/raid1/www/Hosts/bankrupt/TCREUR_Public/190510.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Friday, May 10, 2019, Vol. 20, No. 94

                           Headlines



B U L G A R I A

CORPORATE COMMERCIAL: Creditors Set to Get Partial Compensation


F R A N C E

PHOTONIS TECHNOLOGIES: Moody's Withdraws Caa1 CFR on Loan Repayment


G E R M A N Y

ANTIN AMEDES: Moody's Assigns B2 CFR on Full Debt Refinancing
GERMANIA: Enter Air Acquires Former Swiss Charter Unit


G R E E C E

GREECE: Cuts Surplus Targets, Challenges Deal with Creditors


N E T H E R L A N D S

UNITED GROUP: Moody's Rates New EUR550MM Notes Due 2025 'B2'
UNITED GROUP: S&P Rates New EUR550MM Notes 'B'


P O R T U G A L

BANCO COMERCIAL: Fitch Rates Senior Non-Preferred Debt 'BB(EXP)'


S P A I N

CIRSA ENTERPRISES: Moody's Rates New EUR390MM Secured Notes 'B2'
CIRSA ENTERPRISES: S&P Rates New EUR390MM Secured Notes 'B+'


U N I T E D   K I N G D O M

BOLTON WANDERERS: To Enter Into Administration Over Unpaid Tax
CO-OPERATIVE BANK: FRC Imposes Fine on KPMG Over 2009 Audit
DEBBENHAMS PLC: Administrators Reject All Takeover Bids


X X X X X X X X

[*] BOOK REVIEW: THE SUCCESSFUL PRACTICE OF LAW

                           - - - - -


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B U L G A R I A
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CORPORATE COMMERCIAL: Creditors Set to Get Partial Compensation
---------------------------------------------------------------
Novinite.com reports that assignees of the bankrupt Corporate
Commercial Bank will start paying EUR391 million to the bank's
creditors.

According to Novinite.com, the payment of the amounts from the
first partial account will be made through the network of UniCredit
Bulbank.

All taxes and commissions for the financial transactions are at the
expense of the payees, Novinite.com notes.  Creditors of Corporate
Commercial Bank can check the due amounts at the Commercial
Register under the bank account, Unified Identification Code
831184677 in Declared Insolvency Acts section or on the Internet
page of the bank:www.corpbank.bg in Questions and Answers section,
Novinite.com discloses.

                  About Corporate Commercial

Corporate Commercial Bank AD is the fourth largest bank in Bulgaria
in terms of assets, third in terms of net profit, and first in
terms of deposit growth.

Bulgaria's central bank placed Corpbank under its administration
and suspended shareholders' rights in June 2014 after a run drained
the bank of cash to meet client demands.




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F R A N C E
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PHOTONIS TECHNOLOGIES: Moody's Withdraws Caa1 CFR on Loan Repayment
-------------------------------------------------------------------
Moody's Investors Service has withdrawn Photonis Technologies SAS'
corporate family rating of Caa1 and probability of default rating
of Caa1-PD. At the time of withdrawal, there was no instrument
rating outstanding. Prior to the withdrawal the outlook was
negative.

RATINGS RATIONALE

Moody's has withdrawn the ratings following the recent repayment of
the company's senior secured term loans.

France-based Photonis is a manufacturer of electro-optic components
used in military night vision and industry & science applications.




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G E R M A N Y
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ANTIN AMEDES: Moody's Assigns B2 CFR on Full Debt Refinancing
-------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and a B2-PD probability of default rating to Antin Amedes Bidco
GmbH after the company has announced its intention to fully
refinance its existing debt. Concurrently Moody's has assigned a B2
instrument rating to the new EUR420 million term loan maturing 2026
and to the new EUR75 million revolving credit facility maturing
2025 issued by Amedes as part of a transaction aiming at
refinancing in full its existing debt. The outlook is stable.

The ratings are conditional upon the existing shareholder loan's
maturity being amended in order to meet Moody's criteria for equity
credit.

RATINGS RATIONALE

The rating action reflects the following interrelated drivers:

  - Evidence of operating performance recovery since the beginning
of 2018 - notably thanks to strategic initiatives implemented by
the new management since 2017 - following a period of operating
underperformance during 2015-17

  - Benefits of the refinancing transaction including higher free
cash flow due to lower expected interest payments, larger
availability under the new revolving credit facility, extension of
debt maturities and better flexibility under the new covenant

  - Pro forma opening leverage of 5.9x under local GAAP management
accounts for FY 2018 when adding back the full year EBITDA impact
of acquisitions closed as of end-March 2019.

The ratings are weakly positioned given the high opening leverage
for the rating category.

The ratings are supported by (1) Amedes' leading positions in the
clinical diagnostic market in Germany (#4) and Belgium (#4 overall,
#1 in the region of Wallonia) with strong focus on gynaecology (40%
market share in Germany according to the company) but relatively
smaller scale compared to other rated peers; (2) positive
underlying fundamental trends for demand of clinical laboratory
tests and (3) strong barriers to entry.

Conversely, the ratings are constrained by (1) Amedes' limited
geographical diversification exposing the company to change in
regulation and reimbursement cuts, especially in Germany; (2)
continuous pricing pressure constraining margins and (3) dependence
on referrals from 3rd party physicians.

The company will start producing accounts under IFRS standards
starting with the full year 2018 annual report. Moody's estimates
that the Moody's-adjusted debt/EBITDA under IFRS accounting,
including the impact of IFRS 16, might reach 6.6x for FY 2018 (pro
forma for new capital structure and after having added back the
full year EBITDA impact of acquisitions closed as of end-March
2019). As a result, Moody's might review the quantitative triggers
for the B2 rating category.

LIQUIDITY

Amedes' liquidity is adequate supported by (1) around EUR20 million
of cash on balance sheet pro forma for the refinancing representing
around 5% of sales, (2) a new fully undrawn RCF of EUR75 million,
(3) expected positive free cash flow in the next 12-18 months and
(4) long dated maturities (new term loan maturing in 2026 and new
RCF maturing in 2025).

