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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, May 21, 2019, Vol. 20, No. 101

                           Headlines



F R A N C E

FINANCIERE TOP: Fitch Assigns 'B' IDR, Outlook Stable


G E R M A N Y

EUROPEAN OPTICAL: Fitch Publishes 'B-' LT IDR, Outlook Stable


G R E E C E

INTRALOT SA: Fitch Cuts LT IDR to CCC+, Off Watch Negative


I R E L A N D

ARBOUR CLO VI: Fitch Rates EUR9.4MM Class F Notes 'B-sf'


L U X E M B O U R G

EP BCO: Fitch Assigns 'BB-(EXP)' Long-Term IDR, Outlook Stable


N E T H E R L A N D S

ACCUNIA EUROPEAN I: Fitch Rates EUR11.1MM Class F Notes 'B-sf'


N O R W A Y

NOSKE SKOG: To Return to Debt Markets Following Bankruptcy


R U S S I A

ANTIPINSKY: Files for Bankruptcy After Court Freezes Assets


U N I T E D   K I N G D O M

ARCADIA GROUP: Documents Show Poor Financial State Ahead of CVA
DEBENHAMS PLC: Ashley Seeks Support for Legal Challenge Over CVA
OUTDOOR & CYCLE: Ipswich Cotswold Store Set to Close Under CVA
SYNLAB BONDCO: Fitch Rates EUR150MM Incremental Term Loan 'B+'
THOMAS COOK: Reassures Customers Following Share Price Drop

TWIN BRIDGES 2019-1: Fitch Rates GBP5.6MM Class X1 Notes 'BB+'

                           - - - - -


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F R A N C E
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FINANCIERE TOP: Fitch Assigns 'B' IDR, Outlook Stable
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Fitch Ratings has assigned Financiere Top Mendel SAS a final Issuer
Default Rating of 'B' with a Stable Outlook. The company is the top
entity in a restricted group that indirectly owns Ceva Sante
Animale S.A., the French-based manufacturer of animal health
products.

Fitch has also assigned a final instrument rating of 'B+'/'RR3'/61%
to a EUR2 billion seven-year senior secured term loan B issued by
Financiere Mendel SAS, which directly owns Ceva and is a
wholly-owned subsidiary of Financiere Top Mendel SAS. Fitch has
also assigned a final instrument rating of 'B+'/'RR3'/61% to a
EUR100 million revolving credit facility and capex/acquisition
facility of EUR50 million, which could be utilised by Ceva Sante
Animale or other operating entities in the restricted group.

The assignment of the final ratings follows a review of the loan
documentation being materially in line with the draft terms.

The 'B' IDR reflects Ceva's robust business profile, with a
diversified portfolio of pharmaceutical and biological animal
therapeutic solutions supported by product innovations and global
market presence, albeit constrained by an excessively leveraged
profile. The Stable Outlook is supported by its expectations of
steadily growing sales, operating profits and cash flows, which
will permit gradual deleveraging and align Ceva's financial risk
with the 'B' IDR by 2021-2022.

KEY RATING DRIVERS

Robust Business Model: Fitch views Ceva's business model as robust,
given its well-diversified product portfolio across species,
balanced geographic footprint with good representation in developed
and emerging markets and entrenched market positions in
well-defined niche product areas. This is reflected by Ceva's
ability to deliver consistently growing sales, as well operating
profits and margins. In the global sector context, Ceva ranks among
niche scale pharmaceutical players benefiting from strong EBITDA
and funds from operations margins.

Stable and Profitable Operations: Ceva's focus on niche product
areas benefiting from organic growth combined with product
innovation and acquisitions have translated into scale and
value-driven earnings expansion, with EBITDA margins having
improved from around 17% in 2015 toward 24% in 2018. At the same
time, the company's FFO margins have remained sustainably above
10%, a level Fitch would attribute to higher-rated sector peers.

Management's continued emphasis on product innovation and
geographic expansion overlaid with the existent product portfolio
provides a sturdy operational platform bearing moderate downside
risks. Over the next four years, Fitch projects Ceva will gain
approximately 100bp in EBITDA margin to reach 24.5% in the FYE
December 2022 with FFO margins forecast to average at around 13%.

Persistently Aggressive Leverage: The IDR is constrained by high
initial FFO adjusted gross leverage of around 9.0x estimated in
2019. Fitch regards the financial risk as aggressive, more aligned
with a low 'B' credit profile, despite the anticipated deleveraging
toward 7.0x by the end of 2022 on the back of Ceva's profit and
margin expansion.

Expandable Indebtedness Headroom: The executed financing
documentation has been marginally tightened from the original
version; however, it still offers considerable flexibility under
the committed and additional indebtedness headroom. The use of this
feature could slow down the de-leveraging path, upon which the
current rating is based, or depending on the nature of corporate
actions requiring debt drawdown, even lead to some re-leveraging.

Ceva's strategy of making small and medium-sized business
acquisitions may necessitate drawdowns under committed credit
facilities of up to EUR150 million over the rating horizon
(2019-2022). The permitted financing can be further increased by
adding incremental senior secured debt of up to 6.0x (tightened
from 6.2x) based on net senior secured leverage, or in case of
subordinated debt of up to 5.5x (tightened from 5.7x) on senior
secured and 6.5x (tightened form 6.7x) on a total net leverage
basis.

High Cost of Business Growth: Ceva's asset development strategy
assumes full reinvestment of cash from operations (CFO, after
changes in trade working capital) in expansion, upgrade and
productivity improvement of the production asset base, compliance
related and R&D projects. As a result, Fitch estimates that
cumulative forecast CFO will nearly double compared with the past
four years. This massive value expansion programme will require a
capital commitment in excess of EUR500 million consuming all
internally generated cash flow and consequently leading to
break-even or marginally negative free cash flow (FCF) until
December 2022 (excluding the impact of the dividend payout at
re-capitalisation in 2019).

No Value Leakage, Earnings Reinvested: Unlike a conventional
sponsor-backed LBO with the risk of opportunistic shareholder
distributions, Fitch views management's strategy of fully
reinvesting value into organic business development in a market
offering considerable growth opportunities, as credit positive,
despite the seemingly low resulting projected FCF generation. Fitch
also regards management's commitment to abstain from shareholder
distributions over the rating horizon as credit positive. It
assumes additional funds of up to EUR200 million could be made
available to Ceva by the management-led shareholder consortium to
support M&A activities in 2019-2020. Fitch estimates the
incremental earnings contribution from the equity-funded
acquisitions would soften the aggressive starting FFO adjusted
gross leverage by approximately 0.3x in 2019 and support a
reasonable pace of de-leveraging by around 2.0x by 2022.

Latent M&A Risk: The animal health market offers considerable scope
for consolidation with accelerated formation of global sector
champions and disposal of animal health assets by large
pharmaceutical players following strategic review of their product
portfolios. Ceva has actively participated in the market
consolidation, a strategy which will continue in the long term. Its
rating case and the 'B' IDR and Stable Outlook support add-on
acquisitions of EUR70 million a year, which can be accommodated
within Ceva's internal cash flows in 2021-2022, following the
EUR200 million equity-funded acquisitions assumed to take place in
2019-2020. Larger acquisitions, approaching EUR100 million or above
in a single financial year, would represent event risk and be
considered outside the rating case, subject to the transaction
economics, and could lead to a perceptible shift in credit risk.

Supportive Market Fundamentals: Ceva is well positioned to continue
benefiting from supportive market trends driving long-term product
demand and market propensity to accelerated consolidation. The
animal health market offers numerous growth avenues backed by the
rising consumption of animal-based proteins linked to the growing
global population, increasing income levels in the emerging
markets, growing awareness toward animal health and wellbeing in
developed countries shifting the focus from cure to prevention and
advanced farming methods requiring innovative animal therapies, as
well as progressive pets humanisation.

At the same time, the market has parallels with human
pharmaceuticals, with high barriers to entry given complex national
regulatory frameworks and oversight, significant upfront and
on-going cost of innovation, complex manufacturing processes and
the importance of brand and client proximity, all of which
facilitate oligopolistic market structures, accelerating
consolidation and limiting emergence of new entrants.

DERIVATION SUMMARY

Fitch rates Ceva according to its global Ratings Navigator for
Pharmaceutical companies. Under this framework, Ceva's operations
benefit from a diversified product range, strong product innovation
and broad geographic presence across developed and emerging
markets. However, in the global context Ceva's operations are
constrained by its niche business scale, which combined with
product diversity and innovation would position the company's
unlevered profile on the cusp of the 'B'/'BB' rating categories.
The rating is heavily burdened by Ceva's aggressive leverage
profile, reaching into 'B-'/'CCC', despite the deleveraging
potential, resulting in the 'B' IDR.

