/raid1/www/Hosts/bankrupt/TCREUR_Public/190927.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Friday, September 27, 2019, Vol. 20, No. 194

                           Headlines



C R O A T I A

3 MAJ: Riejka Court Drops Bankruptcy Proceedings


G E R M A N Y

ADLER REAL ESTATE: S&P Affirms 'BB' ICR Amid ADO Group Takeover Bid


G R E E C E

FRIGOGLASS SAIC: S&P Alters Outlook to Stable & Affirms 'B-' ICR


I T A L Y

MOBY SA: Hedge Funds Ask Court to Start Insolvency Proceedings


K A Z A K H S T A N

BTA BANK: S&P Affirms 'B' Issuer Credit Ratings, Outlook Stable
GRAIN INSURANCE: S&P Affirms 'B' ICR, Outlook Stable
OIL INSURANCE JSC: S&P Affirms B Issuer Credit Rating


N E T H E R L A N D S

EURO-GALAXY BV III: Fitch Rates EUR8.4MM Class F-RR Debt 'B-sf'
EURO-GALAXY BV III: S&P Assigns B- Rating on Class F-RR Notes


S L O V E N I A

ADRIA AIRWAYS: Has One Week to Present Restructuring Plan


S P A I N

LECTA SA: CVC Set to Cede Control of Business to Bondholders


S W E D E N

COMPONENTA FRAMMESTAD: Files Application for Bankruptcy
ERICSSON TELEFONAKTIEBOLAGET: S&P Alters Outlook to Positive


U N I T E D   K I N G D O M

PIZZAEXPRESS: S&P Alters Outlook to Negative & Affirms 'CCC+' ICR
PREFERRED RESIDENTIAL 06-1: S&P Ups FTc Notes Rating to 'CCC+'
THOMAS COOK: Court Starts Condor Investor Protection Proceedings
THOMAS COOK: Polish Unit Goes Into Insolvency Following Collapse
TOGETHER ASSET 2019-1: Moody's Gives (P)B1 Rating on Class E Notes

VALARIS PLC: S&P Cuts ICR to CCC+ on Challenging Market Conditions


X X X X X X X X

[*] BOOK REVIEW: Macy's for Sale

                           - - - - -


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C R O A T I A
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3 MAJ: Riejka Court Drops Bankruptcy Proceedings
------------------------------------------------
SeeNews reports that the commercial court in Riejka said it has
decided not to launch bankruptcy proceedings against Croatian
shipyard 3. Maj after the company proved it has settled all overdue
debt.

According to SeeNews, the court said in a Sept. 25 statement 3. Maj
submitted with the court evidence that its account is no longer
blocked over unpaid debt.

The court's decision comes after the government stepped in to help
troubled 3 Maj avoid bankruptcy and restart production, SeeNews
notes.

In particular, the Croatian Bank for Reconstruction and Development
(HBOR) approved earlier this month a HRK150 million (US$22.2
million/EUR20.3 million) life-saving loan to 3. Maj, supported by a
government guarantee, SeeNews relates.

A condition for the loan approval was that all 3. Maj creditors,
including the state, should agree to postpone until September 1,
2021, the repayment of debt owed to them by the shipyard, SeeNews
discloses.

3 Maj is part of troubled shipbuilding group Uljanik.  The group
includes another major shipyard in Croatia, Uljanik Shipyard, along
with smaller subsidiaries.




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G E R M A N Y
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ADLER REAL ESTATE: S&P Affirms 'BB' ICR Amid ADO Group Takeover Bid
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issuer credit rating on German
residential property owner Adler Real Estate and its 'BB+' rating
on its unsecured debt.

The ratings affirmation follows Adler's announcement that it has
signed a merger agreement to acquire 100% of shares in ADO Group
Ltd., an Israeli listed holding company, which currently owns 38%
in Berlin-based residential company ADO Properties S.A.
(BBB-/Stable/--). The purchase price is about EUR708 million and
represents a 15% discount to the net asset value of ADO Properties
as of first-half 2019 and more than 80% premium to the current
share price of ADO Group.

S&P understands that Adler will fund the transaction using a mix of
equity, cash, and debt. The company plans to raise up to EUR275
million of equity, which is fully guaranteed and backstopped by
Adler's anchor shareholders, and issue about EUR239 million of
unsecured debt. In addition, S&P understands that Adler has signed
the sale of a 75% stake of its Gerresheim development project with
net proceeds of about EUR195 million. The full transaction price is
currently secured by a two-year bridge facility of EUR710 million.

ADO Group, which S&P Maalot currently rates 'ilA', currently has a
38% stake in ADO Properties. ADO Properties owns a portfolio of
about EUR4.4 billion worth of residential properties in Berlin with
an in-place rent of EUR6.81 per square meter and an occupancy rate
of 97.1% as of second-quarter 2019. ADO's portfolio is mainly in
Berlin where demand remains strong and new supply is limited. The
company has a good track record of maintaining high occupancy
rates.

S&P said, "Once the transaction is completed, we understand Adler's
share in ADO Properties through ADO Group will amount to 33%. We
will partially consolidate ADO Properties into our calculation of
Adler's credit measures and fully consolidate ADO Group into Adler.
As a result, the deal will increase Adler's scale from EUR5.0
billion to about EUR6.4 billion, including the remaining retail
assets and the non-yielding development project it expects to
divest in the next few months but excluding announced intended
sales of about 5,800 units at ADO Properties from last week. We
think the portfolios are complementary in terms of asset class and
geography, and benefit from still-favorable demand in German
residential real estate. Overall, the transaction should moderately
strengthen Adler's business risk profile.

"The transaction will not be sufficiently transformative to affect
our assessment of the rating. Adler's business risk profile will
remain constrained by its lower rent levels than the regional
market average, and still significant exposure to smaller cities
with less dynamic economies than larger metropolitan areas. In
addition, our analysis factors in the material minority
shareholders in ADO Properties. For these reasons, although we
expect the transaction to improve Adler's residential portfolio,
our assessment of its business risk profile remains unchanged.

"We forecast that the overall transaction results in credit ratios
that are broadly in line with our previous base case. We believe
that Adler will continue to reduce its leverage to below 65% in the
next six months, including the anticipated equity increase and cash
funding for this transaction.

"We understand that Adler intends to have a majority on the board
of directors of ADO Properties once the transaction is closed.

"The stable outlook reflects our expectation of continued favorable
demand for residential real estate in Germany, translating into
stable cash flow generation and positive revaluation of Adler's
properties. We also note that the company is contemplating various
measures to restore its credit profile, including asset disposals
and equity increases over 2019 and 2020. Over the next year, we
anticipate Adler's S&P Global Ratings-adjusted ratio of debt to
debt plus equity will be 60%-65% and its interest coverage ratio
will improve to at least 1.8x.

"We could consider lowering the rating if, in particular, Adler's
debt to debt plus equity stayed above 65% and its EBITDA interest
coverage ratio stayed below 1.3x, as a result of a delay in
reducing leverage, including through disposals and other corporate
measures, or lower-than-expected revaluation gains. A negative
rating action might also follow the company not being able to
execute on the capital increase and receive sales proceeds as
planned to finance the ADO Group transaction, and therefore
increase leverage to above 65%.

"We would also take a negative action if the company were facing
difficulty in refinancing its upcoming debt maturities well ahead
of time or complying with covenants, resulting in cash restrictions
or a revision of our liquidity assessment."

An upgrade will hinge on Adler's willingness and ability to reduce
its S&P Global Ratings-adjusted ratio of debt to debt plus equity
to well below 60% and achieve an EBITDA interest coverage ratio
materially higher than 1.8x, as a result of significant debt
reduction or higher-than-anticipated operating performance.




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G R E E C E
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FRIGOGLASS SAIC: S&P Alters Outlook to Stable & Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Frigoglass SAIC to stable
from negative, and affirmed its 'B-' rating on the company. At the
same time, S&P affirmed its 'B-' issue rating on the senior secured
first-lien notes due 2021, and its 'CCC+' issue rating on the
senior secured second-lien notes maturing in 2022.

