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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Friday, September 13, 2019, Vol. 20, No. 184

                           Headlines



A R M E N I A

ARMENIA: Fitch Assigns B+(EXP) Rating to USD Bonds


B U L G A R I A

MUNICIPAL BANK: Moody's Affirms Ba3 Deposit Ratings, Outlook Neg.


F R A N C E

NEXANS SA: Egan-Jones Lowers Sr. Unsec. Debt Ratings to BB+


G E R M A N Y

PRESTIGEBIDCO GMBH: S&P Affirms 'B' LT Rating, Outlook Stable
SENVION GMBH: Inks Standstill Agreement with Roblon


N O R W A Y

NORWEGIAN AIR: Says Bondholders Look Set to Accept New Debt Terms


S E R B I A

BELGRADE CITY: Moody's Affirms Ba3 Issuer Rating, Outlook Now Pos.


S P A I N

ABANCA CORPORACION: S&P Alters Outlook to Pos. & Affirms BB+/B ICR
CODERE: S&P Puts 'B' ICR on Watch Neg. on Mounting Refinancing Risk
LECTA SA: S&P Downgrades LT Rating to 'CCC-', Outlook Negative


U K R A I N E

MHP SE: Fitch Upgrades LT IDRs to B+, Outlook Stable
MHP SE: S&P Affirms 'B' LT Issuer Credit Rating, Outlook Stable


U N I T E D   K I N G D O M

BBD PARENTCO: Fitch Assigns B(EXP) LT IDR, Outlook Stable
CONNECT BIDCO: S&P Assigns Preliminary 'B+' Rating, Outlook Stable
EVERSMART ENERGY: Enters Into Administration, Halts Operations
FOUR SEASONS: H/2 Capital to Take Over Business for GBP400MM
MALLINCKRODT PLC: Egan-Jones Lowers Sr. Unsec. Debt Ratings to CCC

PINEWOOD GROUP: Moody's Downgrades CFR to Ba3, Outlook Stable
SPORTS DIRECT: Fails to Appoint Auditor, May Face Fine


X X X X X X X X

[*] BOOK REVIEW: THE SUCCESSFUL PRACTICE OF LAW

                           - - - - -


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A R M E N I A
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ARMENIA: Fitch Assigns B+(EXP) Rating to USD Bonds
--------------------------------------------------
Fitch Ratings assigned Armenia's forthcoming US dollar bonds an
expected rating of 'B+(EXP)'.

The final rating is subject to the receipt of final documentation
conforming to information already received.

KEY RATING DRIVERS

The expected rating is in line with Armenia's Long-Term
Foreign-Currency Issuer Default Rating (IDR) of 'B+' with a
Positive Outlook.

RATING SENSITIVITIES

The rating on the bonds would be sensitive to any changes in
Armenia's Long-Term Foreign-Currency IDR.

Fitch affirmed Armenia's Long-Term Foreign- and Local-Currency IDRs
at 'B+' with a Positive Outlook in May 2019.



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B U L G A R I A
===============

MUNICIPAL BANK: Moody's Affirms Ba3 Deposit Ratings, Outlook Neg.
-----------------------------------------------------------------
Moody's Investors Service affirmed Municipal Bank AD's Ba3
long-term deposit ratings and also changed the outlook on these
ratings to negative from stable. Further, the rating agency has
affirmed Municipal's b2 Baseline Credit Assessment and Adjusted
BCA, its NP short-term deposit ratings, its Ba2/NP Counterparty
Risk Ratings (CRR) and its Ba2(cr)/NP(cr) Counterparty Risk
Assessments.

The ratings affirmation reflects Moody's view that the bank's
standalone profile continues to be driven by high reported capital
metrics, and a deposit based funding structure and high liquidity,
balanced against high problem loans and a material amount of real
estate on its balance sheet, as well as by the bank's poor
profitability and efficiency.

The change in outlook to negative from stable is driven by the
significant execution risks that the bank faces in repositioning
its balance sheet as a commercial bank to deliver a more
sustainable business model in light of its weak competitive
position, high cost base, significant amount of problem loans and
margin pressure in Bulgaria.

The full list of the affected ratings and assessments can be found
at the end of this press release.

RATINGS RATIONALE

RATING AFFIRMATION

Municipal's Ba3 long-term deposit ratings continue to reflect the
bank's b2 BCA and two notches of uplift from Moody's Advanced Loss
Given Failure (LGF) analysis, which takes into account the loss
absorption capacity provided by the junior deposits themselves.

Municipal's b2 standalone BCA captures (1) its capital metrics that
are well above regulatory requirements - the common equity tier 1
ratio was 18.2% at the end of 2018; (2) a deposit-based funding
structure and high liquidity; (3) the bank's high level of problem
loans at 33.5% of total, although the loan book made up only 15% of
assets at the end of 2018, and also material real estate assets
resulting from foreclosures equivalent to 4% of total assets
(including investment properties), and the potential risk to
capital from these problem loans and properties; and (4) a low
profitability, weak efficiency and competitive positioning.

The rating agency's Advanced LGF analysis continues to indicate
that Municipal's deposits are likely to face a very low
loss-given-failure, driven by the significant amount of junior
deposits that would be available to share losses, leading to the
two notches of rating uplift.

NEGATIVE OUTLOOK CAPTURES SIGNIFICANT EXECUTION RISKS IN THE BANK'S
STRATEGY

The negative outlook on Municipal's deposit ratings is driven by
the significant execution risks that the bank faces in its strategy
to reposition its balance sheet to deliver a higher sustainable
profitability. Moody's also considers that the bank's new strategy
and risk appetite remain unproven, while the bank's new shareholder
has limited experience in operating a bank, although management is
generally experienced.

The bank had a historical focus in financial servicing of Bulgarian
municipalities and other government-owned entities, which is a low
profit business. Following a sale in January 2018 of Sofia
Municipality's majority share in Municipal to Novito Opportunities
Fund AGmvK, the bank's new shareholder and new management are
focusing on expanding Municipal's retail and corporate lending
business, where returns are higher, and on containing the bank's
high cost base. If achieved, without significantly increasing
Municipal's risk appetite, this strategy would place the bank on a
more sustainable footing.

However, the rating agency considers that there are significant
executions risks because of (1) strong competition from larger and
more established commercial banks making it difficult for Municipal
to gain new creditworthy retail and business clients, given also
Municipal's limited track record in underwriting these segments;
(2) Municipal's limited economies of scale, need for investments in
technology and inflexible cost base that will remain a burden over
the next 12-18 months; and (3) ongoing pressure on Municipal's
profitability because of the low returns from its business with
Bulgarian municipalities and margin compression on lending in light
of the low interest rate environment in Europe and high
competition, while the bank manages down a high problem loan ratio
and assets acquired in foreclosure.

Municipal returned to profitability in 2018, with a net income of
BGN6.8 million after posting a loss of BGN0.6 million in 2017.
However, income for 2018 was boosted by mostly one-off net gains on
securities and from sale of foreign currency of BGN40.4 million,
whereas net interest income was BGN22.2 million and net fee and
commission income BGN10 million. Operating and administrative
expenses declined but remained high for the bank's scale at BGN36.9
million in 2018, against BGN39.0 for 2017. The bank's
cost-to-income stood at 53% in 2018, down from 86% in 2017,
reflecting both the significant one-off net gains and the reduction
in expenses.

WHAT COULD CHANGE THE RATING UP/DOWN

An upgrade to Municipal's ratings in the next 12-18 months is
unlikely given the negative outlook. The outlook may be changed
back to stable following a sustained improvement in profitability
and competitiveness, along with a longer history of operating under
the new business model as well an improvement in the bank's
asset-quality, through a reduction in problem loans and real estate
assets, and conservative underwriting of new loans.

Municipal's ratings could be downgraded if the bank's competitive
position and therefore its risk-adjusted profitability does not
sustainably improve and the bank is not able to improve its asset
quality. A deterioration in the bank's solvency or a higher risk
appetite resulting from the bank's new strategy would also have
negative rating implications.

Changes in the bank's liability structure, mainly a material
increase in its reliance on bank or secured funding, may reduce the
uplift provided by Moody's Advanced LGF analysis and result in a
downgrade of the bank's ratings.

LIST OF ALL AFFECTED RATINGS AND ASSESSMENTS

Issuer: Municipal Bank AD

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed b2

Baseline Credit Assessment, Affirmed b2

Long-term Counterparty Risk Assessment, Affirmed Ba2(cr)

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

Long-term Counterparty Risk Ratings, Affirmed Ba2

Short-term Counterparty Risk Ratings, Affirmed NP

Long-term Bank Deposit Ratings, Affirmed Ba3, Outlook Negative
Previously Stable

Short-term Bank Deposit Ratings, Affirmed NP

Outlook Actions:

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks published
in August 2018.



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F R A N C E
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NEXANS SA: Egan-Jones Lowers Sr. Unsec. Debt Ratings to BB+
-----------------------------------------------------------
Egan-Jones Ratings Company, on September 6, 2019, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Nexans SA to BB+ from BBB-.

Headquartered in Paris, France, Nexans S.A. is a global player in
the cable and optical fiber industry. The group is active in four
main business areas: buildings and territories, high voltage and
projects, data and telecoms, industry and solutions.




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

PRESTIGEBIDCO GMBH: S&P Affirms 'B' LT Rating, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term ratings on
PrestigeBidCo GmbH, the parent of the German off-price retailer
Schustermann & Borenstein (S&B), and its ratings on the company's
senior secured notes.

S&P said, "We believe that, albeit S&B's strong operating
performance with robust expected credit metrics for the current
rating--including FFO to debt of 16%-19% in 2019-2020--investments
into the business to underpin growth could result in material
releveraging. Our view is supported by our understanding of
management's and Permira's financial policy commitment toallow
debt-funded investments for acquisitions or capex projects that
could drop credit metrics to levels we saw following the buyout,
such as FFO to debt of 12% or slightly lower.. At the same time, we
consider more aggressive dividend recapitalizations as rather
unlikely over the next two years.

