative minimum
covenant WARR of 65.25.

Limit on Concentration Risk

The covenanted maximum exposure to the top 10 obligors is 20% of
the portfolio balance. The transaction also includes limits on
maximum industry exposure based on Fitch's industry definitions.
The maximum exposure to the three largest (Fitch-defined)
industries in the portfolio is covenanted at 40%. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

Adverse Selection and Portfolio Management

The transaction features a 4.5-year reinvestment period and
includes reinvestment criteria similar to other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines.

Cash Flow Analysis

Up to 10% of the portfolio can be invested in fixed-rate assets,
while there is no fixed-rate liability. However, the presence of
an interest rate cap with a EUR20 million notional partially
mitigates interest rate risk. Fitch modelled both 0% and 10%
fixed-rate buckets and found that the rated notes can withstand
the interest rate mismatch associated with each scenario. The
manager will be able to interpolate between two matrices
depending on the size of the fixed-rate bucket in the portfolio.

RATING SENSITIVITIES

A 25% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated
notes. A 25% reduction in recovery rates would lead to a
downgrade of up to four notches for the rated notes.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

The majority of the underlying assets have ratings or credit
opinions from Fitch and/or other Nationally Recognised
Statistical Rating Organisations and/or European Securities and
Markets Authority-registered rating agencies. Fitch has relied on
the practices of the relevant groups within Fitch and/or other
rating agencies to assess the asset portfolio information.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.


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TSESNABANK: S&P Cuts Issuer Credit Ratings to 'SD', On Watch Neg.
-----------------------------------------------------------------
S&P Global Ratings lowered its 'B-/B' long- and short-term issuer
credit ratings on Kazakhstan-based Tsesnabank to 'SD', and its
national scale rating on the bank to 'SD' from 'kzBB-'.

S&P said, "At the same time, we lowered our ratings on
Tsesnabank's senior unsecured debt issues to 'CC' from 'B-', and
to 'kzCC' from 'kzBB-' and placed them on CreditWatch negative.

"We took these actions after Tsesnabank's registration on Jan.
29, 2018, of amendments to the terms and conditions of its
recently placed bonds (TSBNb33; ISIN: KZ2C00004430; maturing on
Oct. 15, 2028). Under these amendments, the bonds' tenor was
extended to 15 years and three months from 10 years, and the
coupon rate was lowered to 0.1% from 4%. Although the bondholders
have agreed to the changes, we view these amendments as
tantamount to a restructuring according to our criteria "Rating
Implications Of Exchange Offers And Similar Restructurings,"
published on May 12, 2009. We consider that the new offer
constitutes less than the original promise to bondholders, with
no offsetting compensation. As a result, we regard the bank as
being in a selective default, and have lowered our ratings
accordingly.

"We lowered our ratings on the senior unsecured debt because we
believe that the bank's liquidity position is still under
pressure, as shown by what we regard as bond restructuring, and
its resolution strategy is unclear at this stage. These factors
have led us to believe that the bank might also default on the
outstanding rated debt; hence we have placed those ratings on
CreditWatch negative.

"We could raise the issuer credit ratings from 'SD' and resolve
the CreditWatch on the issue ratings once we have more clarity on
the bank's resolution strategy, and its ability to service its
outstanding debt."


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VERTE SA: Warsaw Court Dismisses Bankruptcy Motion
--------------------------------------------------
Reuters reports that Verte SA on Feb. 4 said a court in Warsaw
has dismissed the company's motion for bankruptcy.

As reported by the Troubled Company Reporter-Europe on
November 17, 2017, Reuters noted that Verte SA said the assembly
of creditors approved its agreements with the company on Nov. 15,
2017.  In July 2017, Verte filed a motion for accelerated
arrangement proceedings to the court in Warsaw.

Verte SA is based in Poland.



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MOSCOW INDUSTRIAL: Bank of Russia Takes Part in Bankruptcy
----------------------------------------------------------
The Bank of Russia approved the plan of its participation in
bankruptcy prevention measures for the Moscow-based Public
Joint-stock Company Moscow Industrial Bank or PJSC MIN BANK (Reg.
No. 912) (hereinafter referred to as the "Bank"), according to
the press service of the Central Bank of Russia.

Measures aimed at ensuring the Bank's continuous activity in the
banking services market and improving its financial stability
provide for the participation of the Bank of Russia as an
investor using the facilities of the Fund of Banking Sector
Consolidation.  As the top priority measure, the Bank of Russia
will provide the Bank with funds to maintain liquidity.

In order to perform all necessary measures to support the Bank's
activity, by Bank of Russia Order No. OD-109, dated January 22,
2019, the functions of the provisional administration to manage
the Bank are assigned to LLC Fund of Banking Sector Consolidation
Asset Management Company, effective January 22, 2019.