In the peer comparison within the 'B' rating category, which is
typically populated by small-scale generic businesses with
concentrated product portfolios and levered balance sheets, Ceva's
business model shows more similarity with Stada (B/Stable),
although Ceva's comparative lack of scale is balanced by greater
geographic reach and R&D capabilities. Both companies are
aggressively leveraged at around 9.0x based on FFO adjusted
leverage, with some deleveraging potential. Ratings of other peers
such as IWH UK Finco Limited (B/Stable) are constrained by size
with sales below EUR500 million and large dependence on few drugs,
despite more benign leverage levels at 5.0x-6.0x.

KEY ASSUMPTIONS

Its assumptions applied in the Fitch case are as follows:

  - high-single digit top line growth, supported by organic growth
and small to mid-sized acquisitions;

  - EBITDA margins improving towards 25% supported by new volumes
and product mix;

  - trade working capital outflows averaging at EUR25 million per
year;

  - capex intensity at 10-12% of sales;

  - EUR200 million of acquisitions funded by a cash contribution
from PIK Mendel during 2019-2020 and EUR70 million per year
thereafter, funded by internal cash generation;

  - no cash return to shareholders over the next four years;

  - minority dividend distribution of EUR1 million per year.

KEY RECOVERY ASSUMPTIONS:

  - the recovery analysis assumes that Ceva would be restructured
as a going concern rather than liquidated in a hypothetical event
of default;

  - Ceva's post-reorganisation, going-concern EBITDA reflects
Fitch's view of a sustainable EBITDA that is 20% below the 2019
Fitch forecast EBITDA of EUR276 million. In such a scenario, the
stress on EBITDA would most likely result from a serious product
contamination, legal or compliance issues;

  - a distressed EV/EBITDA multiple of 6.5x has been applied to
calculate a going-concern enterprise value. This multiple reflects
the group's strong organic growth potential, high underlying
profitability and protected niche market positions;

  - it assumes a 10% administrative claim deducted from the
going-concern enterprise value;

  - for the estimation of the creditor mass, Fitch has included the
term loan B of EUR2 billion, and, in accordance with Fitch's
methodology, assumed 50% of the committed capex/acquisition
facility of EUR50 million and all of the revolving credit facility
of EUR100 million as fully drawn; all facilities rank pari passu.

Its calculations against the distressed enterprise value result in
61% recovery for the senior secured facilities, corresponding to a
'RR3' on Fitch's recovery scale and one notch above the IDR at
'B+'.

RATING SENSITIVITIES

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

  - Reduction in FFO adjusted gross leverage towards 6.0x on a
sustainable basis;

  - Solid operating performance with turnover growing at high
single digit rates in excess of EUR1.5 billion leading to EBITDA
margin expansion above 25%;

  - Sustainably positive FCF margins.

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

  - Evidence of weak operating performance, operational breakdowns
(product issues/non-compliance) or M&A missteps leading to EBITDA
margins declining towards 20%;

  - Opportunistic shareholder distributions constraining Ceva's
ability to grow organically at mid-single digit rates;

  - Failure to bring FFO adjusted gross leverage to 8.0x by the end
of 2020 with no clear deleveraging path thereafter;

  - FFO fixed charge cover weakening toward 2.0x.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch regards Ceva's liquidity position over
the rating horizon as comfortable. At closing of the
recapitalisation Ceva will benefit from cash overfunding of EUR300
million, in addition to the EUR200 million of funds that it assumes
will be provided by the equity holders to finance near-term
acquisitions. At the end of 2019, Fitch projects a year-end cash
balance of EUR300 million, which will be sufficient to accommodate
further acquisitions of over EUR200 million during 2020-2022 while
leaving on average around EUR150 million as residual cash balance
at year-end. Based on its cash computation, from 2019 onward, Fitch
carves out EUR30 million deemed as restricted cash to accommodate
intra-year trade working capital fluctuations.

In addition, Ceva has ample external liquidity headroom during the
projected period, given its access to committed undrawn revolving
credit facility of EUR100 million without a clean-down provision
and capex/acquisition facility of EUR50 million with a four-year
availability period and bullet repayment.

SUMMARY OF FINANCIAL ADJUSTMENTS

  - Operating leases are capitalised using a multiple of 8.0x as
the company is based in France;

  - Restricted cash of EUR25 million is deducted from reported cash
at December 2018, which it estimates would be required to fund
intra-year trade working capital movements;

  - Shareholder loan of EUR456 million at December 2018 is treated
as equity;

  - minority dividend of EUR1 miilion is deducted from FFO.




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G E R M A N Y
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EUROPEAN OPTICAL: Fitch Publishes 'B-' LT IDR, Outlook Stable
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Fitch Ratings has published Germany-based ophthalmic lenses
manufacturer European Optical Manufacturing S.a.r.l.'s Long-Term
Issuer Default Rating at 'B-' with a Stable Outlook.

Fitch has also assigned an expected rating of 'B(EXP)'/'RR3' to the
seven-year EUR425 million senior secured term loan and the
six-and-a-half year EUR20 million revolving credit facility, which
will be issued as part of Rodenstock's proposed refinancing.

The assignment of the final instrument rating is subject to receipt
of execution financing documentation being substantially in line
with the draft terms as presented to Fitch.

The 'B-' IDR reflects Rodenstock's sustainable business model,
which is due to an adequate approach to the market and distribution
channels with the lenses division, allowing the co mpany to
maintain a prominent position in Germany and reach profitability
levels in line with main competitors. However, Rodenstock continues
to have high geographic concentration and significant ly lower
scale than its competitors, as well as high leverage and weak cash
flow generation .

The new instruments will be issued by Rodenstock GmbH and
Rodenstock Holding GmbH, the restricted group subsidiaries of
Rodenstock, and replace the currently outstanding senior secured
term loan of EUR395 million due in June 2021, as well as the RCF of
EUR15 million due December 2020.

KEY RATING DRIVERS

Refinancing Risk Being Addressed: The proposed refinancing
addresses the growing refinancing risk with approaching mid-term
contractual maturities under the existing senior secured debt
facilities due in June 2021. Under the new capital structure ,
Rodenstock will benefit from increased maturity headroom with an
upsized seven -year term loan B of EUR425 million along with an
increased six-and-a-half year RCF of EUR20 million.

Fitch also notes flexibly structured documentation with no
maintenance covenants, and the ability to raise permitted
additional debt subject to certain leverage thresholds. While this
provides Rodenstock with more flexibility, it weakens the
creditor's position.

High Leverage, Slow Deleveraging: As Rodenstock intends to mildly
increase its debt under the current refinancing proposal, Fitch
projects a high starting leverage in FY19 of 7.6x on a funds from
operations adjusted basis, up from 7.0x in FY18. This leverage will
be initially outside its sensitivity guidance. However, based on
its expectation of sustainably improved earnings, Fitch anticipates
some deleveraging to 6.5x by FY22, which would firmly anchor
Rodenstock's financing risk profile at 'B-'.

Sustainable Business Model: Fitch views Rodenstock as benefiting
from a niche but focused business model, with well-defined
positions across different distribution channels and compelling
product competency, especially in the technologically more advanced
progressive lenses sector, which allows the company to achieve
profitability levels in line with larger sector peers.

Furthermore, the business model is underpinned by underlying
supportive trends such as an ageing population and the growth of
people using glasses, with a higher presence of progressive lenses
rather than single and standardised vision solutions, which offsets
its high geographical concentration in Germany and smaller scale
than larger industry peers. Under the ownership of Compass Partners
since 2016, Rodenstock's operational focus on ophthalmic lenses has
been further reinforced and streamlined.

Moderating Execution Risks: With the completion of the
comprehensive business refocusing and repositioning strategy
initiated by the new owner in 2016, Fitch views execution risks as
easing and an overall reinforced business model. Consequently, it
views Rodenstock as being better positioned to continue
participating and capitalising on favourable long-term global
market trends. Fitch also notes the good progress achieved by the
company's lenses division, reflected in its recent above-market
growth as well as all the achievement of sustainable profitab ility
by the other segments. However, the performance of the smaller
Eyewear unit remains volatile.

Challenging, Competitive Environment: Its projections remain
cautious, reflecting a challenging competitive environment,
particularly given the dominance of much larger peers and the
growing power of optical chains accelerating the market
segmentation into value and premium optical products with different
dynamics and outreach strategies. This requires a continuous
reassessment and adaptation of the company's strategy to evolving
market conditions.