"In addition, the 'B' current rating reflects our view that
expected FOCF generation is constrained by high capex investments.
These expenses are needed for required warehouse capacity and IT
capabilities to uphold the success of the company's online
business, leaving no excess cash for debt redemption over the next
two years. Intra-year fluctuations of operating cash generation due
to the material pre financing needs of inventory for the
autumn/winter season also limit our visibility of annual cash
generation at the beginning of the year.

"We positively value the company's growth prospects, with strong
deleveraging potential supported by organic sales and EBITDA growth
of historically 10%-20% per year. This stems from S&B's solid
position within the niche off-price fashion market, notably in the
online segment of the German off-price market for premium apparel
brand products. We expect this positive trend will continue over
the next two to three years, given above-industry growth prospects
of the online segment and increasing overstock at suppliers. This
materialized when S&B achieved an impressive 13% growth in net
sales and more than 20% in EBITDA year-on-year in the first half of
2019, which was somewhat above our expectations."

Moreover, S&P notes that operating margins improved in the first
half of 2019 following somewhat lower margins in 2018. Last year's
margins took a hit from heavy discounting due to sector
overcapacity after adverse weather conditions at the beginning of
the 2018 autumn/winter period. Despite these challenges, S&B
effectively managed its inventory pre-funding risk; the group
cleared stock levels efficiently, showed strong earnings growth,
and posted still-positive FOCF after all lease-related payments
last year. In comparison, the FOCF generation of peers in the
Northern European apparel retail market suffered materially more
last year.

S&B enjoys several competitive advantages that have resulted in
long-term supplier relationships and in-depth knowledge of the
German off-price market. The company benefits from the customer
trend of purchasing apparel increasingly through online channels,
boosting the group's competitive advantage over store-based
retailers. In addition, the company's loyal, affluent, and
invitation-only customer base, with above-average spending power,
enables favorable operating margins compared with other pure online
players. These advantages make S&B also an important channel for
premium apparel retail suppliers to sell overstock timely and
discretely, due to the closed membership pool, also giving S&B
access to an attractive stock mix for customers at beneficial
prices. This includes the ability to offer the current season's
goods at discounted prices as part of its overall product mix.
S&B's offering provides an important channel for premium-brand
retailers to reduce their less-liquid stocks.

S&P said, "We take into account the company's high seasonality of
its earnings and cash flows, with about 40% of EBITDA generated in
the last quarter of the year. Seasonality in cash generation is
even higher because of S&B's intra-year working capital
requirements, which is typical for the off-price apparel segment
due to the inventory funding needs prior to the important
autumn/winter season. We also see as a rating constraint the
company's relatively small scale within the retail sector and its
geographic concentration to its German home market, representing
about 84% of earnings. This, in our opinion, could limit S&B's
ability to weather any unfavorable changes in the underlying market
fundamentals compared with larger brick and mortar retail peers,
such as the fashion retailer Tendam Brands (which generates more
than 50% of earnings outside its home market of Spain).
Furthermore, we consider the discretionary nature of premium
apparel consumer spending, potentially resulting in considerable
segment volatility through the economic cycle, in our view.

"The stable outlook reflects our expectation that S&B will continue
to expand significantly over the next two to three years,
underpinned by its well-established online business with
above-industry average growth prospects. We estimate that S&B will
post S&P Global Ratings-adjusted EBITDA of about EUR90
million-EUR95 million in 2019, supporting debt to EBITDA of just
below 4.0x and FFO to debt of about 16%-17%. We anticipate that S&B
will generate no material FOCF, calculated after deducting all
lease related payments. Our stable outlook also incorporates a
possible releveraging, while FFO to debt should not weaken to
materially less than 12% to fund opportunistic growth investments
through capex investments or acquisitions.

"We could upgrade the group over the next 12 months if the company
and owner committed to more moderate expansionary capex spending
coupled with a financial policy that clearly sustains the expected
stronger credit metrics, with FFO to debt staying above 15% and
debt to EBITDA materially below 5.0x. Any upgrade would also
require the preious successful operating track record to continue,
coupled with rising EBITDA scale to allow a smoothening of
intra-year cash flow volatility and material positive reported FOCF
generation on annual basis after accounting for all lease-related
payments.

"We consider a downgrade as unlikely in the next 12 months. We
could, however, lower the rating on S&B if management's growth
strategy faltered, resulting in overall lower earnings than our
base-case estimates, if accelerated spending on working capital and
capex depress cash generation, or if the company adopts a more
aggressive financial policy with sizable debt-financed acquisitions
or material dividends." This could result in a prolonged
deterioration of credit metrics that may include FFO to debt
weakening to materially less than 12% or FOCF, calculated after
deducting all lease-related payments, turning sustainably negative.

SENVION GMBH: Inks Standstill Agreement with Roblon
---------------------------------------------------
As reported in Company Announcement no. 5/2019 of April 12, 2019,
Roblon suffered major losses as a result of the financial
difficulties of German wind turbine manufacturer Senvion, one of
Roblon's largest customers.  In April 2019, Senvion embarked on a
process aimed at reconstructing the group's business.

Roblon has calculated its preliminary claims under the contract
with Senvion.  They comprise costs incurred due to reduced
production at Senvion's blade factory and non-performance of the
agreed minimum purchases in the first year of the three-year
project contract period (April 2018 to April 2019).

In a press release dated August 28, 2019, Senvion announced that it
had received several offers for substantial parts of the group.  A
conclusion with respect to the offers [was] expected on September
10, 2019.  Senvion further announced that its financial situation
had improved.

With the assistance of a German attorney, Roblon has sought to
secure payment of its claims and has been in dialogue with Senvion
over the past few weeks.  This has resulted in Senvion's
acknowledgement of claims in the equivalent amount of USD3.6
million, provided that Roblon refrains from further legal action.
Accordingly, a standstill agreement has been concluded effective
until October 4, 2019.

For now, the concrete outcome for Roblon of this agreement with
Senvion is subject to significant uncertainty, and Management has
therefore not revised its guidance for the financial year 2018/19,
as set out in the interim report at June 27, 2019, of revenue in
the region of DKK270 million and a loss before tax of DKK20
million.




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N O R W A Y
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NORWEGIAN AIR: Says Bondholders Look Set to Accept New Debt Terms
-----------------------------------------------------------------
Victoria Klesty at Reuters reports that Norwegian Air said on Sept.
11 it had a preliminary indication that enough bondholders will
accept the amended terms it has sought for an extension on repaying
two of its bonds.

According to Reuters, the loss-making budget airline asked
bondholders on Sept. 2 for up to two more years to pay back US$380
million of unsecured debt, the latest attempt to shore up its
finances.

The airline said it had confirmation from its financial advisors of
"reasonable visibility of the receipt of positive voting
undertakings and proxies representing more than 2/3 of the total
voting bonds relating to NAS07 and NAS08", Reuters relates.

It added that the calculation of the number of votes is preliminary
only and remains subject to potential adjustments, Reuters notes.

Norwegian Air said on Sept. 10, it would propose to change the
premium payable in connection with voluntary repayment, known as a
call, for NAS07 and NAS08 bonds, Reuters states.

A bondholders' meeting will take place on Sept. 16, when the final
result will be announced, Reuters discloses.




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S E R B I A
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BELGRADE CITY: Moody's Affirms Ba3 Issuer Rating, Outlook Now Pos.
------------------------------------------------------------------
Moody's Public Sector Europe changed to positive from stable the
outlooks on the City of Belgrade, the City of Novi Sad, and the
City of Valjevo. Moody's has also affirmed the Ba3 long-term issuer
ratings of Belgrade and Novi Sad and the B1 long-term issuer
ratings of Valjevo. At the same time, Moody's has affirmed Belgrade
and Novi Sad's baseline credit assessment of ba3, and the b1 BCA of
Valjevo.

The change in outlook and the affirmation of the ratings follows a
similar action on the Serbia government's Ba3 bond rating on the
6th of September 2019.

RATINGS RATIONALE

RATIONALE FOR OUTLOOK CHANGE TO POSITIVE AND RATING AFFIRMATION

The outlook change reflects the improving operating environment in
Serbia, as reflected by the positive outlook on the sovereign
rating. Moody's believes that the country's improved real growth
prospects will benefit the cities' income stream and will result in
growing proceeds from shared taxes and central government
allocations for Serbian cities. As a result, Moody's expects
Belgrade and Valjevo's fiscal performance to remain sound with a
gross operating balance (GOB) at 12%-14% of operating revenue in
2019-20, while Novi Sad will maintain its strong GOB at around 25%
of operating revenue over the same period.

Moody's views the creditworthiness of all three cities as closely
linked to that of the sovereign, as Serbian local governments
largely depend on revenues that are linked to the sovereign's
macroeconomic and fiscal performance. In Serbia, half of municipal
revenue is derived from shared taxes (mostly personal income tax)
collected within their jurisdiction. Another 10-15% of municipal
operating budgets comprise fiscal transfers, mostly non-earmarked
and formula-based.

The rating affirmations on Belgrade, Novi Sad, and Valjevo reflect
the cities' sound financial fundamentals and good budgetary
management, as evidenced by their high self-funding capacity and
declining debt burden.

Belgrade's rating is underpinned by its declining and manageable
direct debt burden at 44% of operating revenue at year-end 2018 and
its crucial role as the capital city and the country's largest
economic hub, accounting for almost 40% of national GDP. In
addition, the city's limited borrowing requirements and tight
control over its municipal sector, will contribute to stabilise its
net direct and indirect debt at around 50% of operating revenue in
the next two years (against 67% in 2016).