The Bank of Russia Board of Directors took a decision to
guarantee the continuity of the Bank's activity during the
duration of the plan of the Bank of Russia's participation in its
bankruptcy prevention measures.

The Bank of Russia took the decision to apply bankruptcy
prevention measures due to the Bank's failure to overcome
financial difficulties it had been facing over the last several
years.  The Bank's problems have been caused primarily by its
strong engagement in financing non-performing investment projects
in such areas as construction, manufacturing and real estate
operations.  As a result, a large part of the Bank's assets
became illiquid and ceased earning profit.  The recognition of
impairment of such assets led to a sharp drop in the Bank's
capital and to a violation of the required ratios.

The Bank is ranked 33rd by assets among Russian banks (as of
January 1, 2019, the Bank's assets totalled RUR320.5 billion).
It has a large number of individual and corporate clients,
including small and medium enterprises, budgetary and non-profit
organizations across the country.

The Bank will continue to operate in the ordinary course, meeting
its obligations and conducting further transactions.  No
moratorium on payments under creditors' claims is introduced.


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S W I T Z E R L A N D
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CEVA LOGISTICS: Moody's Rates $825MM Senior Secured Term Loan B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 instrument rating to the
$825 million Senior Secured Term Loan B2 due 2025 to be borrowed
by CEVA Logistics AG that the group intends to use to refinance
existing debt.

All other ratings, including CEVA's existing B1 Corporate Family
Rating and B1-PD Probability of Default Rating, are unaffected by
the action.

The B1 rating on the TLB is in line with the rating on other
Senior Secured Facilities that it intends to refinance,
reflecting the senior-only financing structure.

The rating actions are driven by:

  - Moody's adjusted leverage for the last twelve months ended
September 30, 2018 is 5.3x (unchanged as a result of the
transaction). Moody's now expects leverage to reduce towards 4.5x
over the next 18 months.

  - The implementation of CEVA's new business plan is expected to
result in integration/restructuring costs as well as additional
capital expenditure to be incurred over the next two years, which
together with higher interest expenses and working capital
outflows, results in the group not being able to generate
comfortable free cash flows in the next 12-18 months.

RATINGS RATIONALE

In late 2018, CEVA unveiled a new strategic plan as a result of
CMA CGM S.A.'s (B1 Negative, "CMA") intention to launch a tender
offer to acquire a controlling shareholding in CEVA. Whilst
Moody's believes that the strategic partnership offers
significant long term benefits if well executed, it also results,
on top of the group's current underperformance, in negative free
cash flow generation within its rating horizon. The group's Q3
results have been considerably impacted by operational issues in
Contract Logistics Italy during Q3 2018, and higher than
forecasted working capital outflows resulting in Moody's adjusted
leverage for the last twelve months ended September 30, 2018 at
5.3x, one turn higher than Moody's 2018 forecast.

CEVA's B1 corporate family rating reflects the group's: (i)
relatively solid business profile given the scale, global reach
and breadth of the group's service offering; (ii) large and
diverse blue-chip customer base with high retention rates and
entrenchment in customers' operations in Contract Logistics (CL);
(iii) upside potential from greater scale and improved efficiency
in Freight Management (FM) as a result of the acquisition of
CMA's freight management business.

Conversely, the rating is constrained by: (i) exposure to
cyclical automotive, consumer and retail industries as well as
freight rates volatility; (ii) sustainability of operational
margin improvements in a low margin and highly competitive
industry; (iii) negative free cash flow generation expected over
the next 12-18 months.

Moody's continues to view CEVA's liquidity as adequate, on the
assumption that the change of control triggers in the group's
committed facilities are successfully addressed. As at September
30, 2018, the group had $368 million of cash available plus $225
million availability under its committed RCF and $53 million
availability under its asset-backed facilities.

The B1 ratings on the Senior Secured Bank Credit Facilities are
in line with the CFR, reflect their priority ranking in the event
of security enforcement and their large share in the capital
structure.

RATING OUTLOOK

The negative outlook reflects Moody's view that the group's weak
credit metrics will leave limited room for further
underperformance within the B1 rating category, with Moody's
expecting operational improvements under CMA's stewardship,
notably on free cash flow generation and synergies, to be evident
in the next 6-12 months.

FACTORS THAT COULD LEAD TO AN UPGRADE

An upgrade is unlikely in the next 18-24 months given that CEVA
is weakly positioned in the B1 rating category. There could be
upward pressure on the ratings if, for a sustained period of
time: (i) leverage falls below 3.5x; (ii) good liquidity profile
with FCF/Debt above 5%; (iii) EBIT/Interest above 1.5x.

