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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

          Tuesday, April 16, 2019, Vol. 20, No. 76

                           Headlines



A U S T R I A

HYPO TIROL: Moody's Hikes Subordinate Medium Term Note to '(P)Ba1'


F R A N C E

ELIOR GROUP: Fitch Affirms Then Withdraws 'BB' LT IDR


G E O R G I A

GEORGIA: S&P Alters Outlook to Positive on Economic Resilience


G E R M A N Y

SENVION HOLDING: S&P Cuts Issuer Credit Rating to CC, Outlook Neg.


I T A L Y

CREDITO VALTELLINESE: Moody's Affirms Ba3 LongTerm Deposit Ratings


L U X E M B O U R G

FAGE INTERNATIONAL: Moody's Alters Outlook on B1 CFR to Negative


N E T H E R L A N D S

DRYDEN 69: Fitch Assigns 'B-(EXP)' Rating on Class F Debt
DRYDEN 69: Moody's Gives (P)B2 Rating to EUR10.3MM Class F Notes
TEVA PHARMACEUTICALS: Fitch Rates Unsec. Revolver Loans 'BB'


N O R W A Y

TORUK AS: Moody's Withdraws B3 CFR Due to Inadequate Data


U K R A I N E

UKRAINE: S&P Affirms B-/B Sovereign Credit Ratings, Outlook Stable


U N I T E D   K I N G D O M

ARCADIA GROUP: Two Restructuring Specialists Set to Join Board
ENSCO PLC: Moody's Cuts CFR to B3 & Senior Unsecured Notes to Caa1
INTERSERVE PLC: Two Execs Earned GBP1.99MM Ahead of Collapse
KIER GROUP: New Chief Executive to Lead Strategic Review
MONSOON ACCESSORIZE: Appoints Deloitte to Prepare for CVA

STORE FIRST: Winding-Up Petition Hearing Begins in High Court

                           - - - - -


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A U S T R I A
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HYPO TIROL: Moody's Hikes Subordinate Medium Term Note to '(P)Ba1'
------------------------------------------------------------------
Moody's Investors Service has upgraded Hypo Tirol Bank AG's senior
unsecured debt and deposit ratings by one notch to Baa1 from Baa2,
and upgraded the ratings of Hypo Tirol's backed senior unsecured
debt instruments that benefit from a deficiency guarantee of the
State of Tyrol to A2 from A3; the outlook on these ratings was
changed to stable from positive. The rating agency also upgraded
Hypo Tirol's long-term Counterparty Risk rating to A3 from Baa1.

Concurrently, Moody's upgraded the bank's Baseline Credit
Assessment (BCA) and Adjusted BCA to baa3 from ba1.

The rating upgrades take account of Hypo Tirol's improved financial
fundamentals, in particular its asset risk and profitability
metrics. The stable outlook reflects Moody's expectation that Hypo
Tirol will be able to maintain its improved financial profile.

RATINGS RATIONALE

UPGRADE OF HYPO TIROL'S BASELINE CREDIT ASSESSMENT

The upgrade of Hypo Tirol's BCA to baa3 from ba1 reflects the
continued progress of the bank in reducing its asset risks,
complemented by a somewhat improved profitability. This improvement
is balanced by the bank's moderating liquid resources, reflecting
rising investments into lending activities to compensate for
persistent profitability challenges.

Moody's says that the reduction of Hypo Tirol's legacy Italian loan
exposure, in combination with overall declining volumes of
nonperforming loans, have resulted in an improvement of the bank's
asset quality. Over the past years, Hypo Tirol has successfully
restructured and wind down its Italian business segment which
previously caused a persistent and elevated level of nonperforming
loans.

Hypo Tirol's profitability remains low when compared
internationally but it has somewhat improved and now more closely
matches the level reported by its Austrian peers. While the
improved profitability also reflects the benign economic
environment in Austria and Northern Italy and resulting
exceptionally low loan loss provisions, the rating agency expects
that the bank will able to maintain achieved improvements through
measured growth and cost discipline.

The rating agency's assessment also takes into account a moderate
weakening of Hypo Tirol's liquidity profile, as the bank expands
lending, thereby reducing its sizeable liquid resources. Hypo
Tirol's future lending growth is partly dependent on its ability to
access capital market funding, predominately to investors in
Austria and Germany.

UPGRADE OF THE BANK'S LONG-TERM RATINGS

The upgrade of Hypo Tirol's long-term ratings and ratings inputs by
one notch follows the one-notch upgrade of the bank's BCA. The
long-term ratings therefore reflect the bank's baa3 BCA and
unchanged results from Moody's Advanced Loss Given Failure (LGF)
analysis, which takes into account the severity of loss faced by
different liability classes in resolution and which continues to
provide two notches of rating uplift for the bank's long-term
senior unsecured and deposit ratings and three notches of rating
uplift for the bank's Counterparty Risk ratings and Counterparty
Risk Assessment. Moody's continues to view the likelihood of
support from the Austrian government (Aa1, Stable) to be
forthcoming to Hypo Tirol in case of need as low, not resulting in
any rating uplift.

The upgrade of Hypo Tirol's backed senior unsecured and backed
subordinated debt ratings by one notch reflect the upgrade of the
bank's BCA by one notch, unchanged results and rating uplift from
Moody's Advanced LGF analysis as well as an unchanged assumption of
a high support probability from the State of Tyrol for these debt
instruments. The assumption of a high likelihood of support by the
State of Tyrol results in unchanged two notches of additional
rating uplift for these guaranteed instruments, compared with Hypo
Tirol's equivalent non-guaranteed ratings.

RATIONALE FOR THE STABLE OUTLOOK

The outlook on Hypo Tirol's long-term senior unsecured debt and
deposit ratings is stable, reflecting Moody's view that Hypo Tirol
will be able to sustain achieved solvency improvements and maintain
its current funding structure over the outlook horizon.

WHAT COULD MOVE THE RATINGS UP/DOWN

An upgrade of Hypo Tirol's ratings could be prompted by a higher
BCA and/or a change in the bank's liability structure that could
prompt a better result from Moody's Advanced LGF analysis, for
example through significantly higher volumes of subordinated debt
and/or the issuance of junior senior unsecured bonds.

Upward pressure on Hypo Tirol's BCA could result from (1) a further
meaningful and sustained reduction in the bank's asset risk, for
example through a substantial improvement in its problem loan
ratio, or significantly lower sector and geographical
concentrations; and/or (2) materially higher profitability without
compromising its risk profile.

A downgrade of Hypo Tirol's ratings could be triggered following a
downgrade of the bank's BCA and/or an increase in the expected loss
severity, for example because of a reduction of loss-absorbing
instruments, resulting in fewer notches of rating uplift from
Moody's Advanced LGF analysis.

A downgrade of Hypo Tirol's BCA could result from (1) renewed
weakness of asset quality indicators; (2) a significant reduction
of its capitalization; and/or (3) a material and sustained
reduction in its profitability.

LIST OF AFFECTED RATINGS

Upgrades:

  LT Bank Deposits (Local & Foreign Currency), Upgraded
  to Baa1 from Baa2, Outlook Changed to Stable from Positive

  Senior Unsecured (Local Currency), Upgraded to Baa1
  from Baa2, Outlook Changed to Stable from Positive

  Senior Unsecured MTN (Local Currency), Upgraded to
  (P)Baa1 from (P)Baa2

  Subordinate MTN (Local Currency), Upgraded to (P)Ba1
  from (P)Ba2

  Backed Senior Unsecured (Local Currency), Upgraded to
  A2 from A3, Outlook Changed to Stable from Positive

  Backed Senior Subordinate (Local Currency), Upgraded to
  Baa2 from Baa3

  Backed Subordinate (Local Currency), Upgraded to Baa2
  from Baa3

  Adjusted Baseline Credit Assessment, Upgraded to baa3 from ba1

  Baseline Credit Assessment, Upgraded to baa3 from ba1

  LT Counterparty Risk Assessment, Upgraded to A3(cr) from
Baa1(cr)

  LT Counterparty Risk Rating (Local Currency), Upgraded to A3 from
Baa1

Affirmations:

  ST Bank Deposits (Local & Foreign Currency), Affirmed at P-2

  ST Counterparty Risk Assessment, Affirmed at P-2(cr)

  ST Counterparty Risk Rating (Local Currency), Affirmed at P-2

Outlook Action:

  Outlook, Changed to Stable from Positive




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F R A N C E
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ELIOR GROUP: Fitch Affirms Then Withdraws 'BB' LT IDR
-----------------------------------------------------
Fitch Ratings has affirmed Elior Group SA's Long-Term Issuer
Default Rating at 'BB'. The Outlook is Stable. Fitch has
simultaneously withdrawn Elior's rating for commercial reasons.
Accordingly, Fitch will no longer provide ratings or analytical
coverage for Elior.

The rating affirmation reflects a resilient business model
characterised by revenue visibility, due to a high contract
retention rate and benefiting from a growing trend of outsourcing
in many sectors. However, given a recent decline in margins and an
increase of leverage above Fitch's rating sensitivities, rating
headroom is low even after incorporating its expectations of
improving profitability and decreasing leverage within the next 12
months.

The assessment does not reflect the effect on the capital structure
from the potential sale of Elior's concession catering business,
which represents almost 40% of EBITDA and would materially modify
the company's operating profile. The company has not provided
details on the allocation of potential proceeds although Fitch
understands from managament that they could be used for investing
in the remaining contract catering business and for some net debt
reduction.

The rating was withdrawn for commercial reasons.

KEY RATING DRIVERS

Resilient Catering Business Model: The rating continues to be
underpinned by a stable and resilient business model, supported by
long-term growth prospects and the ongoing trend towards
outsourcing. Revenue is stable with low contract renewal risk,
supported by medium- to long-term contracts in concession catering
and high retention rates of over 90% in the contract catering
business. The large scale, strong brand name, and diverse customer
base of Elior support organic growth across all of its geographic
markets and most of its segments, but the company is not immune to
economic downturns, as some of its revenue is linked to local
economies, employment levels, or budgetary pressures, and can be
impacted by weaker consumer confidence and reduced spending.