The ratings of Novi Sad and Valjevo are supported by declining and
low debt levels (16% and 3.5% of operating revenue, respectively)
and adequate liquidity, which mitigates Novi Sad's foreign-currency
exposure. Novi Sad's Ba3 rating also takes into account the city's
important role in the national economy as the second largest city
in the country which supports its revenue base, as well as its
greater institutional capacity and its comparatively stronger
fiscal management practices than Valjevo.

WHAT COULD MOVE THE RATING UP/DOWN

An upgrade of the sovereign rating would lead to upward pressure on
Belgrade, Novi Sad, and Valjevo's ratings, associated with a
continuation of the cities' good financial and debt metrics.
Moreover, any improvement in the local governments' expenditure
flexibility and ability to raise additional own source revenues
would be positive.

Although unlikely given the recent outlook change to positive from
stable, a deterioration of the sovereign credit strength would
apply downward pressure on Belgrade, Novi Sad and Valjevo's ratings
given the close financial, institutional and operational linkages
between the two tiers of governments. In addition, any significant
deterioration in the operating margins of the cities and a
significant increase in their debt exposure would exert downward
pressure on the current ratings.

Sovereign Issuer: Serbia, Government of

GDP per capita (PPP basis, US$): 17,555 (2018 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 4.3% (2018 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 2% (2018 Actual)

Gen. Gov. Financial Balance/GDP: 0.6% (2018 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: -5.3% (2018 Actual) (also known as
External Balance)

External debt/GDP: 60.9% (2018 Actual)

Level of economic development: Moderate level of economic
resilience

Default history: At least one default event (on bonds and/or loans)
has been recorded since 1983

SUMMARY OF MINUTES FROM RATING COMMITTEE

On September 05, 2019, a rating committee was called to discuss the
rating of the Belgrade, City of; Novi Sad, City of; Valjevo, City
of. The main points raised during the discussion were: The systemic
risk in which the issuer operates has materially decreased.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Regional and
Local Governments published in January 2018.



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S P A I N
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ABANCA CORPORACION: S&P Alters Outlook to Pos. & Affirms BB+/B ICR
------------------------------------------------------------------
S&P Global Ratings said that it revised to positive from stable its
outlook on Abanca Corporacion Bancaria S.A. and affirmed its
'BB+/B' long- and short-term issuer credit ratings on the bank.

The rating action reflects the recent steady improvements in
Abanca's underlying profitability, which is becoming more aligned
with higher rated peers'. S&P said, "It also reflects our view that
Abanca's business and financial risk profiles could improve if the
bank continues enhancing its efficiency and returns. Although we
anticipate economic softening in Europe and "low for longer"
interest rates, the operating environment in Spain is set to remain
more supportive than in peer countries." This should support Abanca
as it continues expanding its earnings generation capacity and
addressing its poor efficiency.

Following the lifting of the bank's term sheet restrictions at
end-2016, Abanca has resumed volume growth--particularly in
targeted small and midsize enterprises (SMEs) and consumer
segments. These segments can offer higher margins and stronger
returns than residential mortgages, Abanca's traditional business
line. As of end-June 2019, Abanca's total SME and corporate lending
accounted for about 43% of the total loan book, whereas residential
mortgages accounted for about 44%. This shift in credit balance is
allowing the bank to better cover its large operating expenses
base, with its cost to income falling to 83% at end-2018 from more
than 100% between 2014 and 2016. In June 2019, it improved further
to 69%, although this was partly due to some seasonality on the
expenses side.

Abanca is likely to maintain this improving trend over the next
12-18 months, with its cost to income potentially falling to close
to 65% by end-2020. This level is still high on an absolute basis,
but it is closer to the 63% average that we expect for the bank's
peer group. S&P said, "We expect stronger operating revenues,
including higher business volumes and fees and other income
sources, which support our forecasts. Similarly, we anticipate that
Abanca's core earnings will improve to about 0.5% of average S&P
Global Ratings adjusted assets, in line with its domestic and
international peer group."

S&P said, "Abanca's recent inorganic growth also supports our view
of the bank's profitability prospects. In particular, in June 2019,
it integrated Deutsche Bank's private and commercial business unit
in Portugal, as expected. In addition, it will soon integrate Banco
Caixa Geral, the Spanish subsidiary of Portuguese government-owned
Caixa Geral de Depositos S.A. Although not transformational, this
will allow for some further revenue generation capacity and
diversification.

"We expect Abanca will remain adequately capitalized. We note that
Abanca's risk-adjusted capital (RAC) ratio may decline somewhat to
about 7.75%-8.25% by end-2020 from 8.8% at end-2018, pro forma our
improvement of the economic risks we see in Spain following recent
inorganic growth." However, the badwill generated in the
acquisitions and stronger earnings will somewhat offset this
decline.

Furthermore, Abanca continues to benefit from better-than-peers'
asset quality indicators. This is a result of the bank's revamped
risk management, as well as the combination of lower new problem
loan entries, higher recoveries, and some small portfolio sales in
recent years. In particular, at end-June 2019, Abanca's
nonperforming assets (NPAs) represented 5.8% of gross loans,
compared to an estimated 9.4% for the system at end-2018. Abanca's
net NPAs equaled 26% of total adjusted capital, the second best
level among its peer group, at the same date. S&P said, "Although
Abanca now targets riskier consumer and SME segments, we anticipate
that the bank will not loosen its underwriting standards and that
its asset quality metrics will continue comparing well with similar
rated peers'. We forecast that NPAs will fall to about 4.5% of
gross loans by end-2020, versus our 5.5% forecast for the Spanish
banking sector."

S&P said, "Our ratings on Abanca continue to reflect its balanced
funding profile, with retail deposits accounting for 78% of its
funding base at end-June 2019. The bank also benefits from adequate
liquidity, with its liquid assets covering 2.6x short-term
wholesale funding as of the same date, or about 1.3x if we consider
the second series of targeted longer-term refinancing operations
funding as short-term. In addition, Abanca has a strong franchise
in its home market of Galicia, where it holds about 41% of
deposits.

"The positive outlook on Abanca reflects the possibility we could
raise our ratings over the next 12 months. This could happen if the
bank keeps improving its efficiency and its operating profitability
to levels closer to its domestic peers, and if we consider this is
not due to an excessive risk appetite.

The positive outlook also assumes that Abanca will maintain
better-than-domestic-peers' asset quality metrics, with NPAs
falling to about 4.5% of gross loans by end-2020, while maintaining
adequate coverage levels. In addition, S&P anticipates that it will
remain adequately capitalized, with a RAC ratio of about
7.75%-8.25% by end-2020. This includes Banco Caixa Geral in Spain,
which S&P expects will be integrated smoothly in the next few
months.

S&P said, "Our ratings do not incorporate the potential impact from
any possible acquisition on Abanca's business and financial
profile. We note that the bank remains open to considering
different merger and acquisition options. For example, earlier in
2019, Abanca expressed interest in acquiring Spanish Liberbank.

"Therefore, we could revise the outlook to stable if Abanca engages
in acquisitions that we think might impair its financial profile or
pose managerial challenges. We could also revise the outlook to
stable if the bank increases its risk appetite to improve the
profitability of its franchise."

CODERE: S&P Puts 'B' ICR on Watch Neg. on Mounting Refinancing Risk
-------------------------------------------------------------------
S&P Global Ratings placed on CreditWatch negative its 'B' issuer
credit rating on Codere and its 'B' issue rating on its EUR500
million and $300 million senior secured notes.

S&P said, "We placed the ratings on CreditWatch with negative
implications because we consider Codere could find it difficult to
refinance its EUR500 million and $300 million senior secured
facilities, which mature in October 2021. Argentina is two months
away from holding presidential elections, and the political
situation is turbulent, with a high chance that the opposition
candidate, Mr. Alberto Fernandez, could win the election. Although
we understand that once the new government is formed, Codere will
try to refinance its bonds, we see a high likelihood that it will
not succeed over the next six months. If that happens, we would
lower the rating.

"In our base case, we expect operating cash flows to erode in 2019
and 2020 as a result of weakening economic conditions, further
depreciation of the Argentine peso, and capital controls and
limitations on cash flow repatriation for foreign companies in
Argentina. In 2018, Codere generated EUR45 million in unleveraged
free operating cash flow (FOCF) in Argentina and it estimates that
it will generate EUR25 million-EUR30 million in 2019. We anticipate
that Codere will face difficulties in repatriating cash to Europe
for use in servicing its debt obligations."

In 2014, Codere defaulted; it failed to pay EUR31.6 million in
interest on its EUR760 million senior secured notes due to
liquidity problems. At the time, Codere had substantial exposure to
the Argentine market, where it generated about 60% of its
consolidated EBITDA. The market was affected by high inflation,
significant currency devaluation, exchange rate controls, and other
actions that contributed to the emergence of a parallel foreign
exchange market. In addition to the deterioration of the Argentine
business, S&P considers that other factors, such as poor corporate
governance and the previous shareholder's lack of ability to
provide liquidity, contributed to Codere's default.

Codere's current exposure to Argentina is materially lower than in
2013. It generated about 25% of its total EBITDA for the first half
of 2019 there, at current exchange rates, or almost 40% if S&P
calculates it using a constant currency rate based on that
prevailing in 2017 (before devaluation). Given that most of the
other countries in which Codere operates are reporting a solid
performance, S&P anticipates that it should be able to maintain its
S&P Global Ratings-adjusted leverage at below 5.0x, even without
its operations in Argentina.

S&P said, "Based on the latest political news from the country, we
have revised our forecast for Codere's Argentine operations
downward. We now expect reported EBITDA in Argentina to fall to
around EUR55 million-EUR60 million in 2019, rather than the EUR80
million we previously forecast. EBITDA in Argentina was lower than
predicted in 2018, at EUR81 million, rather than EUR100 million; it
had been EUR120 million in 2017. That said, improved performance in
other countries--mainly Mexico, Uruguay, and Spain--should enable
Codere to compensate for much of its lost Argentine EBITDA.