STRUCTURAL CONSIDERATIONS

The Probability of Default at B2-PD assumes a 50% recovery rate
reflecting Amedes' debt structure composed of first lien senior
secured bank facilities with only one financial maintenance
covenant with significant headroom (flat net leverage tested
quarterly at 8.8x versus 5.8x at opening based on LTM March 2019
EBITDA). The B2 instrument rating assigned to the bank facilities
is in line with the CFR in the absence of any significant
liabilities ranking ahead or behind.

The instruments share the same security package and are guaranteed
by a group companies representing at least 80% of the consolidated
group's EBITDA. The security package consists of shares, bank
accounts and intragroup receivables.

The ratings are conditional upon the existing shareholder loan's
maturity being amended in order to meet Moody's criteria for equity
credit.

OUTLOOK

The stable outlook reflects Moody's expectations that market
conditions will remain stable and that the Moody's-adjusted
debt/EBITDA ratio will gradually improve within the next 12-18
months from the opening level of 5.9x (FY 2018 management accounts,
pro forma for closed acquisitions). The stable outlook assumes no
material debt funded acquisitions and no shareholder
distributions.

WHAT COULD CHANGE THE RATING UP/DOWN

Given the relatively high leverage for the rating category, an
upgrade is currently unlikely. However, positive rating pressure
could develop should (1) the company reduce its Moody's-adjusted
debt/EBITDA ratio sustainably below 5.0x (on a local GAAP basis)
and (2) its Moody's-adjusted free cash flow/debt were to increase
above 5% on a sustainable basis.

Downward rating pressure could develop if (1) Amedes' adjusted
debt/EBITDA ratio increases above 6.0x (on a local GAAP basis) or
(2) its liquidity position weakens.

PROFILE

Founded in 1987, Amedes, headquartered in Hamburg (Germany), is an
operator of clinical diagnostic laboratories present in Germany (#4
amongst private laboratories) and in Belgium (#4 overall and #1 in
the region of Wallonia). Amedes offers diagnostic testing services
to 3rd party doctors (GPs, gynecologists) and hospitals but also to
its own in-house physicians. A key differentiator in Amedes'
business model is the fact that it operates clinical medicine
facilities (IVF/fertility centres) where its in-house physicians
face patients and provide consultation for gynaecological,
paediatric endocrinology, rheumatology and oncology issues. The
company counts 49 laboratories and 17 physician practices in
Germany and Belgium with 3,500+ employees (including 350+
physicians and scientists). The company is majority owned by funds
managed and advised by Antin Infrastructure Partners since 2015.

GERMANIA: Enter Air Acquires Former Swiss Charter Unit
------------------------------------------------------
Victoria Moores at Air Transport World reports that privately owned
Polish carrier Enter Air has agreed to acquire 49% of Germania
Flug, the former Swiss charter unit of Berlin-based leisure carrier
Germania.

Swiss carrier Germania Flug was established five years ago in
partnership with Germania, which held a 40% stake in the airline,
Air Transport World discloses.

However, Germania itself filed for bankruptcy protection and halted
operations in February, Air Transport World recounts.  Later that
month, Swiss entrepreneur and Air Prishtina CEO Leyla Ibrahimi
Salahi took full ownership of Germania Flug through her company,
Albex Aviation, Air Transport World relates.

According to Air Transport World, Enter Air has agreed to pay Albex
Aviation US$2 million to acquire 49% of Germania Flug, funded using
Enter Air's own reserves.  Enter Air has also taken a call option,
allowing it to increase its Germania Flug stake to 80%, Air
Transport World states.

Enter Air said Germania Flug operates three Airbus A319s on
scheduled and charter flights in Europe, Africa and the Middle
East, giving Enter Air "extensive access" to the Swiss tourist
market.

Germania Flug employs more than 100 staff, including flight crews.




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G R E E C E
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GREECE: Cuts Surplus Targets, Challenges Deal with Creditors
------------------------------------------------------------
Sotiris Nikas and Eleni Chrepa at Bloomberg News report that
Greece's government has set its annual primary surplus targets to
2.5% of gross domestic product from 2020 to 2022, challenging an
agreement with its creditors in the euro area and the International
Monetary Fund that called for a primary surplus of 3.5%.

Greek Prime Minister Alexis Tsipras said in a news conference on
may 7 that even with a lower primary surplus Greece will meet its
debt obligations and to this end Greece created an escrow account
transferring EUR5.5 billion (US$6.15 billion) from the state's cash
reserves as a guarantee to its creditors, Bloomberg relates.

According to Bloomberg, Finance Minister Euclid Tsakalotos
explained in the news conference the country's contribution to debt
reduction was to achieve primary surpluses of 3.5% every year until
2022.

"We had promised to deliver 3.5 percent of our GDP to our debt
servicing, and this is what the creditors will get," Bloomberg
quotes Mr. Tsakalotos as saying.  This will take place either
straight from the country's surplus, or from the escrow account.
Greece is due to present the plan to its creditors.

Fiscal targets were agreed with creditors in exchange for some debt
relief measures and were included to their debt sustainability
analysis for Greece, Bloomberg discloses.

"The commitment the Greek government made in the context of the ESM
program and the medium-term debt relief measures is very clear: The
agreed primary surplus target until 2022 is 3.5% of GDP," a
spokesperson from European Stability Mechanism, as cited by
Bloomberg, said right after government announced its plan.




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N E T H E R L A N D S
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UNITED GROUP: Moody's Rates New EUR550MM Notes Due 2025 'B2'
------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family and
the B2-PD probability of default rating of Adria Midco B.V. and the
ratings of its wholly owned subsidiary United Group B.V. At the
same time, the agency has affirmed the B2 rating of the existing
EUR900 million Senior Secured Notes (split into two tranches,
EUR575 million due 2022 and EUR325 million 2024) and has assigned a
B2 rating to the proposed EUR550 million of Senior Secured Notes
due 2025 to be issued by UG. The B2 rating on the company's
existing EUR450 million Senior Secured Notes due 2023 is also
affirmed and will be withdrawn upon repayment of these instruments.
The outlook is negative.

