/raid1/www/Hosts/bankrupt/TCREUR_Public/191030.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Wednesday, October 30, 2019, Vol. 20, No. 217

                           Headlines



D E N M A R K

SGLT HOLDING I: Fitch Assigns B- LT IDR, Outlook Stable


F I N L A N D

NOKIA OYJ: Moody's Downgrades CFR to Ba2, Outlook Stable


G R E E C E

GREECE: EU Okays Early Repayment of EUR2.7-Bil. IMF Debt


I R E L A N D

CAPITAL FOUR I: S&P Assigns Prelim B- Rating on Class F Notes


I T A L Y

GAMENET GROUP: S&P Puts 'B+' Issuer Credit Rating on Watch Neg.
TELECOM ITALIA: S&P Affirms 'BB+/B' ICRs, Outlook Stable


K A Z A K H S T A N

KAZAKHYMS INSURANCE: Fitch Affirms BB- IFS Rating, Outlook Stable


P O L A N D

NB TRICITY: Files for Bankruptcy After OMG-G-S Deal Termination
ZABRZE CITY: Fitch Affirms BB+ LongTerm IDRs, Outlook Stable


R U S S I A

BANK PRIME: Bankruptcy Hearing Scheduled for Oct. 30
CB ASSOTSIATSIYA: Liabilities Exceed Assets, Assessment Shows
CREDIT EUROPE: Moody's Alters Outlook on B1 Deposit Ratings to Pos.
SVYAZ-BANK JSCB: Fitch Withdraws BB- Issuer Default Rating
[*] RUSSIA: Central Bank to Soften Capital Buffer Requirements



S P A I N

GRIFOLS SA: S&P Affirms 'BB+' Rating on Senior Secured Facilities


S W I T Z E R L A N D

EUROCHEM GROUP: Fitch Affirms BB LongTerm IDR, Outlook Stable


U N I T E D   K I N G D O M

BBA AVIATION: Moody's Rates Proposed $650MM Unsec. Notes 'Ba2'
FINSBURY SQUARE 2019-2: Fitch Raises Class F Debt Rating to CCCsf
FINSBURY SQUARE 2019-3: Fitch Assigns CCCsf Rating on Cl. F Debt
GOALS SOCCER: Hands Evidence to SFO in Accounts Investigation
THOMAS COOK: Nordic Business Reaches Deal with Buyer


                           - - - - -


=============
D E N M A R K
=============

SGLT HOLDING I: Fitch Assigns B- LT IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings assigned SGLT Holding I LP a Long-Term Issuer Default
Rating of 'B-' with a Stable Outlook and a final senior secured
rating of 'B-'/'RR4' to the bonds issued by SGL TransGroup
International A/S, which is a subsidiary of SGLT Holding I LP. The
senior secured rating takes into account the consolidated group
profile.

The ratings reflect SGLT's asset-light business model and fairly
diversified operations by geography, mode and end-customer sectors.
The company operates in a highly competitive and fragmented freight
forwarding market, but focuses on more complex projects, which
supports its competitive position in this niche market. Key rating
constraints are the company's small scale of operations, execution
risk pertaining to its growth strategy that is driven by organic
expansion and M&A, and high leverage and low margins. The ratings
also take into account SGLT's relatively short-term nature of its
contracts (one to three years), which is somewhat offset by a high
customer retention rate, and some customer concentration at EBITDA
level despite a large pool of customers.

Fitch forecasts funds from operations (FFO) gross adjusted leverage
to remain high at above 7x in 2019-2020 with gradual deleveraging
towards 6.5x by 2021. Fitch expects the company to turn free cash
flow positive from 2020.

KEY RATING DRIVERS

Small Company in Specialty Niche: SGLT is a small company in the
overall freight forwarding market, which is a rating constraint.
SGLT operates in all main modes of transport. It focuses on
forwarding complex transportation projects and non-standardised
goods in a few chosen sectors, including food ingredients and
additives, fashion and retail, and specialty automotive. Its niche
focus reduces its direct competition with larger peers, but it
remains exposed to the highly competitive nature of the freight
forwarding sector, which is reflected in thinner margins than for
larger companies.

Some Resilience Against Downturns: Fitch considers freight
forwarding to be less volatile than shipping with some margin
resilience against economic downturns. The asset-light business
models of freight forwarders provide flexibility to adapt to market
conditions. However, sustainability of this trend is dependent on
healthy growth in trade, which Fitch expects to slow.

SGLT's strategy focuses on complicated and time-critical deliveries
instead of price-sensitive bulk assignments. In addition, SGLT
provides forwarding services to non-governmental organisations
through its Aid, Development & Projects division, which tends to be
less cyclical than the commercial segments.

Strategy Includes Execution Risk: The company's strategy involves
expansion through M&A with a focus on central Europe and APAC, and
ambitious organic growth initiatives. This risk is mitigated by a
good record of recent acquisitions, with smooth integration and
synergies. While aggressive expansion through M&A may strengthen
SGLT's market position through a wider station network and
increased brand awareness, its scale is likely to remain limited
compared to larger peers.

High Leverage Metrics: The rating reflects the company's weak,
though improving, credit metrics. Fitch forecasts FFO gross
adjusted leverage to decline to above 7x in 2019 from 9.3x in 2018
driven by EBITDA growing to EUR38 million from EUR31 million. This
is based both on organic growth and M&A, and pro forma LTM EBITDA
at end-June 2019 was EUR36.4 million. Fitch expects FFO
gross-adjusted leverage to decline towards 6.5x by 2021 and to
around 6x in 2022-2023, but this is dependent both on organic and
acquisitive growth. Fitch expects FFO fixed-charge coverage to
improve close to 2x in 2022-2023 from 1.2x in 2018. Despite the
forecast improvement, Fitch anticipates the EBITDA margin will stay
in low to mid-single-digits.

Asset-Light Business; Positive FCF Expected: SGLT's business model
is asset-light and capex requirements are limited, but
working-capital swings related to larger projects can be material.
The cost structure is flexible with a high share of variable costs
(mainly purchases of freight capacity). If it achieves the
projected growth, and avoids material working-capital swings, SGLT
will become FCF-positive (pre-acquisitions) from 2020 in its rating
case.

DERIVATION SUMMARY

Fitch sees SGLT's credit metrics in line with 'B-' rated peers.
SGLT's credit profile is supported by market growth exceeding GDP
growth rates and further acquisitions, which should allow the
financial profile to start deleveraging in the next few years
towards a level commensurate with 'B' rated peers. Fitch considers
SGLT's earnings as less volatile than sole carriers, such as
shipping companies, but its small size constrains SGLT's debt
capacity.

KEY ASSUMPTIONS

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

  - GDP growth and CPI according to Fitch Sovereign forecasts for
US, eurozone, Sweden and Denmark

  - Organic revenue growth of around 4% in 2020, declining to
around 2% by 2023

  - Fairly constant gross margin

  - Staff costs and operating leases rising by 2% annually, other
expenses projected as share of revenue consistent with historical
average

  - Capex according to management guidance

  - External acquisition capex according to management guidance and
assuming a 5x EBITDA multiple and 3.5% EBITDA margin on companies
acquired

  - EBITDA contribution from internal acquisitions according to
management guidance

Key Recovery Assumptions

  - The recovery analysis assumes that SGLT would be considered a
going concern in a bankruptcy and that the company would be
reorganised rather than liquidated

  - Fitch has assumed a 10% administrative claim

  - A multiple of 5.0x and a 10% discount to June 2019 LTM EBITDA
broadly in line with peers

  - Super senior working capital facility drawdown of USD38 million
and a USD10 million factoring facility

  - Its waterfall analysis generated a ranked recovery in the 'RR4'
band, indicating a 'B-' instrument rating for the EUR215 million
senior secured notes. The waterfall analysis output percentage on
current metrics and assumptions was 39%.

RATING SENSITIVITIES

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

  - Successful implementation of the growth strategy, resulting in
FFO adjusted gross leverage consistently below 6.5x

  - FFO fixed-charge coverage above 2.0x

  - Positive FCF generation

  - EBITDA margin above 3.5%

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

  - FFO adjusted gross leverage consistently above 8.5x

  - FFO fixed-charge coverage below 1.0x

  - Negative FCF through the economic cycle

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: At end-2018, SGLT had USD35 million of
unrestricted cash available. Short-term debt consisted of
outstanding working-capital facilities of USD23.1 million, which
are subject to an annual clean-down provision. The company recently
issued a EUR215 million senior secured callable bond, due in
November 2024 with an interest of Euribor + 6.75%. Liquidity is
further supported by a working-capital facility of a maximum amount
of EUR35 million.




=============
F I N L A N D
=============

NOKIA OYJ: Moody's Downgrades CFR to Ba2, Outlook Stable
--------------------------------------------------------
Moody's Investors Service downgraded Nokia Oyj's corporate family
rating to Ba2 from Ba1. Concurrently, Moody's has downgraded the
probability of default rating to Ba2-PD from Ba1-PD, the senior
unsecured long-term ratings to Ba2 from Ba1, and the senior
unsecured medium term note programme rating to (P)Ba2 from (P)Ba1.
Moody's has also affirmed the Not Prime short-term ratings on Nokia
and Nokia Finance International B.V.. The outlook is stable.

