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

                          E U R O P E

          Tuesday, October 1, 2019, Vol. 20, No. 196

                           Headlines



F R A N C E

AIGLE AZUR: French Gov't Calls on Air France to Take on Employees
NOVAFIVES SAS: Moody's Lowers CFR to B3, Outlook Negative


G E R M A N Y

FRESHWORLD HOLDING III: Moody's Assigns B2 CFR, Outlook Stable
FRESHWORLD HOLDING III: S&P Gives Prelim. B LT Issuer Credit Rating


I R E L A N D

MACKAY SHIELDS CLO-1: Moody's Rates EUR9.5MM Class F Notes 'B2'
NORTHWOODS CAPITAL 19: Moody's Gives '(P)B3' Rating to Cl. F Notes


N E T H E R L A N D S

ARES EUROPEAN VIII: Moody's Gives (P)B3 Rating to Class F-R Notes
ARES EUROPEAN VIII: S&P Gives Prelim. B- Rating on F-R Notes


R U S S I A

VOZROZHDENIE BANK: Moody's Raises Deposit Ratings to Ba1


S L O V E N I A

ADRIA AIRWAYS: Files for Bankruptcy, Cancels All Flights


S P A I N

GRUPO ANTOLIN: Moody's Lowers CFR to B2 & Alters Outlook to Stable
GRUPO ANTOLIN: S&P Lowers ICR to 'B', Outlook Negative


U N I T E D   K I N G D O M

GOALS SOCCER: Misses Financial Filing Deadline, Faces Delisting
HARBEN FINANCE 2017-1: Moody's Affirms Ba1 Rating on Class F Notes
JAMIE OLIVER: Owner Paid Himself GBP5.2-Mil. Despite Collapse
MAMAS & PAPAS: Hires Advisers to Explore Sale of Business
RESIDENTIAL MORTGAGE 29: Moody's Affirms Ba3 Rating on Cl. E Notes

THOMAS COOK: Bosses Could be Stripped Off Bonuses
THOMAS COOK: Lawyers Demand Weekly Payments Amid MP Inquiry

                           - - - - -


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F R A N C E
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AIGLE AZUR: French Gov't Calls on Air France to Take on Employees
-----------------------------------------------------------------
Benoit Van Overstraeten at Reuters reports that the French
government will ask Air France to "take into account" the situation
of bankrupt French budget airline Aigle Azur's 1,150 employees,
said a government minister on Sept. 30.

According to Reuters, Elisabeth Borne, the government minister in
charge of both the environment and transport sectors, told RTL
radio "With the secretary of state for Transport Jean-Baptiste
Djebbari, we will meet the Air France executives [today] and we'll
have the opportunity to ask them to take into account the situation
of these employees, pilots included".

"Air France needs to hire people so I have no doubt they will make
offers to the pilots and flight crew of Aigle Azur," Reuters quotes
Mr. Borne as saying.

As reported by the Troubled Company Reporter-Europe on Sept. 30,
2019, Reuters related that the French government said in a
statement French budget airline Aigle Azur was expected to cease
all activities on Sept. 27 after a commercial court rejected
financial rescue offers.  Privately held Aigle Azur was put under
bankruptcy protection on Sept. 2 and halted operations days later,
leaving 19,000 passengers stranded, Reuters disclosed.


NOVAFIVES SAS: Moody's Lowers CFR to B3, Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded to B3 from B2 the corporate
family rating and to B3-PD from B2-PD the probability of default
rating of Novafives S.A.S. Concurrently Moody's downgraded to Caa1
from B3 the instrument ratings of EUR325 million fixed rate Senior
Secured Notes and EUR275 million floating rate Senior Secured Notes
both maturing 2025. The outlook remains negative.

RATINGS RATIONALE

"Moody's decision to downgrade Novafives' ratings by one notch was
triggered by weakening free cash flow generation resulting in an
increase in Moody's adjusted leverage to 9.8x debt/EBITDA at the
end of June 2019", said Oliver Giani, lead analyst for Novafives at
Moody's. "Moody's no longer expects Novafives to meet the trigger
levels previously set for the B2 rating category over the next
quarters", Mr. Giani continues. "With the exception of H2 2018,
Novafives recorded a steady decline in order intake since the peak
level recorded in 2017. A softening industrial environment, which
lead us to change its industry outlook for the global manufacturing
industry to negative from stable only recently, may create
additional challenges for Novafives," he added.

Even taking into account that a EUR15 million restructuring charge
weighs on EBITDA as of June Moody's calculates a leverage of 8.5x,
still materially above the 6.5x expectation set for a higher
rating. Moody's understands that the weakening free cash flow
generation is to some extent the consequence of seasonal working
capital needs which management expects to largely revert during the
second half of 2019, and the consequence of a change in the
contract mix. The B3 rating reflects the expectation that free cash
flow generation will be turned around over the next quarters to
break-even levels.

Novafives' B3 CFR reflects its good geographic diversification as
well as its leading niche market positions and mission-critical
nature of its products with high technological content. This, in
combination with long-standing customer relationships, creates a
barrier to entry for potential competitors. The company increased
its sales during the first six months 2019 with 2.6% growth
year-over-year supported by increasing execution of contracts with
customers in the logistics business. The current order backlog of
EUR1.5 billion provides good visibility for the company to achieve
its guidance for 2019 of stable sales vs. 2018. In addition,
Moody's views the shareholder structure with two anchor
shareholders (CDPQ and PSP) positively since their investment
horizon is geared towards a longer term in accordance with
investment criteria of Canadian Pension Funds. The rating
incorporates the expectation of a supportive shareholder basis.

The negative outlook reflects the challenge that Novafives will be
able to sustainably restore profitability to historical level and
thus to manage credit metrics improving to a level commensurate
with the B3 rating category. This would also require the company to
strengthen the liquidity position, which currently suffers from a
negative free cash flow generation and tight covenant headroom.

Concerned by negative free cash flow generation during the first
six months of 2019 and tight covenant headroom Moody's considers
the company's liquidity position to be weak. As per end of June
2019 Novafives reported a cash balance of EUR110 million but also
drawings of EUR99 million under its EUR115 million revolving credit
facility, part of which is subject to a net leverage covenant of
6.0x for additional drawings. While these liquidity sources,
combined with projected FFO generation, are sufficient to
accommodate working capital swings and cover forecasted capital
expenditures as well as upcoming debt maturities in the next 12
months, Novafives has very little headroom for possible
underperformance. Upcoming debt maturities primarily comprise small
local loans held by operating subsidiaries. No significant debt
repayments are due until 2025 when the company's Notes issued in
April 2018 mature.

STRUCTURAL CONSIDERATIONS

Novafives S.A.S. is the top company in the restricted group and the
reporting entity for the consolidated group. The EUR325 million
fixed rate Senior Secured Notes and EUR275 million floating rate
Senior Secured Notes are secured by share pledges over shares of
Fives S.A., the main operating company, issuer's bank accounts and
intercompany receivables.

