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

                          E U R O P E

          Friday, October 25, 2019, Vol. 20, No. 214

                           Headlines



C Z E C H   R E P U B L I C

OKD: Citibank's CZK10-Bil. Claim Eligible, Czech Court Rules


F R A N C E

ACCOR SA: S&P Assigns 'BB' Rating on New Subordinated Hybrid Notes
CASINO GUICHARD-PERRACHON: Moody's Lowers CFR to B2
CASINO GUICHARD-PERRACHON: Working on EUR3.5-Bil Refinancing


K A Z A K H S T A N

TECHNOLEASING LLC: Fitch Affirms B- Longterm IDRs, Outlook Stable


N E T H E R L A N D S

SIGMA HOLDCO: Moody's Alters Outlook on B1 CFR to Negative
VODAFONEZIGGO GROUP: S&P Assigns 'B-' Rating on New EUR400MM VFNs


P O L A N D

GETIN NOBLE: Moody's Confirms Caa1 Deposit Rating, Outlook Neg.


S P A I N

INSTITUTO VALENCIANO: S&P Affirms 'BB/B' Issuer Credit Ratings


U K R A I N E

CENTRENERGO: Kyiv Court Upholds Bankruptcy Procedure Cancellation
DTEK RENEWABLES: Fitch Assigns B(EXP) Rating to Euro Green Bonds
DTEK RENEWABLES: S&P Assigns LT Prelim 'B-' ICR, Outlook Stable


U N I T E D   K I N G D O M

FINSBURY SQUARE 2018-2: Fitch Affirms CCCsf Rating on Cl. E Notes
FUNDINGSECURE: Enters Administration, Investors May Face Losses
KENTMERE PLC 1: Moody's Rates GBP7.52MM Class E Notes 'Ba2'
KENTMERE PLC 2: Moody's Rates GBP1.7MM Class E Notes 'Ba2'
PATISSERIE VALERIE: KPMG Paid GBP2.3MM for Work on Winding Down

THOMAS COOK: S&P Withdraws 'D' Long-Term Issuer Credit Rating
THOMAS COOK: Spain Recovers 74% of Flight Bookings
VIVO ENERGY: Fitch Affirms BB+ LT IDR, Outlook Stable


X X X X X X X X

[*] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS

                           - - - - -


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C Z E C H   R E P U B L I C
===========================

OKD: Citibank's CZK10-Bil. Claim Eligible, Czech Court Rules
------------------------------------------------------------
Jason Hovet and Robert Muller at Reuters, citing CTK news agency,
report that a Czech court ruled that Citibank's claim to debt worth
over CZK10 billion (US$434.10 million) owed by Czech miner OKD was
eligible.

According to Reuters, CTK reported OKD's former insolvency
administrator and representative of the state, which now owns OKD's
mining operations, both said they would appeal the ruling.

OKD filed for insolvency in 2016 while a unit of miner New World
Resources, which went into liquidation that year, Reuters recounts.
OKD's insolvency administrator rejected Citibank's claim, leaving
it out of proceedings, Reuters discloses.




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F R A N C E
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ACCOR SA: S&P Assigns 'BB' Rating on New Subordinated Hybrid Notes
------------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB' long-term issue
rating to the proposed undated, non-call 5.5 years, optionally
deferrable, and deeply subordinated hybrid notes to be issued by
Accor S.A. (BBB-/Stable/A-3).

The size of the hybrid issuance remains subject to market
conditions, but is expected to be up to EUR500 million. Accor will
use the proceeds to refinance the EUR514 million residual amount
remaining of the EUR900 million hybrid it issued in 2014. The older
hybrid's first step-up date, when bonds become callable, will be in
June 2020. S&P said, "Until then, we anticipate that Accor's
outstanding hybrid will temporarily increase to about EUR1.0
billion-EUR1.5 billion, depending on the amount of the 2014
instrument to be repaid via the tender offer. We would classify the
temporary increase as debt with no equity content under our
methodology until the existing hybrid is repaid--we expect this to
occur after June 2020."

In parallel, Accor has also launched a tender offer on the 4.125%,
EUR900 million perpetual hybrid instrument it issued in 2014. Of
this issuance, EUR514 million is currently outstanding.

The transaction includes:

-- Issuing up to EUR500 million in deeply subordinated notes to
refinance the remaining portion of the existing EUR900 million
notes that will become callable at their first step-up date in June
2020; and

-- Launching a tender offer on the current hybrid instrument, up
to the EUR514 million outstanding.

S&P anticipates that the proposed deeply subordinated notes will
have intermediate equity content until their first step-up date
after 5.5 years. They meet S&P's criteria in terms of
subordination, permanence, and deferability at the company's
discretion during this period. The terms and conditions of the new
notes are generally in line with the previous subordinated notes
issued in 2014.

Accor refinanced the first part of the existing hybrid in January
2019, when it issued EUR500 million. At the time, it announced that
it would refinance the residual amount of the existing hybrid ahead
of the call date--the proposed issuance will complete the second
stage of the process.

S&P understands that, after the replacement and liability
management transactions, the group intends to permanently maintain
the total amount of hybrids outstanding at its current level of
about EUR1 billion.

The two-notch differential between S&P's 'BB' rating on the
proposed hybrid notes and its 'BBB-' issuer credit rating on Accor
is based on:

-- A one-notch differential for the proposed notes' subordination,
since our long-term rating on Accor is investment-grade (that is,
higher than 'BB+'); and

-- An additional notch for payment flexibility, to reflect that
the deferral of interest is optional.

S&P said, "We understand the proceeds will be received before the
buyback is settled. In calculating Accor's credit ratios, we will
treat 50% of the principal outstanding and accrued interest under
the notes as equity-like, rather than debt-like. In addition, we
will allocate 50% of the related payments on the securities as a
fixed charge, and 50% as equivalent to a common dividend.

"Any outstanding hybrid debt from the 2014 issuance that has not
been tendered would be classified as having no equity content (100%
debt). We would no longer regard this tranche as permanent capital,
given that the issuer has expressed its intention for an early call
option."

FEATURES OF THE HYBRID INSTRUMENT

S&P understands that the proposed securities and coupons are
intended to constitute the issuer's direct, unsecured, and deeply
subordinated obligations, ranking senior only to its common
shares.

Following an initial noncall period of 5.5 years (including a
three-month par call), Accor can redeem the securities for cash at
every annual interest payment date thereafter. Although the
proposed notes have no final maturity date, they can be called at
any time for a tax deduction, withholding tax, gross-up, rating,
accounting, equity credit rating, substantial repurchase, or
change-of-control event.

S&P said, "We understand that the interest to be paid on the
proposed securities will increase by 25 basis points (bps) no
earlier than 5.5 years from issuance (first step-up date) and by
275 bps after the second step-up date (in line with Accor's
existing perpetual notes issued in 2014), 25.5 years after the
issue date. We consider the cumulative step-ups as significant and
they are currently unmitigated by any binding commitment to replace
the instruments. The step-up provides an incentive for the issuer
to redeem the instruments on the first step-up date. We view any
repurchase as negative for the equity content. Accordingly, that
amount would be treated as debt.

"Consequently, we will no longer recognize the instrument as having
intermediate equity content after its first reset date, because the
remaining period until its economic maturity (second step-up date)
would then be less than 20 years. However, we classify the
instruments' equity content as intermediate until its first reset
date, as long as we think that the loss of the beneficial
intermediate equity content treatment will not cause the issuer to
call the instruments at that point. Accor's willingness to maintain
or replace the instruments in the event of a reclassification of
equity content to minimal is underpinned by its public statement of
intent, as mentioned in the hybrid's prospectus. In our view,
Accor's statement of intent mitigates the issuer's ability to
repurchase the notes in the open market.

"In our view, Accor's option to defer payment on the proposed
perpetual securities is discretionary, and deferred interest is
cumulative and bears interest. The notching applied to the rating
on the proposed perpetual securities reflects our view that there
is a relatively low likelihood that the issuer will defer interest.
Should our view change, we may increase the number of notches we
deduct to derive our issue rating.

"However, according to its documentation, any outstanding deferred
interest payment will have to be settled in cash if Accor declares
or pays an equity dividend or interest on equally ranking
securities, or if the group or its subsidiaries redeem or
repurchase shares or equally ranking securities. We see this as a
negative factor. That said, this condition remains acceptable under
our methodology because once Accor has settled the deferred amount,
it can still choose to defer on the next interest payment date."


CASINO GUICHARD-PERRACHON: Moody's Lowers CFR to B2
---------------------------------------------------
Moody's Investors Service downgraded French grocer Casino
Guichard-Perrachon SA's long-term corporate family rating to B2
from B1 and its probability of default rating to B2-PD from B1-PD.
Moody's has also downgraded Casino's senior unsecured rating to B3
from B1, its senior unsecured MTN program rating to (P)B3 from
(P)B1, and the deeply subordinated perpetual bonds' rating to Caa1
from B3. In addition, Moody's has affirmed the Not Prime commercial
paper rating and the (P)NP short term program rating.

Concurrently, Moody's has assigned a B1 rating to the EUR750
million senior secured term loan B to be issued by Casino and a B1
rating to the EUR750 million senior secured instrument to be issued
by Casino's subsidiary Quatrim S.A.S.

The CFR and PDR were simultaneously put under review for further
downgrade reflecting the execution risk of the new transaction.
Instrument ratings have not been placed on review for downgrade.
Casino's outlook has been changed to ratings under review from
negative.

"We have downgraded Casino's corporate family rating because we
expect its gross adjusted leverage to continue to exceed 6x over
the next 18 months. This is a level more commensurate with a B2
rating when also considering Casino is not generating positive free
cash flow, despite the company's scale and market positions," says
Vincent Gusdorf, a Moody's Vice President -- Senior Credit Officer
and lead analyst for Casino. "The review for downgrade reflects
Moody's view that Casino's liquidity could deteriorate in the near
term if the planned refinancing does not proceed as expected," Mr.
Gusdorf added.

RATINGS RATIONALE

Casino plans to issue a EUR750 million senior secured term loan B
and a EUR750 million senior secured instrument maturing in 2024. It
intends to use the proceeds to repay existing debt. Casino also
proposes to negotiate a new senior secured revolving credit
facility of about EUR2,000 million maturing in 2023 to replace its
previous facilities expiring between 2019 and 2022.

Assuming the repayment of overdrafts and commercial paper, Moody's
estimates that Casino France's debt will only fall to about
EUR7,200 million on December 31, 2019 (including subordinated bonds
and excluding fair value hedges), compared to about EUR7,300
million on December 31, 2018, while the rating agency previously
expected a decline. As a result, the rating agency now forecasts
that Casino's Moody's-adjusted gross debt/EBITDA ratio will remain
at about 6.5x over the next 12 months, while Moody's previously
expected leverage to decline towards 6.2x in 2019 and 5.5x in 2020.
Assuming a proportional consolidation of Latin American
subsidiaries, Moody's estimates that leverage is even be higher, at
around 7.5x-8x in 2019.

The level of absolute debt and gross adjusted leverage is
considered high given that the operating environment will continue
to pressure margins over the next 12-18 months. Moody's forecasts
that free cash flow will stay negative even though the company has
prudently cut dividends and is reducing capex. Despite the proposed
refinancing of Casino's debt, interest payments remain high and
will continue to weigh on Casino's operating cash flow.