The rating action follows Nokia's downward revision of its earnings
outlook for 2019 and 2020. According to the new outlook, non-IFRS
operating margin will be 8.5% in 2019 (plus or minus 1%), revised
down from 9%-12%, and 9.5% in 2020 (plus or minus 1.5%) down from
12%-16%. The company also announced that it will not distribute the
third and fourth quarterly instalments of the dividend for the
financial year 2018, which would result in a cash saving of around
EUR600 million.

"The downgrade to Ba2 reflects our view that Nokia's operating
performance in 2020 will recover more slowly than we previously
expected, due to increased margin pressure in the mobile access
business and additional investments to support its competitive
position in the upcoming 5G technology cycle," says Ernesto
Bisagno, a Moody's Vice President -- Senior Credit Officer and lead
analyst for Nokia. Prior to Nokia's revision of its earnings
outlook, the rating was already weakly positioned in the Ba1
category with a negative outlook.

"While Nokia's key credit metrics will be weaker than our previous
forecasts, we positively note the company's decision to halt the
dividend payment, which will support cash flow and preserve
liquidity, providing some headroom within the Ba2 rating category,"
adds Mr Bisagno.

RATINGS RATIONALE

Following Nokia's revision of its earnings outlook announced on
October 24, the expected recovery in operating performance will be
delayed, and credit metrics will deteriorate to levels not
commensurate with the previous Ba1 rating category.

Over 2019-20, Moody's expects revenues to increase in the low-mid
single digit range, in line with the growth of the RAN markets. The
rating agency also expects the company's adjusted operating margin
(non-IFRS) will be in line with the company's lowered earnings
outlook.

While Nokia's Moody's-adjusted operating cash flow will improve
sequentially in the fourth quarter of 2019, it will remain negative
at around EUR500 million for the full year, owing to significant
working capital outflows mainly associated with new contracts and
the impact of restructurings costs. As a result, Moody's expects a
negative free cash flow after dividends of around EUR1.5 billion -
EUR1.7 billion in 2019. The agency expects free cash flow to
improve significantly and to turn positive in 2020, assuming that
the dividend will remain suspended, and a significant improvement
in working capital management and cash conversion.

Moody's forecasts that Nokia's adjusted debt/EBITDA will remain
stable at around 3.7x in 2019 (3.8x in 2018), with potential for
some improvement towards 3.0x in 2020, mainly driven by a modest
improvement in EBITDA. However, leverage in both years will be
above Moody's previous expectations, and the 2.25x threshold for
downward pressure on the former Ba1 rating.

In addition, due to the competitive intensity in the Mobile Access
business, and the increased needs for investments, Moody's believes
there is potential for additional pressure on Nokia's margin in
2019 and 2020.

Despite a material reduction in cash in the first half of 2019,
Nokia's liquidity remains strong, reflecting (1) a cash balance of
EUR4.8 billion as of September 2019; (2) a EUR1.5 billion revolving
credit facility (fully undrawn as of September 2019), maturing in
2024 with no financial covenants and material adverse change
conditions for drawdowns, and a EUR500 million 5-year fully undrawn
EIB loan facility; (3) the expected positive free cash flow
generation in the fourth quarter of 2019 and over 2020 (assuming no
significant shareholder distributions); and (4) the manageable debt
maturity profile over the next 18 months, mainly including a EUR500
million bond maturing in March 2021.

Moody's has factored into Nokia's ratings the following governance
considerations. The decision of temporarily halting the dividend is
credit positive as it favours creditor protection over shareholder
remuneration at a time of operating underperformance and will help
to support Nokia's ongoing investments in 5G and its strategic
focus areas of enterprise and software, as well as preserve its net
cash position.

Nokia's Ba2 rating reflects: (1) the company's significant scale
and relevance, with a top three global market position in wireless
and fixed networks equipment; (2) focused business strategy
centered on end-to-end network solutions, including enterprise
services and software, and the development and licensing of
intellectual property rights; (3) strong geographical
diversification, with sales well spread across all major regions;
and (4) its strong liquidity and balanced financial policy.

The rating is constrained by (1) Nokia's moderate leverage of 3.7x
by YE 2019 on a Moody's gross adjusted debt basis; (2) the
cyclicality of the telecom equipment industry; (3) the company's
exposure to intense competition and technology risk; (4) the high
investment needs and R&D costs, combined with material
restructuring costs; and (5) Moody's expectation of limited free
cash flow generation despite the decision to temporarily halt the
dividend.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that credit metrics
will remain broadly stable in 2019 and to improve marginally in
2020, driven by stronger profits. The company's decision to
temporarily halt dividends supports cash flow generation and
liquidity, while it provides some headroom at the Ba2 rating
level.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive pressure on the rating is unlikely to materialize in the
next 12-18 months due to the profitability challenges. However,
upward pressure could develop if (1) operating margins and free
cash flow after shareholder distributions recover towards the high
single digit range; and (2) Moody's-adjusted debt/EBITDA trends
towards 2.25x.

The rating could be lowered if the company's operating performance
does not improve, reflecting sustained market share losses and
inability to regain the competitive position of its products in the
upcoming 5G cycle. Quantitatively, downward pressure would arise if
(1) Moody's adjusted operating income turns negative on a sustained
basis, (2) Moody's-adjusted debt/EBITDA remains above 3.5x
(although a reduction in the cash balance would also reduce the
leverage tolerance), (3) free cash flow after shareholder
distributions remains negative; or (4) liquidity deteriorates
materially.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Nokia Oyj

Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD

LT Corporate Family Rating, Downgraded to Ba2 from Ba1

Senior Unsecured Medium-Term Note Program, Downgraded to (P)Ba2
from (P)Ba1

Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2 from
Ba1

Senior Unsecured Shelf, Downgraded to (P)Ba2 from (P)Ba1

Affirmations:

Issuer: Nokia Oyj

Commercial Paper, Affirmed NP

Other Short Term, Affirmed (P)NP

Issuer: Nokia Finance International B.V.

Backed Commercial Paper, Affirmed NP

Outlook Actions:

Issuer: Nokia Oyj

Outlook, Changed To Stable From Negative

Issuer: Nokia Finance International B.V.

Outlook, No Outlook

COMPANY PROFILE

Headquartered in Espoo Finland, Nokia Oyj is a leading provider of
radio access/mobile broadbank wireless and fixed equipment,
software and services to telecommunication operators as well as to
enterprises. The company also operates a licensing, brand and
technology development business. Nokia has three main segments -
Networks, Nokia Software and Nokia Technologies - and reported
total group net sales of EUR22.6 billion and EBITDA of EUR1.4
billion in 2018.




===========
G R E E C E
===========

GREECE: EU Okays Early Repayment of EUR2.7-Bil. IMF Debt
--------------------------------------------------------
Reuters reports that the euro zone's rescue fund, the European
Stability Mechanism, agreed on
Oct. 28 to allow Greece to pay back earlier some of its debt to the
International Monetary Fund, the ESM said in a statement.

According to Reuters, the move, which concerns loans worth around
EUR2.7 billion (GBP2.3 billion), allows Athens to reduce its
debt-servicing costs, because IMF loans carry higher interest than
Greece would now pay on the market.

The decision followed a Greek government request to the ESM in
September to repay some of its loans to the IMF, which were worth
about EUR9 billion, Reuters notes.




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

CAPITAL FOUR I: S&P Assigns Prelim B- Rating on Class F Notes
-------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to the class
A to F European cash flow CLO notes issued by Capital Four CLO I
DAC. At closing, the issuer will issue unrated subordinated notes.

The preliminary ratings reflect S&P's assessment of:

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

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

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

  -- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

  -- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

S&P said, "Under the transaction documents, the rated notes will
pay quarterly interest unless there is a frequency switch event.
Following this, the notes will permanently switch to semiannual
payment. Upon full redemption of the class A notes and only
following a frequency switch event, any nonpayment of the next
senior-most classes of notes will lead to an event of default.

"Our preliminary ratings reflect our assessment of the preliminary
collateral portfolio's credit quality, which has a weighted-average
'B' rating, with an S&P Global Ratings' weighted-average rating
factor of 2,609. We consider that the portfolio on the effective
date will be well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, we have conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
CDOs.

"In our cash flow analysis, we used the EUR375 million target par
amount, the covenanted weighted-average spread (3.80%), the
covenanted weighted-average coupon (4.50%), and the covenanted
weighted-average recovery rates for all rating levels. As the
portfolio is being ramped, we have relied on indicative spreads and
the portfolio's recovery rates. Our credit and cash flow analysis
indicates that the available credit enhancement for the class B-1
to E notes could withstand stresses commensurate with higher rating
levels than those we have assigned. However, as the CLO will be in
its reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our preliminary ratings assigned to the notes.

"Under our structured finance ratings above the sovereign criteria,
the transaction's exposure to country risk is sufficiently
mitigated at the assigned preliminary rating levels.

"The Bank of New York Mellon, London Branch is the bank account
provider and custodian. At closing, we anticipate that the
documented downgrade remedies will be in line with our current
counterparty criteria.

"At closing, we consider that the issuer will be bankruptcy remote,
in accordance with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for each
class of notes."