S&P revised the outlook because it considers Frigoglass is
delivering on its business plan. Full-year results for 2018 were
broadly as expected and in the first half of 2019, the company
demonstrated growth in sales and improved profitability, supporting
its cash flow generation.

Since it completed its capital restructuring in October 2017,
Frigoglass has mainly focused on generating organic growth by
extending its customer base. In its commercial operations, it is
taking a more-focused approach by segment and region. It is also
reviewing its manufacturing activities to reduce the cost of goods
sold.

S&P said, "We estimate Frigoglass will report 2019 revenues of
about EUR450 million-EUR460 million, implying 7%-9% year-on-year
growth on a like-for-like basis. As part of an ongoing review of
manufacturing activities to improve productivity and cost
structure, Frigoglass recently disposed of its loss-making glass
operations, Jebel Ali. It also closed its cooler facility in
Greece. We estimate that these changes will cause S&P Global
Ratings-adjusted EBITDA margins to expand by about 50-80 basis
points (bps) during 2019. Our forecasts suggest that revenue and
profitability gains will slow in the second half of the year,
compared with the first half, due to seasonal effects because the
low season comes toward the second half of the year.

"Under our base-case scenario, we factor in higher capital
expenditure (capex) during 2019-2020. Annual investment will be
about EUR30 million, mainly on one-off items related to the
rebuilding of the glass furnace in Nigeria to increase capacity.
These investments will weigh on cash flow generation--we expect
broadly neutral free operating cash flow (FOCF) in 2019-2020, and
moderate improvements thereafter."

Rebuilding the furnace could temporarily hamper the performance of
the company's glass division because it will mean shutting down the
existing furnace for about four months, starting in the first
quarter of 2020. Management does not expect the disruption to be
material because Frigoglass plans to build up some stock toward the
end of 2019 and to arrange with its key customers to shift
production to the second half of 2020.

In our view, the group's high concentration on a few clients,
constrains its business risk profile. For example, the Coca-Cola
bottlers (mainly Coca-Cola HBC and Coca-Cola European Partners)
account for about 60% of total group sales and Coca-Cola HBC alone
accounted for about 45% of 2018 sales within the cooler division.

S&P said, "The industry in which the company operates is fairly
competitive on prices, and we do not expect margins to increase
significantly over the next two years. The company has a track
record of reporting lower operating results that our base case
assumed, because its large exposures to emerging markets that have
suffered economic recession (such as Nigeria and Russia) created
volatility.

"We think Frigoglass is still in a transition phase. It is making
some key changes to its commercial operations to expand the
customer base to include small regional clients. It is also
changing its manufacturing operations to relocate some of its
production and outsource certain activities. These changes are
associated with some execution risks and it will take some time for
Frigoglass to benefit from these actions, in our view."

The group's long-term relationships with some global beverage
brands in soft drinks, breweries, and others (such as Coca-Cola,
Heineken, and SAB Millers) are positive. The group also has a
leading market position in its niche segment of beverage coolers,
and its established manufacturing presence in West Africa offers
Frigoglass the potential to see future long-term growth. Within the
ice cold merchandisers division, the company continues to invest in
technology to provide best-in-class energy consumption and
innovative smart coolers (such as ICOOL and its Hybrid coolers
product range).

S&P said, "In assessing the group's financial risk profile, we
incorporate our forecast that its adjusted debt to EBITDA ratio
will remain below 5.0x for the next 12-18 months. Under our base
case, we anticipate that leverage will fall slowly, mainly owing to
moderate strengthening in the absolute EBITDA value. Our assessment
also anticipates that FFO cash interest coverage will remain close
to 3.0x and FOCF to debt will be below 5%. The next key debt
maturity date will be in December 2021.

"The stable outlook reflects our forecast that Frigoglass'
operational performance should be resilient and that the company
will be able to post an EBITDA margin of about 13.5%-14.5% during
the next 12 months. In our view, the group's profitability will be
supported by organic revenues growth (thanks to better price/mix
and volume), and rationalization of the production footprint and
cost base. In 2019, we expect Frigoglass' FOCF to be broadly
neutral and to gradually improve thereafter. Under our base case,
we assume that the company will maintain an adjusted debt to EBITDA
below 5.0x and FFO cash interest coverage close to 3.0x.

"We could lower the rating if Frigoglass does not deliver on its
business plan, so that, for example, FOCF is significantly weaker
than we currently anticipate. A downgrade could also be trigged by
a material increase in the company's leverage ratio, or if the
group's adjusted FFO cash interest coverage falls below 2.0x.

"We would lower the rating if we considered the company's capital
structure to be unsustainable or if its liquidity comes under
pressure. This could occur if high capital investments do not lead
to growth in the group's top line.

"We could raise the rating if Frigoglass improves the diversity of
its customer base while posting positive material recurring FOCF.
In this scenario, we expect the company to maintain an adjusted
debt to EBITDA below 5.0x, and to commit to a conservative
financial policy.

"Although we consider it remote over the next 12 months, this
scenario could occur if prices strengthen in both the glass and
cooler divisions, capex and working capital requirements are
structurally lower, and the group get material benefits from its
footprint optimization plan."




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I T A L Y
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MOBY SA: Hedge Funds Ask Court to Start Insolvency Proceedings
--------------------------------------------------------------
Antonio Vanuzzo and Irene Garcia Perez at Bloomberg News report
that a group of hedge funds holding bonds sold by Moby SA, the
ferry company linking Sardinia and Sicily with Italy's mainland,
are behind an attempt to force the company into insolvency
proceedings.

Sound Point Capital, Cheyne Capital and York Capital Management are
among the investors who asked a Milan court to start insolvency
proceedings against Moby SpA this month, Bloomberg relays, citing
two people familiar with the matter.

According to Bloomberg, the people said, asking not to be named
discussing private information, the funds want to stop the company
selling ships pledged as guarantees on its debt because they say it
will favor banks over bondholders.

Moby has about EUR155 million (US$170 million) in loans maturing
two years before its bonds come due in February 2023, Bloomberg
discloses.  They said this means proceeds from asset sales will go
first to banks, leaving less collateral for the hedge funds'
holdings, Bloomberg notes.

The company's fleet was valued at around EUR621 million as of June,
Bloomberg says, citing a company earnings statement.

Moby disclosed on Sept. 19 that a group of bondholders had filed an
application for its insolvency in Milan without identifying them,
Bloomberg recounts.

The company, as cited by Bloomberg, said it intends to challenge
the investors' action "by all appropriate means."

The people said the court adjourned the case after a hearing on
Sept. 23, according to Bloomberg.

Moby's loans were provided by a group of Italian banks in
partnership with Goldman Sachs Group Inc. and JP Morgan Chase &
Co., Bloomberg states.

Moby has struggled to post profits amid increasing regulation,
competition and weak freight traffic volumes, Bloomberg discloses.




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K A Z A K H S T A N
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BTA BANK: S&P Affirms 'B' Issuer Credit Ratings, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' long- and short-term
ratings on BTA Bank JSC and Novacom Corp. LLP. The outlook is
stable.

At the same time, following the discovery of an error, it corrected
by raising its national scale ratings on to 'kzBB+' from 'kzBB'.

Novacom and subsidiary BTA Bank represent a group focusing on
repossession, sale, and development of assets of the failed BTA
Bank and its former owners. The group structure is evolving. At
this stage, the main assets comprise a diverse portfolio of assets
including warehouses in Russia, real estate development projects in
Russia and Kazakhstan, banking subsidiaries in Belarus and Ukraine,
a port in Northern Russia, and minority stakes of various
enterprises. Leverage is quite modest with just about 40 billion
Kazahkstani tenge (KZT; $105 million) of debt at mid-2019 compared
with an estimated value of assets of $700 million. Under S&P's
base-case expectations we assume that the group will not increase
debt beyond USD 200 million in the near term. The debt is
predominantly long-term in the form of 10-year KZT-denominated
bonds and liquidity needs are minor, so S&P believes uneven cash
flows from the sale of BTA assets should cover these needs.