The EUR115 million Super Senior RCF is borrowed by Novafives S.A.S
and Fives S.A. The RCF ranks pari passu with all existing and
future senior secured debt and shares the same collateral package,
but benefits from a priority claim in an enforcement scenario. The
Caa1 instrument rating on the senior notes, one notch below the
CFR, reflects the fact that in an enforcement scenario they would
rank behind the RCF.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's would consider a positive outlook, or an upgrade action
should Novafives manage to sustainably improve its adjusted EBITA
margin towards 5% (2.6% per June 2019), reduce its gross adjusted
debt/EBITDA below 6.5x (excluding unrealized gains and losses from
FX) on a sustainable basis, generate meaningful positive FCF and
maintain a solid liquidity profile with sufficient covenant
headroom at all times.

Moody's would consider a further downgrade if the company is unable
to improve its adjusted EBITA margins from the current level of
around 2.5% since this would indicate continued price pressure or
poor contract execution. Likewise, negative FCF for a prolonged
period of time leading to permanently low covenant headroom or a
covenant breach or failure to swiftly reduce leverage from the
current elevated level toward 7.5x debt/EBITDA by year-end 2020 or
a further reduction in liquidity, reflecting both, a reduction in
cash or the inability to fully draw on its EUR 115 million RCF
could trigger a negative rating action.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.

COMPANY PROFILE

Novafives S.A.S is a global industrial engineering group. The
company designs machines, process equipment and production lines
for use in a number of different industries including automotive,
logistics, steel, aluminum, energy, cement, and aerospace sectors.
As of December 31, 2018, Novafives employed approximately 8,700
people and had a network of over 100 operational units in nearly 30
countries. During 2018, the company generated sales of EUR1.95
billion.




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G E R M A N Y
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FRESHWORLD HOLDING III: Moody's Assigns B2 CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating to Freshworld Holding III
GmbH, the holding company for ADCO Umweltdienste Holding GmbH.
Concurrently, Moody's has assigned a B2 rating to the proposed
EUR475 million senior secured Term Loan B as well as the EUR105
million senior secured RCF falling due in 2026, both issued by
Freshworld Holding IV GmbH, an intermediate holding company for
ADCO. The outlook of both entities is stable.

RATINGS RATIONALE

The B2 CFR reflects (1) ADCO's strong market positions with its
well-known brands Dixi and Toi Toi; (2) high barriers to entry into
the market of sanitary route-based services; (3) strong underlying
growth trends supported by stricter regulatory requirements and
hygiene standards; (4) ADCO's competitive advantage in terms of
cost structure achieved by its dense service network reflected in
solid and stable profitability levels; (5) a relatively low cost
sensitivity of ADCO's customers as costs for sanitary services
amount to just a fraction of total project costs; (6) its balanced
exposure to different sub-sectors of the construction industry with
varying cyclicality, leading to compensating effects in times of a
cyclical downturn; (7) its diversified customer base with ADCO's
top 50 customers generating just 4% of revenue; and (8) its
expectation of a disciplined financial policy with no intention to
pay dividends in the foreseeable future or history of sizeable
M&A.

At the same time, the rating is constrained by (1) the group's
elevated leverage following the acquisition of ADCO by funds
advised by Apax Partners with pro forma Moody's adjusted debt /
EBITDA of around 5.5x expected for year-end 2019; (2) its low free
cash flow (FCF) generation in the recent years, resulting from
significant growth capex spending; (3) ADCO's limited regional
diversification with Germany and Poland representing around 61% of
2018 revenue; (4) its strong exposure to the cyclical construction
market, which accounts for roughly 77% of ADCO's revenue; (5) its
relatively small size; as well as (6) possible operational
challenges as a result of tight labor market conditions, which
could make it difficult for ADCO to attract a sufficient number of
drivers for its service trucks.

Pro forma of the transaction ADCO's leverage is high, but Moody's
expects, in line with the management's statements, that
deleveraging will be the focus of the company's financial strategy.
In this context, Moody's does not expect any dividends in the
foreseeable future. Furthermore, in the absence of bigger M&A
targets, Moody's just expects some minor "tuck-in" acquisitions,
comparable to deals in the past, when ADCO acquired smaller
competitors in the single digit million EUR revenue range and
transaction multiples of 3-4x EV / EBITDA (pre-synergies).
Consequently, ADCO's leverage should decrease towards 5.2x in the
next 12-18 months.

OUTLOOK

The stable outlook reflects ADCO's solid business profile including
the company's good market positions with its well-known brands as
well as good prospects to improve its earnings following
optimization measures to be implemented by the new owner. The
stable outlook is based on the expectation of gradual improvement
in key credit metrics driven by operating performance improvement,
supporting a positive free cash flow generation going forward.
Moody's also expects credit metrics to be supported by a prudent
financial policy.

LIQUIDITY

Moody's considers the company's liquidity profile to be good. The
profile is supported by cash balances of EUR10 million (expected at
closing) as well as a EUR105 million revolving credit facility
maturing in 2026. The facility contains a springing net leverage
financial covenant tested only when the facility is more than 40%
drawn. Moody's considers these sources to be sufficient to cover
any seasonality in working capital as well as the company's capex
needs. There are no material debt maturities until 2026, when the
EUR475 million Term Loan B matures.

STRUCTURAL CONSIDERATIONS

The senior secured credit facilities are rated B2 in line with the
CFR as they are the only class of debt in the capital structure.
The credit facilities will be secured, but will only include
security over material intercompany receivables of obligors, shares
in each obligor and material company and bank accounts of each
obligor.

FACTORS THAT COULD LEAD TO AN UPGRADE

Upward pressure on the ratings would build, if (1) Moody's adjusted
leverage moved to below 4.5x, reflecting the company's strong
commitment to deleveraging, (2) adjusted RCF / net debt increases
towards the high-teens % and (3) ADCO further grew its topline and
improved its profitability in its new ownership structure.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Downward pressure on the ratings would evolve, if (1) the company's
leading market positions deteriorated, (2) ADCO failed in reducing
Moody's adjusted leverage to below 5.5X in the coming 12-18 months,
(3) ADCO generated negative adjusted FCF generation (after
dividends) on a sustainable basis and (4) the company's liquidity
profile weakened.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.


FRESHWORLD HOLDING III: S&P Gives Prelim. B LT Issuer Credit Rating
-------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Freshworld Holding III GmbH, the new parent
company, and to Freshworld Holding IV GmbH, its wholly owned
subsidiary. S&P also assigned its preliminary 'B' issue rating and
'3' recovery rating to the proposed term loan B and RCF.

Apax Partners announced on Aug. 5, 2019, that funds it advises were
in exclusive negotiations to acquire a majority stake in ADCO Group
from its existing shareholders. The existing shareholders will
re-invest their remaining 24.9% shareholding. To finance the
transaction, Freshworld Holding IV GmbH, ADCO's new intermediate
holding company, plans to issue a EUR475 million senior secured
term loan B. S&P said, "The investors will make a significant
equity contribution, largely taking the form of preference shares
and shareholder loans, both of which we treat as equity and exclude
from our leverage and coverage calculations. The transaction is
subject to customary regulatory approvals, and we expect it will
close by end of October 2019."

ADCO is the leading service provider in the German mobile
sanitation market with greater than 60% market share in toilet
cabins. It also benefits from leading positions in several other
European countries, such as Poland. The German market accounts for
about half of ADCO's revenues and reported EBITDA, which highlights
its limited geographic diversification. The German market is a
mature market characterized by high awareness and high penetration
of mobile sanitary solutions, leading to moderate growth prospects,
albeit with stability supported by strict regulatory requirements
imposed on construction and event site operators.