Ratings List

Capital Four CLO I DAC

Class       Prelim.  Prelim. Amt.  Subordination  Interest rate
             Rating     (mil. EUR)     (%)
-----       -------  ------------  -------------   ------------

  A          AAA (sf)    233.30        37.79      Three/six-month
                                                  EURIBOR plus
                                                  0.93%

  B-1        AA (sf)      22.50        27.79   Three/six-month
                                                  EURIBOR plus
                                                  1.75%

  B-2        AA (sf)      15.00        27.79      2.25%

  C          A (sf)       25.50        20.99      Three/six-month
                                                  EURIBOR plus
                                                  2.55%

  D          BBB (sf)     23.60        14.69      Three/six-month
                                                  EURIBOR plus
                                                  4.00%

  E          BB- (sf)     19.50         9.49      Three/six-month
                                                  EURIBOR plus
                                                  6.47%

  F          B- (sf)       8.60         7.20      Three/six-month
                                                  EURIBOR plus
                                                  9.25%

  Sub notes  NR           37.00         N/A       N/A

  NR--Not rated.
  N/A--Not applicable.
  EURIBOR--Euro Interbank Offered Rate.




=========
I T A L Y
=========

GAMENET GROUP: S&P Puts 'B+' Issuer Credit Rating on Watch Neg.
---------------------------------------------------------------
S&P Global Ratings placed its 'B+' issuer credit and issue ratings
on gaming company Gamenet Group S.p.A (Gamenet) and its senior
secured notes on CreditWatch with negative implications.

The CreditWatch placement follows the announcement on Oct. 23,
2019, that Apollo reached an agreement with existing Gamenet
investors, TCP Lux Eurinvest S.a r.l. and Intralot Italian
Investments B.V. for the acquisition of a stake representing 48,67%
issued shares. Upon completion of the acquisition, which is subject
to regulatory approval, Apollo will be required to make a mandatory
takeover offer for the remaining shares, with the aim of ultimately
delisting the group

S&P said, "Apollo's proposed financial policy and capital structure
for Gamenet have not been disclosed. However, we believe that under
financial-sponsor ownership there is the potential for a more
aggressive financial policy and ultimately for credit metrics to
weaken. Our current base-case forecast is for Gamenet's adjusted
debt to EBITDA to be in the 3x-4x range.

"We could lower our rating on Gamenet by at least one notch upon
the completion of the transaction and finalization of our analysis
of the final capital structure."

The deal is expected to be completed in first-quarter 2020, once
competition clearances and necessary regulatory approvals are
obtained and the delisting is achieved.

S&P said, "We expect to resolve the CreditWatch within the next
three-to-six months, upon completion of the acquisition and after
assessing Gamenet's financial risk profile pro forma the
transaction, with emphasis on the company's prospective financial
policies and credit metrics.

"We may lower our ratings by at least one notch if the proposed
acquisition is completed and the new financial-sponsor owner
implements a more aggressive financial policy."


TELECOM ITALIA: S&P Affirms 'BB+/B' ICRs, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirming our 'BB+/B' ratings on Telecom Italia
SpA (TIM).

S&P said, "We expect adjusted leverage will temporarily peak in
2019 at 4.2x, above our range for the rating. We have decided to
expand our downside rating trigger for TIM to 4x to reflect the
non-operating accounting impact of IFRS16 on adjusted leverage,
which is in line with peers, and a proforma deconsolidation of
Inwit."

The increase in leverage is driven by weaker domestic EBITDA on an
organic basis (pre-IFRS16 adjustments) due to competitive pressures
in the Italian mobile market after Iliad's entrance. It also
reflects higher debt arising from IFRS16 lease capitalization,
which S&P expects will add about EUR3.6 billion to our adjusted
debt figures. Although slightly offset by an accompanying EBITDA
add-back of about EUR700 million, the net impact still adds about
another 0.1x leverage versus 2018.

S&P said, "We forecast top-line revenue stabilization in 2020 and
sustained lower capex driving strong cash flow-led deleveraging to
levels sustainably and materially below 4x. The Italian mobile
market is stabilizing and all the main carriers have increased
prices in 2019, repairing some of the market turbulence created by
Iliad's entry last year. We expect recent trends of increasing
mobile average revenue per user (ARPU) and declining mobile number
portability will continue, allowing TIM to finish 2019 with
stabilized operating trends in Italy. We expect contributions from
the Brazilian operations, which have been consistently strong on an
organic basis, will benefit from lower macroeconomic and currency
headwinds in our forecast, driving a positive net contribution to
consolidated revenue. Combined with sustainably lower capex of
EUR3.6 billion-EUR3.7 billion, incremental profitability
improvements, and reduced working capital needs after a spike in
2019, we expect recurring FOCF before spectrum of at least EUR2
billion will materially deleverage TIM below 4x adjusted.

"We are expanding our leverage threshold to 4.0x from 3.8x. This is
both because we do not think the 2019 IFRS16 adjustment is
reflective of a change in credit quality, and because our prior,
tighter threshold was partially to offset the favorable impact of
consolidating Inwit despite minority ownership. Deconsolidation
removes this need. Upon deconsolidation we will apply our operating
lease adjustment to TIM's master service agreements with Inwit,
increasing pro-forma adjusted leverage a further 0.1x in 2020. This
is consistent with our ratios and adjustments criteria guidance for
tower master service agreements, despite their being expensed under
IFRS16 accounting principles. However, our assumptions on dividends
and proceeds from a further sell-down to 25% of Inwit ownership, as
well as a deconsolidation of Inwit's IFRS16 debt, primarily arising
from ground leases, is likely to fully offset our operating lease
adjustment.

"The stable outlook reflects our expectation of adjusted leverage
falling materially and sustainably below 4x in 2020 and adjusted
funds from operations (FFO) to debt rising to 20% from 18% in
2019-2020. Improvements in that range will come mainly from
improvements in recurring FOCF which we expect to rise sustainably
toward 10% of adjusted debt in 2020.

"We could lower the rating if we no longer expected adjusted
leverage to improve sustainably below 4x. This could stem from
higher-than-anticipated capex or working capital requirements that
constrain FOCF below EUR2 billion beyond 2019. It could also be the
result of operational factors like an unexpected return to
unsustainable mobile competition that depresses ARPU or causes
churn levels to spike, or from longer-term fixed-line deterioration
under pressure from Openfiber. If, contrary to our current
expectations, TIM moved to relinquish control over its fixed-line
network, we could also consider a downgrade based on a weaker
business profile, unless offset by material deleveraging.

"We could raise the rating if we expect sustainable adjusted
leverage comfortably below 3.5x, and an increase in FFO to debt
toward 25% and FOCF to debt sustainably above 10%. Further progress
in strengthening governance at the board level, such that there is
long-term clarity in the company's strategic priorities, asset
plans, and financial and shareholder policies, will also be
required for ratings upside."




===================
K A Z A K H S T A N
===================

KAZAKHYMS INSURANCE: Fitch Affirms BB- IFS Rating, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings affirmed JSC Kazakhmys Insurance Company's Insurer
Financial Strength Ratings at 'BB-' and National IFS at
'BBB+(kaz)'. The Outlook on the ratings is Stable. The ratings have
been removed from Rating Watch Negative, on which they were placed
in June 2019.


KEY RATING DRIVERS

The removal of the RWN follows the return by the Kazakh insurance
regulator to looser reserving standards from September 30, 2019.
This means that Kazakhmys Ins's prudential metrics will not be
negatively affected by the requirement to set the reinsurers' share
in technical reserves at zero for a number of lines.

Between June 2019 and September 2019 the National Bank of
Kazakhstan, which acts as the regulatory and supervisory body for
the local insurance sector, required local non-life insurers to set
the reinsurers' share in technical reserves at zero for a number of
lines, including general third-party liability (GTPL) and financial
risks, unless those risks are ceded to any reinsurance pool or
require reinsurance due to their catastrophic nature. At the same
time the regulator did not introduce any direct barriers to
purchase reinsurance for those kinds of risks.

If the tighter reserving regulations are not withdrawn, Kazakhmys
Ins could be exposed to the risk of non-compliance with its
prudential metrics, including solvency margin and coverage of net
technical reserves by certain classes of liquid assets. Kazakhmys
Ins was one of the most affected local non-life players by the new
regulations due to its focus on general third-party liability
insurance (GTPL) (36% of gross premiums written in 2018) and more
than 90% reinsurance cessions for the line. Before the withdrawal
of the tighter regulations became known, Kazakhmys Ins had cut its
GTPL to 1% in 5M19 and supported the business volumes with cargo
risks in 1H19 and accident risks in 3Q19.

At end-3Q19 Kazakhmys Ins's solvency margin stood at a very strong
224% and the coverage of net technical reserves with liquid assets
at 4.79x. Fitch believes that the risk of non-compliance with the
regulatory prudential metrics has decreased significantly and the
insurer could return to its regular business mix.

Kazakhmys Ins's written premiums fell 15% on a gross basis but grew
15% on a net basis (after the reinsurance) in 3Q19 from 3Q18. The
insurer reported a net income of KZT1 billion in 3Q19, a notable
weakening from KZT2.5 billion a year earlier, although the latter
was supported by one-off FX gains of KZT0.6 billion and also
notable releases of the incurred-but-not-reported loss reserves.

RATING SENSITIVITIES

The ratings could be upgraded if Kazakhmys Ins reduces its
dependence on reinsurance, provided that the company achieves a
repositioning of its business mix and maintains asset risk at the
present level.