S&P said, "Following the discovery of an error in the application
of our criteria, we raised the national scale ratings of BTA Bank
and Novacom to 'kzBB+'. In prior reviews, we incorrectly applied
our "S&P Global Ratings' National And Regional Scale Mapping
Tables," criteria, published Aug. 14, 2017, when we should have
applied our "Methodology For National And Regional Scale Credit
Ratings" criteria, published June 25, 2018. The action reflects the
application of the "Methodology For National And Regional Scale
Credit Ratings" criteria and corrects the error.

"The stable outlook on Novacom and BTA reflect our expectation the
group will continue to gradually reduce its problem assets, with
cash proceeds sufficient to cover its liquidity needs.

"A negative rating action could follow if, contrary to our
expectations, we see the group failing to dispose of repossessed
assets in the next 12-18 months. This would lead to an erosion of
cash cushions and the need to attract additional debt, resulting in
a higher-than-expected loan-to-value ratio. This might also follow
corporate restructurings or the need to support weaker companies
under common control. Underperformance of large projects, including
the new residential real estate development, could also trigger a
negative rating action. We could also lower the ratings if Novacom
raises significant debt at the subsidiary level, deviating from our
base-case scenario and making its debt liabilities structurally
subordinated.

"We consider a positive rating action in the next year unlikely
given the group's short track record. However, we could raise the
ratings if we see the group expanding its cash-generation capacity,
with a stronger-than-expected recovery of assets and fast reduction
of debt."


GRAIN INSURANCE: S&P Affirms 'B' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term insurer financial
strength and issuer credit ratings on Kazakhstan-based Grain
Insurance Company JSC. The outlook is stable.

At the same time, S&P affirmed its 'kzBBB-' national scale rating
on the company.

S&P said, "The stable outlook reflects our expectation that the
company can restore its crop insurance premium volumes over the
next 12 months, allowing it to maintain sound profitability and
capitalization.

"We might take a negative rating action over that period if the
crop insurance business volume remained low, due to increased
competition or delays to regulation, which could weigh heavily on
Grain Insurance's capital."

A positive rating action is remote at this stage, given the
company's modest premium volume and capitalization, its business
concentration, and expected competitive pressures.

S&P said, "We affirmed the ratings because we think that Grain
Insurance will continue playing an important role in Kazakhstan's
crop insurance market, despite ongoing changes to the obligatory
crop insurance product regulation. We also believe that the
company's high capital adequacy and ample liquidity buffers
safeguard it from potential losses from its newly acquired
portfolio of OMTPL insurance."

Grain Insurance's portfolio accounted for about 73% of the crop
insurance market's gross premiums written (GPW) on average in
2014-2018. Since the beginning of 2019, crop insurance regulation
has been changing, however. This led to a contraction of market
premiums by 80% over the first seven months of 2019 compared with
the same period last year.

The company substituted for the drop in crop insurance premiums
with GPW from OMTPL insurance during that period. Nevertheless, S&P
expects most premiums will again come from agricultural insurance
once the new obligatory crop insurance product regulation takes
effect. Grain Insurance accounted for 51% of the crop insurance
market's GPW as of Aug. 1, 2019.

Under the new regulation, insurance prices will likely increase
materially but so will claim payments. In addition, insurance
procedures will become more digitalized, including online sales and
the use of satellite imaging in the claim settlement process. The
state is expected to continue subsidizing half of the insurance
premiums, with insurance remaining mandatory for farmers that
request state support for investment projects and field works. S&P
said, "As a result, we expect crop insurance will become more
attractive for insurers and clients, which may lead to intensifying
competition. We expect, however, that Grain Insurance can retain
its premium volume, since it has significant expertise in this
market, unlike other local insurers."

Grain Insurance's capital of around Kazakhstani tenge (KZT) 5.2
billion ($13.6 million) on Aug. 1, 2019, is small in a global
comparison. However, its capital adequacy significantly exceeded
the 'AAA' confidence level under our risk-based capital model at
year-end 2018. The company's regulatory solvency margin of 3.36x on
Aug. 1, 2019, was significantly higher than the regulatory minimum.
S&P said, "We expect the company's capital adequacy to stay solid
over the next 12 months, despite our forecast that its net combined
(loss and expense) ratio might increase to 90%-100% in the next two
years from around 73% on average in 2014-2018. This is mainly due
to the company's involvement in OMTPL, where it has limited
expertise. Investments in OMTPL infrastructure also explain the
growth of the company's expenses, which more than doubled over the
first seven months of 2019 compared with the same period of 2018.
We assume Grain Insurance's net premiums earned will be roughly
flat in 2019 and increase by around 5% over the next two years."

Grain Insurance's investment portfolio comprises speculative-grade
deposits at local banks with average credit quality in the 'BB'
category.

S&P sees the company's liquidity as exceptional, with our liquidity
ratio of 500% at the end of 2018 (meaning that stressed liquid
assets are 5x higher than stressed liabilities).


OIL INSURANCE JSC: S&P Affirms B Issuer Credit Rating
-----------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term insurer financial
strength and issuer credit ratings on Kazakhstan-based JSC Oil
Insurance Co. (NSK). The outlook is stable.

At the same time, S&P affirmed its 'kzBBB' national scale rating on
the company.

The stable outlook reflects S&P's view that the company can restore
its business volume and underwriting performance over the next 12
months, allowing it to maintain its current capital adequacy and
comply with regulatory capital requirements.

S&P could lower its ratings over that period if NSK's:

-- Regulatory solvency margin did not improve to comfortably above
the regulatory minimum, which could happen if real estate assets
continue to be deducted from regulatory capital or the company
suffered from large underwriting or investment losses;

-- Competitive position weakened, as shown for example by a
further material decline in premium volumes signifying loss of the
market share; or

-- Investment strategy were to change, resulting in the average
asset quality declining to the 'B' category or lower.

S&P said, "We see a positive rating action in the next 12 months as
highly unlikely, taking into account the company's weak business
risk profile and still-low capital in absolute terms.

"We consider that NSK's competitive position remains constrained by
its relatively small premium base and volatile operating
performance. We also believe the company's small capital size in a
global comparison and exposure to high-risk assets are constraining
its financial risk profile."

NSK's market share in Kazakhstan's P/C sector by gross premium
written (GPW) was 3% as of Aug. 1, 2019, ranking it at No. 8 in the
market. S&P said, "We expect the company will gradually restore its
premium volume and underwriting performance over the next 12
months, while continuing its focus on motor insurance, which
accounted for 54% of its overall GPW on the same date. We believe
the company can avoid any further material regulatory sanctions
since it has taken corrective actions and all regulatory
restrictions were lifted at the end of 2018."

NSK's ownership structure changed in June 2019, with the Alzhanov
family acquiring the equity stake of Russian shareholders and thus
consolidating all the company' shares. S&P expects the change in
ownership won't influence the company's overall strategy, aimed at
profitable growth and improving underwriting performance, because
the Alzhanov family has always been closely involved in the
company's decision-making process.

NSK's capital of around Kazakhstani tenge (KZT) 6.7 billion (about
$17 million) on Aug. 1, 2019, is relatively small in a global
comparison. S&P said, "That said, we expect the company's capital
adequacy under our capital model will gradually improve and
regulatory solvency margin increase to around 1.5x by the end of
2019 from 1.26x on Aug. 1, 2019. In our forecast, we assume a
decline of net premium earned by around 25% in 2019, which is a
delayed effect of the business contraction last year. We anticipate
premiums growth of around 5% annually in the subsequent two
years."