S&P said, "The rental-based business model of ADCO Group requires
sizable investment outlays and we view product differentiation as
limited, therefore competition is primarily on price, assuming a
certain service level requirement is met, although some end-markets
such as premium events attribute higher importance to quality. We
believe that the cost position of ADCO is superior to that of local
competitors due to ADCO's large scale (for example, it has 147,000
cabins in Germany versus 3,000-7,000 for a regional player in
Germany), high route density, and broad geographic coverage." These
are important competitive factors because large customers prefer to
work with one provider across the whole country while proximity to
the deployment site reduces transportation and servicing costs,
thus providing economies of scale benefits compared with smaller
players. In addition, ADCO has in-house product development and
manufacturing capabilities, which drive innovation and enhances the
ability of ADCO to adapt more rapidly to changing customer
preferences. ADCO manufactures around 80% of its cabins in-house
and services and retrofits all its own trucks, neither of which are
sold to third parties to preserve the company's competitive
advantage.

Historically, ADCO has pursued an aggressive tuck-in acquisition
strategy, making over 50 acquisitions over the past two decades.
S&P expects the company to continue to make bolt-on acquisitions to
further expand market share, improve route density across Europe,
and continue to add complementary product and service offerings.

In S&P's view, one of the key risks the company faces is that more
than half of its business is tied to the cyclical construction
markets in Germany and its second key market, Poland (over 60% of
2018 revenues). Contracts tend to be project based, short-term in
nature and nonrecurring. However, during the last recession when
construction actively significantly weakened, the company unlike
its closest rated peer, U.S.-based mobile sanitary services
provider USS, which went through a selective default on its term
loan in 2010, was able to efficiently manage its cost base. As a
result, revenues and margins only declined moderately. ADCO's mixed
exposure to residential, nonresidential, infrastructure new build,
and renovation projects also helped mitigate the downturn.
Furthermore, stringent EU regulation means that construction and
event sites have to provide a prescribed level of sanitary services
and noncompliance carries the risk of fines and the immediate
closure of the construction site.

S&P said, "We also note that mobile sanitary services generally
take up only a small amount of the total construction budget, which
we also view as favorable.

"Our assessment of ADCO's financial policy is constrained by its
high leverage after the acquisition by Apax Partners funds. We
project S&P Global Ratings-adjusted debt to EBITDA at about 6.0x by
the end of 2019. In addition, we view the financial policy of
private-equity owned companies as aggressive, since they often
pursue debt-financed acquisitions or shareholder distributions.

"Free operating cash flow (FOCF) has been negative in the past,
although we acknowledge that over the past few years the company
has invested heavily in its cabins, containers, and trucks.
However, we believe the company would have the flexibility to
reduce capital expenditure in a weaker economic environment,
although this could have a long-term impact on service quality and
brand reputation. The additional debt servicing cost following the
acquisition will also add pressure to FOCF. Despite this, we expect
that cost rationalization and operating improvement initiatives
will increase margins and contribute to positive free cash flow
generation.

"The final rating 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 we do not receive final documentation within a
reasonable time frame, or 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, security, and ranking.

"The stable outlook reflects our view that ADCO will maintain its
leading market position in the mobile sanitation industry. Total
revenue growth remains robust, in 3%-6% range, reflecting continued
demand in residential and nonresidential construction end markets,
positive traction in sales initiatives, and ongoing contributions
from bolt-on acquisitions. The adjusted EBITDA margin will benefit
from cost savings, increasing to 27%-28%, enabling positive, albeit
low FOCF generation.

"We could lower the preliminary rating if ADCO underperforms our
forecasts and is unable to implement cost efficiencies.
Furthermore, a downgrade could result if the company experiences a
signification drop in EBITDA margins due to loss of market share or
weakening demand from a more challenging construction industry
environment, resulting in higher leverage and negative FOCF on a
sustained basis. Additionally, if the group undertook material
debt-financed acquisitions, or cash returns to shareholders, we
could also lower the rating.

"We see limited near-term upside potential for the preliminary
rating due to minimal FOCF and relatively high adjusted leverage.
However, if the group experienced stronger-than-expected EBITDA
margin growth, such that our adjusted leverage fell below 5.0x on a
sustained basis, combined with solid and stable positive FOCF, we
could consider a positive rating action."




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I R E L A N D
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MACKAY SHIELDS CLO-1: Moody's Rates EUR9.5MM Class F Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by MacKay
Shields Euro CLO-1 Designated Activity Company:

  -- EUR217,000,000 Class A Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

  -- EUR35,000,000 Class B Senior Secured Floating Rate Notes due
2032, Assigned (P)Aa2 (sf)

  -- EUR21,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)A2 (sf)

  -- EUR24,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Baa3 (sf)

  -- EUR17,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Ba2 (sf)

  -- EUR9,500,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)B2 (sf)

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

RATINGS RATIONALE

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

MacKay Shields Europe Investment Management Limited will manage the
CLO. It will direct the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
four and half-year reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations or credit improved obligations.

In addition to the six classes of notes rated by Moody's, the
Issuer will issue EUR34,300,000 of Subordinated Notes which are not
rated.

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

Methodology underlying the rating action:

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

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

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

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

Moody's used the following base-case modeling assumptions:

Par Amount: EUR 350,000,000

Diversity Score: 40

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.85%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints and eligibility criteria, exposures
to countries with LCC of A1 to A3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below A3.


NORTHWOODS CAPITAL 19: Moody's Gives '(P)B3' Rating to Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Northwoods
Capital 19 Euro Designated Activity Company:

  -- EUR248,000,000 Class A Senior Secured Floating Rate Notes due
2033, Assigned (P)Aaa (sf)

  -- EUR20,000,000 Class B-1 Senior Secured Floating Rate Notes due
2033, Assigned (P)Aa2 (sf)

  -- EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due
2033, Assigned (P)Aa2 (sf)

  -- EUR24,500,000 Class C Mezzanine Secured Deferrable Floating
Rate Notes due 2033, Assigned (P)A2 (sf)

  -- EUR28,000,000 Class D Mezzanine Secured Deferrable Floating
Rate Notes due 2033, Assigned (P)Baa3 (sf)

  -- EUR21,500,000 Class E Mezzanine Secured Deferrable Floating
Rate Notes due 2033, Assigned (P)Ba3 (sf)

  -- EUR11,000,000 Class F Mezzanine Secured Deferrable Floating
Rate Notes due 2033, Assigned (P)B3 (sf)

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

RATINGS RATIONALE

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

Northwoods Capital 19 Euro Designated Activity Company is a managed
cash flow CLO. At least 90.0% of the portfolio must consist of
senior secured loans and senior secured bonds and up to 10.0% of
the portfolio may consist of unsecured obligations, second-lien
loans, mezzanine loans and high yield bonds. The portfolio is
expected to be approximately 70% ramped up as of the closing date
and to be comprised predominantly of corporate loans to obligors
domiciled in Western Europe.

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

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR 32,250,000 of subordinated notes which will
not be rated.

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

Methodology Underlying the Rating Action:

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

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

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

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

Moody's used the following base-case modeling assumptions:

Par amount: EUR 400,000,000

Diversity Score: 45

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 42.50%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints and eligibility criteria, exposures
to countries with LCC of A1 to A3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below A3.