"Under our base-case scenario, we anticipate that Codere will
report about EUR225 million-EUR235 million of unadjusted EBITDA,
causing our adjusted leverage to improve to about 3.6x-4.0x from
4.2x in 2018. Most of improvement stems from a reduction in the
exceptional items such as management transition and restructuring
costs. These had weighed on the 2018 figures, but are estimated to
total only about EUR30 million in 2019. We consider them to be
operating costs, and therefore include them in our calculation of
EBITDA.

"We estimate that Codere will not generate any FOCF in the next two
years, because we assume that it will be unable to repatriate
Argentine cash flows in the fourth quarter of 2019 and in 2020."
Instead, these will be used in Argentina to extend licenses
extensions in 2020 and pay for other operating needs.

Despite the macroeconomic uncertainties, Codere is still one of the
market leaders in the machine-driven gaming industry in its core
operating countries. It is the No. 1 gaming halls operator in the
Province of Buenos Aires and Mexico, and No. 1 casino operator in
Panama and Uruguay. In Spain, Codere is the No. 2 amusement with
prize (AWP) operator, and in Italy it is the No. 3 gaming hall
operator. S&P said, "In assessing Codere's business risk position,
we incorporate the competitive advantage it gains from its scale
and market positioning. This allows it to take advantage of the
difficulties that smaller players face when regulatory requirements
become more stringent. We consider that Codere benefits from
substantial regulatory, financial, and operational barriers to
entry." Operating slot machines requires licenses and investments
in addition to the cost of opening and maintaining the halls.

Codere's significant exposure to Latin American markets, notably
Argentina and Mexico, from where the company derives about 65% of
its EBITDA, continues to constrain our business assessment of
Codere. The geographic mix varies every quarter. However, S&P
expects Codere's exposure to Argentina and Mexico to remain about
60%-65% over the next two-to-three years.

S&P said, "Although we acknowledge the growth potential in these
countries, we see these markets as riskier than Europe because of
their political, foreign exchange, and economic instabilities. In
fact, we recently revised downward our country risk on Argentina to
very high risk from high risk. This weakened the country risk
assessment for Codere, but did not alter our business risk
assessment."

Codere is also subject to significant regulatory changes,
characteristic of the gaming industry as a whole, which could put
pressure on the company's profitability and cash flows. Since the
restructuring process started in 2013, the company has successfully
implemented several efficiency measures, including a significant
headcount reduction, without affecting top-line revenue. By
reducing its operating costs, the company has been able to weather
several adverse regulatory changes in the gaming industry.

Italy, which represents about 6% of the total EBITDA, is now
generating very low profitability (about 5% EBITDA margin),
hampered by the tax hikes and Codere's lack of scale compared with
other players. Its small size constrains its ability to absorb
increased costs.

Spain, which represents about 10% of EBITDA, increased its EBITDA
margin to above 19% from 17%, as adjusted by the company, because
Codere is consolidating its sports betting business in the market.
The lower EBITDA margins in Europe are offset by the 22%-28% EBITDA
margins generated in most Latin American countries.

S&P said, "In our rating on Codere, we incorporate the company's
current lack of hedging against the risk of currency fluctuations
stemming from its exposure to Latin American markets. Even though
it has a solid liquidity cushion of about EUR80 million in cash (of
which EUR5 million-EUR6 million is held in Argentine banks) and a
EUR75 million undrawn revolving credit facility (RCF), the lack of
hedging puts pressure on our profitability and cash flow generation
forecasts.

"The CreditWatch negative placement indicates we are likely to
lower our ratings on the company within the next six months, unless
the company makes substantial progress in addressing the
refinancing of its EUR770 million October 2021 notes. Although we
understand that Codere is already working on the refinancing, all
companies that operate in Argentina face market uncertainties, and
these may force Codere to postpone the refinancing. We will monitor
Codere's refinancing strategies in the next six months and resolve
the CreditWatch placement accordingly.

"We could affirm the ratings and remove them from CreditWatch if
the company refinances its 2021 notes within the next six months."
An affirmation would also depend upon Codere's ability to offset
most of the drop in EBITDA and cash flow from Argentina by
improving performance in all the other countries in which it
operates (especially Spain, Mexico, and Uruguay). This would result
in adjusted debt to EBITDA remaining materially below 5x and enable
Codere to generate positive FOCF.

LECTA SA: S&P Downgrades LT Rating to 'CCC-', Outlook Negative
--------------------------------------------------------------
S&P Global Ratings lowered its long-term ratings on Lecta S.A. and
its senior secured notes to 'CCC-' from 'CCC'. The recovery rating
on the notes is unchanged at '4'.

The downgrade follows Lecta's recent announcement that it has hired
advisors to assist it as it negotiates a restructuring with its
noteholders. In S&P's view, a debt restructuring is likely to
result in a debt write-off.

S&P said, "Our view of the group's liquidity position has not
changed. We still consider Lecta vulnerable to large cash outflows
linked to the potential closing of a coated wood-free (CWF) paper
line at its Condat mill or actions by credit insurers; limited cash
flow generation; and limited availabilities under committed, but
undrawn, credit facilities.

Margins in Lecta's CWF paper sector have been under pressure as
demand has decreased. The structural decline in the industry led to
recent high-profile defaults such as Arjowiggins and Scheufelen,
and has encouraged other peers to convert capacity. For example,
Stora Enso plan to convert its CWF mill in Oulo to packaging
paper.

S&P said, "We regard Lecta's business risk profile as weak and its
financial risk profile as highly leveraged. We forecast that net
debt to EBITDA will be about 6.7x at year-end 2019, funds from
operations (FFO) to debt will be about 8%-10% over 2019-2020, and
free operating cash flow will be negative.

"The negative outlook indicates that we expect Lecta to announce or
sign a debt restructuring agreement in the next six months.

"We would lower the ratings if Lecta signs a debt restructuring
agreement with its noteholders that we view as distressed or if a
payment default becomes inevitable within the next six months.

"An upgrade is unlikely in the next 12 months. We could consider
raising the rating if we no longer view the company's capital
structure as unsustainable or likely to be restructured. We would
also expect Lecta's liquidity to improve. For example, it could
expand its availability under unused committed credit facilities or
achieve stronger cash generation, reducing its vulnerability to
unexpected cash outflows.

"We could also consider an upgrade if it restructures its debt
without a write-down, and improves the company's capital
structure."



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

MHP SE: Fitch Upgrades LT IDRs to B+, Outlook Stable
----------------------------------------------------
Fitch Ratings upgraded MHP SE's Long-Term Foreign-Currency and
Local-Currency Issuer Default Ratings and senior unsecured rating
to 'B+' from 'B'. The rating Outlook is Stable.

Fitch has also assigned MHP Lux S.A.'s prospective new USD300
million-USD350 million bond an expected senior unsecured rating of
'B+(EXP)' with a Recovery Rating of 'RR4' (50%). The assignment of
the final senior unsecured bond rating is contingent on the receipt
of final documents, along with the confirmation of amount, maturity
and pricing in line with its expectations and information already
received.

The rating action reflects an upgrade of the LC IDR and the Country
Ceiling of Ukraine to 'B' from 'B-' on September 6, 2019.

MHP's LC IDR of 'B+' continues to be supported by one notch uplift
from the country's LC IDR, reflecting increasing share of profits
outside of Ukraine as well as MHP's strong business profile with
reasonable scale and vertical integration, both translating into
high operating profitability. The FC IDR at 'B+', rated one notch
above Ukraine's Country Ceiling of 'B', is supported by a strong
hard-currency debt service ratio.

KEY RATING DRIVERS

Sovereign Upgrade Reduces Operating Risks: Fitch expects that
improving macroeconomic stability in Ukraine and reduced domestic
political uncertainty, reflected in the recent upgrade of Ukraine's
IDRs, is likely to result in lower pressure from the local
operating environment.. MHP has demonstrated strong resilience in
its local operations amid a challenging operating environment in
Ukraine in the previous four years. It has also benefitted from a
growing foreign business. The operating environment in Ukraine
remains weak compared with MHP's strong credit profile and still
constrains the rating to the 'B' rating category.

Strong Business Profile: The ratings benefit from MHP's strong
market position as the dominant poultry and processed meat producer
in Ukraine, with larger scale, better access to bank financing and
greater vertical integration than that of local competitors and
other rated peers globally. The company's ability to further expand
and diversify export sales is another driver of MHP's business
profile. In a stronger operating environment and subject to the
removal of execution risks connected to the company's current
investment phase and of liquidity risks, these factors could
support a rating in the low-to-mid 'BB' rating category as per
Fitch's Protein Rating Navigator.

Increasing Diversification: The acquisition of Slovenia-based
Perutnina Ptuj D.D (PPJ) in 2019 is beneficial to MHP's business
profile, with immaterial impact on the financial profile. PPJ has
strong market positions in the Balkan region. It is vertically
integrated from the production of animal feeds and poultry breeding
to poultry and meat processing and enjoys a high share of
added-value products (more than 40% of PPJ's sales). Fitch
estimates that PPJ will represent around 7% of MHP's EBITDA in
2019, enabling the company to generate around two-thirds of its
revenue and EBITDA from export or outside of Ukraine in 2020.

Continued Business Expansion: In 2018 MHP launched the expansion of
its Vinnytsia poultry complex - Phase 2 project with a total capex
of about USD420 million (estimated USD112 million spent in 2018),
with a planned increase of poultry output by around 50% by 2022-23
versus 2017 production volume. MHP has a strong track record of
delivering greenfield projects and Fitch does not expect material
execution risk for the Phase 2 project. Most of increased volumes
are planned to be sold for export, which in conjunction with the
acquisition of PPJ is expected to boost the share of overseas
markets of revenue to around 68% by 2022 from 59% in 2018.

FCF Pressured by High Capex: In addition to elevated capex due to
the Phase 2 project, MHP is likely to invest into PPJ's business in
the medium term. Although no exact investments into the Slovenian
business have been confirmed Fitch conservatively assumes an
additional USD50 million annual capex in PPJ from 2020-2022. This
is likely to lead to negative free cash flow (FCF) generation in
2020 before it recovers to around 5% of revenue by 2022.