Proceeds from this debt issuance will be used to redeem the EUR450
million existing senior notes due in 2023. Concurrently, UG will
use part of the proceeds to repay drawdowns under its EUR100
million super senior RCF.

In March 2019, funds advised by BC Partners acquired a majority
stake in UG from KKR. To finance part of the transaction, BCP
entered into a Pay-If-You-Can (PIK) bridge facility agreement for
EUR306 million at the holding company, Summer Bidco B.V., outside
of the restricted group defined by the lenders for Adria. BCP
intends to issue EUR306 million of PIK Notes to refinance the
bridge facility.

"The ratings affirmation reflects the (i) strong operational
performance of the company; (ii) considerable improvement in the
scale of revenues and EBITDA; (iii) positive track record of
integrating acquired companies and; (iv) largely leverage neutral
nature of the Senior Secured Notes refinancing and the PIK issuance
for Adria's restricted group," says Agustin Alberti, a Moody's Vice
President -- Senior Analyst and lead analyst for Adria.

"The negative outlook continues to reflect the (i) high leverage
ratio for the rating category, which has however improved since
2017, and (ii) currently constrained free cash flow generation,
that leaves limited headroom for underperformance" adds Mr.
Alberti.

RATINGS RATIONALE

The operating performance of Adria remains robust. The company grew
its reported revenues and company-adjusted EBITDA organically by
10% and 12% year-on-year in 2018. Over the last five years, the
company has grown its scale of revenues and EBITDA by a solid 21%
and 19% cumulative average growth rate respectively on a reported
basis, helped by strong organic growth as well as a large number of
M&A transactions. In July 2018, the company completed the
acquisition of CME Croatia, including the Nova TV flagship channel
which is the most watched channel in Croatia. In September 2018, it
also acquired Direct Media, a leading media buying agency in Serbia
and its terrestrial TV stations Pink BiH and Pink Montenegro. These
recent acquisitions will enhance the scale of the company's media
business, which accounts for 32% of overall revenues on a pro-forma
basis as of year-end 2018. On January 18, 2019, the company
announced that its agreement to purchase certain broadcasting
assets located in Slovenia from CME was terminated.

Supported by strong EBITDA growth, Moody's expects the company to
de-lever to gross Debt/EBITDA of 5.7x in 2019 and 5.3x in 2020
(from 6.1x in 2018), after concluding the acquisitions of CME
Croatia and Direct Media/ Pink in 2018 for a total consideration of
EUR193 million. This deleveraging scenario factors in its
expectation that the company will up-stream cash to service the PIK
notes (around EUR20 million per annum from 2020 onwards), although
Moody's also believes that metrics will depend on the company's
growth strategy, which to date has been highly acquisitive.

Under the existing documentation of the EUR1.35 billion Senior
Secured Notes, the PIK issued outside UG can potentially be
refinanced with UG incremental debt only if: (1) such debt complies
with the incurrence covenants (including the 5.0x consolidated
leverage ratio incurrence test, apart from certain permitted debt
baskets within the credit facilities) and; (2) such payments
(including any principal repayments) are allowed under the
restricted payment test. While the PIK notes will be excluded from
its metrics for the Adria restricted group, Moody's believes that
they signal a somewhat more aggressive financial policy.

At transaction closing, the company will have cash and cash
equivalents of around EUR43 million. Moody's assessment of adequate
liquidity factors in the company's intention to increase its SSRCF
due 2022 to EUR200 million, of which EUR24 million will be drawn,
from EUR100 million currently, while concurrently reducing its
local bilateral lines to EUR40 million from EUR100 million. The
company will not have any material maturities until 2022 when the
SSRCF and fixed rate notes mature. The SSRCF contains one
leverage-based maintenance covenant of 9.5x Net Debt to
Consolidated EBITDA tested on an quarterly basis.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects Moody's view that in spite of some
deleveraging in the past year, the company's key leverage and cash
flow metrics are expected to remain weak for the current rating for
the next 12 months with limited room for underperformance or
material debt-financed acquisitions.

WHAT COULD CHANGE THE RATING UP / DOWN

Downward rating pressure could develop if leverage is not managed
so that its gross Debt/EBITDA ratio (Moody's definition) is
maintained below 5.5x on a sustained basis. Downward rating
pressure could also arise if the company's liquidity profile
deteriorates.

Conversely, upward rating pressure could develop if the company
reduces its leverage so that its gross Debt/EBITDA ratio (Moody's
definition) falls well below 4.5x and demonstrates its capacity to
generate adjusted FCF/debt (Moody's definition) of above 5%, both
on a sustainable basis. However, the PIK instrument outside of the
restricted group represents an overhang for Adria, as it could be
refinanced within the restricted group once sufficient financial
flexibility develops. Therefore, Moody's believes that the PIK
instrument could be a constraint to upward rating pressure in the
future.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: United Group B.V.

BACKED Senior Secured Regular Bond/Debenture, Assigned B2

Affirmations:

Issuer: Adria Midco B.V

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Issuer: United Group B.V.

BACKED Senior Secured Regular Bond/Debenture, Affirmed B2

Outlook Actions:

Issuer: Adria Midco B.V

Outlook, Remains Negative

Issuer: United Group B.V.

Outlook, Remains Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pay TV
published in December 2018.

COMPANY PROFILE

Adria Midco B.V. provides through its subsidiary United Group B.V.
cable and satellite (Direct-to-Home or DTH) pay-TV, broadband and
telephony in Slovenia, Serbia and Bosnia and Herzegovina, mobile
services in Slovenia, satellite pay-TV across the six countries of
former Yugoslavia, Slovenia, Serbia, Bosnia and Herzegovina,
Croatia, Macedonia and Montenegro and OTT services worldwide. In
2018, the company reported revenues of EUR636 million and L2QA
Adjusted EBITDA of EUR284 million (on a pro-forma basis).