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N E T H E R L A N D S
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ARES EUROPEAN VIII: Moody's Gives (P)B3 Rating to Class F-R Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued by
Ares European CLO VIII B.V.:

  -- EUR1,500,000 Class X Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

  -- EUR279,000,000 Class A-R Senior Secured Floating Rate Notes
due 2032, Assigned (P)Aaa (sf)

  -- EUR45,700,000 Class B-R Senior Secured Floating Rate Notes due
2032, Assigned (P)Aa2 (sf)

  -- EUR27,000,000 Class C-R Senior Secured Deferrable Floating
Rate Notes due 2032, Assigned (P)A2 (sf)

  -- EUR30,800,000 Class D-R Senior Secured Deferrable Floating
Rate Notes due 2032, Assigned (P)Baa3 (sf)

  -- EUR24,750,000 Class E-R Senior Secured Deferrable Floating
Rate Notes due 2032, Assigned (P)Ba3 (sf)

  -- EUR13,500,000 Class F-R Senior Secured Deferrable Floating
Rate Notes due 2032, Assigned (P)B3 (sf)

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

RATINGS RATIONALE

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

The Issuer will issue the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-1 Notes,
Class A-2 Notes, Class B Notes, Class C Notes, Class D Notes, Class
E Notes and Class F Notes due 2030, previously issued on December
15, 2016. On the refinancing date, the Issuer will use the proceeds
from the issuance of the refinancing notes to redeem in full the
Original Notes and to purchase additional assets.

On the Original Closing Date, the Issuer also issued EUR 47.8
million of subordinated notes, which will remain outstanding.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-R Notes. The
Class X Notes amortise by EUR 250,000 over six payment dates,
starting on the 2nd payment date.

As part of this reset, the Issuer will increase the target par
amount by EUR 50 million to EUR 450 million, has set the
reinvestment period to 4.5 years and the weighted average life to
8.5 years. In addition, the Issuer will amend the base matrix and
modifiers that Moody's will take into account for the assignment of
the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is expected to be between 90% and
95% ramped as of the closing date.

Ares European Loan Management LLP will manage the CLO. It will
direct the selection, acquisition and disposition of collateral on
behalf of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four and half-year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk
obligations and credit improved obligations.

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

Methodology Underlying the Rating Action:

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

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

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

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

Moody's used the following base-case modeling assumptions:

Target Par Amount: EUR 450,000,000

Defaulted Par: EUR 0 as of September 6, 2019

Diversity Score: 47

Weighted Average Rating Factor (WARF): 3050

Weighted Average Spread (WAS): 3.67%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 44.5%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints and eligibility criteria, exposures
to countries with LCC of A1 to A3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below A3.


ARES EUROPEAN VIII: S&P Gives Prelim. B- Rating on F-R Notes
------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to Ares
European CLO VIII B.V.'s class X, A-R, B-R, C-R, D-R, E-R, and F-R
notes. At closing, the issuer will also issue unrated subordinated
notes

The transaction is a reset of an existing transaction, which closed
in 2016.

The proceeds from the issuance of these notes will be used to
redeem the existing rated notes. In addition to the redemption of
the existing notes, the issuer will use the remaining funds to
purchase additional collateral and to cover fees and expenses
incurred in connection with the reset. The portfolio's reinvestment
period will end approximately 4.5 years after the reset closing.

The preliminary ratings assigned to the notes reflect S&P's
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.

  Portfolio Benchmarks

  Current
  S&P weighted-average rating factor        2,692
  Default rate dispersion                   529
  Weighted-average life (years)            4.80
  Obligor diversity measure                  96.73
  Industry diversity measure               20.49
  Regional diversity measure                   1.34

  Transaction Key Metrics

  Current
  Total par amount (mil. EUR)                 450  
  Defaulted assets (mil. EUR)               0
  Number of performing obligors                145
  Portfolio weighted-average rating
    derived from our CDO evaluator         'B'
  'CCC' category rated assets (%)            0
  Covenanted 'AAA' weighted-average recovery (%)37.13
  Covenanted weighted-average spread (%)   3.67
  Covenanted weighted-average coupon (%)      4.25

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted average rating of 'B'. We consider that the portfolio will
be well-diversified on the effective date, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
collateralized debt obligations.

"In our cash flow analysis, we used the EUR450 million par amount,
the covenanted weighted-average spread of 3.67%, the covenanted
weighted-average coupon of 4.25%, and the covenanted
weighted-average recovery rates for all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

"We expect that the transaction's documented counterparty
replacement and remedy mechanisms will adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.

"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 preliminary ratings, as the exposure to
individual sovereigns does not exceed the diversification
thresholds outlined in our criteria.

"At closing, we consider that the transaction's legal structure
will 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 preliminary
ratings are commensurate with the available credit enhancement for
the class X, A-R, B-R, C-R, D-R, E-R, and F-R notes."

Ares European CLO VIII is a cash flow CLO transaction securitizing
a portfolio of primarily senior secured loans and bonds granted to
speculative-grade European corporates. Ares European Loan
Management LLP manages the transaction.

  Ratings List

  Ares European CLO VIII B.V.

  Class Preliminary rating  Preliminary amount
                                 (mil. EUR)

  X     AAA (sf)                  1.50
  A-R  AAA (sf)            279.00
  B-R  AA (sf)                  45.70
  C-R   A (sf)                   27.00
  D-R  BBB- (sf)                30.80
  E-R  BB- (sf)                 24.75
  F-R  B- (sf)                  13.50
  Sub NR                       47.80

  NR--Not rated.




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

VOZROZHDENIE BANK: Moody's Raises Deposit Ratings to Ba1
--------------------------------------------------------
Moody's Investors Service upgraded the long-term local and foreign
currency deposit ratings of Vozrozhdenie Bank to Ba1 from Ba2 and
changed the outlook on these ratings, as well as the bank's issuer
outlook, to positive from developing. The rating agency also
upgraded the bank's Baseline Credit Assessment to b2 from b3, its
Adjusted BCA to b1 from b2, its long-term Counterparty Risk
Assessment to Ba1(cr) from Ba2(cr) and its long-term local and
foreign currency Counterparty Risk Ratings to Ba1 from Ba2. The
bank's Not Prime short-term deposit ratings and short-term CRR and
its Not Prime(cr) short-term CR Assessment were affirmed.

The upgrade of Vozrozhdenie Bank's ratings was driven by the
elimination of uncertainties, which previously surrounded the
bank's shareholder structure and strategy. The planned merger with
parent Bank VTB PJSC (Bank VTB; Baa3 stable, b1) has now been
approved and scheduled for May 2020, and these plans are reflected
in the change of outlook to positive from developing.

RATINGS RATIONALE

The upgrade of Vozrozhdenie Bank's BCA and ratings, with a positive
outlook, reflect the prospects of the bank's merger with its
parent, Bank VTB. The merger plans have been confirmed by Bank
VTB's management during their investor and press teleconference in
August 2019. The elimination of previous uncertainties in this
respect, which weighed on Vozrozhdenie bank's BCA and ratings, led
Moody's to upgrade the bank's BCA by one notch and increase its
assessment of the probability of affiliate support for Vozrozhdenie
Bank from Bank VTB to "very high" from "high".