Margin Deterioration but Recovery Expected: In the last two
financial years (to September 2017 and 2018) Elior saw its margins
decline and revised its profit guidance twice. Although part of
this profitability decline is due to non-recurring factors such as
delays in the ramp-up of new contracts, pressure on margins is
mounting in the French market, where the company is still
concentrated (43% of FY18 sales, 44% of EBITDA) and due to
increased outsourcing in some customer sectors. Due to cost
initiatives and greater discipline on contract pricing by new
management, Fitch expects EBITDA margin to increase to 7.6% in FY22
from 7.3% in FY18, albeit lower than FY16's 8.4%.

Slower-Than-Expected Deleveraging: As a result of the lower
profitability and free cash flow (FCF) generation of the existing
business portfolio, Fitch projects that Elior will maintain higher
leverage than Fitch's 'BB' median for business services issuers.
However, Fitch expects new management to deliver a more prudent
expansion and procurement strategy, which should lead to an
acceleration of deleveraging, despite its assumption of a
continuation of debt-funded bolt-on acquisitions. At the same time,
Fitch expects management to remain committed to their target of net
debt/EBITDA of 3x.

New Management, Execution Risks: Since December 2017 Elior has
largely renewed its management team, which introduced a new
three-year plan in June 2018, including a focus on profitable
growth, targeted international expansion (in particular through
bolt-on mid-size acquisitions in the US), cost-cutting, procurement
and digital enhancements. Execution risk to implement this
turnaround strategy remains high when the company is facing more
pressure on the French market. However, Fitch sees benefits from
the strategy and believe the risk to be manageable, which therefore
should not weigh on the company's 'BB' IDR.

Potential Sale of Concession Catering: Further to the review of
strategic options related to its concession catering activities the
company in March 2019 announced exclusive discussions with PAI
Partners regarding a potential sale of this segment, which
represents 27% of total revenue and almost 40% of EBITDA. At
present no terms and conditions of this sale nor use of proceeds
have been announced, although management sees the potential
transaction as possibly leading to some net debt reduction and
releasing resources for external growth of the remaining contract
catering business. Fitch does not have enough information to assess
the implications of this strategic transaction on Elior's rating
and therefore has not incorporated this event in its rating case
projections.

Limited Geographic Diversification: The rating continues to be
constrained by lower geographical diversification relative to
peers'. While its proportionate contribution is declining, France
alone continued to account for about 44% of EBITDA in FY18 (vs. 61%
in FY14). The company's strategy to diversify into the US is
credit-positive in Fitch's view, as this market is highly
fragmented and supported by growth in demand for outsourcing.

DERIVATION SUMMARY

Elior is one of the leading contract and concession caterers
globally, behind Compass Group PLC (A-/Stable) and Sodexo SA . The
lower rating is due to its smaller scale, its lower geographical
diversification and a weaker financial profile relative to these
two peers. Aramark (bb+*/stable) is a US contract catering business
with a larger scale and better financial profile.

Compared with Elis SA (BB/Stable), a leading provider of flat linen
and ancillary hospitality services, Elior has larger scale and
lower leverage. Elis, however, benefits from higher profitability
and FCF generation.

KEY ASSUMPTIONS

  - Since details as to timing, proceeds or allocation of proceeds
of the potential divestment of the concession catering business are
not available, Fitch is not incorporating this event in Fitch's
assumptions

  - 4.5% revenue CAGR with organic growth between 2% and 2.9%,
excluding disposals and acquisitions, over FY19-FY22.

  - EBITDA margin improving towards 7.6% by end-FY22.

  - Capex between 3.7% and 4.4% of revenue in FY19-FY22; at the
higher end in FY19 on the back of higher concession catering
allocation.

  - Acquisitions of EUR150 million in FY19 and then around EUR100
million p.a..

  - Annual dividend set at 40% of net result; payable 70% in cash,
30% in shares.




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G E O R G I A
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GEORGIA: S&P Alters Outlook to Positive on Economic Resilience
--------------------------------------------------------------
S&P Global Ratings, on April 12, 2019, revised its outlook on the
Government of Georgia to positive from stable. At the same time,
S&P affirmed its 'BB-/B' long- and short-term foreign and local
currency ratings.

Outlook

The positive outlook primarily reflects S&P's view that Georgia's
economic and external performance has the potential to outperform
our current forecast over the next 12 months. It also reflects the
country's continued compliance with the conditions of the existing
funded IMF arrangement.

Upside scenario

S&P said, "We could raise the ratings if Georgia's economic
performance proved stronger than our present expectations. We could
also raise the ratings if Georgia's external position strengthened,
for example, as a result of stronger export performance and higher
foreign exchange reserves at the National Bank of Georgia (NBG). At
the same time, we expect public finances to remain controlled."

Downside scenario

S&P said, "We could revise the outlook to stable if weaker growth
in Georgia's key trading partners, contrary to our expectations,
appeared to be undermining the country's medium-term economic
prospects and its external position. We could also revise the
outlook to stable or lower the ratings if Georgia's institutional
arrangements weakened and led to less predictable policymaking, as
well as damaging business confidence and growth prospects."

Rationale

S&P said, "The outlook revision primarily reflects the potential
for Georgia's economic and external performance to turn out
stronger than our current forecast over the next 12 months. We note
that the country has maintained a comparatively high growth rate
over the past few years, even against a challenging external
environment.

"Georgia's economy expanded by nearly 4% on average over 2015-2018,
weathering periods of anemic external demand as trading partners
were hit by falling oil prices, regional currencies were devalued,
and some fell into recession. While we expect the external
environment to remain challenging, the country's efforts to widen
its economic base, to diversify its export geography and foreign
investment, and to develop its infrastructure could keep the pace
of economic growth above that of peers.

"The revision of the outlook also reflects our expectation that the
country will continue to comply with the conditions of a funded IMF
arrangement, successfully completing the remaining reviews. In our
view, that should strengthen Georgia's foreign exchange reserves,
maintain investor confidence, and anchor its fiscal policy.

"The ratings on Georgia continue to be supported by the country's
relatively strong institutional arrangements in a regional
comparison, and our forecast that net general government debt will
remain contained, at close to 40% of GDP until year-end 2022."

The ratings are primarily constrained by GDP per capita of $4,400
in 2019, which remains low in a global comparison, as well as by
balance-of-payments vulnerabilities, including Georgia's import
dependence and sizable external debt.

Institutional and Economic Profile: Continued growth averaging 4%
over the medium term

-- Georgia's economy remains narrow and characterized
    by comparatively low per capita income levels.

-- Nevertheless, S&P expects prudent policymaking should
    support sustained growth of 4% on average annually  
    over the medium term.

-- Although shortcomings persist, S&P expects Georgia's
    institutional framework will remain among the strongest
    in the region.

Throughout 2018, Georgia continued to display economic resilience.
Net exports remained a key growth driver as they were in 2017,
following a negative contribution over 2014-2016. This is partly
due to the stabilization in external demand from Russia,
Azerbaijan, and Turkey (in 2017), but also a significant 30% growth
in exports to the EU (over 2016-2018). Tourism, copper ores,
ferro-alloys, wine, and medicines have all shown material growth
over this period, suggesting some strengthening of the export
basket to a wider geography. For 2019, along with lower imports, we
expect net exports to maintain a positive contributor to growth.

S&P said, "However, our growth assumptions are moderate over the
forecast for a number of reasons. These include a recession in
Turkey; slower growth in the EU, where over 20% of Georgia's goods
exports go; and weaker consumption stemming from a reduction in
credit growth. We believe that potential volatility of the Turkish
lira and Russian ruble, seen in particular in mid-2018, remain
downside risks. Both countries are important trade partners
amounting to a combined 20% of exports and 40% of inbound worker
remittances. Further, recently introduced prudential measures by
the NBG are likely to curb credit growth, with new limits on
personal leverage ratios.

"Still, we believe that Georgia's economy will continue to grow at
a comparatively high pace of 4% annually over the medium term. As
in the past, we expect this rate to be higher than other countries'
in the region. In our view, the floating exchange rate regime that
Georgian authorities have maintained for many years remains
particularly important. Against the weaker external environment,
the exchange rate has in the past adjusted promptly, helping to
avoid any abrupt one-off swings. Among other things, this has
preserved the stability of the financial system and allowed Georgia
to avoid the credit crunch that hit some of the other countries in
the region in recent years, aggravating their other economic
problems."

S&P also believes that the authorities' reform focus could yield
additional growth benefits, particularly in the long run. Current
initiatives include:

-- Development of the country's infrastructure and prioritizing
    of capital spending (capex) rather than current budget
    expenditure;

-- Improvements in the business environment, including through
    the introduction of a new -private partnership framework,
    deposit insurance, land reform, and pension reform;

-- Tax reforms aimed at easing compliance and addressing the
    issue of value-added tax refunds; and

-- Education reform.

S&P said, "Given the strong growth story, we expect per capita
income in Georgia will rise, but still remain modest in a global
comparison, averaging $4,700 through 2022. This largely reflects
the low starting base, exemplified by the prevalence of exports of
low-value-added goods. In the agricultural sector, which employs a
substantial part of Georgia's population (the IMF estimates that
close to 40% of employment is related to agriculture), productivity
remains comparatively low, weighing on Georgia's average per capita
GDP. This, in turn, continues to constrain the sovereign ratings.

"In our view, Georgia's institutional settings remain favorable in
the context of the region, with several established precedents
regarding power transfer, and a degree of checks and balances
between various government bodies. We also note the NBG's broad
operational independence. We don't expect significant changes to
these institutional arrangements over our four-year forecast
period.

"Nevertheless, we see downside risks from the ruling Georgian Dream
party's constitutional majority in parliament. Specifically, we
believe there could be attempts to centralize power, solidifying
Georgian Dream's incumbent position. We also see some risks of
heightened volatility given the approaching parliamentary elections
in 2020.

"We continue to see risks from regional geopolitical developments.
The status of South Ossetia and Abkhazia will likely remain a
source of dispute between Georgia and Russia. Russia has continued
to build stronger ties with the two territories, as highlighted by
the recent partial integration of the South Ossetian military into
the Russian army, the establishment of a customs post in Abkhazia,
and regular visits to the territories by senior Russian government
officials. However, we don't expect a material escalation, and we
anticipate the conflict will largely remain frozen over the medium
term. Positively, bilateral relations between the two countries in
other areas have been improving in recent years."

Flexibility and Performance Profile: The funded IMF program should
mitigate balance-of-payments risks and anchor fiscal policy

-- S&P expects net general government debt to peak in
    2021 at 43% of GDP.