Continuing FX Mismatch: FX mismatch continues to weigh on MHP's
credit profile, with debt of USD1.5 billion at end-June 2019 mainly
denominated in U.S. dollars and euros, while domestic operations
accounted for 41% of revenue in 2018. Fitch expects a mild
reduction in FX risks over the medium term as poultry exports
should continue to grow, particularly once the planned extension of
production capacity is completed by 2022. At the same time, MHP's
FC IDR benefits from a strong hard-currency debt service coverage,
which Fitch calculates would improve to 1.5x in 2020 (1.0x in 2019)
in the event of a successful bond issue.

Tight Headroom under Covenants: Based on its updated rating case
projections post 1H19 financial results, Fitch expects MHP to have
tight headroom under its Eurobond debt incurrence covenant of 3x
net debt-to-EBITDA in 2019-2020 (its estimate is 2.9x). Such risks
are mitigated by MHP's flexibility in capex, both for Phase 2 and
PPJ, as well as by the ability to manage working capital
effectively to protect cash flows and avoid a breach. Moreover, MHP
has permitted debt incurrence of up to USD75 million for general
needs, of USD10 million for working capital needs and of USD25
million (under the Eurobond due 2020) for new capital lease
contracts, which should be sufficient to finance the company's
short-term operating needs.

Strong Financial Profile: Fitch expects funds from operations (FFO)
adjusted gross leverage at 3.7x at end-2019 (2018: 3.7x), close to
Fitch's positive sensitivity for the upgrade of the LC IDR of 3.5x.
Fitch estimates that increasing EBITDA from the new capacity
expansion, and PPJ will allow MHP to reduce leverage metrics
sustainably below this threshold from 2020.

Average Recoveries for Unsecured Bondholders: The ratings of senior
unsecured Eurobonds are aligned with MHP's FC IDR of 'B+',
reflecting average recovery prospects given default. Eurobonds are
treated by Fitch as pari passu with MHP's other senior unsecured
debt that is raised primarily by operating companies. There are no
structural subordination issues, as the Eurobond is covered by
suretyships from operating companies that accounted for around 85%
of MHP's EBITDA in 2018.

New Bond Placement: The EUR300 million-EUR350 million bond that is
expected to be placed in September 2019 is guaranteed on a senior
basis by MHP and major operating subsidiaries, and is expected to
include similar covenants to the existing Eurobonds based on the
draft prospectus received. Thus, the expected rating is aligned
with the current senior unsecured ratings on the senior unsecured
notes issued by parent MHP and MHP Lux S.A. Fitch understands from
management that proceeds from the new issue will be used to repay
most of the company's existing short-term maturities (USD330
million as of end-June 2019), including a USD79 million Eurobond
due 2020, along with some longer-term debt. Fitch does not expect
the new issue to have a material impact on gross debt and leverage
ratios.

DERIVATION SUMMARY

MHP has a strong business and financial profile comparable with the
'BB'-rating category, but its LC IDR is constrained by the
operating environment in Ukraine. Currently, the rating is also
held down by current leverage and execution risks connected to the
company's current investment phase and integration of PPJ.
Liquidity risks also weigh on the rating but the planed bond issue
should redress those.

MHP is smaller in business size and has a weaker ranking on a
global scale than international meat processors Tyson Foods Inc.
(BBB/Stable), Smithfield Foods Inc. (BBB/Stable), BRF S.A.
(BB/Stable) and Pilgrim's Pride Corporation (BB/Stable) in global
poultry production. This is balanced by higher profitability than
most peers' and lower leverage than that of lower-rated
international companies in the meat processing sector. MHP's
vertically-integrated business model is similar to Agri Business
Holding Miratorg LLC's (B/Stable), but the ratings of the latter
are constrained by its higher leverage and weaker corporate
governance practices.

KEY ASSUMPTIONS

  - Revenue to grow to USD2.2 billion by 2022

  - EBITDA margin at 23.4% in 2019 (pro-forma for PPJ), trending
towards 25.8% by 2022

  - 6.5% CAGR in chicken meat production volume over 2019-2022,
driven by the expansion of the Vinnytsia complex

  - Average hryvnia/US dollar exchange rate at 28.51 in 2019, 30.22
in 2020, and 32.02 in 2021

  - Revenue from export of poultry products to increase towards
68% of total sales in 2021, absorbing the majority of production
volume growth

  - No government grants or VAT discounts

  - Capex at 9%-13% of sales in 2019-2022

  - Cash held offshore equal to 75% of total cash

  - Dividends of USD80 million a year in 2019-2021

  - Acquisition of the non-controlling 9.4% shares of PPJ by
end-2019

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that MHP Lux S.A. would be considered
a going concern in bankruptcy and that it would be reorganised
rather than liquidated. Fitch has assumed a 10% administrative
claim.

MHP Lux S.A.'s going concern EBITDA is based on 2018 EBITDA
pro-forma for PPJ discounted by 40% to reflect vulnerability to FX
risks and the volatility of poultry, grain and sunflower seeds
prices, as well as costs of certain raw materials. The
going-concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level upon which Fitch
bases the valuation of MHP Lux S.A..

An enterprise value (EV)/EBITDA multiple of 4x is used to calculate
a post-reorganisation valuation and reflects a mid-cycle multiple.
The multiple is same as for Kernel Holding S.A., a Ukrainian
agricultural commodity trader and processor, and is unchanged
relative to its previous review.

Fitch does not consider MHP Lux S.A.'s pre-export financing (PXF)
facility as fully drawn in its analysis. Contrary to a revolving
credit facility (RCF), there are several drawdown restrictions on
the PXF, and the availability window is limited to only part of the
year. Senior unsecured Eurobonds and unsecured bank loan creditors
are structurally subordinated to secured PXF lenders.

The principal waterfall results in a 'RR3' Recovery Rating for
senior unsecured Eurobonds, including the maximum of USD350 million
new bond. However, the Recovery Rating is capped at 'RR4' due to
the Ukrainian jurisdiction where the majority of assets and
operations are located. Therefore, the senior unsecured Eurobonds
are rated 'B'/'RR4'/50%.

RATING SENSITIVITIES

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

For LC IDR:

  - Improved operating environment in Ukraine, for example,
reflected in a higher sovereign LC IDR

  - Reduction in MHP's dependence on the local economy as measured
by some decrease in the share of domestic sales in revenue without
impairing profitability materially

  - In both cases, an upgrade would be subject to maintaining
adequate liquidity and FFO adjusted gross leverage sustainably
below 3.5x (Navigator median for BB is 4x).

For FC IDR:

  - Upgrade of MHP's LC IDR in conjunction with a hard-currency
debt service ratio above 1.5x over the next two years, as
calculated in accordance with Fitch's methodology "Rating
Non-Financial Corporates Above the Country Ceiling"

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

For LC IDR:

  - FFO adjusted gross leverage above 4.5x and FFO fixed-charge
cover below 2.5x on a sustained basis

  - Negative FCF margin on a sustained basis

  - Liquidity ratio below 1.2x on a sustained basis

  - Downgrade of Ukraine's LC IDR to 'B-' or below if not mitigated
by Fitch's application of more than one notch rating uplift for
MHP. The latter would be justified by increased share of profits
generated outside of Ukraine together with MHP's business and
financial profiles remaining strong.

For FC IDR:

  - Hard-currency debt service ratio below 1x over following 12
months

  - Downgrade of MHP's LC IDR

LIQUIDITY AND DEBT STRUCTURE

Improved Liquidity: As of October 1, 2019, on a pro-forma basis
following the issue of the new USD300 million-USD350 million
Eurobonds, Fitch expects MHP to materially reduce its short-term
debt, including USD60 million of outstanding PXF and USD68 million
of M&A facility used to acquire PPJ. This will leave MHP with ample
liquidity, including USD100 million of undrawn PXF (for sunflower
and soybean oil), to fund its working capital cycle over the next
12 months.

MHP SE: S&P Affirms 'B' LT Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit and
issue ratings on MHP SE and existing senior unsecured notes. S&P
also assigned its 'B' issue rating to the proposed senior unsecured
notes.

S&P said, "The affirmation reflects our view that low chicken
fillet prices in Europe and high staff costs in Ukraine will weigh
on profitability. However, we expect S&P Global Ratings-adjusted
debt to EBITDA of 3.2x-3.7x over the next 12-18 months will remain
within reasonable range of the 'B' rating on Ukraine-based poultry,
grain, and meat producer MHP SE. At the same time, we anticipate
that MHP will generate rising positive FOCF of $130 million-$180
million owing to contained capital expenditure (capex) in the near
term, as we understand that the company decided to postpone until
2022-2023 its investments into line four at the Vinnytsia poultry
complex."

MHP's operating performance was hampered in 2018, with adjusted
EBITDA margins dropping to 25% from about 32% in 2017 and adjusted
debt to EBITDA rising to 3.4x. This was on the back of squeezed
operating margins in the poultry meat segment, caused by the
permanent loss of subsidies for capex investments (announced by the
Ukrainian government in 2017); the high cost of protein to feed
livestock; and rising staff costs in Ukraine, as an increasing
number of workers migrate to neighboring countries in search of
higher living standards. S&P expects low prices for chicken fillets
in Europe in 2019, and anticipate efforts to integrate the recently
acquired (completed in February 2019) poultry producer Perutnina
Ptuj, to prevent MHP's adjusted debt leverage metrics falling below
3.0x by this fiscal year-end, as we previously forecast.