S&P said, "We anticipate that NSK's net combined (loss and expense)
ratio will increase to around 100% in 2019 from 93% last year due
to the decline of net earned premiums and increased expenses to
attract clients that left the company while its licenses were
frozen. We expect the ratio will improve to around 98% in the next
two years NSK's business volume increases. We assume that the
company's dividends won't exceed 40% of net profit over the next
two years."

NSK is highly exposed to speculative-grade bonds, deposits, and
real estate assets, which exceeded its total adjusted capital on
Aug. 1, 2019, as well as high exposure to foreign currency risks
due to material unhedged open currency position.

That said, S&P views NSK's liquidity as adequate, with its
liquidity ratio of 163% at the end of 2018 implying that stressed
liquid assets are 1.63x higher than stressed liabilities.




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N E T H E R L A N D S
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EURO-GALAXY BV III: Fitch Rates EUR8.4MM Class F-RR Debt 'B-sf'
---------------------------------------------------------------
Fitch Ratings assigned Euro-Galaxy III CLO B.V. Refinancing Notes
final ratings, as follows.

EUR67,000,000 Class A-R-RR: 'AAAsf'; Outlook Stable

EUR153,000,000 Class A-RR: 'AAAsf'; Outlook Stable

EUR9,500,000 Class B-1-RR: 'AAsf'; Outlook Stable

EUR38,500,000 Class B-2-RR: 'AAsf'; Outlook Stable

EUR23,300,000 Class C-RR: 'Asf'; Outlook Stable

EUR20,000,000 Class D-RR: 'BBBsf'; Outlook Stable

EUR23,500,000 Class E-RR: 'BB sf'; Outlook Stable

EUR8,400,000 Class F-RR: 'B-sf'; Outlook Stable

Euro-Galaxy III CLO B.V. is an arbitrage cash flow collateralised
loan obligation (CLO) originally closed in 2014. Net proceeds from
the issuance of new refinancing notes are being used to refinance
the existing rated notes. The collateral portfolio comprises mostly
European leveraged loans and bonds and is managed by Pinebridge
Investments Europe Limited. The transaction features a remaining
1.25-year reinvestment period (scheduled to end in January 2020)
during which Credit Industriel et Commercial will act as junior
collateral manager.

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'
range. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 32.8.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-weighted average recovery rating (WARR) of the identified
portfolio is 67.6%.

Diversified Asset Portfolio

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

Portfolio Management

The transaction features a reimaging 1.25-year reinvestment period
and includes reinvestment criteria similar to other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Cash Flow Analysis

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

Limited Interest Rate Risk

Up to 7.5% of the portfolio can be invested in unhedged fixed-rate
assets, while fixed-rate liabilities represent 2.6% of the target
par. Fitch modelled both 0% and 7.5% fixed-rate buckets and found
that the rated notes can withstand the interest rate mismatch
associated with each scenario.

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated notes.
A 25% reduction in recovery rates would lead to a downgrade of up
to four notches for the rated notes.

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

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


EURO-GALAXY BV III: S&P Assigns B- Rating on Class F-RR Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Euro-Galaxy III
CLO B.V.'s class AR-RR, A-RR (together, the class A notes), B-1RR,
B-2RR (together, the class B notes), C-RR, D-RR, E-RR, and F-RR
notes.

On the September 2019 payment date, the issuer refinanced the
original class A-R-VFN, A-R, B-1R, B-2R, C-R, D-R, E-R, and F-R
notes by issuing replacement notes of the same notional.

The replacement notes are largely subject to the same terms and
conditions as the 2017 notes, except for the following:

-- The replacement class A and B notes have a lower spread over
Euro Interbank Offered Rate (EURIBOR) than the original notes,
while the other replacement notes have higher spreads than the
respective original notes.

-- The portfolio's maximum weighted-average life has been extended
by one year.

-- Trading gains, which the CLO manager has built through trading,
can be leaked as interest proceeds, subject to certain conditions
being met.

S&P's ratings assigned to Euro-Galaxy III CLO's refinanced notes
reflect our assessment of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

S&P said, "In our cash flow modeling, we considered the par value
of all performing securities, and the lower of the applicable
recovery or market value of the currently held defaulted security.
Our analysis also considers actual coupon and spread of the assets
in the portfolio when generating the cash flows.

"In analyzing the credit risk and cash flow, we applied a stable
quality rating approach, as the CLO manager has committed to using
our CDO Monitor model as part of the reinvestment conditions to
monitor the portfolio's quality.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1RR, B-2RR, C-RR, D-RR, E-RR,
and F-RR notes could withstand stresses commensurate with higher
rating levels than those we have assigned. However, as the CLO is
still in its reinvestment phase, during which the transaction's
credit risk profile could deteriorate, we have capped our assigned
ratings on the notes.

"In our view the portfolio is granular in nature, and
well-diversified across obligors, industries, and asset
characteristics when compared to other CLO transactions we have
rated recently. As such, we have not applied any additional
scenario and sensitivity analysis when assigning ratings on any
classes of notes in this transaction.

"The transaction's documented counterparty replacement and remedy
mechanisms (for the bank account provider and custodian) adequately
mitigate its exposure to counterparty risk under our current
counterparty criteria. The transaction also features a form
approved perfect asset swap with J.P. Morgan Securities PLC that
has downgrade provision compliant with our previous counterparty
criteria. As of the August trustee report, the exposure to non-euro
assets swapped under this form approved swap is zero, which we
factored in our analysis. As the form approved swap complies with
our previous criteria, we will factor any future increase in the
foreign exchange exposure in our analysis when monitoring the
transaction.

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.

"We consider that the transaction's legal structure to be
bankruptcy remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class
AR-RR, A-RR, B-1RR, B-2RR, C-RR, D-RR, E-RR, and F-RR notes."

Euro-Galaxy III CLO is a European cash flow corporate loan CLO
securitization of a revolving pool, primarily comprising
euro-denominated senior secured loans and bonds, issued mainly by
European borrowers. PineBridge Investments Europe Ltd. is the
collateral manager and Credit Industriel et Commercial is the
junior collateral manager.

  Ratings List

  Euro-Galaxy III CLO B.V.

  Class      Rating
  AR-RR      AAA (sf)
  A-RR       AAA (sf)
  B-1RR      AA (sf)
  B-2RR      AA (sf)
  C-RR       A (sf)
  D-RR       BBB (sf)
  E-RR       BB (sf)
  F-RR       B- (sf)
  Sub notes  NR

  NR--Not rated.




===============
S L O V E N I A
===============

ADRIA AIRWAYS: Has One Week to Present Restructuring Plan
---------------------------------------------------------
SeeNews reports that Slovenia's Civil Aviation Agency (CAA) has
given troubled flag carrier Adria Airways one week to present a
financial restructuring plan, or face withdrawal of its operational
license.

According to SeeNews, state news agency STA, quoting information
from CAA, reported on Sept. 25 that the plan should be supported
with signed lease agreements for airplanes and an air operator
certificate (AOC).

In a separate report on Sept. 25, STA said that despite the fact
that economy minister Zdravko Pocivalsek has pledged to support
Adria within the legally prescribed limits, the infrastructure
ministry has already prepared a draft law to keep alive Slovenia's
air links with the rest of the world in case of Adria's bankruptcy,
SeeNews notes.  According to SeeNews, the report said the
government could subsidize certain routes.

The economy ministry said earlier this week its options to help out
Adria Airways are limited by the fact that it has already provided
EUR70 million (US$76.5 million) in support to the airline back in
2011 and that the EU laws ban Ljubljana from extending another
state aid to the same company within a ten-year period, SeeNews
relates.

On Sept. 23, US leasing firm AeroCenture terminated the leases of
two Bombardier CRJ900s in Adria's fleet due to payment defaults
accumulation, saying it will do so with its last remaining CRJ 900
aircraft on lease to Adria if the latter does not settle its
payment defaults by Sept. 27, SeeNews discloses.

The news came after Dublin-based Trident Aviation Leasing Service
unilaterally terminating last week its lease agreement with Adria
Airways on two Bombardier type CRJ900 planes, SeeNews notes.