The ratings could be downgraded if the credit quality of Kazakhmys
Ins's investment portfolio deteriorates, the regulatory solvency
margin falls below 120% on a sustained basis, or if the quality of
the reinsurance protection worsens.




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

NB TRICITY: Files for Bankruptcy After OMG-G-S Deal Termination
---------------------------------------------------------------
Reuters reports that Nextbike Polska SA said Metropolitan Area
Gdansk-Gdynia-Sopot terminated the deal for management of
Metropolitan Bicycle System OMG-G-S with NB Tricity, the company's
wholly-owned unit.

According to Reuters, the metropolitan area has requested that the
unit pay contractual penalty of PLN22.2 million.

The company also said that the metropolitan area has voted against
arrangement with creditors under prepackaged arrangement
proceedings, Reuters relates.

In a different statement, the company said that as a result of
becoming insolvent and unable to conclude arrangement with its
creditors, the unit has resolved to file for bankruptcy, Reuters
discloses.


ZABRZE CITY: Fitch Affirms BB+ LongTerm IDRs, Outlook Stable
------------------------------------------------------------
Fitch Ratings affirmed the Polish City of Zabrze's Long-Term
Foreign- and Local-Currency Issuer Default Ratings at 'BB+' and
National Long-Term Rating at 'BBB+(pol)'. The Outlooks are Stable.

The affirmation reflects Fitch's unchanged view that that despite
expected modest operating results in the medium term, Zabrze's debt
ratios will remain in line with a 'BB+' rating. Fitch assesses
Zabrze's standalone credit profile at 'bb+'.

Zabrze is a medium-sized city by Polish standard, located in the
Slaskie region and is part of the Silesia Metropolis (more than two
million inhabitants). It benefits from its location at a crossroads
of the main Polish rail and road corridors. Zabrze's tax base is
diversified but weaker than other Polish cities'. GDP per capita in
2016 (last available data) for the Gliwicki sub-region, where
Zabrze is located was 123% of the national average but this
probably overestimates Zabrze's performance. Zabrze's local economy
is dominated by industry and construction (48% of the sub-region's
gross value added in 2016), above the Polish average of 35%.

KEY RATING DRIVERS

Revenue Robustness Assessed as Midrange

Zabrze's revenue sources are stable with revenue growth prospects
in line with national GDP growth. Current transfers accounted for
almost 47% of operating revenue in 2018, with the majority of
transfers from the state budget (A-/Stable). Tax revenue accounted
for almost 40% of Zabrze's operating revenue in 2018, based on
moderately cyclical economic activities. Personal income tax
accounts for 25% of operating revenue, local taxes at 13% while
corporate income tax, a more volatile revenue item, accounts for
only 1%.

Zabrze's tax base is diversified but weaker than other Polish
cities', which translates into slower growth of tax revenue (CAGR
of 5.4% in 2014-2018) and of operating revenue (CAGR of 5.3%) in
comparison with wealthier cities (about 7% and up to 8%,
respectively).

Revenue Adjustability Assessed as Weaker

Fitch assesses Zabrze's ability to generate additional revenue in
response to possible economic downturn as limited, in line with the
majority of Polish cities. Income tax rates are set by the central
government, as well as the majority of current transfers. Where
Zabrze has flexibility on certain local taxes (13% of operating
revenue), this flexibility is limited by rate ceilings set within
national tax regulation.

As its tax revenue per capita is lower than the average for other
Polish cities, Zabrze is entitled to receive equalisation subsidy.
However, the amounts received are low in relation to the city's
budget, ie. PLN20 million in 2019, or only 2% of operating revenue.
The city could increase its revenue with asset sale (on average
PLN30 million of proceeds in 2014-2018, ie. about 4% of total
revenue), but this source of revenue may prove unsustainable in an
economic downturn.

Expenditure Sustainability Assessed as Midrange

The city's expenditure sustainability is underpinned by
non-cyclical responsibilities such as education, public transport,
municipal services, administration and others. However, due to a
higher share of inflexible costs than in other cities, Zabrze's
operating margin is more prone to volatility, especially when
central government decisions, eg. the teachers' salary increases in
2018-2019, place pressure on operating spending.

Zabrze aims to keep operating spending growth broadly in line with
operating revenue growth over the long term. Such an approach
resulted in an average operating balance of 5%-6% of operating
revenue in 2014-2018. In light of the availability of
non-returnable EU grants, Fitch expects the city's capex to rise in
2019-2023. However, Fitch expects part of this capex to also be
financed with debt, thereby leading to a budget deficit of up to 5%
of total revenue.

Expenditure Adjustability Assessed as Midrange

The city can scale back a significant part of its capex and more
than 10% of its operating expenditure. Capex (PLN120 million in
2018 or 12.6% of total expenditure) is almost equally split between
investments and contributions to the city's companies. While Zabrze
has scope to scale back capex in case of need, it has much lower
flexibility with respect to capital injections into the city's
companies.

Liabilities and Liquidity Robustness Assessed as Midrange

The city's loan portfolio is dominated by bonds (60% of the total
with maturity up to 10 years at end- June 2019), preferential loans
and loans from local banks (8%) and a European Investment Bank
(EIB; AAA/Stable) loan (31%)). The EIB loan helps support a
long-term and smooth repayment schedule until 2042, mitigating
repayment risk. The city's debt is in Polish zloty and at floating
rates, which exposes the city to interest rate risk as Polish
cities are not allowed to use derivatives. Zabrze partially
mitigates this risk by budgeting higher amounts than necessary for
debt service.

Under its new Local and Regional Government (LRG) Criteria Fitch
includes the debt of the city's football stadium company as other
Fitch-classified debt of Zabrze. This is because the company's debt
was raised to build a facility on behalf of Zabrze and is
effectively the city's obligation. Fitch also includes liabilities
stemming from the sell-and-buy back transaction of the football
club company. However, the transactions are modest (PLN179 million
at end-2018) in relation to the city's budget and are budgeted for
in the city's long-term projections for capex.

Liabilities and Liquidity Framework Flexibility Assessed as
Midrange

Fitch assesses the city's liquidity framework as 'Midrange' given
the absence of emergency liquidity support from upper tiers of
government but takes in account available liquidity under a
committed liquidity line provided by ING Bank Slaski S.A.
(A/Stable).

Zabrze frequently uses its low-cost liquidity lines (with a limit
of PLN50 million) to manage liquidity during the year and to
postpone the drawdown of more costly long-term debt closer to
year-end. This policy results in low levels of cash at year-end,
which covered only 15% of annual debt service in 2017-2018. Fitch
assumes this will continue in the following years.

Debt Sustainability Assessment: 'bbb'

Under its rating case, Fitch projects the city's debt payback ratio
(net adjusted debt-to-operating balance) will rise to about 14.7x
for 2019-2023 from about 13x in 2018. Fitch's rating case also
projects that the fiscal debt burden will remain strong during the
forecast period, falling to 65% in 2023 from about 78% in 2018. The
strong fiscal debt burden ratio counterbalances the city's weak
synthetic and actual debt service coverage ratios of about 1x. All
these metrics underpin the city's debt sustainability assessment at
'bbb'.

DERIVATION SUMMARY

Fitch assesses Zabrze's SCP at 'bb+', which results from a
'Midrange' risk profile and a 'bbb' debt sustainability assessment.
Zabrze's SCP assessment also factors in peer comparison in the same
rating category. The city's IDRs are not affected by any asymmetric
risk or extraordinary support from the Polish state.

KEY ASSUMPTIONS

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

  - Operating revenue CAGR of 3.8% over 2019-2023

  - Operating expenditure CAGR of 4.1% over 2019-2023

  - Capital revenue and capex lower than administration's
    long-term projections based on historical trend of underspend

  - Interest rates paid on debt higher than in base case by
    0.25pp annually from 2020

  - Declining other Fitch-classified debt in line with the
    repayment schedule (no new debt-financed investments
    undertaken by GRE as envisaged by the city).

RATING SENSITIVITIES

The ratings could be upgraded if Zabrze improves its debt payback
ratio to below 13 years on a sustained basis and its debt service
coverage ratios to above 1x under Fitch's rating case.

The ratings could be downgraded if Zabrze's debt payback ratio
deteriorates towards 16-18 years on a sustained basis under Fitch's
rating case.




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

BANK PRIME: Bankruptcy Hearing Scheduled for Oct. 30
----------------------------------------------------
The provisional administration to manage Bank Prime Finance Public
Limited Company, or Bank Prime Finance PLC (hereinafter, the Bank)
appointed by virtue of Bank of Russia Order No. OD-1303, dated June
6, 2019, following its banking license revocation, in the course of
its inspection of the Bank, established evidence suggesting that
the Bank's owner and executives conducted operations to either
siphon off funds or conceal assets previously siphoned off -- by
theft of funds or abuse of authority.

The provisional administration estimates the value of the Bank's
assets to be insufficient for it to meet its liabilities.

The Bank of Russia applied to the Court of Arbitration of Saint
Petersburg and the Leningrad Region to declare the Bank insolvent
(bankrupt).  The hearing is scheduled for October 30, 2019.

The Bank of Russia submitted the information on financial
transactions evidencing criminal offence to the Prosecutor
General's Office of the Russian Federation and the Investigative
Committee of the Ministry of Internal Affairs of the Russian
Federation for consideration and procedural decision-making.