On the positive side, the documentation of secured debt instruments
will contain provisions limiting payments to shareholders, as well
as covenants compelling Casino to allocate part of its asset
disposal proceeds to debt repayment. This will offset part of the
risk that Rallye would extract value from Casino. Moody's
highlights that any disposal, which would create new minorities
within the group, while positive for liquidity, could have a
limited effect on the deleveraging trajectory when assessed on a
proportional consolidated basis.

Moody's continues to positively view Casino's good market
positions, although its market share in France will decline because
of asset sales, and the company's good track record to date in
executing disposals, which will be key to the company's ability to
reduce debt in the future.

Moody's considers that Casino's liquidity will appear increasingly
fragile in 2020 if the refinancing does not go ahead. While Casino
France had access to EUR2,719 million of committed undrawn credit
facilities as of June 30, 2019, a EUR1,200 million credit facility
will mature in February 2021. The planned refinancing aims at
extending the credit facility maturity to 2023 and to repay part of
upcoming debt maturities.

The rating review process will focus on Casino's ability to
successfully implement its refinancing plan because Casino's
liquidity would deteriorate if the refinancing does not go ahead
and if no alternative solutions are found. While Casino France had
access to EUR2,719 million of committed undrawn credit facilities
as of June 30, 2019, a EUR1,200 million credit facility will mature
in February 2021. The planned refinancing aims at extending the
credit facility maturity to 2023 and to repay part of upcoming bond
maturities.

ESG CONSIDERATIONS

Although Casino is listed, the group's controlling owner remains
Casino's Chief Executive Officer and chairman of Rallye's board.
This is despite the ongoing debt restructuring of Casino's
controlling holding companies Rallye, Fonciere Euris and Finatis.
This situation is credit negative because it could distract
Casino's management at a time when its full attention is required
to address the challenges of the French market.

STRUCTURAL CONSIDERATIONS

Pro forma the proposed refinancing, Casino France would have had
EUR7,517 million of debt as at June 30, 2019, including the EUR750
million of senior secured term loan B, the EUR750 million of senior
secured instruments, EUR4,059 million of unsecured bonds issued
under its EMTN program, EUR167 million of commercial paper and
EUR441 million of other debts. The EUR750 million senior secured
term loan B as well as the senior secured RCF of about EUR2,000
million have share pledges on key subsidiaries, including Monoprix
and Segisor, the holding company owning the shares of Latin
American operations. The EUR750 million secured instruments has
share pledges on IGC, a subsidiary of Casino owning real estate
assets worth EUR1,000 million.

Moody's views the EUR750 million term loan B and the EUR750 million
senior secured instruments as having relatively comparable security
values and rates them B1, one notch above the CFR. The rating
agency considers these instruments as secured but considers the
security package as moderate since it is mostly made of share
pledges.

The EUR4,059 million unsecured bonds are ranked in second position,
and are rated B3, one notch below the CFR. The EUR1,350 million
subordinated bonds are the most subordinated class of debt and is
rated Caa1, two notches below the CFR.

The probability of default rating is based on a 50% family recovery
assumption, which reflects a capital structure including bonds and
bank debts with financial covenants.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's would lower Casino's CFR to B3 if it fails to extend its
debt maturities. If the proposed transaction succeeds, Moody's
would confirm the B2 CFR. In that case, maintaining this rating
would require Casino to achieve a Moody's-adjusted debt/EBITDA of
less than 6.5x at the group level, trending over time to below 6x
on the back of gross debt reduction in France. Negative pressure on
the ratings would also materialize if Casino fails to improve
Casino France's free cash flows after dividends and before asset
disposals.

If the refinancing takes place, Moody's may consider a positive
rating action over time if Casino demonstrates an ability to reduce
substantially and sustainably the gross debt of its French
operations, leading to a Moody's-adjusted debt/EBITDA comfortably
below 6x and trending towards 5.5x, generating sustainable free
cash-flow after having reversed the cash burn of Casino France and
while maintaining solid liquidity.

COMPANY PROFILE

With EUR37 billion of reported revenue in 2018, France-based Casino
is one of the largest food retailers in Europe. Its main
shareholder is the French holding Rallye, which owned 52.3% of
Casino's capital and held 61.7% of its voting rights as of June 30,
2019. Casino's chief executive officer Jean-Charles Naouri controls
Rallye through a cascade of holdings. On May 23, 2019, Rallye and
its controlling holdings, namely Fonciere Euris, Finatis and Euris
filed for safeguard procedure under French law.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail Industry
published in May 2018.

CASINO GUICHARD-PERRACHON: Working on EUR3.5-Bil Refinancing
------------------------------------------------------------
Andrea Felsted at Bloomberg News reports that Casino
Guichard-Perrachon SA on Oct. 22 announced that it was working on a
EUR3.5 billion (US$3.9 billion) refinancing.

At first glance, the move looks like sensible balance sheet
management, Bloomberg says.  The company has about EUR500 million
of bonds maturing in March 2020, and more over the next few years,
Bloomberg discloses.

But the refinancing comes at a price, Bloomberg states.  First of
all, it is secured over Casino's main operating assets in France
and Latin America, as well as EUR1 billion of real estate,
Bloomberg notes.  Then, what's grabbed the most attention, it's
conditioned on restrictions to future dividend payments to
shareholders -- the largest of which remains Rallye SA, the
investment vehicle of Jean-Charles Naouri, who is also chairman and
chief executive officer of Casino, Bloomberg discloses.

The announcement was quickly followed by a long-term debt rating
cut by Moody's Investors Service, Bloomberg relays.  Moody's
pointed out that Casino's overall debt level and interest payments
will remain high, Bloomberg states.  It also forecast that Casino's
free cash flow will stay negative despite its best efforts,
Bloomberg notes.  All of that, plus lingering questions about an
August plan to sell an additional EUR2 billion worth of assets in
France, makes one wonder whether Casino is being as efficient as it
can be managing its debt, according to Bloomberg.

The refinancing, if finalized, will secure a new EUR2 billion
credit facility, maturing in October 2023, Bloomberg discloses.
The company, Bloomberg says, is also aiming to raise new financing
of EUR1.5 billion, maturing in 2024.  Part of the proceeds will be
used to launch a tender offer for its bonds falling due in 2020,
2021 and 2022, according to Bloomberg.

This should prevent any imminent liquidity crunch as these notes
need to be repaid, Bloomberg notes.

At this point, the more that Casino can retain cash to pay down
debt or invest in the businesses it's making its focus, such as
e-commerce and its premium and convenience stores, the better
ultimately for the company, Bloomberg relays.

Headquartered in France, Casino Guichard-Perrachon SA operates a
wide range of hypermarkets, supermarkets, and convenience stores.




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K A Z A K H S T A N
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TECHNOLEASING LLC: Fitch Affirms B- Longterm IDRs, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed private Kazakhstani leasing company
TechnoLeasing LLC's Long-Term Issuer Default Ratings at 'B-' with
Stable Outlook.

KEY RATING DRIVERS

IDRS AND NATIONAL RATING

TL is a small leasing company operating in Kazakhstan that focuses
on leasing agricultural equipment. Its portfolio is concentrated by
lessees and industries. The IDRs reflect TL's small franchise,
elevated refinancing risk and concentrated business model. TL's
ratings also reflect a track record of acceptable performance and
access to government subsidised funding.

TL has faced challenging funding conditions over the past 12 months
after the failure of the company's largest creditor Tsesnabank,
which was subsequently bailed out and rebranded as First Heartland
Jysan Bank (FH). Although exposure to FH is declining, it remains
one of TL's main funding sources, comprising 42% of total
borrowings. Other funding sources have been expanded with another
49% coming from the state-owned ACC and DAMU.

Fitch believes that TL's current funding structure exposes the
company to elevated refinancing risk. Fitch understands from
management that TL is in the process of diversifying its funding
sources.

Given the operating environment and risk concentrations asset
quality can be volatile. TL's impaired leases (Stage 3) ratio was
14% at end-3Q19. This was largely (80%) driven by two agricultural
borrowers. The exposures resumed scheduled debt servicing, but
remained in Stage 3 as at end-3Q19. Reserve coverage of impaired
loans was low at 3% at end-3Q19. This is partly balanced by prudent
down-payments (20%-30%) and a high proportion of the lease book
(60% at end-3Q19) where either investment or the interest rate is
subsidised by the government.

Asset concentration by names is high with the 10 largest exposures
amounting to 2x TL's equity. TL's asset quality is vulnerable to
climatic conditions and environment risk due to its significant
exposure to the agricultural sector at 69% of the total lease book
at end-2018.

TL's historical performance has been adequate but can be volatile.
The annualised pre-tax return on average assets has decreased
during 9M19 to 2.9% (2018: 5.4%) and is expected by management to
remain at around 1%-2% in the medium-term, driven by higher funding
costs.

TL's absolute capital level is modest (USD8.6 million-equivalent at
end-3Q19), but leverage metrics are commensurate with the 'B-'
rating, with debt-to-tangible equity at 3.6x and equity-to-assets
at 20%. Management intends to maintain leverage at around current
levels. In 2017-2018 portfolio growth (14%-15%) was below internal
capital generation (around 29% on average).

RATING SENSITIVITIES

IDRS AND NATIONAL RATING

Upside is limited in the medium term given the company's modest
size and narrow business model.

Difficulties with refinancing or finding reliable alternative
funding sources to replace the amortising FH funding line could
lead to a downgrade.

Furthermore, a material decrease in TL's liquidity buffer, which
could be triggered by larger-than-expected credit losses, would be
negative for the rating. A funding profile that becomes reliant on
short-term funding sources would also be considered negative.

The rating actions are as follows:

Long-Term Foreign Currency IDR affirmed at 'B-'; Outlook Stable

Short-Term Foreign Currency IDR affirmed at 'B'

Long-Term Local Currency IDR affirmed at 'B-'; Outlook Stable

National Long-Term Rating affirmed at 'B+(kaz)'; Outlook Stable




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

SIGMA HOLDCO: Moody's Alters Outlook on B1 CFR to Negative
----------------------------------------------------------
Moody's Investors Service changed to negative from stable the
outlook on the ratings of Sigma Holdco BV, the parent company of
Upfield B.V., a global manufacturer of food spreads. Concurrently,
Moody's has affirmed the company's corporate family rating of B1,
the probability of default rating of B1-PD, the B1 senior secured
ratings assigned to the first lien term loan facility and to the
revolving credit facility, borrowed by Upfield B.V. and Sigma US
Corp, and the B3 senior unsecured ratings assigned to the EUR685
million and the $525 million equivalent senior unsecured notes,
issued by Sigma Holdco BV.

The rating action follows the company's announcement that it has
entered into a share purchase agreement with Arivia S.A.
("Arivia"), a leading manufacturer of plant-based cheese products.
The transaction will be largely funded with availability under the
existing revolving credit facility and partially with equity
roll-over from Arivia's management.

"The negative outlook reflects the increase in leverage resulting
from the acquisition. Although we understand that management
remains committed to its carve out process and to improving
operating performance, the transaction might delay the deleveraging
trend at time of an intensive separation process from its previous
owner, Unilever N.V. (A1 stable)," says Paolo Leschiutta, a Moody's
Senior Vice President and lead analyst for Sigma Holdco BV.