Earlier this month, CAA began a check of Adria Airways' operations
and financial performance causing fears that the airline's
operational license may be withdrawn, SeeNews recounts.  Its
findings will be known by the end of October, SeeNews states.

Adria's financial statements in the past three years might have
been manipulated to cover up its loss and the growing need of fresh
capital, SeeNews relays, citing earlier media reports.




=========
S P A I N
=========

LECTA SA: CVC Set to Cede Control of Business to Bondholders
------------------------------------------------------------
Irene Garcia Perez at Bloomberg News reports that CVC Capital
Partners is set to cede control of Spanish papermaker Lecta to
bondholders after reaching an agreement with creditors.

According to Bloomberg, a group representing a majority of holders
of Lecta's EUR600 million (US$660 million) of bonds agreed to cut
debt by about two thirds while extending their maturity from 2022
and 2023 until 2025.

Lecta said in a statement on dated Sept. 24 that in exchange the
creditors will take over the business from its private equity
owner, Bloomberg relates.

Lecta, Bloomberg says, is seeking to overhaul its balance sheet as
demands for traditional paper products drop.  The company, which
CVC bought in 1999, reported a EUR12.6 million net loss in first
half of the year on weak sales and higher outsourcing costs,
Bloomberg discloses.  Problems in the funding of a conversion
project at its mill in France also contributed to force a debt
restructuring, Bloomberg notes.

According to Bloomberg, under the restructuring agreement, which
still needs to be formally approved, an existing credit facility
will be refinanced or extended, while some of Lecta's bondholders
will provide additional liquidity throughout the process.

As reported by the Troubled Company Reporter-Europe on Sept. 13,
2019, 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 W E D E N
===========

COMPONENTA FRAMMESTAD: Files Application for Bankruptcy
-------------------------------------------------------
Sweden-based Componenta Frammestad AB on Sept. 25 filed an
application for bankruptcy with the local district court.

As told in the half-year financial report 2019, Componenta has
sought to improve the profitability of its business operations in
Sweden and reduce the amount of capital employed in them.  As part
of its measures aimed at improving profitability, the company has
engaged in negotiations on the renewal of its customer contracts.
However, the negotiations failed to reach an outcome that would
have secured profitable business in the future, whereupon
Componenta Frammestad AB decided to file for a bankruptcy.

"We have already made determined efforts to improve the
profitability of Componenta Frammestad AB for a long time, but
because it was not possible to make the operations profitable on a
permanent basis, it was no longer feasible to continue the
company's operations.  The profitability of the company's customer
relationships was poor, and this could not be significantly
improved in negotiations pertaining to renewing the customer
agreements.  In addition, the operations engaged considerable
amounts of capital, the refining level of products was low, and the
majority of the business consisted of the refining and supplying of
castings from outside the Group.  The changes that occurred in
Componenta's group structure resulted in Componenta Frammestad AB's
reduced strategic significance for the Group.  Therefore, in the
future we are able to concentrate on component and series sizes
aligned with our core business as well as developing the diversity
of our service range in Finland by offering cast and machined
components on a one-stop-shop basis. This yields significant
benefits especially for machinery and equipment manufacturers who
seek quality and efficiency from ready-to-install components," says
Marko Penttinen, President and CEO of Componenta Corporation.

Componenta Frammestad AB's restructuring programme was confirmed by
the Skaraborg District Court on July 3, 2017, and the court ruling
gained legal force on July 24, 2017.  In March 2018, the company
paid restructuring debts of around EUR2.3 million to creditors
outside the Group and a salary guarantee to the amount of EUR0.6
million to the Swedish government.  A separate repayment schedule
extending up to 2024 was agreed on for the EUR2.5 million
restructuring debt receivable of Componenta Group's former company
in Turkey.  The repayment schedule was tied to Componenta
Frammestad AB's EBITDA, the annual maximum payment being 25% of
EBITDA.  The repayment of the debt concerned was postponed by one
year in 2019, because EBITDA was negative during the review period
of July 1, 2018 to June 30, 2019, under the repayment schedule.

Componenta Corporation and Componenta Finland Oy have no guarantees
or other securities given on behalf of Componenta Frammestad AB's
liabilities.  Following the bankruptcy of the Swedish subsidiary,
the Group's restructuring debts are reduced by EUR2.5 million to
EUR12.7 million.  Furthermore, the capital loan of EUR 27 million
shown in other reserves in Componenta Frammestad AB's balance sheet
will be removed from Componenta Group's balance sheet following the
bankruptcy.  The bankruptcy of Componenta Frammestad AB will not
jeopardize the equity of Componenta Corporation, Componenta Finland
Oy or Componenta Group.  Furthermore, the bankruptcy will not
jeopardize the ability of Componenta Group to continue as a going
concern. Componenta Frammestad AB will be presented under
discontinued operations in the consolidated financial statements.

Componenta is an international technology company.  Componenta
specializes in supplying cast and machined components to its global
customers, who are manufacturers of vehicles, machines and
equipment.  The company's share is listed on Nasdaq Helsinki.


ERICSSON TELEFONAKTIEBOLAGET: S&P Alters Outlook to Positive
------------------------------------------------------------
S&P Global Ratings revised its outlook on global telecommunications
network equipment vendor Ericsson Telefonaktiebolaget L.M.
(Ericsson) to positive from stable and affirming the 'BB+ long-term
issuer credit and issue ratings on its debt.

The outlook revision reflects progress with Ericsson's cost-cutting
program as well as better revenue growth prospects, which stem from
the ongoing recovery of the mobile network equipment market and a
strong product portfolio after multiple years of extensive research
and development (R&D) initiatives. This could support further
improvements in profitability and FOCF in the coming years.

Since 2017, Ericsson has implemented a comprehensive cost-cutting
plan including headcount reductions of about 15% (compared with
year-end 2016) and the exit of unprofitable customer contracts. In
our view, the elements of Ericsson's turnaround plan concerning
cost reductions and profitability initiatives are nearly complete.
The company achieved run-rate cost savings of SEK10 billion by
year-end 2018. This was particularly evident in the Networks
segment where operating margins (excluding restructuring and as
defined by Ericsson) expanded to about 16% in first-half 2019, up
from about 12% in 2017. Progress with cost savings is also
reflected in gradually declining restructuring charges of SEK2
billion–SEK 4 billion annually in our projections for 2019 and
2020, compared with SEK8.0 billion–SEK9.0 billion per year in
2017 and 2018.

Moreover, Ericsson has completed the planned exit of 42
commercially unviable contracts in the Managed Services (MS)
segment, and addressed 27 out of 45 unprofitable contracts in the
Digital Services (DS) segment as of second-quarter 2019. The
company aims to complete 75% of DS contract reviews by year-end.
Among other factors, this has supported improvements in MS
operating margins to about 6% in first-half 2019 (excluding the
reversal of a provision), from about negative 13% in 2017, and DS
operating margins to about negative 17%, from negative 64% over
this period. The remaining strategy mainly focuses on developing
new sources of revenue growth in the DS and MS segments, as well as
realizing further efficiency gains in DS, which we think could be
margin-accretive over the next two years.

S&P said, "We think Ericsson's topline will increasingly benefit
from the ramp-up of fifth-generation (5G) mobile network
investments that are taking place faster than we previously
expected, as well as the capacity expansion of existing 4G
networks. Although 5G spending will mainly be spurred by the U. S.
and South Korea in 2019, we believe there is increasing visibility
of the roadmap to 5G deployments in several Asian markets that we
expect to follow quickly, notably China and Japan." Market research
firm Dell'Oro currently projects 5% growth in the global radio
access network (RAN) equipment market in 2019, up from a projection
of 2% at the beginning of the year, and a 2% compound annual growth
rate for 2018–2022. This would mark the second year of growth for
the market after 2018, compared with several years of strong
declines prior.