S&P said, "We consider MHP's proposed debt issuance as positive for
the debt maturity profile and the liquidity position, as it
eliminates the level of short-term debt in the capital structure.
We understand that the proposed notes will amount to about $300
million-$350 million, and that the group will use the cash proceeds
to refinance existing short-term debt facilities, including the
remainder of about $79 million (from the $500 million original
amount) of the senior unsecured notes maturing in April 2020. We
note that, despite a higher reported net debt leverage at
fiscal-year 2019 following the debt-funded acquisition of Perutnina
Ptuj, MHP has remained in compliance with its financial covenants
on senior debt which are incurrence-based only.

"The rating also reflects our expectation that MHP will continue to
pursue a significant production-capacity-expansion program over the
coming years, while continuing to pay dividends. We also understand
that the group aims to continue consolidating the poultry sector.

"Our 'B' rating on MHP continues to encompass our view that the
group successfully passes our sovereign stress test, including a
transfer and convertibility (T&C) scenario assessment, enabling us
to rate it one notch above the 'B-' long-term sovereign foreign
currency rating on Ukraine. Our rating on MHP is capped at one
notch above the T&C on Ukraine, owing to its export-oriented
business and the fact that a substantial proportion of the group's
physical assets (about 90%) are based in the country. If MHP did
not pass the T&C scenario assessment, we would cap the rating on
MHP at the level of the T&C assessment of Ukraine.

"The stable outlook reflects our view that despite pressured
profitability, MHP will be able to benefit from continued good
volume-growth prospects in its key export markets, thanks to
increased production capacity. We think this, combined with lower
capex spending as the company progresses with its capital
investment program at the Vinnytsia poultry complex, should also
enable it to maintain adjusted debt to EBITDA of 3.2x-3.7x over the
next 12-18 months, while posting positive FOCF of $130 million-$180
million.

"We would lower the ratings on MHP if we observed continued
pressure on poultry prices in Europe, combined with significant
operational headwinds in its Ukrainian business or major
integration problems with Perutnina that would constrain the
group's cash flows in the next 12-18 months. This would likely put
pressure on the group's free operating cash flow generation, while
pushing adjusted leverage metrics to about 4.0x with no prospects
for a rapid improvement.

"We would also lower the ratings on MHP if we lowered our T&C
assessment on Ukraine. Although the group successfully passed our
stress test on a foreign currency sovereign default, we note that
the issuer credit rating on MHP is capped at one notch above that
on Ukraine. Therefore, if the T&C assessment on Ukraine was one
notch lower, we would lower the ratings on MHP."

Rating upside is remote in the near term, because it is contingent
on a combination of two factors:

-- A higher assessment of MHP's stand-alone credit profile (SACP);
and

-- A higher T&C assessment for Ukraine.

S&P said, "We could consider revising upward our assessment of the
group's SACP if we see MHP managing to generate funds from
operations (FFO) to debt of 30%-45%, with EBITDA interest coverage
rising above 6.0x. We see this as unlikely, because the company is
investing in increasing its production capacity and geographical
diversification. Under such a scenario, an upgrade is also
contingent on a higher T&C assessment on Ukraine. This is because
our issuer credit rating on MHP is capped at one notch above that
on Ukraine."




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

BBD PARENTCO: Fitch Assigns B(EXP) LT IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings assigned the used vehicle marketplace BBD Parentco
Limited a first-time expected Long-Term Issuer Default Rating of
'B(EXP)' with a Stable Outlook. Fitch has also assigned a senior
secured rating of 'B+(EXP)'/'RR3' to first lien debt facilities
issued by BBD Bidco Limited.

The assignment of the final IDR and instrument ratings is subject
to completion of TDR's acquisition of BCA Marketplace PLC with
final terms and conditions materially conforming to Fitch's
expectations.

BCA's 'B(EXP)' IDR is supported by the company's robust business
model with market-leading positions as an integrated auto service
provider in the UK and Europe. Its central position in the used car
value chain provides multiple sources of fee income with limited
price risk and strong underlying free cash flow generation.
Value-accretive services such as vehicle buying and partner
financing enhance profitability and support the group's expected
deleveraging.

However, the ratings are constrained by BCA's highly leveraged
capital structure. Fitch expects opening funds from operations
(FFO) adjusted gross leverage to be 8.5x in FY20 (March 2020)
before trending to below 7x by FY23. Fitch also expects FFO fixed
charge coverage to remain around 1.7x-2.0x. These credit metrics
are weak for the 'B' rating category.

KEY RATING DRIVERS

High Leverage Constrains Rating: Fitch estimates that BCA's gross
financial leverage will be above 8.0x on a FFO adjusted basis
following the proposed transaction. This is very high for a 'B'
issuer and is typically associated with a lower 'B' or below
rating. However, Fitch believes that the company can support the
aggressive opening leverage given the strength of the business
model and underlying free cash flow generation. GBP1.24 billion of
term debt is being raised as part of TDR's acquisition of BCA.

Superior Cash Flow Characteristics: BCA has historically displayed
good EBITDA stability and conversion of cash flow, similar to much
higher rated companies. BCA's low working capital requirements and
limited ongoing capex support positive free cash flow. Fitch
assumes that the company will not pay dividends over the rating
horizon, and will undertake modest bolt-on acquisitions over time.
BCA's business model is resilient against the more volatile new car
sales volumes, as its revenues are based on the much larger used
car market. Large falls in new car sales will be muted by the much
larger size of the used car market in which BCA operates.

BCA's EBITDA margin is limited by its WeBuyAnyCar (WBAC)/Outsource
Solutions growth, where the entire car value is recognised in
revenue. However, the purchasing operations drive additional
volumes through the whole BCA operation and thereby generate
additional fees through auction, logistics and ancillary services.

Strong Market Position: BCA's market leading positions (around 2.5x
larger than nearest competitor), density of auction networks across
the UK, large land availability and in-house logistics capabilities
serve as strong competitive advantages against new entrants. BCA's
integrated business model means that it benefits from fees across
the automotive value chain, generating diversified revenue streams
from preparation, logistics, vehicle buying (WBAC) and financing of
vehicles on top of the core fees generated from operating car
auctions. This positions BCA at the centre of the used car market
and supports its stable cash flows, as well as providing a large
pool of vehicle data that informs BCA's valuation models.

Resilient Used Car Market: The automotive market in the UK and
Europe remains solid with expected growth in the total car parc of
around 1.5% per year in the short to medium term. Volatility is
typically lower in used car sales versus new car sales (e.g. over
2008-09, used car sales only fell 6%, versus a new car sales fall
of 19%). In a downturn, BCA is well positioned to benefit as
consumers "trade down" from purchases of new to used cars. Indeed,
BCA managed to grow its volumes and EBITDA during the last downturn
in 2008-09. Platforms such as WBAC are successful in commoditising
the used car market for all participants.

Limited Exposure to Price Risk: BCA's exposure to car price risk is
limited by its data-driven valuation tools that are used across the
UK retail industry and its vehicle retention policies. Most of
BCA's exposure comes through its public-facing car purchasing
operation, WBAC. Cars acquired through this channel are on-sold
through its physical and online auctions, generating additional
sales fees and greater control over supply. Vehicles are held on
balance sheet for an average of 11 days, and BCA limits its working
capital by charging fees for sellers that require faster payments.

Organic Growth Drives Margins: Fitch forecasts BCA's EBITDA margins
to remain above 5% despite growing volumes through WBAC, which is
better positioned than its peers due to its wide presence across
the UK used car market. BCA has invested strongly in technology,
logistics and storage capabilities in the last five years, is able
to generate immediate efficiencies from bolt-on acquisitions and
fill capacity in its logistics businesses. Fitch expects organic
growth of around 7%-8%, driven by growing off-lease agreements with
major car companies, increasing volumes through WBAC and
development of online non-auction sales platforms.

Modest Deleveraging Path: Fitch expects BCA's high FFO adjusted
leverage to reduce below 7x by 2023, driven by its improvement in
FFO. Fitch assumes that gross debt will not be prepaid with the
build-up of the cash balance.

DERIVATION SUMMARY

BCA benefits from a robust business model with a market leading
position in the UK and focus on Europe. Compared to peers in the
automotive service industry, BCA is larger and better integrated
across the value chain that allows for diversified sources of
income and a more resilient financial profile. Its integration of
vehicle buying, partner finance and logistics services is unique
amongst direct peers and results in strong cash flow conversion and
positive free cash flow generation.

The key rating constraint for BCA is its high gross leverage, which
is expected to be 8.5x on a FFO gross leverage basis, following the
acquisition of the group by TDR Capital. According to Fitch's
generic navigator, this leverage relates to a 'ccc+' financial
structure factor rating. Leverage is higher than 'B' category
business services peers such as Irel Bidco S.a.r.l. (B+/Stable),
which typically carry between 5.0x-6.5x.

KEY ASSUMPTIONS

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

  - Average revenue growth of around 9.0% per year (FY19-23),
including organic growth of around 7.5% driven by WBAC and
remarketing volumes, and acquired revenue growth of around 1.5%

  - EBITDA margins stable around 5.4%-5.7% over FY20-23

  - Neutral impact of movements in working capital

  - Capex intensity around 1.3% of sales

  - Bolt-on M&A expenditure of around GBP30 million per year

  - No shareholder distributions

KEY RECOVERY ASSUMPTIONS

  - Its recovery analysis assumes that BCA would be restructured as
a going concern rather than be liquidated in a hypothetical event
of default.

  - BCA's post-reorganisation, going-concern EBITDA reflects
Fitch's view of a sustainable EBITDA that is 15% below the FY19
(end-March 2019) Fitch adjusted EBITDA of EUR172 million. In such a
scenario, the stress on EBITDA would most likely result from loss
of market share or severe competitive pressure.

  - Distressed EV/EBITDA multiple of 5.5x has been applied to
calculate a going-concern enterprise value; this multiple reflects
the group's leading market positions and logistics capabilities as
well as its strong cash conversion and trusted brand.

  - The partner finance facility ranks super senior in the recovery
analysis; it is assumed drawn down at the current level (March
2019) at GBP120 million.