Vozrozhdenie Bank's BCA of b2 remains constrained by the bank's (1)
high level of problem loans (22.7 % of gross loans as of June 30,
2019), and (2) modest capital adequacy, with a transitional
phase-in Basel-III Tier 1 ratio of 7.8% as of June 30, 2019. At the
same time, the bank benefits from (1) adequate pre-provision
profitability, at 2.2% of average assets in January-June 2019,
annualized; (2) healthy liquidity and funding profiles, and (3)
access to capital support from Bank VTB in case of need.

VERY HIGH AFFILIATE SUPPORT

Vozrozhdenie Bank's Adjusted BCA of b1 benefits from one notch of
uplift above its b2 BCA, given Moody's assessment of a very high
probability of affiliate support from the bank's parent, Bank VTB.
This assessment reflects the parent's 100% ownership and control of
the bank, as well as the two banks' plans to merge in 2020.

VERY HIGH GOVERNMENT SUPPORT

Additional three notches of uplift within Vozrozhdenie Bank's Ba1
deposit ratings above its b1 Adjusted BCA result from Moody's view
of a very high probability of support from the Government of Russia
(Baa3 stable). This assessment reflects Moody's expectations that
being a member of the state-owned VTB Group will likely make
Vozrozhdenie Bank eligible for state support in case of need.

POSITIVE OUTLOOK

The change of outlook on the long-term deposit ratings to positive
from developing reflects Moody's expectations that in the next 12
months Vozrozhdenie Bank will merge with Bank VTB, whose long-term
deposit ratings are one notch higher.

WHAT COULD MOVE RATINGS UP OR DOWN

Vozrozhdenie Bank's ratings will be upgraded, if the bank is merged
into Bank VTB.

The downside risk for Vozrozhdenie Bank's deposit ratings is
currently limited, given the positive outlook. However, if Bank
VTB's plans with respect to the legal merger in 2020 change, a
negative rating action could follow. Also, Vozrozhdenie Bank's BCA
could be downgraded if the bank's solvency and/or liquidity profile
worsens beyond what Moody's currently expects.

LIST OF AFFECTED RATINGS

Issuer: Vozrozhdenie Bank

Upgrades:

Adjusted Baseline Credit Assessment, Upgraded to b1 from b2

Baseline Credit Assessment, Upgraded to b2 from b3

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

Long-term Counterparty Risk Ratings, Upgraded to Ba1 from Ba2

Long-term Bank Deposit Ratings, Upgraded to Ba1 Positive from Ba2
Developing

Affirmations:

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

Short-term Counterparty Risk Ratings, Affirmed NP

Short-term Bank Deposit Ratings, Affirmed NP

Outlook Actions:

Outlook, Changed To Positive From Developing

PRINCIPAL METHODOLOGY

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




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

ADRIA AIRWAYS: Files for Bankruptcy, Cancels All Flights
--------------------------------------------------------
Marja Novak at Reuters reports that Slovenian airline Adria Airways
noted in a Sept. 30 statement that it has filed for bankruptcy and
canceled all flights, after financial problems forced it to ground
most of its planes over the last week.

"Bankruptcy proceedings were initiated by the management of the
company because of the company's insolvency," Reuters quotes Adria,
which is owned by German investment firm 4K Invest, as saying.

According to Reuters, Slovenia's Economy Minister Zdravko
Pocivalsek said Adria's collapse was very damaging to Slovenia's
economy and tourism industry.

As reported by the Troubled Company Reporter-Europe on Sept. 26,
2019, Reuters related that Adria Airways said it cancelled almost
all of its flights for Tuesday, Sept. 24, and Wednesday, Sept. 25,
potentially affecting around 3,700 passengers, because it has been
unable to access cash to continue flying.  Adria Airways is the
latest in a long line of small European airlines to run into
financial trouble amid industry overcapacity, cut-throat
competition and high fuel prices, Reuters noted.




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

GRUPO ANTOLIN: Moody's Lowers CFR to B2 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service downgraded Grupo Antolin-Irausa, S.A.'s
corporate family rating to B2 from B1 and the probability of
default rating to B2-PD from B1-PD. Concurrently, Moody's
downgraded Grupo Antolin's senior secured notes to B2 from B1. The
outlook has been changed to stable from negative.

"The rating downgrade was driven by the continued pressure on Grupo
Antolin's operating profit margin and the expectation that
financial leverage will remain well above our expectation for the
previous B1 rating," says Matthias Heck, a Moody's Vice President
-- Senior Credit Officer and Lead Analyst for Grupo Antolin. "The
stable outlook reflects the expectation of a successful resolution
of operating issues in the Alabama and Spartanburg facilities,
which should improve Grupo Antolin's financial leverage to below
5.5x (Moody's adjusted debt / EBITDA), which we believe is an
appropriate level for its B2 rating," added Mr. Heck.

RATINGS RATIONALE

The rating downgrade is a result of (i) a continued challenging
automotive industry environment, with declining global light
vehicle sales and increasing margin pressure expected for 2019 and
2020, (ii) a weaker than expected operating performance in 2019,
combined with limited prospects of recovery in 2020, mainly relying
on a successful resolution of ongoing operational issues in the
company's Alabama and Spartanburg facilities, and (iii) operating
profit margins of well below 3% (Moody's adjusted EBITA) as well as
high financial leverage in excess of 5x (Moody's adjusted debt /
EBITDA) also in 2019 and 2020, which are both no longer
commensurate with a B1 rating.

Moody's has a negative outlook on Europe's automotive parts
suppliers' sector, anticipating a 3.8% decline in global light
vehicle sales in 2019 and another 0.9% decline in 2020. The
negative sector outlook also incorporates the expectation that
margins in the sector will decline by 100-150 basis points in 2019,
with no significant recovery in 2020.

At the end of June 2019, Grupo Antolin's leverage (as measured by
debt / EBITDA, adjusted by Moody's) amounted to 5.6x, only slightly
below the already elevated level of 5.8x at the end of 2018. The
increase resulted from a drop in operating margins to only 1.7% on
the back an overall weak global automotive industry environment,
the underperformance of its Alabama and Spartanburg plants in the
US, and continued pricing pressure from original equipment
manufacturing (OEM) costumers. Moody's adjusted EBITA (LTM June
2019; after adjusting for capitalized development cost) eroded
further to only 1.7%, after 2.3% in 2018 and 4.6% in 2017.

On September 12, 2019, on the back of weak 1H2019 results and the
continued softness of the automotive industry environment, Grupo
Antolin also revised its full year 2019 guidance and now expects
approximately 7.2% reported EBITDA margin (pre IFRS 15 and
including capitalized development cost), which is 80 basis points
lower than previously anticipated, and financial leverage (defined
by the company) of approximately 2.8x, compared to previously
"approximately 2.5x". Grupo Antolin has also lowered its guidance
for capital expenditures for 2018 to approximately 5% of sales, a
reduction of 50-100 basis points, which will partially mitigate the
negative impact of lower profitability on free cash flows and
liquidity.

Moody's consider Grupo Antolin's liquidity profile to be adequate.
As of the end of June 2019, the company's cash balance amounted to
EUR218 million and it had full access to its EUR200 million
revolving credit facility (RCF). While the group's RCF is subject
to financial covenants, the capacity to test levels (4x
EBITDA/financial expenses) has been sufficient (2.79x net
debt/adjusted EBITDA; 11.1x EBITDA/financial expenses) and is
expected to remain at around these levels at year end 2019. The
company has no major debt maturities until 2022.