Despite the ongoing cost-reduction plan, Ericsson has increased its
R&D investments to 17%-18% of sales since 2017 to strengthen its
product portfolio, up from 13% in 2016. S&P believes this has
improved the company's competitiveness and helped to stabilize its
market shares. According to Dell'Oro, Ericsson had a RAN market
share of about 31% in Europe in 2018, compared with about 29% two
years earlier, although it clearly remains the No. 2 player behind
Huawei, but before Nokia. Globally, Dell'Oro estimates that
Ericsson gained about one percentage point of market share between
2016 and 2018 to about 29%. This trails Huawei's roughly 31%, but
is ahead of Nokia with about 23%.

This momentum has seen Ericsson's currency-adjusted revenue growth
strongly rebound to 7% in first-half 2019, from negative 20% in
third-quarter 2016, and contributed to a discernable increase in
S&P Global Ratings-adjusted EBITDA margin to about 9% in the 12
months to June 30, 2019, up from negative 4% in 2017. Importantly,
S&P thinks this also raises the prospects for materially stronger
FOCF in 2020, with its base-case forecast of FOCF after lease
repayments now SEK8.5 billion–SEK 10.5 billion (SEK11
billion–SEK13 billion before lease repayments) at constant
currency rates.

Ericsson is currently subject to an investigation by the U.S.
Securities and Exchange Commission and the Department of Justice
into potential noncompliance with the U.S. Foreign Corrupt
Practices Act. The probe has been ongoing for several years and may
result in penalties or fines. S&P said, "At this point, we consider
the case to be an isolated and a nonrecurring incident that does
not detract from our view that Ericsson will see meaningful
improvements in operating trends while maintaining a strong balance
sheet, but we will assess the implications when the proceedings
conclude."

The positive outlook reflects the possibility of a one-notch
upgrade in the next 12 months if continued currency-adjusted
revenue growth and declining nonrecurring items enable Ericsson to
further strengthen its profitability and FOCF in the next 12–18
months.

S&P said, "We could raise the rating if Ericsson's operating
performance continued to improve, resulting in adjusted EBITDA
margins increasing to more than 10% and annual reported FOCF after
lease repayments of more than SEK9 billion on a sustainable basis
in the next 12–18 months. In addition, an upgrade would depend on
Ericsson preserving adjusted debt to EBITDA of below 1.5x and funds
from operations (FFO) to debt of above 60%.

"We could revise the outlook to stable if the recovery of the
mobile network equipment market stalled unexpectedly or if we
observed materially worsening competitive conditions, coupled with
setbacks in Ericsson's transformation process or
higher-than-expected nonrecurring costs. This could cause the
company's profitability metrics and FOCF to fall short of
expectations, and, if not offset by flexibility on shareholder
distributions, lead to only breakeven or negative discretionary
cash flow. In addition, we could revise the outlook to stable if
the pending investigation by the U. S. Department of Justice and
the Securities and Exchange Commission resulted in penalties that
materially weaken the company's strong balance sheet position,
causing its adjusted debt to EBITDA to rise above 1.5x or FFO to
debt to decrease below 60%."




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

PIZZAEXPRESS: S&P Alters Outlook to Negative & Affirms 'CCC+' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on PizzaExpress to negative
from stable and affirmed its 'CCC+' long-term issuer credit rating
on PizzaExpress.

The outlook revision to negative reflects:

-- S&P's expectation of a lack of both earnings growth and
meaningful free operating cash flow (FOCF) generation in the
foreseeable future, as the domestic casual dining market remains
extremely competitive and consumer confidence continues to weaken;

-- The approaching maturity of the existing capital structure,
including the GBP20 million revolving credit facility (RCF;
currently undrawn) due in August 2020. In S&P's opinion, this could
result in liquidity becoming tight, especially around the interest
payment dates in February and August;

-- High debt—S&P's forecast that PizzaExpress' S&P Global
Ratings-adjusted debt to EBITDA will exceed 11x (7.5x excluding the
shareholder loan) over the next financial year, and will remain at
the same level in 2020; and

-- S&P's view that the capital structure has become unsustainable
with such high leverage, and the factors listed above increase the
refinancing risk.

PizzaExpress' operating performance in the U.K. and Ireland
continued to deteriorate over the first six months of 2019, with
accelerated margin erosion and flat like-for-like (LFL) sales
growth. The group's international segment showed strong LFL growth
as recent restaurant openings continue to mature, although the
segment's earnings contribution remains muted. In light of the
overall weak first-half operating results, S&P now expects
full-year reported EBITDA to drop below GBP75 million in 2019, from
over GBP90 million in 2017.

S&P said, "We recognize that management has been recently reducing
growth capital expenditure (capex) to maintain neutral reported
FOCF. However, given our expectation of capex of about GBP30
million-GBP35 million in 2019, if the margin erosion we have
observed over the first half of the year continued over the second
half, FOCF generation could turn negative for the full-year. That
said, we understand that, over the long run, management could
reduce growth capex to stabilize cash flow generation in future
periods.

"In our base case, we do not envision any immediate liquidity
pressures despite the upcoming maturity of the existing GBP20
million RCF, which is currently undrawn. We consider that the
group's GBP37 million cash balance-–as at the second quarter of
2019--and the cash generated from operations will be sufficient to
cover PizzaExpress' liquidity needs over the next 12 months, given
the lack of principal repayments until 2021.

"We project that our calculation of adjusted debt to EBITDA will
remain above 11x in 2019 and 2020 (7.5x excluding the shareholder
loan). We view such leverage as unsustainable in light of the sheer
size of the debt outstanding, combined with the group's challenging
market environment in the U.K. and our forecast of weak earnings in
the foreseeable future.

"The negative outlook on PizzaExpress reflects our expectation that
the group will continue to face a challenging competitive
environment that we anticipate will lead to further margin erosion
and the increase in the refinancing risk associated with its
current capital structure, which we see as unsustainable. At the
same time, we note that the approaching maturity of the RCF--if not
extended until after August 2020-- could weaken the group's
liquidity cover over the next 12 months."


PREFERRED RESIDENTIAL 06-1: S&P Ups FTc Notes Rating to 'CCC+'
--------------------------------------------------------------
S&P Global Ratings raised to 'CCC+ (sf)' from 'CCC (sf)' its credit
rating on Preferred Residential Securities 06-1 PLC's (PRS 06-1)
class FTc notes. S&P has also affirmed its ratings on all other
classes of notes.

S&P said, "The rating actions follow the implementation of our
revised criteria and assumptions for assessing pools of U.K.
residential loans. They also reflect our full analysis of the most
recent transaction information that we have received and the
transaction's structural features.

"Upon republishing our global RMBS criteria following the extension
of the criteria's scope to include the U.K., we placed our ratings
on all classes of notes from this transaction under criteria
observation. Following our review of the transaction's performance
and the application of our republished global RMBS criteria, our
ratings on these notes are no longer under criteria observation.

"After applying our updated residential loans criteria, the overall
effect in our credit analysis results is a marginal decrease in the
weighted-average foreclosure frequency (WAFF) at higher rating
levels. This is mainly due to the loan-to-value (LTV) ratio we used
for our foreclosure frequency analysis, which now reflects 80% of
the original LTV and 20% of the current LTV. The WAFF has
nevertheless increased at lower rating levels following our updated
arrears analysis, in which the arrears adjustment factor is now the
same at all rating levels, reflecting the high level of severe
arrears in this transaction. Our weighted-average loss severity
assumptions have decreased at all rating levels driven by a
reduction in current LTV and the revised jumbo valuation
thresholds."

  Below are the results of the credit analysis:

  Credit Analysis Results
  Rating level WAFF (%) WALS (%)
  AAA        37.35    30.42
  AA           32.26    23.28
  A            29.46     12.08
  BBB        26.30    6.58
  BB           22.84    4.13
  B           21.97    2.48

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

S&P said, "Our ratings on this transaction's notes are capped at
our 'A' long-term issuer credit rating on the bank accounts'
provider, Barclays Bank PLC, following its short-term rating
falling below the documented replacement trigger and its failure to
take the expected remedy action. We have therefore affirmed our 'A
(sf)' ratings on the class B1a, B1c, C1a, C1c, D1a, and D1C.