-- Weak external stock positions constrain the sovereign
    ratings.

-- A floating exchange rate and the NBG's overall operational
    independence underpin a degree of monetary flexibility,
    but the high level of dollarization remains a constraint.

S&P said, "Georgia's public finances are stable; the fiscal deficit
has averaged 2.5% since 2011; gross government debt has remained
steady as a percentage of GDP since 2016 and we expect that the
annual increase in net debt (our preferred fiscal metric) will
start to reduce over the forecast. The government typically only
borrows for capital projects and from official sources of
financing, mainly from international financial institutions (IFIs),
as opposed to commercial borrowing. In fact, excluding capex, the
government has run a consistent operating surplus.

"While the significant proportion of debt denominated in foreign
currency (80%) caused a nearly 10% of GDP jump in debt ratio
following lari depreciation in 2015 and 2016, at the end of 2018,
the government's gross leverage remains moderate at 45% of GDP. In
our view, the debt structure is also favorable as IFI debt
predominates, with an average maturity of over seven years and a
weighted average interest rate of just over 3%. We expect the debt
burden to start declining from 2021. Given our base-case
expectation of relatively modest lari depreciation over 2019-2020,
we believe the annual rise in net general government debt will
slightly exceed the headline annual deficit. We currently consider
that the contingent fiscal liabilities stemming from public
enterprises and the domestic banking system are limited.

"In our view, Georgia's balance of payments position is still
vulnerable. Georgia remains a small, open economy with a narrow
export base and a significant net external liability position built
on persistent past current account deficits. Ultimately, this
leaves the economy susceptible to changing external sentiment."
While one-third of external debt belongs to the public sector, is
concessional, and has long-dated maturities, the economy overall
needs to roll over almost 30% of GDP in foreign debt annually,
potentially exposing it to adverse external conditions. This number
includes non-resident deposits as well as trade credit extended to
the domestic corporate sector.

Georgia's accumulated stock of inward foreign direct investment
(FDI) remains substantial, at about 160% of the country's generated
current account receipts, exposing the sovereign to risks should
foreign investors decide to leave, for example, due to changes in
the business environment or a deterioration in Georgia's economic
outlook. While a hypothetical sizable reduction in FDI inflows may
not necessarily lead to a disorderly adjustment involving an abrupt
depreciation of the lari (due to a simultaneous corresponding
contraction in FDI-related imports), it will likely have
implications for Georgia's growth and employment.

Following the completion of a foreign-funded gas pipeline project,
inward FDI has reduced and is expected to average just over 7% of
GDP over the forecast, compared with over 11% of GDP between 2014
and 2017. Because a substantial portion of imports were FDI
related, S&P expects the recent improvements in external imbalances
seen over 2017 and 2018 to be maintained at just over 7% of GDP,
supported also by export growth.

S&P said, "Supporting the accumulation of foreign exchange
reserves, which we expect to move above target over 2019 and which
is set on an assessing reserve adequacy metric agreed with the IMF,
the authorities have introduced a rule-based purchasing (put)
option that allows banks to sell foreign currency to the NBG when
the exchange rate is on an appreciating trend. We expect this
accumulation of reserves to help protect Georgia from future
external stresses."

In S&P's view, the effectiveness of Georgia's monetary policy
compares favorably in a regional context. Specifically:

-- Historically, inflation has remained consistently low,
    averaging less than 4% over 2010-2017. S&P anticipates
    the central bank will broadly meet its inflation target
    of 3% over the next four years;

-- Given the floating exchange rate regime, Georgia has promptly
    adjusted to changing external conditions, at the same time
    avoiding abrupt and damaging swings in the real effective
    exchange rate in either direction; and

-- The banking system remains on relatively strong footing. S&P
    notes that nonperforming loans (based on the NBG's
calculation)
    have remained at about 7%-8% even though the lari weakened
    notably in 2015-2016, while economic growth decelerated.
    According to the IMF's calculations, nonperforming loans
    amounted to 2.7% at the end of 2018.

S&P said, "High levels of dollarization continue to constrain the
effectiveness of monetary policy, in our view. For instance,
despite a recent decline from almost 70% at year-end 2016,
dollarization of resident deposits remains substantial, at about
62%. Positively, we note the authorities' efforts to reduce the
economy's dollarization, including through differentiating
liquidity requirements for domestic and foreign currency
liabilities, implementing a pension reform, developing the domestic
debt capital market, and introducing deposit insurance, alongside
other measures.

"We anticipate that, over the next four years, the stock of
domestic credit will expand by 14% a year on average (including
foreign exchange effects), below the 19% trend between 2013 and
2018. Although pockets of vulnerability remain, particularly in the
retail lending segment, we view positively the regulator's attempts
to diffuse risks. The introduced measures include loan-to-value and
payment-to-income limits, additional capital requirements for
systemic banks, and bolstered nonbank sector supervision.

"We do not expect the ongoing investigation into specific
shareholders of TBC Bank on allegations of wrongdoing to become a
broader issue, either for the bank or for the system as a whole.
However, we note that, at nearly 40% of net system loans and
liabilities, the bank has systemic importance."

  Ratings List

  Ratings Affirmed; Outlook Action  

                                         To       From
  Georgia (Government of)

  Sovereign Credit Rating      BB-/Positive/B   BB-/Stable/B
  Transfer & Convertibility Assessment BB+           BB+
  Senior Unsecured                 BB-       BB-




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G E R M A N Y
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SENVION HOLDING: S&P Cuts Issuer Credit Rating to CC, Outlook Neg.
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Senvion
Holding Gmbh to 'CC' from 'CCC+'.

S&P said, "At the same time we are lowering our issue rating on the
company's senior secured notes to 'CC' from 'CCC+'. The recovery
rating on the debt is '4', indicating out expectation of average
recovery prospects (30%-50%). We are also lowering our issue rating
on the group's €125 million revolving credit facility to 'CCC'
from 'B'. The recovery rating is '1', indicating our expectation of
very high recovery prospects (90%-100%; rounded estimate 95%) in
the case of a payment default. We removed all ratings from
CreditWatch with negative implications."

The downgrade follows German wind turbine manufacturer Senvion's
announcement that it has filed a petition for self-administrated
insolvency, following unsuccessful refinancing discussions with
lenders. The rating reflects S&P's view that a default event or
debt restructuring is now inevitable.

S&P said, "We understand that discussions between lenders, bond
holders, and major shareholders are continuing to find ways to
stabilize Senvion's short-term financial position and bridge the
group's current financing needs. However, in order to regain
financial flexibility, the company would have to reduce its debt,
or significantly improve its operating performance. In our view,
filing for self-administrated insolvency suggests rapidly declining
financial headroom, and we therefore consider there is a high risk
that Senvion's capital structure will be restructured and senior
secured notes holders will receive a smaller principal payback than
promised. The company also announced it had received agreement from
the majority of senior secured notes holders that the insolvency
filing will not result in an immediate note payback. However,
filing for insolvency may have an impact on the availability of
other financing instruments previously at the group's disposal,
such as the revolving credit facility and bonding lines.

"We further understand that should self-administrated insolvency be
approved by the court, Senvion's management will remain in place to
enable business operations to continue working toward fulfilling
existing contracts. We note that, to our knowledge, Senvion has a
number of unfinished installation projects, and completion of those
would provide the group with material short-term cash inflow, which
would be vital under the current circumstances.

"The negative outlook reflects our expectation that Senvion will
very likely default in the near term in order to address its
capital structure's unsustainability. We anticipate lenders will
likely receive less principal or interest than promised.

"Should Senvion launch a distressed exchange offer to address its
unsustainable capital structure, we would lower the issuer credit
rating to 'D' (default) or 'SD' (selective default), after which
time we would re-evaluate the prevailing capital structure.

"We view a revision of the outlook to stable as unlikely, absent
unanticipated and significantly favorable changes in the issuer's
circumstances. We could revise the outlook to stable or raise the
ratings if Senvion avoided debt restructuring, and maintained
sufficient liquidity to meet its obligations and significantly
improved its operating performance, in particular related to the
completion of existing projects."




=========
I T A L Y
=========

CREDITO VALTELLINESE: Moody's Affirms Ba3 LongTerm Deposit Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 long-term bank deposit
ratings, the Ba2 long-term Counterparty Risk Ratings (CRR), and the
provisional (P)B2 rating on the bank's senior unsecured medium-term
note programme of Credito Valtellinese S.p.A. (Creval). The outlook
on the long-term bank deposit ratings was changed to negative from
positive to reflect the maturity profile of senior unsecured debt,
which may lead to higher loss-given-failure for deposits.

The bank's standalone baseline credit assessment (BCA) and adjusted
BCA were upgraded to b1 from b2 to reflect the improvements in
Creval's creditworthiness . The rating agency also upgraded the
provisional rating on the bank's subordinated medium-term note
programme to (P)B2 from (P)B3 and the long-term Credit Risk
Assessment (CR assessment) to Ba1(cr) from Ba2(cr). All short-term
ratings and assessments were affirmed at Not Prime (NP), (P)NP and
NP(cr) respectively.

RATINGS RATIONALE

The upgrades of Creval's BCA and adjusted BCA to b1 were driven by
the improvement in the bank's creditworthiness since the bank
launched its business plan "2018-2020". Capital has been
strengthened following a EUR700 million share issue.

This capital increase enabled Creval to improve its asset quality
by selling problem loans with total gross value of EUR2 billion,
halving the problem loan ratio to 11% as of end-2018 from 21.7% as
of end-2017. The bank also returned to a modest profit of EUR32
million in 2018, following a EUR331 million loss the previous
year.

Creval's enhanced solvency offset a weakening funding position. The
bank has increased its reliance on central bank and repo financing,
which could be even more important going forward if senior
unsecured debt maturing in 2019 and 2020 were not rolled over.

The upgrade of the bank's BCA drove the upgrade in the subordinated
programme rating to (P)B2 from (P)B3, one notch below the bank's
adjusted BCA to reflect its high loss-given-failure. Similarly, the
upgrade of the long-term CR assessment to Ba1(cr) reflects the
higher BCA and the continued protection for operating obligations
provided by loss-absorbing liabilities. However, the long-term
deposit ratings, senior unsecured programme rating and CRRs did not
benefit from these improvements due to the reduction in outstanding
long-term senior unsecured debt as of end-2018 which exposes these
liabilities to greater losses in the event of the bank failing and
being placed into resolution, leading Moody's to affirm the
respective ratings.