UNITED GROUP: S&P Rates New EUR550MM Notes 'B'
----------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on United
Group and its 'B' issue ratings on its existing senior secured
notes. S&P is also assigning its 'B' issue rating to the proposed
EUR550 million notes issued for refinancing purposes, and its 'B-'
issue rating to the proposed EUR306 million PIK notes.

S&P said, "The rating affirmation takes into consideration our
expectation that United Group will continue to achieve solid
organic growth over the near term, helping it maintain leverage at
about 7x in 2019--similar to in 2018--and potentially reduce it
toward 6x in 2020. This should be partly thanks to EBITDA
contributions from United Group's recent acquisitions of the
Croatian assets of Central European Media Enterprises (CME
Croatia)--mainly the Nova TV channel--and Direct Media (DM), a
media buying agency based in Serbia that also owns the Pink
terrestrial TV channels in Montenegro and Bosnia and Herzegovina.
Furthermore, we expect these assets to generate new high-margin
carriage fees from 2019 from new contracts with pay-TV operators.
The leverage reduction also reflects continued organic revenue
growth in the group's core markets from a growing subscriber base,
the take-up of multi-play bundles, and price increases. This could
be further supplemented with new bolt-on acquisitions.

"Although we forecast that S&P Global Ratings-adjusted EBITDA will
grow by about 20% in 2019, the notes issuance to fund the BC
Partners buyout means that we now expect leverage to remain flat at
7x in 2019. While we see this as relatively high for the current
rating, we think that United Group has ample capacity to reduce
leverage. This is thanks to its operations in relatively
underpenetrated broadband markets, notably Serbia and Bosnia; a
mobile challenger position in Slovenia; and an expected increase in
carriage fees from the recent acquisition of TV channels, which
should flow straight to the bottom line by 2020.

"Despite strong EBITDA growth, we expect United Group to continue
generating negative FOCF due to significant capex that we assume at
24%-26% of sales in 2019-2020. Investments in 2018 have included
equipment on customer premises, programming rights, and a new
headquarters in Slovenia. Excluding any potential spectrum costs,
we assume that capex intensity will decrease in 2019 to about
25%-26% of sales, with less intense network and other investments
being partly offset by investments in media content production.
However, we do not expect a significant improvement in FOCF
generation due to our assumption of greater interest payments on
the proposed notes. We therefore forecast negative reported FOCF of
about EUR10 million-EUR15 million in 2019, and we do not anticipate
positive free cash flow generation before 2021.

"Following the buyout by BC Partners, we expect United Group to
maintain an aggressive financial policy that pursues growth
investments both organically and from bolt-on and potentially
midsize acquisitions. Although we do not assume any dividend
payments in our forecasts, we view United Group's significant
deleveraging potential as being largely constrained by its
financial sponsor ownership. Therefore, we do not provide any
benefit from surplus cash in our adjusted debt figures.

"Our adjustments to reported debt figures include capitalizing
operating leases, resulting in a EUR92 million increase to debt and
an EUR11 million increase to EBITDA in 2018. We also adjust
reported debt for unamortized capitalized borrowing costs and
deferred considerations for acquisitions."

S&P's assessment of United Group's business risk remains
constrained by the geographic concentration of its revenue base in
the former Yugoslavia region, resulting in exposure to some
higher-risk countries like Serbia and Bosnia and Herzegovina. These
are also smaller end-markets compared to the markets of other rated
European cable operators. Furthermore, United Group only has a
mobile service offering in Slovenia, where it has a subscriber
market share of about 21%, and where it competes with a large
number of operators, including the better-capitalized Telekom
Slovenije, d.d., and A1 Slovenia, a subsidiary of Telekom Austria
AG. As a result, United Group is less able to provide fixed-mobile
converged offers to compete with local incumbents in other
markets.

On the other hand, United Group benefits from its strong market
positions in its geographic footprint. It is the leading pay-TV
operator and the second-largest national broadband and fixed-line
telephony player in its core markets of Serbia, Slovenia, and
Bosnia and Herzegovina. United Group also benefits from significant
opportunities to maintain its track record of organic revenue
growth due the low penetration of fixed multi-play bundles in parts
of the former Yugoslavia region compared to other European markets.
For example, retail generating units (RGUs) per unique cable
subscriber for United Group were at 2.2x in Serbia and Bosnia and
Herzegovina as of December 2018 (versus 2.1x a year before),
compared to about 2.7x in the more mature Slovenian market.

United Group is also able to systematically raise prices for its
cable pay-TV packages by improving the strength of its owned
content portfolio and distribution platform, which we continue to
view as a key competitive strength in its local markets. A recent
example is the launch of the new EON set-top box, which brings the
previous over-the-top content distribution platform to cable TV
subscribers through a premium subscription package.

S&P said, "The stable outlook reflects our expectation that
continued strong organic growth will help United Group reduce
leverage toward 6x by 2020, and that FFO cash interest coverage
will be at about 3x over 2019-2020, while FOCF will remain slightly
negative due to continued growth-related capex and higher
interest.

"We could lower our rating if we expect adjusted gross leverage to
remain sustainably above 7.0x from 2019, if FFO cash interest
declines to less than 2.5x, or if underperformance leads to
sustained significant negative FOCF, which is not offset by strong
commercial success.

"We could also lower the rating if we view liquidity as being less
than adequate, for example if the group draws a very significant
amount on its revolving credit facility (RCF).

"We are unlikely to raise the rating over the next 12-24 months as
we do not anticipate any meaningful and sustainable reduction in
leverage under United Group's financial sponsor ownership.
Additionally, the rating will likely remain constrained by the
group's limited FOCF generation prospects due to its ambitious
growth plans, which we anticipate will result in continued high
capex and bolt-on acquisitions."