"Due to structural features, payment of interest and repayment of
principal on the class FTc notes relies entirely on excess spread.
In our view, given the current level of arrears and the
non-conforming nature of the collateral, payment of interest and
repayment of principal on the class FTC notes depends on favorable
business, financial, and economic conditions. Under adverse
economic conditions, the issuer is not likely to have capacity to
meet its financial commitment on the obligation. However, we
consider that the likelihood of repayment of these notes has
improved since closing as the reserve fund (which ranks higher than
payments to class FTc notes) is at target and most of the class FTc
notes' principal has now been repaid. At the same time, and despite
the high level of arrears in the transaction, excess spread has
been consistently generated to mitigate losses in the collateral
and to amortize the class FTc notes. We have therefore raised to
'CCC+ (sf)' from 'CCC (sf)' our rating on this class of notes, in
line with our "Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And
'CC' Ratings," published on Oct. 1, 2012.

"We consider the available credit enhancement for the class E1c
notes to be commensurate with our 'B- (sf)' rating. Unlike the
class FTc notes, which does not benefit from any form of hard
credit enhancement, the class E1c notes' credit enhancement has
marginally increased as the reserve fund remains static.
Additionally, we do not expect this class of notes to experience
interest shortfalls in the short term because there is a
considerable liquidity facility in the transaction, which would
also be available to cover potential interest shortfalls if the
reserve fund were to deplete. We have therefore affirmed our 'B-
(sf)' rating on the class E1c notes in line with our criteria for
assigning 'CCC' category ratings."

The results of S&P's operational and legal risk analysis remain
unchanged since closing.

PRS 06-1 is a U.K. nonconforming RMBS transaction originated by
Preferred Mortgages Ltd.


THOMAS COOK: Court Starts Condor Investor Protection Proceedings
----------------------------------------------------------------
Alexander Hubner and Ilona Wissenbach at Reuters report that
Germany's Condor, which is owned by British travel operator Thomas
Cook, said on Sept. 26 that a Frankfurt court had begun investor
protection proceedings that should allow the airline to be
restructured.

Germany said on Sept. 24, it would guarantee a EUR380 million
(US$419 million) bridging loan for Condor to enable it to continue
flying and save jobs, Reuters relates.

A precondition for the type of investor protection proceedings in
Germany that is being used in the Condor case is that a company is
not yet insolvent and can be saved, Reuters notes.

According to Reuters, Condor said Lucas Floether, who is working on
the wind up of Air Berlin, will supervise the process.

                   About Thomas Cook Group plc

Thomas Cook Group plc was a British global travel group.

As reported by the Troubled Company Reporter-Europe on Sept. 23,
2019, The Financial Times related that Thomas Cook's board said on
Sept. 23 the failure of rescue talks between banks, shareholders
and the UK government meant "it had no choice but to take steps to
enter into compulsory liquidation with immediate effect".  The
collapse of the travel company leaves 21,000 jobs at risk and
150,000 UK holidaymakers stranded abroad, reliant on an effort by
the government's Civil Aviation Authority to put together the
biggest emergency repatriation in peacetime, the FT disclosed.  The
restructuring specialist AlixPartners was appointed to manage the
process, subject to the approval of the court, the FT noted.  The
collapse is a huge blow to Chinese conglomerate Fosun, Thomas
Cook's biggest shareholder, which had proposed to contribute GBP450
million to a rescue package, the FT noted.  Thomas Cook's collapse
comes eight months after it announced it intended to sell its
profitable airline as a means of shoring up its tour operator
business, the FT stated.  However, in May it revealed a GBP1.2
billion net debt pile, the FT said.


THOMAS COOK: Polish Unit Goes Into Insolvency Following Collapse
----------------------------------------------------------------
Reuters reports that Thomas Cook's Polish business Neckermann
Polska said on Sept. 25 it was insolvent as the effects of the
demise of the world's oldest travel firm spread to central Europe,
leaving around 3,600 Polish tourists stuck abroad.

"The Polish unit, despite its stable financial condition, cannot
operate independently without its mother company," Reuters quotes
Neckermann Polska as saying in a statement.

"The problems of our owner on the British and German markets are
the cause of the liquidation of operating activities in many global
markets, including Poland."

                    About Thomas Cook Group plc

Thomas Cook Group plc was a British global travel group.

As reported by the Troubled Company Reporter-Europe on Sept. 23,
2019, The Financial Times related that Thomas Cook's board said on
Sept. 23 the failure of rescue talks between banks, shareholders
and the UK government meant "it had no choice but to take steps to
enter into compulsory liquidation with immediate effect".  The
collapse of the travel company leaves 21,000 jobs at risk and
150,000 UK holidaymakers stranded abroad, reliant on an effort by
the government's Civil Aviation Authority to put together the
biggest emergency repatriation in peacetime, the FT disclosed.  The
restructuring specialist AlixPartners was appointed to manage the
process, subject to the approval of the court, the FT noted.  The
collapse is a huge blow to Chinese conglomerate Fosun, Thomas
Cook's biggest shareholder, which had proposed to contribute GBP450
million to a rescue package, the FT noted.  Thomas Cook's collapse
comes eight months after it announced it intended to sell its
profitable airline as a means of shoring up its tour operator
business, the FT stated.  However, in May it revealed a GBP1.2
billion net debt pile, the FT said.


TOGETHER ASSET 2019-1: Moody's Gives (P)B1 Rating on Class E Notes
------------------------------------------------------------------
Moody's Investors Service assigned provisional long-term credit
ratings to Notes to be issued by Together Asset Backed
Securitisation 2019-1 plc:

GBP[-]M Class A Mortgage Backed Floating Rate Notes due [July
2061], Assigned (P)Aaa (sf)

GBP[-]M Class B Mortgage Backed Floating Rate Notes due [July
2061], Assigned (P)Aa2 (sf)

GBP[-]M Class C Mortgage Backed Floating Rate Notes due [July
2061], Assigned (P)A2 (sf)

GBP[-]M Class D Mortgage Backed Floating Rate Notes due [July
2061], Assigned (P)Baa3 (sf)

GBP[-]M Class E Mortgage Backed Floating Rate Notes due [July
2061], Assigned (P)B1 (sf)

Moody's has not assigned ratings to the GBP [-]M Class R Fixed Rate
Notes due [July 2061], the GBP [-]M Class Z Mortgage Backed Fixed
Rate Notes due [July 2061] and the Residual Certificates.

The portfolio backing this transaction consists of first lien and
second lien UK non-conforming residential loans originated by
Together Personal Finance Limited (not rated) and Together
Commercial Finance Limited (not rated).

On the closing date, TPFL and TCFL will sell the portfolio to
Together Asset Backed Securitisation 2019-1 plc.

RATINGS RATIONALE

The ratings take into account the credit quality of the underlying
mortgage loan pool, from which Moody's determined the MILAN Credit
Enhancement (CE) and the portfolio expected loss, as well as the
transaction structure and legal considerations. The expected
portfolio loss of [7.0]% and the MILAN CE of [24.0]% serve as input
parameters for Moody's cash flow model, which is based on a
probabilistic lognormal distribution.

The portfolio expected loss of [7.0]%: this is higher than other
recent UK non-conforming securitisations and is based on Moody's
assessment of the lifetime loss expectation taking into account:
(i) [27.1]% of the pool consists of second lien mortgages; (ii)
[38.7]% of the loans in the pool are secured by non-owner occupied
properties; (iii) [54.6]% of the loans are interest-only mortgages;
(iv) the current macroeconomic environment and its view of the
future macroeconomic environment in the UK, and (v) benchmarking
with similar transactions in the UK non-conforming sector.