FACTORS THAT COULD LEAD TO A DOWNGRADE

There could be downward pressure on the ratings if any of: (i)
leverage remains above 4.5x for a sustained period of time; (ii)
continued negative free cash flow generation (iii) EBIT/Interest
below 1x, or (iv) weakening liquidity.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Global Surface
Transportation and Logistics Companies published in May 2017.


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


HMV GROUP: Sunrise Records Buys Business Out of Administration
--------------------------------------------------------------
Ben Marlow and LaToya Harding at The Telegraph report that HMV
has been bought out of administration by Canadian record chain
Sunrise Records.

According to The Telegraph, the deal, headed by entrepreneur Doug
Putman, will rescue 100 HMV stores and save 1,487 jobs.  But 27
stores will close with immediate effect due to high rental costs,
resulting in 455 redundancies, The Telegraph discloses.

KPMG, the administrator that oversaw the auction, has confirmed
it will retain a further 122 employees at warehouse functions to
assist in winding down operations, The Telegraph relates.

Mr. Putman, who is also chief executive of Everest Toys, bought
HMV Canada out of bankruptcy in January 2017, The Telegraph
recounts.


IVC ACQUISITION: Fitch Assigns B(EXP) IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has assigned IVC Acquisition Topco Ltd an expected
first time Issuer Default Rating of 'B(EXP)'. The Outlook is
Stable.

The rating is constrained by high opening leverage, limited track
record of the business in its current form, as well as moderate
execution risks around the group's business integration and
future external growth. The Stable Outlook reflects its view of
some deleveraging capacity driven by solid sales growth
prospects, productivity improvements, as well as satisfactory
free cash flow (FCF) generation. The ratings are also supported
by satisfactory market positions as an emerging pan-European
veterinary care business and by strong sector fundamentals.

Assignment of the final ratings is contingent on the successful
completion of the group's proposed recapitalisation, with the
transaction materially conforming to its assumptions around debt
amounts, tenors and terms, as well as the completion of the
holdco company restructuring outside the restricted lending group
to allow the introduction of co-investors.

KEY RATING DRIVERS

Defensive, Diversified, Customer-Centric Operations: The rating
of IVC is underpinned by its satisfactory market position as an
emerging pan-European veterinary care service business, with a
strong medical and customer focus. IVC's business plan centres
around growing economies of scale, consolidating the fragmented
animal health care market and creating regionally leading
veterinary chains across western Europe. These regional
operations are supported by common head office functions
realising scale benefits. Strong market positions in selective
markets (UK & Nordics) and scalable operations should, in its
view, allow IVC to diversify the business internationally,
improving underlying profitability and optimising its mix of
service offerings.

Moderate Execution Risks: Fitch views execution risks associated
with implementing IVC's ambitious growth strategy as moderate,
given the limited track record of the group as a pan-European
business created only in 2017 in its current form. The
centralised head office function, including procurement and
centralised financial management, in particular, would benefit
from strict implementation of financial disciplines and controls
in order for existing regional operations to build up to a pan-
European scale. Positively, the group has demonstrated so far
satisfactory performance and a good track record in managing its
expansion strategy. Fitch views growing scale and consolidation
benefits as further upside to its rating case.

High Indebtedness, Deleveraging Prospects: The 'B' rating is
currently constrained by high financial indebtedness with opening
funds from operations (FFO) adjusted gross leverage just above
8.0x. Fitch views such leverage as elevated particularly given
IVC's currently limited track record as a pan-European group and
its assessment of moderate execution risk to strategically grow
and integrate the operations. Assuming a financially disciplined,
targeted, yet ambitious growth strategy, Fitch would expect some
moderate deleveraging as earnings and productivity increase on
organic and external growth, as well as on scale and cost
benefits. Fitch therefore forecasts FFO adjusted gross leverage
trending towards 7.5x by 2022.

Satisfactory Cash Conversion: The rating is further supported by
IVC's satisfactory free cash flow (FCF) generation, which Fitch
expects to remain at or above 5% over the next four years,
supported by modest working capital requirements and a low
capital intensity given the group's asset-light business model.
Fitch also projects FFO fixed charge cover at around 2.0x in its
rating case, indicating satisfactory financial flexibility for
the 'B' rating.

Consolidation Potential, M&A-driven Growth: Its rating assumes an
acceleration of IVC's 'buy-and-build' strategy, operating as
active consolidator in the fragmented European veterinary care
market. As such its rating case assumes, in line with management
guidance, a continuation and acceleration of bolt-on acquisitions
in 2019-2022, which could lead to additional funding and
liquidity requirements over the next four years. In its view, a
key prerequisite to successfully implementing such acquisition
strategy is a disciplined approach around asset selection and
enterprise value-to-EBITDA (EV/EBITDA) multiples paid, so that
the acquired assets could enhance the deleveraging prospect of
the wider group despite being debt-funded initially.