"In our view, the company's operating performance and cash flow
generation are slightly behind our expectations. While the
acquisition of Arivia brings Upfield the growth potential of the
attractive plant-based cheese segment, the transaction is fully
priced, it is mostly funded with debt, it might slow the expected
deleveraging path and expose the company to some greater execution
risks than those originally built into the rating. Failure to
demonstrate revenue stabilization, operating margin improvements on
the back of lower restructuring costs, positive free cash flow
generation of around EUR200 million in 2020 and a reduction in
financial leverage on a Moody's adjusted gross debt to EBITDA basis
below 7.0x in 2020 could lead to further downward pressure on the
rating," added Mr. Leschiutta.

RATINGS RATIONALE

Moody's views the company's current leverage as high (8.0x on a
Moody's adjusted basis for the LTM ended June 2019) albeit
recognizes the potential for deleveraging from the cost savings
that the company is looking to realize from the separation from
Unilever. Upfield's current profitability and cash flow generation
are depressed by important restructuring costs that should reduce
significantly next year and broadly disappear in 2021.

The company's operating performance and cash flow generation are
slightly below Moody's expectations while its key credit metrics in
2019 remain weak for a B1 rating, with no headroom for deviation.
The B1 rating factors in the company's commitment to reduce its
financial leverage during 2020 to below 7.0x, on a Moody's adjusted
gross debt to EBITDA basis.

Moody's believes that the acquisition of Arivia will slow the
deleveraging path of the company. While management's priority
remains the separation from Unilever and the achievements of cost
savings, the acquisition will result in an increasing amount of
debt and only limited EBITDA contribution, at least initially.
Albeit assets will be managed independently to begin with, Moody's
believes that the transaction might distract management attention
from the carve-out process. Furthermore, the company intends to
finance the acquisition mainly through its revolving credit
facility, which was seen by Moody's as a back-up source of cash
during the separation process.

Albeit Moody's expects cash flow generation to improve starting
from next year, and therefore, resulting in a reduction in the
company's reliance on its revolver over the next 12 to 18 months,
improvement in cash flow generation remains exposed to execution
risks. The company still has to implement a number of important
steps in its separation process, including the new IT platform
rollout across a number of its most important markets and to
achieve a large part of its transformation savings (EUR26 million
achieved up to June 2019 out of more than EUR200 million savings
expected by the company over the medium term). More positively,
Moody's recognizes that, up to June 2019, the company already
exited 430 out of the 600 Transition Service Agreements inherited
from Unilever and already achieved most of its separation cost
savings (EUR103 million out of EUR146 million expected by mid-next
year).

Moody's recognizes the company's success in stabilizing its top
line during the second quarter of 2019. In addition, Moody's
expects earnings to benefit from a leaner cost structure reflecting
the removal of the shared services charges from Unilever's cost
allocations. However, it will take time to see the full benefits in
the company's profitability and cash flow generation.

The rating agency also recognizes the strong growth opportunities
offered by the proposed acquisition of Arivia, as plant-based
alternatives to traditional food and drinks continue to grow at
high single digit rates. Although, the transaction is still subject
to antitrust regulatory approval, Moody's would not expect major
obstacles given Upfield modest presence in the plant-based cheese
sector.

Moody's would like to draw attention to certain governance
considerations with respect to Upfield. The company is tightly
controlled by funds managed by KKR which, as is often the case in
highly levered, private equity sponsored deals, has a high
tolerance for leverage and governance is comparatively less
transparent. The company is undergoing a complex carve-out process
and the announced acquisition could affect some of the expected
efficiencies. At the same time, from a social risks perspective,
Moody's recognizes the strong growth prospects of plant-based food
products as consumers are increasingly conscious of their health
and food quality.

The B1 rating continues to be supported by Upfield's (1)
significant scale and relevance within the Butter & Margarine
industry, and strong portfolio of brands; (2) leading global market
position with a c.18% global market share; (3) extensive
geographical diversification with operations in 69 markets; and (4)
potential for high profitability and cash flow generation. The
rating also reflects Moody's expectations that operating
performance will improve driven by the execution of the strategy
implemented since July 2018 and the more efficient cost structure
as a result of the carve-out from Unilever.

However, the rating is constrained by Upfield's (1) highly
leveraged capital structure with Moody's pro forma leverage
(adjusted gross debt to EBITDA) of 8.0x as of June 2019; (2) very
limited segmental diversification, being largely concentrated in a
single product category, albeit the Arivia acquisition will provide
for additional diversification; (3) exposure to a mature industry
with ongoing volumes pressure in developed markets; (4) decline in
historical reported profits; and (5) execution risk from the
separation from Unilever.

LIQUIDITY

In Moody's view, the drawing under the RCF to finance the
acquisition will weaken the company's liquidity profile as the
EUR700 million RCF was seen as an important buffer to cover for a
potential cash generation shortfall at time when this is depressed
by substantial restructuring costs and cash outflows related to the
separation process. However, Moody's expects that the company's
cash flow generation will improve over the next 12 to 18 months,
supporting an adequate liquidity profile. The company has only
modest capital expenditure requirements and no significant debt
maturities before 2025.

Moody's also notes that when the RCF is drawn by more than 40%, the
springing senior leverage covenant of 8.5x will be tested
quarterly. With a proforma reported net debt/EBITDA of 7.4x,
headroom under this covenant is expected to be around 13%.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the uncertainties on the company's
ability to deliver on its cost savings programme and reduce its
financial leverage in a timely manner. Failure to demonstrate
revenue stabilization, operating margin improvements on the back of
lower restructuring costs, positive free cash flow generation of
around EUR200 million in 2020 and a reduction in financial leverage
on a Moody's adjusted gross debt to EBITDA basis below 7.0x in 2020
could lead to further downward pressure on the rating.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Positive pressure on the rating in the short term is unlikely but
could materialize if the company (1) generates stronger free cash
flow applied to reduce debt and; (2) adjusted gross debt/EBITDA
trends towards 5.5x on a sustainable basis.

Conversely, negative pressure on the rating could materialize if
(1) free cash flow generation remains materially below EUR200
million beyond 2019; (2) the company fails to successfully execute
its cost cutting programme with no evidence of improved underlying
earnings; and (3) adjusted gross/EBITDA remains above 7.0x by 2020,
or Moody's adjusted EBIT/interest expense remains below 3.0x.

LIST OF AFFECTED RATINGS

Issuer: Sigma Holdco BV

Affirmations:

Probability of Default Rating, Affirmed B1-PD

Long-term Corporate Family Rating, Affirmed B1

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed B3

Outlook Actions:

Outlook, Changed To Negative From Stable

Issuer: Upfield B.V.

Affirmations:

BACKED Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.

COMPANY PROFILE

With revenue of EUR2.75 billion and a company reported normalized
(i.e. excluding restructuring costs) EBITDA of EUR668 million as of
June 2019 on a LTM basis, Upfield is a global manufacturer of food
spreads, primarily producing margarine, which accounts for around
86% of turnover. The group also produces other products including
creams, vegetable cooking oils and other spreadable products.
Upfield is geographically diversified across both developed
(representing around 80% of turnover) and emerging markets, with no
material concentration risk in any one market. Its largest markets
are the US, Germany, UK, Netherlands and Canada.


VODAFONEZIGGO GROUP: S&P Assigns 'B-' Rating on New EUR400MM VFNs
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue rating and '6' recovery
rating to the proposed EUR400 million vendor financing notes (VFNs)
to be issued by VZ Vendor Financing B.V. The company is a Dutch
orphan special-purpose vehicle (SPV) of VodafoneZiggo Group B.V.
(B+/Stable/--), a provider of TV, fixed broadband, fixed-line
telephony, and mobile services in the Netherlands.

S&P said, "At the same time, we affirmed our existing 'B+' issue
rating and '3' recovery rating (rounded estimate: 65%, revised from
55%) on the group's senior secured debt. We also affirmed our 'B-'
issue rating and '6' recovery rating (rounded estimate: 0%) on the
group's unsecured notes, reflecting the notes' structural and
contractual subordination to the senior secured debt."

The proposed vendor financing notes will mature in January 2024 and
VodafoneZiggo will use them to replace maturing uncommitted 360-day
lines under the existing vendor financing program at the group
level.

In S&P's view, the SPV meets the following conditions:

-- All of its debt obligations are backed by equivalent-ranking
obligations with equivalent payment terms issued by the
VodafoneZiggo group (receivables and certain other VodafoneZiggo
facilities);

-- As a strategic financing entity for VodafoneZiggo, the SPV is
set up solely to raise debt on behalf of the group; and

-- S&P thinks VodafoneZiggo is willing and able to support the SPV
to ensure full and timely payment of interest and principal when
due on the debt issued by the SPV, including the payment of any
expenses of the SPV.

S&P said, "We therefore rate the debt issued by the SPV at the same
level as the equivalent-ranking debt of VodafoneZiggo and treat the
contractual obligations of the SPV as financial obligations of
VodafoneZiggo.

"The issue rating on the proposed notes is in line with the issue
ratings on the senior unsecured debt issued by VodafoneZiggo, and
two notches below our issuer credit rating on VodafoneZiggo.

"We understand that the proposed notes will be structurally senior
to the unsecured notes while being structurally junior to the
senior secured debt. The rating on the proposed notes is therefore
constrained by the significant amount of prior-ranking senior
secured debt, which we estimate at about EUR8.8 billion at the
point of default."

This compares with an estimated collateral value available to
senior secured creditors of about EUR6.0 billion, leaving no
recoverable value for the VFNs' lenders.

KEY ANALYTICAL FACTORS

S&P said, "In our hypothetical default scenario, we assume
increased product and pricing competition from mobile plans,
Internet Protocol TV, and fiber broadband products--initiated by
competitors in order to accelerate convergence--leading to
sustained negative growth, increased customer churn, and subscriber
acquisition and retention costs. This would be further exacerbated
by VodafoneZiggo being unable to increase prices.

"We value VodafoneZiggo as a going concern given its broad,
valuable cable and mobile networks and expanding convergent
customer base."

SIMULATED DEFAULT ASSUMPTIONS

-- Year of default: 2023

-- Minimum capital expenditure (capex, as a percentage of
2018-2019 [estimate] average sales): 6%

-- Operational adjustment: +35% (minimum capex needs in excess of
6% sales)

-- Emergence EBITDA after recovery adjustments: about EUR1.1
billion

-- Implied enterprise value multiple: 6.0x

-- Jurisdiction: The Netherlands

SIMPLIFIED WATERFALL

-- Gross enterprise value at default: about EUR6.5 billion
-- Administrative costs: 5%
-- Net value available to debtors: EUR6.2 billion
-- Priority liabilities[1]: about EUR185 million
-- Senior secured debt claims[1]: about EUR8.8 billion
-- Recovery rating: '3'
-- Recovery expectation[2]: 65%
-- Vendor financing notes claims[1]: about EUR406 million
-- Recovery rating: '6'
-- Recovery expectation[2]: 0%
-- Unsecured debt claims[1]: about EUR1.9 billion
-- Recovery rating: '6'
-- Recovery expectation[2]: 0%

[1] All debt amounts include six months of prepetition interest.
Revolving credit facility assumed 85% drawn on the path to
default.
[2] Rounded down to the nearest 5%.