CB ASSOTSIATSIYA: Liabilities Exceed Assets, Assessment Shows
-------------------------------------------------------------
The provisional administration to manage JSC CB Assotsiatsiya
(hereinafter, the Bank) appointed by virtue of Bank of Russia Order
No. OD-1759, dated July 29, 2019, following the banking license
revocation, in the course of the inspection of the Bank established
that the Bank's officials conducted operations to divert funds
through lending to borrowers incapable of meeting their
obligations, and to conceal these operations and information about
the real financial standing of the Bank.

The provisional administration estimates the value of the Bank's
assets to be no more than RUR9.6 billion, whereas its liabilities
to creditors exceed RUR11.3 billion.

On September 19, 2019, the Arbitration Court of the Nizhny Novgorod
Region recognized the bank as bankrupt.  The State Corporation
Deposit Insurance Agency was appointed as receiver.

The Bank of Russia submitted the information on the financial
transactions suspected of being criminal offences that had been
conducted by the Bank's officials to the Prosecutor General's
Office of the Russian Federation and the Investigative Committee of
the Ministry of Internal Affairs of the Russian Federation for
consideration and procedural decision-making.


CREDIT EUROPE: Moody's Alters Outlook on B1 Deposit Ratings to Pos.
-------------------------------------------------------------------
Moody's Investors Service changed the issuer outlook on Credit
Europe Bank Ltd. and the outlook on its long-term local and
foreign-currency deposit ratings to positive from stable, affirming
the bank's B1 long-term deposit ratings, its b1 Baseline Credit
Assessment and Adjusted BCA, Ba3(cr) long-term Counterparty Risk
Assessment and Ba3 long-term local and foreign-currency
Counterparty Risk Ratings. The bank's B2 subordinated debt rating,
its Not Prime short-term deposit ratings and CRRs and its Not
Prime(cr) short-term CR Assessment were also affirmed.

The positive outlook acknowledges the bank's solid financial
fundamentals and the potential for a higher BCA and ratings.

RATINGS RATIONALE

The positive outlook acknowledges CEBL's consistently solid
financial performance in the recent years, which Moody's expects to
be sustained in the next 12-18 months, its strong loss absorption
capacity and the recent strengthening of the bank's market
franchise.

The bank has a solid capital buffer (Basel I Tier 1 of 15.0% as of
June 30, 2019), which Moody's expects to strengthen further in the
next 12-18 months, on the back of no planned loan book growth and
partial capitalization of earnings. CEBL has remained profitable
through the cycle, with its return on average assets (ROAA)
recently stabilizing at 1-1.5%. Moody's expects that the bank's
pre-provision income (2.8% in the first half of 2019) will be
supported by the reduction of both funding and operating costs and
will remain more than sufficient to absorb the forecasted cost of
risk.

CEBL's loan book is well diversified by segment: as of June 30,
2019, its portfolio was roughly equally split between corporate
loans, unsecured and secured consumer loans. CEBL's problem loan
ratio stood at 7.3% as of June 30, 2019, and Moody's expects this
ratio to increase moderately in the next 12-18 months, as the loan
book seasons after 38% growth in 2018. However, Moody's expects the
negative impact to be contained, since management has
conservatively stopped the bank's growth in unsecured consumer
lending. CEBL's exposure to the relatively risky segments of
corporate lending, such as foreign-currency denominated loans and
loans to real estate developers, has also considerably decreased in
the recent years: as of June 30, 2019, the bank's foreign-currency
denominated loans stood at 11% of gross loans (down from 18% as of
year-end 2016) and real estate and construction segments accounted
for 23% of gross loans (down from 35% as of year-end 2016).

CEBL's funding and liquidity profile is solid, with its dependence
on wholesale funding consistently below 10% of tangible assets in
the recent years, and liquid assets covering more than 20% of total
liabilities as of June 30, 2019.

The bank's franchise has strengthened recently, in particular, in
its key business segment of car lending. As of June 30, 2019, the
bank ranked 6th by the size of its car loan book, and Moody's
expects this position to be sustained in the next 12-18 months.

CEBL has a concentrated ownership structure (the bank is ultimately
controlled by a single individual, Mr. Husnu Ozyegin, which entails
key-man risk. However, Moody's does not apply any corporate
behaviour adjustment to the bank, given that it does not issue
loans to related parties, consistently reporting zero credit
exposure in the recent years.

WHAT COULD MOVE THE RATINGS UP/DOWN

The ratings of CEBL could be upgraded, if the bank sustains its
strong profitability and capital adequacy metrics and demonstrates
an ability to contain the negative pressure on its asset quality,
which stems from the loan book seasoning and the growing consumer
leverage in Russia.

A downgrade of CEBL's ratings is unlikely over the next 12-18
months, given the positive outlook. However, the outlook could be
changed to stable, if the bank's asset quality or profitability
deteriorates beyond Moody's current expectations.

LIST OF AFFECTED RATINGS

Issuer: Credit Europe Bank Ltd.

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed b1

Baseline Credit Assessment, Affirmed b1

Long-term Counterparty Risk Assessment, Affirmed Ba3(cr)

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

Long-term Counterparty Risk Ratings, Affirmed Ba3

Short-term Counterparty Risk Ratings, Affirmed NP

Long-term Bank Deposit Ratings, Affirmed B1, Outlook Changed To
Positive From Stable

Short-term Bank Deposit Ratings, Affirmed NP

Subordinate Regular Bond/Debenture, Affirmed B2

Outlook Action:

Outlook Changed To Positive From Stable

PRINCIPAL METHODOLOGY

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


SVYAZ-BANK JSCB: Fitch Withdraws BB- Issuer Default Rating
----------------------------------------------------------
Fitch Ratings maintained PJSC JSCB Svyaz-Bank's Long-Term IDRs of
'BB-' on Rating Watch Positive and upgraded the Viability Rating to
'b' from 'b-'. Fitch has simultaneously withdrawn all ratings and
will no longer provide rating and analytical coverage of SB.

The ratings were withdrawn for commercial reasons.

KEY RATING DRIVERS

IDRS AND SUPPORT RATING

The IDRs of SB are maintained on RWP to reflect its ongoing
transfer to Promsvyazbank (PSB), which Fitch expects to be
completed by year-end. PSB is a state-owned universal bank
primarily responsible for servicing state defence orders and other
large state contracts.

According to the Russian authorities, after the transfer SB will be
merged with PSB. In Fitch's view, the potential ability of PSB to
support SB is underpinned by the former's strategic state ownership
and its own likely access to state support in case of need.

In September 2019, SB's ownership was temporarily transferred from
VEB.RF (VEB, BBB/Stable) to Rosimushchestvo, a Russian government
body managing state-owned assets, after VEB had purchased the
distressed legacy assets from SB and provided it with capital
support. The law prescribes Rosimushchestvo to pass the bank to PSB
by end-2019.

SB's IDRs and '3' Support Rating are based on institutional support
from PSB rather than the sovereign, due to (i) already high
operational integration between SB and PSB, and (ii) SB's imminent
transfer to PSB, with Rosimushchestvo serving only as an
intermediary to facilitate the transfer.

VR

The VR upgrade reflects substantial improvement of SB's financial
profile following a clean-up by VEB. VEB's buyout of problem assets
worth RUB27 billion in August 2019 and the bank setting aside
additional impairment charges on residual impaired loans have
significantly reduced asset quality risks. As assessed by Fitch,
aggregate high-risk exposures, net of reserves, fell to 0.3x of FCC
at end-1H19 from 1.1x at end-2018.

The bank's capitalisation was bolstered by a RUB12.8 billion common
equity injection by VEB in August 2019. Adjusted for this recap,
end-1H19 FCC would have increased to 15.3% of regulatory
risk-weighted assets (RWAs) from 8.3% . Regulatory Tier 1 and Total
capital ratios also improved to 15% and 22% of regulatory RWAs at
end-3Q19 from 10% and 15% at end-1H19, exceeding the minimum
required ratios including additional buffers (8.125% and 10.125%,
respectively).

However, the bank continues to demonstrate weak performance,
burdened by a historically high cost of funding (5.7% in 1H19) and
low operational efficiency (cost-to-income ratio of 127% in 1H19).
These were exacerbated by one-off impairment and litigation
charges, leading to a net loss (return on average asset (ROAA) of
-8%).

SB remains predominantly customer-funded (86% of total liabilities
at end-1H19). Despite a moderate 10% outflow of both retail and
corporate deposits in 1H19, the bank's liquidity cushion (RUB60
billion at end-1H19, or 24% of total assets) was well above planned
repayments for the next 12 months (RUB20 billion), with residual
liquid assets covering 20% of customer accounts.

RATING SENSITIVITIES

Not applicable.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The maintenance of the RWP on SB's IDRs reflects Fitch's view that
PSB will have a high propensity to support the bank once the
ownership transfer is completed.


[*] RUSSIA: Central Bank to Soften Capital Buffer Requirements
--------------------------------------------------------------
Tatiana Voronova at Reuters reports that the Russian central bank
is set next year to slightly soften capital buffer requirements on
banks that assess their own credit risk, deputy governor Vasily
Pozdyshev told Reuters, in a bid to encourage more lenders to take
up the practice.

According to Reuters, the move comes as the Russian central bank
presses for banks to conduct in-house risk assessments, saying it
allows for better management of banks' capital cushions and could
cut the cost of borrowing.