Its calculations using the distressed enterprise value result in a
'RR3' assumption on Fitch's recovery scale, leading to an
instrument rating of 'B+(EXP)', one notch above the IDR.

RATING SENSITIVITIES

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

  - FFO adjusted gross leverage sustainably below 7.0x

  - FCF margin above 2%

  - Sustainable growth in volumes and ability to maintain current
profitability KPIs (reference EBITDA per vehicle above
GBP120/vehicle)

  - EBITDA margins trending above 6%

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

  - FFO adjusted gross leverage remaining above 8.0x by calendar
year end-2020

  - Free cash flow generation trending towards zero

  - Evidence of aggressive shareholder behaviour and/or debt-funded
acquisitions

  - Deterioration of operational performance leading to pressure on
volumes and profitability KPIs (reference EBITDA per vehicle
falling below GBP110/vehicle)

  - EBITDA margins below 5%

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Pro-forma to the transaction, the group is
expected to have opening cash on balance sheet of around GBP50
million. However, Fitch expects the cash buffer to increase over
time as the company's free cash flow generation adds to the balance
sheet. Additionally, the company will have access to an undrawn
GBP150 million revolving credit facility.

Working capital is structurally negative in the remarketing
division, as cash is received from the customer for the hammer
price of the vehicles bought at auction plus fees, before being
remitted to the vendor (net of BCA's fees). Fitch views the working
capital cash outflow in FY19 (-GBP23 million) as exceptional as it
related to an inventory build-up via WBAC in anticipation of Brexit
over the year end.

SUMMARY OF FINANCIAL ADJUSTMENTS

  - Operating leases: Capitalised at a multiple of 8.0x as the
company is based in the UK

  - Factoring: Partner finance facility treated as super senior
debt

  - Preference shares: Sit outside the restricted group; assigned
equity-like credit

CONNECT BIDCO: S&P Assigns Preliminary 'B+' Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigns a preliminary 'B+' rating to Connect
Bidco Ltd. (Inmarsat). S&P also assigned preliminary 'B+' issue
ratings and '3' (65%) recovery ratings to Connect Bidco's proposed
$2.7 billion senior secured term loan B, $1.125 billion senior
secured notes, and $700 million revolving credit facility (RCF).

Finally, S&P placed its 'BB' rating on Inmarsat PLC on CreditWatch
negative, indicating its expectation that it will lower the rating
to 'B+' on the successful closing of the leveraged buyout.

S&P based its rating on Connect Bidco Ltd. (Inmarsat) on the
company's highly leveraged capital structure following its
leveraged buyout. A consortium comprising Apax Partners, Warburg
Pincus, CPPIB, and OTPP has agreed to acquire Inmarsat, funded by a
$2.7 billion senior secured term loan B, $1.125 billion senior
secured notes, and common equity of $2.664 billion. The transaction
is expected to close in the fourth quarter of 2019.

As a result of the buyout, Inmarsat's reported debt will increase
to $3.825 billion from $2.466 billion at year-end 2018. S&P said,
"We forecast that S&P Global Ratings-adjusted leverage will decline
toward 5x by 2021 from an initial peak of 6x in 2019, predominantly
because of significant revenue growth in the in-flight connectivity
(IFC) division, combined with EBITDA margin expansion as more
revenue is based on recurring high-margin air-time, rather than
low-margin installation. The rating also reflects our view that
Inmarsat's business is stronger than peers like Viasat and Hughes,
due to its strong position in the mobility segment and its
profitability."

S&P said, "The final ratings will depend on our receipt and
satisfactory review of all final transaction documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of final ratings. If S&P Global Ratings does not receive
final documentation within a reasonable time frame, or if final
documentation departs from materials reviewed, we reserve the right
to withdraw or revise our ratings. Potential changes include, but
are not limited to, use of loan proceeds, maturity, size and
conditions of the loans, financial and other covenants, and
ranking.

"Although supply should increase from 2022, when we expect
competitors to launch more satellites, most of Inmarsat's forecast
revenues in IFC are already contracted under relatively lengthy
contracts lasting five to 10 years. In addition, we note that
switching costs are high, as IFC antennas cost around $500,000 per
aircraft to install. Therefore, we see limited downside to the
existing base case for this segment.

"We expect capex levels to moderate as the company completes its
Global Xpress (GX) satellite constellation (which provides it with
a high-speed broadband network), and enters a period of lower
replacement capex and success-based capex. The rest of the high
capex requirements in 2019-2020 and increasing interest payments
after the leveraged buyout are expected to lead to negative free
operating cash flow (FOCF) of around $90 million-$110 million in
2019-2020. However, from 2022 onward, capex should fall to less
than $400 million, supported by the future cost of the new
generation GX flex satellites, which will be less than half the
cost of previous GX satellites. We forecast that FOCF could reach
break-even in 2021 and be positive and growing thereafter.

"Inmarsat's fair business risk profile reflects its leading
position and well-known brand in the global maritime satellite
services, as well as its focus on the mobility segment, which we
consider much less exposed to alternative technologies than other
services provided via satellites, such as video and consumer
broadband." In addition, the business benefits from Inmarsat's
well-diversified customer base, relatively high recurring revenue
of about 80%, long five-to-10 year contracts for IFC, and large
committed backlogs and significant switching costs for IFC and
maritime very-small-aperture terminal (VSAT). That said, contracts
are typically shorter than those for fixed satellite services (FSS)
operators such as Eutelsat S.A. and SES S.A. In addition, backlog
and profitability are weaker.

S&P said, "We expect revenue and EBITDA growth to rebound in
2020-2021, led by strong growth in IFC that is already contracted.
We expect Inmarsat to build on its global Ka spectrum band coverage
to expand its leading position in the fast-growing IFC market
outside of North America. In addition, the partnership with
Panasonic Avionics could materially boost IFC revenues by more than
we currently expect. Global Ka-band coverage (which uses the
26.5-40 gigahertz (GHz) segment of the electromagnetic spectrum)
through Inmarsat's GX-dedicated satellites also continues to
attract strong customer demand across the group's core maritime and
government segments. This coverage integrates with the group's
global L-band (frequencies in the 1GHz-2GHz range) coverage,
allowing the group to offer all its customers reliable access to
high-throughput communications. We consider that Inmarsat's sound
in-orbit and on-the-ground infrastructure will enable it to defend
its leading global position in mobile satellite services, despite
increasing competitive pressure from new entrants.

"Nevertheless, we anticipate that Inmarsat's markets and growth
prospects will become increasingly difficult over the long term.
Accrued industrywide competitive pressure started to affect its
maritime division in 2019, causing underlying revenue and EBITDA to
decline. At the same time, the interruption to Inmarsat's
collaboration with Ligado Networks has led the high-margin payments
it was receiving from the U.S. satellite firm to be put on hold,
leading adjusted leverage to increase by around 1x. Although we do
not assume that these payments will resume in our base case, the
resumption of payments would help it reduce leverage
significantly."

Inmarsat has been investing heavily in aviation cabin connectivity
and the group's next-generation satellite fleet. Competitors have
recently launched more high throughput satellites and have
scheduled launches of very high throughput satellites from 2022.
Within a few years, this is likely to change the global balance of
supply and demand and weigh on wholesale capacity prices.

Demand for additional capacity mainly comes from mobility markets,
which are the sole focus of Inmarsat's activities. Competition in
this area is likely to heat up as traditional FSS operators
increasingly turn to this high-volume-growth segment. In addition,
S&P expects that the transition from L-band to Ka-band, combined
with price competition from Iridium on the L-band, will depress
top-line growth in Inmarsat's core maritime segment, somewhat
offset by increasing revenues from existing customers that
transition from lower priced narrowband to higher priced VSAT.

S&P said, "The stable outlook indicates that we expect an improved
revenue mix in aviation to support solid EBITDA growth, allowing
the group to reduce adjusted debt to EBITDA to around 5.5x in 2020
and about 5.1x-5.3x by 2021; free cash flow will likely be close to
breakeven by 2021 as high capex levels moderate.

"We could lower our rating if we expect adjusted debt to EBITDA to
remain sustainably above 6x, combined with significantly negative
FOCF, or if EBITDA cash interest coverage fell to close to 2x. This
could occur because of weaker-than-expected performance in the
maritime division, or following debt-funded bolt-on acquisitions.

"We are unlikely to raise the rating over the next 12-24 months as
we do not anticipate that the group will sustain leverage below 5x
due to its financial sponsor ownership. Additionally, the rating
will likely remain constrained by the group's negative free cash
flow."


EVERSMART ENERGY: Enters Into Administration, Halts Operations
--------------------------------------------------------------
Business Sale reports that Eversmart Energy, a small energy
supplier providing green energy to 29,000 households and small
businesses, has ceased its trading operations and collapsed into
administration.

The company has become the sixth energy supplier in the UK to go
bust this year, and the 13th since the start of 2018, Business Sale
states.  The company, however, did not cite a reason for its
collapse, Business Sale notes.

According to Business Sale, Ofgem, the industry regulator, stepped
in and said it would appoint another energy company to take on
Eversmart Energy's customers, and advised them not to make a switch
until a new provider had been processed.

Eversmart Energy received 225 complaints in the first eight months
of 2019, up from just 55 in the previous year, Business Sale
discloses.  In addition to this, the company was thought to be
incredibly controversial for charging its customers an up-front
amount of roughly GBP1,000 for a year's worth of energy supply,
Business Sale relates.



FOUR SEASONS: H/2 Capital to Take Over Business for GBP400MM
------------------------------------------------------------
Gill Plimmer at The Financial Times reports that Four Seasons,
Britain's second-biggest care home chain, is to be taken over by
the US hedge fund H/2 Capital Partners for an estimated GBP400
million.

According to the FT, the deal will come as a relief to the
government and the industry regulator, the Care Quality Commission,
which has been monitoring the indebted company for more than two
years amid fears that local authorities would have to step in.