Improved Operating Profitability: Despite its lower scale, Fitch
regards Rodenstock's EBITDA margin of 20% as adequate in the sector
context, having improved as a result of the business restructuring
from previously 18%-19%. Fitch views this operating profitability
level as sustainable in the medium term, albeit with limited scope
for further marked improvement due to persistent market risks, and
given that Rodenstock already generates operating margins in line
with much larger peers. Furthermore, it  notes the dilutive effect
of the Eyewear division, the performance of which despite the 2017
turnaround remains volatile on both top line and profitability
levels.

Low Free Cash Flow Generation: Fitch forecasts Rodenstock's free
cash flow (FCF) will remain fragile and volatile despite the
sustainable operational improvements, constrained by higher
expected cash tax levels, ongoing recurring and non-recurring
charges reflecting operating and market risks and slightly higher
debt service costs after refinancing .

In 2019, Fitch expects FCF to be negative EUR10 million (-2% FCF
margin) due to a stronger anticipated trade working capital outflow
to support business growth, and EUR5 million higher cash taxes
passed over from 2018. According to its projections, this will
reverse by FY22 with FCF and margins improving gradually to EUR10
million per year, and a positive 2% margin. However, this remains
fairly modest, being a clear attribute of a 'B-' credit risk. Fitch
also notes a weak FCF to debt ratio of 1% to 2%, due to the high
capital intensity of Rodenstock as a manufacturing company combined
with a leveraged balance sheet.

Good Recovery Prospects for Senior Secured Lenders: Under the
proposed debt structure Fitch projects investors in the new term
loan B and the new RCF will receive above average recoveries
expressed in an instrument rating of 'B(EXP) '/'RR3'/65%. This
recovery expectation represents a similar instrument risk as the
currently outstanding senior secured debt, given the combination of
higher earnings and augmented new debt amount.

In Fitch's recovery analysis, it follows the going concern
approach. This reflects Rodenstock's business brand value, product
know-how, proprietary technology and established market position
with long-term customer relationships, all of which support higher
realisable values in a distress situation as opposed to a balance
sheet liquidation.

DERIVATION SUMMARY

Rodenstock is a mid-cap business with geographical concentration on
Germany competing with much larger peers such as Essilor-Luxottica
(NR; France; EUR16.1 billion revenues), Safilo (NR; Italy; EUR1
billion revenues), Carl Zeiss (NR; Germany; around EUR5 billion
revenues) and Hoya (NR; Japan; EUR4.1 billion revenues). However,
technologically Rodenstock is on par with other market constituents
in terms of product quality competing across the entire spectrum
from affordable to premium optical products, with a well-entrenched
market position in the higher growth more profitable progressive
lens business. This technological competence is reflected in
Rodenstock's operating profitability being broadly in line with the
sector peers.

As a medical device manufacturer Rodenstock's business has a
healthcare element as well as a certain consumer angle as glasses
have increasingly also become a fashion accessory. The operations
benefit from positive long-term demand fundamentals and the trend
toward the more technologically advanced progressive lenses. At the
same time, optical products in Rodenstock's core market Germany
still require a large out-of-pocket share of expenses to be borne
by the consumer, particularly for the more expensive multi-focal
ophthalmic lenses, which may lead consumers to delay purchasing
decisions or trade down in periods of weaker macro-economic
conditions.

This clearly differentiates the hybrid nature of Rodenstock as a
medical device and consumer credit from Lion/Seneca France 2 S.A.S.
(Afflelou, B/Stable), a predominantly healthcare credit benefiting
from a supportive French reimbursement system leading to a more
predictable operating performance, which in turn tolerates a higher
leverage for Afflelou with FFO adjusted leverage at around 6.5x
compared with Rodenstock's required leverage of below 6.0x to
achieve the same 'B' IDR. In addition, as a franchisor Afflelou
benefits lower capital intensity and robust mid- to high-single
digit FCF margins.

KEY ASSUMPTIONS

  - Sales growing on average at 2.7% with lenses at 3.5%;

  - EBITDA margins stable at around 20%;

  - Sustainable capex in the 6.3%7% band;

  - Working capital cash outflows supporting growth;

  - Annual cash pension contribution of EUR12.8million.

Recovery Assumptions:

In its recovery analysis, Fitch follows a going concern approach
instead of balance sheet liquidation. The calculations reflect
Rodenstock's brand value, proprietary technology and established
market position, albeit niche market position in the European
optical products market. The going concern enterprise value of
EUR321 million is based on an estimated post-distress EBITDA
multiplied by an estimated distressed EV/EBITDA multiple.

For the calculation of the post-distress EBITDA, it has used
Fitch-adjusted 2018A EBITDA of EUR86 million. Fitch has applied the
EBITDA discount at 25% leading to a post-distress EBITDA estimate
of EUR64 million. It regards this level of post-distress EBITDA to
be appropriate as it would be sufficient to cover the cash debt
service cost of EUR23 million, the cash pension cost of EUR12.8
million, estimate cash taxes under stressed scenario around EUR5
million and the sustainable level of capex of EUR20-25 million to
maintain the viability of Rodenstock's business model.

Fitch has applied a distressed EV/EBITDA multiple of 5.0x, which is
in line with Fitch's estimated distressed valuation multiples for
comparable healthcare and consumer credits with moderate level of
growth and cash generation.

After deduction of 10% for administrative charges from the
post-distress EV of EUR321 million senior secured debt lenders,
including new Term Loan B and new Revolving Credit Facility
financiers, would recover 65% of the notional debt value, leading
to a senior secured debt rating of 'B(EXP)'/RR3/65%.

RATING SENSITIVITIES

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

  - Sales growing sustainably by 2% or more in the coming years;

  - EBITDA margins above 20%;

  - Sustainably positive FCF in low to mid-single digits;

  - FFO adjusted leverage below 6.0x, representing more moderate
refinancing risks two years ahead of contractual debt maturity.

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

  - Tighter liquidity buffer reflected in mostly negative FCF
profile and/or financial covenant breaches;

  - Absence of refinancing by June 2020;

  - Deteriorating competitive position leading to sustained erosion
in revenues, EBITDA and/or margins below EUR80 million and/or 19%
respectively;

  - FFO adjusted leverage sustainably above 7.0x;

  - FFO fixed charge cover below 2.0x.

LIQUIDITY AND DEBT STRUCTURE

Modest but Improving Liquidity: Fitch projects initially modest FCF
generation growing steadily towards EUR10 million by FY22 (based on
pre-IFRS 16 EBITDA forecasts).

This internal liquidity generation is supported by the long-term
maturities of the new senior secured facilities with no contractual
repayments for the next 6.5 years for the RCF and seven years for
the TLB. With the absence of a clean-down provision and with a
bullet repayment profile, Rodenstock would be materially less
constrained by the requirements of the financing documentation,
which would allow the company to focus its efforts on operations.
Fitch also regards the committed RCF of EUR20 million to be
sufficient to cover possible intra-year group funding requirements,
creating an additional external liquidity buffer to internally
generated liquidity.

Its projections show steadily increasing year-end cash balances
growing from EUR13 million in FY19 to EUR35 million by December
2022. These projected levels exclude restricted cash of EUR17
million that consists of EUR14 million estimated as minimum cash
required for operations (mainly to fund intra-year trade working
capital requirements)and EUR3 million of cash blocked for leases,
guarantees, as well as litigation for collateral and disposal in
connection with the recent restructuring.




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INTRALOT SA: Fitch Cuts LT IDR to CCC+, Off Watch Negative
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Fitch Ratings has downgraded Greek gaming group Intralot S.A.'s
Long-Term Issuer Default Rating to 'CCC+' from 'B-', and removed it
from Rating Watch Negative where it was placed on March 7,  2019.
Fitch has also downgraded the senior unsecured rating on the bonds
issued by Intralot Capital Luxembourg S.A., guaranteed by
Intralot's key subsidiaries, to 'CCC+'/'RR4'/36% from
'B-'/'RR4'/33%. The senior unsecured rating remains on RWN.

The downgrade reflects heightened liquidity and refinancing risks,
with continuing negative free cash flow, albeit partly driven by
capex associated with new contracts, and leverage remaining at a
level no longer compatible with a 'B-' rating. The maintenance of
the senior unsecured rating on RWN reflects Fitch's expectation
that new debt to continue investing in operations and new contracts
would be raised on a secured basis, likely compressing expected
recoveries for unsecured creditors.

KEY RATING DRIVERS

Heightened Liquidity Risk: Following the breach of its financial
covenants under the revolving credit facilities at end-2018
(leverage ratio at 5.28x vs covenant level 3.75x, interest coverage
ratio at 2.97x vs. covenant level 3.50x), Intralot currently does
not have access to liquidity lines. Fitch believes Intralot may
need these lines to continue operating, if the group displays
negative FCF generation over the next four years as it currently
forecasts. Fitch believes that Intralot would have to provide
security to reach an agreement with lenders, either in the form of
a pledge on subsidiary's assets or on financial assets. Interest
payments of about EUR50 million per year are high for the current
EBITDA, which has been partly depressed by weak emerging market
currencies, leading to weak FFO fixed charge cover ratio forecast
to reach 1.6x this year, below FY18's 1.8x.