Unregulated, Defensive Business Risk Profile: Compared with human
health care services, animal care services remain unregulated,
with pet owners having to privately pay for treatments or via
insurance policies. Fitch nevertheless views IVC's business risk
profile as defensive, having proved fairly resilient to economic
cycles, offering scale benefits from the group'sleading market
position and potential to introduce retail principles to create
customer awareness and loyalty.

Above-average Recovery Prospects: The proposed senior secured
debt is rated 'B+(EXP)', one notch above the IDR to reflect
Fitch's expectation of above-average recoveries for senior
secured lenders in a default. The 'RR3' Recovery Rating reflects
recovery prospects of between 51% and 70% in a given default
scenario, as per Fitch's criteria. In its recovery assessment
Fitch conservatively values IVC on the basis of a 5.5x EV/EBITDA
multiple applied to an estimated post-restructuring EBITDA of
EUR108 million, ie. EUR155 million expected in financial year end
to September 2019 discounted by 30% (pro-forma for acquisitions
already completed).

Following the application of a standard 10% administrative claim,
Fitch has assumed IVC's revolving credit facility (RCF) (deemed
to be fully drawn) and the term loan B (TLB) - both ranking pari
passu, would recover 55% of their claims in an event of default
or a forced restructuring.

DERIVATION SUMMARY

Fitch bases its rating assessment of IVC on its generic navigator
framework, overlaying it with considerations of the underlying
animal care and consumer service characteristics, which drive its
business profile. IVC's strategy of consolidating a fragmented
care market and generating benefits from scale and standardised
management structures is similar to strategies currently
implemented by other health care operations rated by Fitch such
as laboratory services and dental/optical chains. The key
difference is that the animal care markets are not regulated
compared with the human health care, which allows for greater
operational flexibility, but also introduce a higher
discretionary characteristic to an otherwise defensive spending
profile.

Based on its peer analysis IVC's rating of 'B(EXP)' is well
positioned within the European health care service providers with
adequate-to-strong market positions in each of the group's
regions of operations, benefitting from attractive underlying
market fundamentals and consolidation opportunities.

IVC is positioned well against other 'B' rated credits,
underpinned by an opening FFO adjusted gross leverage of just
above 8.0x, expected EBITDA margin improvement of around 120bp by
2020 and satisfactory FCF generation. Compared with some of IVC's
high-yield peers such as Finnish private health operator
Mehilainen Yhtym Oy (B/Stable), and pan-European Laboratory
testing company Synlab Unsecured Bondco PLC (B/Stable), Fitch
observes a similar financial risk profile for IVC, which however
is counterbalanced by a less mature business model and at present
a limited track record on successfully implementing its rapid
consolidation outside its Nordic and UK core markets.

KEY ASSUMPTIONS

  - Organic revenue of CAGR 4.6% and total revenue growth, and
including acquisitions a CAGR of 25%

  - Underlying EBITDA margins gradually improving by around 120bp
by 2020, as productivity benefits from additional scale, further
integration, cost and supply chain synergies and optimisation of
pricing structures

  - Positive working capital profile, representing 0.5% of sales,
driven by flexibility in term contracts

  - Limited capital intensity, with total capex at around 3% of
revenue

  - Acceleration of bolt-on acquisitions until FY22 and in line
with management guidance, potentially requiring additional debt
issuance up to FY22

  - No dividends

RATING SENSITIVITIES

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

  - Ability to further integrate operations, build scale and
profitability leading to a reduction in FFO adjusted gross
leverage below 6.5x, EBITDA margin above 17%, and FCF generation
in high single percentage points on a sustained basis

  - Satisfactory financial flexibility with FFO fixed charge
cover sustainably above 2.5x

  - Demonstration of a maturing business model, characterised by
enhanced diversification and greater scale with revenue trending
toward GBP2 billion

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

  - Erosion of profitability due to failure, or delays, to
integrate and develop the operations leading to EBITDA margin
falling below 12%

  - Negative FCF, potentially as a result of an unsuccessful
acquisition strategy driving weaker credit metrics such as FFO
adjusted gross leverage above 8.0x (pro-forma for acquisitions)

  - FFO fixed charge coverage below 1.5x on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Near-term Liquidity: IVC's near-term liquidity
position is comfortable, supported by the non-amortising nature
of the planned TLB with no debt maturity before 2025. Financial
flexibility is enhanced by a GBP200 million RCF, expected to be
fully undrawn following the closing of the refinancing.