The MILAN CE for this pool is [24.0]%: this is in line with other
recent UK non-conforming transactions and follows Moody's
assessment of the loan-by-loan information taking into account the
historical performance and the following key drivers: (i) the
relatively low weighted-average current LTV of [57.4]%, (ii) the
presence of [63.2]% loans where the borrower is self-employed,
(iii) borrowers with bad credit history with [10.0]% of the pool
containing borrowers with CCJ's; (iv) the presence of [54.6]% of
interest-only loans in the pool and (v) the low weighted-average
seasoning of the pool of [0.4] years.

At closing, the mortgage pool balance consists of GBP [336.1]
million of loans. A non-amortizing Reserve Fund is funded to [2.5]%
of the initial balance of the rated Notes via the proceeds of Class
R Notes. The General Reserve Fund will be split into two
components, a credit component and a liquidity component. The
latter will form the amortizing Liquidity Reserve Fund, equal to
[1.5]% of the principal outstanding of Class A Notes and will be
floored at [1.0]%. Any release amount from the Liquidity Reserve
Fund will form part of the credit component of the General Reserve
Fund. The Liquidity Reserve Fund will stop amortizing if cumulative
defaults are higher than [5.0]% or if the Notes are not called on
the step-up date, the IPD falling in [September 2023]. The credit
component of the General Reserve Fund will be used to cover
shortfalls on PDLs and also interest shortfalls and other senior
fees. The liquidity component of the Reserve Fund is replenished
after interest on Class A Notes while the General Reserve Fund will
be replenished junior to the PDL of Class E Notes.

Operational Risk Analysis: TPFL and TCFL are acting as servicers
and are not rated by Moody's. In order to mitigate the operational
risk, the transaction has a back-up servicer, Link Mortgage
Services Limited (not rated). CSC Capital Markets UK Limited (not
rated) will be acting as back-up cash manager facilitator and will
find a replacement cash manager in case the cash manager, Together
Financial Services Limited (not rated), stops performing its duties
under this role. To ensure payment continuity over the
transaction's lifetime the transaction documents incorporate
estimation language whereby the cash manager can use the most
recent servicer reports to determine the cash allocation in case no
servicer report is available. At closing Class A Notes benefit from
approximately [10] months of liquidity. Also, the most senior Notes
outstanding benefit from principal to pay interest mechanism.

Interest Rate Risk Analysis: At closing, [59.2]% of the pool
balance is linked to SVR, the remaining portion of the pool pays a
fixed rate. The SVR-linked loans will not be swapped and there is
the risk of spread compression. [40.8]% of the pool pays a fixed
rate. To mitigate the mismatch between the fixed-rate assets and
the variable-rate liabilities the Issuer will enter an interest
rate cap with strike [2.5]%. Moody's took the interest rate risk
into account in its cash flow analysis.

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

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
July 2019.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Significantly different loss assumptions compared with its
expectations at close due to either a change in economic conditions
from its central scenario forecast or idiosyncratic performance
factors would lead to rating actions. For instance, should economic
conditions be worse than forecast, the higher defaults and loss
severities resulting from a greater unemployment, worsening
household affordability and a weaker housing market could result in
downgrade of the ratings. Deleveraging of the capital structure or
conversely a deterioration in the Notes available credit
enhancement could result in an upgrade or a downgrade of the
ratings, respectively.


VALARIS PLC: S&P Cuts ICR to CCC+ on Challenging Market Conditions
------------------------------------------------------------------
On Sept. 24, 2019, S&P Global Ratings lowered the issuer credit
rating on Valaris PLC to 'CCC+' from 'B-', and its issue-level
rating on its senior unsecured debt to 'B-' from 'B'.

The 'B-' issue-level rating and '2' recovery rating on Valaris'
unsecured notes are unchanged, reflecting S&P's expectation of
substantial (70%-90%; rounded estimate: 75%) recovery in the event
of default.

The downgrade reflects S&P's view that Valaris' capital structure
has become unsustainable because of a slower-than-expected recovery
in the offshore contract drilling industry. Although Valaris
benefits from the largest offshore drilling fleet worldwide, with a
large proportion of higher specification rigs and jack ups, the
company's meager backlog of $2.4 billion as of mid-year 2019 leaves
it exposed to the depressed market conditions. As a result, S&P
estimates Valaris' debt to EBITDA to be close to 15x in the next 12
to 18 months, improving thereafter as demand for offshore drilling
services continues to recover.

The outlook is negative, reflecting the potential for a downgrade
if S&P envisions a specific default scenario over the next 12
months, including a near-term liquidity crisis or debt exchange S&P
views as distressed.

S&P could raise the rating if it expects leverage to become
sustainable, which would entail FFO to debt near 12% and debt to
EBITDA approaching 5x for a sustained period. This would most
likely occur in conjunction with an industry recovery.




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

[*] BOOK REVIEW: Macy's for Sale
--------------------------------
Author: Isadore Barmash
Paperback: 180 pages
List price: $34.95
Review by Henry Berry

Order your personal copy today at
http://www.beardbooks.com/beardbooks/macys_for_sale.html

Isadore Barmash writes in his Prologue, "This book tells the story
of Macy's managers and their leveraged buyout, the newest and most
controversial device in the modern financial armament" when it took
place in the 1980s. At the center of Barmash's story is Edward S.
Finkelstein, Macy's chairman of the board and chief executive
office. Sixty years old at the time, Finkelstein had worked for
Macy's for 35 years. Looking back over his long career dedicated to
the department store as he neared retirement, Finkelstein was
dismayed when he realized that even with his generous stock
options, he owned less than one percent of Macy's stock. In the 185
years leading up to his unexpected, bold takeover, Finkelstein had
made over Macy's from a run-of-the-mill clothing retailer into a
highly profitable business in the lead of the lucrative and growing
fashion and "lifestyle" field.

To aid him in accomplishing the takeover and share the rewards with
him, Finkelstein had brought together more than three hundred of
Macy's top executives. To gain his support for his planned
takeover, Finkelstein told them, "The ones who have done the job at
Macy's are the ones who ought to own Macy's." Opposing Finkelstein
and his group were the Straus family who owned the lion's share of
Macy's and employees and shareholders who had an emotional
attachment to Macy's as it had been for generations, "Mother
Macy's" as it was known. But the opponents were no match for
Finkelstein's carefully laid plans and carefully cultivated
alliances with the executives. At the 1985 meeting, the
shareholders voted in favor of the takeover by roughly eighty
percent, with less than two percent opposing it.

The takeover is dealt with largely in the opening chapter. For the
most part, Barmash follows the decision making by Finkelstein, the
reorganization of the national company with a number of branches,
the activities of key individuals besides Finkelstein, Macy's moves
in the competitive field of clothing retailing, and attempts by the
new Macy's owners led by Finkelstein to build on their successful
takeover by making other acquisitions. Barmash allows at the
beginning that it is an "unauthorized book, written without the
cooperation of the buying group." But as he quickly adds, his
coverage of Macy's as a business journalist and his independent
research for over a year gave him enough knowledge to write a
relevant and substantive book. The reader will have no doubt of
this. Barmash's narrative, profiles of individuals, and analysis of
events, intentions, and consequences ring true, and have not been
contradicted by individuals he writes about, subsequent events, or
exposure of material not public at the time the book was written.

First published in 1989, the author places the Macy's buyout in the
context of the business environment at the time: the aggressive,
largely laissez-faire, Reagan era. Without being judgmental, the
author describes how numerous corporations were awakened from their
longtime inertia, while many individuals were feeling betrayed,
losing jobs, and facing uncertain futures. Isadore Barmash, a
veteran business journalist and author, was associated with the New
York Times for more than a quarter-century as business-financial
writer and editor. He also contributed many articles for national
media, Reuters America, and the Nihon Kenzai Shimbun of Japan. He
has published 13 books, including a novel and is listed in the 57th
edition of Who's Who in America.



                           *********


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
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Information contained herein is obtained from sources believed to
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