High Refinancing Risk and Leverage: Fitch believes that Intralot's
funds from operations adjusted net leverage will likely remain
between 8.0x-8.5x by 2021, a level consistent with a 'CCC' rating
category. The gradual ramp-up of US operations will not fully
offset the recent loss of an important contract in Turkey and the
disposal of the partnership in Azerbaijan. In its view, if Intralot
is unable to significantly improve its operating profile and reduce
gross debt and leverage over the next two years it will find it
difficult to refinance its EUR250 million unsecured bond due in
September 2021 on an unsecured basis. Moreover, the terms of this
bond prevent its refinancing for the full amount on a secured
basis.

Execution Risk Rising: The significant number of changes that have
or are likely to occur within the company increase execution risks.
Intralot reshuffled its management team at the beginning of 2019
following the loss of the Inteltek contract. The company aims to
implement a cost-cutting plan and improve operational efficiency.
Uncertainties remain around this turnaround plan. Adding to these
challenges, the loss of Inteltek contract will have to be offset by
new contracts which could lead to aggressive bidding driven by
competition. This may require additional capex, which would need to
be funded against the backdrop of tightening liquidity for the
group.

Asset Disposals Uncertain: In the near term, Fitch believes that
liquidity will not be materially supported by assets disposals.
Although the company has disposed some of its non-core assets, the
net cash inflows are either constrained by minority shareholders as
for Azerinteltek (company was 100% consolidated while economic
ownership was 23%) or the implementation of contingent
consideration in the sale agreement as for Totolotek (up to around
EUR10 million full selling price includ ing contingent
consideration). Intralot owns 20% of Italy-based Gamenet (valued
around EUR50 million as of 13 May 2019), but management has stated
that is not ready to sell its stake at the current market price.

Contract Portfolio Satisfactory, Lacking Scale: Intralot has
established itself in the international gaming sector as a
reputable provider of products, including systems to manage
lotteries through software platforms and hardware terminals, and in
betting, a large algorithm-based sportsbook. This has enabled
Intralot to win important contracts for the supply of technology
and the management of lotteries in the US and Greece and for sports
betting in Germany. However, it lacks scale relative to larger
competitors such as IGT or Scientific Games.

Difficult Contract Renewals, Negative FX: Contract renewal can
prove more challenging than expected, as highlighted by the recent
loss of the Inteltek contract in Turkey ending in August 2019
(representing a material 15% of group's FY18 consolidated EBITDA).
Intralot's sizeable exposure to emerging markets such as Turkey and
Argentina (Fitch estimates both countries represented around 36% of
FY18 consolidated EBITDA) also means that foreign-currency debt
service capability has been largely impaired due to weak
euro-translated revenues and profits from this exposure. The
combination of high FX translation risks and asset disposals is
expected to result in euro revenues and EBITDA at end 2019 to be
17% and 32% lower than at end-2016, respectively. However, Fitch
estimates total debt will have increased by 17% in the same
period.

Growth Prospects Remaining: The gradual liberalisation of gaming
markets, governments' keenness on finding ways to raise tax
proceeds and the increasing supply of new games should all provide
increasing opportunities for Intralot. The company should be able
to leverage on its track record and technical reputation and
benefit from the limited number of reputable suppliers in the
industry, allowing it to expand into new countries. Intralot could
also benefit from opportunities in the US in the wave of recent
changes in legislation in many states, although possible arbitrary
changes in legislation remain a typical risk in this sector, while
competition is intense.

Deteriorating Unsecured Recovery Prospects: Fitch believes it is
highly likely that Intralot will raise secured debt before reaching
a hypothetical default situation. Fitch thinks this scenario is
plausible as Intralot is in discussions with its lenders regarding
funding needed to support its operations, while its currently
undrawn EUR80 million RCF is not available due to covenant
breaches. According to Fitch's estimates, incurring EUR50 million
secured indebtedness, if not allocated to a corresponding decrease
in unsecured debt, could cause the recovery rate on unsecured debt
to be downgraded to 'RR5', therefore its 'CCC+'/'RR4' rating is on
RWN.

DERIVATION SUMMARY

Intralot has smaller revenue and EBITDA than GVC Holdings Plc
(BB+/Stable), William Hill Plc, International Game Technology and
Scientific Games Corporation. Intralot's leverage is significantly
higher than that of GVC Holdings Plc, and liquidity is tighter than
peers. Intralot displays a similar size to Net Holding A.S.
(B/Stable), and stronger business profile characteristics , with
more visibility of revenues and EBITDA from recurring long-term
contracts, a higher geographic diversification, and specialist
supplier technology expertise, but much higher leverage consistent
with the 'CCC' rating category.

KEY ASSUMPTIONS

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

  - Revenue declining in the next two years due to the end of
Inteltek contract in August 2019, the disposal of Totolotek (April
2019), partly offset by increasing revenue within the US;

  - EBITDA margin improving as a consequence of the disposal of
unprofitable Polish operations, while US operations gradually
ramps-up;

  - Minority profits fully paid out as dividends, in the range of
EUR20 million -EUR22 million over the rating horizon;

  - Capex stabilizing at EUR55 million over the rating horizon;

  - No common dividends.

Key Recovery Assumptions

In its bespoke going-concern recovery analysis, Fitch considered
Intralot's FY18 EBITDA of EUR116 million, deducting attributable
EBITDA to minority interests and Inteltek. This was further
discounted by 15% to arrive at an estimated post-restructuring
EBITDA available to creditors of around EUR58 million. Fitch
applied a distressed enterprise value / EBITDA multiple of 5x to
Intralot's wholly-owned operations.

It also estimates approximately EUR50 million of additional value
stemming from associates.

In terms of distribution of value, as per Fitch's assumed capital
structure in a default situation, all unsecured debt would recover
36%. Fitch believes that lenders would ask for security over
certain assets should the group raise new debt. This would have an
impact on the expected recovery rates for unsecured creditors in
the event of a default, leading to a potential downgrade of the
Recovery Rating to 'RR5' from 'RR4', depending on the amount of new
secured debt. This is reflected in the RWN on the 'CCC+' senior
unsecured rating.

RATING SENSITIVITIES

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

  - Steady improvement in operating liquidity driven by neutral to
positive FCF, sizeable asset disposals with cash proceeds available
for debt service at Intralot SA and/or procured external liquidity
lines.

  - Sustained improvement in operating performance, for example
through winning new contracts or improving performance of existing
ones, combined with efficient cost -cutting measures, leading to
growing EBITDA and FFO, alleviating risks around near-to medium
term refinancing needs.

  - FFO-based net adjusted leverage sustainably below 7x (FFO gross
lease adjusted leverage sustainably below 7.5x).

  - FFO fixed charge cover sustainably above 1.8x.

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

  - Lack of sufficient operational liquidity cushion and inability
to monetise assets.

  - Continued operating underperformance and/or loss of existing
contracts leading to further shrinking of operations in particular
EBITDA, continuing negative FCF and FFO gross lease-adjusted
leverage sustainably trending above 8.5x leading to increased
refinancing risks.

  - FFO fixed charge cover below 1.5x.

LIQUIDITY AND DEBT STRUCTURE

Tightening Liquidity: As of December 31, 2018, Intralot was
displaying EUR162 million of cash on its balance sheet. Fitch views
the EUR77.8 million cash located within partnerships, as well as
the EUR30 million required for working capital purposes, as
restricted. Additionally, Fitch restricts the portion of the cash
located within the Maltese subsidiary that does not belong to
Intralot (27% of EUR13 million, i.e. EUR3.5 million).

Consequently, it calculates readily available cash amounted to
EUR51.1 million. Intralot's inability to draw on its RCF due to
covenant breaches further compounds the group's minimal liquidity
headroom to support its operations and bid for new contracts.

Intralot does not face any significant debt maturities until
September 2021, when the first bond (with a face value of EUR250
million) matures, while the second bond (with a face value of
EUR500 million, and EUR495 million remaining due) matures in 2024.
However, refinancing of the 2021 bond may be challenging, if
leverage stays high, even on a secured basis as the bond
documentation currently prevents a secured refinancing for the full
amount.