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P O R T U G A L
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BANCO COMERCIAL: Fitch Rates Senior Non-Preferred Debt 'BB(EXP)'
----------------------------------------------------------------
Fitch Ratings has assigned Banco Comercial Portugues, S.A.'s (BCP;
BB/Stable) senior non-preferred debt a 'BB(EXP)' expected long-term
rating. The debt will be issued under the bank's existing EUR25
billion Euro Note programme.

The assignment of a final rating is contingent on the receipt of
final documents conforming to the information already received. The
rating is assigned to the debt programme. There is no assurance
that notes issued under the programme will be assigned a rating, or
that the rating assigned to a specific issue under the programme
will be the same as the rating assigned to the programme.

The introduction of this new debt class does not affect BCP's 'BB'
long-term senior debt rating, which following legislative changes
in Portugal in March 2019 became senior preferred obligations of
the bank.

KEY RATING DRIVERS

Fitch has rated BCP's senior non-preferred debt in line with the
bank's Long-Term Issuer Default Rating. Fitch views the probability
of default on senior non-preferred debt as the same as the
probability of default of the bank. Under its criteria, Fitch
requires a high burden of proof to notch senior debt up or down
from a bank's IDR based on recovery prospects, particularly at high
rating levels. This is because the structure of a bank's balance
sheet is likely to be very different at the point of failure.

Senior non-preferred debt constitutes a new senior debt class under
Portuguese law. It was introduced on March 14, 2019 when the
amendment to the Portuguese Liquidation Act (199/2006 Decree Law)
implementing EU Directive 2017/2399 into Portuguese law came into
force. In accordance with the new Article 8-A of the Decree Law, in
insolvency, senior non-preferred obligations rank junior to other
senior claims and senior to any junior claims.

Additionally, Fitch believes the difference in default risk between
senior preferred and senior non-preferred debt will initially be
very small until the bank has larger buffers of senior
non-preferred and junior debt. Over time, a build-up of the senior
non-preferred debt layer in combination with BCP's qualifying
junior debt (QJD) could result in a level of protection for senior
preferred notes warranting a long-term rating one notch higher than
the bank's Long-Term IDR and senior non-preferred debt ratings.

For senior preferred debt to achieve a one-notch uplift, the buffer
of QJD and senior non-preferred debt would need to sustainably
exceed its estimate of a 'recapitalisation amount'. This amount is
likely to be around or above the bank's minimum pillar 1 total
capital requirement. Fitch estimates that BCP's QJD buffer is equal
to about 4% of the parent company's unconsolidated risk-weighted
assets (RWA). BCP's resolution group includes its Portuguese
operations as well as its activities in Switzerland and Cayman
Islands, which are small in relation to the bank's domestic
business.

Fitch needs certainty about the sustainability of the buffer in the
longer term, which is expected to be provided by future regulatory
requirements (minimum requirement for own funds and eligible
liabilities - MREL). The Single Resolution Board has set BCP's MREL
requirement at 26.6% of RWA based on end-June 2017 data, to be met
by July 1, 2022. In the short term, uncertainty arises from the
volume of the senior non-preferred debt to be issued and potential
RWA inflation.

RATING SENSITIVITIES

The long-term rating of senior non-preferred debt is primarily
sensitive to changes in BCP's Long-Term IDR.




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S P A I N
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CIRSA ENTERPRISES: Moody's Rates New EUR390MM Secured Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating and B1-PD probability of default rating (B1-PD) of Cirsa
Enterprises, Sociedad Limitada. Concurrently, Moody's has assigned
ratings of B2 (LGD4) to Cirsa Finance International S.a.r.l.'s
proposed EUR390 million Senior Secured Notes and affirmed the B2
rating on its existing EUR1,560 million equivalent Senior Secured
Notes. The outlook is stable.

The proposed notes will be partly used to finance Cirsa's
acquisition of Giga Game System Operation S.L.U. and certain of its
subsidiaries (Giga), a leading Spanish gaming and leisure operator.
The transaction is subject to standard regulatory approvals.

RATINGS RATIONALE

The rating action follows Cirsa's announcement on 30th April 2019
that it has acquired Giga, a large gaming group in Spain. The
affirmation of the B1 CFR reflects Moody's assessment that the
acquisition will enhance Cirsa's business profile as it will
strengthen its market leading position in its home market Spain and
dilute its exposure to emerging markets in Latin America.
Nevertheless, the debt-funded acquisition of Giga will soften
Cirsa's credit metrics with a higher Moody's adjusted leverage for
its B1 CFR rating category at 4.8x in FY2018 on a pro forma basis
for the proposed transaction. Moody's expects the company to
gradually reduce leverage from its level post acquisition aided by
continued organic growth and additional earnings accretive
acquisitions. This would over time position the rating more
appropriately in its rating category.

Giga is viewed as a strategic fit for Cirsa, operating in the same
gaming segments namely slots, arcades, bingos and casinos, with
operations mainly concentrated in Catalonia and Levante,
consolidating Cirsa's leading market position in Spain. As at 31
December 2018, Giga had EUR124 million of net revenues. Moody's
views integration risk as somewhat limited given Cirsa's position
in Spain and the fact that Giga's core business comes from
operations formerly owned by Cirsa.

The rating also reflects Cirsa 's (i) leading market position in
Spain and Latin America; (ii) strong operating performance with
consistent growth in spite of challenging market conditions (albeit
partially driven by acquisitions); (iii) diversification by gaming
segment and geography; (iv) strong track record in successfully
managing a difficult operating environment, backed by an
experienced management team, and Moody's expectation that the
company will continue to mitigate the challenges arising in
emerging markets with no meaningful change in the leadership team,
and; (v) good operating cash flow generation.