OUTLOOK

The negative outlook on the long-term deposit rating is driven by
the forthcoming bond maturities in 2019 and early 2020. While
Moody's expects the bank to seek to maintain some senior debt under
its new business plan to be announced by June 2019, the issuance of
this is subject to market conditions and might lead to higher
loss-given-failure on deposits in case its senior debt outstanding
were not rolled over.

WHAT COULD MOVE THE RATINGS UP AND DOWN

An upgrade in ratings is unlikely, given the negative outlook.
However, Moody's may consider an upgrade of Creval's BCA if the
bank were to further reduce its problem loans and reliance on
central bank funding. An upgrade of the BCA would likely result in
an upgrade of the ratings, if loss-given-failure were to remain
constant. Moody's may downgrade Creval's long-term deposit rating
and CRR should the bank's senior unsecured debt continue to decline
without prospect of replacement with either senior debt or
subordinated instruments, exposing these liabilities to higher
loss-given-failure. Creval's BCA could be downgraded if the bank
failed to strengthen its profitability or if planned growth in SME
lending gave rise to higher credit risk.

LIST OF AFFECTED RATINGS

Issuer: Credito Valtellinese S.p.A.

Upgrades:

  Long-term Counterparty Risk Assessment, upgraded to
  Ba1(cr) from Ba2(cr)

  Baseline Credit Assessment, upgraded to b1 from b2

  Adjusted Baseline Credit Assessment, upgraded to b1 from b2

  Subordinate Medium-Term Note Program, upgraded to (P)B2
  from (P)B3

Affirmations:

  Long-term Counterparty Risk Ratings, affirmed Ba2

  Short-term Counterparty Risk Ratings, affirmed NP

  Long-term Bank Deposits, affirmed Ba3, outlook
  changed to Negative from Positive

  Short-term Bank Deposits, affirmed NP

  Short-term Counterparty Risk Assessment, affirmed NP(cr)

  Senior Unsecured Medium-Term Note Program, affirmed (P)B2

Other Short Term, affirmed (P)NP

Outlook Actions:

  Outlook changed to Negative from Positive




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

FAGE INTERNATIONAL: Moody's Alters Outlook on B1 CFR to Negative
----------------------------------------------------------------
Moody's Investors Service has affirmed FAGE International S.A. B1
Corporate Family Rating, its B1-PD Probability of Default Rating
and the B1 rating of the USD420 million senior unsecured notes due
2026, jointly issued by FAGE International S.A. and Fage USA Dairy
Industry, Inc., a subsidiary of FAGE. The outlook was changed to
negative from stable.

"The change in the outlook to negative reflects the deterioration
of FAGE's credit metrics following a weak operating performance in
2018 and Moody's expectation that, despite some improvements,
leverage will remain high at above 4.0x in 2019, while any
strengthening thereafter might be challenged by persisting
difficult market condition in the US" said Lorenzo Re, a Moody's
senior analyst and lead analyst for FAGE.

RATINGS RATIONALE

FAGE's B1 rating is currently weakly positioned in light of the
company's high leverage, following the decline in EBITDA in 2018,
and Moody's expectation that recovery will be modest in 2019, owing
to persisting challenging demand dynamics and significant
competitive pressures in the US yogurt market. Although the current
rating assumes strengthening in credit metrics beyond 2019, any
improvements will be exposed to some degree of execution risk as
market conditions remain challenging.

FAGE's leverage, measured as Moody's adjusted (gross) debt/EBITDA,
worsened to 4.7x at the end of 2018 (2.8x in 2017) which is high
for the current rating. The deterioration was due to poor
operational performance, as FAGE's sales in 2018 decreased by
10.9%, mainly driven by volumes decline in the US (-9.4%) and
Greece (-5%). In addition, the company faced strong pressure on
margins, owing to milk price inflation in the US, as well as higher
advertising costs. As a result, the company's Moody's adjusted
EBITDA reduced to $91 million from $157 million in 2017, implying a
16.5% margin (25.4% in 2017).

The company's profitability is exposed to fluctuations in global
milk prices. While historically the company was able to, at least
partially, pass on milk price increases to customers, Moody's
believes this is now more difficult owing to the strong competitive
pressure in some markets, namely the US. Moody's therefore expects
FAGE's gross margin will hover around the current 40%-42% of sales,
with recovery towards the 47%-48% level reached in previous years
being unlikely in the foreseeable future.

Nonetheless, Moody's expects some recovery in EBITDA towards $100
million in 2019, because of reduced advertising spending, the
discontinuation of low-profitable products and the launch of new
ones. The rating agency anticipates free cash flow to remain
slightly positive at some $10-12 million in 2019, mainly due to the
further postponement of the capex for the new production plant in
Luxembourg, that has been delayed pending the authorisations from
the local authorities. Based on these assumptions, Moody's expects
the company to report a Moody's adjusted debt/EBITDA above 4.0x at
the end of 2019, which is not consistent with the current B1
rating.

The current rating, however, assumes that the company will
gradually improve its credit metrics beyond 2019. Although free
cash flow might turn negative for approximately $20 million-$30
million per annum in both 2020 and 2021, as the new plant
investment resumes, the rating agency expects the company to
finance these investments largely with cash available on balance
sheet without the need of raising new debt. Financial leverage
reduction is, however, exposed to execution risk and will depend on
the company's capability to restore its market share in the US
market, on its ability to pass some of the raw material price
inflation to consumers and by meeting customer needs with the
introduction of new products.

The rating also factors in: (1) FAGE's small size relative to
Moody's rated universe of packaged goods companies; (2) its limited
product diversity and brand concentration; (3) modest geographical
diversification; and (4) vulnerability to fluctuations in milk
prices and foreign currency movements. More positively, the rating
is supported by: (1) the strength of FAGE's brand and premium
positioning; (2) the company's market leadership in core products;
and (3) adequate liquidity profile.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects its expectation that FAGE's may be
challenged to restore its credit metrics to a level in line with
the B1 rating, owing to the headwinds in the US yogurt market and
milk price volatility.

LIQUIDITY ANALYSIS

Moody's views FAGE's liquidity profile as adequate, supported by
$130 million in cash and $47 million availability under the
committed revolving credit facilities, as of December 2018. FAGE
has no short term debt with no debt maturities before 2026, when
the $420 million unsecured notes become due. Moody's expects the
company to generate positive free cash flows in 2019, as
investments for the Luxemburg plant will be postponed to 2020 and
2021. Funds From Operations should comfortably cover maintenance
capex in the range of $20 million-$25 million and the expected
dividend of $20 million.

STRUCTURAL CONSIDERATIONS

FAGE's debt capital structure includes $420 million of unsecured
notes due 2026 jointly issued by FAGE and FAGE USA, a subsidiary of
FAGE. The notes are guaranteed by FAGE Dairy Industry S.A. ("FAGE
Greece"). The notes are rated B1, in line with the company's CFR,
given the absence of material secured debt in FAGE's capital
structure. The senior unsecured notes rank pari passu with other
unsecured debt and are structurally subordinated to the liabilities
of non-guaranteeing subsidiaries. However, there are only limited
liabilities at non-guarantors, offering substantial protection from
subordination to noteholders. In 2018, the issuers and guarantors
represented approximately 91% of FAGE's sales and almost 99% of its
total assets.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Positive pressure is unlikely in the short term, considering the
negative outlook and because of the current business profile
constraining the rating. In the long term positive rating pressure
could develop in case of: (1) FAGE improves its scale and product
portfolio diversity; and (2) Moody's adjusted gross debt/EBITDA
declines towards 2.0x on a sustainable basis and through the milk
price cycle basis.

Negative pressure on the ratings could occur if (1) Adjusted EBIT
margin declines below 15%; (2) underlying free cash flow turns
negative leading to liquidity concerns; and (3) Moody's adjusted
gross debt/EBITDA remains at or above 3.5x on a sustained basis.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.

CORPORATE PROFILE

FAGE is an international, family owned business, whose main
activities are the manufacturing and marketing of Greek yogurt.
Although it sells its products in more than 40 countries sales are
concentrated in the US and Western Europe, accounting for 64% and
21% of 2018 total sales respectively. In 2018 FAGE reported
revenues and EBITDA of $552 million and $87 million respectively.




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

DRYDEN 69: Fitch Assigns 'B-(EXP)' Rating on Class F Debt
---------------------------------------------------------
Fitch Ratings has assigned Dryden 69 Euro CLO 2018 B.V. expected
ratings.

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

Dryden 69 Euro CLO 2018 B.V. is a cash flow collateralised loan
obligation (CLO). Net proceeds from the issuance of the notes will
be used to purchase a EUR400 million portfolio of leveraged loans
and bonds. The portfolio is actively managed by PGIM Limited. The
CLO envisages a 4.5-year reinvestment period and an 8.5-year
weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality: Fitch considers the average credit
quality of obligors to be in the 'B' range. The Fitch-weighted
average rating factor (WARF) of the identified portfolio is 32.

High Recovery Expectations: At least 96% of the portfolio comprises
senior secured obligations while the class A notes are outstanding,
and 90% thereafter. 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 63.4%.

Interest Rate Exposure: Fixed-rate liabilities represent 11.25% of
the target par, while unhedged fixed-rate assets can represent up
to 20% of the portfolio. However, the transaction also has a cap of
EUR15 million (3.75% of target par) for seven years with a strike
rate of 2%. The transaction is therefore partially hedged against
rising interest rates.

Diversified Asset Portfolio: The transaction includes four Fitch
matrices from which the manager may choose, corresponding to the
top 10 obligors, limited at 15.0% and 27.5%, and for each a limit
to the fixed-rate asset percentages of 0% and 20%. The base case
maximum exposure to the top 10 obligors for assigning the expected
ratings is 20% of the portfolio balance. The transaction also
includes limits on maximum industry exposure based on Fitch
industry definitions. The maximum exposure to the largest three
Fitch industries in the portfolio is covenanted at 40%.

No Unhedged Obligations: The manager is allowed to invest up to 20%
of the portfolio into non-euro-denominated assets as long as
perfect swaps are entered into as of the settlement date for each
of them.

Portfolio Management: The transaction has 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.