=============
I R E L A N D
=============

ARBOUR CLO VI: Fitch Rates EUR9.4MM Class F Notes 'B-sf'
--------------------------------------------------------
Fitch Ratings has assigned Arbour CLO VI DAC final ratings, as
follows:

EUR220 million Class A-1: 'AAAsf'; Outlook Stable

EUR20 million Class A-2: 'AAAsf'; Outlook Stable

EUR46.8 million Class B: 'AAsf'; Outlook Stable

EUR7.2 million Class C-1: 'A+sf'; Outlook Stable

EUR15 million Class C-2: 'A+sf'; Outlook Stable

EUR28 million Class D: 'BBB-sf'; Outlook Stable

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

EUR9.4 million Class F: 'B-sf'; Outlook Stable

EUR0.25 million Class M: 'NRsf'

EUR40.85 million subordinated notes: 'NRsf'

Fitch has also withdrawn the expected ratings on the following
Arbour CLO VI notes as their forthcoming expected issuances will no
longer convert to final ratings:

Class A: AAA(EXP)sf; Outlook Stable

Class B-1: AA(EXP)sf; Outlook Stable

Class B-2: AA(EXP)sf; Outlook Stable

Class C: A(EXP)sf; Outlook Stable

Arbour VI CLO DAC is a cash flow collateralised loan obligation
(CLO). Net proceeds from the notes are being used to purchase a
portfolio of EUR400 million of mostly European leveraged loans and
bonds. The portfolio is actively managed by Oaktree Capital
Management (Europe) LLP. 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 places the average credit quality of obligors in the 'B'
range. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 30.9.

High Recovery Expectations

At least 96% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-weighted average recovery rating (WARR) of the identified
portfolio is 66.7%.

Diversified Asset Portfolio

The transaction features four different Fitch test matrices with
different allowances for exposure to the ten largest obligors
(maximum 18% and 23%) and fixed-rate assets (maximum 5% and 15%).
The manager can interpolate between these matrices. The transaction
also includes limits on maximum industry exposure based on Fitch's
industry definitions. The maximum exposure to the three largest
(Fitch-defined) industries in the portfolio is covenanted at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.

Portfolio Management

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

Cash Flow Analysis

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.

Limited Interest Rate Risk

Up to 15% and no less than 5% of the portfolio can be invested in
unhedged fixed-rate assets, while fixed-rate liabilities represent
8.75% of the target par. Fitch modelled both 5% and 15% fixed-rate
buckets and found that the rated notes can withstand the interest
rate mismatch associated with each scenario.

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 four notches for the rated
notes. A 25% reduction in recovery rates would lead to a downgrade
of up to four notches for the rated notes.

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

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

DATA ADEQUACY

The majority of the underlying assets 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.



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

EP BCO: Fitch Assigns 'BB-(EXP)' Long-Term IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has assigned EP BCo S.A. an expected Long-Term Issuer
Default Rating of 'BB-(EXP)' with a Stable Outlook.

In addition, Fitch has assigned expected 'BB(EXP)' ratings with
Recovery Rating 'RR2' to the EUR315million first-lien term loan B
and EUR25million revolving credit facility; and 'B(EXP)' rating
with a Recovery Rating 'RR6' to the EUR105million second-lien
facility, issued by EP.

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

EP is the financing vehicle and the sole shareholder of Euroports
Holdings Sarl, a large deep-sea port terminal operator in Europe
and China.

KEY RATING DRIVERS

The IDR of Euroports reflects stable cash flows from its mature
terminals concentrated in the commodity sector and its deleveraging
expectations. Its long-standing relationships with a diversified
customer base to a degree mitigate limited visibility on future
cash flows, especially from terminals currently under development.
Few of Euroports' contracts guarantee revenue or volumes; however,
Fitch expects pricing to broadly track inflation. Its 2019-2023
capex plan is large, self-funded and focused on well-identified
projects partially backed by long-term contracts.

Euroports' bullet debt structure entails refinancing risk in seven
to eight years, respectively, when each of the company's facilities
matures, especially if Euroports cannot renew its concessions in
the meantime. The current EBITDA-weighted average concessions tenor
of 18 years will decline to around 11 years at maturity of the
first lien term loan. However, it has a track record of extending
existing concessions. Under Fitch's rating case, the average
lease-adjusted gross leverage stands at 6.0x over the next five
years, peaking at 7.4x in 2019.

The first- and second-liens have the same probability of default
but different recovery prospects of 'RR2' and 'RR6', respectively.
As a result, Fitch assigns a 'BB' rating to the first lien, notched
up once from the IDR of 'BB-', and a 'B' rating to the second lien,
notched down twice from the IDR. The RCF is rated in line with the
first lien as it is pari passu.

Diversified Portfolio of Commodity Terminals - Volume Risk:
Midrange

Euroports' portfolio of 15 terminal areas is strategically located
close to production and consumption centres and benefits from good
hinterland and multi-modal connectivity. The portfolio comprises
mature assets such as the German and Finnish terminals, as well as
terminals with projects under development backed, in some cases, by
long-term contracts. Customer concentration is moderate as the top
20 clients accounted for around 50% of 2017 revenue.

Cargo is origin and destination and concentrated in the commodity
sector. Euroports' three largest terminal areas (TA518, Finnish
Terminals and Rostock), which represent around 60% of consolidated
operating EBITDA, focus on pulp and forest products, sugar and
agri-bulk cargoes. Euroports plans to expand throughput of
minerals, metals, food and agri-products to tap potential synergies
with its main shareholders', Monaco Resource Group (MRG),
international metal and minerals activities.

Euroports is targeting seven key industries, including fertiliser
and minerals, sugar, forest products, agri-bulk, metal and steel.
With the exception of coal and metals, commodities show a low
degree of correlation, hedging to some extent the volatility of
Euroports' volumes. Euroports' 2008-2009 volume peak-to-trough
decline, based on 2006-2016 key industry volume indices weighted by
Euroports' 2017 revenue, was high at 17%, but OEBITDA suffered a
milder decline of around 14%. Exposure to competition is generally
limited by Euroports' proximity to the port end-users and a lower
portion of standardised cargo volume than a port container
operator's.

Pricing Tracks Inflation - Price Risk: Midrange

Euroports has long-standing relationships with a diversified
customer base; its revenue- weighted average of customer contract
length is around 5.5 years, considering its top 25 customers.
However, take-or-pay clauses underpin only a small portion of
revenue. Revenue with global clients grew 13% in 2016 and 19% in
2017, due to additional services provided to the existing customer
base.

The terminal operator benefits from full price flexibility across
all regions; however, tariff increases tend to be limited by
contractual arrangements, generally indexed at inflation to varying
degrees.

Self-Funded Capex Plan - Infrastructure Development & Renewal:
Midrange

Euroports is well-equipped to deliver its investment programme
given its track record of successful implementation of large
maintenance and expansionary investments on its network in the
past. Its 2019-2023 capex plan is large, self-funded and focused on
well-identified projects, such as new warehouses, backed by
long-term contracts with group clients and short payback periods of
up to six years.

Terminals under development, in particular Gaolan, represent the
majority of the expansionary capex. The capex will be mostly rolled
out in 2019-2020 and will materially reduce thereafter. In Fitch's
view, the high utilisation rates in some terminal areas, especially
on mature assets, reduce the capex flexibility.

Refinance Risk and Floating-Rate Debt - Debt Structure: Weaker

Euroports' acquisition finance bullet debt is secured, exposed to
variable rates and looser covenants than a pure project finance
(PF) debt structure. The structure entails some protection against
re-leveraging risk, as the additional facility limit allows for
future taps only up to the net leverage at financial close, tested
at both the senior and second lien levels. Excess cash flow sweep
and lock-up features are less protective than the typical PF
transactions, and Fitch does not assume any debt repayment until
the facilities mature.

The significant refinancing risk of the bullet structure weighs on
its assessment. The current weighted average concession life of 18
years will decrease to around 11 years at refinancing maturity of
the first-lien term loan. However, Euroports has a successful
history of extending concession tenors ahead of its legal maturity.
In its view, the first- and second-lien term loans share similar
probability of default, as second-lien creditors can undertake
enforcement actions upon an event of default, and collapse the
entire debt structure once that the standstill period lapses.

Key Recovery Assumptions

The recovery analysis assumes that Euroports would remain a going
concern in restructuring and that the company would be reorganised
rather than liquidated. Fitch has assumed a 10% administrative
claim in the recovery analysis.

  - The recovery analysis assumes a 20% discount to Euroports'
OEBITDA as of December 2018.

  - Fitch also assumes a distressed multiple of 6.5x and a fully
drawn EUR25 million RCF.

  - These assumptions result in a recovery rate for the first lien
term loan and RCF within the 'RR2' range to allow a one-notch
uplift to the debt rating from the IDR. The recovery rate for the
2nd Lien Term Loan is within the 'RR6' range and leads to a
downward adjustment of 2 notches from the IDR.