===========
P O L A N D
===========

GETIN NOBLE: Moody's Confirms Caa1 Deposit Rating, Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service confirmed the Caa1 long-term local and
foreign currency deposit ratings of Getin Noble Bank S.A. and
changed the outlook to negative from ratings under review.
Concurrently, the rating agency has also confirmed the bank's B2
long-term local and foreign currency Counterparty Risk Ratings and
its B2(cr) Counterparty Risk Assessment. The bank's ca Baseline
Credit Assessment and Adjusted BCA, its Not-Prime short-term
deposit ratings and CRRs and Not-Prime(cr) short-term CRA have been
affirmed.

The confirmation of Getin's long-term deposit ratings reflects: 1)
Moody's expectation that the bank will agree its capital and
profitability recovery plan with the authorities in due course; and
2) the availability of Getin's subordinated debt cushion to largely
absorb the estimated overall loss potential under the rating
agency's expected loss analysis, should the recovery plan fail to
restore the bank's viability. The negative outlook on Getin's
long-term deposit ratings reflects the balance of risks for the
bank's institutional depositors over the extended implementation
period of the recovery plan.

The rating actions conclude the review on the bank's long-term
ratings initiated on May 14, 2019 and extended on September 4,
2019.

RATINGS RATIONALE

SUBORDINATED DEBT WILL BUFFER JUNIOR DEPOSITORS

Moody's confirmation of the bank's Caa1 deposit ratings reflects
the agency's expectation that losses to junior depositors will be
limited by the outstanding subordinated debt which will broadly
cover the bank's capital shortfall according to Moody's expected
loss scenario analysis. The Caa1 deposit ratings indicate a
recovery value in the range of 90% -95%.

The rating agency acknowledges that Getin's large capital shortfall
of around PLN1.5 billion will increase further by year-end as the
bank continues to report a loss for the remaining half of the year
and phase-in the negative impact from IFRS 9 to its regulatory
capital early in 2020. However, according to the agency's central
expectation, the bank's credit costs will broadly stabilize at
current levels, and therefore its capital shortfall can be largely
covered by the PLN1.89 billion of subordinated debt, even when the
current provisioning shortfall with domestic rated peers is
considered in the overall capital shortfall estimations.

Nevertheless, the rating agency highlights the bank's weak solvency
and its expectation that the bank will require external support to
continue to operate as reflected by the affirmation of its ca BCA.

Although under its central scenario Moody's expects the bank's
asset quality to stabilize, Getin's ratio of nonperforming loans to
gross loans worsened to 17.4% as of June 2019 owing both to a
declining stock of gross loans and increased delinquencies. The
bank's exposure in foreign currency mortgages, mainly swiss franc,
although reducing, at 22% of gross loans remains one of the highest
among rated Polish banks exposing Getin to significant credit and
legal risks. However, with loans loss reserves at 67% of problem
loans as of June 2019, Getin has significantly improved its
coverage ratio and narrowed the gap with the 73% average coverage
ratio for Moody's rated banks in Poland as of December 2018.

Although the bank will continue to benefit from a regulatory
liquidity waiver and will only be required to meet 45% of its
regulatory reserves requirement until the end of 2020, Getin has
largely restored its funding and liquidity following the
significant deposit outflows it faced in November 2018 and has
broadly normalized its deposit cost to the same level as before its
liquidity crisis. Nevertheless, the bank's funding and liquidity
remain vulnerable owing to its weak solvency.

Getin's profitability is weak reflecting declining revenues and
large operating expenses and high credit costs. In its central
scenario, the rating agency anticipates the bank's loss will narrow
over the next quarters and that the bank will be marginally
profitable in 2020.

Moody's assessment of the bank's ca BCA also incorporates
weaknesses in its corporate governance owing to its concentrated
ownership which exposes it to key man risk, reflected in a one
notch qualitative downward adjustment factored into the BCA. Getin
has a high exposure to related entities and has faced losses from
these exposures in the past. As of June 2019 exposures to related
parties, predominantly an exposure to a related leasing company,
accounted for a high 141% of the bank's Tier 1 capital. Further,
the bank's dependency on its dominant shareholder for capital
limits its capital enhancing options.

THE NEGATIVE OUTLOOK

The negative outlook reflects Moody's view that the balance of
risks institutional depositors face is tilted to the downside given
the bank's weak solvency and the significant tail risks the bank
faces during the implementation of its recovery plan. Getin's
exposure to foreign currency mortgages exposes the bank to
significant potential losses while depositor confidence remains
fragile and outflows could reoccur if there are negative
developments with the bank's solvency. Crystallization of these
risks could derail the bank from implementing its recovery plan and
result in regulatory intervention with losses for junior, corporate
deposits, reaching up to 13% according to Moody's expected loss
analysis, a loss associated with a Caa2 rating.

WHAT COULD MOVE THE RATINGS UP/DOWN

Successful execution of the bank's recovery plan which will allow
Getin to achieve compliance with its minimum capital requirements
could result in an upgrade of the BCA. Nevertheless, the benefits
of a higher BCA combined with the application of Moody's Advanced
Loss Given Failure (LGF) analysis for viable entities instead of
the currently applicable expected loss analysis is expected to
stabilize the Caa1 deposit ratings rather than result in an upgrade
based on the bank's current liability structure. The bank's deposit
ratings could be upgraded following an upgrade of its BCA and an
increase in its loss absorption buffers subordinated to
depositors.

Getin's ratings could be downgraded due to an increase in the
bank's quarterly loss eroding capital more than the agency
anticipates in combination with Moody's re-assessment of the loss
severity faced by senior creditors under an expected loss
analysis.

LIST OF AFFECTED RATINGS

Issuer: Getin Noble Bank S.A.

Confirmations:

Long-term Bank Deposits, confirmed Caa1, outlook changed to
Negative from Rating under Review

Long-term Counterparty Risk Ratings, confirmed B2

Long-term Counterparty Risk Assessment, confirmed B2(cr)

Affirmations:

Baseline Credit Assessment, affirmed ca

Adjusted Baseline Credit Assessment, affirmed ca

Short-term Counterparty Risk Ratings, affirmed NP

Short-term Bank Deposits, affirmed NP

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

Outlook Action:

Outlook changed to Negative from Rating under Review



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

INSTITUTO VALENCIANO: S&P Affirms 'BB/B' Issuer Credit Ratings
--------------------------------------------------------------
S&P Global Ratings affirmed its 'BB/B' long- and short-term issuer
credit ratings on financial agency Instituto Valenciano de Finanzas
(IVF), based in Spain's Autonomous Community of Valencia (AC
Valencia). The outlook remains stable.

The affirmation reflects that S&P continues to consider IVF a
government-related entity that enjoys an almost certain likelihood
of extraordinary support from AC Valencia.

IVF is AC Valencia's financial agency. After the regional elections
in 2015, the new regional administration drew up a strategy for
IVF, comprising the separation of its activities into two groups:
The management of the region's debt and guarantees and the
supervision of the regional financial sector, which have been
transferred to AC Valencia; and The provision of credit to private
entities, which remain IVF's responsibility. This reorganization
has now been completed, with IVF focusing on its core mission of
providing credit to the private sector, following the strategic
guidelines of the regional government.

This reorganization does not change S&P's perception that there is
an almost certain likelihood that AC Valencia would provide timely
and sufficient extraordinary support to IVF in times of financial
distress.

The stable outlook on IVF mirrors that on AC Valencia.

S&P could upgrade IVF if it upgraded AC Valencia and continued to
expect an almost certain likelihood of support for IVF from AC
Valencia, based on S&P's view of the agency's integral link with
and critical role for the region.

S&P could downgrade IVF if it took the same action on Valencia, or
if it expected a lower likelihood of support to IVF from the
region, due to a weakening of its regional link or role.




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

CENTRENERGO: Kyiv Court Upholds Bankruptcy Procedure Cancellation
-----------------------------------------------------------------
Concorde Capital, citing the Interfax-Ukraine news agency, reports
that an appellate court in Kyiv has upheld a first-tier court
ruling to cancel the bankruptcy procedure of Centrenergo (CEEN UK).


The bankruptcy case was opened in 2004, but in August 2019, a local
court cancelled it at the request of the State Property Fund,
Concorde Capital relates.

According to Concorde Capital, commenting on the latest ruling, the
fund's head Dmytro Sennychenko said it paves the way for
Centrenergo's privatization.

Closing the long-lasting bankruptcy procedure indeed reduces
Centrenergo risks, thereby making the company more attractive for
potential strategic investors, Concorde Capital states.  

Centrenergo is a major electric and thermal energy producing
company in central Ukraine and eastern Ukraine.


DTEK RENEWABLES: Fitch Assigns B(EXP) Rating to Euro Green Bonds
----------------------------------------------------------------
Fitch Ratings assigned DTEK Renewables Finance B.V.'s
euro-denominated green bonds a 'B(EXP)' expected senior unsecured
rating, in line with DTEK Renewables B.V.'s Long-Term Issuer
Default Rating of 'B', which has a Stable Outlook.

DTEK Renewables Finance B.V. is a financial company and its
principal business activities include intragroup financing within
DTEK Renewables B.V. The bonds will benefit from guarantees issued
by DTEK Renewables B.V., Orlovsk WPP and Pokrovsk SPP - the latter
two are to be commissioned in October 2019 - by Botievo WPP (after
repayment of bank debt in 2023) and additionally by any other
subsidiaries for which the bond proceeds will be used.

The proceeds are to be used for financing and/or refinancing, in
whole or in part, new and existing projects as well as to refinance
bridge loans of about EUR100 million and partially to repay an
existing deferred vendor and shareholder loan of EUR 70 million.

The final rating is contingent upon the receipt of final
documentation conforming materially to information already received
and details regarding the amount, coupon rate and maturity.

DTEK Renewables B.V.'s rating reflects a supportive regulatory
framework for renewable power generation, highly profitable
operations compared with conventional generation, and its
expectation that leverage will moderate once all assets are put
into operation. The rating is constrained by the company's small
size compared with other rated European utilities focused on
renewables, some exposure to FX fluctuations, and completion
risks.

KEY RATING DRIVERS

Supportive Regulation: For assets commissioned by end-2019, the
regulatory framework for renewable energy generators provides for
guaranteed uptake of renewable energy on a priority basis by the
guaranteed buyer at a fixed FiT, reducing price risk. The FiTs are
set in euros, but paid in hryvnia with quarterly adjustments by the
regulator to reflect movement in the hryvnia-euro rate. At present,
the tariffs for assets commissioned by end-2019 are set at EUR0.102
per kWh for wind and EUR0.15 per kWh for solar compared with
wholesale market electricity tariffs from traditional sources of
EUR0.046-EUR0.048 per kWh.

New Law: From May 2019, a new law on green energy became effective,
which introduces a new renewables (RES) support scheme. Under the
new law end-2019 is the cut-off date for signing pre-power purchase
agreements (PPA) to obtain the FiT. After signing the pre-PPA, the
RES project has to be commissioned in two years for photovoltaic
(PV) and three years for wind projects to receive the FiT. Fitch
expects the company to sign pre-PPAs by end-2019.

The new law also introduces an auction scheme, although Fitch
expects its impact on DTEK Renewables B.V. will be limited. Fitch
views the regulatory framework for renewables in Ukraine as
supportive of the company's rating despite some payment delays from
Energorynok for June 2019. However, the overall operating and
macroeconomic environment is weaker than in most European
countries.