Recovery Rate to Secured Senior Obligations: For the purpose of
Fitch's recovery rate calculation, if no recovery estimate is
assigned, secured senior loans will be assumed to have a strong
recovery. For secured senior bonds, recovery will be assumed at
'RR3'. The different treatment regarding recovery is due to
historically lower recoveries for bonds and the fact that revolving
credit facilities typically rank pari passu for loans but senior
for bonds.

No Trading Gains Release: Other than for special situations (e.g.
at the end of the ramp-up end date or upon the occurrence of a
refinancing), the transaction does not have a feature that
reclassifies trading gains as interest proceeds. This is positive
since the trading gains will be kept as principal proceeds, which
will be used for reinvestment or to repay the notes.

Cash Flow Analysis: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests.

RATING SENSITIVITIES

A 125% 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 at the 'BB-' level and two notches for all other
rating levels.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC 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 or risk-presenting entities
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.

DRYDEN 69 EURO CLO 2018 B.V.
   
Class A-1; LT AAA(EXP)sf Expected Rating

Class A-2; LT AAA(EXP)sf Expected Rating
  
Class A-3; LT AAA(EXP)sf Expected Rating
  
Class B-1; LT AA(EXP)sf Expected Rating
  
Class B-2; LT AA(EXP)sf Expected Rating

Class C-1; LT A(EXP)sf Expected Rating
  
Class C-2; LT A(EXP)sf Expected Rating

Class D; LT BBB-(EXP)sf Expected Rating

Class E; LT BB-(EXP)sf Expected Rating

Class F; LT B-(EXP)sf Expected Rating

Class Subordinated; LT NR(EXP)sf Expected Rating
  
Class X; LT AAA(EXP)sf Expected Rating


DRYDEN 69: Moody's Gives (P)B2 Rating to EUR10.3MM Class F Notes
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
eleven classes of notes to be issued by Dryden 69 Euro CLO 2018
B.V.,:

  EUR2,000,000 Class X Senior Secured Floating Rate
  Notes due 2032, Assigned (P)Aaa (sf)

  EUR226,100,000 Class A-1 Senior Secured Floating Rate
  Notes due 2032, Assigned (P)Aaa (sf)

  EUR11,900,000 Class A-2 Senior Secured Fixed Rate Notes
  due 2032, Assigned (P)Aaa (sf)

  EUR8,000,000 Class A-3 Senior Secured Floating Rate Notes
  due 2032, Assigned (P)Aaa (sf)

  EUR22,900,000 Class B-1 Senior Secured Floating Rate Notes
  due 2032, Assigned (P)Aa2 (sf)

  EUR13,100,000 Class B-2 Senior Secured Fixed Rate Notes due
  2032, Assigned (P)Aa2 (sf)

  EUR6,000,000 Class C-1 Mezzanine Secured Deferrable Floating
  Rate Notes due 2032, Assigned (P)A2 (sf)

  EUR20,000,000 Class C-2 Mezzanine Secured Deferrable Fixed
  Rate Notes due 2032, Assigned (P)A2 (sf)

  EUR26,500,000 Class D Mezzanine Secured Deferrable Floating
  Rate Notes due 2032, Assigned (P)Baa3 (sf)

  EUR22,600,000 Class E Mezzanine Secured Deferrable Floating
  Rate Notes due 2032, Assigned (P)Ba2 (sf)

  EUR10,300,000 Class F Mezzanine Secured Deferrable Floating
  Rate Notes due 2032, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavour to
assign definitive ratings. A definitive rating (if any) may differ
from a provisional rating.

RATINGS RATIONALE

The rationale for the rating is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in the methodology.

Dryden 69 Euro CLO 2018 B.V. is a managed cash flow CLO. For so
long as any of the Class A Notes remain outstanding, at least 96%
of the portfolio must consist of secured senior obligations and up
to 4% of the portfolio may consist of unsecured senior loans,
unsecured senior bonds, second lien loans, mezzanine obligations
and high yield bonds; and thereafter, at least 90% of the portfolio
must consist of secured senior obligations and up to 10% of the
portfolio may consist of unsecured senior loans, unsecured senior
bonds, second lien loans, mezzanine obligations and high yield
bonds. At closing, the portfolio is expected to be 70% ramped up
and to be comprised predominantly of corporate loans to obligors
domiciled in Western Europe.

Interest of the Class X Notes will be paid pari passu with Class
A-1 and Class A-2 Notes interest in the interest waterfall,
amortized principal of Class X Notes will be paid after interest of
Class X, Class A-1 and Class A-2 Notes in the interest waterfall.
Prior to the occurrence of a Frequency Switch Event, the Class X
Notes will amortise by EUR 500,000 on the first payment date and
then by EUR 250,000 over the following six payment dates; where
such Payment Date is following the occurrence of a Frequency Switch
Event, the Class X Notes will amortise by EUR 500,000 each payment
date.

PGIM Limited will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's 4.5 year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk, and are subject to certain restrictions.

In addition to the eleven classes of notes rated by Moody's, the
Issuer will issue EUR 40.4M of subordinated notes which will not be
rated.

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

Moody's used the following base-case assumptions:

Target Par Amount: EUR400,000,000

Diversity Score: 44

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.75%

Weighted Average Fixed Coupon (WAC): 4.75%

Weighted Average Recovery Rate (WARR): 41.75%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency government bond ratings of A1 or
below. According to the portfolio eligibility criteria, obligors
must be domiciled in a jurisdiction which has a Moody's local
currency country risk ceiling ("LCC") of "A3" or above. In
addition, according to the portfolio constraints, the total
exposure to countries with a local currency country risk bond
ceiling ("LCC") below "Aa3" shall not exceed 10.0%. As a result, in
accordance with its methodology, Moody's did not adjust the target
par amount depending on the target rating of each class of notes.


TEVA PHARMACEUTICALS: Fitch Rates Unsec. Revolver Loans 'BB'
------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the senior unsecured
revolving credit agreement among Teva Pharmaceuticals Industries
Ltd. (Teva), Teva Pharmaceuticals USA, INC., Teva Pharmaceutical
Finance Netherlands II B.V. and Teva Pharmacuetical Finance
Netherlands III B.V.

Teva's USD3.0 billion senior unsecured revolving credit agreement
was terminated and, therefore Fitch has withdrawn the rating on it.
Fitch does not expect a material change in total debt balances to
result as a net effect of this issuance.

KEY RATING DRIVERS

High Debt Levels: Teva's consolidated debt levels were
approximately USD29.0 billion and estimated TTM leverage (measured
as gross debt/EBITDA) after equity credit was 5.9x at Dec. 31,
2018. Fitch expects leverage to stay elevated over the near term
despite Teva's aggressive and committed deleveraging plans. This
belief is based on the expectation that Teva's EBITDA will remain
flat to lower compared with 2018's level because of price erosion
challenging its generic medicines business and increased
competition related to its specialty medicines business. Even
though Teva has a number of levers to reduce its debt/EBITDA ratio,
including reducing costs, paying debt from FCF and selling assets,
Fitch estimates that gross leverage may remain at or above 5x
through 2020. However, Fitch's believes Teva will be able to meet
its obligations through 2020 substantially with available cash and
FCF.

Continued Price Erosion and Pricing Pressure: Teva's generics
business in the U.S. has been negatively affected by additional
pricing pressure as a result of customer consolidation into larger
buying groups capable of extracting greater price reductions;
accelerated FDA approvals for versions of off-patent medicines,
resulting in increased competition for Teva's products; and delays
in launching new products. Pricing pressure, particularly in the
U.S., will likely continue to meaningfully weigh on revenue and
margins in the near term. This is particularly concerning for the
less differentiated product segments. Fitch expects aging
populations in developed markets and increasing access to
healthcare in emerging markets will support volume growth for Teva
and its generic pharma peers, but price erosion is expected to
meaningfully offset such growth over the near term.

Decreasing Sales of Copaxone Resulting from Generic Competition:
Teva's best-selling product, Copaxone is gradually declining in
revenue and profitability. Generic competition for Copaxone is
expected to continue over the forecast period in the U.S. market in
light of the FDA approval of a generic version of both 20mg and
40mg Copaxone and the expectation of more generics to follow.

Execution of Restructuring Plan: Teva announced a comprehensive
restructuring plan in December 2017, aimed at reducing its cost
base by USD3 billion by year-end 2019. Fitch believes the plan has
the potential to stabilize Teva's business by creating operational
efficiencies to help offset the substantial decline in revenues.
However, even if Teva is successful in realizing the benefits from
the restructuring by the end of 2019, Fitch believes there remain
substantial challenges to Teva's growth and cost structure.

DERIVATION SUMMARY

Teva Pharmaceutical Industries Limited's (Teva) 'BB'/Negative
rating reflects the company's substantial indebtedness and modest
financial flexibility; this position is caused by several adverse
developments including: regular and increasing price erosion of its
U.S. generic medicines business; heightened competition for Teva's
leading specialty medicine, Copaxone; continuing consolidation of
Teva's customer base; and the uncertainty tied to the growth of new
product launches of both generic and specialty products.

Despite these challenges, Teva is the leading pharmaceutical
manufacturer of generic drugs in the world relative to Mylan N.V.,
(BBB-/Stable) and Novartis (AA/Negative). Mylan is Teva's closest
peer and its investment-grade credit profile reflects a lower
financial leverage compared with Teva. Mylan's scale, geographic
reach and the level of product differentiation is expected to
contribute to sustainable FCF of approximately 1 billion over
Fitch's forecast period, which excludes the effects of litigation
costs and settlements and restructuring costs.

Fitch believes that Teva has adequate sources of liquidity from FCF
and available cash to meet its obligations through 2020. The
forecast of FCF is principally sensitive to 1) Copaxone revenues;
2) revenues from new products; 3) cost reductions; and 4)
litigation costs. Over the medium to long term, Fitch believes that
Teva may benefit from its focus on innovative and complex
pharmaceuticals, which generally command higher prices and margins.
However, the commoditized portion of its generic drug portfolio is
more prone to pricing pressure. That pressure, as well as its
substantial debt, may cause gross leverage (debt/EBITDA) for Teva
to remain at or above 5x though fiscal 2020.