The CFR is constrained by (i) Cirsa's fairly high Moody's adjusted
leverage, increasing sustainably towards the high end of the
leverage expectations for the rating i.e. 4.8x in FY2018 on a pro
forma basis for the proposed transaction and based on Moody's
forecasts, with an expectation that deleveraging will be slow over
the projection period absent additional material acquisitions; (ii)
the company's significant presence in certain emerging markets and
therefore its exposure to high operational risk; (iii) the ongoing
threat of regulatory and taxation risks inherent to the gaming
industry; and (iv) the exposure to foreign exchange fluctuations
and reliance on repatriation of cash, although the company has a
good track record of accessing cash from Latin American operations
to support debt servicing at the parent level.

LIQUIDITY PROFILE

Moody's considers that Cirsa has a good liquidity profile which is
underpinned by (i) strong free cash flow with Moody's reported Free
Cash Flow of around EUR100 million within the next 12-18 months
(excluding small bolt on acquisitions); (ii) c. EUR267 million cash
on balance sheet at fiscal year-end 2018 pro forma for the
transaction (of which EUR50 million required for operations); (iii)
access to a EUR200 million revolving credit facility (RCF) undrawn
at close which is subject to a springing covenant set with large
headroom (senior secured first lien leverage ratio not to exceed
7.5x), and; (iv) no imminent debt maturities with the next
significant debt repayments of around EUR1,569 million scheduled in
2023.

Given Cirsa's presence in certain emerging markets, Moody's
cautions that the liquidity profile is contingent on the company
being able to access cash and cash flow on an ongoing basis from
these jurisdictions. Moody's however acknowledges that the company
has a long track record of being able to upstream cash
successfully.

STRUCTURAL CONSIDERATIONS

The existing Euro equivalent c. 1,560 million Senior Secured Notes
due in 2023 and the proposed EUR390 million Senior Secured Notes
due in 2025 benefit from a security package including share
pledges, security over certain bank accounts, and assignment of
intercompany loans. They also benefit from a guarantee package from
subsidiaries that will comprise 54.5% of the company's pro forma
adjusted EBITDA as of year ended December 31, 2018.

The B2 ratings on the Notes reflect their position as secured
obligations within the capital structure, pari passu to the Super
Senior EUR200 million RCF (unrated), but ranking behind on
enforcement, leading to the one notch difference compared to the B1
CFR. This also takes into account existing debt at the
non-guarantor operating company level of about EUR118 million.

Cirsa' PDR is aligned with the CFR, reflecting the customary
assumption of a 50% family recovery rate for capital structures
with first lien debt with weak security package i.e. no tangible
assets.

OUTLOOK

The stable outlook reflects Moody's expectation that there will be
continuity of management and no material change in strategy, that
the company will be able to achieve moderate deleveraging, that the
excess cash raised from the bond issuance will be used to fund
profitable growth, and that Cirsa will mitigate unfavorable
currency movements, and continue to generate strong free cash flow
of around EUR100 million within the next 12-18 months (excluding
small bolt on acquisitions). Moody's also assumes that there will
be no further materially adverse regulations and/or taxation
changes, that there will be no deterioration in liquidity and that
licenses will be successfully renewed.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure, while unlikely in the near term in light of the
increase in leverage, could be exerted on the rating if Cirsa's
strong operating performance enables the company to improve its
credit metrics such that the (gross) debt/EBITDA ratio (as adjusted
by Moody's) reduces sustainably below 3x and EBIT/interest
increases to above 2.5x on a sustainable basis. Upward rating
pressure would also require a sustained and meaningful operating
cash flow generation and a longer track record of balancing the
interests of creditors with those of shareholders.

Downward pressure on the ratings could occur if the criteria set
for a stable outlook were not met, if Moody's adjusted (gross)
debt/EBITDA remains sustainably around 5.0x, Moody's adjusted
EBIT/interest ratio were to trend towards 1.5x, or if the company's
liquidity deteriorated. Additionally, any material debt-funded M&A
or shareholder distributions could put immediate pressure on the
ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Gaming Industry
published in December 2017.

COMPANY PROFILE

Founded in 1978 by Mr. Manuel Lao Hernandez and headquartered in
Terrassa, Spain, Cirsa is an international gaming operator with 148
casinos, 187 arcades, 70 bingo halls, over 70,000 slot machines and
more than 3,000 betting locations (excluding Argentina). The
company is present in 9 countries where it has market leading
positions: Spain and Italy in Europe; Panama, Colombia, Mexico,
Peru, Costa Rica and Dominican Republic in Latin America; and
Morocco.

Funds managed by Blackstone acquired Cirsa in 2018, and the 2018
pro forma net revenue and EBITDA for the Blackstone's acquisition
were EUR1.4 billion and around EUR370 million respectively in 2018.

CIRSA ENTERPRISES: S&P Rates New EUR390MM Secured Notes 'B+'
------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on Cirsa
Enterprises S.L.U. (Cirsa) and its 'B+' issue rating on the
company's existing senior secured notes due 2023. At the same time,
S&P is assigning its 'B+' issue rating to the proposed EUR390
million senior secured notes due 2025.

S&P said, "The affirmation reflects our view that even though we
expect Cirsa's reported net leverage to increase to 4.9x after the
transaction, we believe that this elevated leverage is temporary
and that the company will deleverage during 2019-2020. In our base
case, we assume that a transaction of this kind--notes issuance and
acquisition--will not be recurrent, that the company is not going
to pursue a dividend recapitalization, and that if there was an
additional acquisition, the financial sponsor owner Blackstone
would inject equity to maintain leverage in line with the
communicated target of reported net leverage below 4.1x.
Nevertheless, we note that the proposed transaction exhausts the
rating headroom and any further leveraging could put pressure on
the rating.

"Our assessment of Cirsa's business profile remains supported by
its leading positions in most of its operating countries, its
sizable revenue and EBITDA, and the high barriers to entry that
protect Cirsa from competition. The company to be acquired, Giga
Game, operates 4,100 bars with 6,200 slot machines, 51 arcades,
nine bingo halls, and one casino, mostly in Catalonia and Levante,
and in 2018, generated EUR124 million in revenue. In our view, this
acquisition further strengthens Cirsa's No. 1 market position in
Spain, and it will increase its revenue and EBITDA base to EUR430
million-EUR450 million from EUR380 million-EUR400 million of
stand-alone EBITDA expected for 2019, with about EUR5 million of
S&P Global Ratings-estimated synergies."