Liquidity is further supported by its expectation of positive FCF
generation projected at 5%-6%. While the RCF is available to fund
acquisitions, Fitch expects additional funding requirements by
2022 to support its ambitious acquisition strategy, as the group
favours growth over deleveraging.


JAGUAR LAND: Fitch Puts BB Long-Term IDR on Rating Watch Negative
-----------------------------------------------------------------
Fitch Ratings has placed Jaguar Land Rover Automotive plc's
Long-Term Issuer Default Rating and senior unsecured rating of
'BB' on Rating Watch Negative.

The rating action reflects the increasing risks of a disorderly
Brexit, which could have a severe impact on JLR's financial
profile. The group has a significant trade imbalance and
production bias to the UK and could be significantly affected by
trade barriers and various logistic issues. This could lead to
much lower sales, higher costs and greater working capital
outflows than in its base case, weighing on cash generation. This
in turn could strain the group's liquidity position.

Fitch aims to resolve the RWN in the coming months when Fitch
will have more clarity about the outcome of Brexit and its impact
on JLR. This could lead to a downgrade of at least one notch.

KEY RATING DRIVERS

Increasing Brexit Risks: Risks of a disorderly Brexit have
increased in recent weeks and could have a material impact on
JLR's competitive position and credit profile. The group sells
about 80% of its vehicles outside of the UK but builds them
quasi-exclusively in the UK, making it particularly exposed to
Brexit issues and risks related to potential increased global
tariffs. The new assembly plant in Slovakia and the use of a
subcontractor in Austria should somewhat ease the production
imbalance in the medium term but the group remains heavily at
risk in the short-term.

A no-deal Brexit may significantly disrupt the group's supply
chain and ability to manufacture and sell its vehicles, in turn
putting material additional pressure on earnings and cash
generation compared with its base case projections.

Weak Profitability: A disorderly Brexit could amplify the extent
of operating losses and lead to a negative mid-single digit EBIT
margin in FY20 (March). Excluding the impact of a no-deal Brexit,
Fitch's projections are already more conservative than the
group's FY19 EBIT margin guidance of around breakeven. In
particular, Fitch expects earnings to be impacted by a
combination of lower revenue growth, weak net pricing, higher
production costs as well as by rising depreciation costs from
recent investments. New restructuring measures should,
nonetheless, limit the decline in profitability and support a
gradual recovery.

Sustained Negative FCF: Free cash flow (FCF) was substantially
negative in FY18. Fitch believes a no-deal Brexit could lead to
double-digit negative FCF margins in FY20 as underlying negative
funds from operations are compounded by working capital
absorption. However, the extent and timing of working capital
swings are difficult to forecast and could turn positive in FY21.
JLR guided towards lower investments than previously announced,
but Fitch expects high capex of GBP3.5 billion-GBP4 billion in
2019-2021 and lower profitability to keep FCF negative until
FY21.

Weakening Financial Metrics: Its projections for extremely
negative FCF in FY20 under a hard Brexit scenario could lead to
an increase of the FFO adjusted net leverage to more than 2x at
end-FY20, from 0.1x at end-FY18, and negative 0.2x at end-FY17.
The combination of declining funds from operations (FFO) and
higher debt resulted in JLR moving to an adjusted net debt
position at end-FY18 from an adjusted net cash position at end-
FY17.

Significant Capex: Fitch expects JLR's bold investment plan to
bolster the group's business profile by improving the
manufacturing footprint outside of the UK and by enhancing JLR's
agility to respond to key sector trends. However, capex cannot be
postponed or cut materially without hindering the group's long-
term positioning, which would limit the company's flexibility to
limit free cash absorption.

Limited Scale and Product Diversity: JLR's scale and range of
products are smaller than premium-segment peers', which raises
the risk of volatility in earnings and cash flow, and constrains
the group's business profile. However, JLR's recent heavy
investments are increasing the group's product breadth and
volume, thereby helping to diminish this business risk. In
particular, JLR is increasing its focus on electrification,
autonomous driving and shared mobility. The group also benefits
from its brands' solid reputation and history and, notably, Land
Rover's undisputed market position and track record in the
booming SUV segment.

Geographic Diversification Improving: JLR's efforts over the last
five years have helped the group achieve a more balanced
geographic mix, with over half of retail sales volumes outside of
Europe. JLR's growth in China has been rapid and the group is the
fourth-largest automaker in the premium segment by volume after
Audi, BMW and Mercedes. Nonetheless, the Chinese premium-car
market has matured and growth rates and pricing are weakening
materially. This is likely to put pressure on JLR's revenue and
earnings in the foreseeable future.