The softened regulations at this stage would apply to Sberbank and
the Russian unit of Raiffeisenbank, the only two lenders the
Russian central bank has authorized to calculate their own credit
risk using what is called an internal ratings-based (IRB) approach,
which is used under global banking regulations, Reuters discloses.

Under the reform, the central bank plans to slightly reduce the
minimum amount of capital these banks must keep in their reserves
to limit the risk of insolvency, Reuters states.  This means they
would have more flexibility to use funds that would otherwise be
shelved, Reuters notes.

Other banks in Russia calculate their credit risk according to
central bank criteria, despite wanting to base their capital
allocations on ratings by domestic ratings agencies, according to
Reuters.

Many banks believe risk assessments based on domestic ratings would
not be as harsh as those made by the central bank and allow them to
free up more capital for lending, Reuters relays.

But the central bank says domestic rating agencies lack expertise
for risk assessments and allows some banks to establish their own
in-house risk assessment practices, which must be approved by the
central bank, Reuters notes.




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

GRIFOLS SA: S&P Affirms 'BB+' Rating on Senior Secured Facilities
-----------------------------------------------------------------
S&P Global Ratings affirmed its issue rating on Grifols S.A.'s
senior secured facilities at 'BB+'. The unchanged '2' recovery
rating indicates its expectation for meaningful recovery (50%-70%;
rounded estimate: 70%) in the event of a payment default. As part
of its refinancing, Grifols will:

-- Increase by $200 million its revolving credit facility (RCF),
to $500 million, and extend its maturity to 2025 from 2023.

-- Replace its existing $3.0 billion term loan A maturing in 2023
with a new term loan B (TLB) maturing in 2027 for a total of $2.85
billion.

-- Replace its existing $3.0 billion TLB maturing in 2023 with a
new $3.0 billion TLB maturing in 2027.

-- S&P recognizes that Grifols' larger RCF will bolster its
liquidity options and help the company fund its rapid growth. S&P
also acknowledges that the company does not currently have any
outstanding borrowings under the revolver. Similarly, S&P expects
Grifols to benefit from a lower cost of debt on its new issuances,
and hence a lower interest burden.

All of S&P's other ratings on Grifols (BB/Stable/--) remain
unchanged.

Issue Ratings – Recovery Analysis

Key analytical factors

-- S&P is affirming the 'BB+' issue rating of Grifols' senior
secured instruments, including the new $500 million RCF, $3 billion
TLB, $1.6 billion TLB, and $1.25 billion senior secured notes.

-- The comprehensive security package, higher valuation prospects,
and higher expected operating performance continue to support the
recovery rating of '2'. The significant amount of senior secured
debt in the capital structure continues to constrain the recovery
rating. S&P's recovery expectations are in the 70%-90% range
(rounded estimate: 70%).

-- S&P affirms the 'B+' issue rating on the EUR1 billion senior
unsecured notes with a recovery rating of '6', reflecting their
subordination to the senior secured loans and the unsecured nature
of the debt.

-- S&P's simulated default scenario contemplates a payment default
in 2024, attributable to a loss of market share and margin
contraction, driven by increased competition along with potential
regulatory risk.

-- S&P values Grifols as a going concern, given its view of its
strong market position in an industry with limited players and
generally high barriers to entry.

Simulated default and valuation assumptions

-- Year of default: 2024
-- Jurisdiction: U.S. and Spain

Simplified recovery waterfall

-- Emergence EBITDA: EUR640 million. Capex represents 3.5% of
average sales; 0% cyclical adjustment in line with standard
assumptions for the industry; and 5% operational adjustment due to
positive market dynamics in the plasma industry.

-- EBITDA multiple: 6.5x

-- Gross recovery value: EUR4,161 million

-- Net recovery value for waterfall after administrative expenses
(5%): EUR3,953 million

-- Estimated first-lien senior secured debt claims: EUR5,619
million*

-- First-lien recovery range: 70%-90% (rounded estimate: 70%)

-- Recovery rating: 2

-- Estimated total unsecured claims: EUR2,880 million

-- Unsecured recovery range: 0%-10%

-- Recovery rating: 6

*All debt amounts include six months of prepetition interest.




=====================
S W I T Z E R L A N D
=====================

EUROCHEM GROUP: Fitch Affirms BB LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings affirmed Switzerland-based holding company EuroChem
Group AG's Long-Term Issuer Default Rating at 'BB' with a Stable
Outlook.

The affirmation of the rating captures the group's enhanced
operational profile following the completion of its Kingisepp
ammonia plant and ramp-up of the Usolsky potash mine, and a
higher-than- anticipated debt load resulting from a USD0.8 million
share buyback in October 2019. Fitch forecasts the group's funds
from operations (FFO)-net adjusted leverage at 3.3x at end-2019,
compared to 2.9x under its previous base case and 3.1x at
end-2018.

Eurochem's diversification into all three nutrients (nitrogen,
phosphate and potash), vertical integration and strong cost
position support a business profile commensurate with an investment
grade rating. In recognition of the underlying improvement in the
group's cash flow generation capacity, Fitch has relaxed its
positive net leverage sensitivity to 3.5x from 3.0x. While this
threshold is expected to be met in the absence of any shareholder
distributions, a positive rating action would be contingent on a
reduction in the group's absolute debt level and on more clarity on
its financial policy.

KEY RATING DRIVERS

Business Profile Enhanced Beyond 2020: Fitch assumes that
EuroChem's Northwest ammonia project in Kingisepp and Usolskiy
potash mine will start contributing materially to earnings in 2020.
The new capacity more than covers EuroChem's internal needs and
enhances its vertical integration and product diversification with
a presence in all three major nutrients. Both projects are located
on the first quartile of the cash cost curve.

The NorthWest ammonia plant is expected to generate positive EBITDA
from 2019, producing at above capacity to date. The project targets
almost one million tonnes per annum of ammonia, a figure that could
be reached next year. The Usolskiy potash mine is expected to
produce 1.1 million tonnes out of a designed capacity of 2.3
million tonnes in 2019, with a possible further design expansion to
2.9 million tonnes in two years. The Group sells its potash
products to the Brazilian market through its own distribution
network.

Volatile Market Environment: EuroChem's sales and EBITDA increased
respectively by 14% and 21% yoy in 1H19 as favourable prices in
potash, urea and iron ore offset weaker ammonia and phosphate
prices. In the medium term, Fitch expects phosphates and potash to
face supply-driven price volatility, offset by the robust trends in
nitrogen markets on the back of limited capacity additions and cost
increase for non-integrated producers.

Fitch believes that EuroChem's scale, market reach and strong cost
position should support profitability and cash flow generation
through the cycle. Fitch expects expansion into the high-margin
potash segment and the self-sufficiency in ammonia to maintain new
EBITDA margins at around 30% in the next four years compared to 27%
in 2018.

Further Delays to The VolgaKaliy Potash Project: The VolgaKaliy
flotation plant is in commissioning mode and the first marketable
products have been delayed by one year to 2020. VolgaKaliy is one
of the four largest deposits of potash ore in Russia with a total
capacity of 4.3mt (Phase 1: 2.3mt post-2022; Phase 2: 2.0mt by
2026). It is characterised by favourable logistics but complicated
by deep potash layer (1,000+ meters) with three water layers above.
The group is currently conducting the 3D seismic survey to improve
mine planning.

Normalised Capex to Support FCF: Out of about USD8 billion
dedicated to the potash and ammonia projects, around USD6.0 billion
has been spent, with the remaining USD2.5 billion mostly earmarked
for completion of VolgaKaliy and further expansion of Usolskiy over
the next four years. Its base case assumes capex levels to remain
high at over USD1 billion in 2019-2020 and to gradually decrease to
USD700 million by 2022. This also includes several small and
medium-sized investments across the range of EuroChem's fertiliser
production and trading facilities. Production ramp-up and
decreasing investments should support positive pre-dividend FCF
generation from 2020.

Return of Cash Flow to Shareholders: The group's debt load at
end-2019 is forecast to be higher than previously anticipated due
primarily to EuroChem's mostly debt-funded purchase of a 10%
minority stake from its former CEO for USD0.8 million. Fitch
understands from the management that there are no plans to sell or
cancel this stake in the near term. In the absence of specific
guidance, Fitch assumes that some of the group's FCF will only be
upstreamed to the shareholder once net debt/EBITDA decreases to
2.5x, which Fitch expects to occur by end-2021. In 2016, the group
signed an agreement for a perpetual shareholder loan of up to USD1
billion, of which USD250 million was outstanding in 2016 and USD850
million at end-2018. The loan has been treated as equity under
Fitch's methodology. The 2018 drawdown was used towards the
repayment of the Usolskiy project finance facility.

Strong Business Fundamentals: EuroChem has a strong presence in
CIS, including Russia, and European fertiliser markets (more than
50% of 2018 sales) with around a 15% share of premium fertiliser
sales. It is the seventh-largest EMEA fertiliser company by total
nutrient capacity and aims to join the top three in the world with
capacity in all three primary nutrients. The group also has access
to the premium European compound fertiliser market, with production
in Antwerp, and trademarks and third-party sales (around 25% of
sales) distributed through its own network. EuroChem's Russia-based
phosphate and nitrogen production assets are comfortably placed in
the first quartile of their respective global cost curves,
supported by the weaker rouble.