Financial Profile

Under Fitch's rating case, lease-adjusted gross leverage averages
at 6.0x over the next five years, as a result of its lower traffic
assumptions, reduced margins on the logistic business, and haircuts
applied to expected synergies compared with the sponsor case.
OEBITDA growth from terminals currently under development is the
main driver of deleveraging, together with revenue and cost
synergies.

PEER GROUP

Fitch compares Euroports to Russian Global Port Investment Plc
(GPI) and Deloports LLC (Delo) and Turkish Global Liman Isletmeleri
A.S (GPH) and Mersin (MIP).

GPI (IDR: BB/Stable) is larger than Euroports, has a dominant
position in its market, albeit with increasing competition, and a
less concentrated cargo, as it operates a container business.
Euroports is more dependent on growth and exhibits higher leverage
than GPI.

Like Euroports', Deloports' (IDR: BB-/Stable), volumes are
concentrated on the commodity sector and a small number of
customers, does not benefit from material take-or-pay agreement and
is undertaking a major expansionary capex plan. Deloports is more
exposed to competition and has a weaker volume assessment, but is
rated 'BB' on consolidated basis as its Fitch adjusted net
debt/EBITDAR below 3x is materially lower than the 6x five-year
average of Euroports.

GPH (BB-/Stable) is rated in line with Euroports, as the structural
volatility of its two businesses, the cruise ship segment and the
marble export to China, is offset by its 3.3x net leverage, which
is lower than Euroports'.

Mersin (BB+/Negative) is rated higher than Euroports because of its
lower leverage of around 2.3x over the next five years. Turkey's
Country Ceiling caps Mersin's rating.

RATING SENSITIVITIES

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

  - Projected Fitch-adjusted gross debt/EBITDAR above 6x on a
sustained basis from 2020 onwards

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

  - Projected Fitch-adjusted gross debt/EBITDAR sustainably below
5x with commitment from both sponsor and management not to
re-leverage

TRANSACTION SUMMARY

In February 2019, a consortium led by MRG, an international natural
resource group with a 53% stake, and including a Belgian Regional
(PMV) and Federal (SFPI-FPIM) Sovereign wealth funds, agreed to
acquire Euroports. EP BCo S.A. is the company issuing the term
loans to fund the acquisition.

Asset Description

Euroports is a large deep-sea port terminal operator in continental
Europe with terminals spanning a diverse geographic footprint,
including operations in China. Operations are generally based on
long-term agreements and concessions with port authorities or other
public bodies, which entitle it to operate port terminals and
related facilities in the various ports in which it has a presence.
In addition to deep-sea terminals, Euroports operates a number of
inland river terminals and contract logistics sites.

Fitch Cases

Fitch's Key Assumptions within its Rating Case for the Issuer:

  - 4.2% CAGR of revenue between 2018 and 2023

  - OEBITDA margin increasing to 13% by 2020

  - Capex in line with the sponsor case, just below EUR200 million
on a cumulated basis up to 2023

  - No dividends paid between 2018 and 2023




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

ACCUNIA EUROPEAN I: Fitch Rates EUR11.1MM Class F Notes 'B-sf'
--------------------------------------------------------------
Fitch Ratings has assigned Accunia European CLO I B.V. final
ratings, as follows:

EUR283.7 million Class A: 'AAAsf'; Outlook Stable

EUR20 million Class B-1: 'AAsf'; Outlook Stable

EUR27.4 million Class B-2: 'AAsf'; Outlook Stable

EUR27.1 million Class C: 'Asf'; Outlook Stable

EUR27.6 million Class D: 'BBB-sf'; Outlook Stable

EUR24.9 million Class E: 'BB-sf'; Outlook Stable

EUR11.1 million Class F: 'B-sf'; Outlook Stable

EUR55.23 million Subordinated notes: 'NRsf'

Accunia European CLO I B.V. is a securitisation of mainly senior
secured loans (at least 90%) with a component of senior unsecured,
mezzanine, and second-lien loans. A total expected note issuance of
EUR477.03 million will be used to redeem existing notes, with a new
identified portfolio comprising the existing portfolio, as modified
by sales and purchases conducted by the manager. The portfolio will
be managed by Accunia Fondsmaeglerselskab A/S. The CLO envisages a
two-year reinvestment period and a 6.5-year weighted average life
(WAL).

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'/'B-'
range. The Fitch weighted-average rating factor of the current
portfolio is 33.05.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch weighted-average recovery rate of the current portfolio
is 63.79%.

Limited Interest Rate Exposure

Up to 7.5% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 6% of the target par. Fitch
modelled both 0% and 7.5% fixed-rate buckets and found that the
rated notes can withstand the interest-rate mismatch associated
with each scenario.

Diversified Asset Portfolio

The transaction features two separate Fitch test matrices with
different allowances for exposure to the 10 largest obligors
(maximum 17% and 26.5%). The concentration limits ensure that the
asset portfolio will not be exposed to excessive obligor
concentration. The manager can interpolate between these matrices.

Adverse Selection and Portfolio Management

The transaction features a two-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.

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 for the rated notes.

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

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

DATA ADEQUACY

The majority of the underlying assets 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.



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

NOSKE SKOG: To Return to Debt Markets Following Bankruptcy
----------------------------------------------------------
Laura Benitez at Bloomberg News reports that Norske Skog AS, a
Norwegian papermaker controlled by Oceanwood Capital Management LP,
will return to the debt markets for the first time since it filed
for bankruptcy in 2017 and handed its bondholders big losses.

According to Bloomberg, a statement said the company will meet
investors from Thursday until May 29 for a euro-denominated
three-year senior secured floating rate bond. The proceeds will be
used to refinance loans provided by the company's shareholders,
Bloomberg discloses.

The return to the capital markets comes 18 months after Norske Skog
filed for bankruptcy, capping years of struggle under about US$1
billion in debt, Bloomberg notes.  The company and its assets were
also the target in a battle between hedge funds and several
Norwegian billionaires, with Oceanwood Capital eventually taking
over the company in May last year, Bloomberg recounts.

ABG Sundal Collier and DNB Markets have been mandated to lead the
bond sale, Bloomberg states.

                       About Norske Skog

Norske Skogindustrier ASA or Norske Skog, which translates as
Norwegian Forest Industries, is a Norwegian pulp and paper company
based in Oslo, Norway and established in 1962.

                        *   *   *

As reported by the Troubled Company Reporter-Europe on December 5,
2017, S&P Global Ratings revised its long- and short-term corporate
credit ratings on Norske Skogindustrier ASA (Norske Skog) and its
core rated subsidiaries to 'D' (default) from 'SD' (selective
default) as the issuer has now defaulted on all of its notes.  At
the same time, S&P lowered its issue rating on the unsecured notes
due in 2033 and issued by Norske Skog Holding AS to 'D' from 'C'.
S&P also removed the issue ratings from CreditWatch with negative
implications, where it had placed them on June 6, 2017. S&P also
affirmed its 'D' ratings on the senior secured notes due in 2019,
and the unsecured notes due in 2021, 2023, and 2026.

The downgrade follows the nonpayment of the cash coupon due on
Norske Skog's unsecured notes due in 2033 before the expiry of the
grace period on Nov. 15, 2017, S&P noted.

The 'D' ratings on the secured notes due 2019, and the unsecured
notes due in 2021, 2023, 2026, and 2033, reflect the nonpayment of
interest payments beyond any contractual grace periods, which
S&P considers a default.

The TCR-Europe also reported on July 24, 2017 that Moody's
Investors Service downgraded the probability of default rating
(PDR) of Norske Skogindustrier ASA (Norske Skog) to Ca-PD/LD from
Caa3-PD. Concurrently, Moody's has affirmed Norske Skog's corporate
family rating (CFR) of Caa3.  In addition, Moody's also affirmed
the C rating of Norske Skog's global notes due 2026 and 2033 and
its perpetual notes due 2115, the Caa2 rating of the senior secured
notes issued by Norske Skog AS and downgraded the rating of the
global notes due 2021 and 2023 issued by Norske
Skog Holdings AS to Ca from Caa3.  The outlook on the ratings
remains stable.  The downgrade of the PDR to Ca-PD/LD from Caa3-PD
reflects the fact that Norske Skog did not pay the interest payment
on its senior secured notes issued by Norske Skog AS, even after
the 30 day grace period had elapsed on July 15.  This constitutes
an event of default based on Moody's definition, in spite of the
existence of a standstill agreement with the debt holders securing
that an enforcement will not be made under the secured notes due to
non-payment of interest.  In addition, the likelihood of further
events of defaults in the next 12-18 months remains fairly high, as
the company is also amidst discussions around an exchange offer
that would most likely involve equitisation of debt, which the
rating agency would most likely view as a distressed exchange.