Fuel Efficiency Requirements: Tightening emission requirements in
both developed and developing countries remain a challenge for
JLR as its product portfolio is currently weighted towards
larger, less fuel-efficient SUVs. JLR's product portfolio is also
heavily biased towards diesel, which now accounts for around 85%
of JLR's sales in Europe, while sales of diesel powertrain are
falling in the region. The group is increasing flexibility
through its new modular platform and is broadening its product
line, but material uncertainty remains about the speed and extent
of the shift to hybrid and electric powertrain, notably in
Europe.

DERIVATION SUMMARY

JLR competes in the profitable premium segment with Daimler AG's
Mercedes (A-/Stable), BMW AG and the multi-brand Volkswagen AG
(BBB+/Stable), notably Audi, but it lacks the scale of its much
larger German peers. The group's limited product portfolio and
lower diversification are a constraint on the ratings, but the
group's model range is expanding and the product track record has
built up in the past three-to-five years.

JLR is also the most exposed to risks related to a disorderly
Brexit in its portfolio of automotive manufacturers.

Profitability and cash generation have historically been stronger
than at its mass market peers Fiat Chrysler Automobiles N.  (FCA,
BBB-/Stable), Peugeot S.A. (PSA, BBB-/Stable) and Renault SA
(BBB/Stable), and in line with that at German premium
manufacturers. However, the profitability decline in 2017-2018 is
putting JLR at a major disadvantage compared with its main peers
as the group is currently undergoing a period of challenges and
significant expansion, both with respect to capacity and product
range, resulting in negative FCF and lower margins than its
through-the-cycle average.

KEY ASSUMPTIONS

  -  Revenue falling by around 3% in FY19, notably from lower
unit sales, before recovering to slightly positive in FY20 and by
mid- to high-single digits through to FY22

  - Further deterioration of the EBIT margin to moderately
negative in FY19 and gradual recovery to less than 1% in FY20

  - Capex maintained around GBP4 billion in FY19-FY20, declining
to around GBP3.5 billion in FY21-FY22

  - Dividend payment cut back to GBP150 million from FY20

RATING SENSITIVITIES

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

  - Orderly Brexit outcome, limiting the negative impact on
credit metrics

  - Further product diversification and an increase in scale
towards GBP30 billion revenue, combined with a rebuilding of a
positive track record in maintaining robust profitability and
financial structure

  - Operating margin above 4%

  - FCF margin sustainably above 0.5%

  - FFO-adjusted net leverage remaining below 0.5x

  - Refinancing of maturing bonds for a higher amount to
compensate for the expected negative FCF

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

  - Evidence of a disorderly Brexit impacting JLR's financial
profile, leading to a further delay in recovery of the operating
and FCF margins

  - Material weakening of JLR's liquidity position

  - Further deterioration in key credit metrics including FFO-
adjusted net leverage increasing to 1.5x

  - Problems with implementation of new product introduction and
production footprint expansion or decreasing market share

LIQUIDITY AND DEBT STRUCTURE

Liquidity at Risk: JLR's liquidity is ample but could be
challenged by the effects of a disorderly Brexit in case of a
sudden cash drain coming mostly from working capital absorption.
At end-September 2018, JLR reported cash and cash equivalents of
GBP1.8 billion, short-term liquidity deposits of GBP0.8 billion
and committed undrawn facilities of GBP1.9 billion maturing in
2022. Total reported debt at end-September 2018 was GBP4.4
billion, including GBP0.7 billion of short-term maturities,
before adjustments at end-FY18 of GBP0.7 billion for operating
leases and GBP0.5 billion for restricted cash and cash deemed not
fully available to account for intra-year working capital
volatility.

Recent Refinancing Steps: JLR issued a EUR500 million senior
unsecured bond in September 2018 and a fully drawn USD1 billion
senior unsecured syndicated loan in October 2018, which matures
in January 2025, with 20% amortising in October 2022. Fitch
expects further issuance in the next 12 months to compensate for
expected cash absorption as the group targets to keep liquidity
to 12%-15% of revenue.


LERNEN BIDCO: S&P Assigns B- Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
Lernen Bidco Limited, (a financing subsidiary of education
company, Lernen Bondco PLC, operating as Cognita), has
successfully placed EUR255 million of second-lien debt and used
the proceeds to repay shareholder loans along with part of the
group's first-lien debt.

S&P Global Ratings assigns its 'B-' long-term issuer credit
rating to Lernen Bidco Limited, the entity at which the future
consolidated accounts of the group will be prepared. S&P is also
raising its issue rating on Lernen Bidco's first-lien bank loan
debt (current outstanding amount of GBP472.3 million equivalent,
compared with the initial GBP555.8 million) to 'B' from 'B-'.