S&P acknowledges that the casino business operates through
long-term licenses generally lasting 10-20 years. The slots
division generally operates with five-year exclusivity agreements,
many of which have been renewed consistently over the past 20
years. The slots and business-to-business divisions require
significant financial resources, operating expertise, and a
qualified workforce.

Cirsa derives around 45% of its EBITDA from Latin America, mainly
Panama (19% of total EBITDA), Colombia (13%), and Mexico (9%),
while Spain represents around 47%. S&P acknowledges that within
Latin America, Cirsa has diversified its operations across
different countries, therefore reducing the regulatory and
political risk related to one single market. After the proposed
acquisition, S&P expects Cirsa's EBITDA from Spain to increase
beyond 50%, and the geographical mix thereafter to be unchanged.

S&P said, "Our assessment of Cirsa's business risk profile is
constrained by its concentration on the casino and slots divisions
and its limited diversification in online gaming. The online sports
betting market in Spain--the only country where Cirsa operates
online--is very competitive and fragmented, with around 60
companies operating there. Cirsa is No. 4 in the Spanish online
gaming market by revenue. However, the company's presence is
limited compared with other rated European peers, and we do not
expect meaningful growth from this business division over the next
two-to-three years.

"We also note the company's lack of hedging against the risk of
currency fluctuations stemming from its significant exposure to
Latin America. The $550 million notes partially reduce this foreign
exchange exposure, mainly in Panama, which represents almost half
of Cirsa's Latin American EBITDA. However, we believe that
management will continue to rely on the natural hedge of its
balance sheet, and we see foreign exchange as a risk to the
stability of profitability and cash flow generation.

"Our financial risk assessment is constrained by Cirsa's relatively
high debt leverage and its financial sponsor ownership. The
proposed transaction will weaken Cirsa's credit metrics as a result
of the acquisition-related debt, leaving very limited headroom
under the current ratings. We forecast that the company's solid
operating performance, in the absence of additional large
debt-financed acquisitions and dividend distributions, and assuming
good performance, should enable it to reduce its leverage and
improve its cash flow ratios in the next couple of years."

While adjusted debt to EBITDA is below 5.0x, Cirsa's financial risk
profile is capped by its financial sponsor ownership, which
suggests the potential for a more aggressive financial policy. That
said, S&P continues to apply a one-notch uplift from the anchor to
derive the rating because Cirsa's credit metrics are slightly
stronger than those of similar issuers with highly leveraged
financial risk profiles; it has a proven track record of
substantial FOCF generation; and it has communicated a reported net
leverage target of below 4.1x on a sustainable basis.

S&P said, "The stable outlook reflects our expectation that Cirsa
will increase revenue by around 14%, mainly due to the integration
of Giga Game, and will increase its reported EBITDA margin to
around 26% from 25% over the next 12 months. On a like-for-like
basis, we expect revenue to rise by about 5%, underpinned by
selective acquisitions across different business divisions and
countries, the discontinuance of underperforming gaming halls, and
improved macroeconomic conditions in its most important markets. In
our base case, we anticipate that Cirsa's adjusted debt to EBITDA
will be 4.8x-4.9x and FOCF to debt between 7% and 8% in 2019, with
adequate liquidity.

"The stable outlook also reflects our expectation that Cirsa will
deleverage during 2019-2020 and that it will not breach its
financial policy of keeping reported net leverage below 4.1x.

"We would lower our rating on Cirsa if the company sustains
reported net leverage above its communicated financial policy of
below 4.1x. This could occur if Cirsa fails to pay down debt or if
it makes additional debt-financed acquisitions or dividend
recapitalizations. It could also occur if Cirsa's operating
performance deteriorated materially due to adverse regulatory or
economic changes in its main markets. Furthermore, we could
consider a downgrade if we perceive a material weakening in Cirsa's
liquidity.

"We see rating upside as unlikely over the next 12 months, given
Cirsa's high leverage and financial sponsor ownership. However, we
could consider an upgrade if Cirsa committed to a financial policy
supportive of adjusted leverage below 4.0x and FOCF to debt above
10% on a sustainable basis. This would need to be accompanied by a
clear commitment from the owner to maintain this financial policy,
alongside strong operating performance, the implementation of
foreign exchange hedging, and adequate liquidity."



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

BOLTON WANDERERS: To Enter Into Administration Over Unpaid Tax
--------------------------------------------------------------
Business Sale reports that relegated professional football club
Bolton Wanderers FC is set to go into administration following an
appearance in High Court over an unpaid GBP1.2 million tax bill.

According to Business Sale, the court case has been adjourned until
May 22, 2019, to give the club sufficient time to appoint
administrators.

News of the administration comes after a takeover bid from Laurence
Bassini, the former Watford FC owner, failed to materialise,
Business Sale relates.  The English Football League had given
Bassini 48 hours to prove he had the funds to support the takeover,
but revealed on Monday, May 6, that the deal was on the verge of
collapsing, Business Sale discloses.

As a result of the administration, Bolton Wanderers will be subject
to a 12-point penalty in the following season, and have been
relegated from the Championship to play in the third tier League
One for the 2019-20 season, Business Sale notes.


CO-OPERATIVE BANK: FRC Imposes Fine on KPMG Over 2009 Audit
-----------------------------------------------------------
BBC News reports that KPMG has been fined GBP5 million and
"severely reprimanded" after admitting misconduct in its 2009 audit
of Co-operative Bank.

The Financial Reporting Council (FRC) said KPMG's bad auditing came
in the wake of Co-operative Bank's merger with building society
Britannia, BBC notes.

According to BBC, it said the firm's deficiencies included
"failures to exercise sufficient professional skepticism".