Grupo Antolin's manufacturing operations are subject to overall low
environmental risks. Greenhouse gas emissions of its manufacturing
activities are relatively low and are not included in the European
emission trading scheme. Furthermore, Grupo Antolin's main products
-- headliners, door panels, cockpits and lightning -- have very
little exposure to the automotive industry trend towards
electrification, as these are also needed in electrified vehicles.
Grupo Antolin's social risk exposure is relatively low, given the
majority of production in developed countries in Europe and North
America, where the retention of skilled manufacturing workforce is
typically easier than in developing countries. Grupo Antolin is a
privately owned company, with lower disclosure requirements
compared to publicly listed companies. The main governance risk
relates to the group's financial policy. While the company has
maintained an adequate liquidity profile, the company has not taken
effective measures to mitigate the increased financial leverage in
current times of weak operating performance.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectations that over the next
12-18 months Grupo Antolin's leverage will improve into a range of
4.5x to 5.5x (Moody's adjusted debt / EBITDA) required for the B2,
mainly due to a successful resolution of operational issues in its
Alabama and Spartanburg facilities and despite a continued
challenging automotive industry environment. The stable outlook
also anticipates a recovery of EBITA margins (Moody's adjusted) to
around 3% (1.7% at LTM June 2019) as well as the maintenance of an
adequate liquidity profile.

WHAT COULD MOVE THE RATING -- UP/DOWN

Moody's could downgrade the ratings of Grupo Antolin, if leverage
remained above 5.5x (Moody's adjusted), or EBITA margins remained
below 2.5%, or free cash flow remained materially negative. A
weakening of liquidity could also result in a rating downgrade.

Conversely, Moody's could consider upgrading the ratings, if the
group's leverage improved to below 4.5x, with EBITA margins
comfortably exceeding 3.5%. An upgrade would also require sustained
positive free cash flows.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.

COMPANY PROFILE

Headquartered in Burgos / Spain, Grupo Antolin-Irausa, S.A. is a
family owned tier 1 supplier to the automotive industry. It focuses
on the design, development, manufacturing and supply of components
for vehicle interiors, which includes cockpits, overheads
(headliners), door trims, and interior lighting components. In
2018, Grupo Antolin generated revenues of EUR5.4 billion.


GRUPO ANTOLIN: S&P Lowers ICR to 'B', Outlook Negative
------------------------------------------------------
S&P Global Ratings lowered its ratings on Spanish auto supplier
Grupo Antolin Irausa SA (Grupo Antolin) and its debt to 'B' from
'B+'.

S&P said, "The downgrade reflects our view of Spain-based auto
interior components manufacturer Grupo Antolin Irausa SA (Grupo
Antolin) continued underperformance. In light of difficult industry
conditions, we believe it will take some time for the group's
recently weak profitability to recover. On a global basis, we
expect that sales in the auto market will decline by 2%-3% in 2019,
and remain flat in 2020 and 2021 (absent a hard Brexit scenario and
further escalation in trade tensions between China and U.S.)."

In first-half 2019, Grupo Antolin reported sales of EUR2,678
million and EBITDA of EUR193 million (reduced by EUR24 million of
losses stemming from two of its U.S. plants and excluding
International Financial Reporting Standards [IFRS]16), down 1.3%
and 2.2% respectively. Therefore, Grupo Antolin's performance fell
short of S&P's expectations for first-half 2019 due to unresolved
operational issues at the two plants.

The Spartanburg (U.S.) facilities, inherited from Magna Interiors,
which Grupo Antolin acquired in 2015, continues to suffer from
labor issues. S&P said, "We believe the company is implementing
measures to strengthen oversight, such as by reinforcing overall
management. At the same time, we understand that Grupo Antolin is
progressively reducing its reliance on these facilities by shifting
production to other ones. We expect this will help the company
gradually reduce losses (about EUR15.5 million EBITDA) at these
facilities, given that severance costs are low in the U.S."

Additionally, Grupo Antolin's greenfield facility in Alabama,
serving Daimler (about EUR8.5 million reported EBITDA loss),
suffered from a slower-than-expected model ramp up, leading to
plants' underutilization. S&P understands these losses should also
gradually reduce as the number of vehicles produced increases.

S&P said, "Assuming no further significant setbacks, we forecast
Grupo Antolin will report EBITDA (excluding IFRS16) of about
EUR340-EUR350 million in 2019, close to the 2018 level of EUR356
million. This will translate into an S&P Global Ratings-adjusted
EBITDA margin of about 5.5%-6.0%, which we consider below the
industry average. Given the company's operating inefficiencies
reported over recent quarters, we revised downward our assessment
of the group's business risk profile, and do not deduct surplus
cash in our adjusted debt calculation.

"We expect the company's free cash flow generation will remain weak
in 2019 given its subdued profitability and continued high capital
expenditures (capex). Nevertheless, Grupo Antolin plans to reduce
capex to about 5% of sales in 2019, down from about 6% a year
earlier. We note that positive free cash flow generation for 2019
depends on a significant release of working capital (we assume a
EUR50 million inflow given the group's intensified focus on
receivables). Grupo Antolin's working capital can vary
significantly depending on collection of tooling receivables.

"The negative outlook reflects our view that we could downgrade the
company if it is unable to fix its operational problems and return
to positive free operating cash flow generation, which could be
challenging in light of weakening industry conditions.

"We could also downgrade Group Antolin if we expect its adjusted
debt to EBITDA ratio will remain significantly above 5x and its
funds from operations (FFO) to debt decreases to significantly
below 12% for a prolonged period.

"We could revise our outlook on Grupo Antolin to stable if the
company improves its operating performance through successful
project execution, and demonstrates capacity to effectively manage
pricing pressure in an increasingly competitive landscape. This
would also depend on net debt to EBITDA trending to and remaining
below 5x, and positive free operating cash flow generation."




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

GOALS SOCCER: Misses Financial Filing Deadline, Faces Delisting
---------------------------------------------------------------
Hannah Uttley at The Telegraph reports that a five-a-side football
firm backed by Mike Ashley has been kicked off the stock exchange
after warning it may owe far more money to the taxman than first
thought.

According to The Telegraph, Goals Soccer Centre missed a Sept. 30
deadline for filing its annual financial results, and has now been
forced to delist under rules set by London's junior AIM market.

The firm had estimated that it owed HMRC GBP12 million following an
investigation into accounting errors which revealed it had
miscalculated VAT payments for several years -- but has now warned
that liabilities could be much higher than this, The Telegraph
discloses.

Shares were suspended in March when the probe was announced, The
Telegraph recounts.  The firm's removal from the market means it is
now effectively a private company, The Telegraph notes.



HARBEN FINANCE 2017-1: Moody's Affirms Ba1 Rating on Class F Notes
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Class B and Class
C Notes in Harben Finance 2017-1 plc and upgraded the ratings of
Class B1, Class B2, Class C1 and Class C2 Notes in RIPON MORTGAGES
PLC. The rating action reflects the increased levels of credit
enhancement for the affected Notes.

Moody's affirmed the ratings of the Notes that had sufficient
credit enhancement to maintain current rating on the affected
notes.

Issuer: Harben Finance 2017-1 plc

  -- GBP1,493.3M Class A Notes, Affirmed Aaa (sf); previously on
Apr 25, 2017 Definitive Rating Assigned Aaa (sf)

  -- GBP125.2M Class B Notes, Upgraded to Aaa (sf); previously on
Apr 25, 2017 Definitive Rating Assigned Aa1 (sf)

  -- GBP120.4M Class C Notes, Upgraded to Aa2 (sf); previously on
Apr 25, 2017 Definitive Rating Assigned A1 (sf)

  -- GBP57.8M Class D Notes, Affirmed Baa1 (sf); previously on Apr
25, 2017 Definitive Rating Assigned Baa1 (sf)

  -- GBP4.8M Class E Notes, Affirmed Baa3 (sf); previously on Apr
25, 2017 Definitive Rating Assigned Baa3 (sf)

  -- GBP19.3M Class F Notes, Affirmed Ba1 (sf); previously on Apr
25, 2017 Definitive Rating Assigned Ba1 (sf)

  -- GBP19.3M Class G Notes, Affirmed Caa1 (sf); previously on Apr
25, 2017 Definitive Rating Assigned Caa1 (sf)

Issuer: RIPON MORTGAGES PLC

  -- GBP2179.6M Class A1 Notes, Affirmed Aaa (sf); previously on
Apr 25, 2017 Definitive Rating Assigned Aaa (sf)

  -- GBP5460.3M Class A2 Notes, Affirmed Aaa (sf); previously on
Apr 25, 2017 Definitive Rating Assigned Aaa (sf)

  -- GBP409.5M Class B1 Notes, Upgraded to Aaa (sf); previously on
Apr 25, 2017 Definitive Rating Assigned Aa1 (sf)

  -- GBP231.3M Class B2 Notes, Upgraded to Aaa (sf); previously on
Apr 25, 2017 Definitive Rating Assigned Aa1 (sf)

  -- GBP214.7M Class C1 Notes, Upgraded to Aa2 (sf); previously on
Apr 25, 2017 Definitive Rating Assigned A1 (sf)

  -- GBP401.4M Class C2 Notes, Upgraded to Aa2 (sf); previously on
Apr 25, 2017 Definitive Rating Assigned A1 (sf)

  -- GBP117.4M Class D1 Notes, Affirmed Baa1 (sf); previously on
Apr 25, 2017 Definitive Rating Assigned Baa1 (sf)

  -- GBP178.4M Class D2 Notes, Affirmed Baa1 (sf); previously on
Apr 25, 2017 Definitive Rating Assigned Baa1 (sf)

  -- GBP24.6M Class E Notes, Affirmed Baa3 (sf); previously on Apr
25, 2017 Definitive Rating Assigned Baa3 (sf)

  -- GBP98.6M Class F Notes, Affirmed Ba1 (sf); previously on Apr
25, 2017 Definitive Rating Assigned Ba1 (sf)

  -- GBP98.6M Class G Notes, Affirmed Caa1 (sf); previously on Apr
25, 2017 Definitive Rating Assigned Caa1 (sf)

RATINGS RATIONALE

The rating action is prompted by deal deleveraging resulting in an
increase in credit enhancement for the affected tranches. The
rating action also took into account the increased uncertainty
relating to the impact of the performance of the UK economy on the
transaction over the next few years, due to the on-going
discussions relating to the final Brexit agreement.

In addition, Moody's incorporated enhancements in its cash flow
modeling approach that allow greater refinement in assessing
certain structural features, such as the support provided by the
liquidity reserve in these transactions.

Increase in Available Credit Enhancement

Sequential amortization and built-up non-amortising reserve fund
led to the increase in the credit enhancement available in this
transaction.

For instance, the credit enhancement for Class B and Class C in
Harben Finance 2017-1 plc increased to 20.3% from 16.0% and to
12.6% from 9.8% respectively since closing. The credit enhancement
for Class B1 and Class B2 and Class C1 and Class C2 in Ripon
Mortgages plc increased to 20.3% from 16.0% for Class B Notes and
to 12.6% from 9.8% for Class C Notes since closing.

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:

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected; (2) deleveraging of the capital
structure; (3) improvements in the credit quality of the
transaction counterparties and (4) a decrease in sovereign risk

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) an increase in sovereign risk; (2) performance
of the underlying collateral that is worse than Moody's expected;
(3) deterioration in the Notes' available credit enhancement; and
(4) deterioration in the credit quality of the transaction
counterparties.


JAMIE OLIVER: Owner Paid Himself GBP5.2-Mil. Despite Collapse
-------------------------------------------------------------
Hannah Uttley at The Telegraph reports that Jamie Oliver paid
himself GBP5.2 million last year despite profits almost halving at
his food and media empire.

According to The Telegraph, latest accounts revealed profits at the
companies that comprise
Mr. Oliver's business interests tumbled from GBP14.4 million to
GBP7.8 million in 2018.

One-off costs of GBP9.9 million relating to the celebrity chef's
failed restaurant business were blamed for the slump in profits,
The Telegraph states.

Mr. Oliver's GBP5.2 million dividend payment was down from GBP8.6
million a year earlier, The Telegraph notes.

The 44-year-old lost GBP25 million of his own money after he tried
to prop up his restaurant empire, which subsequently collapsed into
administration leading to the loss of 1,000 jobs, The Telegraph
relates.

The Jamie Oliver Restaurant Group had included 22 Jamie's Italian
outlets, plus London restaurants, The Telegraph discloses.


MAMAS & PAPAS: Hires Advisers to Explore Sale of Business
---------------------------------------------------------
Ashley Armstrong at The Times reports that Mamas & Papas has hired
advisers to explore a sale of the nursery and baby accessories
chain as the high street downturn takes its toll.

According to The Times, the company is understood to have appointed
Deloitte to weigh up options only five years after the accounting
firm handled a company voluntary arrangement that involved Mamas &
Papas shutting half of its shops.

Mamas & Papas was founded in 1981 in Huddersfield by David and
Luisa Scacchetti, who set up the brand after the birth of their
first daughter, The Times recounts.  After the restructuring in
2014, it has 31 shops in the UK, The Times discloses.


RESIDENTIAL MORTGAGE 29: Moody's Affirms Ba3 Rating on Cl. E Notes
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of 2 Notes in
Residential Mortgage Securities 29 Plc. The rating action reflects
the increased in the levels of credit enhancement for the affected
Notes.

Moody's affirmed the ratings of the Notes that had sufficient
credit enhancement to maintain the current ratings on the affected
Notes.

Issuer: Residential Mortgage Securities 29 Plc

  -- GBP359.43M Class A Notes, Affirmed Aaa (sf); previously on May
4, 2017 Definitive Rating Assigned Aaa (sf)

  -- GBP47.92M Class B Notes, Upgraded to Aa1 (sf); previously on
May 4, 2017 Definitive Rating Assigned Aa2 (sf)

  -- GBP19.96M Class C Notes, Upgraded to Aa3 (sf); previously on
May 4, 2017 Definitive Rating Assigned A2 (sf)

  -- GBP27.95M Class D Notes, Affirmed Baa2 (sf); previously on May
4, 2017 Definitive Rating Assigned Baa2 (sf)

  -- GBP21.3M Class E Notes, Affirmed Ba3 (sf); previously on May
4, 2017 Definitive Rating Assigned Ba3 (sf)

  -- GBP11.98M Class F1 Notes, Affirmed Caa2 (sf); previously on
May 4, 2017 Definitive Rating Assigned Caa2 (sf)

RATINGS RATIONALE

The rating action is prompted by an increase in credit enhancement
for the affected tranches.

The rating action also took into account the increased uncertainty
relating to the impact of the performance of the UK economy on the
transaction over the next few years, due to the on-going
discussions relating to the final Brexit agreement.

Increase in Available Credit Enhancement

Sequential amortization and non-amortizing reserve fund led to the
increase in the credit enhancement available in this transaction.
Moody's has taken into consideration that the reserve fund has
stepped down from 3.5% to 3.0% of the initial pool balance after
the June 2019 interest payment date.

For instance, the credit enhancement for the Class B and Class C
Notes affected by the rating action increased to 34.1% from 27.0%
and to 29.3% from 23.3%, respectively, since closing.

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:

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected; (2) an increase in available
credit enhancement; (3) improvements in the credit quality of the
transaction counterparties; and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) an increase in sovereign risk; (2) performance
of the underlying collateral that is worse than Moody's expected;
(3) deterioration in the Notes' available credit enhancement; and
(4) deterioration in the credit quality of the transaction
counterparties.


THOMAS COOK: Bosses Could be Stripped Off Bonuses
-------------------------------------------------
Michael O'Dwyer at The Telegraph reports that Thomas Cook bosses
could be stripped of their bonuses, Transport Secretary Grant
Shapps has said -- as it emerged executives secretly discussed
putting the firm into administration two months ago as a last
resort.

Amid a growing backlash over the collapse of the business -- which
left 21,000 workers without a job, and saw 150,000 Britons stranded
abroad, triggering the largest ever peacetime operation to bring
them home -- Mr. Shapps said that investigators probing what
happened could seek to recover money paid to directors, The
Telegraph relates.

According to The Telegraph, he also pledged to fast-track an
overhaul of rules governing bust airlines so it is easier to bring
stranded families home.

                    About Thomas Cook Group

Thomas Cook Group Plc is the ultimate holding company of direct and
indirect subsidiaries, which operate the Thomas Cook leisure travel
business around the world.  TCG was formed in 2007
following the merger between Thomas Cook AG and MyTravel Group plc.
Headquartered in London, the Group's key markets are the UK,
Germany and Northern Europe.  The Group serves 22 million
customers each year.

The Group operates from 16 countries, with a combined fleet of over
100 aircraft through five entities holding air operator
certificates in the UK, Germany, Denmark and Spain.  The Group has
2,800 owned and franchised retail outlets (including 555 shops in
the UK) and operates 199 own-brand hotels across the world.

As of Dec. 31, 2018, the Group had 21,263 employees, including
9,000 in the U.S.

The travel agent originally proposed a restructuring.  It was
scheduled to ask creditors Sept. 27, 2019, for approval of a
scheme of arrangement that involves (a) substantially deleveraging
the Group by converting GBP1.67 billion of RCF and Notes debt
currently outstanding into new shares (15%) and a subordinated PIK
note (at least GBP81 million) to be issued by the recapitalized
Group in proportions still to be agreed; and (b) the transfer of at
least a 75% interest in the Group Tour Operator and an interest of
up to 25% in the Group Airline to Chinese investor Fosun Tourism
Group.

Representatives of the company filed a Chapter 15 petition in New
York on Sept. 16, 2019, to seek U.S. recognition of the UK
proceedings as foreign main proceeding.  The Chapter 15 case is In
re Thomas Cook Group Plc (Bankr. S.D.N.Y. Case No. 19-12984).
Latham & Watkins, LLP is the counsel.

But after last-ditch rescue talks failed, on Sept. 23, 2019, Thomas
Cook UK Plc and associated UK entities announced that they have
entered Compulsory Liquidation and are now under the control
of the Official receiver.  The UK business has ceased trading with
immediate effect and all future flights and holidays are cancelled.
All holidays and flights provided by Thomas Cook Airlines have
been cancelled and are no longer operating.  All Thomas Cook's
retail shops have also closed.  Restructuring specialist
AlixPartners was appointed to manage the process, subject to the
approval of the court.

Separate from the parent company, Thomas Cook's Indian, Chinese,
German and Nordic subsidiaries will continue to trade as normal.


THOMAS COOK: Lawyers Demand Weekly Payments Amid MP Inquiry
-----------------------------------------------------------
Michael O'Dwyer at The Telegraph reports that top City lawyers
advising Thomas Cook on its failed rescue plan are said to have
demanded weekly payments from the travel company to ensure they
received their fees in the run-up to its collapse into insolvency.


According to The Telegraph, the move spared insolvency experts at
elite "Magic Circle" law firm Slaughter and May and US firm Latham
& Watkins from joining a long queue of creditors when the company
went down -- including the company's 21,000 staff, who face a long
wait for their final pay cheque.

Thomas Cook's bondholders will be almost completely wiped out, it
emerged on Thursday, Sept. 24, as MPs launched an inquiry into
executive pay, stewardship, and accounting practices at the
company, The Telegraph states.

                    About Thomas Cook Group

Thomas Cook Group Plc is the ultimate holding company of direct and
indirect subsidiaries, which operate the Thomas Cook leisure travel
business around the world.  TCG was formed in 2007
following the merger between Thomas Cook AG and MyTravel Group plc.
Headquartered in London, the Group's key markets are the UK,
Germany and Northern Europe.  The Group serves 22 million
customers each year.

The Group operates from 16 countries, with a combined fleet of over
100 aircraft through five entities holding air operator
certificates in the UK, Germany, Denmark and Spain.  The Group has
2,800 owned and franchised retail outlets (including 555 shops in
the UK) and operates 199 own-brand hotels across the world.

As of Dec. 31, 2018, the Group had 21,263 employees, including
9,000 in the U.S.

The travel agent originally proposed a restructuring.  It was
scheduled to ask creditors Sept. 27, 2019, for approval of a scheme
of arrangement that involves (a) substantially deleveraging the
Group by converting GBP1.67 billion of RCF and Notes debt currently
outstanding into new shares (15%) and a subordinated PIK note (at
least GBP81 million) to be issued by the recapitalized Group in
proportions still to be agreed; and (b) the transfer of at least a
75% interest in the Group Tour Operator and an interest of up to
25% in the Group Airline to Chinese investor Fosun Tourism Group.

Representatives of the company filed a Chapter 15 petition in New
York on Sept. 16, 2019, to seek U.S. recognition of the UK
proceedings as foreign main proceeding.  The Chapter 15 case is In
re Thomas Cook Group Plc (Bankr. S.D.N.Y. Case No. 19-12984).
Latham & Watkins, LLP is the counsel.

But after last-ditch rescue talks failed, on Sept. 23, 2019, Thomas
Cook UK Plc and associated UK entities announced that they have
entered Compulsory Liquidation and are now under the control
of the Official receiver.  The UK business has ceased trading with
immediate effect and all future flights and holidays are cancelled.
All holidays and flights provided by Thomas Cook Airlines have
been cancelled and are no longer operating.  All Thomas Cook's
retail shops have also closed.  Restructuring specialist
AlixPartners was appointed to manage the process, subject to the
approval of the court.

Separate from the parent company, Thomas Cook's Indian, Chinese,
German and Nordic subsidiaries will continue to trade as normal.



                           *********


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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