KEY ASSUMPTIONS

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

  -- Generic competition for Copaxone and additional generic
     launches of Copaxone result in revenues of USD1.1 billion
     for the product in 2019;

  -- Generic medicine revenue growth declines at a decreasing
     rate through 2021. European generics face low single digit
     price increases, somewhat mitigated by flat growth in ROW;

  -- Ajovy contributes no more than USD500 million annually
     through the forecast period;

  -- Restructuring results in a USD3 billion decline in run-rate
     operating expenses by YE 2019; however, this still results
     in a decrease in EBITDA margin from historical levels;

  -- Working capital held roughly static in 2019;

  -- Modest after-tax proceeds from asset divestitures net of cash

     outflows from ongoing litigation costs and potential
settlements.

  -- Gross leverage is assumed to remain at or above 5x through
2020;

  -- The refinancing of debt improves Teva's financial flexibility

     in the near term, but is neutral to the rating, because gross

     leverage remains unchanged.

RATING SENSITIVITIES

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

  -- A one-notch upgrade would be considered if Teva were expected
to
     maintain gross debt/EBITDA below 4.5x;

  -- More positive developments with respect to the operating
profile
     and environment that grow EBITDA, including: stabilization of

     Copaxone revenues, successful new product launches, continued

     stabilization in the rate of generic deflation, successful
     restructuring and resolution of litigation;

  -- The application of proceeds from asset sales to pay debt may
be
     positive, but will need to be considered in the context of the

     company's earnings power thereafter.

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

  -- A one-notch downgrade would incorporate the company operating

     with gross debt/EBITDA above 5.0 beyond 2020;

  -- The company does not return to sustainable operating
performance,
     in part due to an even more onerous than forecast pricing
environment
     and inability to generate meaningful sales from new product
launches;

  -- The FCF, while positive, declines to levels that meaningfully

     increase Teva's reliance on asset sales or new external
sources
     of capital to be able to meet its debt obligations;

  -- Litigation costs and settlements hinder the company's
deleveraging plans.

  -- Generic competition against Copaxone 40mg drives a greater
than
     expected share loss in 2019.

LIQUIDITY

Cash Prioritized for Deleveraging: Teva's principal sources of
short-term liquidity are its existing cash investments, liquid
securities and available credit facilities. In addition, Teva has
access to a USD2.3 billion senior unsecured revolving credit
facility (RCF) and cash and cash equivalents, which were
approximately USD1.8 billion as of Dec. 31, 2018. Teva's previous
USD3 billion revolving credit facility was undrawn as of Dec. 31,
2018.

During the first quarter of 2018, Teva prepaid its U.S. dollar and
Japanese yen term loans. This was accomplished with the proceeds of
debt issuances in an aggregate principal amount of USD4.4 billion,
consisting of senior notes with aggregate principal amounts of
USD2.5 billion and EUR1.6 billion with maturities ranging between
four and 10 years. The effective average interest rate of the notes
issued is 5.3% per year.

The refinancing of term loans and new USD2.3 billion revolving
credit facility are positive credit developments for Teva. However,
it is unclear whether FCF and available sources of liquidity (cash
and lines of credit) will be adequate to meet total debt
obligations due beyond 2020, because of the headwinds to revenue
and the uncertainty surrounding new product revenues.

FULL LIST OF RATING ACTIONS

Fitch assigned a senior unsecured revolver rating of 'BB'/'RR4 to
the following entities:

Teva Pharmaceutical Industries Limited;
Teva Pharmaceuticals USA, INC.;
Teva Pharmaceutical Finance Netherlands II B.V.;
Teva Pharmaceutical Finance Netherlands III B.V.

Fitch currently rates Teva as follows:

Teva Pharmaceutical Industries Limited

  -- Long-Term IDR 'BB'.

Teva Pharmaceuticals USA, Inc.

  -- Long-Term IDR 'BB'.

Teva Pharmaceutical Finance Company LLC

  -- Senior unsecured notes 'BB'/'RR4'.

Teva Pharmaceutical Finance IV, LLC

  -- Senior unsecured notes 'BB'/'RR4'.

Teva Pharmaceutical Finance Company, B.V.

  -- Senior unsecured notes 'BB'/'RR4'.

Teva Pharmaceutical Finance IV, B.V.

  -- Senior unsecured notes 'BB'/'RR4'.

Teva Pharmaceutical Finance V, B.V.

  -- Senior unsecured notes 'BB'/'RR4'.

Teva Pharmaceutical Finance Netherlands II B.V.

  -- Senior unsecured notes 'BB'/'RR4'.

Teva Pharmaceutical Finance Netherlands III B.V.

  -- Senior unsecured notes 'BB'/'RR4'.

Teva Pharmaceutical Finance Netherlands IV B.V.

  -- Senior unsecured notes 'BB'/'RR4'.

The Rating Outlook is Negative.

All bonds issued by Teva subsidiaries are unconditionally
guaranteed by the parent company, Teva Pharmaceutical Industries
Ltd.

The new revolving credit agreement contains two financial
maintenance covenants, (i) a maximum leverage ratio stepping down
from 6.25x to 3.50x over the life of the facility and (ii) a static
minimum interest coverage ratio of 3.50x.




===========
N O R W A Y
===========

TORUK AS: Moody's Withdraws B3 CFR Due to Inadequate Data
---------------------------------------------------------
Moody's Investors Service has withdrawn Toruk AS's B3 corporate
family rating and B3-PD probability of default rating. Toruk is the
parent and 100% owner of Marlink, a global satellite communications
services provider to the maritime industry.

At the time of the withdrawal, the outlook was stable.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings because of inadequate
information to monitor the ratings, due to the issuer's decision to
cease participation in the rating process.

Marlink is a leading global satellite communication solutions
services provider primarily focused on the maritime industry. The
company operates mainly through two business lines: (1) Maritime,
serving merchant ships, offshore vessels, cruises, superyachts and
fishing vessels; and (2) Enterprise, targeting the mining and
energy industries, non-governmental operators and sports
organizers. In 2017, Marlink reported revenues of USD423 million
and EBITDA of USD64 million.




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

UKRAINE: S&P Affirms B-/B Sovereign Credit Ratings, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings, on April 12, 2019, affirmed its 'B-/B' long-
and short-term foreign and local currency sovereign credit ratings
on Ukraine. The outlook is stable.

At the same time, S&P affirmed its 'uaBBB' Ukraine national scale
rating.

Outlook

S&P said, "The stable outlook reflects our expectation that Ukraine
will broadly comply with the terms of the $3.9 billion IMF stand-by
arrangement, potentially with some delays. This arrangement will
help anchor macroeconomic policymaking through Ukraine's 2019
presidential and parliamentary elections. In addition, we also
anticipate that Ukraine will retain access to both domestic and
international capital markets, allowing it to meet commercial debt
repayments through 2019."

Ratings pressure could build if disruptions to funding from
concessional programs or capital market access over the next year
call into question Ukraine's ability to meet large external
repayments over the remainder of the year and in 2020.

An adverse final ruling in Ukraine's legal battle with Russia over
a Eurobond issued in December 2013, and held by Russia, could have
implications for Ukraine, in our opinion. Such a ruling could be
some years away. However in a worst-case scenario, it might create
technical constraints for Ukraine's ability to repay its commercial
debt held by other creditors, which would pressure the ratings. S&P
notes that the government believes there is no potential for
technical constraints on debt service, even in the case of an
adverse ruling in the future.

S&P said, "We could consider a positive rating action if we see
improvements in growth, fiscal and external imbalances beyond our
expectations, and if we conclude that the security situation in the
non-government-controlled areas in the East of the country has
stabilized and further escalation is unlikely."

Rationale

S&P said, "Our ratings on Ukraine reflect its low per capita income
levels and its challenging institutional and political environment,
which reduces policy predictability and continuity. Moreover, our
ratings are constrained by Ukraine's external refinancing risks,
reflecting its current account deficits and large external
repayment obligations relative to the National Bank of Ukraine's
(NBU's) foreign currency reserves." The banking system's
large--albeit declining--stock of nonperforming loans (NPLs) weighs
on the sector's ability to support growth and remains a credit
weakness. The lifting of capital controls, in place since 2014,
will be conditional on economic and policy stability.

The ratings are supported by improving government finances,
reflected in the declining general government-debt-to-GDP ratio, as
well as Ukraine's likely compliance with the IMF program and the
ongoing implementation of reforms--such as the independence of the
NBU--which aid the government's ability to access commercial debt
markets and receive concessional funding from international
financial institutions.

Institutional and Economic Profile: Uncertainties around the reform
agenda, ongoing IMF cooperation, and external financing beyond
2019

-- Domestic demand continues to be the main driver of Ukraine's
    economic recovery. S&P projects real GDP growth of just
    under 3% on average over 2019-2022.

-- Ukraine's external financing and cooperation with international

    financial institutions will partially depend on the outcome of

    this year's presidential and parliamentary elections.

-- A successor IMF arrangement is likely to include tougher
    conditions in S&P's view.

Ukraine's economy grew by 3.3% in 2018, the fastest pace since
2011. Domestic demand was the main growth driver. In particular,
real wage growth of 12.5% and significant remittance inflows from
abroad continued to support household consumption. The agricultural
sector also enjoyed a record harvest during the year.

However, real exports contracted during 2018, affected by
maintenance at metallurgical plants and disruptions in the Sea of
Azov, along which the major Ukrainian ports of Mariupol and
Berdyansk lie. Tensions in the Sea have been rising after Russia
opened a bridge across the Kerch Strait connecting the Russian
mainland to Crimea in May 2018, escalating into an outright
confrontation in November 2018. S&P understands that Ukrainian
industrial producers have been diverting shipments away from ports
located on the Sea of Azov to ports along the Black Sea. However,
the existing rail infrastructure connecting East Ukraine to the
Black Sea has not been able to fully accommodate the higher traffic
and some exports continue out of ports on the Sea of Azov.

Ukrainian per capita income is low. Notwithstanding the 21% average
increase in nominal GDP since 2016, S&P estimates per capita GDP
($3,300 in 2019) will still be below the 2013 level ($3,900),
returning to this level only in 2021. Ukraine's GDP per capita is
the third lowest among rated sovereigns in Europe and the
Commonwealth of Independent States, after Tajikistan and Uzbekistan
(www.spratings.com/sri).

Low income levels explain high net emigration. The number of
Ukrainians working in Poland increased by over 40% in 2018 to 1.7
million, with several hundreds of thousands working in other
neighboring countries, partly explaining domestic wage growth
averaging more than 10% over the past three years. The net
emigration of Ukrainian workers has reportedly caused shortages of
qualified labor, for instance in Western Ukraine where a successful
automotive industry cluster has been establishing itself over the
past few years.

S&P said, "We project real GDP growth will decelerate to 2.5% in
2019 on the back of lower wage growth, slowing external demand,
base effects from the 2018 bumper agricultural year, and slower
investment growth as some businesses postpone decisions until after
the elections. Over the forecast period to 2022, we project real
GDP growth of just under 3% on average. In our view, Ukraine would
have to attract more investment flows from abroad for a more
meaningful pick-up in growth rates. We note investment is just 19%
of 2018 GDP, down from its pre-crisis peak of 30% in 2007." Another
factor restricting economic growth is weak banking sector lending.
From 2014 to 2018, real credit growth to the private sector has
contracted cumulatively by nearly 65%.

An important risk to Ukraine's economic outlook could arise from
the outcome of the presidential and parliamentary elections this
year. Political outsider and comedian Volodymyr Zelensky and
current president Petro Poroshenko will proceed to the presidential
election run-off on April 21. The risk of policy reversal is likely
to be lower if the incumbent is voted back; Mr. Zelensky's
credentials with respect to macroeconomic and foreign policy are
untested.

Ukraine's current stand-by arrangement with the IMF runs until
October, after which the new president and government will have to
negotiate a fresh agreement with the IMF, which we think could
include a tougher reform agenda. The present $3.9 billion program
aims at preserving existing gains (such as lower government
deficits and central bank independence) in a difficult election
year.

The conditions for disbursements under the current IMF program
include the operationalizing of the High Anti-Corruption Court, in
addition to passing legislation to split supervisory
responsibilities for financial intermediaries. The authorities are
also trying to design and pass legislation related to illicit
enrichment after the constitutional court recently overturned a
related article. If a solution is not reached over the next month
or so, the next IMF review and disbursement could be delayed as the
law was part of the conditions of a past IMF program.

A near-term solution to the conflict in Ukraine's
separatist-controlled area in the Donbas, where there are frequent
ceasefire violations and casualties, is not currently visible.
While S&P does not assume a further escalation of this conflict in
its base case, it expects tensions with Russia to remain high.
Ukraine's ongoing external security risks constrain the ratings.

Flexibility and Performance Profile: Large external debt repayments
in 2019 will necessitate compliance with the IMF program

-- Compliance with the IMF program remains key to unlocking
    external financing, without which the government's ability
    to service its foreign currency debt obligations in 2019
    and 2020 is uncertain.

-- S&P anticipates budgetary deficits will remain in line with
    program stipulations in 2019 despite the election calendar.

-- Inflation has inched closer to, but remains outside, the
    NBU's target and is now in single digits.

Ukraine faces substantial external debt repayments in 2019 and
2020. The government has about $3 billion (about 2% of GDP) of
external debt obligations, including interest, coming due in the
remainder of 2019 and $5.5 billion (about 4% of GDP) in 2020. In
addition, repayments toward government foreign currency debt in the
domestic market total about $2 billion (1.5% of GDP) in 2019.

Given that local banks, which are the major participants in the
domestic debt market, have their own foreign currency redemptions
in 2019, rollover ratios of government foreign currency-denominated
domestic debt are likely to be less than 100%. We also note that
banks own nearly 30% of their assets in government bonds.
Nonresident participation in the domestic bond market is currently
limited but could increase with the establishment of a Clearstream
link to the global bond market.

Disbursements from the IMF program will go directly to boosting
foreign currency reserves at the central bank and will not be
available for sovereign foreign currency debt repayments. S&P
assumes proceeds from fresh sovereign Eurobond issuance will help
cover external financing needs, as will some proceeds from
hryvnia-denominated bond issuance in the domestic bond market
exchanged against NBU foreign currency reserves. In the absence of
IMF funding and additional support tied to the IMF program--such as
EU macrofinancial assistance and World Bank guarantees--we continue
to see a risk of deterioration in Ukraine's external financing
conditions, given its large refinancing needs.

Ukraine's external profile remains a key rating weakness. S&P
anticipates a widening of the current account deficit toward 4.5%
of GDP by 2022 from 3.4% in 2018, in line with a rising import bill
and despite continued strong remittance inflows. Strong domestic
demand, volatile commodity prices, and risks to external trade from
rising global protectionism underpin this forecast. Decreasing gas
transit fees from 2020 will also contribute to the widening current
account deficit as Naftogaz's contract with Gazprom ends this year
and new pipelines such as Nord Stream 2 and TurkStream bypass
Ukraine.

S&P said, "We note that Ukraine's current account deficits are
financed more by debt-creating inflows and to a lesser extent by
foreign direct investment (FDI) inflows, net of round-tripping
transactions (i.e. where capital leaves the country and then is
reinvested in the form of FDI). We anticipate a similar mix over
the forecast horizon through 2022. The NBU estimates that round
tripping accounted for 20.6% of FDI inflows in 2018.

"We project that the NBU's foreign currency reserves will cover
just under three months of current account payments on average
through 2022. The NBU's reserves increased to $20.8 billion at the
end of 2018, recovering from $7.5 billion at end-2014." The NBU
intervenes to avoid excessive volatility and to augment reserves.
In 2018, the NBU's net foreign currency purchases amounted to $1.4
billion. Reserves were also boosted by an IMF disbursement and
sovereign Eurobond issuance in the final quarter of 2018.

The general government deficit widened to 2.1% of GDP in 2018 from
1.4% in 2017, despite lower interest payments owing to hryvnia
appreciation. Dividend from Naftogaz contributed about US$1 billion
(0.8% of 2018 GDP) to the budget. Through 2022, S&P projects the
government will maintain its general government deficit at or below
the IMF program's target of 2.5% of GDP.

General government debt to GDP is on a downward path because of
Ukraine's lower fiscal deficits and strong nominal GDP growth.
Ukraine's debt ratio in 2018 fell to 61% of GDP from its peak of
81% in 2016. In line with our macroeconomic and fiscal baseline
projection, S&P forecasts that this ratio will decline further to
51% by 2022. However, the forecast remains highly sensitive to
future exchange rate developments, since about 70% of Ukrainian
government debt is denominated in foreign currency.

There is a residual risk for Ukraine's government balance sheet
from the $3 billion Eurobond issued and bought by Russia in 2013,
which was not restructured. S&P said, "We understand that a U.K.
court's 2018 decision to grant a full trial for the case suggests a
conclusion may be years out. An adverse ruling and Ukraine's
potential refusal to pay in full could eventually lead to legal
constraints on Ukraine's ability to repay its commercial debt,
although we note that the Ukraine government does not see this as a
risk."

Since being significantly reformed in 2015 and gaining operational
independence, the NBU has achieved a reasonable degree of success
in containing inflation and gradually cleaning up the banking
system. Six hikes to the key policy rate to 18% since September
2017 have put inflation on a downward trend. The rate of inflation
has nearly halved between then and February 2019, to 8.8%. S&P
said, "Given our forecast of continued deprecation pressures on the
Ukrainian hryvnia and pass-through into domestic prices, we
forecast that inflation will approach but stay outside the NBU's
medium-term target of 5% +/-1%. Rapid growth in wages and imported
energy prices could push inflation up higher than we currently
project." Broader macroeconomic stability, a more stable exchange
rate, and replenished foreign exchange reserves should also enable
the NBU to continue gradually easing its capital account
restrictions.

The Ukrainian banking sector returned to profitability in 2018, but
banks continue to grapple with very high NPLs. In February 2019,
the system's NPL ratio stood at 53.2%. We note this figure is
exacerbated by PrivatBank, which has NPLs amounting to 83% of its
loan portfolio, due to its corporate loan book comprising almost
entirely related-party lending. This compares with NPLs of just
under 25% for Ukrainian private banks. The government's strategy
for state-owned banks includes a gradual cleanup and eventual
part-privatization of at least two of the four--Oschadbank and
PrivatBank.

With reforms at all four state-owned banks progressing--albeit at a
slower pace at Ukreximbank and Oschadbank--we do not expect any
additional recapitalization needs from the central government over
the next year. Overall, S&P classifies Ukraine's banking sector in
group '10' ('1' being the lowest risk, and '10' the highest) under
S&P's Banking Industry Country Risk Assessment methodology.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List
  
  Ratings Affirmed

  Ukraine

  Sovereign Credit Rating            B-/Stable/B
  Ukraine National Scale               uaBBB/--/--
  Transfer & Convertibility Assessment B-
  Senior Unsecured                 B-
  Senior Unsecured                      D




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

ARCADIA GROUP: Two Restructuring Specialists Set to Join Board
--------------------------------------------------------------
Kalyeena Makortoff at The Guardian reports that Sir Philip Green's
Arcadia Group has drafted two restructuring specialists on to its
board as it prepares to shut stores and cut pension payments as
part of a company-wide overhaul.

According to The Guardian, Jamie Drummond Smith and Peter Bloxham
will join the boards of Topshop, Arcadia Group and Green's holding
company Taveta Investments, according to a corporate announcement
that highlighted the pair's "significant restructuring and
governance expertise".

Both appointees have been working closely with the board as
advisers in recent weeks, The Guardian notes.

"Their relevant expertise will be invaluable as the group works
through the current restructuring options," The Guardian quotes
Arcadia as saying.  "They will also play an important role engaging
with the group's key stakeholders at this critical time for the
business."

The company is widely expected to embark on a restructuring
programme through a company voluntary arrangement (CVA) -- an
insolvency process used by struggling firms to shut underperforming
stores and cut rents, The Guardian states.

The move would probably result in the closure of dozens of shops
operated by Arcadia, the retail group controlled by Taveta whose
brands include Topshop and Dorothy Perkins, The Guardian says.

The company's advisers at accountancy firm Deloitte have reportedly
approached major landlords in recent weeks with a prospective deal,
The Guardian relays.  It offers a stake in the business in exchange
for support of restructuring plans that would slash rents and
shutter about 50 of its 570-plus store network, The Guardian
discloses.


ENSCO PLC: Moody's Cuts CFR to B3 & Senior Unsecured Notes to Caa1
------------------------------------------------------------------
Moody's Investors Service downgraded Ensco plc's Corporate Family
Rating to B3 from B2, Probability of Default Rating to B3-PD from
B2-PD, senior unsecured notes to Caa1 from B3, and Speculative
Grade Liquidity Rating to SGL-2 from SGL-1. Ensco's NP commercial
paper rating was confirmed. The rating outlook was changed to
negative. This concludes Moody's ratings review on Ensco that was
initiated on October 8, 2018 following its announcement to merge
with Rowan Companies, Inc. (Rowan) in an all-stock transaction,
which closed on April 11, 2019. Ensco plc has changed its name to
Ensco Rowan plc (EnscoRowan) at closing, although the combined
entity will continue trading under the ticker symbol ESV on the New
York Stock Exchange.