The FRC said the accountancy giant had also failed to tell Co-op
Bank that a number of loans it acquired through the Britannia
merger were riskier than thought and failed "to obtain sufficient
appropriate audit evidence", BBC relates.

KPMG, BBC says, will pay GBP4 million after agreeing to a
settlement.  Audit partner Andrew Walker was also fined, and will
pay GBP100,000, BBC discloses.  The accountancy firm will also pay
the regulator's costs of GBP500,000, BBC states.

The FRC's fines relate to the aftermath of Co-op Bank's merger with
Britannia, BBC notes.  In 2013, the bank entered a bid for 632
branches being sold by Lloyds Bank, according to BBC.

The deal collapsed after the discovery of a GBP1.5 billion black
hole in the Co-op Bank's balance sheet, BBC recounts.

The Co-op Bank was subsequently taken over by a group of US hedge
funds in a rescue deal in 2013, BBC relays.

In 2017, the bank required another, GBP700 million rescue package
from investors to stop it from collapsing, BBC discloses.

The bank -- which no longer has any association with its former
parent the Co-op Group -- now has about 68 branches, down from 164
in 2015, BBC states.

                About Co-operative Bank

The Co-operative Bank plc is a retail and commercial bank in the
United Kingdom, with its headquarters in Balloon Street,
Manchester.

In 2013-2014, the Bank was the subject of a rescue plan to address
a capital shortfall of about GBP1.9 billion.  The Bank mostly
raised equity to cover the shortfall from hedge funds.

In February 2017, the Bank's board announced that they were
commencing a sale process for the Bank and were "inviting offers."

The Troubled Company Reporter-Europe reported on Sept. 12, 2017,
that Moody's Investors Service upgraded the standalone baseline
credit assessment (BCA) of the Co-operative Bank Plc (the Co-op
Bank) to caa2 from ca in light of its improved credit profile and
capital position given the implementation of the bank's capital
increase.

Moody's upgraded the bank's long-term senior unsecured debt rating
to Caa2 from Ca, reflecting the completion of the bank's capital
raising plan without the imposition of any losses on this class of
creditors.

Moody's confirmed the long-term deposit ratings at Caa2, at the
same level as its standalone BCA, given the reduced amount of
subordination benefiting this class of liabilities due to the
cancellation of Tier 2 capital as part of the restructuring. The
short-term deposit ratings were affirmed at Not Prime.


DEBBENHAMS PLC: Administrators Reject All Takeover Bids
-------------------------------------------------------
BBC News reports that the owners of Debenhams plc have said
administrators have rejected all takeover bids for the struggling
firm.

According to BBC, Celine, a consortium made up of the retailer's
lenders, said the bids were "not at the level required to be taken
forward" and it would retain ownership.

It said it was confident that creditors would back its turnaround
plan, which includes proposals to close 50 stores, BBC relates.

Celine took control in April after key Debenhams shareholder Sports
Direct had made several unsuccessful approaches, BBC recounts.

Celine's Stefaan Vansteenkiste said the investor consortium was a
"committed long-term owner" which had pumped GBP200 million in
fresh funding into Debenhams "for the financial restructuring
process and to fund the company's operating turnaround", BBC
relays.

The turnaround plan involves a store closure programme under a
process known as a Company Voluntary Arrangement (CVA), which also
allows for rents to be renegotiated at stores that remain open, BBC
states.

Of the stores which stay open, 39 will stick to their current
rental rates for the duration of their leases.

For the other stores, the company is aiming to secure rental
reductions of between 25% and 50%, BBC says.

Like many other retailers Debenhams has suffered in the face of
increased online sales, BBC discloses.  In addition, it has too
many stores, many of them too small, which mean it is shouldering
substantial costs, according to BBC.

                         About Debenhams plc

Debenhams is a British multinational retailer operating under a
department store format in the United Kingdom and Ireland with
franchise stores in other countries.  It is the biggest department
store chain in the UK with 166 stores, and employs about 25,000
people.

As reported by the Troubled Company Troubled Company Reporter on
April 22, 2019, S&P Global Ratings lowered its long-term issuer
credit rating on U.K.-based department store retailer Debenhams PLC
to 'D' from 'SD' (selective default).  The downgrade follows
Debenhams's filing for administration on April 9, 2019.  The group
continues to operate, with only the publicly listed parent
(Debenhams PLC) appointing administrators.  These administrators
immediately sold the parent's entire holding of the group's
operating subsidiaries to a company controlled by its lenders in a
pre-packaged sale.




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

[*] BOOK REVIEW: THE SUCCESSFUL PRACTICE OF LAW
-----------------------------------------------
Author: John E. Tracy
Publisher: Beard Books
Soft cover: 470 pages
List Price: $34.95
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Originally published in 1947, The Successful Practice of Law still
ably serves as a point of reference for today's independent lawyer.
Its contents are based on a series of non-credit lectures given at
the University of Michigan Law School, where the author began
teaching after 26 years of law practice. His wisdom and experience
are manifest on every page, and will undoubtedly provide guidance
for today's hard-pressed attorney.

The Successful Practice of Law provides timeless fundamental
guidelines for a successful practice. It is intended neither as a
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a down-to-earth guide designed to help lawyers solve everyday
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Mr. Tracy talks at length about developing a client base. He
contends that a firemen's ball can prove just as useful as an
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In his chapter on keeping clients, Mr. Tracy gives valuable lessons
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Mr. Tracy advises studying as the best use of downtime. He quotes
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battle fields." Mr. Tracy advises against playing golf with one's
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Other topics discussed by Mr. Tracy, with the same practical, sound
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an abstract of title, keeping an office running smoothly, preparing
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he offers is the following: You cannot afford to overlook the fact
that you are in the practice of law for your lifetime; you owe a
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practiced law for more than a quarter century in Michigan, New York
City, and Chicago before joining the Law School faculty in 1930. He
retired in 1950. He was born in 1880. He died in December 1969.



                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

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

Copyright 2019.  All rights reserved.  ISSN 1529-2754.

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

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

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


                * * * End of Transmission * * *