The upgrade of Lernen Bidco's first-lien debt follows the
announcement that it has repaid a portion of the first-lien debt
from the proceeds of the GBP225 million equivalent second-lien
bank debt (not rated).

The proceeds of the new EUR255 million (GBP225 million
equivalent) second-lien facility were used to repay about
EUR95.85 million of first-lien debt, and the remaining proceeds
to repay part of the shareholder loan from the Jacobs family and
a revolving credit facility. This transaction does not affect our
rating or outlook on Cognita as we already took this refinancing
into account in Nov. 30, 2018 when the Jacobs family extended a
temporary shareholder loan of about EUR159 million. Post-
transaction, S&P expects S&P Global Ratings-adjusted debt to
EBITDA to remain close to 9.0x in the fiscal year 2019, improving
toward 7.5x in 2020. This is in line with S&P's expectation when
it assigned its 'B-' long-term issuer credit rating to Lernen
Bondco Plc.

S&P said, "The stable outlook reflects our view that Cognita will
sustain at least 10% revenue growth annually, fueled by organic
growth and acquisitions, in the next 12 months. We expect
Cognita's adjusted EBITDA margin will gradually improve toward
24% by 2020 thanks to diversification into higher-margin markets
and operating leverage benefits from recent investments. We
believe that the company's gradual deleveraging will result in
its adjusted debt to EBITDA staying well above 5x. This is once
it realizes improved utilization of additional capacity from the
greenfield projects, absent any material debt-financed
acquisitions or shareholder returns. In addition, we expect free
operating cash flow (FOCF) to remain materially negative in
fiscal 2019 during the growth phase.

"The stable outlook also incorporates our anticipation that
Cognita will maintain adequate liquidity by reducing its
discretionary capital expenditure (capex) spending if operating
performance is weaker than we currently expect.

"We could lower the rating on Cognita if its operating
performance weakened materially below our projections. This could
result from the group's inability to improve its capacity
utilization or increase fees at least in line with its costs, and
would translate into lower revenue growth than we currently
incorporate in our projections. Operating underperformance could
lead to an unsustainable capital structure, which could lead us
to downgrade Cognita. We could also take a negative rating action
if capex overruns lead to negative FOCF for an extended period,
or if the group exhibits a more aggressive financial policy, for
example, as a result of another round of large debt-funded
acquisitions, greenfield projects, or shareholder returns. In
addition, we could lower the rating if the group's liquidity
weakened.

"We could upgrade Cognita if its performance materially exceeded
our base-case assumptions and it substantially reduced leverage
to an S&P Global Ratings' adjusted debt-to-EBITDA ratio of well
below 7.5x or lower, while EBITDA interest coverage improved to
2.0x. An upgrade would also hinge on our view that the group
would be able to generate and sustain sizable positive FOCF."


TEXTILE IMPORTS: Cashflow Problems Prompt Administration
--------------------------------------------------------
Business Sale reports that Burnley-based manufacturer and
designer of home furnishings, Textile Imports Limited has entered
administration. Offers are currently being sought for the
purchase of the business.

Steven Muncaster and Sarah Bell -- sarah.bell@duffandphelps.com
-- both of Duff & Phelps have been appointed as joint
administrations and will continue to trade the business while a
buyer is found, Business Sale relates.

The 33-strong workforce has blamed cashflow problems as the
reason for the decision to enter administration, Business Sale
discloses.

According to Business Sale, joint administrator, Mr. Muncaster,
said: "The company has faced a series of cash flow challenges in
recent months as a result of a poor trading position.

"This has been driven, in part, by the softening of consumer
demand which has depressed spending.

"It is, however, our stated intention to continue to trade the
business as we search for a buyer and would encourage anyone who
is interested to contact us."

Established in 1953, Textile Imports has a rich history and
manufactures, designs, imports and distributes a range of high
quality branded home furnishings and also is a supplier of online
and retail businesses of all sizes.


VEDANTA RESOURCES: Moody's Affirms Ba3 CFR Alters Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service has changed the outlook on Vedanta
Resources Limited's ratings to negative from stable.

At the same time, Moody's has affirmed the company's Ba3
corporate family rating and the B2 rating on the senior unsecured
notes.

RATINGS RATIONALE

"The rating action reflects the heightened risk of cash movement
outside Vedanta, following a $561 million structured payment by
the company's operating subsidiary to ultimate shareholder Volcan
Investments Ltd.. As well, our expectations for underlying
operating earnings have been lowered, which will lead to elevated
leverage for the ratings", says Kaustubh Chaubal a Moody's Vice
President and Senior Credit Officer.