Moody's concurrently affirmed Rowan's Caa1 senior unsecured notes
and changed its rating outlook to negative from developing. Going
forward, Rowan will operate as a wholly-owned subsidiary of
EnscoRowan. Consequently, Moody's has withdrawn Rowan's pre-merger
issuer level ratings, including its B3 CFR, B3-PD PDR and SGL-1
Speculative Grade Liquidity Rating.

Downgrades:

Issuer: ENSCO International Incorporated

Senior Unsecured Notes, Downgraded to Caa1 (LGD4) from B3 (LGD4)

Issuer: Ensco plc

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Corporate Family Rating, Downgraded to B3 from B2

Senior Unsecured Notes, Downgraded to Caa1 (LGD4) from B3 (LGD4)

Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1

Issuer: Pride International, Inc.

Senior Unsecured Notes, Downgraded to Caa1 (LGD4) from B3 (LGD4)

Outlook Actions:

Issuer: ENSCO International Incorporated

Outlook, Changed To Negative From Rating Under Review

Issuer: Ensco plc

Outlook, Changed To Negative From Rating Under Review

Issuer: Pride International, Inc.

Outlook, Changed To Negative From Rating Under Review

Issuer: Rowan Companies, Inc.

Outlook, Changed To Negative From Developing

Confirmations:

Issuer: Ensco plc

Senior Unsecured Commercial Paper, Confirmed at NP

Affirmations:

Issuer: Rowan Companies, Inc.

Senior Unsecured Notes, Affirmed Caa1 (LGD4)

Withdrawals:

Issuer: Rowan Companies, Inc.

Probability of Default Rating, Withdrawn , previously rated B3-PD

Speculative Grade Liquidity Rating, Withdrawn , previously rated
SGL-1

Corporate Family Rating, Withdrawn , previously rated B3

RATINGS RATIONALE

The combined company will have one of the largest, youngest, most
diversified and most technologically-advanced rig fleets in the
offshore drilling industry. EnscoRowan will have the world's
largest jack-up fleet with 54 jack-ups and the second largest
floater fleet with 28 floaters, enhancing its ability to work in
all water depths and in all geographic markets. The company will
also have a broader and stronger customer base, including a long
term relationship with Rowan's joint-venture partner Saudi Aramco
(A1 stable), that will place EnscoRowan in a strong competitive
position during the expected recovery phase of the offshore
drilling industry. Additionally, the merger will provide EnscoRowan
with a longer liquidity runaway to turn around its business.

However, day rates and global rig utilization will likely remain
weak through 2020. Absent any significant rebound in customer
demand or market day rates, Moody's expects the combined entity's
debt/EBITDA ratio to stay above 20x at least through early 2020.

EnscoRowan's B3 CFR reflects its extremely high financial leverage,
significant projected negative cash flow generation in 2019 and
elevated re-contracting risks in a weak global offshore contract
drilling market. The business combination significantly improves
EnscoRowan's business risk profile, fleet quality, and
re-contracting prospects; however, leverage metrics for the
combined entity will remain highly elevated due to a slow industry
recovery through 2020. A significant portion of EnscoRowan's active
rigs are scheduled to come off contract through 2020 and Moody's
expects these rigs to transition to low margin contracts or remain
unutilized for a period of time. While contracting activity has
been increasing in both shallow water and deepwater markets,
Moody's expects day rates to recover gradually and remain low,
which will challenge EnscoRowan to reverse the declining trends in
earnings and cash flow before 2020. Despite idling/scrapping of a
large number of mostly older generation rigs from the supply side,
global rig markets remain oversupplied, which will make it very
difficult for EnscoRowan to raise pricing and cash flow.
EnscoRowan's core strengths include its $2.75 billion of contracted
revenue backlog as of December 31, 2018, significant liquidity
cushion, large and mostly high quality offshore fleet, excellent
operating track record, and diversification across geography, rig
types, and customers, all of which have provided credit support in
this protracted industry downturn.

Ensco's senior unsecured notes are rated Caa1, one notch below the
B3 CFR because of their structural subordination to the revolving
credit facility that benefits from rig-owning operating subsidiary
guarantees. The vast majority of Ensco's debt resides at the Ensco
plc level, and the debt at Ensco plc, ENSCO International
Incorporated (EII) and Pride International, Inc. (Pride) all rank
pari-passu. Ensco guarantees the debt at EII and Pride, so EII's
and Pride's senior notes are rated the same as Ensco's senior
unsecured notes. Rowan's notes are also rated Caa1 under the new
corporate structure based on management's stated intent to make
Rowan notes pari passu with Ensco's notes shortly after closing. If
management does not make Rowan and Ensco notes pari passu within a
reasonable timeframe, Moody's will reassess whether financial
disclosures are sufficient to monitor Rowan's financial performance
and maintain Rowan's note rating. Following the merger, EnscoRowan
will have full control over Rowan's assets, future contract
negotiations and strategic direction, and have the ability to move
assets between companies.

The SGL-2 rating reflects Moody's view that EnscoRowan will have
good liquidity through 2020. The company had pro forma cash of
about $1.6 billion (as of December 31, 2018) and $2.3 billion in
borrowing capacity (through September 2019, and $1.7 billion from
October 2019 through September 2022) under an upsized revolving
credit facility at closing. In conjunction with the merger, Rowan's
pre-merger credit facilities were terminated and Ensco's revolver
commitment was increased. EnscoRowan should be able to cover its
capital spending, projected negative cash flow and debt maturities
through 2020 using its cash balance and revolver availability.
Moody's expects ample headroom through 2020 under the 60%
debt/total capitalization covenant in EnscoRowan's credit
agreement.

The negative rating outlook reflects the risks that EnscoRowan's
leverage, coverage and liquidity will likely weaken if industry
conditions do not recover from early-2019 levels. EnscoRowan's
ratings could be downgraded if earnings continue to decline beyond
2019 leading to ongoing negative free cash flow generation and
significantly reduced cash balance. More specifically, a downgrade
is likely if it appears that the company will not have enough
liquidity and cash flow to cover its interest expenses and debt
maturities for the forward eighteen months. While unlikely through
2020, the ratings could be upgraded if the debt/EBITDA ratio can be
sustained below 10x with diminished refinancing risk and in an
improving drilling industry environment.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.

Ensco Rowan plc is headquartered in London, UK and is one of the
world's largest providers of offshore contract drilling services to
the oil and gas industry.


INTERSERVE PLC: Two Execs Earned GBP1.99MM Ahead of Collapse
------------------------------------------------------------
Gill Plimmer at The Financial Times reports that two senior
executives at Interserve plc earned a combined GBP1.99 million in
the year to March even though shareholders were wiped out after the
government contractor collapsed into administration last month.

Debbie White, chief executive of Interserve, and Mark Whiteling,
finance director, were both awarded bonuses that accounted for more
than half their final salary, but short of the full 125% figure
agreed in their contracts, according to the annual report, the FT
discloses.

Interserve, which earns two-thirds of its GBP2.9 billion earnings
from the UK public sector, is now in the hands of its creditors,
the FT notes.

The company, which had racked up GBP735 million net debt, had
warned that it had run out of money and would be unable to pay
suppliers and employees by the end of the month, the FT relates.

According to the FT, Luke Hildyard, director of the High Pay
Centre, said it was "totally inappropriate for executives to be
taking millions out of a company as it implodes, but hardly
uncommon or unsurprising".


KIER GROUP: New Chief Executive to Lead Strategic Review
--------------------------------------------------------
Michael O'Dwyer at The Telegraph reports that the new chief
executive of Kier Group will lead a strategic review of the
troubled outsourcer aimed at simplifying its operations and
improving its financial position.

According to The Telegraph, Andrew Davies starts as chief executive
on April 15 and will oversee the review, which will consider how to
make Kier more "focused", improve cash generation and reduce
leverage.  Its conclusions will be announced in July, The Telegraph
notes.

Last month, the company reported half-year losses of GBP35.5
million and slashed its dividend after suffering a slowdown in road
and housing maintenance work, The Telegraph recounts.

As reported by the Troubled Company Reporter-Europe on March 14,
2019, The Telegraph related that troubled contractor Kier shocked
investors by admitting its debt pile was GBP50 million higher than
it had previously thought.  An accounting error in Kier's half-year
results at the end of December meant net debt was GBP181 million
rather than GBP130 million, according to The Telegraph.


MONSOON ACCESSORIZE: Appoints Deloitte to Prepare for CVA
---------------------------------------------------------
James Andrews at Mirror reports that fashion chain Monsoon
Accessorize is planning a wave of shop closures, according to
reports.

"Dozens" of store closures look as if they could be announced in
the next few weeks, Mirror relays, citing Sky News.

According to Mirror, Sky said the group has appointed Deloitte to
prepare a Company Voluntary Arrangement (CVA) that would ask for
creditor approval for the closures -- as well as seeking rent
reductions from exising landlords.

A company spokesmen told Sky News "The UK retail trading
environment is tough and we are continuing to look at options to
reduce our overall costs as we restructure the business in the UK
and internationally", Mirror discloses.

"We are looking at options to accelerate these store closures."


STORE FIRST: Winding-Up Petition Hearing Begins in High Court
-------------------------------------------------------------
Sam Barker at The Telegraph reports that investors who have sunk
money into Store First, a storage pod scheme, will edge closer to
knowing the future of their cash as a High Court hearing begins.

Lancashire-based Store First offered investors a "guaranteed" 8%
return in the first two years, rising to 10% in years three and
four, The Telegraph discloses.

In June 2017, the Insolvency Service applied to have Store First
Limited and four sister companies wound up in the public interest,
The Telegraph relates.

According to The Telegraph, on April 15, the Manchester District
Registry of the High Court was scheduled to hear the winding-up
petitions as part of a three-week session.

If the petitions are successful, an official receiver will wind up
the firms, The Telegraph states.

Then any investors who believe they are owed money can register as
creditors and hope to get their cash back, The Telegraph notes.



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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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