Four Seasons houses 16,000 elderly residents in 320 homes and
employs 22,000 people, the FT discloses.

H/2 Capital Partners, a Connecticut based hedge fund, owns much of
the chain's GBP730 million debt and is understood to have agreed to
acquire around 185 of the group's freehold sites, the FT states.

It is also offering a financial guarantee to secure the running of
the remaining 135 homes held on leaseholds until a sale process has
concluded, according to Sky News, which first reported the deal,
the FT notes.

H/2, which is run by the American financier Spencer Haber, had been
tipped as the most likely buyer as it has in effect been in control
since December 2017 when Terra Firma Capital Partners, Four
Season's private equity owner, failed to meet a GBP27 million
interest payment, the FT relays.

Four months ago, Four Seasons appointed the professional services
firm Alvarez & Marsal as administrator to two of FSHC's holding
companies to put the business up for sale, the FT recounts.

H/2, the FT says, is understood to believe that Four Seasons can be
made profitable without the pressure of having to pay debt
interest.

The H/2 deal does not include 24 more profitable care homes, which
are being sold separately by Terra Firma for about GBP200 million
following an acrimonious legal dispute between the financiers,
according to the FT.




MALLINCKRODT PLC: Egan-Jones Lowers Sr. Unsec. Debt Ratings to CCC
------------------------------------------------------------------
Egan-Jones Ratings Company, on September 5, 2019, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Mallinckrodt PLC to CCC from B-. EJR also downgraded
the rating on commercial paper issued by the Company to C from B.

Headquartered in Staines-upon-Thames, United Kingdom, Mallinckrodt
Pharmaceuticals is an Irish–tax registered manufacturer of
specialty pharmaceuticals, generic drugs, and imaging agents. In
2017, it generated 90% of sales from the U.S. healthcare system.


PINEWOOD GROUP: Moody's Downgrades CFR to Ba3, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded to Ba3 from Ba2 the corporate
family rating of Pinewood Group Limited following its refinancing
announcement. The outlook remains stable.

The company plans to raise GBP500 million of new senior secured
notes to repay the currently GBP250 million outstanding notes and
to fund a GBP233.5 million shareholder distribution, with the
balance of proceeds used to fund cash on balance sheet and pay fees
and costs.

The rating action reflects the following interrelated drivers:

The significant de-risking of the business, following the recent
signing of long-term contracts with Disney and Netflix that will
cover 100% of existing stage and other production accommodation
space, removing the need to regularly roll over the typically
8-12-month rental agreements.

The material increase in leverage post refinance as measured by
Moody's-adjusted net debt / EBITDA of around 8x, although the
increase in leverage based on the 45.0% gross loan to value (LTV)
is more modest.

RATINGS RATIONALE

The company has transformed its business risk profile following the
announcement of new long-term contracts with Disney and Netflix.
Only 25% of the company's stage space was on long-term contract in
September 2017, but that will increase to 100% once The Walt Disney
Company Limited (The Walt Disney Company (A2 stable)) and Netflix,
Inc. take all of the 100% of the available stages at Pinewood
Studios and Shepperton Studios, respectively. The new leases with
an average unexpired contract length of more than ten years to the
first break provide far greater certainty of cash flow. However,
the significant tenant concentration is a risk despite the strong
credit worthiness of the tenants and their dominant competitive
position within their industry.

While the material improvement in business profile allows for
additional debt capacity, the spike in Moody's-adjusted net debt /
EBITDA post refinancing to around 8x from 4.2x as of June 2019 is a
key credit negative. Moody's expects deleveraging to be slow given
some cash will likely be used for funding development.

The company's gross LTV currently stands at 41.3% , as measured by
the GBP250 million outstanding note and the October 2017 GBP605
million third-party external valuation. The company will continue
to carry its properties at their historic gross cost of GBP250
million on its balance sheet but as part of the refinance the
company obtained an updated external valuation of GBP1.1 billion,
equating to an increase in gross LTV to 45.0% pro forma for the
refinancing. The 82% uplift in property value over two years far
surpasses the typical growth Moody's has seen in other commercial
real estate sectors, although some of the uplift is due to the new
contracts, additional land acquisition and planning permission for
Shepperton studios. While Moody's takes some comfort from the
uplift in value, it also believes that leverage measured on a net
debt / EBITDA basis remains a key credit consideration for
specialised assets with very few comparables in the real estate
investment market.

Governance risks Moody's considers in Pinewood's credit profile
include a more aggressive financial policy pursued by the company
following its planned refinance as suggested by the higher
tolerance for leverage and material shareholder distributions.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects its expectation that the company will
continue to generate stable cash flows and maintain adequate
liquidity and a balanced growth strategy. The outlook assumes that
London will maintain its global attractiveness as a destination for
big budget productions.

FACTORS THAT COULD LEAD TO AN UPGRADE

  - Continuing to grow in scale and diversification while reducing
tenant concentration, and building a track record of executing on
its business plans.

  - Moody's-adjusted net debt/EBITDA is sustained below 7x, with a
commitment to adhere to financial policies that sustain the lower
leverage.

  - Moody's-adjusted fixed charge coverage ratio above 3x.

FACTORS THAT COULD LEAD TO A DOWNGRADE

  - Moody's-adjusted net debt/EBITDA above 9x for a sustained
period.

  - Moody's-adjusted Fixed charge coverage ratio is below 2x for
prolonged periods.

  - If the company increases its development activities beyond
Moody's current expectations.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was REITs and Other
Commercial Real Estate Firms published in September 2018.

COMPANY PROFILE

Pinewood Group Limited owns, rents and develops large-scale filming
facilities set over 416 acres, with approximately 1.9 million
square foot (sq.ft.) of space spread across 34 stages, three HD TV
studios, workshops, offices and 12 acres of backlot (outdoor)
space. More than 90% of the company's roughly GBP87 million in
annual revenue and GBP46 million of EBITDA (as at LTM Jun-19) is
generated from its two main campuses near London, Pinewood and
Shepperton Studios. Pinewood is a private company owned since
October 2016 by PW Real Estate Fund III LP. The fund is advised by
Aermont Capital, an independent asset-management business focused
on real estate related investment activities. Since 2007, the
Aermont funds, including PW Real Estate Fund III LP, have received
equity commitments of around EUR6.0 billion in aggregate.

SPORTS DIRECT: Fails to Appoint Auditor, May Face Fine
------------------------------------------------------
The Irish Times reports that billionaire Mike Ashley failed to
appoint an auditor in time for Sports Direct's annual general
meeting on Sept. 11, throwing the UK retailer deeper into chaos.

According to The Irish Times, Sports Direct has been racing to find
a replacement for Grant Thornton, which quit as auditor last month
following the company's delayed posting of annual results because
of a last-minute EUR674 million tax bill.  The big four auditing
firms have turned down the role, citing conflicts of interest, The
Irish Times discloses.

The Sept. 11 meeting was the culmination of a dramatic year for Mr.
Ashley, who lost his 30% stake in department-store chain Debenhams
in April when it was taken over by creditors, The Irish Times
notes.  Since then, he has said he regrets buying unprofitable
retailer House of Fraser last year and has come under fire for
acquiring more struggling businesses despite Sports Direct's own
profit decline, The Irish Times relays.

"The failure to appoint an auditor shows that both Mike Ashley and
Sports Direct's reputation precedes them," The Irish Times quotes
independent retail analyst Richard Hyman as saying.  "They're
difficult, very unconventional and don't play by the rules, so many
firms clearly think that it's not something they want to get
involved in."

Under UK law, Sports Direct can still call on the UK government to
appoint an auditor, The Irish Times states.  Mr. Ashley, The Irish
Times says, must do so within one week, or the company and its
officers could risk a fine.




===============
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
Order a copy today at https://is.gd/fSX7YQ

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
comprehensive reference work, nor as a digest of law. Rather, it is
a down-to-earth guide designed to help lawyers solve everyday
problems--a ready-to-tap source of tested proven methods of
building and maintaining a sound practice.

Mr. Tracy talks at length about developing a client base. He
contends that a firemen's ball can prove just as useful as an
exclusive party at the country club in making contacts with future
clients. He suggests seeking work from established firms as a way
to get started before seeking collections work out of desperation.

In his chapter on keeping clients, Mr. Tracy gives valuable lessons
in people skills: "(I)f a client tells you he cannot sleep nights
because of worry about his case, you will ease his mind very much
by saying, 'Now go home and sleep. I am the one to do the worrying
from now on.'" Rather than point out to a client that his legal
predicament is partly his fault, "concentrate on trying to work out
a program that will overcome his mistakes." He cautions against
speculating aloud to clients on what they could have done
differently to avoid current legal problems, lest they change their
stories and suddenly claim, falsely, that they indeed had done that
very thing. He also advises against deciding too quickly that a
client has no case: "After you have been in practice for a few
years you will be surprised to find how many seemingly desperate
cases can be won."

Mr. Tracy advises studying as the best use of downtime. He quotes
Mr. Chauncey M. Depew: "The valedictorian of the college, the
brilliant victors of the moot courts who failed to fulfill the
promise of their youth have neglected to continue to study and have
lost the enthusiasm to which they owed their triumphs on mimic
battle fields." Mr. Tracy advises against playing golf with one's
client every time he asks: "My advice would be to accept his
invitation the first time, but not the second, possibly the third
time but not the fourth."

Other topics discussed by Mr. Tracy, with the same practical, sound
advice, include fixing fees, drafting legal instruments, examining
an abstract of title, keeping an office running smoothly, preparing
a case for trial, and trying a jury case. But some of best counsel
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
duty to your client to look after his interests as if they were
your own and your professional future depends on your rendering
honest, substantial services to your clients. Every sound lawyer
will tell you that straightforward conduct is, in the end, the best
policy. That kind of advice never ages.

John E. Tracy was Professor Emeritus and Member of University of
Michigan Law School Faculty from 1930 to 1969. Professor Tracy
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 * * *