===========
R U S S I A
===========

ANTIPINSKY: Files for Bankruptcy After Court Freezes Assets
-----------------------------------------------------------
Tatiana Voronova, Natalia Chumakova at Reuters report that Russia's
Antipinsky oil refinery said on May 20 it had filed for bankruptcy,
weeks after a London court ordered its assets be frozen in response
to a lawsuit from a trading house.

The refinery, which has a capacity of 9 million tonnes per year,
had halted operations on several occasions in recent months because
of a lack of funds to pay for crude oil deliveries, Reuters relays,
citing industry sources.

Last month, a London court issued a worldwide order to freeze
EUR225 million euros (US$251 million) in assets belonging to the
refinery in response to a lawsuit by Russia's VTB Commodities
Trading, Reuters recounts.

The court order applied to the refinery's equipment and property in
Russia's Siberian region of Tyumen, as well as petroleum products
stored there and at one of its tankers in the northern port of
Murmansk, among other assets, Reuters states.

The order also forbade the refinery from selling vacuum gas oil
(VGO) to other companies without the consent of VTB Commodities
Trading, Reuters notes.

According to Reuters, court data on May 20 showed there were
RUR346.5 billion (US$5.37 billion) of claims against the refinery.

The refinery, which last month announced plans to file for
bankruptcy, alleged its insolvency was in part tied to the fact
that some traders had stopped making advance payments for oil
products, Reuters discloses.




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

ARCADIA GROUP: Documents Show Poor Financial State Ahead of CVA
---------------------------------------------------------------
Hugh Radojev at Retail Week reports that the poor financial state
of Sir Philip Green's Arcadia Group has been laid bare in documents
sent to landlords ahead of an imminent company voluntary
arrangement.

The documents show that Green is planning on selling or closing all
of Arcadia's international businesses, which are mostly
loss-making, and that both the group's total and like-for-like
sales tumbled last year, Retail Week relays, citing The Sunday
Times.

Total sales were down 10.5% to GBP1.7 billion in the year to
August, while like-for-like sales fell by 7.5%, Retail Week
discloses.

The documents, sent to landlords last week ahead of an imminent
CVA, state that Mr. Green would seek to shut 57 stores across the
group if the proposal were accepted, Retail Week discloses.

Most worryingly for Mr. Green, the CVA documents show that the
financial failings of the group are being driven by Topshop, once
the jewel in its crown, Retail Week notes.

According to Retail Week, Arcadia has also been hit by the removal
of credit insurance to its suppliers, which prompted many to demand
payment for goods upfront.

The proposed Arcadia CVA is seeking to slash rents across the rest
of the group's store estate by an average of 30%, Retail Week
says.

Mr. Green, who was recently stripped of his billionaire status in
The Sunday Times Rich List, is also locked in an ongoing battle
with the Pensions Regulator over a deficit thought to be as much as
GBP750 million, Retail Week states.

Arcadia Group Ltd. is the UK's largest privately owned fashion
retailer with seven major high street brands: Burton, Dorothy
Perkins, Evans, Miss Selfridge, Topshop, Topman and Wallis, along
with its out-of-town fashion destination Outfit.  


DEBENHAMS PLC: Ashley Seeks Support for Legal Challenge Over CVA
----------------------------------------------------------------
Sarah Butler at The Guardian reports that Mike Ashley's Sports
Direct group is trying to muster support for a legal challenge to a
Debenhams plc restructure package that was given the green light
this month.

According to The Guardian, creditors have until June 6 to challenge
two company voluntary arrangement (CVA) deals under which Debenhams
plans to close at least 22 stores of the group's 166 UK stores and
reduce rents on dozens more.

The deal came after Debenhams fell into the hands of its lenders in
a pre-pack administration deal that wiped out shareholders' stakes,
including Sports Direct's, which owned a near 30% stake in the
department store, The Guardian notes.

A source close to Sports Direct said the company was talking to
landlords and other third parties about legal action as it
published a review of Debenhams' CVA process on May 19, The
Guardian relates.

The document published by Sports Direct said the company had found
"serious issues" within the CVA process that needed addressing,
although many of its points did not relate directly to the
insolvency process, The Guardian relays.

The statement raised concerns about a sale process run by
Debenhams' new owners, a consortium of banks and hedge funds who
control the department store's debts, which was concluded shortly
before the CVA vote, according to The Guardian.  It said the sale
process was run on an "incredibly short and unrealistic" timescale
and closed only hours before the CVA vote, The Guardian notes.

The note also criticizes Debenhams' plan to exit its distribution
centre in Sherburn, near Leeds, next year, a move that would leave
the company with just one distribution centre serving more than 100
stores, The Guardian discloses.

                      About Debenhams plc

Debenhams plc 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.

The Company went into administration on April 9, 2019.  Chad
Griffin, Simon Kirkhope and Andrew Johnson of FTI Consulting LLP
were appointed as administrators.  The administrators sold the
parent's entire holding of the group's operating subsidiaries to a
company controlled by its lenders in a pre-packaged sale.

S&P Global Ratings lowered its long-term issuer credit rating on
Debenhams to 'D' from 'SD' (selective default), following the
administration filing.


OUTDOOR & CYCLE: Ipswich Cotswold Store Set to Close Under CVA
--------------------------------------------------------------
Ipswich Star reports that Ipswich's Cotswold Outdoor is the latest
store in the town centre to announce its closure.

According to Ipswich Star, the Tavern Street shop will be shut by
parent company Outdoor & Cycle Concepts (O&CC) as part of the
firm's company voluntary arrangement (CVA).

The UK retailer will also close the Peterborough branch of Cotswold
Outdoor and Bridgend's Snow + Rock store over the next three
months, Ipswich Star discloses.

While O&CC's chief executive Greg Nieuwenhuys stepped down last
month, the firm's managing director Jose Finch explained the cuts
were vital for the future of the business, Ipswich Star notes.

The firm operates 120 stores across the UK and will now be seeking
lowers rents from landlords in 50 of them after 97% of creditors
approved its CVA plan.



SYNLAB BONDCO: Fitch Rates EUR150MM Incremental Term Loan 'B+'
--------------------------------------------------------------
Fitch Ratings has assigned Synlab Bondco PLC's incremental term
loan of EUR150 million a final senior secured rating of 'B+' with a
Recovery Rating of 'RR3' (55%) . The loan ranks pari passu with the
existing senior secured debt at Synlab, which is also rated
'B+'/'RR3' (55%) .

The rating is materially constrained by Synlab's aggressive
leverage profile and financial policies, as evident by the current
issue of incremental debt to finance M&A, albeit balanced by the
defensive nature of the company's routine medical testing business
model. Its expectation of increasing earnings scale and improving
cash conversion, counter-balancing Synlab's persistently high
financial risk, are reflected in a Stable Outlook.

The assignment of the final rating follows a review of the
incremental term loan documentation being materially in line with
the draft terms.

KEY RATING DRIVERS

Aggressive Financial Policies: The sponsors' decision to raise
additional term loan signals the absence of commitment to
deleverage and de-risk the business from already persistently high
levels. Therefore Fitch does not expect a strengthening of the
capital structure until the bulk of Synlab's debt matures in July
2022. High leverage, particularly in the event of tighter financing
conditions, could lead to high refinancing risks and, therefore in
the absence of material deleveraging, a 'B-' rating.

Leverage Headroom Fully Exhausted: High financial leverage
continues to materially constrain Synlab's ratings. With funds from
operations (FFO) adjusted gross leverage at 8.6x in 2018 leverage
headroom is already fully exhausted. The addition of the new term
loan of EUR150 million further impedes de-leveraging, translating
into sustained elevated FFO adjusted gross leverage of around 8.0x
over the next three years. In the absence of meaningful
deleveraging the current rating is, therefore, dependent on steady
underlying operational performance and disciplined execution and
integration of continuous business additions.

Steady Organic Performance: Compared with other Fitch-rated
laboratory-testing companies, Fitch views Synlab's operations as
robust, benefitting from scale and diversification across products
and geographies. In 2018, despite reimbursement pressures in
individual national markets and rising costs Synlab demonstrated
organic growth and stable margins, although profitability remained
comparatively weak against prior years. In light of market
challenges in the last two years and mounting complexity of the
business due to acquisitions, Fitch does not see scope for margin
expansion and project EBITDA margins at or below 18.5% over the
next three years.

Focus on Acquisition and Integration: Synlab's buy-and-build
strategy highlights the need for a disciplined asset selection and
rigorous integration process. While management has demonstrated
robust execution skills, upward asset valuations in a consolidating
laboratory-testing services market make it harder to realise
synergies from acquisitions, which require greater attention toward
integration and value extraction as opposed to mere business
additions. An inability to implement its margin-accretive M&A-based
strategy will put ratings under pressure. Its assumptions
supporting the current IDR with a Stable Outlook are based on
target acquisition multiples averaging between 8.5x-9.0x with an
annual M&A spend of EUR200 million, contributing around EUR22
million to EBITDA each year.