Small Size: DTEK Renewables B.V. is one of the largest independent
producers of electric energy from wind in Ukraine, with 47% of wind
power capacity and 10% of Ukranina market of RES installed capacity
at end-1H19. The company operated a 300MW wind farm and a 210MW PV
farm at end-1H19. Although the company expects to increase its
current portfolio to close to 1GW by end-2019 and to about 1.9GW by
end-2022, it will still be small compared with most rated peers.

High Investment Phase: DTEK Renewables B.V.'s plan to expand the
company's portfolio is subject to execution risks as projects are
all at different stages. DTEK Renewables B.V. has already
commissioned Nikopol (PV, 200MW) and Primorsk 1 (wind, 100MW) in
1H19. In line with management, Fitch expects that Pokrovsk (240MW),
Orlovka (100MW) and Primorsk II (100MW) will be commissioned in
October 2019. Vasilkovka (PV, 115MW), Pavlograd (PV, 105MW),
Troitskaya (PV, 170MW) and Tiligul (wind, 565MW) are at various
stages of development and are expected to be commissioned by
end-2020-2021.

Remaining Completion Risk: Commissioning of assets before end-2019
or inability to sign PPAs for the four new projects (Vasilkovka
SPP, Pavlograd SPP, Troitskaya SPP and Tiligul WPP) by end-2019 and
the latter's commissioning within two to three years of signing the
respective PPAs are critical for FiTs eligibility. A delay or
non-completion of the projects would result in lower tariffs and
subsequently weaker-than-expected EBITDA and slower deleveraging,
which would be negative for the rating. Fitch expects the company
to commission 740MW in 2019 and another 955MW by end-2022 and hence
to be able to receive the respective FiTs.

The company's contractors have ample experience in renewable
projects, but finding replacements or alternative sources for key
equipment could cause material delays. However, on-shore wind and
PV solar constructions have some of the lowest technology risks,
with proven utility-scale use. In the event of delays, the company
would expect to (and be allowed to) commission individual turbines.
Fitch also views positively its track record of completing its
projects so far.

Cash-Generative Profile: Green power generation in Ukraine has
attractive profit margins, underpinned by the FiT scheme for
renewables. DTEK Renewables B.V. derives all its EBITDA from
regulated green power generation, which partially off sets the
company's small size. In 2015-2018, it reported an EBITDA margin of
about 83%. Fitch expects the margin to decrease to slightly above
70% in 2019 due to an increase in development expenses before
gradually returning to slightly above 80% on average over 2020-2023
if all the expected assets are put into operation as planned.

Capex-Driven Leverage: Fitch views DTEK Renewables B.V.'s excessive
funds from operations (FFO) adjusted leverage at end-2019 and
end-2020 of over 6x and 5x, respectively, as temporary and which
are driven by increased capex and expenses related to the new
projects' development and construction. The company expects to
spend about EUR1.4 billion on wind and solar power farms
construction over 2019-2021. Fitch expects leverage to moderate to
below 4x in 2022 once all assets are put into operations as planned
and that the company will receive its current and expected FiTs
before it starts paying significant dividends.

FX Exposure: The company is exposed to FX fluctuations as 79% of
its debt at end-2018 was euro-denominated and was mainly used to
fund the investment programme. DTEK Renewables B.V. generates
revenue in hryvnia, but tariffs are euro-denominated and converted
quarterly by the local regulator to reflect the euro-hryvnia rate,
limiting the company's cash flow FX exposure. The company does not
use any hedging instruments, other than holding a portion of cash
in euros (equivalent to UAH459 million at end-2018).

DERIVATION SUMMARY

DTEK Renewables B.V. at end-1H19 operated wind and solar
power-generating assets in Ukraine of 510MW. It plans to increase
its installed capacity further to about 1GW by end-2019 and to
about 1.9GW by end-2022, although it will still be significantly
smaller than other rated European utilities. It will become of
comparable size as Joint Stock Company Central-Asian Electric-Power
Corporation (CAEPCo) (B-/Stable) once its planned capacity becomes
operational, although CAEPCo generates electricity from traditional
sources. DTEK Renewables B.V. benefits from highly profitable
operations, unlike power generators from traditional sources, with
an EBITDA margin of about 83% on average over 2015-2018. This is
underpinned by a supportive regulatory framework for renewables,
but constrained by a weak overall operating and macroeconomic
environment.

KEY ASSUMPTIONS

  - Domestic annual GDP growth of 2.6%-3.1% and inflation of
6.8%-8.6% in 2019-2023

  - Annual average euro/hryvnia exchange rate of 32.8 in 2019 and
34.77 in 2020-2023

  - Capex of EUR1.4 billion over 2019-2021

  - Equity injections of EUR250 million over 2019-2020

  - Zero dividends in 2019-2020 and of about EUR219 million
annually on average over 2021-2023

  - Tariffs for facilities commissioned in 2019 of 10.2 euro cent
per kWh for wind power stations and 15 euro cents per kWh for solar
power stations and for facilities commissioned in 2020-2021 of 9.05
euro cent per kWh for wind power stations and 11.26 euro cents per
kWh for solar power stations

  - Installed capacity to increase by 740MW by end-2019 and 955MW
by end-2022

  - Generation volumes under P75 assumption based on independent
reports or management expectations if reports are unavailable.

KEY RECOVERY RATING ASSUMPTIONS:

  - The recovery analysis assumes that DTEK Renewables B.V. would
be a going concern in bankruptcy and that the company would be
reorganised rather than liquidated

  - A 10% administrative claim

  - Covers guarantors group only

Going-Concern Approach

  - The going-concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level upon which Fitch
bases the valuation of the company.

  - The going-concern EBITDA is 20% below expected 2020 level,
resulting in EBITDA of around EUR65 million.

  - An enterprise value multiple of 3x.

These assumptions result in a recovery rate for the senior
unsecured debt at 'RR3'. However, this was capped at 'RR4' due to
the application of a country cap for Ukraine. The recovery output
percentage is 50%. This is explained in its Country-Specific
Treatment of Recovery Ratings Criteria dated January 18, 2019.

RATING SENSITIVITIES

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

- Profitable growth allowing positive free cash flow (FCF) and a
stronger financial metrics (i.e. FFO adjusted leverage sustainably
below 3x) in addition to an upgrade of the sovereign rating

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

  - Weaker liquidity (liquidity ratio below 1x)

  - Unfavourable change in the regulatory framework (i.e. downward
revision of tariffs or additional taxation)

  - FFO adjusted leverage above 5x on a sustained basis following
the commissioning of all assets (among other things due to lower
volume generation, unfavourable revision of tariffs, inability to
timely commission the assets or sign PPAs, increased dividends
outflows or prolonged intensive investment phase without adequate
returns from operated asset)

  - Sovereign rating downgrade

LIQUIDITY AND DEBT STRUCTURE

External Capex Funding Key: Fitch views DTEK Renewables B.V.'s
liquidity at end-1H19 as manageable, consisting of unrestricted
cash and cash equivalents of UAH913 million and short-term loan
receivables from related parties of UAH4.8 billion compared with
short-term liabilities of UAH5 billion. Fitch expects the company
to fund negative FCF with proceeds from loans repayable from
related parties as well as from new debt issuance. These proceeds
are to be used by the company for capex funding. However, overall
the capex plan is subject to the availability of external debt
funding.

SUMMARY OF FINANCIAL ADJUSTMENTS

Operating lease was capitalised at 5x as the company is based in
Ukraine.

Restricted cash of UAH256 million on escrow account which is used
to fund capex was reclassified to restricted cash from cash and
cash equivalents.

Capitalised interest reclassified to interest paid from capex.


DTEK RENEWABLES: S&P Assigns LT Prelim 'B-' ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term preliminary issuer
credit rating to DTEK Renewables B.V. and its euro-denominated
green bond.

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

"DTEK Renewables owns and operates wind and solar power plants in
Ukraine. In 2018, it generated EUR78.5 million of sales and
reported EBITDA of EUR62 million (based on S&P Global Ratings'
exchange rate in 2018 of one euro/31.77 Ukrainian hryvnia). A
favorable government-supported market environment in Ukraine, new
and efficient assets, and predictable cash flows thanks to the
fixed FiT scheme support our preliminary rating of 'B-'. The main
factors constraining the rating are the very high risk of operating
in Ukraine, heavy capital spending for the next two years, and the
limited track record of both the renewable framework in Ukraine,
and the company's operations.

"DTEK Renewables generates all of its cash flows in Ukraine
(B/Stable/B). We view Ukraine as a very high-risk country, which is
a main constraint for the business risk profile assessment. With
the political situation in Ukraine being somewhat stable and a new
president keen to continue reforms and engage with the
International Monetary Fund (IMF), we expect the economy to keep
growing with a GDP increase of 3.2% in 2019 (from 2.5% previously).
In addition, Ukraine has managed to reduce its debt leading to a
decline in the debt-to-GDP ratio to reach 50% in 2021 (from 81% in
2016). In our view, the risks associated with the implementation of
renewables in Ukraine are linked to the sovereign's financial
health, since DTEK Renewables' customer is the Ukrainian
government-owned Guaranteed Buyer."

DTEK Renewables has a highly efficient and modern portfolio of
renewables assets (not more than five years old), with margins
between 85% and 90%. Even though DTEK Renewables' production
capacity is limited at 510 megawatts (MW) (as of June 2019), and
diversification is low with only four operating solar and wind
power plants, DTEK is expected to increase installed capacity by an
additional 240MW in October 2019 and an additional 200MW in
November 2019, reaching a total installed capacity of 950MW by the
end of 2019.

S&P said, "We believe that there is high visibility and
predictability of cash flows, owing to the long-term fixed FiT,
which runs until 2030. In addition, offtake of all electricity is
state guaranteed. In our view, 2019 and 2020 are crucial, as the
950MW of installed capacity to be commissioned by the end of 2019,
and most of the development projects to be commissioned in 2020,
would lead to significant improvement in DTEK Renewables' financial
performance. We assume in our base case that DTEK Renewables will
be able to secure FiT for all of its eligible projects by the end
of 2019.

"Projects commissioned in 2020 and 2021 will be eligible for
discounted FiT, which is part of our base case. We forecast high
leverage in 2019 with S&P Global Ratings-adjusted debt to EBITDA
expected at 5.7x, owing to the investment cycle, increased capex,
and expenses related to the new projects' development and
construction. From 2020, we expect significant improvement in
credit metrics, by which time most of the projects should be
commissioned and generating cash flow.

"We anticipate that EBITDA will increase to EUR135 million in 2019
and about EUR250 million in 2020, compared with about EUR62 million
in 2018, and debt will increase to EUR727 million in 2019 from
about EUR390 million in 2018. This will result in FFO to debt
increasing to 19% in 2020 from around 10% in 2019, and debt to
EBITDA decreasing to 3.0x in 2019 and 2020, from about 5.7x in
2018.

"In our view, the next two years are likely to see weak cash flow
generation, largely thanks to sizable capex leading to negative
free operating cash flow (FOCF; operating cash flows after capex)
to debt of -34% and -5% in 2019 and 2020, respectively."

Since new regulations were introduced on July 1, 2019, DTEK's green
electricity has been sold to the state-owned Guaranteed Buyer.
Retailers purchase electricity from the Guaranteed Buyer at a
regulated price.

S&P said, "Under the new market structure, DTEK Renewables will
benefit from euro-linked FiT until 2030. The FiT is rebased every
90 days to reflect the current Ukrainian hryvnia-euro exchange
rate, which provides some protection against foreign-exchange risk,
in our view. We note that this FiT is one of the highest in Europe,
although, since the new structure has been in place only since
July, the regulation lacks a track record."

The FiT is dependent on the company securing a pre-power purchase
agreement by fulfilling four legal obligations before the end of
2019: land secured; guaranteed grid capacity; the construction
permit; and an environmental impact assessment. If these
obligations are fulfilled, DTEK Renewables will benefit from an
attractive tariff, but this might decrease depending on when the
company commissions the individual projects, which are expected to
be completed by 2021.

S&P said, "We assume a 10% and 25% respective decrease in tariffs
if wind and solar power plants are commissioned in 2020, with no
further tariff decrease for wind plants if commissioned in
2021-2022. However, for solar power plants, we estimate an
additional 2.5% discount in the FiT for every additional year of
delay.

"We also believe that DTEK Renewables has sufficient knowledge and
track record to secure FiTs.

"We understand that Ukraine is moving toward an auction-based
regime as of Jan. 1, 2020, which will be significantly less
attractive than the current FiT regime. If DTEK Renewables does not
secure FiT for its projects by the end of 2019, its production will
be subject to auctions, which will result in lower cash flows than
anticipated in a more competitive environment. That said, we see
this scenario as low risk, because we understand that DTEK
Renewables has made significant progress in fulfilling all four
legal obligations to secure FiT."

Until July 1, 2019, all generators (nuclear, thermal, hydro, and
renewable) sold 100% of the electricity produced to the state
trader, Energorynok. Under the new regulation, renewable energy
producers now sell to the Guaranteed Buyer, another state-owned
entity and sole off-taker under the FiT regime. The Guaranteed
Buyer covers the cost of FiTs via sales to the day-ahead market
(about 60% of FiT costs) and through surcharges to industrial
end-users (about 40%). The Guaranteed Buyer has been late making
FiT payments. This is partly due to operational and logistical
delays (now resolved) during the transition to the new regime in
June. It is also partly due to ongoing litigation, in which certain
industrial users are challenging the surcharges.

S&P said, "We do not consider the impact of the delays on working
capital to be material. We understand that the Guaranteed Buyer has
now made all late payments relating to the litigation and that
Energorynok has been reducing the arrears relating to the late June
payments (about 30% remains outstanding). We expect no further
delays but will monitor this situation. Continued late payments,
litigation, or other funding pressures on the Guaranteed Buyer
could be negative for the rating."

Established in 2008 and spun off from DTEK Energy B.V. in 2015,
DTEK Renewables is a wholly owned subsidiary of parent DTEK B.V.,
which is Ukraine's largest vertically integrated company. DTEK B.V.
had consolidated EBITDA of EUR1.35 billion in 2018, and in S&P's
view its credit standing does not constrain its ratings on DTEK
Renewables.

S&P said, "We note that in 2016-2017, DTEK Energy B.V. restructured
several bonds and bank loans. The restructured debt now consists of
U.S. dollar and euro bank facilities totaling $448 million, due
June 2023, and a bond of about $1.3 billion, due 50% in December
2023 and 50% in December 2024. We understand that lenders have
agreed to restructuring terms concerning about $100 million-$200
million of debt, but that this has not yet been paid, subject to
the finalization of certain required internal procedures.

"In our view, the outstanding compliance issues do not pose a
material risk to the restructuring agreement, to DTEK Renewables,
or to the DTEK B.V. group. Our concern with respect to the
restructuring is the maturities requiring refinancing in 2023-2024,
which are beyond our rating horizon and which we believe DTEK
Energy B.V. can sustain until then. We note that according to our
group rating methodology, the group credit profile is 'D' or 'SD'
only where there is a generalized group default, which we do not
believe to be the case here.

"The stable outlook on DTEK Renewables reflects our view that the
company will be able to deliver renewable projects on time and
within budget, and secure FiT for its projects before the end of
2019. It also reflects our expectation that credit metrics will
improve--notably, FFO to debt reaching above 12% on a sustainable
basis, and debt to EBITDA close to 4.0x. The stable outlook takes
into account the improved financial performance of parent DTEK
B.V."

S&P would lower its rating on DTEK Renewables if a combination of
the following conditions were met:

-- DTEK does not fulfil four legal obligations on all its projects
to secure FiT by the end of 2019;

-- FFO to debt falls below 12% after 2019 and debt to EBITDA
increases materially above 4.0x without any prospect for recovery;

-- The company experiences significant delays on its projects or
cost overruns;

-- The government of Ukraine does not provide timely payments for
FiT;

-- S&P sees a weakening of the credit quality of parent DTEK B.V.,
resulting in a weakening of DTEK Renewables; and

-- S&P downgrades Ukraine.

S&P sees an upgrade as unlikely in the next 12 months. However, it
could raise the ratings on DTEK Renewables if DTEK Energy B.V.
restructures its debt, and if all the following conditions are
met:

-- FFO to debt improves materially above 20% for a prolonged
period and debt to EBITDA falls materially below 4.0x;

-- S&P sees an improvement of business conditions in Ukraine;

-- S&P sees a successful track record on operating performance;
and

-- The group credit profile of DTEK B.V. materially improves.




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

FINSBURY SQUARE 2018-2: Fitch Affirms CCCsf Rating on Cl. E Notes
-----------------------------------------------------------------
Fitch Ratings upgraded Finsbury Square 2018-2's B and X class notes
and downgraded Finsbury Square 2017-1's class D notes. The Under
Criteria Observation status of both transactions has been
resolved.

Finsbury Square 2017-1 plc

Class A XS1556198213; LT AAAsf Affirmed;  previously at AAAsf

Class B XS1556268362; LT AAAsf Affirmed;  previously at AAAsf

Class C XS1556268446; LT A+sf Affirmed;   previously at A+sf

Class D XS1556269253; LT CCCsf Downgrade; previously at Bsf

Finsbury Square 2018-2 plc

Class A XS1898246530; LT AAAsf Affirmed; previously at AAAsf

Class B XS1898246704; LT AA+sf Upgrade;  previously at AAsf

Class C XS1898246969; LT Asf Affirmed;   previously at Asf

Class D XS1898247009; LT A-sf Affirmed;  previously at A-sf

Class E XS1898247348; LT CCCsf Affirmed; previously at CCCsf

Class X XS1898247850; LT BB+sf Upgrade;  previously at BBsf

TRANSACTION SUMMARY

The transactions are securitisations of a mix of owner-occupied
(OO) and buy-to-let (BTL) mortgages originated by Kensington
Mortgage Company in the UK.

KEY RATING DRIVERS

New UK RMBS Rating Criteria

This rating action takes into account the new UK RMBS Rating
Criteria dated October 4, 2019. The note ratings are no longer
Under Criteria Observation.

Increasing Credit Enhancement

Credit enhancement (CE) has increased in both transactions due to
sequential amortisation, also supported by non-amortising reserve
funds. In the case of FSQ 17-1 high levels of prepayments explain
the increase in CE over the last 12 months to 43% (from 19.4%) for
the class A notes, to 28.9% (from 13.1%) for the class B notes and
to 13.4% (from 6.1%) for the class C notes. CE has also risen for
FSQ 18-2 to 17.2% (from 16.6%) for the class A notes, to 12% (from
11.6%) for the class B notes, to 6.3% (from 6.1%) for the class C
notes and to 5.2% (from 5.1%) for the class D notes. These
increases support the upgrades and affirmations of the notes.

Prefunding Completion

FSQ 18-2's prefunding period has now ended. Full visibility on the
portfolio's make-up resulted in smaller expected losses,
contributing to the upgrade of the relevant notes.

Excess Spread Note Redemption

The class X notes have been redeemed by approximately GBP3.5
million since closing November 2018. The reduced remaining balance
increases the likelihood of full redemption via the revenue
priority of payments. This factor contributes to the upgrade of
these notes.

Weakening Asset Performance

FSQ 17-1 has experienced an increase in late-stage arrears, which
have been on an increasing trend since 3Q18 and performing worse
than peer transactions'. Three-month plus arrears are 5% as at the
pool cut date. The increase is partly due to prepayments reducing
loan count, but new arrears have been increasing, due partly to
higher interest payments following reversion from a fixed to a
floating rate - 86% of the loans in arrears are now paying a
floating rate. The observed increase in CE more than offsets the
observed underperformance for all notes besides the class D notes.
The class D notes do not benefit from credit support from the
reserve fund. This is the primary reason for the downgrade of the
class D notes.

Payment Interruption Risk Constrains Ratings

The class C notes in FSQ 17-1 and the C and D notes in FSQ 18-2
only have access to the general reserve fund for liquidity purposes
and require timely payment of interest when they are the most
senior notes outstanding. In higher rating scenarios the general
reserve fund may be depleted to cover losses and therefore not be
available to cover payment interruption risk (PIR).

RATING SENSITIVITIES

The discontinuation of LIBOR by December 2021 could introduce basis
risk as the whole pool will revert to a LIBOR-linked product and
the replacement for LIBOR in the respect of the loans remains
uncertain, creating a mismatch between the asset and liability
indices.

Additionally, borrowers are also exposed to increases in market
interest rates, which would put pressure on affordability and
potentially cause deterioration of asset performance. A material
increase in defaults and worsening loss levels in excess of Fitch's
expectations may have a negative impact on the notes.


FUNDINGSECURE: Enters Administration, Investors May Face Losses
---------------------------------------------------------------
Nicholas Megaw at The Financial Times reports that FundingSecure,
which offered loans against classic cars and Picasso paintings, has
become the second British peer-to-peer lender to collapse in six
months.

According to the FT, the decision to call in administrators at CG
Recovery on Oct. 23 following rising defaults and legal issues
leaves about 3,500 investors exposed to potential losses if the
debts cannot be recovered.

CG said FundingSecure's outstanding loan book was worth about GBP80
million and that it was too early to predict how much money they
would be able to return to creditors and investors, the FT
discloses.

The Financial Conduct Authority said all affected investors would
be contacted by the administrators in due course, but any losses
would not be covered by the Financial Services Compensation Scheme,
the FT relates.


KENTMERE PLC 1: Moody's Rates GBP7.52MM Class E Notes 'Ba2'
-----------------------------------------------------------
Moody's Investors Service assigned definitive long-term credit
ratings to Notes issued by Kentmere No. 1 plc:

GBP672.77M Class A Mortgage Backed Floating Rate Notes due October
2051, Assigned Aaa (sf)

GBP22.55M Class B Mortgage Backed Floating Rate Notes due October
2051, Assigned Aa1 (sf)

GBP22.55M Class C Mortgage Backed Floating Rate Notes due October
2051, Assigned A1 (sf)

GBP13.53M Class D Mortgage Backed Floating Rate Notes due October
2051, Assigned Baa2 (sf)

GBP7.52M Class E Mortgage Backed Floating Rate Notes due October
2051, Assigned Ba2 (sf)

Moody's has not assigned ratings to the GBP 12.78M Class F Mortgage
Backed Floating Rate Notes due October 2051, GBP 11.28M Class R
Mortgage Backed Zero Rate Notes due October 2051 or the Class X
Certificate or Class Y Certificates.

The portfolio backing this transaction consists of UK Prime
residential mortgage loans which are currently securitised assets
within Slate No. 1 plc (Public). The legal title to the mortgages
is initially held by Tulip Mortgages Limited, Chaconia Mortgages
Limited and Rose Mortgages Limited; following an interim period
that is expected to end in January 2020, the legal title to the
mortgages will be transferred to Cartmel Mortgages Limited,
Grasmere Mortgages Limited and Lindale Mortgages Limited.

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 and the portfolio expected loss, as well as the
transaction structure and legal considerations. The expected
portfolio loss of 1.8% and the MILAN required credit enhancement of
9.5% serve as input parameters for Moody's cash flow model and
tranching model, which is based on a probabilistic lognormal
distribution.

Portfolio expected loss of 1.8%: this is based on Moody's
assessment of the lifetime loss expectation taking into account:
(i) the weighted average CLTV of around 69.3% on a non-indexed
basis; (ii) the collateral performance to date along with an
average seasoning of 14.0 years; (iii) 2.4% of the pool is in
arrears for more than 30 days as of September 2019; (iv) 6.2% of
the pool was restructured in the past; (v) the current
macroeconomic environment and its view of the future macroeconomic
environment in the UK, and (vi) benchmarking with similar
transactions in the UK Prime sector.

MILAN CE of 9.5%: this follows Moody's assessment of the
loan-by-loan information taking into account the historical
performance available and the following key drivers: (i) the
weighted average CLTV of 69.3% on a non-indexed basis; (ii) the
high proportion of self-employed borrowers at 30.8%; (iii) no data
on the proportion of loans where the borrower self-certified their
income; (iv) around 65.8% of interest only loans; (v) 2.4% of the
loans are in arrears for more than 30 days as of September 2019;
(vi) the presence of 6.2% loans restructured in the past, and
(viii) benchmarking with other UK Prime RMBS transactions.

At closing the mortgage pool balance consists of GBP 751.7 million
of loans. At closing, a non-amortising General Reserve Fund of 1.5%
of the Class A to F Notes has been established to provide credit
enhancement and liquidity support. On each interest payment date,
the General Reserve Fund will be replenished to 1.5% with revenue
receipts to the extent available. If the General Reserve Fund
balance at any interest payment date falls below 1.0% of the Class
A to F outstanding balance, a build-up of an additional Liquidity
Reserve will be triggered. The Liquidity Reserve Fund will be sized
at 1.5% of Class A Notes, and will cover interest shortfalls on
senior expenses and on the Class A, as well as on the X Certificate
payment.

Operational risk analysis: Pepper (UK) Limited (not rated) acts as
a servicer. To mitigate servicing disruption risk, there is a
back-up servicer facilitator, CSC Capital Markets UK Limited (not
rated), and an independent cash manager, U.S. Bank Global Corporate
Trust Limited (not rated; a subsidiary of U.S. Bancorp (A1)). To
ensure payment continuity over the transaction's lifetime the
transaction documents incorporate estimation language whereby the
cash manager can use the three most recent servicer reports to
determine the cash allocation in case no servicer report is
available. The transaction also benefits from principal to pay
interest for the Class A Notes and for Classes B to E Notes,
subject to certain conditions being met.

Interest rate risk analysis: 97.4% of the portfolio pay a floating
rate of interest, with the remaining 2.6% paying a fixed rate with
a remaining fixed term of around 2 years. As is the case in many UK
RMBS transactions the basis risk mismatch between the floating rate
on the underlying loans and the floating rate on the Notes is
unhedged. Moody's has applied a stress to account for the basis
risk, in line with the stresses applied to the various types of
unhedged basis risk seen in UK RMBS.

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 a downgrade of the ratings. Downward pressure on the
ratings could also stem from: (i) deterioration in the Notes'
available credit enhancement; (ii) counterparty risk, based on a
weakening of a counterparty's credit profile; or (iii) any
unforeseen legal or regulatory changes. Conversely, the ratings
could be upgraded: (i) if economic conditions are significantly
better than forecasted; (ii) upon deleveraging of the capital
structure; or (iii) in case of a better than expected performance.


KENTMERE PLC 2: Moody's Rates GBP1.7MM Class E Notes 'Ba2'
----------------------------------------------------------
Moody's Investors Service assigned definitive long-term credit
ratings to Notes issued by Kentmere No. 2 plc:

  GBP153.24M Class A Mortgage Backed Floating Rate Notes due
  January 2042, Assigned Aaa (sf)

  GBP5.99M Class B Mortgage Backed Floating Rate Notes due
  January 2042, Assigned Aa1 (sf)

  GBP4.28M Class C Mortgage Backed Floating Rate Notes due
  January 2042, Assigned A2 (sf)

  GBP2.57M Class D Mortgage Backed Floating Rate Notes due
  January 2042, Assigned Baa2 (sf)

  GBP1.71M Class E Mortgage Backed Floating Rate Notes due
  January 2042, Assigned Ba2 (sf)

Moody's has not assigned ratings to the GBP 3.42M Class F Mortgage
Backed Floating Rate Notes due January 2042, GBP 2.57M Class R
Mortgage Backed Zero Rate Notes due January 2042 or the X
Certificate or Y Certificates.

The portfolio backing this transaction consists of UK Prime
residential mortgage loans which are currently securitised assets
within Slate No. 2 plc (Public). The legal title to the mortgages
is initially held by Trillium Mortgages Limited; following an
interim period that is expected to end in January 2020, the legal
title to the mortgages will be transferred to Kendal Mortgages
Limited.

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 and the portfolio expected loss, as well as the
transaction structure and legal considerations. The expected
portfolio loss of 1.7% and the MILAN required credit enhancement of
11% serve as input parameters for Moody's cash flow model and
tranching model, which is based on a probabilistic lognormal
distribution.

Portfolio expected loss of 1.7%: this is based on Moody's
assessment of the lifetime loss expectation taking into account (i)
the weighted average CLTV of 70.2% on a non-indexed basis; (ii) the
collateral performance to date along with an average seasoning of
12.6 years; (iii) 1.5% of the pool is in arrears for more than 30
days as of September 2019; (iv) 7.6% of the pool was restructured
in the past; (v) the current macroeconomic environment and its view
of the future macroeconomic environment in the UK; and (vi)
benchmarking with similar transactions in the UK Prime sector.

MILAN CE of 11%: this follows Moody's assessment of the
loan-by-loan information taking into account the historical
performance available and the following key drivers: (i) the
weighted average CLTV of 70.2% on a non-indexed basis; (ii) no data
on the proportion of loans where the borrower self-certified their
income; (iii) around 65.6% of interest only loans; (iv) 1.5% of the
loans are in arrears for more than 30 days as of September 2019;
(v) the presence of 7.6% loans restructured in the past; and (vi)
benchmarking with other UK Prime RMBS transactions.

At closing the mortgage pool balance consists of GBP 171.2 million
of loans. At closing, a non-amortising General Reserve Fund of 1.5%
of the Class A to F Notes has been established to provide credit
enhancement and liquidity support. On each interest payment date,
the General Reserve Fund will be replenished to 1.5% with revenue
receipts to the extent available. If the General Reserve Fund
balance at any interest payment date falls below 1.0% of the Class
A to F outstanding balance, a build-up of an additional Liquidity
Reserve will be triggered. The Liquidity Reserve Fund will be sized
at 1.5% of Class A Notes, and will cover interest shortfalls on
senior expenses and on the Class A, as well as on the X
certificates payment.

Operational risk analysis: Pepper (UK) Limited (not rated) acts as
a servicer. To mitigate servicing disruption risk, there is a
back-up servicer facilitator, CSC Capital Markets UK Limited (not
rated), and an independent cash manager, U.S. Bank Global Corporate
Trust Limited (not rated; a subsidiary of U.S. Bancorp (A1)). To
ensure payment continuity over the transaction's lifetime the
transaction documents incorporate estimation language whereby the
cash manager can use the three most recent servicer reports to
determine the cash allocation in case no servicer report is
available. The transaction also benefits from principal to pay
interest for the Class A Notes and for Classes B to E Notes,
subject to certain conditions being met.

Interest rate risk analysis: 100% of the portfolio pay a floating
rate of interest. As is the case in many UK RMBS transactions the
basis risk mismatch between the floating rate on the underlying
loans and the floating rate on the Notes is unhedged. Moody's has
applied a stress to account for the basis risk, in line with the
stresses applied to the various types of unhedged basis risk seen
in UK RMBS.

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 a downgrade of the ratings. Downward pressure on the
ratings could also stem from: (i) deterioration in the Notes'
available credit enhancement; (ii) counterparty risk, based on a
weakening of a counterparty's credit profile; or (iii) any
unforeseen legal or regulatory changes. Conversely, the ratings
could be upgraded: (i) if economic conditions are significantly
better than forecasted; (ii) upon deleveraging of the capital
structure; or (iii) in case of a better than expected performance.


PATISSERIE VALERIE: KPMG Paid GBP2.3MM for Work on Winding Down
---------------------------------------------------------------
Tabby Kinder at The Financial Times reports that KPMG has been paid
about GBP2.3 million for its work on winding down Patisserie
Valerie, despite being replaced as administrator to the failed
bakery chain due to a conflict of interest.

The Big Four accounting firm, whose insolvency partners earned
GBP875 an hour for the work according to its latest disclosure to
creditors, will cease to be administrator as it cannot pursue legal
claims against Patisserie Valerie's auditor, which is expected to
be the next stage in attempting to recoup money for creditors, the
FT discloses.  It is unable to take action against Grant Thornton
as it is its own auditor, the FT notes.

According to the FT, the collapsed business will instead be taken
over by restructuring firm FRP Advisory, which will put the company
into liquidation.

Creditors to the failed chain, which include its former chairman
Luke Johnson and HM Revenue & Customs, have so far received none of
the money they are owed, the FT states.

FRP was hired by creditors to replace KPMG in July, six months
after the cake and coffee chain collapsed following the discovery
of a GBP40 million black hole in its accounts, the FT recounts.

The potential legal claim against Grant Thornton is believed to be
the company's biggest asset in administration, the FT says. FRP
will also consider whether to launch legal action against
Patisserie Valerie's former directors, officers and advisers, the
FT discloses.

According to the FT, a person close to the process said there had
been a delay in handing over Patisserie Valerie to FRP due to
complications regarding the tax payable on the sale of the
company's assets.

Patisserie Valerie overstated its total financial position by at
least GBP94 million, including GBP10 million in undeclared debts,
making it unlikely that its creditors would receive any significant
dividend, the FT states.  KPMG has said it was "uncertain" whether
there would be enough money to repay creditors, the FT relates.

Patisserie Valerie collapsed owing an estimated GBP17.4 million,
including GBP10 million to Mr. Johnson, GBP2.8 million to Barclays
and GBP2.6 million to HSBC, the FT discloses.  According to the FT,
shareholders, who owned about GBP450 million of equity when the
apparent fraud was uncovered, are unlikely to receive any money
from the administration.


THOMAS COOK: S&P Withdraws 'D' Long-Term Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings, on Oct. 23, 2019, withdrew its 'D' long-term
issuer credit ratings on U.K.-based tour operator Thomas Cook Group
PLC.

The ratings withdrawal follows the group's ongoing liquidation.
Thomas Cook announced last month that it had entered into
liquidation after the group failed to reach a restructuring
agreement with its main stakeholders. S&P subsequently lowered the
ratings on the group to 'D' on Sept. 24, 2019.



THOMAS COOK: Spain Recovers 74% of Flight Bookings
--------------------------------------------------
Xinhua News Agency reports that the Spanish acting Minister for
Industry, Trade and Tourism, Reyes Maroto, has confirmed that Spain
has been able to recover 74% of the flight bookings lost as a
result of the bankruptcy of the British travel company Thomas
Cook.

According to Xinhua, speaking to the press in the Canary Islands
after meeting with the regional president Angel Victor Torres, Mr.
Maroto said that being able to recover lost reserves was "something
we have done very well."

Mr. Maroto explained the measures the acting government of Pedro
Sanchez had taken in order to motivate other airlines to cover the
route and that airlines such as Jet2holidays, Ryanair and the TUI
group were interested in buying "slots" previously owned by Thomas
Cook, Xinhua relates.

Among the measures is a 38% reduction of airport tariffs for the
Canary and Balearic Islands, as well as a 12% reduction in the
tariff for the routes to the two popular tourist destinations,
Xinhua discloses.

"We are on the right track, but we have to continue like this," the
acting minister, as cited by Xinhua, said, who added that that
Spanish Ministry of Justice was studying whether or not to act in
order to defend the interest of those in Spain who have been
prejudiced by the collapse of the holiday giant.

Thomas Cook's collapse saw the cancellation of 400,000 holidays
which had been booked in Spain (the majority in the Canary Islands)
for the remainder of 2019, provoking fears of immediate layoffs in
the local tourist sector, Xinhua notes.

                      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.  

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


VIVO ENERGY: Fitch Affirms BB+ LT IDR, Outlook Stable
-----------------------------------------------------
Fitch Ratings affirmed Vivo Energy plc's Long-Term Issuer Default
Rating at 'BB+' with a Stable Outlook. Vivo Energy's IDR at 'BB+'
reflects good geographical diversification with fuel retail
activities across 23 countries in Africa with strong market
positions. The company has a solid financial profile supported by
stable margins and a conservative financial structure. The rating
is influenced by the concentration of operations in emerging
markets which somewhat limits the benefit of its geographical
diversification and quality of cash flows available to service its
debts at holding company level.

Fitch is withdrawing the 'BB+(EXP)' expected ratings for any debt
to be issued by Vivo Energy Investments B.V. and Vivo Energy plc as
debt issuances are no longer expected to convert to final ratings.

KEY RATING DRIVERS

Strong Market Position: Vivo Energy is well established in Africa
where it has an average market share of more than 20% across
markets, in which it operates under the Shell brand. The company
benefits from the visibility, reputation and high standards of the
Shell brand. Its forecourt retail business is further enhanced by
non-fuel retail activities supported by partnerships with various
restaurant franchises. Although the non-fuel segment represents
less than 5% of the group's gross profit, it contributes to
increase volumes in the retail fuel segment.

High Concentration in Emerging Markets: Vivo Energy has retail
operations in 23 African countries leading to a high emerging
market concentration. The contribution of investment grade
countries to the total sales volumes of fuel remains limited to
around 30%. In 20 countries, the company has limited flexibility
for its operating margins as they are fixed via a regulated price
structure. In case of a devaluation of the local currency against
the US dollar, in which most of Vivo Energy's debt is denominated,
margins can only be adjusted with government intervention.

Risks Mitigated: The group's currency risk is mitigated by exposure
to countries whose currencies are pegged to the US dollar or euro,
contributing to around 60% of EBITDA. In addition Vivo Energy's
business is underpinned by some vertical integration. Its storage
assets support operations across its retail and commercial segments
and there is adequate customer and products diversification through
three segments (retail, commercial, and lubricants representing
60%, 30% and 10% of group EBITDA, respectively).

Completion of the EVOHL Acquisition: Vivo Energy completed the
acquisition of Engen International Holdings, now renamed Vivo
Energy Overseas Holding Limited (EVOHL) in March 2019. This brings
eight new countries to Vivo Energy's retail network. But the
benefit of increased geographical diversification is somewhat
limited because they are all in emerging markets with low-to-medium
operating environments. Fitch estimates the contribution from EVOHL
will represent up to 10% to the group's EBITDA as the Engen-brand
activities should grow under the Vivo Energy business model and
culture.

Limited Impact from Morocco: Vivo Energy's profitability remains
solid despite reduced retail margins in Morocco since 2H2018. The
company has been able to maintain gross cash unit margin at 73 per
thousand litres in 2018, as higher volumes and higher contribution
from other countries have compensated for adverse conditions in
Morocco. While this situation has stabilized so far in 2019, Fitch
expects the EBITDA contribution from Morocco to reduce materially
in 2019 relative to previous years.

Good Cash Conversion: The company should maintain its
cash-generative profile over the next few years, supported by
accretive margins from EVOHL and strong market positions. Fitch
expects organic growth through a target of 80-100 new service
stations annually with manageable capex commitments of about USD150
million per year. Although Vivo Energy had lower cash flow from
operations (CFO) in 1H2019, this was due to a temporary working
capital outflow that partly reversed in July. Fitch expects free
cash flow (FCF) post-dividends to EBITDAR conversion to trend
towards 40% (from 23% in 2018), which is adequate for the rating.

Conservative Financial Structure: Vivo Energy has managed to
increase its scale of operations while maintaining a conservative
financial profile as reflected in the current rating. The group's
leverage (measured as FFO readily marketable inventory (RMI) and
lease-adjusted net leverage) is low at below 1.0x. The EVOHL
transaction has been neutral in terms of leverage as it was mainly
financed through equity.

The rating provides flexibility for management to execute its
growth strategy, both organically and via acquisitions. Net
leverage should remain low in the near term in the absence of any
debt-funded M&A transactions which, although feasible, is
considered event-risk. Management is targeting a net-debt-to EBITDA
ratio of less than 1.5x, which would equate to FFO net-adjusted
leverage of around 2.5x, or lower if adjusted by RMI.

DERIVATION SUMMARY

The closest peer is Puma Energy Holdings Pte Ltd (BB-/Stable),
which has a broader business profile with its integrated downstream
and midstream operations, and wider geographic diversification
(although also in emerging market countries). Vivo Energy has far
lower FFO RMI-adjusted net leverage metrics (below 1x, versus Puma
Energy at above 5x). It is less capital intensive than Puma Energy,
which has made substantial investments over the last decade in
midstream infrastructure, which is taking time to feed through to
profitability.

Vivo Energy's retail operations have better earning stability than
Puma Energy, and can be compared to some extent with those of EG
Group Limited (EG, B/Stable), a UK-based independent petrol
retailer. EG's overall scale and diversification have recently
improved through acquisitions and the group is present in the
mature European, US and Australian markets. EG benefits from a
higher exposure than Puma Energy to more profitable convenience and
food-to-go retail. EG's rating reflects its weak financial profile
with FFO-adjusted gross leverage above 7.0x and FFO fixed-charge
cover between 2.1x and 2.5x, as well as high execution risks
associated with its acquisitions.

KEY ASSUMPTIONS

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

  - Sales volumes: low double-digit growth in 2019, partly
supported by the integration of VEOHL, and mid-single digit annual
growth over 2020-2022, partly supported by the creation of new
service stations.

  - Group gross cash unit margin: high sixties per thousand litres
over 2019-2022.

  - Broadly neutral change in working capital over 2019-2022.

  - Capex-to-sales ratio stable at around 1.8%.

  - Dividend payout ratio of 30% of net income.

  - No M&A assumed.

  - Fitch reverses the effect of IFRS16 and apply a multiple of 6x
to the annual rental cost for long-term operating leases in
Africa.

  - RMI adjustment to reduce short-term debt (2018: 90% of USD364
million fuel inventories) and related interest costs used to
finance fuel inventories reclassified as cost of goods sold.

RATING SENSITIVITIES

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

Increased geographical diversification in countries with an
enhanced operating environment, whilst maintaining its solid market
shares in the countries it operates in, and without impairing group
profitability

FCF/EBITDAR excluding expansionary capex above 40% on a sustained
basis

Maintenance of FFO RMI-adjusted net leverage below 1.5x (or below
2.0x on a gross basis)

FFO RMI-adjusted fixed charge cover above 6x on a sustained basis

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

Sharp deterioration in sales volume signaling heightened
competition rather than cyclical demand, leading to sustained
EBITDA attrition to below USD300 million

FCF/EBITDAR excluding expansionary capex at 20% on a sustained
basis

FFO RMI-adjusted net leverage above 2.5x on a sustained basis (or
above 3.5x on a gross basis)

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: As of June 30, 2019, Vivo Energy held cash
and cash equivalent balances of USD314 million and had USD236
million of available liquidity under its revolving credit facility,
which comfortably covered USD317 million of reported current debt
maturities (mostly at operating company level). Fitch estimates
that USD7 million remains not readily available, due to withholding
taxes applying to dividends upstreamed from operating companies to
Vivo Energy Holding plc. Cash at operating companies is used to
service debt at the same level (where the group currently holds 57%
of its debt) and is not earmarked as collateral for any debt
instrument in particular.




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

[*] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS
------------------------------------------
Authors: Teresa A. Sullivan, Elizabeth Warren, & Jay Westbrook
Publisher: Beard Books
Softcover: 370 Pages
List Price: $34.95

Order your personal copy today at https://is.gd/29BBVw

So you think you know the profile of the average consumer debtor:
either deadbeat slouched on a sagging sofa with a three day growth
on his chin or a crafty lower-middle class type opting for
bankruptcy to avoid both poverty and responsible debt repayment.
Except that it might be a single or divorced female who's the one
most likely to file for personal bankruptcy protection, and her
petition might be the last stage of a continuum of crises that
began with her job loss or divorce. Moreover, the dilemma might be
attributable in part to consumer credit industry that has increased
its profitability by relaxing its standards and extending credit to
almost anyone who can scribble his or her name on an application.
Such are among the unexpected findings in this painstaking study of
2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas
during the seven-year period from 1981 to 1987. Rather than relying
on case counts or gross data collected for a court's administrative
records, as has been done elsewhere, the authors use data contained
in the actual petitions. In so doing, they offer a unique window
into debtors' lives.

The authors conclude that people who file for bankruptcy are, as a
rule, neither impoverished families nor wily manipulators of the
system. Instead, debtors are a cross-section of America. If one
demographic segment can be isolated as particularly debt prone, it
would be women householders, whom the authors found often live on
the edge of financial disaster. Very few debtors (3.7 percent in
the study) were repeat filers who might be viewed as abusing the
system, and most (70 percent in the study) of Chapter 13 cases fail
and become Chapter 7s. Accordingly, the authors conclude that the
economic model of behavior -- which assumes a petitioner is a
"calculating maximizer" in his in his decision to seek bankruptcy
protection and his selection of chapter to file under, a profile
routinely used to justify changes in the law -- is at variance with
the actual debtor profile derived from this study.

A few stereotypes about debtors are, however, borne out. It is less
than surprising to learn, for example, that most debtors are simply
not as well-off as the average American or that while bankrupt's
mortgage debts are about average, their consumer debts are off the
charts. Petitioners seem particularly susceptible to the siren song
of credit card companies. In the study sample, creditors were found
to have made between 27 percent and 36 percent of their loans to
debtors with incomes below $12,500 (although the loans might have
been made before the debtors' income dropped so low). Of course,
the vigor with which consumer credit lenders pursue their goal of
maximizing profits has a corresponding impact on the number of
bankruptcy filings.

The book won the ABA's 1990 Silver Gavel Award. A special 1999
update by the authors is included exclusively in the Beard Book
reprint edition.



                           *********


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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