"We view the related-party investment as credit negative for
Vedanta and a means to fund the risk appetite of its shareholder,
a clear indication of the company's willingness to deploy cash at
Vedanta to support Volcan interests," says Chaubal, who is also
Moody's lead analyst on Vedanta.

Moody's earlier ratings on Vedanta were based on the expectation
that Volcan will not move cash from Vedanta to provide liquidity
to itself. The deferred payment is therefore a clear departure
from this expectation, and exacerbates the risk that Volcan will
continue to use Vedanta as a financing vehicle.

On January 31, Vedanta's 50.1%-owned subsidiary, Vedanta Ltd,
announced that its wholly owned subsidiary Cairn India Holdings
Limited (CIHL) made a deferred investment in a structured product
issued by Volcan.

In addition to an immediate cash outflow of $208 million in
December 2018 to Volcan, CIHL has committed to make deferred
payments aggregating $353 million until October 2020.

As consideration for the deferred payment, Volcan had issued a
structured instrument that provides CIHL with the economic
interest in the upside potential of 24.71 million equity shares
in Anglo American plc (AA, Baa3 positive), but this does not
allow CIHL any voting rights, or even the right to receive
dividends.

In 2017 Volcan acquired 271.7 million shares of AA, giving it a
19.63% shareholding in the global diversified miner. To fund the
GBP3.5 billion acquisition, Volcan issued interest-bearing
mandatorily exchangeable bonds (MXB), maturing in 2020.

The bonds are not callable, the principal is backed by shares in
AA and dividends accrue to the bondholders. Upon maturity, if
AA's share price is higher than Volcan's purchase price in 2017,
9.1% of the 271.7 million shares, or 24.71 million shares, will
accrue to Volcan.

Volcan has the option to repay the GBP3.5billion loan and obtain
ownership of the shares. Alternatively, the bonds can be
exchanged into AA shares, at Volcan's option.

CIHL's related-party investment in Volcan's structured product
gives it the economic interest in the said 24.71 million shares.
The investment stipulates capital and downside protection,
although Volcan's ability to deliver on that promise cannot be
assessed, given no public record of its indebtedness, investments
or liquidity.

Meanwhile, Vedanta's operating results for the fiscal year ending
March 2019 (fiscal 2019) will be subdued, reflecting some
softness in commodity prices and elevated costs, especially for
its aluminum business.

With fiscal 2019 consolidated EBITDA in the $3.6 billion -$3.9
billion area, adjusted debt/EBITDA leverage will range 4.0x --
4.3x at March 31, exceeding the 4.0x downgrade trigger.

The negative outlook incorporates its concern that there is an
increased likelihood that Vedanta may be used as a financing
vehicle for Volcan.

The negative outlook also reflects Moody's view that Vedanta's
credit profile will remain sensitive to movements in commodity
prices that are exposed to further downside risk.

Moody's could downgrade the company's ratings if Vedanta takes on
any additional exposure to Volcan, including direct or indirect
upstreaming.

The CFR could also be downgraded if commodity prices weaken for
an extended period such that LTM consolidated EBITDA drops below
$3.5 billion despite the company's efforts in ramping up
shipments and containing costs.

Key financial metrics indicative of a lower rating include
adjusted debt/EITDA leverage remaining above 4.0x, EBIT/interest
coverage below 2.5x, or cash flow from operations less
dividends/adjusted debt below 15%, all on a sustained basis.

The ratings could also experience downward pressure if Vedanta
undertakes any large debt-financed acquisition that materially
skews its financial profile, or if there is an adverse ruling
with respect to Cairn India Ltd's disputed $3.2 billion tax
liability.

Indicators of positive ratings pressure could include adjusted
debt/EBITDA in the 3.0x -- 3.3x range and EBIT/interest coverage
above 3.0x, along with positive free cash flow generation, all on
a sustained basis.

The principal methodology used in these ratings was Mining
published in September 2018.

Vedanta Resources Limited, headquartered in London, is a
diversified resources company with interests mainly in India. Its
main operations are held by Vedanta Ltd, a 50.1%-owned
subsidiary. Through Vedanta Resources' various operating
subsidiaries, the group produces oil and gas, zinc, lead, silver,
aluminum, iron ore and power.

Delisted from the London Stock Exchange in October 2018, Vedanta
Resources is now wholly owned by Volcan Investments Ltd. Founder
chairman Anil Agarwal and his family are the key shareholders of
Volcan. For the 12 months ending September 30, 2018, Vedanta
Resources reported revenues of $15.6 billion and operating EBITDA
of $3.8 billion.



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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.


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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.


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