Project Financing Consolidated: EuroChem procured project financing
for its Usolskiy Potash project (repaid) and its Baltic ammonia
project in 2014 and 2015, respectively. Even though the financing
is specific to the projects and has non-recourse features that
separate it from EuroChem's outstanding debt, Fitch continues to
consolidate the debt because of the strategic importance of the
investments and the inclusion of a cross-default clause in the
financing agreement.

DERIVATION SUMMARY

EuroChem's scale is on a par with that of large fertiliser peers,
such as CF Industries Holdings, Inc. (BB+/Stable), Israel Chemicals
Ltd. (ICL, BBB-/Positive) and OCP S.A. (BBB-/Stable). The group's
level of diversification across complex fertilisers is similar to
that of PJSC PhosAgro (BBB-/Stable), ICL and PJSC Acron
(BB-/Stable). EuroChem also has some exposure outside the
fertiliser market (iron ore) but it remains limited compared with
ICL's bromine-based specialty chemicals and OCI N.V.'s (BB/Stable)
industrial chemicals. EuroChem ranks behind OCP and PhosAgro in
terms of leadership in the phosphates market, and behind Uralkali
PJSC (BB-/Positive) in the more concentrated potash segment.

EuroChem's partial vertical integration underpins a cost position
on the lower part of the global urea and diammonium phosphate (DAP)
cost curves, but substantial trading operations dilute the group's
EBITDA margins (27% in 2018). This is below other cost leaders',
such as Uralkali (2018: 53%), Acron (34%), CF Industries (36%) or
PhosAgro (32%), but comparable with OCP (30%) and OCI (29%).

EuroChem's ratings also incorporate FFO adjusted net leverage
forecast below 3.5x from 2020 onwards, ranking below most of its
peers excluding Uralkali, OCI and OCP.

KEY ASSUMPTIONS

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

  - Nitrogen fertilisers pricing to increase over the rating
    horizon while potash and iron ore decrease gradually;
    phosphate to remain under pressure in the medium term;

  - Potash (Usolsky) and ammonia project (Kingisepp) to start to
    add production volumes from 2019, Volgalkaly from 2021;

  - RUB/USD at 65.6 in 2019, 66.6 in 2020 and 67.3 from 2021;

  - Capex (including capitalised costs) at USD1.2 billion in
    2019 decreasing to USD700 million in 2022;

  - No distribution to shareholders.

RATING SENSITIVITIES

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

  - Positive FCF and reduction in absolute amount of debt
    leading to FFO-adjusted net leverage sustainably below 3.5x;

  - More clarity on financial policy;

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

  - Continued aggressive capex or shareholder distributions
    translating into FFO-adjusted net leverage sustainably above
4x.

LIQUIDITY AND DEBT STRUCTURE

Manageable Liquidity: At 1H19, EuroChem had cash balances of USD328
million, undrawn committed credit facilities of about USD225
million and USD150 million undrawn portion under the USD1 billion
shareholder loan and USD726 million of short-term debt. Fitch
believes that EuroChem's liquidity remains manageable and is
supported by a combination of uncommitted revolving facilities of
about USD1.4 billion at 1H19, and by the group's proven and
continued access to international and domestic funding. EuroChem
issued a USD700 million five-year Eurobond in March 2019 and RUB52
billion rouble bonds during the first nine of months of 2019.

SUMMARY OF FINANCIAL ADJUSTMENTS
123456789012345678901234567890123456789012345678901234567890123456
  - USD7 million operating lease expense capitalised using 6x
    multiple;

  - USD121 million off-balance-sheet non-recourse factoring
    added to debt, deducted from trade receivable;

  - USD55 million cross-currency interest-rate swap reclassified
    as debt;

  - USD135 million liability from contingent consideration related
    to business combination adjusted to debt.




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

BBA AVIATION: Moody's Rates Proposed $650MM Unsec. Notes 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
$650 million senior unsecured notes due 2028 to be issued by BBA
U.S. Holdings Inc., a subsidiary of BBA Aviation plc. Concurrently
Moody's has affirmed the Ba2 corporate family rating and Ba2-PD
probability of default rating of BBA Aviation plc, and the Ba2
rating on the existing $500 million senior secured notes due 2026
issued by BBA U.S. Holdings Inc. The outlook on both entities has
been changed to negative from stable.

The rating action reflects the expected completion of the sale of
BBA's Ontic division, with the proceeds utilized to partially repay
the company's debt facilities and to make a dividend payment to
shareholders. In conjunction with this transaction the company is
proposing to issue the new senior unsecured notes to refinance the
company's existing bank debt.

RATINGS RATIONALE

BBA's Ba2 CFR reflects the company's: (1) strong competitive
position as the leading fixed base operator (FBO) in the US
following the Landmark acquisition in 2016; (2) integration of EPIC
on track, with further strategic synergies to be captured over the
next 12-18 months; (3) relatively conservative reported net
leverage targets, with further transformational debt-funded
expansion considered unlikely; (4) history of consistent positive
organic revenue growth in its core business since 2010; (5) the
company's solid track record through the last cycle.

The rating also reflects: (1) relatively high Moody's-adjusted
leverage of 4.9x, pro forma for the transaction, including the
substantial operating lease commitments; (2) high cyclicality of
the business and general aviation market; (3) relatively high
dividend payout ratio, which constrains free cash flow generation.

As a result of the proposed transaction BBA will reduce gross
reported debt by $250 million. Pro forma for the transaction
Moody's-adjusted leverage at June 2019 increases by approximately
0.3x to 4.9x, or 3.5x excluding the effects of long-term operating
leases, which are capitalized under IFRS 16 at a multiple of
approximately 9x the annual expense. Moody's considers leverage to
be high for the rating category, while recognising that the higher
leverage metric is driven by the operating lease adjustments. As
the rating is expected to remain relatively weakly positioned in
coming quarters, the outlook has been changed to negative.

Following the sale of Ontic and expected disposal of the company's
ERO division, BBA will be focused almost entirely on its Flight
Support activities through its Signature Fixed Base Operator and
EPIC fuel services businesses. Whilst the disposals will reduce the
diversity of the company's revenues, it will allow BBA to focus on
operational effectiveness and driving synergies across its network.
The remaining businesses are the most cash generative parts of the
group which partially mitigates an increase in Moody's-adjusted
leverage as a result of the transaction.

The company retains a financial policy to maintain company-adjusted
net leverage, excluding operating lease adjustments under IFRS 16,
of between 2.5x and 3x, with a progressive dividend increasing in
line with growth in underlying earnings. This has lead to the
distribution of the majority of free cash flow, resulting in
Moody's-adjusted free cash flow (FCF) to debt remaining in the low
single digit percentages. However the company retains the financial
flexibility to scale back shareholder distributions to accommodate
acquisitions or in case of a cyclical downturn.

Given the financial policies and relatively flat current market
conditions, Moody's expects limited deleveraging over the next
12-18 months. Moody's believes that BBA may continue to be
acquisitive, however, this will be limited to bolt-on acquisitions.
The rating is supported by the company's solid track record, with
positive organic growth in each year since 2010, and outperforming
the market over the last downturn.

Governance considerations that Moody's incorporates in BBA's credit
profile include: 1) BBA was in compliance throughout 2018 with all
relevant provisions of the UK Corporate Governance Code (except
that the external Board evaluation has been delayed for one year);
2) the company maintains a target net reported leverage in the
range 2.5x to 3.0x; and 3) dividend distribution is high relative
to its profit and operating cash flow generation.

STRUCTURAL CONSIDERATIONS

The new $650 million and existing $500 million senior unsecured
notes are rated Ba2 in line with the CFR. This reflects their pari
passu ranking with the company's $400 million revolving credit
facility and all senior unsecured debt structure. However the notes
do not have guarantees from operating companies and are therefore
structurally subordinated to meaningful operating company level
liabilities including trade payables and operating leases which
leaves the instrument ratings relatively weakly positioned.

OUTLOOK

The negative outlook reflects the fact that the rating is weakly
positioned with relatively high leverage. It also reflects the risk
that further releveraging may occur, particularly through
acquisitions or disposals and in the context of a competitive
market with low growth over the next 12-18 months. The outlook
assumes that BBA's organic growth rates and margins will remain
relatively stable, that adequate liquidity is maintained and that
there are no changes to the company's financial policies.

WHAT COULD CHANGE THE RATING UP / DOWN

The outlook could be stabilized if Moody's-adjusted debt/EBITDA
reduces sustainably below 4.5x, whilst the company continues to
achieve positive organic growth and stable margins.

The ratings could be upgraded if Moody's-adjusted debt/EBITDA
reduces well below 4.0x on a sustainable basis, with
Moody's-adjusted EBITA / interest expense above 3.0x, and
Moody's-adjusted free cash flow / debt increasing to the high
single digit percentages. An upgrade would also require continued
positive organic revenue growth at or above the market, with at
least stable margins.

The ratings could be downgraded if Moody's-adjusted debt/EBITDA
increases above current levels on a sustained basis, if
Moody's-adjusted EBITA / interest expense reduces below 2.5x or
there is a material decline in free cash flow generation. The
ratings could also be downgraded if organic revenue growth is
materially below market, if there a decline in margins or if
liquidity concerns arise.