Strengthening Cash Flows: Against the backdrop of continuing M&A,
Fitch sees Synlab's deleveraging capacity remaining intact based on
underlying cash flow generation. Fitch projects steadily growing
free cash flows and margins as the business increases in scale on
the back of organic and acquisitive growth. After a slightly
positive FCF margin of 2% in 2018, it projects FCF margins to
strengthen toward 4%-5% in the medium term. This reflects the
improvement of FCF quality to sustainably positive from previously
volatile and underpins its view that a supportive operating profile
will be capable of absorbing excessive financial risk.

DERIVATION SUMMARY

Following the merger of Synlab and Labco in 2015, the combined
group is the largest laboratory-testing company in Europe, twice
the size of its nearest competitor, Sonic Healthcare. Its
operations consist of a network of 475 laboratories across 37
countries, providing good geographical diversification and limited
exposure to single healthcare systems.

The company's EBITDA margin at around 18% slightly lags behind
European industry peers', due to exposure to the German market with
structurally lower profitability. The laboratory-testing market in
Europe has attracted significant private equity investment, leading
to highly leveraged financial profiles. Synlab is highly geared for
its rating - with FFO adjusted gross leverage pro-forma for the
full annual impact of acquisitions at 8.4x in 2018 - which is a key
rating constraint. However, this high financial risk is mitigated
by a defensive and stable business risk profile and its
expectations that Synlab will be able to generate satisfactory FCF,
in line with sector peers, once the current restructuring programme
has been successfully implemented.

KEY ASSUMPTIONS

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

  - Low to mid-single digit organic growth in key markets;

  - EBITDA margin gradually improving towards 18.5% due to cost
savings and economies of scale achieved from the enlarged group;

  - Around EUR200 million of bolt-on acquisitions per annum funded
by debt drawdowns and internal cash flows;

  - Capital intensity with capex/sales estimated at around
4%-4.5%;
  
  - Satisfactory FCF generation of around 4%-5% on average over the
four-year rating horizon;

  - No dividends paid.

RECOVERY ASSUMPTIONS:

  - Going concern approach over balance sheet liquidation given
Synlab's asset-light operations;

  - Pre-distress EBITDA of EUR352 million estimated based on 2018A
EBITDA of EUR356 million plus estimated earnings contribution of
EUR18 million from acquisitions to be completed by using the
incremental term loan B of EUR150 million less estimated cost of
financial lease service of EUR21 million, which it expects will
remain available to the company post-distress and which it has,
therefore, excluded from the list of financial creditors:

  - The resulted estimated pre-distress EBITDA of EUR352 million
has been discounted by 20% (unchanged from last review) leading to
a post-distress EBITDA of EUR282 million; at this EBITDA level
Synlab's FCF would be neutral to marginally negative;

  - Distressed EV/EBITDA multiple of 6.0x (unchanged from last
review given the steady overall business profile);

  - 10% deductible to cover administrative charges;

Outcome:

  - Super senior revolving credit facility (RCF): 'BB'/'RR1'/100%;

  - Senior secured debt (including the new term loan B):
'B+'/'RR3'/55%;

  - Senior note rating: 'CCC+'/'RR6'/0%

RATING SENSITIVITIES

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

  - FFO adjusted gross leverage above 8.0x or FFO fixed charge
cover at less than 1.3x (2018: 1.6x) for a sustained period (both
adjusted for acquisitions);

  - Reduction in FCF margin to only slightly positive levels or
large debt-funded and margin-dilutive acquisition strategy, which
could also prompt a negative rating action.

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

  - FFO adjusted gross leverage below 6.5x and FFO fixed charge
cover above 2.0x;

  - Inability to extract synergies, integrate acquisitions or other
operational challenges leading to EBITDAR margin declining to below
22%;

  - Improved FCF margin to the mid- to high single digits or more
conservative financial policy reflected in lower debt-funded M&A
spending.

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Organic liquidity is satisfactory given
readily available cash of EUR90 million at end-2018, in line with
prior years, after deducting EUR30 million deemed restricted
required for operations. Fitch expects this level of internal cash
generation will fund up to 50% of M&A over the next three years
with the remainder of any acquisitions funded by the committed RCF
of EUR250 million (drawn down by EUR100 million a year until
maturity in June 2021). Synlab benefits from a diversified funding
structure with access to public debt and loan markets with most of
its debt becoming due only in July 2022.


THOMAS COOK: Reassures Customers Following Share Price Drop
-----------------------------------------------------------
BBC News reports that troubled travel firm Thomas Cook has been
reassuring customers who contacted the firm with concerns about
holiday trips, after its share price crashed.

Its share price fell sharply at the end of last week, and it
dropped a further 16% on May 20 to just 10p, BBC discloses.

Thomas Cook has been reassuring people on social media, and in a
statement at the weekend, telling customers that it is "business as
usual", BBC relates.

The firm also said it was looking to strengthen its financial
position, BBC notes.

On May 19, Thomas Cook, as cited by BBC, said: "We have the support
of our lending banks and major shareholders, and just this week we
agreed additional funding for our coming winter cash low period.

"We have ample resources to operate our business and at the same
time, as usual, our liquidity position continues to strengthen into
the summer period."

According to BBC, Thomas Cook also said: "We're responsible for
taking over 20 million people abroad on holiday every year and we
take that responsibility very seriously.  As an ATOL-protected
business, our customers can have complete confidence in booking
their holiday with us."

Thomas Cook released its statement after concerned customers asked
the firm on social media if it was "about to go under" or "going
into administration", BBC relays.

Others had queried if the firm was "in danger of collapsing", and
if their holiday flights and packages were safe, BBC recounts.

The company has blamed a series of problems for its profit
warnings, including political unrest in holiday destinations such
as Turkey, last summer's prolonged heatwave and customers delaying
booking holidays due to Brexit, BBC discloses.  But it has also
suffered from competition from online travel agents and low-cost
airlines, BBC notes.

Thomas Cook Group plc is a British global travel company.


TWIN BRIDGES 2019-1: Fitch Rates GBP5.6MM Class X1 Notes 'BB+'
--------------------------------------------------------------
Fitch Ratings has assigned Twin Bridges 2019-1 PLC notes final
ratings.

-- GBP271,600,000 class A at 'AAAsf'; Outlook Stable

-- GBP16,500,000 class B at 'AAsf'; Outlook Stable

-- GBP18,100,000 class C at 'Asf' at Outlook Stable

-- GBP13,200,000 class D at 'BBB+sf'; Outlook Stable

-- GBP5,600,000 class X1 at 'BB+sf'; Outlook Stable

-- GBP9,900,000 class Z1: 'Not Rated'

-- GBP6,600,000 class Z2: 'Not Rated'

The transaction is a securitization of buy-to-let (BTL) mortgages
originated in the UK by Paratus AMC Limited (Paratus).

KEY RATING DRIVERS

Prime Underwriting

The loans are exclusively BTL loans advanced to finance properties
located in England and Wales. The loans were granted to borrowers
clear of adverse credit features covering full credit histories
(six years). Paratus also obtains full independent verification of
rental incomes from an RICS-qualified value. As a result, Fitch
treated the loans as prime and applied its prime matrix to assign
the pool's foreclosure frequency (FF).

Geographical Concentration

The pool contains a significant geographical concentration (i.e.
concentration by loan count in excess of 2x population) of loans
advanced against properties in the London region (35.8% by loan
count). Fitch considers that portfolios with a high regional
concentration are more vulnerable to an economic shock than those
which are diversified. As such, Fitch has applied an upward
adjustment of 15% to the affected loans' FF.

Fixed Hedging Schedule

The issuer has entered into a swap at closing to mitigate the
interest-rate risk arising from the fixed-rate assets and
floating-rate notes. The swap has been based on a defined schedule,
rather than the balance of fixed-rate loans in the pool. In the
event that loans prepay or default, the issuer will be over hedged.
The excess hedging is beneficial to the transaction in
high-interest-rate scenarios and detrimental in declining interest
rate scenarios.
Unrated Seller

Paratus, the seller, is unrated by Fitch and as a result, may have
an uncertain ability to make substantial repurchases from the pool
in the event of a material breach in representations and warranties
(R&W). Fitch sees mitigating factors to this risk, principally the
nature of Paratus as a trading business with assets and only one
breach of R&W in the Twin Bridges 2017-1 transaction.


                           *********


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
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Information contained herein is obtained from sources believed to
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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,
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