LIQUIDITY

BBA's liquidity is good, supported by cash on balance sheet of $117
million as at June 30, 2019, and a $400 million revolving credit
facility expiring in 2024 (reducing from $650 million on completion
of the sale of Ontic) of which $149 million was drawn as at June
30, 2019. There are no near term debt maturities and substantial
headroom is expected under the maintenance covenants attached to
the RCF.

LIST OF AFFECTED RATINGS:

Issuer: BBA Aviation plc

Affirmations:

LT Corporate Family Rating, Affirmed Ba2

Probability of Default Rating, Affirmed Ba2-PD

Outlook Action:

Outlook, Changed To Negative From Stable

Issuer: BBA U.S. Holdings Inc.

Affirmation:

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed Ba2

Assignment:

BACKED Senior Unsecured Regular Bond/Debenture, Assigned Ba2

Outlook Action:

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

BBA Aviation plc, headquartered in London and with shares listed on
the London Stock Exchange, has around 400 fixed base operator
locations at general aviation airports, with the US being the
largest market followed by Europe. An FBO is a commercial business
granted the right by an airport to operate on the airport and
provide aeronautical services.


FINSBURY SQUARE 2019-2: Fitch Raises Class F Debt Rating to CCCsf
-----------------------------------------------------------------
Fitch Ratings upgraded six tranches and affirmed one tranche of
Finsbury Square 2019-2 plc.

Finsbury Square 2019-2 PLC

                       Current Rating      Prior Rating

Class A XS2021448886; LT AAAsf Affirmed; previously at AAAsf

Class B XS2021449421; LT AA+sf Upgrade;  previously at AAsf

Class C XS2021449694; LT A+sf Upgrade;   previously at Asf

Class D XS2021449777; LT Asf Upgrade;    previously at BBBsf

Class E XS2021449850; LT BBB+sf Upgrade; previously at BB+sf

Class F XS2021449934; LT CCCsf Upgrade;  previously at CCsf

Class X XS2021450437; LT BB+sf Upgrade;  previously at CCCsf

TRANSACTION SUMMARY

The transaction is a securitisation of residential mortgages
originated by Kensington Mortgage Company Limited.

KEY RATING DRIVERS

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.

Error Correction

The upgrades to the class B, C, D, E, F and X notes is due partly
to a correction of an analytical error. In its previous assignment
of ratings Fitch incorrectly modelled the interest margins earned
on the pre-funded assets. This resulted in reduced revenue funds
being available to the issuer in Fitch's analysis to cover interest
payments to note holders and to credit any principal deficiency
ledger entries.

Prefunding Mechanism

The transaction's prefunding mechanism means further loans may be
sold to the issuer, with proceeds from the over-issuance of notes
at closing standing to the credit of the prefunding reserves. Fitch
has received loan-by-loan information on additional mortgage offers
that could form part of the collateral, once advanced by the
seller. However, Fitch assumed the additional pool was based on the
constraints outlined in the transaction documents.

Self-employed Borrowers

Kensington may lend to self-employed individuals with only one
year's income verification completed or the latest year's income if
profit is rising. Fitch believes this practice is less conservative
than that at other prime lenders. Fitch applied a 30% increase to
the foreclosure frequency for self-employed borrowers with verified
income instead of the 20% specified in criteria.

Liquidity Access Constrains Class C Rating

The class C note is able to access amounts standing to the credit
of the general reserve but is unable to access the liquidity
reserve. In a payment interruption event, and if the general
reserve is insufficient to meet interest payments to the class C
after paying senior items in the revenue priority of payments, the
class C notes would defer interest. Fitch requires all 'AAsf'
category rated notes and above to be able to withstand a payment
interruption event; in this case the liquidity provisions are
insufficient for the class C to achieve a rating above 'A+sf'.

RATING SENSITIVITIES

The transaction remains in its prefunding period when further loans
can be sold to the issuer. Fitch has assigned ratings to the
transaction by reference to the prefunding conditions outlined in
the transaction documents, which represents the limit to which
certain characteristics of the pool may deteriorate. In the event
that loans sold to the issuer have stronger credit characteristics
than those assumed upgrades to tranches other than the class A and
C may result.

Many loans in the pools currently pay a fixed rate of interest and
all will eventually revert to an interest rate linked to Libor.
Once this has occurred borrowers will be exposed to increases in
market interest rates, which would put pressure on affordability,
and potentially cause deterioration of asset performance. Should
this result in defaults and losses on properties sold in excess of
Fitch's expectations, Fitch may take negative rating action on the
notes.


FINSBURY SQUARE 2019-3: Fitch Assigns CCCsf Rating on Cl. F Debt
----------------------------------------------------------------
Fitch Ratings assigned Finsbury Square 2019-3 plc's notes final
ratings.

Finsbury Square 2019-3 PLC

Cl. A XS2053549056; LT AAAsf New Rating; previously at AAA(EXP)sf

Cl. B XS2053549130; LT AA+sf New Rating; previously at AA(EXP)sf

Cl. C XS2053549304; LT A+sf New Rating;  previously at A+(EXP)sf

Cl. D XS2053549569; LT Asf New Rating;   previously at A-(EXP)sf

Cl. E XS2053549643; LT A-sf New Rating;  previously at BBB+(EXP)sf


Cl. F XS2053549726; LT CCCsf New Rating; previously at CCC(EXP)sf

Cl. X XS2053550492; LT BB+sf New Rating; previously at B(EXP)sf

Cl. Z XS2053550658; LT NRsf New Rating;  previously at NR(EXP)sf

TRANSACTION SUMMARY

Finsbury Square 2019-3 PLC is a securitisation of owner-occupied
(OO) and buy-to-let (BTL) mortgages originated by Kensington
Mortgage Company Ltd in the UK. The transaction features recent
originations of both OO and BTL loans originated up to September
2019 and the residual origination of the Finsbury Square 2016-2 PLC
transaction.

KEY RATING DRIVERS

Pre-funding Mechanism

The transaction's pre-funding mechanism means further loans may be
sold to the issuer, with proceeds from the over-issuance of notes
at closing standing to the credit of the pre-funding reserves.
Fitch has received loan-by-loan information on additional mortgage
offers that could form part of the collateral, once advanced by the
seller. However, Fitch assumed the additional pool was based on the
constraints outlined in the transaction documents.

Product Switches Permitted

Eligibility criteria govern the type and volume of product
switches, but these loans may earn a lower margin than the
reversionary interest rates under their original terms. Fitch has
assumed that the portfolio quality will migrate to the weakest
permissible under the product switch restrictions.

Help-to-Buy, Young Professional Products

Up to 12.5% of the prefunding pool may comprise loans in which the
UK government has lent a proportion (up to 40% inside London and
20% outside London) of the property purchase price in the form of
an equity loan. This allows borrowers to fund a 5% cash deposit and
mortgage the remaining balance. When determining these borrowers'
foreclosure frequency (FF) via debt-to-income (DTI) and sustainable
loan-to-value (sLTV), Fitch has taken the balances of the mortgage
loan and equity loan into account.

In addition, a product targeting young professionals, launched in
October 2018, could be included in the pre-funding pool (up to
5%).

Self-employed Borrowers

Kensington may lend to self-employed individuals with only one
year's income verification completed or the latest year's income if
profit is rising. Fitch believes this practice is less conservative
than that at other prime lenders. An increase of 30% to the FF for
self-employed borrowers with verified income was applied instead of
the 20% specified in criteria.

RATING SENSITIVITIES

Material increases in the frequency of defaults and loss severity
on defaulted receivables producing losses greater than Fitch's base
case expectations may result in negative rating action on the
notes. Fitch's analysis revealed that a 30% increase in the WAFF,
along with a 30% decrease in the WA recovery rate, would imply a
downgrade of the class A notes to 'A+sf' from 'AAAsf'.


GOALS SOCCER: Hands Evidence to SFO in Accounts Investigation
-------------------------------------------------------------
Oliver Gill at The Telegraph reports that the accounting scandal
surrounding Goals Soccer Centres has deepened after the five-a-side
operator called in fraud investigators.

According to The Telegraph, evidence has been handed over to the
Serious Fraud Office (SFO) just days after the company's stock was
delisted from the London Stock Exchange amid problems with its
accounts.

In August, Goals uncovered "improper behavior within the company",
The Telegraph relates.  This followed its shares being suspended in
March after unearthing an unpaid VAT bill of at least GBP12
million, The Telegraph notes.

Goals' board put the company up for sale during the summer is it
struggled to get to the bottom of what it termed "historical
accounting errors", The Telegraph discloses.


THOMAS COOK: Nordic Business Reaches Deal with Buyer
----------------------------------------------------
Helena Soderpalm at Reuters reports that the Nordic business of
collapsed travel firm Thomas Cook has reached a deal with a buyer,
a company spokesman said on Oct. 29.

The Nordic operations, also known as Thomas Cook Northern Europe,
said last month that it was looking for new owners, Reuters
recounts.  It is a separate legal entity and aims to continue to
operate as usual, Reuters notes.

According to Reuters, Fredrik Henriksson, head of communications at
Thomas Cook Northern Europe/Ving, said the firm would unveil the
buyer today, declining to give further details.

The business said on Oct. 28 it had attracted several bids and
interest from over 10 parties, Reuters relates.

                      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.



                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2019.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *